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Previous: RGW ACQUISITION CORP I, 10SB12G, EX-3, 2000-10-23 |
Next: BLACKROCK 2012 TERM TRUST, N-8A, 2000-10-23 |
RGW Acquisition Corporation I, Inc.
(A Georgia Corporation)
BYLAWS
ARTICLE ONE: NAME AND OFFICES
1.01 Name. The name of the Corporation is RGW Acquisition Corporation I, Inc., hereinafter
referred to as the "Corporation"
1.02 Registered Office and Agent. The Corporation shall establish, designate and maintain
a registered office and agent in the State of Georgia. The registered office of the
Corporation shall be at 101 Marietta St., Suite 1070, Atlanta, GA 30303
1.03 Change of Registered Office or Agent. The Corporation may change its registered
office or change its registered agent, or both, as the Board of Directors may from time to
time determine.
1.04 Other Offices. The Corporation may have offices at such places both within and
without the State of Georgia, or within or without the United States and in any foreign
countries as the Board of Directors may from time to time determine or the business of the
Corporation may require.
ARTICLE TWO: SHAREHOLDERS
2.01 Place of Meetings. All meetings of the Shareholders for the election of Directors and
for any other purpose may be held at such time and place, within or without the State of
Georgia, as stated in the notice of the meeting or in a duly executed waiver of notice
thereof.
2.02 Annual Meeting. An annual meeting of the Shareholders for the election of Directors
and for the transaction of such other business as may properly come before the meeting
shall be held each year on the first Monday in January, beginning in 2001, or such other
date as may be selected by the Board of Directors from time to time. At the meeting, the
Shareholders shall elect Directors and transact such other business as may properly be
brought before the meeting.
2.03 Special Meeting. Special meetings of the Shareholders, for any purpose or purposes,
unless otherwise prescribed by statute or by the Articles of Incorporation, or by these
Bylaws, may be called by the President, the Secretary, the Board of Directors, or the
holders of not less than one tenth of all the shares entitled to vote at the meeting.
Business transacted at a special meeting shall be confined to the subjects stated in the
notice of the meeting.
2.04 Notice. Written or printed notice stating the place, day and hour of the meeting and,
in case of a special meeting, the purpose or purposes for which the meeting is called,
shall be delivered not less than ten nor more than sixty days before the date of the
meeting, either personally or by mail, by or at the direction of the person calling the
meeting, to each Shareholder of record entitled to vote at the meeting. If mailed, such
notice shall be deemed to be delivered when deposited in the United States mail addressed
to the Shareholder at his address as it appears on the stock transfer books of the
Corporation, with postage thereon prepaid.
2.05 Voting List. At least ten days before each meeting of Shareholders a complete list of
the Shareholders entitled to vote at such meeting, arranged in alphabetical order and
setting forth the address of each and the number of voting shares held by each, shall be
prepared by the Officer or agent having charge of the stock transfer books. Such list, for
a period of ten days prior to such meeting, shall be kept on file at the registered office
of the Corporation and shall be subject to inspection by any Shareholder during the whole
time of the meeting.
2.06 Quorum. The holders of a majority of the shares issued and outstanding and entitled
to vote thereat, present in person or represented by proxy, shall be requisite and shall
constitute a quorum at all meetings of the Shareholders for the transaction of business
except as otherwise provided by statute, by the Articles of Incorporation or by these
Bylaws. If a quorum is not present or represented at a meeting of the Shareholders, the
Shareholders entitled to vote thereat, present in person or by proxy, shall have power to
adjourn the meeting from time to time, without notice other than announcement at the
meeting, until a quorum is present or represented. At such adjourned meeting at which a
quorum is present or represented, any business may be transacted which might have been
transacted at the meeting as originally notified.
2.07 Majority Vote: Withdrawal of Quorum. When a quorum is present at any meeting, the
vote of the holders of a majority of the shares 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 the statutes or of the Articles of
Incorporation or of these Bylaws, a different vote is required, in which case such express
provision shall govern and control the decision of such question.
2.08 Method of Voting. Each outstanding share, regardless of class, shall be entitled to
one vote on each matter subject to a vote at a meeting of Shareholders, except to the
extent that the voting rights of the shares of any class or classes are limited or denied
by the Articles of Incorporation. The Board of Directors may, in the future, at their
discretion, direct that voting be cumulative, according to any plan adopted by the Board.
At any meeting of the Shareholders, every Shareholder having the right to vote may vote
either in person or by proxy executed in writing by the Shareholder or by his duly
authorized attorney-in-fact.
No proxy shall be valid after eleven months from the date of its execution, unless otherwise provided in the proxy. Each proxy shall be revocable unless expressly provided therein to be irrevocable or unless otherwise made irrevocable by law. Each proxy shall be filed with the Secretary of the Corporation prior to, or at the time of, the meeting. Voting for Directors shall be in accordance with Section 3.06 of these Bylaws. Any vote may be taken via voice or by show of hands unless someone entitled to vote objects, in which case written ballots shall be used. Cumulative voting is not prohibited.
