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EXHIBIT 99.2
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BYLAWS
OF
HERITAGE FINANCIAL HOLDING CORPORATION
(A DELAWARE CORPORATION)
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TABLE OF CONTENTS
TO
BYLAWS
OF
HERITAGE FINANCIAL HOLDING CORPORATION
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ARTICLE I.........................................................................................................1
OFFICES ................................................................................................1
Section 1. Registered Office.............................................................1
Section 2. Principal Office..............................................................1
Section 3. Other Offices.................................................................1
ARTICLE II........................................................................................................1
MEETINGS OF STOCKHOLDERS.................................................................................1
Section 1. Annual Meetings...............................................................1
Section 2. Special Meetings..............................................................1
Section 3. Notice of Meetings............................................................1
Section 4. Adjournments..................................................................2
Section 5. Quorum........................................................................2
Section 6. Organization..................................................................2
Section 7. Voting; Proxies...............................................................2
Section 8. Fixing Date of Determination of Stockholders of Record........................3
Section 9. List of Stockholders Entitled to Vote.........................................4
Section 10. Action By Consent of Stockholders.............................................4
ARTICLE III.......................................................................................................4
BOARD OF DIRECTORS.......................................................................................4
Section 1. Number of Directors; Qualifications...........................................4
Section 2. Election......................................................................4
Section 3. Term..........................................................................5
Section 4. Resignation and Removal.......................................................5
Section 5. Vacancies.....................................................................5
Section 6. Quorum and Voting.............................................................5
Section 7. Regulations...................................................................6
Section 8. Annual Meeting................................................................6
Section 9. Regular Meetings..............................................................6
Section 10. Special Meetings..............................................................6
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Section 11. Notice of Meetings; Waiver of Notice..........................................6
Section 12. Committees of Directors.......................................................7
Section 13. Powers and Duties of Committees...............................................7
Section 14. Compensation of Directors.....................................................8
Section 15. Action Without Meeting........................................................8
ARTICLE IV........................................................................................................8
OFFICERS ................................................................................................8
Section 1. Principal Officers............................................................8
Section 2. Election of Principal Officers; Term of Office................................8
Section 3. Subordinate Officers, Agents and Employees....................................9
Section 4. Delegation of Duties of Officers..............................................9
Section 5. Removal of Officers...........................................................9
Section 6. Resignations..................................................................9
Section 7. Chairman of the Board.........................................................9
Section 8. Chief Executive Officer.......................................................9
Section 9. President.....................................................................9
Section 10. Vice President...............................................................10
Section 11. Secretary....................................................................10
Section 12. Treasurer....................................................................10
Section 13. Controller...................................................................10
Section 14. Bond.........................................................................10
ARTICLE V........................................................................................................11
CAPITAL STOCK...........................................................................................11
Section 1. Issuance of Certificates of Stock............................................11
Section 2. Signatures on Stock Certificates.............................................11
Section 3. Stock Ledger.................................................................11
Section 4. Regulations Relating to Transfer.............................................11
Section 5. Transfers....................................................................12
Section 6. Cancellation.................................................................12
Section 7. Lost, Destroyed, Stolen and Mutilated Certificates...........................12
ARTICLE VI.......................................................................................................12
INDEMNIFICATION.........................................................................................12
Section 1. Indemnification..............................................................12
Section 2. Indemnification Insurance....................................................13
ARTICLE VII......................................................................................................13
Section 1. Corporate Seal...............................................................13
Section 2. Fiscal Year..................................................................13
Section 3. Waiver of Notice.............................................................13
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Section 4. Execution of Instruments, Contracts, Etc.....................................14
ARTICLE VIII.....................................................................................................14
AMENDMENTS..............................................................................................14
Section 1. By Stockholders..............................................................14
Section 2. By Directors.................................................................14
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BYLAWS OF
HERITAGE FINANCIAL HOLDING CORPORATION
ARTICLE I
OFFICES
SECTION 1. REGISTERED OFFICE. The registered officer of the Corporation
in the State of Delaware is located at 1209 Orange Street, in the City of
Wilmington, County of New Castle.
SECTION 2. PRINCIPAL OFFICE. The principal office shall be at 211 Lee
Street, N.E., Decatur, Alabama, or such other place as the Board of Directors
shall by resolution designate from time to time.
SECTION 3. OTHER OFFICES. The Corporation may also have offices at such
other places both within and without the state of Alabama as the Board of
Directors may from time to time determine or the business of the Corporation may
require.
