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Bylaws of the Company Exhibit 2.2
TABLE OF CONTENTS
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Page
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ARTICLE I - Offices....................................................................................... 1
Section 1. Registered Office........................................................................ 1
Section 2. Principal Office......................................................................... 1
Section 3. Other Offices............................................................................ 1
ARTICLE II - Meetings of Shareholders..................................................................... 1
Section 1. Place of Meetings........................................................................ 1
Section 2. Annual Meetings.......................................................................... 1
Section 3. Special Meetings......................................................................... 1
Section 4. Shareholder Lists........................................................................ 2
Section 5. Notice of Meetings....................................................................... 2
Section 6 Quorum and Adjournment................................................................... 2
Section 7 Voting................................................................................... 3
Section 8. Proxies.................................................................................. 3
Section 9. Judges of Election....................................................................... 3
Section 10. Written Consent......................................................................... 3
Section 11. Voting Trust............................................................................ 4
Section 12. Shareholder Agreement................................................................... 4
ARTICLE III - Directors................................................................................... 4
Section 1. Powers................................................................................... 4
Section 2. Number................................................................................... 4
Section 3. Vacancies and Newly Created Directorships................................................ 4
Section 4. Meetings................................................................................. 5
Section 5. Annual Meetings.......................................................................... 5
Section 6. Regular Meetings......................................................................... 5
Section 7. Special Meetings......................................................................... 5
Section 8. Quorum................................................................................... 5
Section 9. Fees and Compensation.................................................................... 5
Section 10. Meetings by Telephonic Communication.................................................... 5
Section 11. Committees.............................................................................. 6
Section 12. Action Without Meetings................................................................. 6
Section 13. Removal................................................................................. 6
Section 14. Resignations............................................................................ 6
ARTICLE IV - Officers..................................................................................... 6
Section 1. Appointment and Salaries................................................................. 6
Section 2. Removal and Resignation.................................................................. 7
Section 3. Chairman of the Board.................................................................... 7
Section 4. Chief Executive Officer.................................................................. 7
Section 5. President................................................................................ 7
Section 6. Vice President........................................................................... 7
Section 7. Secretary and Assistant Secretary........................................................ 7
Section 8. Treasurer................................................................................ 8
Section 9. Assistant Officers....................................................................... 8
ARTICLE V - Seal.......................................................................................... 8
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ARTICLE VI - Form of Stock Certificate.................................................................... 9
ARTICLE VII - Representation of Shares of Other Corporations.............................................. 9
ARTICLE VIII - Transfer of Stock.......................................................................... 10
ARTICLE IX - Lost, Stolen or Destroyed Certificates....................................................... 10
ARTICLE X - Record Date................................................................................... 10
ARTICLE XI - Registered Shareholders..................................................................... 10
ARTICLE XII - Fiscal Year................................................................................ 10
ARTICLE XIII - Amendments................................................................................ 10
ARTICLE XIV - Dividends.................................................................................. 11
Section 1. Declaration............................................................................. 11
Section 2. Set Aside Funds......................................................................... 11
ARTICLE XV - Indemnification and Insurance............................................................... 11
Section 1. Right to Indemnification................................................................ 11
Section 2. Right of Claimant to Bring Suit......................................................... 12
Section 3. Non-Exclusivity of Rights............................................................... 12
Section 4. Insurance............................................................................... 12
Section 5. Expenses as a Witness................................................................... 12
Section 6. Indemnity Agreements.................................................................... 13
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CERTIFICATE OF SECRETARY
OF
ALLIANCE HEALTHCARD, INC.
A Georgia Corporation
I hereby certify that I am the duly elected and acting Secretary of
said corporation and that the foregoing Bylaws, comprising 13 pages, constitute
the Bylaws of said corporation as duly adopted by the Board of Directors as of
the 23rd day of February, 1999.
____________________________
Robert Goodyear, Secretary
BYLAWS
OF
ALLIANCE HEALTHCARD, INC.
(A Georgia Corporation)
ARTICLE I
OFFICES
Section 1. Registered Office. The registered office of the
Corporation shall be in the State of Georgia, and the name of the Resident Agent
in charge thereof is the agent named in the Articles of Incorporation until
changed by the Board of Directors (the "Board").
Section 2. Principal Office. The principal office for the
transaction of the business of the Corporation shall be at such place as may be
established by the Board. The Board is granted full power and authority to
change said principal office from one location to another.
