SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): September 13, 1995
Central Fidelity Banks, Inc.
(Exact name of registrant as specified in its charter)
Virginia 0-8829 54-1091649
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification
incorporation) Number)
1021 East Cary Street, Richmond, Virginia 23219
(Address of principal offices)
Registrant's telephone number, including area code: (804) 782-4000
Note: This document contains 16 pages.
<PAGE>
Item 5. Other Events
On September 13, 1995 the Board of Directors of the Registrant, at a
regularly scheduled meeting, adopted a resolution restating, in its
entirety, Section 1.2 of the Registrant's Restated By-Laws.
Section 1.2 formerly read as follows:
Special Meetings. Special meetings of shareholders, unless otherwise
provided by law, may be called at any time by the Board, the Chairman of
the Board, the President or the holders of not less than one-tenth of all
the shares entitled to vote at such meeting.
Section 1.2 now reads as follows:
Special Meetings. Special meetings of shareholders may be called only by
the Board, the Chairman of the Board, or the President.
Item 7. Financial Statements and Exhibits
(c) Exhibits
Exhibit No. 3(ii) Restated By-Laws of Central Fidelity Banks,
Inc. effective March 14, 1990, as amended
September 13, 1995.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
Central Fidelity Banks, Inc.
(Registrant)
Date: September 20 1995 /s/ James F. Campbell
James F. Campbell
Senior Vice President & Controller
<PAGE>
EXHIBIT INDEX
Exhibit No. 3(ii) Restated By-Laws of Central Fidelity Banks,
Inc. effective March 14, 1990, as amended
September 13, 1995.
<PAGE>
Exhibit 3(ii)
RESTATED
BY-LAWS OF CENTRAL FIDELITY BANKS, INC.
EFFECTIVE MARCH 14, 1990,
AS AMENDED SEPTEMBER 13, 1995
ARTICLE I
Shareholders
SECTION 1.1. Annual Meeting. The 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
in May of each and every year, on a date to be set by the Board, at 4:30
p.m., unless the time and date are otherwise established by the Board of
Directors (hereinafter referred to as the "Board").
SECTION 1.2. Special Meetings. Special meetings of shareholders
may be called only by the Board, the Chairman of the Board, or the
President.
SECTION 1.3. Place of Meeting. The Board may designate any place,
either within or without the State of Virginia, as the place of meeting
for any annual meeting or for any special meeting which is called by the
Board. If no place is designated by the Board, or if a special meeting
is called otherwise than by the Board, the place of meeting shall be the
principal office of the Corporation in the City of Richmond, State of
Virginia.
SECTION 1.4. Notice of Meetings. Written 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 given not
less than ten days nor more than sixty days before the date of such
meeting (except as a different time is specified by law) by mail, by or
at the direction of the Board, the Chairman of the Board, the President,
or the Secretary, or persons calling the meeting, to each shareholder of
record entitled to vote at such meeting. Such notice shall be deemed to
be given when deposited in the United States mail, with postage prepaid,
addressed to the shareholder at his address as it appears on the stock
records of the Corporation at the close of business on the record date
established for such meeting.
SECTION 1.5. Closing of Transfer Records or Fixing Date. For the
purpose of determining shareholders entitled to receive notice of or to
vote, any meeting of shareholders or any adjournment thereof, or
shareholders entitled to payment of any dividend, or in order to make a
determination of shareholders for any other purpose, the Board may
provide that the stock transfer records shall be closed for a stated
period not to exceed, in any case, seventy days. The Board may, in lieu
of closing the stock transfer records, fix in advance a date as the
record date for any such determination of shareholders, such date in any
case to be not more than seventy days prior to the date on which the
<PAGE>
particular action, requiring such determination of shareholders, is to be
taken. If the stock transfer records are not closed and no record date
is fixed by the Board, as provided above, then the date on which notice
of the meeting is mailed, or the date on which the resolution of the
Board declaring such dividend is adopted, shall be the record date for
such determination of shareholders.
When the determination of shareholders entitled to vote at any
meeting of shareholders has been made, as provided herein, such
determination shall apply to any adjournment of such meeting.