ARTICLE II
MEETINGS OF STOCKHOLDERS
SECTION 1. ANNUAL MEETINGS. An annual meeting of the stockholders of
the Corporation for the election of directors and for the transaction of such
other business that may properly come before the meeting shall be held at the
principal office of the Corporation, or at another place as the Board of
Directors may fix by resolution or as set forth in the notice of the meeting. In
the event that the Board of Directors shall not otherwise fix the time, date and
place of meeting, the annual meeting shall be held at such place, on such date,
and at such time as the Board of Directors shall each year fix, which date shall
be within thirteen (13) months of the last annual meeting of stockholders or, if
no such meeting has been held, the date of incorporation.
SECTION 2. SPECIAL MEETINGS. Special meetings of stockholders, unless
otherwise prescribed by the Certificate of Incorporation or by law, may be
called at any time by the Chairman of the Board, by the President or by order of
the Board of Directors. Special meetings of stockholders prescribed by law for
the election of directors shall be called by the Board of Directors, the
Chairman of the Board, the President, or the Secretary whenever required to do
so pursuant to applicable law. Special meetings of stockholders shall be held at
such time and such place, within or without the State of Delaware, as shall be
designated in the notice of meeting.
SECTION 3. NOTICE OF MEETINGS. Written notice of each annual and
special meeting of stockholders, other than any meeting the giving of notice of
which is otherwise prescribed by law, stating the place, date and hour of the
meeting, and, in the case of a special meeting, the purpose
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or purposes for which the meeting is called, shall be delivered or mailed, in
writing, at least ten but not more than sixty days before the date of such
meeting, to each stockholder entitled to vote thereat. If mailed, such notice
shall be deposited in the United States mail, postage prepaid, directed to such
stockholder at his address as the same appears on the records of the
Corporation. An affidavit of the Secretary, an Assistant Secretary or the
transfer agent of the Corporation that notice has been duly given shall be
evidence of the facts stated therein.
SECTION 4. ADJOURNMENTS. Any meeting of stockholders may be adjourned
to another time or place, and the Corporation may transact at any adjourned
meeting any business which might have been transacted at the original meeting.
Notice need not be given of the adjourned meeting if the time and place thereof
are announced at the meeting at which the adjournment is taken, unless (a) any
adjournment or series of adjournments caused the original meeting to be
adjourned for more than thirty days after the date originally fixed therefor, or
(b) a new record date is fixed for the adjourned meeting.
SECTION 5. QUORUM. Except as otherwise expressly required by law, by
the Certificate of Incorporation or by these Bylaws, the holders of record of a
majority of the outstanding shares of capital stock entitled to vote or act at
such meeting shall be present or represented by proxy in order to constitute a
quorum for the transaction of any business, but less than a quorum shall have
power by a majority vote thereof to adjourn any meeting until a quorum shall be
present. When a quorum is once present to organize a meeting, the quorum cannot
be destroyed by the subsequent withdrawal or revocation of the proxy of any
stockholder. Shares of capital stock owned by the Corporation or by another
corporation, if a majority of the shares of such other corporation entitled to
vote in the election of Directors of the Corporation is held by the Corporation,
shall not be counted for quorum purposes or entitled to vote; provided, however,
that the foregoing shall not limit the right of the Corporation to vote stock,
including but not limited to its own stock, held by it in a fiduciary capacity.
SECTION 6. ORGANIZATION. Meetings of stockholders shall be presided
over by the Chairman of the Board, if any, or in his absence by the Vice
Chairman of the Board, if any, or in his absence by the President, or in his
absence by a Vice President, or in the absence of the foregoing persons by a
chairman designated by the Board of Directors, or in the absence by a chairman
chosen at the meeting. The Secretary shall act as secretary of the meeting, but
in his absence the chairman of the meeting may appoint any person to act as
secretary of the meeting. The chairman of the meeting shall announce at the
meeting of stockholders the date and time of the opening and closing of the
polls for each matter upon which the stockholders will vote.
SECTION 7. VOTING; PROXIES. At any meeting of stockholders, each
stockholder holding, as of the record date, shares of stock entitled to be voted
on any matter at such meeting shall have one vote on each such matter submitted
to vote at such meeting for each such share of stock held by such stockholder,
as of the record date, as shown by the list of stockholders entitled to vote at
the meeting, unless the Certificate of Incorporation provides for more or less
than one vote for
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any share, on any matter, in which case every reference in these Bylaws to a
majority or other proportion of stock shall refer to such majority or other
proportion of the votes of such stock.