2.09 Record Date: Closing Transfer Books. The Board of Directors may fix in advance a
record date for the purpose of determining Shareholders entitled to notice of, or to vote
at, a meeting of Shareholders, such record date to be not less than ten nor more than
sixty days prior to such meeting; or the Board of Directors may close the stock transfer
books for such purpose for a period of not less than ten nor more than sixty days prior to
such meeting. In the absence of any action by the Board of Directors, the date upon which
the notice of the meeting is mailed shall be the record date.
2.10 Action Without Meeting. Unless otherwise provided in the Certificate of
Incorporation, any action required to be taken at any annual or special meeting of
Shareholders or any action which may be taken at any annual or special meeting of
Shareholders, may be taken without a meeting, without prior notice, and without a vote, if
a consent or consents in writing, setting forth the action so taken, is signed by the
holder or holders of shares having not less than the minimum number of votes that would be
necessary to take such action at a meeting at which the holders of all shares entitled to
vote on the action were present and voted.
Such consent or consents shall have the same force and effect as the requisite vote of
the Shareholders at a meeting. The signed consent or consents, or a copy or copies
thereof, shall be placed in the minute book of the Corporation. Such consents may be
signed in multiple counterparts, each of which shall constitute an original for all
purposes, and all of which together shall constitute the requisite written consent or
consents of the Shareholders, if applicable. A telegram, telex, cablegram, or similar
transaction by a Shareholder, or a photographic, photo-static, facsimile or similar
reproduction of a writing signed by a Shareholder, shall be regarded as signed by the
Shareholder for purposes of this Section 2.10.
2.11 Order of Business at Meetings. The order of business at annual meetings, and so far
as practicable at other meetings of Shareholders, shall be as follows unless changed by
the Board of Directors:
(a) Call to order
(b) Proof of due notice of meeting
(c) Determination of quorum and, if necessary, examination of proxies
(d) Announcement of availability of voting list (See Bylaw 2.05)
(e) Announcement of distribution of annual reports (See Bylaw 8.03)
(f) Reading and disposing of minutes of last meeting of Shareholders
(g) Reports of Officers and committees, if deemed necessary
(h) Appointment of voting inspectors
(I) Unfinished business
(j) New business
(k) Nomination of Directors
(l) Opening of polls for voting
(m) Recess
(n) Reconvening; closing of polls
(o) Report of voting inspectors
(p) Other business
(q) Adjournment
ARTICLE THREE: DIRECTORS
3.01 Management. The business and affairs of the Corporation shall be managed by the Board
of Directors, which may exercise all such powers of the Corporation and do all such lawful
acts and things as are not, by statute or by the Articles of Incorporation or by these
Bylaws, directed or required to be exercised or done by the Shareholders.
3.02 Number; Qualification; Election; Term. The Board of Directors shall consist of not
less than one member nor more than five members; provided however, the Board of Directors
in effect as of the date of effectiveness of these Bylaws consists of three members. A
Director need not be a Shareholder or resident of any particular state or country. The
Directors shall be elected at the annual meeting of the Shareholders, except as provided
in Bylaw 3.03 and
3.05. Each Director elected shall hold office until his successor is elected and
qualified. Each person elected as a Director shall be deemed to have qualified unless he
states his refusal to serve shortly after being notified of his election.
3.03 Change in Number. The number of Directors may be increased or decreased from time to
time by amendment to the Bylaws, but no decrease shall have the effect of shortening the
term of any incumbent Director. Any directorship to be filled by reason of an increase in
the number of Directors shall be filled by the Board of Directors for a term of office
continuing only until the next election of one or more Directors by the Shareholders;
provided that the Board of Directors may not fill more than two such directorships during
the period between any two successive annual meetings of Shareholders.
3.04 Removal. Any Director may be removed either for or without cause at any special or
annual meeting of Shareholders by the affirmative vote of a majority, in number of shares,
of the Shareholders present in person or by proxy at such meeting and entitled to vote for
the election of such Director if notice of intention to act upon such matter is given in
the notice calling such meeting.
3.05 Vacancies. Any unfilled directorship position, or any vacancy occurring in the Board
of Directors (by death, resignation, removal or otherwise), shall be filled by an
affirmative vote of a majority of the remaining Directors though less than a quorum of the
Board of Directors.
A Director elected to fill a vacancy shall be elected for the unexpired term of his
predecessor in office, except that a vacancy occurring due to an increase in the number of
Directors shall be filled in accordance with Section 3.03 of these Bylaws.
3.06 Election of Directors. Directors shall be elected by majority vote.
3.07 Place of Meeting. Meetings of the Board of Directors, regular or special, may be held
either within or without the State of Georgia.
3.08 First Meeting. The first meeting of each newly elected Board of Directors shall be
held without further notice immediately following the annual meeting of Shareholders, and
at the same place, unless the Directors change such time or place by unanimous vote.