SECTION 1.6. Voting Lists. The Secretary shall make, at least ten
days before each meeting of shareholders, a complete list of the
shareholders entitled to vote at such meeting or any adjournment thereof,
with the address of and the number of shares held by each. Such list,
for a period of ten days prior to such meeting shall be kept on file at
the registered office of the Corporation or at the office of its transfer
agent or registrar and shall be subject to inspection by any shareholder
at any time during usual business hours. Such list shall also be
produced and kept open at the time and place of the meeting and shall be
subject to inspection by any shareholder during the whole time of the
meeting.
SECTION 1.7. Quorum. A majority of the shares entitled to a vote,
represented in person or by proxy, shall constitute a quorum at a meeting
of shareholders, except as otherwise required by law. If less than a
majority of the shares entitled to vote are so represented at the
meeting, then a majority of shares so represented may adjourn the meeting
from time to time without further notice, but may take no other action.
At such adjourned meeting, at which a quorum is present in person or
represented by proxy, any business may be transacted which might have
been transacted at the meeting as originally notified.
SECTION 1.8. Proxies. At all meetings of shareholders, a
shareholder may vote in person or by proxy executed in writing by such
shareholder or his duly authorized attorney-in-fact. Such proxy shall be
filed with the Secretary of the Corporation before or at the time of the
meeting. No proxy shall be valid after eleven months from its date,
unless otherwise provided in the proxy.
SECTION 1.9. Voting of Shares. Each share entitled to vote at any
meeting of shareholders, shall be entitled to one vote on each matter
submitted to a vote at such meeting. If a quorum is present, the
affirmative vote of the majority of the shares represented at the meeting
and entitled to vote on the subject matter shall be the act of the
shareholders, unless the subject matter be one requiring a greater vote
under the law and except that in elections of Directors those receiving
the greatest number of votes shall be deemed elected even though not
receiving a majority.
At each election of Directors, every shareholder shall have the
right to vote, in person or by proxy, the number of shares which he is
entitled to vote at said meeting, for as many persons as there are
Directors to be elected at said meeting, but cumulative voting shall not
be permitted.
SECTION 1.10. Voting of Shares by Certain Holders. Shares of the
Corporation which are held in its treasury, or by it in a fiduciary
capacity, or by another corporation, or by a partnership, or by two or
more persons as joint tenants, tenants in common, or tenants by the
entirety, or by an administrator, executor, guardian, committee or
curator, or by a trustee or by a receiver, or by a receiver or trustee
<PAGE>
under the National Bankruptcy Act, or by a pledgee, shall be voted only
in accordance with the provisions of Section 13.1-662 of the Code of
Virginia.
SECTION 1.11. Organization. At every meeting of shareholders,
they shall elect a shareholder to act as Chairman and another person to
act as Secretary of the meeting. A full record of each meeting shall be
made by its Secretary and such minutes shall be retained in the records
of the Corporation.
SECTION 1.12. Judges of Election. Every election of Directors by
shareholders shall be managed by three judges who shall hold and conduct
the election for which they are appointed to serve; and, after the
election, they shall file with the Secretary a certificate under their
hands, certifying the result thereof and the names of the Directors
elected. The judges of election, at the request of the Chairman of the
meeting, shall also act as tellers of any vote by ballot taken at such
meeting and shall certify the result thereof. The judges of election
shall be appointed by the Board in advance of the meeting at which they
are to serve but should the Board fail to make such appointment or if any
judge of election for any reason should fail to attend and act at such
meeting, a judge or judges of election may be appointed by the Chairman
of the meeting.