Each stockholder entitled to vote at a meeting of stockholders or to
express consent or dissent to corporate action in writing without a meeting may
authorize another person or persons to act for him by proxy, provided that no
proxy shall be voted or acted upon after three years from its date, unless the
proxy provides for a longer period. A duly executed proxy shall be irrevocable
if it states that it is irrevocable and if, and only so long as, it is coupled
with an interest, whether in the stock itself or in the Corporation generally,
sufficient in law to support an irrevocable power.
The Board of Directors, the Chairman of the Board, the President, or
the person presiding at a meeting of stockholders may appoint one or more
persons to act as inspectors of voting at any meeting with respect to any matter
to be submitted to a vote of stockholders at such meeting, with such powers and
duties, not inconsistent with applicable law, as may be appropriate.
SECTION 8. FIXING DATE OF DETERMINATION OF STOCKHOLDERS OF RECORD.
(a) The Board of Directors may fix, in advance, a record date, which
shall not be more than sixty nor less than ten days before the date of any
meeting of stockholders, nor more than sixty days prior to any other action, for
the purpose of determining stockholders entitled to notice of or to vote at such
meeting of stockholders or any adjournment thereof, or to express consent to
corporate action in writing without a meeting, or to receive payment of any
dividend or other distribution or allotment of any rights, or to exercise any
rights in respect of any change, conversion or exchange of stock or for the
purpose of any other lawful action.
(b) If no record date is fixed by the Board of Directors:
(i) The record date for determining stockholders entitled to
notice of or to vote at a meeting of stockholders shall be at the close
of business on the day next preceding the day on which notice is given,
or, if notice is waived, at the close of business on the day next
preceding the day on which the meeting is held;
(ii) The record date for determining stockholders entitled to
express consent to corporate action in writing without a meeting, when
no prior action by the Board of Directors is necessary, shall be the
day on which the first consent is expressed; and
(iii) The record date for determining stockholders for any
other purpose shall be at the close of business on the day on which the
Board of Directors adopts the resolution relating thereto.
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(c) A determination of stockholders of record entitled to notice of or
to vote at a meeting of stockholders shall apply to any adjournment of the
meeting; provided that the Board of Directors may fix a new record date for the
adjourned meeting.
SECTION 9. LIST OF STOCKHOLDERS ENTITLED TO VOTE. The officer who has
charge of the stock ledger of the Corporation shall prepare, or cause to be
prepared, and make at least ten days before every meeting of stockholders, a
complete list, based upon the record date for such meeting determined pursuant
to Article II, of the stockholders entitled to vote at the meeting, arranged in
alphabetical order, and showing the address of each stockholder and the number
of shares registered in the name of each stockholder. Such list shall be open to
the examination of any stockholder, 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, if such place
shall not be so specified, at the place where the meeting is to be held. The
list also shall be produced and kept at the time and place of the meeting during
the whole time thereof, and may be inspected by any stockholder who is present.
The stock ledger shall be the only evidence as to who are the
stockholders entitled to examine the stock ledger, the list of stockholders
entitled to vote at any meeting, or to inspect the books of the Corporation, or
to vote in person or by proxy at any meeting of stockholders.
SECTION 10. ACTION BY CONSENT OF STOCKHOLDERS. Unless otherwise
provided in the Certificate of Incorporation, whenever any action by the
stockholders at a meeting thereof is required or permitted by law, the
Certificate of Incorporation, or these Bylaws, such action may be taken without
a meeting, without prior notice and without a vote, if a consent in writing,
setting forth the action so taken, shall be signed by all of the holders of the
outstanding stock having not less than the minimum number of votes that would be
necessary to authorize or take such action at a meeting at which all shares
entitled to vote thereon were present and voted. Prompt notice of the taking of
such action without a meeting and by less than unanimous written consent shall
be given to those stockholders who have not consented in writing.
ARTICLE III
BOARD OF DIRECTORS
SECTION 1. NUMBER OF DIRECTORS; QUALIFICATIONS. The Board of Directors
of the Corporation shall consist of one or more members. The exact number of
Directors which shall constitute the whole Board of Directors shall be fixed
from time to time by resolution adopted by a majority of the whole Board of
Directors. Directors need not be stockholders.
SECTION 2. ELECTION. Except as otherwise provided by law, the
Certificate of Incorporation or these Bylaws, after the first meeting of the
Corporation at which Directors of the Corporation are elected, Directors shall
be elected in each year at the annual meeting of
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stockholders, or at a special meeting in lieu of the annual meeting called for
such purpose, by a plurality of votes case at such meeting. The voting of
Directors at any such meeting shall be by written ballot unless otherwise
provided in the Certificate of Incorporation.