Section 3. Other Offices. The Corporation may also have an office or
offices at such other places, either within or without the State of Georgia, as
the Board may from time to time designate or the business of the Corporation may
require.
ARTICLE II
MEETINGS OF SHAREHOLDERS
Section 1. Place of Meetings. Meetings of Shareholders 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 or in a duly executed waiver of notice
thereof.
Section 2. Annual Meetings. Annual meetings of the Shareholders of
the Corporation for the purpose of electing directors and for the transaction of
such other proper business as may come before such meetings may be held at such
time, date and place as the Board shall determine by resolution.
Section 3. Special Meetings. Special meetings of the Shareholders of
the Corporation for any purpose or purposes may be called at any time by the
Board, or by a committee of the Board that has been duly designated by the Board
and whose powers and authority, as provided in a resolution of the Board or in
the Bylaws of the Corporation, include the power to call such meetings, and
shall be called by the Chief Executive Officer or Secretary at the request in
writing of a majority of the Board, or at the request in writing (including a
statement of the purpose or purposes of the proposed meeting) of Shareholders
owning at least twenty-five percent (25%) of the entire capital stock of the
Corporation issued and outstanding and entitled to vote, but such special
meetings may not be called by any other person or persons; provided, however,
that if and to the extent that any special meeting of Shareholders may be called
by any other person or persons specified in any provisions of the Articles of
Incorporation or any amendment thereto, then such special meeting
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may also be called by the person or persons in the manner, at the times and for
the purposes so specified. Business transacted at any special meeting of
Shareholders shall be limited to the purposes stated in the notice.
Section 4. Shareholder Lists. The officer who has charge of the
stock ledger of the Corporation shall prepare and make, at least ten days before
every meeting of Shareholders, a complete list of Shareholders entitled to vote
at the meeting, arranged in alphabetical order and showing the address of each
Shareholder and the number of shares registered in the name of each Shareholder.
Such list shall be open to the examination of any Shareholder, for any purpose
germane to the meeting, during ordinary business hours, for a period of at least
ten days prior to the meeting, either at a place within the city where the
meeting is to be held, which place shall be specified in the notice of the
meeting or at the place of the meeting, and the list shall also be available at
the meeting during the whole time thereof, and may be inspected by any
Shareholder who is present.
Section 5. Notice of Meetings. Notice of each meeting of
Shareholders, whether annual or special, stating the place, date and hour of the
meeting and, in the case of a special meeting, the purpose or purposes for which
such meeting has been called, shall be given to each Shareholder of record
entitled to vote at such meeting not less than ten nor more than sixty days
before the date of the meeting. Such notice shall be given to the Shareholders
by the Secretary, or in the case of the Secretary's absence or refusal or
inability to act, by any other officer of the Corporation, and may be given by
mail, by telecopy, by telephone or by personal service, or by any combination
thereof as to different Shareholders. If mailed, such notice shall be deemed to
have been given when deposited in the United States mail, addressed to the
Shareholder at his address as it appears in the stock record books of the
Corporation, with postage thereon prepaid. Notice by other permitted methods
shall be deemed to have been given when personally delivered or when transmitted
to the telephone or telecopy number previously supplied to the Secretary by the
Shareholder. Except as otherwise expressly required by law, notice of any
adjourned meeting of the Shareholders need not be given if the time and place
thereof are announced at the meeting at which the adjournment is taken.
Whenever any notice is required to be given under the provisions of
any applicable law or of the Articles of Incorporation or of these Bylaws, a
waiver thereof in writing, signed by the person or persons entitled to said
notice, whether before or after the time stated therein, shall be deemed
equivalent thereto. Notice of any meeting of Shareholders shall be deemed
waived by any Shareholder who shall attend such meeting in person or by proxy,
except a Shareholder who shall attend such meeting for the express purpose of
objecting, at the beginning of the meeting, to the transaction of any business
because the meeting is not lawfully called or convened.