SECTION 1.13. Notice of Shareholder Business. At an annual
meeting of the shareholders, only such business shall be conducted as
shall have been properly brought before the meeting. To be properly
brought before an annual meeting business must be (a) specified in the
notice of meeting (or any supplement thereto) given by or at the
direction of the Board of Directors, (b) otherwise properly brought
before the meeting by or at the direction of the Board of Directors, or
(c) otherwise properly brought before the meeting by a shareholder. For
business to be properly brought before an annual meeting by a
shareholder, the shareholder must have given timely notice thereof in
writing to the Secretary of the Corporation. To be timely, a
shareholder's notice must be delivered to or mailed and received at the
principal executive offices of the Corporation, not less than 60 days nor
more than 90 days prior to the meeting; provided, however, that in the
event that less than 70 days' notice or prior public disclosure of the
date of the meeting is given or made to shareholders, notice by the
shareholder to be timely must be so received not later than the close of
business on the 10th day following the day on which such notice of the
date of the annual meeting was mailed or such disclosure was made. A
shareholder's notice to the Secretary shall set forth as to each matter
the shareholder proposes to bring before the annual meeting (a) a brief
description of the business desired to be brought before the annual
meeting and the reasons for conducting such business at the annual
meeting, (b) the name and address, as they appear on the Corporation's
books, of the shareholder proposing such business, (c) the class and
number of shares of the Corporation which are beneficially owned by the
shareholder, and (d) any material interest of the shareholder in such
business. Notwithstanding anything in the By-Laws to the contrary, no
business shall be conducted at any annual meeting except in accordance
with the procedures set forth in this Section 1.13. The Chairman of an
annual meeting shall, if the facts warrant, determine and declare to the
meeting that business was not properly brought before the meeting and in
accordance with the provisions of this Section 1.13, and if he should so
determine, he shall so declare to the meeting and any such business not
properly brought before the meeting shall not be transacted.
ARTICLE II
<PAGE>
Board of Directors
SECTION 2.1. General Powers. The business and affairs of the
Corporation shall be managed by its Board of Directors.
SECTION 2.2. Number, election and terms; nominations. Except as
otherwise fixed by or pursuant to the provisions of Article III of the
Articles of Incorporation relating to the rights of the holders of any
class or series of stock having a preference over the Common Stock as to
dividends or upon liquidation to elect additional directors under
specified circumstances, the number of the Directors of the Corporation
shall be fixed from time to time by the Board of Directors but shall not
be less than three. The Directors, other than those who may be elected
by the holders of any class or series of stock having a preference over
the Common Stock as to dividends or upon liquidation, shall be
classified, with respect to the time for which they severally hold
office, into three classes, as nearly equal in number as possible, as
determined by the Board of Directors of the Corporation, one class to be
originally elected for a term expiring at the annual meeting of
stockholders to be held in 1986, another class to be originally elected
for a term expiring at the annual meeting of stockholders to be held in
1987, and another class to be originally elected for a term expiring at
the annual meeting of shareholders to be held in 1988, with each class to
hold office until its successor is elected and qualified. At each annual
meeting of the shareholders of the Corporation, the successors of the
class of Directors whose term expires at that meeting shall be elected to
hold office for a term expiring at the annual meeting of shareholders
held in the third year following the year of their election. Nominations
for the election of Directors shall be given in the manner provided in
Section 2.13 of these By-Laws.
SECTION 2.3. Chairman of the Board. The Board of Directors shall
elect a Chairman from among its members to preside at all meetings of the
Board and at all meetings of the Executive Committee. The Board may also
elect a Vice Chairman.
SECTION 2.4. Newly created directorships. Except as otherwise
provided for or fixed by or pursuant to the provisions of Article III of
the Articles of Incorporation relating to the rights of the holders of
any class or series of stock having a preference over the Common Stock as
to dividends or upon liquidation to elect directors under specified
circumstances, newly created directorships resulting from any increase in
the number of Directors and any vacancies on the Board of Directors
resulting from death, resignation, disqualification, removal or other
cause shall be filled by the affirmative vote of a majority of the
remaining Directors then in office, even though less than a quorum of the
Board of Directors. Any Director elected in accordance with the
preceding sentence shall hold office for the remainder of the full term
of the class of Directors in which the new directorship was created or
the vacancy occurred and until such Director's successor shall have been
elected and qualified. No decrease in the number of Directors
constituting the Board of Directors shall shorten the term of any
incumbent Director.