3.09 Regular Meetings. Regular meetings of the Board of Directors may be held without
notice at such time and place as determined by the Board of Directors.
3.10 Special Meetings. Special meetings of the Board of Directors may be called by the
President or by any Director on three days notice to each Director, given either
personally or by mail or by telegram. Except as otherwise expressly provided by statute,
or by the Articles of Incorporation, or by these Bylaws, neither the business to be
transacted at, nor the purpose of, any special meeting of the Board of Directors need be
specified in a notice or waiver of notice.
3.11 Majority Vote. At all meetings of the Board of Directors, a majority of the number of
Directors then elected and qualified shall constitute a quorum for the transaction of
business. The act of a majority of the Directors present at any meeting at which a quorum
is present shall be the act of the Board of Directors, except as otherwise specifically
provided by statute or by the Articles of Incorporation or by these Bylaws.
If a quorum is not present at a meeting of the Board of Directors, the Directors
present thereat my adjourn the meeting from time to time, without notice other than
announcement at the meeting, until a quorum is present.
Each Director who is present at a meeting will be deemed to have assented to any action
taken at such meeting unless his dissent to the action is entered in the minutes of the
meeting, or unless he files his written dissent thereto with the Secretary of the meeting
or forwards such dissent by registered mail to the Secretary of the Corporation
immediately after such meeting.
3.12 Compensation. By resolution of the Board of Directors, the Directors may be paid
their expenses, if any, of attendance at each meeting of the Board of Directors and may be
paid a fixed sum for attendance of each meeting of the Board of Directors, or a stated
salary as Director. No such payment shall preclude any Director from serving the
Corporation in any other capacity and receiving compensation therefor. Members of any
executive, special or standing committees established by the Board of Director, may, by
resolution of the Board of Directors, be allowed like compensation and expenses for
attending committee meetings.
3.13 Procedure. The Board of Directors shall keep regular minutes of its proceedings. The
minutes shall be placed in the minute book of the Corporation.
3.14 Interested Directors, Officers and Shareholders.
(a) If Paragraph (b) is satisfied, no contract or other transaction between the
Corporation and any of its Directors, Officers or Shareholders (or any corporation or firm
in which any of them are directly or indirectly interested) shall be invalid solely
because of such relationship or because of the presence of such Director, Officer or
Shareholder at the meeting authorizing such contract or transaction, or his participation
in such meeting or authorization.
(b) Paragraph (a) shall apply only if:
(1) The material facts of the relationship or interest of each such Director, Officer or Shareholder are known or disclosed:
(A) To the Board of Directors and it nevertheless authorizes or ratifies the
contract or transaction by a majority of the Directors present, each such interested
Director to be counted in determining whether a quorum is present
but not in calculating the majority necessary to carry the vote; or
(B) To the Shareholders and they nevertheless authorize or ratify the contract or
transaction by a majority of the shares present, each such interested person to be counted
for a quorum and voting purposes; or
(2) The contract or transaction is fair to the Corporation as of the time it is authorized or ratified by the Board of Directors, a committee of the Board or the Shareholders.
(c) This provision shall not be construed to invalidate a contract or transaction which would be valid in the absence of this provision.
3.15 Certain Officers. The President shall be elected from among the members of the
Board of Directors.
3.16 Action Without Meeting. Any action required or permitted to be taken at a meeting of
the Board of Directors may be taken without a meeting if a consent in writing, setting
forth the action so taken, is signed by all members of the Board of Directors. Such
consent shall have the same force and effect as unanimous vote of the Board of Directors
at a meeting. The signed consent, or a signed copy thereof, shall be placed in the minute
book of the Corporation. Such consents may be signed in multiple counterparts, each of
which shall constitute an original for all purposes, and all of which together shall
constitute the unanimous written consent of the Directors.
ARTICLE FOUR: EXECUTIVE COMMITTEE
4.01 Designation. The Board of Directors may, by resolution adopted by a majority of the
whole Board, designate an Executive Committee from among its members.
4.02 Number; Qualification; Term. The Executive Committee shall consist of one or more
Directors. The Executive Committee shall serve at the pleasure of the Board of Directors.
4.03 Authority. The Executive Committee shall have and may exercise the authority of the Board of Directors in the management of the business and affairs of the Corporation except where action of the full Board of Directors is required by statute or by the Articles of Incorporation, and shall have power to authorize the seal of the Corporation to be affixed to all papers which may require it; except that the Executive Committee shall not have authority to amend the Articles of Incorporation; approve a plan of merger or consolidation; recommend to the Shareholders the sale, lease, or exchange of all or substantially all of the property and assets of the Corporation other than in the usual and regular course of its business; recommend to the Shareholders the voluntary dissolution of the Corporation; amend, alter, or repeal the Bylaws of the Corporation or adopt new Bylaws for the Corporation; fill any vacancy in the Board of Directors or any other corporate committee; fix the compensation of any member of any corporate committee; alter or repeal any resolution of the Board of Directors; declare a dividend; or authorized the issuance of shares of the Corporation. Each Director shall be deemed to have assented to any action of the Executive Committee unless, within seven days after receiving actual or constructive notice of such action, he delivers his written dissent thereto to the Secretary of the Corporation.