SECTION 3. TERM. Each Director shall hold office until his successor is
duly elected and qualified, except in the event of the earlier termination of
his term of office by reason of death, resignation, removal or other reason.
SECTION 4. RESIGNATION AND REMOVAL. Any Director may resign at any time
upon written notice to the Board of Directors, the Chairman of the Board, the
President or the Secretary. The resignation of any Director shall take effect
upon receipt of notice thereof or at such later time as shall be specified in
such notice, and unless otherwise specified therein, the acceptance of such
resignation shall not be necessary to make it effective.
Any Director or the entire Board of Directors may be removed, with or
without cause, by the holders of a majority of the shares of capital stock then
entitled to vote at an election of Directors, except as otherwise provided by
applicable law.
SECTION 5. VACANCIES. Vacancies in the Board of Directors and newly
created directorships resulting from any increase in the authorized number of
Directors shall be filled by a majority of the Directors then in office, though
less than a quorum, or by a sole remaining Director.
If one or more Directors shall resign from the Board of Directors
effective at a future date, a majority of the Directors then in office,
including those who have so resigned at a future date, shall have power to fill
such vacancy or vacancies, the vote thereon to take effect and the vacancy to be
filled when such resignation or resignations shall become effective, and each
Director so chosen shall hold office as provided in this Article III in the
filling of other vacancies.
Each Director chosen to fill a vacancy on the Board of Directors shall
hold office until the next annual election of Directors and until his successor
shall be elected and qualified.
SECTION 6. QUORUM AND VOTING. Unless the Certificate of Incorporation
provides otherwise, at all meetings of the Board of Directors, a majority of the
total number of Directors shall be present to constitute a quorum for the
transaction of business. A Director interested in a contract or transaction may
be counted in determining the presence of a quorum at a meeting of the Board of
Directors which authorizes the contract or transaction. In the absence of a
quorum, a majority of the Directors present may adjourn the meeting until a
quorum shall be present.
Unless the Certificate of Incorporation provides otherwise, members of
the Board of Directors or any committee designated by the Board of Directors may
participate in a meeting of the Board of Directors or such committee by means of
a conference telephone or similar
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communications equipment by means of which all persons participating in the
meeting can hear each other, and participation in such a meeting shall
constitute presence in person at such meeting.
The vote 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 unless the
Certificate of Incorporation or these Bylaws shall require a vote of a greater
number.
SECTION 7. REGULATIONS. The Board of Directors may adopt such rules and
regulations for the conduct of the business and management of the Corporation,
not inconsistent with law or the Certificate of Incorporation or these Bylaws,
as the Board of Directors may deem proper. The Board of Directors may hold its
meetings and cause the books and records of the Corporation to be kept at such
place or places within or without the State of Delaware as the Board of
Directors may from time to time determine. A member of the Board of Directors,
or a member of any committee designated by the Board of Directors shall, in the
performance of his duties, be fully protected in relying in good faith upon the
books of account or reports made to the Corporation by any of its officers, by
an independent certified public accountant, or by an appraiser selected with
reasonable care by the Board of Directors or any committee of the Board of
Directors or in relying in good faith upon other records of the Corporation.
SECTION 8. ANNUAL MEETING. An annual meeting of the Board of Directors
shall be called and held for the purpose of organization, election of officers
and transaction of any other business. If such meeting is held promptly after
and at the place specified for the annual meeting of stockholders, no notice of
the annual meeting of the Board of Directors need be given. Otherwise, such
annual meeting shall be held at such time (not more than thirty days after the
annual meeting of stockholders) and place as may be specified in a notice of the
meeting.
SECTION 9. REGULAR MEETINGS. Regular meetings of the Board of Directors
shall be held at the time and place, within or without the State of Delaware, as
shall from time to time be determined by the Board of Directors. After there has
been such determination and notice thereof has been given to each member of the
Board of Directors, no further notice shall be required for any such regular
meeting. Except as otherwise provided by law, any business may be transacted at
any regular meeting.
SECTION 10. SPECIAL MEETINGS. Special meetings of the Board of
Directors may, unless otherwise prescribed by law, be called from time to time
by the Chairman of the Board or the President, and shall be called by the
Chairman of the Board, the President or the Secretary upon the written request
of a majority of the whole Board of Directors directed to the Chairman of the
Board, the President or the Secretary. Except as provided below, notice of any
special meeting of the Board of Directors, stating the time, place and purpose
of such special meeting, shall be given to each Director.