SECTION 2.5. Honorary and Advisory Directors. The Board may
appoint to the position of Honorary Director or the position of Advisory
Director such person or persons as it deems appropriate. Honorary
Directors shall be entitled to receive notice of, and to attend all
meetings of the Board, but they shall not be Directors and shall not be
entitled to vote, nor shall they be counted in determining a quorum of
the Board. Advisory Directors shall be entitled only to notice of
meetings of Advisory or Regional Boards of the Corporation to which they
<PAGE>
shall be appointed. Honorary and Advisory Directors, shall receive such
compensation as may be authorized by the Board for attendance at
meetings.
SECTION 2.6. Removal. Subject to the rights of any class or
series of stock having a preference over the Common Stock as to dividends
or upon liquidation to elect Directors under specified circumstances, any
Director may be removed from office, with or without cause and only by
the affirmative vote of the holders of 80% of the combined voting power
of the then outstanding shares of stock entitled to vote generally in the
election of Directors, voting together as a single class.
SECTION 2.7. Regular Meetings. A regular meeting of the Board
shall be held immediately after the annual meeting of shareholders
without notice thereof. A majority of the full Board may provide, by
resolution, the time and place for the holding of additional regular
meetings. Such additional regular meetings shall be held upon notice of
the time and place thereof.
SECTION 2.8. Special Meetings. Special meetings of the Board may
be called by or at the request of the Chairman of the Board, the Vice
Chairman, the President or any three Directors. Notice of the time,
place and purpose of each special meeting shall be given to each Director
at either his business or residence address as shown by the records of
the Secretary, at least forty-eight hours previously thereto if mailed
and twenty-four hours previously thereto if delivered or given by
telegram or telephone. If mailed, such notice shall be deemed to be
delivered when deposited in the United States mail so addressed, with
postage prepaid thereon. If notice be given by telegram, such notice
shall be deemed to be delivered when the telegram, so addressed, is
delivered to the telegraph company. Any Director may waive notice of any
meeting and the 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 business thereat on
the ground that the meeting is not lawfully called or convened.
SECTION 2.9. Quorum. A majority of the Directors shall constitute
a quorum for the transaction of business.
SECTION 2.10. Manner of Acting. The act of the majority of the
Directors present at a meeting at which a quorum is present shall, unless
otherwise provided by law or these By-Laws, be the act of the Board. Any
action required to be taken at a meeting of Directors, may be taken
without a meeting if a consent in writing, setting forth action so shall
be signed by all of the Directors. Such written consent shall have the
same force and effect as an unanimous vote.
SECTION 2.11. Compensation. By a resolution of the Board, the
Directors may be paid their expenses, if any, of attendance at each
meeting of the Board and each meeting of a committee and may, in
addition, be paid a fixed sum for serving as Director and for attendance
at each such meeting. No such payment shall preclude any Director from
serving the Corporation in any other capacity and receiving compensation
therefor.
SECTION 2.12. Presumption of Assent. A Director of the
Corporation who is present at a meeting of the Board at which action on
any Corporation matter is taken shall be presumed to have assented to the
action taken unless his dissent shall be entered in the minutes of the
meeting, or unless he shall file his written dissent to such action with
the person acting as Secretary of the meeting before the adjournment
thereof.
