10
BYLAWS
OF
GREAT LAND DEVELOPMENT CO.
ARTICLE 1
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Offices
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SECTION 1. PRINCIPAL OFFICE The principal office of the Corporation
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shall be located at 5602 McCallum Court, Charlotte, Mecklenburg County, North
Carolina 28226.
SECTION 2 REGISTERED OFFICE The registered office of the
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Corporation required by law to be maintained in the State of North Carolina may
be, but not need be identical with the principal office. The registered as set
forth in the Articles, of Incorporation is 5602 McCallum Court, Charlotte,
Mecklenburg County, North Carolina 28226.
SECTION 3 OTHER OFFICES The Corporation may have offices at such
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other places, either within or without the State of North Carolina, as the Board
of Directors may from time to time determine, or as the affairs of the
Corporation may require.
ARTICLE II
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Shareholders Meeting
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SECTION 1 PLACE OF MEETING, All meetings of shareholders shall be
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held at the principal office of the Corporation, or at such other place either
within of without the State of North Carolina, as shall be designated in the
notice of the meeting or agreed upon by a majority of the shareholders entitled
to vote threat.
SECTION 2 ANNUAL MEETINGS The annual meeting of the shareholders
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shall be held sixty (60) days after the close of the fiscal year, if not a legal
holiday, but if a legal holiday, then on the next day following not a legal
holiday, for the purposes of electing Directors of the Corporation and for the
transaction of such other business as may be properly brought before the
meeting.
SECTION 3 SUBSTITUTE ANNUAL MEETING If the annual meeting shall
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not be held on the day designated by the Bylaws, a substitute annual meeting may
be called accordance with the provisions of Section 4 of this Article. A meeting
so called shall be designated and treated for all purposes as the annual
meeting.
SECTION 4 SPECIAL MEETINGS Special meetings of the shareholders
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may be called at any time by the President, Vice President or Board of Directors
of the Corporation, or by any shareholders, pursuant to the written request of
the holders of not less than one-tenth of all shares entitled to vote at the
meeting.
SECTION 5 NOTICE OF MEETINGS Written of printed notice stating the
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time and place of the meeting shall be delivered not less than ten (10) days nor
more than sixty (60) days before the date thereof, either personally or by mail,
by or at the direction of the President, the Vice President, or other person
calling the meeting, to each shareholder of record entitled to vote at such
meeting.
In the case of an annual or substitute annual meeting, the notice of
the meeting need not specifically state the business to be transacted threat,
unless it is a matter other than the election of Directors, on which the vote of
shareholders is expressly required by the provisions of the laws of the State of
North Carolina (The North Carolina Business Corporation Act). In the case of a
special meeting, the notice of the meeting shall specifically state the purpose
of purposes for which the meeting is called.
When a meeting is adjourned for thirty (30) days or more, notice of the
adjourned meeting shall be given as in the case of an original meeting. When a
meeting is adjourned for less than thirty (30) days in any one adjournment, it
is not necessary to give any notice of the adjourned meeting. Other than by
announcement at the meeting at which the adjournment is taken.
SECTION 6 VOTING LISTS At lease ten (10) days before each
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meeting of shareholders, the Secretary of the Corporation shall pre3pare an
alphabetical list of the shareholders entitled to vote at such meetings, with
the address of and the number of share held by each, which list shall be kept on
file at the registered office the Corporation for a period of ten (10) days
prior to such meeting, and shall be subject to the inspection by any shareholder
at any time during the usual business hours. The list shall also be produced and
kept open at the time and place of the meeting and shall be subject to
inspection by any shareholder during the whole time of the meeting.
SECTION 7 QUORUM The holders of a majority of the shares entitled
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to vote, represented in person or by proxy, shall constitute a quorum at
meetings of shareholders. If there is no quorum at a meeting of shareholders,
such meeting may be adjourned from time to time by the vote of a majority of the
shares voting on the motion to adjourn, and at any adjourned meeting at which a
quorum is present, any business may be transacted which might have been
transacted at the original meeting.
The shareholders, at a meeting at which a quorum is present, may continue
to do business until adjournment, notwithstanding the withdrawal of enough
shareholders to leave less than a quorum.