4.04 Change in Number. The number of Executive Committee members may be increased or
decreased (but not below one) from time to time by resolution adopted by a majority of the
Board of Directors.
4.05 Removal. Any member of the Executive Committee may be removed by the
Board of Directors by the affirmative vote of a majority of the Board of Directors
whenever in its judgment the best interests of the Corporation will be served thereby.
4.06 Vacancies. A vacancy occurring in the Executive Committee (by death, resignation,
removal or otherwise) shall be filled by the Board of Directors in the manner provided for
original designation in Section 4.01 above.
4.07 Meetings. Time, place and notice, if any, of Executive Committee meetings shall be as
determined by the Executive Committee.
4.08 Quorum: Majority Vote. At meetings of the Executive Committee, a majority of the
members shall constitute a quorum for the transaction of business. The act of a majority
of the members present at any meeting at which a quorum is present shall be the act of he
Executive Committee, except as otherwise specifically provided by statute or by the
Articles of Incorporation or by these Bylaws. If a quorum is not present at a meeting of
the Executive Committee, the members present thereat may adjourn the meeting from time to
time, without notice other than announcement at the meeting, until a quorum is present.
4.09 Compensation. By resolution of the Board of Directors, the members of the Executive
Committee may be paid their expenses, if any, of attendance at each meeting of the
Executive Committee and may be paid a fixed sum for attendance at each meeting of the
Executive Committee or a stated salary as a member thereof. No such payment shall preclude
any member from serving the Corporation in any other capacity and receiving compensation
therefor.
4.10 Procedure. The Executive Committee shall keep regular minutes of its proceedings and
report the same to the Board of Directors when required. The minutes of the proceedings of
the Executive Committee shall be placed in the minute book of the Corporation.
4.11 Action Without Meeting. Any action required or permitted to be taken at a meeting of
the Executive Committee may be taken without a meeting if a consent in writing, setting
forth the action so taken, is signed by all the members of the Executive Committee. Such
consent shall have the same force and effect as a unanimous vote at a meeting. The signed
consent, or a signed copy thereof, shall be placed in the minute book. Such consents may
be signed in multiple counterparts, each of which shall constitute an original for all
purposes, and all of which together shall constitute the unanimous written consent of the
Directors.
4.12 Responsibility. The designation of an Executive Committee and the delegation of
authority to it shall not operate to relieve the Board of Directors, or any member
thereof, of any responsibility imposed by law.
ARTICLE FIVE: NOTICE
5.01 Method. Whenever by statute or the Articles of Incorporation or these Bylaws notice
is required to be given to any Director or Shareholder and no provision is made as to how
such notice shall be given, it shall not be construed to mean personal notice, but any
such notice may be given:
(a) in writing, by mail, postage prepaid, addressed to such Director or
Shareholder at such address as appears on the books of the Corporation; or
(b) by any other method permitted by law.
Any notice required or permitted to be given by mail shall be deemed to be given at the
time it is deposited in the United States mail.
5.02 Waiver. Whenever, by statute or the Articles of Incorporation or these Bylaws, notice
is required to be given to a Shareholder or Director, a waiver thereof in writing signed
by the person or persons entitled to such notice, whether before or after the time stated
in such notice, shall be equivalent to the giving of such notice. Attendance of a Director
at a meeting shall constitute a waiver of notice of such meeting except where a Director
attends for the express purpose of objecting to the transaction of any business on the
grounds that the meeting is not lawfully called or convened.
5.03 Telephone Meetings. Shareholders, Directors, or members of any committee, may hold
any meeting of such Shareholders, Directors, or committee by means of conference telephone
or similar communications equipment which permits all persons participating in the meeting
to hear each other. Actions taken at such meeting shall have the same force and effect as
a vote at a meeting in person. The Secretary shall prepare a memorandum of the actions
taken at conference telephone meetings.
ARTICLE SIX: OFFICERS AND AGENTS
6.01 Number: Qualification: Election: Term.
(a) The Corporation shall have:
(1) A Chairman of the Board (should the Board of Directors so choose to
select), a President, a Vice-President, a Secretary and a Treasurer, and
(2) Such other Officers (including one or more Vice-Presidents, and assistant Officers and
agents) as the Board of Directors authorizes from time to time.
(b) No Officer or agent need be a Shareholder, a Director or a resident of Georgia except
as provided in Sections 3.15 and 4.02 of these Bylaws.
Officers named in Section 6.01(a)(1) above shall be elected by the Board of Directors on
the expiration of an Officer's term or whenever a vacancy exists. Officers and agents
named in Section 6.01 (a)(2) may be elected by the Board of Directors at any meeting.
(d) Unless otherwise specified by the Board at the time of election or appointment, or
in an employment contract approved by the Board, each Officer's and agent's term shall end
at the first meeting of Directors after the next annual meeting of Shareholders. He shall
serve until the end of his term or, if earlier, his death, resignation or removal.