<PAGE>
SECTION 2.13. Nominations. Only persons who are nominated in
accordance with the procedures set forth in this Section 2.13 shall be
eligible for election as Directors. Nominations of persons for election
to the Board of Directors of the Corporation may be made at a meeting of
shareholders by or at the direction of the Board of Directors or by any
shareholder of the Corporation entitled to vote for the election of
Directors at the meeting who complies with the notice procedures set
forth in this Section 2.13. Such nominations, other than those made by
or at the direction of the Board of Directors, shall be made pursuant to
timely notice in writing to the Secretary of the Corporation. To be
timely, a shareholder's notice shall be delivered to or mailed and
received at the principal executive offices of the Corporation not less
than 60 days nor more than 90 days prior to the meeting; provided,
however, that in the event that less than 70 days' notice or prior public
disclosure of the date of the meeting is given or made to shareholders,
notice by the shareholder to be timely must be so received not later than
the close of business on the 10th day following the day on which such
notice of the date of the meeting was mailed or such public disclosure
was made. Such shareholder's notice shall set forth (a) as to each
person whom the shareholder proposes to nominate for election or
re-election as a Director, (i) the name, age, business address and
residence address of such person, (ii) the principal occupation or
employment of such person, (iii) the class and number of shares of the
Corporation which are beneficially owned by such person and (iv) any
other information relating to such person that is required to be
disclosed in solicitations of proxies for election of Directors, or is
otherwise required, in each case pursuant to Regulation 14A under the
Securities Exchange Act of 1934, as amended (including without limitation
such person's written consent to being named in the proxy statement as a
nominee and to serving as a Director if elected); and (b) as to the
shareholder giving the notice (i) the name and address, as they appear on
the Corporation's books, of such shareholder and (ii) the class and
number of shares of the Corporation which are beneficially owned by such
shareholder. At the request of the Board of Directors any person
nominated by the Board of Directors for election as a Director shall
furnish to the Secretary of the Corporation that information required to
be set forth in a shareholder's notice of nomination which pertains to
the nominee. No person shall be eligible for election as a Director of
the Corporation unless nominated in accordance with the procedures set
forth in this Section 2.13. The chairman of the meeting shall, if the
facts warrant, determine and declare to the meeting that a nomination was
not made in accordance with the procedures prescribed by the By-Laws, and
if he should so determine, he shall so declare to the meeting and the
defective nomination shall be disregarded.
Article III
Committees
SECTION 3.1. Executive Committee. There shall be an Executive
Committee of the Board consisting of (i) the Chairman of the Board, (ii)
the President, and (iii) not less than eight Directors who shall be
elected by the Board at its meeting thereof following the annual meeting
of the shareholders. The Board may also elect from its members six
alternates to serve on the Executive Committee to be called as necessary
to provide a quorum of the Committee in the event of absence or inability
of regular members of the Committee to attend any particular regular or
special meeting of such Committee. Except to increase the number of
Directors, fill vacancies on the Board, approve the amendment of the
Articles of Incorporation or a plan of merger or consolidation, or for
any other matters which cannot by law be delegated by the Board, the
<PAGE>
Executive Committee shall have all the powers of the Board in the
management and conduct of the business and affairs of the Corporation in
the intervals between meetings of the Board, and shall report its actions
to the Board at its regular meetings. Vacancies in the membership of the
Executive Committee (including alternates) may be filled at any meeting
of the Board.
SECTION 3.2. Audit Committee. There shall be an Audit Committee
composed of at least three Directors elected by the Board, none of whom
shall be officers employed on a regular full-time basis by the
Corporation or any of its affiliates. The Board shall appoint from among
the members of the Committee a Chairman thereof, who shall preside at
meetings of the Committee and shall direct its work.
It shall be the duty of the Committee to act on behalf of the
Board, to make certain that the affairs and operations of the Corporation
and its affiliates are subject to proper audits and control procedures,
to report regularly to the Board, at least annually, in connection with
the activities, findings and reports of both internal and independent
audits of the Corporation and its affiliates, to provide guidance and
assistance to such auditors, and to assure that such auditors are free to
exercise their function independent of management, wherever appropriate.
SECTION 3.3. Other Committees. The Board shall create such other
committees as it may determine will be helpful in discharging its
responsibilities for the management and administration of the
Corporation. Each committee shall consist of such Directors, officers
and others as may be elected thereto by the Board, and each committee
shall perform such functions as may be assigned to it by the Board.
SECTION 3.4. Compensation. The Chairman and members of all
committees shall receive such compensation for their services as may be
fixed by the Board.