SECTION 8 VOTING SHARES Each outstanding share having voting
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rights shall be entitled to one (1) vote on each matter submitted to a vote at a
meeting of shareholders, and the vote of a majority of the shares voted on any
matter at a meeting of shareholders at which a quorum is present shall be the
act of the shareholders on that matter, unless the vote of a greater number is
required by law or by the charter or bylaws of this Corporation.
SECTION 9 INFORMAL ACTION BY SHAREHOLDERS Any action which may be
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taken at a meeting of the shareholders may be taken without a meeting if consent
in writing, setting forth the action so taken, shall be signed by al of the
persons who would be entitled to vote upon such action at a meeting and filed
with the Secretary of the Corporation to be kept in the Corporate minute book.
ARTICLE III
DIRECTORS
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SECTION 1 GENERAL POWERS The business and affairs of the
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Corporation shall be managed by the Board of Directors or by such Executive
Committees as the Board of Directors may establish pursuant to these bylaws.
SECTION 2 SPECIAL POWERS The Board of Directors of the Corporation
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are hereby granted all rights and powers as provided in N.C.G.S. 55-3-03 during
an emergency declared as such by the Board.
SECTION 3 NUMBER, TERM AND QUALIFICATIONS There shall be such
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number of Directors, not less than one (1) nor more than three (3), as may be
fixed or changed from time to time at a meeting of the shareholders called for
such purpose, but no reduction in the number of Directors shall of itself have
the effect of shortening the term of any incumbent Director. Each Director shall
hold office until the annual meeting next succeeding his election or until his
death, resignation, retirement, removal, disqualification or until his successor
is elected and qualified Directors need not be residents of the State of North
Carolina or shareholders of the Corporation.
SECTION 4 ELECTION OF DIRECTORS Except as provided in Section
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6 of this Article, the Directors shall be elected at the annual meeting of
shareholders, and those persons who receive the highest number of votes shall be
deemed to have been elected. If any shareholders so demands, the election of
Directors shall be by ballot.
SECTION 5 REMOVAL Directors may be removed from office, with or
without cause, by a vote of shareholders holding a majority of the shares
entitled to vote at an election of Directors may be elected at the same meeting.
SECTION 6 VACANCIES A vacancy occurring in the Board of Directors
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may be filled by a majority of the remaining Directors, even though less than a
quorum, or by the sole remaining Director; but a vacancy created by an increase
in the authorized number of Directors shall be filled only by election at an
annual meeting or at a special meeting of shareholders called for that purpose.
The shareholders may elect a Director at any time to fill any vacancy not filled
by the Directors.
SECTION 7 CHAIRMAN Unless otherwise directed by the shareholders,
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the President of the Corporation shall serve as Chairman of the Board of
Directors. He shall preside at all meetings of the Board of Directors and
perform such other duties as may be directed by the Board.
SECTION 8 COMPENSATION The Board of Directors may compensate
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Directors for their services as such and may provide for the payment of all
expense incurred by Directors in attending regular and special meetings of the
Board.
SECTION 9 EXECUTIVE COMMITTEE The Board of Directors may, by
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resolution adopted by a majority of the number of Directors fixed by these
bylaws, designate two (2) or more Directors to constitute an Executive
Committee, which committee, to the extent provided in such resolution, shall
have and may exercise all the authority of the Board of Directors, in the
management of the Corporation.
ARTICLE IV
MEETINGS OF DIRECTORS
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SECTION 1 REGULAR MEETINGS A regular meeting of the Board of
Directors shall be held immediately after, and at the same place as, the annual
or substitute annual meeting of shareholders.
In addition, the Board of Directors may provide by resolution the time and
place, either within or without the State of North Carolina, for the holding of
additional regular meetings.
SECTION 2 SPECIAL MEETINGS Special meetings of the Board of
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Directors may be called by, or at the request of, the President or by a
Director. Such meetings may be held either within or without the State of North
Carolina.
SECTION 3 NOTICE OF MEETINGS Regular meetings of the Board of
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Directors may be held without notice.
The person or persons calling a special meeting of the Board of Directors
shall, at least five (5) days before the meeting, give notice thereof by any
usual means of communication. Such notice need not specify the purpose for which
the meeting is called.
SECTION 4 QUORUM A majority of the duly elected or appointed and
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qualified Directors of the Corporation shall constitute a quorum for the
transaction of business at any meeting of the Board of Directors. A majority of
the Directors present at any meeting, whether or not a quorum is present, may
adjourn the meeting from time to time without notice, other than announcement at
the meeting, until a quorum shall attend.