Section 6. Quorum and Adjournment. The holders of a majority of the
stock issued and outstanding and entitled to vote thereat, present in person or
represented by proxy, shall constitute a quorum for holding all meetings of
Shareholders, except as otherwise provided by applicable law or by the Articles
of Incorporation; provided, however, that the Shareholders present at a duly
called or held meeting at which a quorum is present may continue to transact
business until adjournment notwithstanding the withdrawal of enough Shareholders
to leave less than a quorum, if any action taken (other than adjournment) is
approved by at least a majority in voting power of the shares required to
constitute a quorum. If it shall appear that such quorum is not present or
represented at any meeting of Shareholders, the Chairman of the meeting shall
have power to adjourn the meeting from time to time, without notice other than
announcement at the meeting, until a quorum shall be present or represented. 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. If the adjournment is for more than thirty days, or if after
the adjournment a new record date is fixed for the adjourned meeting, a notice
of the adjourned meeting shall be given to each Shareholder of record entitled
to vote at the meeting. The Chairman of the meeting may determine that a quorum
is present based upon any reasonable evidence of the presence in person or by
proxy of Shareholders holding a majority of the outstanding votes, including
without limitation, evidence from any record of Shareholders who have signed a
register indicating their presence at the meeting.
Section 7. Voting. In all matters, when a quorum is present at any
meeting, the vote of the holders of a majority of the capital stock having
voting power present in person or represented by proxy shall decide any question
brought before such meeting, unless the question is one upon which by express
provision of applicable law or of the Articles of Incorporation, a different
vote is required, in which case such express provision shall govern and control
the decision of such question. Such vote may be viva voce or by written ballot;
provided, however, that the Board may, in its discretion, require a written
ballot for any vote, and further provided that all elections for Directors must
be by written ballot upon demand made by a Shareholder at any election and
before the voting begins.
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Unless otherwise provided in the Articles of Incorporation each
Shareholder shall at every meeting of the Shareholders be entitled to one vote
in person or by proxy for each share of the capital stock having voting power
held by such Shareholder.
Section 8. Proxies. Each Shareholder entitled to vote at a meeting
of Shareholders may authorize in writing another person or persons to act for
such holder by proxy, but no proxy shall be voted or acted upon after eleven
months from its date, unless the person executing the proxy specifies therein
the period of time for which it is to continue in force.
Section 9. Judges of Election. The Board may appoint a Judge or
Judges of Election for any meeting of Shareholders. Such Judge shall decide
upon the qualification of the voters and report the number of shares represented
at the meeting and entitled to vote, shall conduct the voting and accept the
votes and when the voting is completed shall ascertain and report the number of
shares voted respectively for and against each position upon which a vote is
taken by ballot. The Judges need not be Shareholders, and any officer of the
corporation may be a Judge on any position other than a vote for or against a
proposal in which such person shall have a material interest.
Section 10. Written Consent. Any action required to be taken at a
meeting of the Shareholders, or any action which may be taken at a meeting of
the Shareholders, may be taken without a meeting if written consent, setting
forth the action so taken shall be signed by all the Shareholders entitled to
vote with respect to the subject matter thereof or, if so provided in the
Shareholders entitled to vote with respect to the subject matter thereof or, if
so provided in the Articles of Incorporation, by Shareholders who would be
entitled to vote at a meeting holding shares having voting power to cast not
less than the minimum number (or numbers, in the case of voting by groups) of
votes that would be necessary to authorize or take the action at a meeting at
which all Shareholders entitled to vote were present and voted.
Section 11. Voting Trust. Shareholders may create a Voting Trust, as
permitted by law, pursuant to which the Shareholders will transfer their shares
of voting stock of the Corporation to the Trustee of such Voting Trust. Such
Voting Trust may provide that the Trustee shall exercise its voting rights of
all shares of stock of the Corporation transferred to the Trustee thereunder.
When such Voting Trust agreement is executed, the Trustee shall prepare a list
of the names and addresses of all owners of beneficial interests in the Trust,
and deliver a copy of the list and agreement, and any amendments and extensions
thereof, to the Corporation's principal office.
Section 12. Shareholder Agreement. Subject to the provisions of
O.C.G.A. Section 14-2-731, two or more Shareholders may enter into a written
agreement which provides that in exercising any voting rights, the shares held
by them shall be voted as therein provided, or as they may agree, or as
determined in accordance with a procedure agreed upon by them. Notwithstanding
the foregoing, no such agreement shall impair the right of the Corporation to
treat the Shareholders of record as entitled to vote the shares standing in
their names.
ARTICLE III
DIRECTORS
Section 1. Powers. The Board shall have the power to manage or
direct the management of the property, business and affairs of the Corporation,
and except as expressly limited by law, to exercise all of its corporate powers.