SECTION 11. NOTICE OF MEETINGS; WAIVER OF NOTICE. Notice of any meeting
of the Board of Directors shall be deemed to be duly given to a Director (i) if
mailed to such Director
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addressed to him at his address as it appears upon the books of the Corporation,
or at the address last made known in writing to the Corporation by such Director
as the address to which such notices are to be sent, at least five days before
the day on which such meeting is to be held, or (ii) if sent to him at such
address by telegraph, cable, radio or wireless not later than the day before the
day on which such meeting is to be held, or (iii) if delivered to him personally
or orally, by telephone or otherwise, not later than the day before the day on
which such meeting is to be held. Each such notice shall state the time and
place of the meeting and the purposes thereof.
Notice of any meeting of the Board of Directors need not be given to
any Director if waived by him in writing (or by telegram, cable, radio or
wireless and confirmed in writing) whether before or after the holding of such
meeting, or if such Director is present at such meeting. Any meeting of the
Board of Directors shall be a duly constituted meeting without any notice
thereof having been given if all Directors then in office shall be present
thereat.
SECTION 12. COMMITTEES OF DIRECTORS. The Board of Directors may, by
resolution or resolutions passed by a majority of the whole Board of Directors,
designate one or more committees, each committee to consist of one or more of
the Directors of the Corporation.
Except as hereinafter provided, vacancies in membership of any
committee shall be filled by the vote of a majority of the whole Board of
Directors. The Board of Directors 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. In the absence or disqualification of
any member of a committee (and his alternate appointed pursuant to the
immediately preceding sentence, if any), the member or members thereof present
at any meeting and not disqualified from voting, whether or not he or they
constitute a quorum, may unanimously appoint another member of the Board of
Directors to act at the meeting in the place of any such absent or disqualified
member. Members of a committee shall hold office for such period as may be fixed
by a resolution adopted by a majority of the whole Board of Directors, subject,
however, to removal at any time by the vote of a majority of the whole Board of
Directors.
SECTION 13. POWERS AND DUTIES OF COMMITTEES. Any committee, to the
extent provided in the resolution or resolutions creating such committee, shall
have and may exercise all the powers and authority of the Board of Directors 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 which may require it. No
such committee shall have the power or authority with regard to amending the
Certificate of Incorporation, adopting an agreement of merger or consolidation,
recommending to the stockholders the sale, lease or exchange of all or
substantially all of the Corporation's property and assets, recommending to the
stockholders a dissolution of the Corporation or a revocation of a dissolution,
or amending the By-laws. The Board of Directors may, in the resolution creating
a committee, grant to such committee the power and authority to declare a
dividend or authorize the issuance of stock.
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Each committee may adopt its own rules of procedure and may meet at
stated times or on such notice as such committee may determine. Except as
otherwise permitted by these Bylaws, each committee shall keep regular minutes
of its proceedings and report the same to the Board of Directors when required.
SECTION 14. COMPENSATION OF DIRECTORS. Each Director shall be entitled
to receive for attendance at each meeting of the Board of Directors or any duly
constituted committee thereof which he attends, such fee as is fixed by the
Board of Directors and in connection therewith shall be reimbursed by the
Corporation for travel expenses. The fees to such Directors may be fixed in
unequal amounts among them, taking into account their respective relationships
to the Corporation in other capacities. These provisions shall not be construed
to preclude any Director from receiving compensation in serving the Corporation
in any other capacity.
SECTION 15. ACTION WITHOUT MEETING. Unless otherwise restricted by the
Certificate of Incorporation, 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 proceedings of the Board of Directors or
such committee.
ARTICLE IV
OFFICERS
SECTION 1. PRINCIPAL OFFICERS. The principal officers of the
Corporation shall be elected by the Board of Directors and may include a
Chairman of the Board, a President, a Secretary and a Treasurer and may, at the
discretion of the Board of Directors, also include a Vice Chairman of the Board,
one or more Vice Presidents, and a Controller. Except as otherwise provided in
the Certificate of Incorporation or these Bylaws, one person may hold the
offices and perform the duties of any two or more of said principal offices
except the offices and duties of President and Vice President or of Chairman of
the Board or President and Secretary. None of the principal officers need be
Directors of the Corporation.
SECTION 2. ELECTION OF PRINCIPAL OFFICERS; TERM OF OFFICE. The
principal officers of the Corporation shall be elected annually by the Board of
Directors at such annual meeting of the Board of Directors. Failure to elect any
principal officer annually shall not dissolve the Corporation.
If the Board of Directors shall fail to fill any principal office at an
annual meeting, or if any vacancy in any principal office shall occur, or if any
principal office shall be newly created, such principal office may be filled at
any regular or special meeting of the Board of Directors.