SECTION 3.5. Meetings. Regular meetings of any standing or
special committee may be held without call or notice at such times or
places as such committee from time to time may fix. Other meetings of
any such committee may be called by the Chairman of the Board, the
President or any two members of such committee, upon giving notice of the
time, place and purpose of each such meeting to each member at either his
business or residence address, as shown by the records of the Secretary,
at least forty-eight hours previously thereto if mailed, and twenty-four
hours previously thereto if delivered in person, or given orally, or by
telephone or by telegraph. If mailed, such notice shall be deemed to be
delivered when deposited in the United States mail, so addressed, with
postage prepaid thereon. If notice be given by telegram, such notice
shall be deemed to be delivered when the telegram, so addressed, is
delivered to the telegraph company. Any Director or member may waive
notice of a meeting and the attendance of a Director or member at a
meeting shall constitute a waiver of notice of such meeting except where
a Director or member attends for the express purpose of objecting to the
transaction of business there at on the grounds that the meeting is not
lawfully called or convened.
SECTION 3.6. Quorum. At any meeting of any standing or special
committee, a majority of the members shall constitute a quorum but any
action of such committee to be effective must be authorized by the
affirmative vote of a majority of the members thereof present at the
meeting.
ARTICLE IV
<PAGE>
Officers
SECTION 4.1. Number. The officers of the Corporation shall be the
Chairman of the Board, the President, and one or more Vice Presidents, a
Secretary, a Treasurer, and such other officers with such titles and
descriptions, as the Board, from time to time, may deem appropriate. Any
two or more officers may be held by the same person except the offices of
the President and the Secretary may not be combined.
SECTION 4.2. Election and Term of Office. The officers of the
Corporation shall be elected annually by the Board at its first meeting
held after the annual meeting of shareholders, or as soon thereafter as
is convenient. Each officer shall hold office until his successor shall
have been duly elected and shall have qualified or until his death or
until he shall resign or shall have been removed in the manner
hereinafter provided.
SECTION 4.3. Removal. Any officer or agent elected or appointed
by the Board may be removed by the Board whenever in its judgment the
best interest of the Corporation would be served thereby, but such
removal shall be without prejudice to the contract rights, if any, of the
person so removed.
SECTION 4.4. Vacancies. A vacancy in any office because of death,
resignation, removal, disqualification or otherwise may be filled by the
Board for the unexpired portion of the term.
SECTION 4.5. Chairman of the Board. The Board shall elect one of
its members to be Chairman of the Board. The Chairman of the Board shall
be the Chief Executive Officer of the Corporation and subject to the
direction and control of the Board, shall have general power over, and
supervision of, the business, property and affairs of the Corporation.
He shall preside at meetings of the Board and of the Executive Committee
and shall perform such other duties as the Board may prescribe.
SECTION 4.6. President. The Board shall elect one of its members
to be President who shall have such powers and duties as may be assigned
to him by the Board or the Chairman of the Board.
SECTION 4.7. Vice Presidents. The Board shall elect one or more
Vice Presidents, and may elect one or more Corporate Executive Officers,
each of whom shall have such powers and duties as may be assigned to such
persons by the Board or the Chairman of the Board. The Board may confer
upon such persons some particular or descriptive title indicative of that
person's authorities or duties.
SECTION 4.8. Secretary. The Board shall elect a Secretary of the
Corporation who shall be ex-officio Secretary of the Board, the Executive
Committee and of all other standing committees. The Secretary shall keep
the minutes of all meetings of the Board, the Executive Committee, and
when required, of all other standing committees and meetings of which the
Secretary shall be assigned secretary, and attend to serving and giving
all notices of the Corporation. The Secretary shall have charge of the
corporate seal, the stock certificate records and such other books,
records, and papers as the Board and the Executive Committee may direct;
keep a stock record containing the names of all persons who are
shareholders of the Corporation, showing their place of residence, the
number of shares of stock held by them, respectively, the time when they
respectively become owners thereof; and shall perform such other duties
as may be incident to the office or as prescribed by the Board or the
Chairman of the Board.
<PAGE>
SECTION 4.9. Treasurer. The Board shall elect a Treasurer who
shall keep or cause to be kept full and accurate accounts of all receipts
and disbursements in books belonging to the Corporation, and shall have
the care and custody of all funds and securities of the Corporation and
he shall disburse the funds of the Corporation as may be ordered by the
Board, Executive Committee, or the Chairman of the Board. He shall
perform such other duties as may be incident to his office or as
prescribed by the Board or the Chairman of the Board. The Board or the
Chairman of the Board may direct that any of the Treasurer's duties may
be performed by the principal financial officer of the Corporation,
irrespective of such officer's title.