The Board may establish procedures and rules, or may authorize the Chairman of
any meeting of Shareholders to establish procedures and rules, for the fair and
orderly conduct of any meeting including, without limitation, registration of
the Shareholders attending the meeting, adoption of an agenda, establishing the
order of business at the meeting, recessing and adjourning the meeting for the
purposes of tabulating any votes and receiving the result thereof, the timing of
the opening and closing of the polls, and the physical layout of the facilities
for the meeting.
Section 2. Number. The Board shall consist of one or more members in
such number as shall be determined from time to time by resolution of the Board
or by the Shareholders at the annual meeting. Directors need not be
shareholders. Each Director shall be elected or re-elected by the Shareholders
at an annual meeting and shall serve until such person's successor is elected
and qualified or until such person's death, retirement, resignation or removal.
Section 3. Vacancies and Newly Created Directorships. Any newly
created directorship resulting from an increase in the number of Directors may
be filled by vote of a majority of the Board of Directors then in office,
provided
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that a quorum is present, and any other vacancy on the Board of Directors may be
filled by a vote of a majority of the Directors then in office, even if less
than a quorum, or by a sole remaining Director.
Section 4. Meetings. The Board may hold meetings, both regular and
special, either within or outside the State of Georgia.
Section 5. Annual Meeting. The Board shall meet as soon as
practicable after each annual election of directions.
Section 6. Regular Meetings. Regular meetings of the Board shall be
held without call or notice at such time and place as shall from time to time be
determined by resolution of the Board.
Section 7. Special Meetings. Special meetings of the Board may be
called at any time, and for any purpose permitted by law, by the Chairman of the
board (or, if the Board does not appoint a Chairman of the Board, the Chief
Executive Officer), or by the Secretary on the written request of any two
members of the Board unless the Board consists of only one director in which
case the special meeting shall be called on the written request of the sole
Director, which meetings shall be held at the time and place designated by the
person or persons calling the meeting. Notice of the time, place and purpose of
any such meeting shall be given to the Directors by the Secretary, or in case of
the Secretary's absence, refusal or inability to act, by any other officer. Any
such notice may be given by mail, by telecopy, by telephone, by personal
service, or by any combination thereof as to different Directors. If the notice
is by mail, then it shall be deposited in a United States Post Office at least
five days before the time of the meeting; if by telephone, by telecopy or by
personal service, at least two days before the time of the meeting.
Section 8. Quorum. At all meetings of the Board a majority of the
whole Board shall be necessary and sufficient to constitute a quorum for the
transaction f business. The act of a majority of the Directors present at any
meeting at which there is a quorum shall be the act of the Board, except as may
be otherwise specifically provided by applicable law, by the Articles of
Incorporation or by these Bylaws. Any meeting of the Board may be adjourned to
meet again at a stated day and hour. Even though no quorum is present, as
required in this Section, a majority of the Directors present at any meeting of
the Board, either regular or special, may adjourn from time to time until a
quorum be had. Notice of any adjourned meeting need not be given.
Section 9. Fees and Compensation. Each Director and each member of a
committee of the Board shall receive such fees and reimbursement of expenses
incurred on behalf of the Corporation or in attending meetings as the Board may
from time to time determine. No such payment shall preclude any Director from
serving the Corporation in any other capacity and receiving compensation
therefor.
Section 10. Meetings by Telephonic Communication. Members of the
Board or any committee thereof may participate in a regular or special meeting
of such Board or committee by any means of communication equipment by which all
persons participating in the meeting can hear each other. Participation in a
meeting pursuant to this Section shall constitute presence in person at such
meeting.
Section 11. Committees. The Board may designate committees, each
committee to consist of one or more of the Directors of the Corporation. The
Board may designate one or more Directors as alternate members of any committee,
who may replace any absent or disqualified member at any meeting of the
committee. Upon the absence or disqualification of a member of a committee, if
the Board has not designated one or more alternates (or if such alternate(s) are
then absent or disqualified), the member or members thereof present at any
meeting and not disqualified from voting, whether or not such member or members
constitute a quorum, may unanimously appoint another member of the Board to act
at the meeting in the place of any such absent or disqualified member or
alternate. Any such committee, to the extent provided in the resolution of the
Board, shall have and may exercise all the powers and authority of the Board in
the management of the business and affairs of the Corporation, and may authorize
the seal of the Corporation to be affixed to all papers that may require it; but
no such committee shall have the power or authority in reference to: (a)
approving or proposing to Shareholders action that is required to be approved by
Shareholders; (b) adopting an agreement of merger or consolidation not
requiring Shareholder approval; (c) adopting, repealing or amending the Bylaws
of the Corporation; (d) filling vacancies on the Board; or (e) taking any other
action prohibited by law. Each committee shall have such name as may be
determined from time to time by resolution adopted by the Board. Each committee
shall keep minutes of its meetings and report to the Board when required.