(e) Any two or more offices may be held by the same person.
6.02 Removal and Resignation. Any Officer or agent elected or appointed by the Board of
Directors may be removed with or without cause by a majority of the Directors at any
regular or special meeting of the Board of Directors. Any Officer may resign at any time
by giving written notice to the Board of Directors or to the President or Secretary.
Any such resignation shall take effect upon receipt of such notice if no date is
specified in the notice, or, if a later date is specified in the notice, upon such later
date; and unless otherwise specified in the notice, the acceptance of such resignation
shall not be necessary to make it effective. The removal of any Officer or agent shall be
without prejudice to the contract rights, if any, of the person so removed. Election or
appointment of an Officer or agent shall not of itself create contract rights.
6.03 Vacancies. Any vacancy occurring in any office of the Corporation
(by death, resignation, removal or otherwise) may be filled by the Board of Directors.
6.04 Authority. Officers shall have full authority to perform all duties in the management
of the Corporation as are provided in these Bylaws or as may be determined by resolution
of the Board of Directors from time to time not inconsistent with these Bylaws.
6.05 Compensation. The compensation of Officers and agents shall be fixed from time to time by the Board of Directors.
6.06 Chairman of the Board. The Chairman of the Board, if any, shall preside at all
meetings of the Board of Directors and shall exercise and perform such other powers and
duties as may be assigned to him by the Board of Directors or prescribed by the Bylaws.
6.07 Executive Powers. The Chairman of the Board, if any, and the President of the
Corporation respectively, shall, in the order of their seniority, unless otherwise
determined by the Board of Directors or otherwise are positions held by the same person,
have general and active management of the business and affairs of the Corporation and
shall see that all orders and resolutions of the Board are carried into effect.
They shall perform such other duties and have such other authority and powers as the
Board of Directors may from time to time prescribe. Within this authority and in the
course of their respective duties the Chairman of the Board, if any, and the President of
the Corporation, respectively, shall have the general authority to:
(a) Conduct Meetings. Preside at all meetings of the Shareholders and at all meetings
of the Board of Directors, and shall be ex official members of all the standing
committees, including the Executive Committee, if any.
(b) Sign Share Certificates. Sign all certificates of stock of the
Corporation, in conjunction with the Secretary or Assistant Secretary, unless otherwise
ordered by the Board of Directors.
(c) Execute Instruments. When authorized by the Board of Directors or required by law,
execute, in the name of the Corporation, deeds, conveyances, notices, leases, checks,
drafts, bills of exchange, warrants, promissory notes, bonds, debentures, contracts, and
other papers and instruments in writing, and unless the Board of Directors orders
otherwise by resolution, make such contracts as the ordinary conduct of the Corporation's
business requires.
(d) Hire and Discharge Employees. Subject to the approval of the Board of Directors,
appoint and remove, employ and discharge, and prescribe the duties and fix the
compensation of all agents, employees and clerks of the Corporation other than the duly
appointed Officers, and, subject to the direction of the Board of Directors, control all
of the Officers, agents and employees of the Corporation.
6.08 Vice-Presidents. The Vice-Presidents, if any, in the order of their seniority,
unless otherwise determined by the Board of Directors, shall, in the absence or disability
of the President, perform the duties and have the authority and exercise the powers of the
President. They shall perform such other duties and have such other authority and powers
as the Board of Directors may from time to time prescribe or as the senior Officers of the
Corporation may from time to time delegate.
6.09 Secretary. The Secretary shall attend all meetings of the Board of Directors and all
meetings of the Shareholders and record all votes and minutes of all proceedings in a book
to be kept for that purpose, and shall perform like duties for the Executive Committee
when required.
He shall:
(a) give, or cause to be given, notice of all meetings of the Shareholders and special
meetings of the Board of Directors;
(b) keep in safe custody the Seal of the Corporation and, when authorized by the Board of
Directors or the Executive Committee, affix the same to any instrument requiring it, and
when so affixed, it shall be attested by his signature or by the signature of the
Treasurer or an Assistant Secretary. He shall be under the supervision of the senior
Officers of the Corporation;
(c) perform such other duties and have such other authority and powers as the Board of
Directors may from time to time prescribe or as the senior Officers of the Corporation may
from time to time delegate.
6.10 Assistant Secretaries. The Assistant Secretaries, if any, in the order of their
seniority, unless otherwise determined by the Board of Directors, shall, in the absence or
disability of the Secretary, perform the duties and have the authority and exercise the
powers of the Secretary. They shall perform such other duties and have such other powers
as the Board of Directors may from time to time prescribe or as the senior Officers of the
Corporation may from time to time delegate.
6.11 Treasurer. The Treasurer shall:
(a) have the custody of the corporate funds and securities and shall keep full and
accurate accounts of all income, expense, receipts and disbursement of the Corporation and
shall deposit all moneys and other valuable effects in the name and to the credit of the
Corporation in such depositories as may be designated by the Board of Directors.