SECTION 4.10. Auditor. The Board shall elect an Auditor who shall
establish and maintain audit and related procedures for all activities of
the Corporation and each of its affiliates. Such procedures shall be
adequate to determining the condition of all accounts of the Corporation
and each of its affiliates. He shall make audits and examinations of the
trust department of affiliate banks in accordance with existing
regulations. The Auditor shall be responsible to the Board, through the
Audit Committee of the Board, and shall make reports of audit activities
to the Audit Committee at least quarterly.
SECTION 4.11. Controller. The Board shall elect a Controller who
shall be the accounting officer of the Corporation. He shall keep
adequate and correct accounts of the Corporation's assets, liabilities
and transactions (except those maintained by the Treasurer); prepare such
reports and perform such other duties as the Board or the Chairman of the
Board may prescribe.
SECTION 4.12. Assistant Officers. The Chairman of the Board may
appoint, on behalf of the Board, one or more Assistant Vice Presidents,
Assistant Secretaries, Assistant Treasurers or such other officers as he
deems appropriate and may assign to them such duties as he shall deem
appropriate including duties which would otherwise be performed by the
officer to whom they are assistant.
ARTICLE V
Employees Other Than Officer
SECTION 5.1. Employment, Compensation and Dismissal. Subject to
the authority of the Board, the Chairman of the Board, the President or
any other officer authorized by them may employee such agents and
employees other than officers as deemed advisable for the prompt and
orderly transaction of the business of the Corporation, define their
duties, fix their compensation and dismiss them.
ARTICLE VI
Bonding of Officers and Employees
SECTION 6.1. Bonding. All officers and employees, as a group or
otherwise, shall be bonded for the faithful performance of their duties
and against loss to the Corporation resulting from their misconduct by a
reliable surety company, selected by the Board, and in such amount as
shall be determined, from time to time, by the Board.
ARTICLE VII
Contracts, Loans, Checks and Deposits
<PAGE>
SECTION 7.1. Contracts. Either the Chairman of the Board, the
President or any Vice President or Corporate Executive Officer may
execute contracts or other instruments on behalf of and in the name of
the Corporation and any contract or other instrument so signed may be
attested and the corporate seal affixed by the Secretary or an Assistant
Secretary. The Board may authorize any other officer or officers, agent
or agents to enter into any contract or execute any instrument in the
name of and on behalf of the Corporation, and such authority may be
general or confined to specific instances.
SECTION 7.2. Loans. No loans shall be contracted on behalf of the
Corporation and no evidence of indebtedness shall be issued in its name
unless authorized by the Chairman of the Board, the President or the
Board of Directors. Such authority may be general or confined to
specific instances.
SECTION 7.3. Checks, Drafts, etc. All checks, drafts, bills of
exchange and other negotiable instruments of the Corporation shall be
signed by either the Chairman of the Board, the President, a Vice
President, a Corporate Executive Officer or by such other officer or
agent of the Corporation as may be authorized so to do by the Board of
Directors. Such authority may be general or confined to specific
business.
SECTION 7.4. Deposits. All funds of the Corporation not otherwise
employed shall be deposited from time to time to the credit of the
Corporation in such banks or other depositories as the Board may select.
ARTICLE VIII
Inspection of Records
SECTION 8.1. Inspection of Records. The books and records of
account of the Corporation, the minutes of the proceedings of the
shareholders, the Board and the Executive Committee; and the records of
the shareholders showing the names and addresses of all shareholders and
the number of shares held by each, shall be subject to inspection during
normal business hours (i) by any person who is a duly qualified Director
of the Corporation at the time he makes such inspection and (ii) by any
person who shall have been a shareholder of record for at least six
months immediately preceding his demand, or who shall be the holder of
records of at least five per centum of all outstanding shares of the
Corporation, upon written demand, stating the purpose thereof. Such
Director or shareholder shall have the right to examine in person, or by
agent or attorney, for any proper purpose, such of the Corporation's
records as is described above in this Section 8.1, and to make extracts
therefrom.