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Each principal officer shall hold office until his successor is duly
elected and qualified, or until his earlier death, resignation or removal,
provided that the terms of office of all Vice Presidents shall terminate at any
annual meeting of the Board of Directors at which the President is elected.
SECTION 3. SUBORDINATE OFFICERS, AGENTS AND EMPLOYEES. In addition to
the principal officers, the Corporation may have one or more Assistant
Treasurers, Assistant Secretaries, and such other subordinate officers, agents
and employees as the Board of Directors may deem advisable, each of whom shall
hold office for such period and have such authority and perform such duties as
the Board of Directors, the Chairman of the Board, the President, or any officer
designated by the Board of Directors, may from time to time determine. The Board
of Directors at any time may appoint and remove, or may delegate to any
principal officer the power to appoint and to remove, any subordinate officer,
agent or employee of the Corporation.
SECTION 4. DELEGATION OF DUTIES OF OFFICERS. The Board of Directors may
delegate the duties and powers of any officer of the Corporation to any other
officer or to any Director for a specified period of time for any reason that
the Board of Directors may deem sufficient.
SECTION 5. REMOVAL OF OFFICERS. Any officer of the Corporation may be
removed, with or without cause, by resolution adopted by a majority of the
Directors then in office at any regular or special meeting of the Board of
Directors or by a written consent signed by all of the Directors then in office.
SECTION 6. RESIGNATIONS. Any officer may resign at any time by giving
written notice of resignation to the Board of Directors, to the Chairman of the
Board, to the President or to the Secretary. Any such resignation shall take
effect upon receipt of such notice or at any later time specified therein.
Unless otherwise specified in the notice, the acceptance of a resignation shall
not be necessary to make the resignation effective.
SECTION 7. CHAIRMAN OF THE BOARD. The Chairman of the Board shall
preside at all meetings of stockholders and of the Board of Directors at which
he is present. The Chairman of the Board shall have such other powers and
perform such other duties as may be assigned to him from time to time by the
Board of Directors.
SECTION 8. CHIEF EXECUTIVE OFFICER. The Chief Executive Officer of the
Corporation and shall have general supervision over the business and affairs of
the Corporation and shall be responsible for carrying out the policies and
objectives established by the Board of Directors.
SECTION 9. PRESIDENT. The President shall, in the absence of the
Chairman of the Board, preside at all meetings of the stockholders and of the
Board of Directors at which he is present. The President shall have all powers
and duties usually incident to the office of the President, except as
specifically limited by a resolution of the Board of Directors. The President
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shall have such other powers and perform such other duties as may be assigned to
him from time to time by the Board of Directors.
SECTION 10. VICE PRESIDENT. In the absence or disability of the
President or if the office of President be vacant, the Vice Presidents in the
order determined by the Board of Directors, or if no such determination has been
made, in the order of their seniority, shall perform the duties and exercise the
powers of the President, subject to the right of the Board of Directors at any
time to extend or confine such powers and duties or to assign them to others.
Any Vice President may have such additional designation in his title as the
Board of Directors may determine. The Vice Presidents shall generally assist the
President in such manner as the President shall direct. Each Vice President
shall have such other powers and perform such other duties as may be assigned to
him from time to time by the Board of Directors or the President.
SECTION 11. SECRETARY. The Secretary shall act as Secretary of all
meetings of stockholders and of the Board of Directors at which he is present,
shall record all the proceedings of all such meetings in a book to be kept for
that purpose, shall have supervision over the giving and service of notices of
the Corporation, and shall have supervision over the care and custody of the
records and seal of the Corporation. The Secretary shall be empowered to affix
the corporate seal to documents, the execution of which on behalf of the
Corporation under its seal is duly authorized, and when so affixed may attest
the same. The Secretary shall have all powers and duties usually incident to the
office of Secretary, except as specifically limited by a resolution of the Board
of Directors. The Secretary shall have such other powers and perform such other
duties as may be assigned to him from time to time by the Board of Directors or
the President.
SECTION 12. TREASURER. The Treasurer shall have general supervision
over the care and custody of the funds and over the receipts and disbursements
of the Corporation and shall cause the funds of the Corporation to be deposited
in the name of the Corporation in such banks or other depositaries as the Board
of Directors may designate. The Treasurer shall have supervision over the care
and safekeeping of the securities of the Corporation. The Treasurer shall have
all powers and duties usually incident to the office of Treasurer, except as
specifically limited by a resolution of the Board of Directors. The Treasurer
shall have such other powers and perform such other duties as may be assigned to
him from time to time by the Board of Directors or the President.