SECTION 5 MANNER OF ACTING Except as otherwise provided in this
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section, the act of the majority of the Directors present at a meeting at which
a quorum is present shall be the act of the Board of Directors.
The vote of a majority of the duly elected or appointed and qualified
Directors without a meeting is, nevertheless, Board action if written consent to
the action in question is signed by all the Directors and filed with the minutes
of the proceedings of the Board, whether done before of after the action is
taken,
ARTICLE V
OFFICERS
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SECTION 1 NUMBER The Corporation shall have a President, a
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Secretary, a Treasurer, and such Vice Presidents, Assistant Secretaries,
Assistant Treasurers, and other officers as the Board of Directors may form time
to time elect. Any two (2) or more offices may be held by the same person,
except the offices of President and Secretary. However, no officer shall
execute, acknowledge or verify an instrument in more than one (1) capacity if
such instrument is required by law, by the Articles of Incorporation, or the
bylaws, to be executed, acknowledged, or verified by two (2) or more officers.
If there be more than one (1) Vice President, the Board of Directors may
designate their seniority (such as First Vice President, Second Vice President,
etc.) and /or the particular department of the Corporation of which they shall
have charge.
SECTION 2 ELECTION AND TERM The officers of the Corporation shall
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be elected by the Board of Directors. Such elections may be held at any regular
or special meeting of the Board. Each officer shall hold office until is death,
resignation, retirement, removal, disqualification, or until his successor is
elected and qualified, unless otherwise specified by the Board of Directors. The
Board of Directors may fill any vacancy in any office occurring for whatever
reason.
SECTION 3 REMOVAL Any officer or agent elected or appointed by the
Board of Directors may be removed by the Board with or without cause, but such
removal shall be without prejudice to the contract rights, if any, of the person
so removed.
SECTION 4 COMPENSATION The compensation of all officers of the
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Corporation shall be fixed by the Board of Directors.
SECTION 5 PRESIDENT The President shall be the chief executive
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officer of the Corporation and shall preside at all meetings of the shareholders
and of the Board of Directors. Subject to the direction and control of the Board
of Directors and the Executive committee, if created, the President shall have
general charge and authority over the business of the Corporation. The President
shall from time to time make such reports of the business of the Corporation for
the preceding fiscal year to the shareholders at each annual meeting. The
President shall sigh with any other proper officer certificate for shares of the
Corporation and any deeds, mortgages, bonds, contracts, or other instruments
which may be lawfully executed on behalf of the Corporation, except where the
signing and execution thereof shall be delegated by the Board of Directors to
some other officer or agent. In general, The President shall perform all duties
incident to the office of President and such other duties as may be prescribed
by the Board of Directors from time to time.
SECTION 6 VICE PRESIDENT S The Vice President s, or if there be
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more than one (1), the Vice President s in the order of their seniority by
designation (or if not designated, in the order of their seniority by election),
shall perform the duties of the President in the President's absence or during
the President's disability to act. The Vice President shall have such other
duties and powers as may be assigned to or vested in them by the Board of
Directors, the Executive committee (if so formed), or the President.
SECTION 7 SECRETARY The Secretary shall keep accurate records of
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the acts and proceedings of all meeting of the shareholders and Directors. The
Secretary shall give al notices required by law and by these bylaws. The
Secretary shall have general charge of the corporate books and records of the
Corporation and of the corporate seal and shall affix the corporate seal to any
lawfully executed instrument requiring it. The Secretary shall have general
charge of the stack transfer books of the Corporation and shall keep at the
registered or principal office of the Corporation the record of shareholders
showing the name and address of each shareholders and the number and class of
the shares held by each. The Secretary shall sigh such instruments as may
require the Secretary's signature and, in general, shall perform all duties
incident to the office of Secretary and such duties as may be assigned from time
to time by the President, The Executive committee (if so formed), or the Board
of Directors.
SECTION 8 TREASURER The Treasurer shall have custody of all funds
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and securities belonging to the Corporation and shall receive, deposit or
disburse the same under the direction of the Board of Directors or the Executive
committee. The Treasurer shall keep full accurate accounts of the finances of
the Corporation in books especially provided for that purpose; and shall cause a
true statement of its assets and liabilities as of the close of each fiscal year
and of the results of its operations and of changes in surplus for each fiscal
year, all in reasonable detail, including particulars as to convertible
securities then outstanding, to be made and filed within four (4) months after
the end of such fiscal year. The statement so filed shall be kept available for
inspection for a period of ten (10) years, and the Treasurer shall mail or
deliver a copy of the latest such statement to any shareholder upon the
shareholder's written request therefore. The Treasurer shall, in general,
perform all duties incident to the office of the Treasurer and such other duties
as may be assigned from time to time by the President, the Executive committee
(if so formed), or the Board of Directors.