(b) disburse the funds of the Corporation as may be ordered by the
Board of Directors, taking proper vouchers for such disbursements, and
(c) render to the senior Officers of the Corporation and Directors, at the regular meeting
of the Board, or whenever they may request it, accounts of all his transactions as
Treasurer and of the financial condition of the Corporation.
If required by the Board of Directors, he shall:
(a) give the Corporation a bond in such form, in such sum, and with such surety or
sureties as satisfactory the Board, for the faithful performance of the duties of his
office and for the restoration to the Corporation, in case of his death, resignation,
retirement or removal from office, of all books, paper, vouchers, money and other property
of whatever kind in his possession or under his control belonging to the Corporation.
(b) perform such other duties and have such other authority and powers as the Board of
Directors may from time to time prescribe or as the senior Officers of the Corporation may
from time to time delegate.
6.12 Assistant Treasurers. The Assistant Treasurers, if any, in the order of their seniority, unless otherwise determined by the Board of Directors, shall, in the absence or disability of the Treasurer, perform the duties and exercise the powers of the Treasurer. They shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe or as the senior Officers of the Corporation may from time to time delegate.
ARTICLE SEVEN: CERTIFICATE AND TRANSFER REGULATIONS
7.01 Certificates. Certificates in such form as may be determined by the Board of
Directors shall be delivered, representing all shares to which Shareholders are entitled.
Certificates shall be consecutively numbered and shall be entered in the books of the
Corporation as they are issued. Each certificate shall state on the face thereof that the
Corporation is organized under the laws of the State of Georgia, the holder's name, the
number and class of shares, the par value of such shares or a statement that such shares
are without par value, and such other matters as may be required by law.
They shall be signed by the President or a vice-president and either the Secretary or
Assistant Secretary or such other Officer or Officers as the Board of Directors
designates, and may be sealed with the Seal of the Corporation or a facsimile thereof. If
any certificate is countersigned by a transfer agent, or an assistant transfer agent, or
registered by a registrar (either of which is other than the Corporation or an employee of
the Corporation), the signature of any such Officer may be a facsimile thereof. If any
certificate is countersigned by a transfer agent, or an assistant transfer agent, or
registered by a registrar (either of which is other than the Corporation or an employee of
the Corporation), the signature of any such Officer may be a facsimile thereof.
7.02 Issuance of Certificates. Shares both treasury and authorized but unissued may be
issued for such consideration (not less than par value) and to such persons as the Board
of Directors determines from time to time. Shares may not be issued until the full amount
of the consideration, fixed as provided by law, has been paid. In addition, Shares shall
not be issued or transferred until such additional conditions and documentation as the
Corporation (or its transfer agent, as the case may be) shall reasonably require,
including without limitation, the surrender of such stock certificate or certificates of
proper evidence of succession, assignment or other authority to obtain transfer thereof,
as the circumstances may require, and such legal opinions with reference to the requested
transfer as shall be required by the Corporation (or its transfer agent) pursuant to the
provisions of these Bylaws and applicable law, shall have been satisfied.
7.03 Legends on Certificates.
(a) Shares in Classes or Series. If the Corporation is authorized to issue shares of
more than one class, the certificates shall set forth, either on the face or back of the
certificate, a full or summary statement of all of the designations, preferences,
limitations relative rights of the shares of such class and, if the Corporation is
authorized to issue any preferred or special class in series, the variations in the
relative rights and preferences of the shares of each such series so far as the same have
been fixed and determined, and the authority of the Board of Directors to fix and
determine the relative rights and preferences of subsequent series. In lieu of providing
such a statement in full on the certificate, a statement on the face or back of the
certificate may provide that the Corporation will furnish such information to any
shareholder without charge upon written request to the Corporation at its principal place
of business or registered office and that copies of the information are on file in the
office of the Secretary of State.
(b) Restriction on Transfer. Any restrictions imposed by the
Corporation on the sale or other disposition of its shares and on the transfer thereof may
be copied at length or in summary form on the face, or so copied on the back and referred
to on the face, of each certificate representing shares to which the restriction applies.
The certificate may, however, state on the face or back that such a restriction exists
pursuant to a specified document and that the Corporation will furnish a copy of the
document to the holder of the certificate without charge upon written request to the
Corporation at its principal place of business, or refer to such restriction in any other
manner permitted by law.
(c) Preemptive Rights. Any preemptive rights of a Shareholder to acquire unissued or
treasury shares of the Corporation which are or may at any time be limited or denied by
the Articles of Incorporation may be set forth at length on the face or back of the
certificate representing shares subject thereto. In lieu of providing such a statement in
full on the certificate, a statement on the face or back of the certificate may provide
that the Corporation will furnish such information to any Shareholder without charge upon
written request to the Corporation at its principal place of business and that a copy of
such information is on file in the office of the Secretary of State, or refer to such
denial of preemptive rights in any other manner permitted by law.