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Section 12. Action Without Meetings. Unless otherwise restricted by
applicable law or by the Articles of Incorporation or by these Bylaws, any
action required or permitted to be taken at any meeting of the Board or of any
committee thereof may be taken without a meeting if all members of the Board or
of such committee, as the case may be, consent thereto in writing, and the
writing or writings are filed with the minutes of the proceedings of the Board
or committee.
Section 13. Removal. Unless otherwise restricted by the Articles of
Incorporation or by law, any Director or the entire Board may be removed, with
or without cause, by the holders of a majority of shares entitled to vote at a
meeting called for the purpose of removing such Director(s) and the meeting
notice must state that one of the purposes of such meeting is the removal of
such Director(s).
Section 14. Resignations. Any Director may resign at any time by
giving written notice to the Board of Directors or the Chairman of the Board.
Any such resignation shall take effect at the time specified therein, or if not
specified, upon its acceptance by the Board of Directors.
ARTICLE IV
OFFICERS
Section 1. Appointment and Salaries. The officers of the Corporation
shall be appointed by the Board and shall include a Chief Executive Officer,
President, a Secretary and a Treasurer. The Board may also appoint a Chairman
of the Board and the Board or the Chief Executive Officer or, if none, the
President may appoint such other officers (including Assistant Secretaries,
Assistant Treasurers, Vice President, etc.) as the Board or the Chief Executive
Officer or, if none, the President may deem necessary or desirable. The
officers shall hold their offices for such terms and shall exercise such powers
and perform such duties as shall be determined from time to time by the Board.
The Board shall fix the salaries of all officers appointed by it. Unless
prohibited by applicable law or by the Articles of Incorporation or by these
Bylaws, one person may be elected or appointed to serve in more than one
official capacity. Any vacancy occurring in any office of the Corporation shall
be filled by the Board.
Section 2. Removal and Resignation. Any officer may be removed, either
with or without cause, by the Board or, in the case of an officer not appointed
by the Board, by the Chairman of the Board, if any, or the Chief Executive
Officer or President. Any officer may resign at any time by giving notice to
the Board, the Chief Executive Officer, President or Secretary. Any such
resignation shall take effect at the date of receipt of such notice or at any
later time specified therein and, unless otherwise specified in such notice, the
acceptance of the resignation shall not be necessary to make it effective.
Section 3. Chairman of the Board. The Board may, at its election, appoint
a Chairman of the Board. If such an officer be elected, he shall, if present,
preside at all meetings of the Shareholders and of the Board of Directors and
shall have such other powers and duties as may from time to time be assigned to
him by the Board of Directors.
Section 4. Chief Executive Officer. Subject to such powers, if any, as
may be given by the Board to the Chairman of the Board (if there is such
officer), the Chief Executive Officer shall have supervision over and may
exercise general executive powers concerning all of the operations and business
of the Corporation, with the authority from time to time to delegate to other
officers such executive and other powers and duties as he may deem advisable.
If there be no Chairman of the Board, or in his absence, the Chief Executive
Officer shall preside at all meetings of the Shareholders and of the Board,
unless the Board appoints another person who need not be a shareholder, officer
or director of the Corporation, to preside at a meeting of Shareholders.
Section 5. President. The President shall assist the Chief Executive
Officer with the general daily administration and operation of the Corporation,
and if there shall be no separately appointed Chief Executive Officer of the
Corporation, the President shall be the chief executive officer of the
Corporation.
Section 6. Vice President. In the absence of the President, or in the
event of the President's inability or refusal to act, the Vice President, if any
(or if there be more than one Vice President, the Vice Presidents in the order
of their rank or, if of equal rank, then in the order designated by the Board or
the President or, in the absence of any designation, then in the order of their
appointment) shall perform the duties of the President and when so acting, shall
have
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all thepowers of and be subject to all the restrictions upon the President. The
Vice President shall perform such other duties and have such other powers as the
Board may from time to time prescribe.