SECTION 9 ASSISTANT SECRETARIES AND TREASURER The Assistant
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Secretaries and Assistant Treasurer shall, in the absence or disability of the
Secretary of the Treasurer respectively, perform such other duties as shall be
assigned to them by the Secretary or the Treasurer respectively, or by the
President, the Executive committee (if so formed), or Board of Directors.
SECTION 10 BONDS The Board of Directors may, by resolution,
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require any or all officers, agents and employees of the Corporation to give
bind to the Corporation with sufficient sureties, conditioned on the faithful
performance of the duties of their respective offices of positions, and to
comply with such other conditions as may from time to time be required by the
Board of Directors.
ARTICLE VI
CONTRACTS, LOANS AND DEPOSITS
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SECTION1 CONTRACTS The Board of Directors or Executive committee
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may authorize any officer or officers, agent or agents to enter into any
contract or execute and deliver any instrument on behalf of the Corporation, and
such authority may be general or confined to specific instances.
SECTION 2 LOANS No loans shall be contracted on behalf of the
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Corporation, and no evidence of indebtedness shall be issued in its name unless
authorized by resolution of the Board of Directors or the Executive committee.
SECTION 3 CHECKS AND DRAFTS All checks, drafts or other
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orders for the payment of money issued in the name of the Corporation shall be
signed by such officer or officers, agent or agents, of the Corporation in such
manner as shall from time to time be determined by the Board of Directors or the
Executive committee.
SECTION 4 DEPOSITS All funds of the Corporation, not otherwise
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employed, shall be deposited from time to time to the credit of the Corporation
in such depositories, as the Board of Directors shall direct.
ARTICLE VII
CERTIFICATES FOR SHARES AND THEIR TRANSFER
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SECTION 1 CERTIFICATES FOR SHARES Certificates representing shares
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of the Corporation shall be issued in such form as the Board of Directors shall
determine to every shareholders for the fully paid shares owned by such
shareholder. These certificates shall be signed by the President and the
Secretary. They shall be consecutively numbered or otherwise identified, and the
name and address of the persons to whom they are issued with the number of
shares and date of issue, shall be entered on the stock transfer books of the
Corporation.
SECTION 2 TRANSFER OF SHARES Transfer of shares shall be made on
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the stack transfer books of the Corporation only upon the surrender of the
certificates for the shares sought to be transferred by the record holder
thereof or by his duly authorized agent, transferee, or legal representative.
All certificates surrendered for transfer shall be canceled before new
certificates for the transferred shares shall be issued.
SECTION 3 CLOSING TRANSFER BOOKS AND FIXING RECORD DATE For the
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purpose of determining shareholders entitled to notice of, or to vote at an
meeting of shareholders or any adjournment thereof, or entitled to receive
payment of any divided, or in order to make a determination of shareholders for
any other proper purpose, the Board of Directors may provide that the stock
transfer books may be closed for a stated period, but not to exceed, in any
case, fifty (50) days. If the stack transfer books shall be closed for the
purpose of determining shareholders entitled to notice of, or to vote at, a
meeting of shareholders, such books shall be closed for at least ten (10) days
immediately preceding such meeting.
In lieu of closing the stack transfer books, the Board of Directors may fix
in advance a date as the record date for any such determination of shareholders,
such record date in any case to be not more than fifty (50) days and, in the
case of a meeting of shareholders, not less than ten (10) days immediately
preceding the date on which the particular action requiring such determination
of shareholders is to be taken.
If the stock transfer books are not to be closed and no record date is
fixed for the determination of shareholders entitled to notice of, or to vote
at, a meeting of shareholders, or shareholders entitled to receive payment of a
dividend, the date on which notice of the meeting is mailed, or the date on
which the resolution of the Board of Directors declaring such dividend is
adopted, as the case may be, shall be the record date for such determination of
shareholders.