SECTION 13. CONTROLLER. The Controller shall be the chief accounting
officer of the Corporation and shall have supervision over the maintenance and
custody of the accounting operations of the Corporation, including the keeping
of accurate accounts of all receipts and disbursements and all other financial
transactions. The Controller shall have all powers and duties usually incident
to the office of Controller, except as specifically limited by a resolution of
the Board of Directors. The Controller shall have such other powers and perform
such other duties as may be assigned to him from time to time by the Board of
Directors or the President.
SECTION 14. BOND. The Board of Directors shall have power, to the
extent permitted by law, to require any officer, agent or employee of the
Corporation to give bond for the faithful
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discharge of his duties in such form and with such surety or sureties as the
Board of Directors may determine.
ARTICLE V
CAPITAL STOCK
SECTION 1. ISSUANCE OF CERTIFICATES OF STOCK. Each stockholder of the
Corporation shall be entitled to a certificate or certificates in such form as
shall be approved by the Board of Directors, certifying the number of shares of
capital stock of the Corporation owned by such stockholder.
SECTION 2. SIGNATURES ON STOCK CERTIFICATES. Certificates for shares of
capital stock of the Corporation shall be signed by the Chairman of the Board or
the President and another officer as designated by the Board of Directors. Any
of or all the signatures on the certificates may be a facsimile. In case 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, such certificate
may be issued by the Corporation with the same effect as if such signer were
such officer at the date of issue.
SECTION 3. STOCK LEDGER. A record of all certificates for capital stock
issued by the Corporation shall be kept by the Secretary or any other officer or
employee of the Corporation designated by the Secretary or by any transfer clerk
or transfer agent appointed pursuant to Article V, Section 4, hereof. Such
record shall show the name and address of the person, firm or corporation in
which certificates for capital stock are registered, the number of shares
represented by each such certificate, the date of each such certificate, and in
case of certificates which have been canceled, the dates of cancellation
thereof.
The Corporation shall be entitled to treat the holder of record of
shares of capital stock as shown on the stock ledger as the owner thereof and as
the person entitled to receive dividends thereon, to vote such shares and to
receive notice of meetings, and for all other purposes. The Corporation shall
not be bound to recognize any equitable or other claim to or interest in any
share of capital stock on the part of any other person whether or not the
Corporation shall have express or other notice thereof.
SECTION 4. REGULATIONS RELATING TO TRANSFER. The Board of Directors may
make such rules and regulations as it may deem expedient, not inconsistent with
law, the Certificate of Incorporation or these Bylaws, concerning issuance,
transfer and registration of certificates for shares of capital stock of the
Corporation. The Board of Directors may appoint, or authorize any principal
officer to appoint, one or more transfer clerks or one or more transfer agents
and one or more registrars and may require all certificates for capital stock to
bear the signature or signatures of any of them.
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SECTION 5. TRANSFERS. Transfers of capital stock shall be made on the
books of the Corporation only upon delivery to the Corporation or its transfer
agent of (i) a written direction of the registered holder named in the
certificate or such holder's attorney lawfully constituted in writing, (ii) the
certificate for the shares of capital stock being transferred, and (iii) a
written assignment of the shares of capital stock evidenced thereby.
SECTION 6. CANCELLATION. Each certificate for capital stock surrendered
to the Corporation for exchange or transfer shall be canceled and no new
certificate or certificates shall be issued in exchange for any existing
certificate (other than pursuant to Article V, Section 7, hereof) until such
existing certificate shall have been canceled.
SECTION 7. LOST, DESTROYED, STOLEN AND MUTILATED CERTIFICATES. In the
event that any certificate for shares of capital stock of the Corporation shall
be mutilated, the Corporation shall issue a new certificate in place of such
mutilated certificate. In case any such certificate shall be lost, stolen or
destroyed, the Corporation may, in the discretion of the Board of Directors or a
committee designated thereby with power so to act, issue a new certificate for
capital stock in the place of any such lost, stolen or destroyed certificate.
The applicant for any substituted certificate or certificates shall surrender
any mutilated certificate or, in the case of any lost, stolen or destroyed
certificate, furnish satisfactory proof of such loss, theft or destruction of
such certificate and of the ownership thereof. The Board of Directors or such
committee may, in its discretion, require the owner of a lost or destroyed
certificate, or his representatives, to furnish to the Corporation a bond with
an acceptable surety or sureties and in such sum as will be sufficient to
indemnify the Corporation against any claim that may be made against it on
account of the lost, stolen or destroyed certificate or the issuance of such new
certificate. A new certificate may be issued without requiring a bond when, in
the judgment of the Board of Directors, it is proper to do so.