(d) Unregistered Securities. Any security of the Corporation, including, among others, any
certificate evidencing shares of the Common Stock or warrants to purchase Common Stock of
the Corporation, which is issued to any person without registration under the Securities
Act of 1933, as amended, or the securities laws of any state, shall not be transferable
until the Corporation has been furnished with a legal opinion of counsel with reference
thereto, satisfactory in form and content to the Corporation and its counsel, if required
by the Corporation, to the effect that such sale, transfer or pledge does not involve a
violation of the Securities Act of 1933, as amended, or the securities laws of any state
having jurisdiction. The certificate representing the security shall bear substantially
the following legend:
"THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER
THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE OFFERED, SOLD OR TRANSFERRED UNLESS SUCH
OFFER, SALE OR TRANSFER WILL NOT BE IN VIOLATION OF THE SECURITIES ACT OF 1933, AS
AMENDED, OR ANY APPLICABLE BLUE SKY LAWS. ANY OFFER, SALE OR TRANSFER OF THESE SECURITIES
MAY NOT BE MADE WITHOUT THE PRIOR WRITTEN APPROVAL OF THE CORPORATION".
7.04 Payment of Shares.
(a) Kind. The consideration for the issuance of shares shall consist of money paid,
labor done (including services actually performed for the Corporation) or property
(tangible or intangible) actually received. Neither promissory notes nor the promise of
future services shall constitute payment for shares.
(b) Valuation. In the absence of fraud in the transaction, the judgment of the Board of
Directors as to the value of consideration received shall be conclusive.
(c) Effect. When consideration, fixed as provided by law, has been paid, the shares shall
be deemed to have been issued and shall be considered fully paid and nonassessable.
(d) Allocation of Consideration. The consideration received for shares shall be allocated
by the Board of Directors, in accordance with law, between Stated Capital and Capital
Surplus accounts.
7.05 Subscriptions. Unless otherwise provided in the subscription agreement,
subscriptions for shares shall be paid in full at such time or in such installments and at
such times as determined by the Board of Directors. Any call made by the Board of
Directors for payment on subscriptions shall be uniform as to all shares of the same
series. In case of default in the payment on any installment or call when payment is due,
the Corporation may proceed to collect the amount due in the same manner as any debt due
to the Corporation.
7.06 Lien. For any indebtedness of a Shareholder to the Corporation, the Corporation shall
have a first and prior lien on all shares of its stock owned by him and on all dividends
or other distributions declared thereon.
7.07 Lost, Stolen or Destroyed Certificates. The Corporation shall issue a new certificate
in place of any certificate for shares previously issued if the registered owner of the
certificate.
(a) Claim. Submits proof in affidavit form that it has been lost, destroyed or
wrongfully taken; and
(b) Timely Request. Requests the issuance of a new certificate before the Corporation has
notice that the certificate has been acquired by a purchaser for value in good faith and
without notice of an adverse claim; and
(c) Bond. Gives a bond in such form, and with such surety or sureties, with fixed or open
penalty, if the Corporation so requires, to indemnify the Corporation (and its transfer
agent and registrar, if any) against any claim that may be made on account of the alleged
loss, destruction, or theft of the certificate; and
(d) Other Requirements. Satisfies any other reasonable requirements imposed by the
Corporation.
When a certificate has been lost, apparently destroyed or wrongfully taken, and the
holder of record fails to notify the Corporation within a reasonable time after he has
notice of it, and the Corporation registers a transfer of the shares represented by the
certificate before receiving such notification, the holder of record shall be precluded
from making any claim against the Corporation for the transfer or for a new certificate.
7.08 Registration of Transfer. The Corporation shall register the transfer of a
certificate for shares presented to it for transfer if:
(a) Endorsement. The certificate is properly endorsed by the registered owner or by his
duly authorized attorney; and
(b) Guaranty and Effectiveness of Signature. If required by the
Corporation, the signature of such person has been guaranteed by a
national banking association or member of the New York Stock Exchange,
and reasonable assurance is given that such endorsements are effective;
and
(c) Adverse Claims. The Corporation has no notice of an adverse claim or has discharged
any duty to inquire into such a claim; and
(d) Collection of Taxes. Any applicable law relating to the collection of taxes has been
complied with.
7.09 Registered Owner. Prior to due presentment for registration of transfer of a
certificate for shares, the Corporation may treat the registered owner or holder of a
written proxy from such registered owner as the person exclusively entitled to vote, to
receive notices and otherwise exercise all the rights and powers of a Shareholder.
7.10 Preemptive Rights. No Shareholder or other person shall have any preemptive rights of
any kind to acquire additional, un-issued or treasury shares of the Corporation, or
securities of the Corporation convertible into, or carrying rights to subscribe to or
acquire, shares of any class or series of the Corporation's capital stock, unless, and to
the extent that, such rights may be expressly granted by appropriate action.