SECTION 4 LOST CERTIFICATES The Board of Directors may authorize
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the issuance of a new share certificate in place of a certificate claimed to
have been lost of destroyed, upon receipt of an affidavit of such fact from the
person claiming such loss or destruction. When authorizing such issuance of a
new certificate, the Board may require the claimant to give a bond in such sum
as it may direct of indemnify the Corporation against loss from any claim with
respect to the certificate claimed to have been lost or destroyed; or the Board
may, by resolution reciting that the circumstances justify such action,
authorize the issuance of the new certificate without requiring such bond.
ARTICLE VIII
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INDEMNIFICATION
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Any person who at any time serves or has served as a Director of the
Corporation, or who, while serving as a Directors of the Corporation, serves or
has served, at the request of the Corporation, as a director, officer, partner,
trustee, employee, or agent of another corporation, partnership, joint venture
under an employee benefit plan, shall have a right to be indemnified by the
corporation to the fullest extent permitted by law against (a) reasonable
expenses, including attorney's fees, incurred by him in connection with any
threatened, pending, or completed civil, criminal, administrative,
investigative, or arbitrative action, suit, or proceeding(and any appeal
therein), whether or not brought by or on behalf of the Corporation, seeking to
hold him liable by reason of the fact that he is or was acting in such capacity,
and (b) reasonable payment made by him in satisfaction of any judgment, money
decree, fine (including an excise tax assessed with respect to an employee
benefit plan), penalty, or settlement for which he may have become liable in any
such action, suit, or proceeding.
The Board of Directors of the Corporation shall take all such action as may
be necessary and appropriate to authorize the corporation to pay the
indemnification required by this bylaw, including, without limitation, making a
determination that indemnification is permissible in the circumstances and a
good faith evaluation of the manner in which the claimant for him. The Board of
Directors may appoint a committee or special counsel to make such determination
and evaluation. To the extent needed, the Board shall give notice to, and obtain
approval by, the shareholders of the Corporation for any decision to indemnity.
Any person who at any time after the adoption of this bylaw serves or has
served in the aforesaid capacity for or on behalf of the Corporation shall be
deemed to be doing or to have done so in reliance upon, and as consideration
for, the right of indemnification provided herein. Such right shall incur to the
benefit of legal representatives of any such person and shall not be exclusive
of any other rights to which such person may be entitled apart from the
provision of this bylaw.
ARTICLE IX
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GENERAL PROVISIONS
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SECTION 1 DIVIDENDS The Board of Directors may from time to time
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declare, and the Corporation may pay, dividends on its outstanding shares in the
manner and upon the terms and conditions provided by law or by it charter.
SECTION 2 SEAL The corporate seal of the Corporation shall consist
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of two (2) concentric circles between which is the name of the Corporation and
the place of incorporation in the center of which is inscribed "Corporate Seal";
and such seal, as impressed on the margin hereof, is hereby adopted as the
corporate seal of the Corporation.
SECTION 3 WAIVER OF NOTICE Whenever any notice is required to be
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given to any shareholder of Director or under the provisions of the North
Carolina Business Corporation Act or under the provisions of the charter or
bylaws of this Corporation, a waiver thereof in writing signed by the person or
persons entitled to such notice, whether before or after the time stated
therein, shall be equivalent to the giving of such notice.
SECTION 4 FISCAL YEAR Unless otherwise ordered by the Board of
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Directors, the fiscal year of the Corporation shall be from January 1 to
December 31.
SECTION 5 AMENDMENTS Except as otherwise provided herein,
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these bylaws may be amended or repealed and new bylaws may be adopted by the
affirmative vote of a majority of the Directors then holding office at any
regular or special meeting of the Board of Directors.
The Board of Directors shall have power to adopt a bylaw.
a) requiring more than a majority of the voting share for a quorum at a
meeting of shareholders or more than a majority of the votes cast to constitute
action by the shareholders, except where higher percentages are required by law;
b) providing for the management of the Corporation otherwise that by the
Board of Directors or its Executive committee (if so formed);
c) increasing or decreasing the number of Directors; or
d) classifying and staggering the election of Directors.
No bylaw adopted or amended by the shareholders shall be altered or repealed by
the Board of Directors.
This is to certify that the foregoing is a true and accurate copy of the Bylaws
of Great Land Development Co., as approved and adopted by said Corporation
effective 30th Day of July, 1996
Dated:________________________________________
/S/DUANE BENNETT
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