Section 7. Secretary and Assistant Secretary. The Secretary shall attend
all meetings of the Board (unless the Board shall otherwise determine) and all
meetings of the Shareholders and record all the proceedings of the meetings of
the Corporation and of the Board in a book to be kept for that purpose and shall
perform like duties for the committees when required. The Secretary shall give,
or cause to be given, notice of all meetings of Shareholders and special
meetings of the Board. The Secretary shall have custody of the corporate seal
of the Corporation and shall (as well as any Assistant Secretary) have authority
to affix the same to any instrument requiring it and to attest it. The
Secretary shall perform such other duties and have such other powers as the
Board, the Chief Executive Officer or the President may from time to time
prescribe.
Section 8. Treasurer. The Treasurer shall have custody of the corporate
funds and securities and shall keep full and accurate accounts of receipts and
disbursements in books belonging to the Corporation and shall deposit all monies
and other valuable effects in the name and to the credit of the Corporation in
such depositories as may be designated by the Board. The Treasurer may disburse
the funds of the Corporation as may be ordered by the Board, the Chief Executive
Officer or the President, taking proper vouchers for such disbursements, and
shall render to the Board at its regular meetings, or when the Board so
requires, an account of transactions and of the financial condition of the
Corporation. The Treasurer shall perform such other duties and have such other
powers as the Board, the Chief Executive Officer or the President may from time
to time prescribe.
If required by the Board, the Treasurer and Assistant Treasurers, if any,
shall give the Corporation a bond (which shall be renewed at such times as
specified by the Board) in such sum and with such surety or sureties as shall be
satisfactory to the Board for the faithful performance of the duties of such
person'' office and for the restoration to the Corporation, in case of such
person's death, resignation, retirement or removal from office, of all books,
papers, vouchers, money and other property of whatever kind in such person's
possession or under such person's control belonging to the Corporation.
Section 9. Assistant Officers. An assistant officer shall, in the absence
of the officer to whom such person is an assistant or in the event of such
officer's inability or refusal to act (or, if there be more than one such
assistant officer, the assistant officers in the order designated by the Board
or the President or, in the absence of any designation, then in the order of
their appointment), perform the duties and exercise the powers of such officer.
An assistant officer shall perform such other duties and have such other powers
as the Board, the Chief Executive Officer or the President may from time to time
prescribe.
ARTICLE V
SEAL
It shall not be necessary to the validity of any instrument executed by any
authorized officer or officers of the Corporation that the execution of such
instrument be evidenced by the corporate seal, and all documents, instruments,
contracts and writings of all kinds signed on behalf of the Corporation by any
authorized officer or officers shall be as effectual and binding on the
Corporation without the corporate seal, as if the execution of the same had been
evidenced by affixing the corporate seal thereto. The Board may give general
authority to any officer to affix the seal of the Corporation and to attest the
affixing by signature.
ARTICLE VI
FORM OF STOCK CERTIFICATES
Every holder of stock in the Corporation shall be entitled to have a
certificate signed by, or in the name of, the Corporation by the Chairman or
Vice-Chairman of the Board, if any, or by the Chief Executive Officer, if any,
the President or a Vice-President, if any, and by the Treasurer or an Assistant
Treasurer, or the Secretary or an Assistant Secretary certifying the number of
shares owned in the Corporation. Any or all of the signatures on the certificate
may be a facsimile. If any officer, transfer agent, or registrar who has signed
or whose facsimile signature has been placed upon a certificate shall have
ceased to be such officer, transfer agent, or registrar before such certificate
is issued, it may be issued by the Corporation with the same effect as if such
person were such officer, transfer agent, or registrar at the date of issue.
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If the Corporation shall be authorized to issue more than one class of
stock or more than one series of any class, a reference on the certificate to
the state of incorporation shall be deemed a reference to the Articles of
Incorporation and the provisions thereof governing the powers, designations,
preferences and relative, participating, optional or other special rights of
each class of stock or series thereof and the qualifications, limitations or
restrictions of such preferences and/or rights. Alternatively, such powers,
designations, preferences and relative, participating, optional or other special
rights and such qualifications, limitations or restrictions shall be set forth
in full or summarized on the face or back of the certificate that the
Corporation shall issue to represent such class or series of stock. Except as
otherwise provided in section 14-2-625 of the Georgia Business Corporation Code,
in lieu of the foregoing requirements, there may be set forth on the face or
back of the certificate that the Corporation will furnish without charge to each
Shareholder who so requests the powers, designations, preferences and relative,
participating, optional or other special rights of each class of stock or series
thereof and the qualifications, limitations or restrictions of such preferences
and/or rights.