ARTICLE EIGHT: GENERAL PROVISIONS
8.01 Dividends and Reserves.
(a) Declaration and Payment. Subject to statute and the Articles of
Incorporation, dividends may be declared by the Board of Directors at any regular or
special meeting and may be paid in cash, in property or in shares of the Corporation. The
declaration and payment shall be at the discretion of the Board of Directors.
(b) Record Date. The Board of Directors may fix in advance a record date for the purpose
of determining Shareholders entitled to receive payment of any dividend, such record date
to be not more than sixty days prior to the payment date of such dividend, or the Board of
Directors may close the stock transfer books for such purpose for a period of not more
than sixty days prior to the payment date of such dividend. In the absence of any action
by the Board of Directors, the date upon which the Board of Directors adopts the
resolution declaring such dividend shall be the record date.
By resolution, the Board of Directors may create such reserve or reserves out of the
Earned Surplus of the Corporation as the Directors from time to time, in their discretion,
think proper to provide for contingencies, or to equalize dividends, or to repair or
maintain any property of the Corporation, or for any other purpose they think beneficial
to the Corporation. The Directors may modify or abolish any such reserve in the manner in
which it was created.
8.02 Books and Records. The Corporation shall keep correct and complete books and records
of account and shall keep minutes of the proceedings of its Shareholders and Board of
Directors, and shall keep at its registered office or principal place of business, or at
the office of its transfer agent or registrar, a record of its Shareholders, giving the
names and addresses of all Shareholders and the number and class of the shares held by
each.
8.03 Annual Reports. The Board of Directors shall cause such reports to be mailed to Shareholders as the Board of Directors deems to be necessary or desirable from time to time.
8.04 Checks and Notes. All checks or demands for money and notes of the Corporation shall be signed by such Officer or Officers or such other person or persons as the Board of Directors designates from time to time.
8.05 Fiscal Year. The fiscal year of the Corporation shall be the calendar year.
8.06 Seal. The Corporation Seal (of which there may be one or more examples) may
contain the name of the Corporation and the name of the state of incorporation. The Seal
may be used by impressing it or reproducing a facsimile of it, or otherwise. Absence of
the Corporation Seal shall not affect the validity or enforceability or any document or
instrument.
8.07 Indemnification.
(a) The Corporation shall have the right to indemnify, to purchase
indemnity insurance for, and to pay and advance expenses to, Directors, Officers and other
persons who are eligible for, or entitled to, such indemnification, payments or advances,
in accordance with and subject to the provisions of Georgia law, to the extent such
indemnification, payments or advances are either expressly required by such provisions or
are expressly authorized by the Board of Directors within the scope of such provisions.
The right of the Corporation to indemnify such persons shall include, but not limited to,
the authority of the Corporation to enter into written agreements for indemnification with
such persons.
(b) To the fullest extent permitted by, and in the manner permissible under the laws of
the State of Georgia, any person made, or threatened to be made, a party to an action or
proceeding, whether criminal, civil, administrative or investigative, by reason of the
fact that he is or was a director or officer of the Corporation, or served any other
enterprise as director, officer or employee at the request of the Corporation. The Board
of Directors, in its discretion, shall have the power on behalf of the Corporation to
indemnify any person, other than a director or officer, made a party to any action, suit,
or proceeding by reason of the fact that he/she is or was an employee of the Corporation.
A Director of the Corporation shall not be liable to the Corporation or its shareholders
for monetary damages for an act or omission in the Director's capacity as a Director,
except that this provision does not eliminate or limit the liability of a Director to the
extent the Director is found liable for:
(1) a breach of the Director's duty of loyalty to the Corporation or its shareholders;
(2) an act or omission not in good faith that constitutes a breach of duty of the Director
to the Corporation or an act or omission that involves intentional misconduct or a knowing
violation of the law;
(3) a transaction from which the Director received an improper
benefit, whether or not the benefit resulted from an action taken
within the scope of the Director's office; or
(4) an act or omission for which the liability of a Director is expressly provided by an
applicable statute.
8.08 Amendment of Bylaws. These Bylaws may be altered, amended or repealed at any meeting
of the Board of Directors at which a quorum is present, by the affirmative vote of a
majority of the Directors present thereat, provided notice of the proposed alteration,
amendment, or repeal is contained in the notice of such meeting.
8.09 Construction. Whenever the context so requires, the masculine shall include the
feminine and neuter, and the singular shall include the plural, and conversely. If any
portion of these Bylaws are ever finally determined to be invalid or inoperative, then, so
far as is reasonable and possible:
(a) The remainder of these Bylaws shall be valid and operative; and
(b) Effect shall be given to the intent manifested by the portion held invalid or
inoperative.
8.10 Table of Contents; Headings. The table of contents and headings are for organization, convenience and clarity. In interpreting these Bylaws, they shall be subordinated in importance to the other written material.
Signed for Identification,
RGW Acquisition Corporation I , Inc.
An Georgia Corporation
BY: /s/ Ulysses Thomas Ware
________________________________
Ulysses Thomas Ware
Its: Chairperson of the Board of Directors
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