ARTICLE IX
Certificates for Shares and Their Transfer
SECTION 9.1. Certificates for Shares. Certificates representing
shares of the Corporation shall be in such form as shall be determined by
the Board. Such certificates shall be signed by the Chairman of the
Board, the President or a Vice President and also by the Secretary or an
Assistant Secretary, or the Treasurer or an Assistant Treasurer or any
other officer authorized by the Board, and may (but need not) be sealed
with the seal of the Corporation or a facsimile thereof.
<PAGE>
The signatures of the officers upon a certificate may be facsimiles
if the certificate is countersigned by a transfer agent or registered by
a registrar. All certificates for shares shall be consecutively numbered
or otherwise identified. The name and address of the person to whom the
shares represented thereby are issued, with the number of shares and the
date of issue, shall be entered on the stock transfer records of the
Corporation. All certificates surrendered to the Corporation for
transfer shall be cancelled and no new certificates shall be issued until
the former certificate for a like number of shares shall have been
surrendered and cancelled, except that in the case of a lost, destroyed
or mutilated certificate, a new one may be issued therefor upon such
terms and indemnity to the Corporation as the Board may prescribe.
SECTION 9.2. Transfer of Shares. Transfer of shares of the
Corporation shall be made only on the transfer records of the Corporation
by the holder of record thereof or by his legal representative, who shall
furnish proper evidence of authority to transfer, or by his attorney
thereunto authorized by power of attorney duly executed and filed with
the Secretary of the Corporation, and on surrender for cancellation of
the certificates for such shares. The person in whose name shares stand
on the books of the Corporation shall be deemed by the Corporation to be
the owner thereof for all purposes.
ARTICLE X
Waiver of Notice
SECTION 10.1. Waiver of Notice. Unless otherwise provided by law,
and in addition to any other provision of these By-Laws, whenever any
notice is required to be given to any shareholder or Director, or member
of any committee of the Corporation, a waiver thereof in writing, signed
by the person or persons entitled to such notice, whether before or after
the time stated therein, shall be deemed equivalent to the giving of such
notice.
ARTICLE XI
Fiscal year
SECTION 11.1. Fiscal Year. The fiscal year of the Corporation
shall begin on the first day of January and end on the thirty-first day
of December in each year.
ARTICLE XII
Dividends
SECTION 12.1. Dividends. The Board may from time to time declare,
and the Corporation may pay, dividends on its outstanding shares in the
manner and upon terms and conditions provided by law.
ARTICLE XIII
Seal
SECTION 13.1. Seal. The Board shall provide a corporate seal
which shall be circular in form and shall have inscribed thereon the name
of the Corporation, the state of incorporation, "VIRGINIA", and the word,
"SEAL."
<PAGE>
ARTICLE XIV
Amendments
SECTION 14.1. Amendments to By-Laws. Subject to the provisions of
the Articles of Incorporation, these By-Laws may be altered, amended or
repealed at any regular meeting of the shareholders (or at any special
meeting thereof duly called for that purpose) by a majority vote of the
shares represented and entitled to vote at such meeting; provided that in
the notice of such special meeting notice of such purpose shall be given.
Subject to the laws of the State of Virginia, the Articles of
Incorporation and these By-Laws, the Board of Directors may by majority
vote of those present at any meeting at which a quorum is present amend
these By-Laws, or enact such other By-Laws as in their judgment may be
advisable for the regulation of the conduct of the affairs of the
Corporation; provided, however, that, without the affirmative vote of
two-thirds of all members of the Board, the Board may not amend the
By-Laws to (i) change the principal office of the Corporation, (ii)
change the number of Directors; (iii) change the number of Directors on
the Executive Committee, or (iv) make a substantial change in the duties
of the Chairman of the Board and the President.
ARTICLE XV
Control Share Acquisitions
SECTION 15.1. Non-Applicability. The provisions of Article 14.1
of the Virginia Stock Corporation Act relating to "control share
acquisitions" shall not apply to acquisitions of shares of this
Corporation.