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ARTICLES VII
REPRESENTATION OF SHARES OF OTHER CORPORATIONS
Subject to any restriction on transfer noted thereon, upon surrender
of a certificate for shares duly endorsed or accompanied by proper evidence of
succession, assignment or authority to transfer, it shall be the duty of the
Corporation to issue a new certificate to the person entitled thereto, cancel
the cold certificate and record the transaction upon its books.
ARTICLE VIII
TRANSFERS OF STOCK
Subject to any restriction on transfer noted thereon, upon surrender
of a certificate for shares duly endorsed or accompanied by proper evidence of
succession, assignment or authority to transfer, it shall be the duty of the
Corporation to issue a new certificate to the person entitled thereto, cancel
the old certificate and record the transaction upon its books.
ARTICLE IX
LOST, STOLEN OR DESTROYED CERTIFICATES
The Board may direct a new certificate or certificates to be issued in
place of any certificates theretofore issued alleged to have been lost, stolen
or destroyed, upon the making of an affidavit of the fact by the person claiming
the certificate to be lost, stolen or destroyed. When authorizing such issue of
a new certificate, the Board may, in its discretion and as a condition precedent
to the issuance, require the owner of such certificate or certificates, or such
person's legal representative, to give the Corporation a bond in such sum as it
may direct as indemnity against any claim that may be made against the
Corporation with respect to the certificate.
ARTICLE X
RECORD DATE
The Board may fix in advance a date, which shall not be more than
sixty (60) days nor less than ten (10) days preceding the date of any meeting of
Shareholders, nor more than sixty (60) days prior to any other action, as a
record date for the determination of Shareholders entitled to notice of or to
vote at any such meeting and any adjournment thereof, or to express consent to
corporate action in writing without a meeting, or entitled to receive payment of
any dividend or other distribution or allotment of any rights, or entitled to
exercise the rights in respect of any change, conversion or exchange of stock,
and in such case such Shareholders, and only such Shareholders as shall be
shareholders of record on the date so fixed shall be entitled to such notice of,
and to vote at, such meeting and any adjournment thereof, or to receive payment
of such dividend, or to receive such allotment of rights, or to exercise such
rights, or to give such consent, as the case may be, notwithstanding any
transfer of any stock on the books of the Corporation after any such record date
fixed as aforesaid.
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ARTICLE XI
REGISTERED SHAREHOLDERS
The Corporation shall be entitled to treat the holder of record of any
share or shares of stock as the holder in fact thereof and shall not be bound to
recognize any equitable or other claim to 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 expressly provided by applicable law.
ARTICLE XII
FISCAL YEAR
The fiscal year of the Corporation shall be fixed by resolution of the
Board.
ARTICLE XIII
AMENDMENTS
Subject to any contrary or limiting provisions contained in the
Articles of Incorporation, these Bylaws may be amended or repealed, or new
Bylaws may be adopted, (a) by the Shareholders of the Corporation, or (b) by
the affirmative vote of a majority of the full Board at any regular or special
meeting. Any Bylaws adopted or amended by the Shareholders may be amended or
repealed by the Board or the Shareholders, unless the Shareholders in amending
or repealing a particular Bylaw provide expressly that the Board may not amend
or repeal that Bylaw.
ARTICLE XIV
DIVIDENDS
Section 1. Declaration. Dividends on the capital stock of the
Corporation, subject to the provisions of the Articles of Incorporation, if any,
may be declared by the Board at any regular or special meeting, pursuant to law,
and may be paid in cash, in property, or in shares of the capital stock of the
Corporation.
Section 2. Set Aside Funds. Before payment of any dividend, there
may be set aside out of any funds of the Corporation available for dividends
such sums as the Directors from time to time, in their absolute discretion,
think proper as a reserve or reserves to meet contingencies, or for equalizing
dividends, or for repairing or maintaining any property of the Corporation, or
for such other purpose as the Directors shall deem to be in the best interests
of the Corporation, and the Directors may modify or abolish any such reserve in
the manner in which it was created.