ARTICLE VI
INDEMNIFICATION
SECTION 1. INDEMNIFICATION. The Corporation shall, to the full extent
permitted by applicable law, indemnify any person (and the heirs, executors and
administrators of such person) who, by reason of the fact that he is or was a
Director, officer, employee or agent of the Corporation or of a constituent
corporation absorbed by the Corporation in a consolidation or merger or is or
was serving at the request of the Corporation or such constituent corporation as
a director, officer, employee or agent of any other corporation, partnership,
joint venture, trust or other enterprise, was or is a party or is threatened to
be a party to:
(a) any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative
(other than an action by or in the right of the Corporation), against
expenses (including attorneys' fees),
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judgments, fines and amounts paid in settlement actually and reasonably
incurred by such person in connection with any such action, suit or
proceeding, or,
(b) any threatened, pending or completed action or suit by or
in the right of the Corporation to procure a judgment in its favor,
against expenses (including attorneys' fees) actually and reasonably
incurred by him in connection with the defense or settlement of such
action or suit.
Any indemnification by the Corporation pursuant hereto shall be made
only in the manner and to the extent authorized by applicable law, and any such
indemnification shall not be deemed exclusive of any other rights to which those
seeking indemnification may otherwise be entitled.
SECTION 2. INDEMNIFICATION INSURANCE. The Corporation shall have power
to purchase and maintain insurance on behalf of any person who is or was a
Director, officer, employee or agent of the Corporation, or is or was serving at
the request of the Corporation as a Director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise
against any liability asserted against him and incurred by him in any such
capacity, or arising out of his status as such, whether or not the Corporation
would have the power to indemnify him against such liability under applicable
law.
ARTICLE VII
MISCELLANEOUS PROVISIONS
SECTION 1. CORPORATE SEAL. The seal of the Corporation shall have the
name of the Corporation inscribed thereon and shall be in such form as may be
approved from time to time by the Board of Directors.
SECTION 2. FISCAL YEAR. The fiscal year of the Corporation shall be
fixed by the Board of Directors.
SECTION 3. WAIVER OF NOTICE. Whenever any notice is required to be
given under any provision of law, the Certificate of Incorporation, or these
Bylaws, a written waiver thereof, signed by the person or persons entitled to
such notice, whether before or after the time stated therein, shall be deemed
equivalent to notice. Neither the business to be transacted at, nor the purpose
of, any regular or special meeting of the stockholders, Directors, or members of
a committee of Directors, need be specified in any written waiver of notice
unless so required by the Certificate of Incorporation.
Attendance of a person at a meeting shall constitute a waiver of notice
of such meeting, except when the person attends a 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.
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SECTION 4. EXECUTION OF INSTRUMENTS, CONTRACTS, ETC.
(a) All checks, drafts, bills of exchange, notes or other obligations
or orders for the payment of money shall be signed in the name of the
Corporation by the President or such other officer or officers or person or
persons, as the Board of Directors may from time to time designate.
(b) Except as otherwise provided by law, the Board of Directors, any
committee given specific authority in the premises by the Board of Directors, or
any committee given authority to exercise generally the powers of the Board of
Directors during the intervals between meetings of the Board of Directors, may
authorize any officer, employee or agent, in the name of and on behalf of the
Corporation, to enter into or execute and deliver deeds, bonds, mortgages,
contracts and other obligations or instruments, and such authority may be
general or confined to specific instances.
(c) All applications, written instruments and papers required by or
filed with any department of the United States Government or any state, county,
municipal or other governmental official or authority, may, if permitted by
applicable law, be executed in the name of the Corporation by any principal
officer or subordinate officer of the Corporation, or, to the extent designated
for such purpose from time to time by the Board of Directors, by an employee or
agent of the Corporation. Such designation may contain the power to substitute,
in the discretion of the person named, one or more other persons.
ARTICLE VIII
AMENDMENTS
SECTION 1. BY STOCKHOLDERS. These Bylaws may be amended, altered or
repealed, or new Bylaws may be adopted, at any meeting of stockholders by the
vote of the holders of not less than a majority of the outstanding shares of
stock entitled to vote thereat, provided that, in the case of a special meeting,
notice that an amendment is to be considered and acted upon shall be inserted in
the notice or waiver of notice of said meeting.
SECTION 2. BY DIRECTORS. To the extent permitted by the Certificate of
Incorporation, these Bylaws may be amended, altered or repealed, or new Bylaws
may be adopted, at any regular or special meeting of the Board of Directors by
the affirmative vote of a majority of the whole Board.
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