ARTICLE XV
INDEMNIFICATION AND INSURANCE
Section 1. Right to Indemnification. Except as otherwise provided in
the Articles of Incorporation or Bylaws, each person who was or is a party or is
threatened to be made a party to or is involved in any action, suit or
proceeding, whether civil, criminal, administrative or investigative
(hereinafter a "proceeding"), by reason of the fact that he or she, or a person
of whom he or she is the legal representative, is or was a director, officer,
employee or agent of another corporation or of a partnership, joint venture,
trust or other enterprise, including service with respect to employee benefit
plans, whether the basis of such proceeding is alleged action or inaction in an
official capacity or in any other capacity while serving as a director, officer,
employee or agent, shall be indemnified and held harmless by the Corporation to
the fullest extent permitted by the laws of Georgia, as the same exist or may
hereafter be amended, against all costs, charges, expenses, liabilities and
losses (including attorneys' fees, judgments, fines, ERISA excise taxes or
penalties and amounts paid or to be paid in settlement) reasonably incurred or
suffered by such person in connection therewith, and such indemnification shall
continue as to a person who has ceased to be a director, officer, employee or
agent and shall inure to the benefit of his or her heirs, executors and
administrators; provided, however, that, except as provided in Section 2 hereof,
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the Corporation shall indemnify any such person seeking indemnification in
connection with a proceeding (or part thereof) initiated by such person only if
such proceeding (or part there) was authorized by the Board of Directors of the
Corporation. The right to indemnification conferred in this Article shall be a
contract right and shall include the right to be paid by the Corporation the
expenses incurred in defending any such proceeding in advance of its final
disposition; provided, however, that, if the Georgia Business Corporation Code
-------- -------
so requires, the payment of such expenses incurred by a director or officer in
his or her capacity as a Director or Officer (and not in any other capacity in
which service was or is
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rendered by such person while a director or officer, including, without
limitation, service to an employee benefit plan) in advance of the final
disposition of a proceeding, shall be made only upon delivery to the Corporation
of an undertaking, by or on behalf of such Director or Officer, to repay all
amounts so advanced if it shall ultimately be determined that such Director or
Officer is not entitled to be indemnified under this Section or otherwise. The
Corporation may, by action of its Board of Directors, provide indemnification to
employees and agents of the Corporation with the same scope and effect as the
foregoing indemnification of directors and officers.
Section 2. Right of Claimant to Bring Suit. If a claim under Section 1 of
this Article is not paid in full by the Corporation within thirty (30) days
after a written claim has been received by the Corporation, the claimant may at
any time thereafter bring suit against the Corporation to recover the unpaid
amount of the claim and, if successful in whole or in part, the claimant shall
be entitled to be paid also the expense of prosecuting such claim. It shall be
a defense to any such action (other than an action brought to enforce a claim
for expenses incurred in defending any proceeding in advance of its final
disposition where the required undertaking, if any is required, has been
tendered to the Corporation) that the claimant has failed to meet a standard of
conduct which makes it permissible under Georgia law for the Corporation to
indemnify the claimant for the amount claimed. Neither the failure of the
Corporation (including its Board of Directors, independent legal counsel, or its
Shareholders) to have made a determination prior to the commencement of such
action that indemnification of the cliamant is permissible in the circumstances
because he or she has met such standard of conduct, nor an actual determination
by the Corporation (including its Board of Directors, independent legal counsel,
or its Shareholders) that the claimant has not met such standard of conduct,
shall be a defense to the action or create a presumption that the claimant has
failed to meet such standard of conduct.
Section 3. Non-Exclusivity of Rights. The right to indemnification and
the payment of expenses incurred in defending a proceeding in advance of its
final disposition conferred in this Article shall not be exclusive of any other
right which any person may have or hereafter acquire under any statute,
provision of the Articles of Incorporation, bylaw, agreement, vote of
shareholders or disinterested directors or otherwise.
Section 4. Insurance. The Corporation may maintain insurance, at its
expense, to protect itself and any director, officer, employee or agent of the
Corporation or another corporation, partnership, joint venture, trust or other
enterprise against any such expense, liability or loss, whether or not the
Corporation would have the power to indemnify such person against such expense,
liability or loss under Georgia law.
Section 5. Expenses as a Witness. To the extent that any director,
officer, employee or agent of the Corporation is by reason of such position, or
a position with another entity at the request of the Corporation, a witness in
any action, suit or proceeding, he shall be indemnified against all costs and
expenses actually and reasonably incurred by him or her or on his or her behalf
in connection therewith.
Section 6. Indemnity Agreements. The Corporation may enter into
agreements with any director, officer, employee or agent of the Corporation
providing for indemnification to the full extent permitted by Georgia law.
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