<PAGE> -53-
EXHIBIT 3.2
BYLAWS OF
LOWE'S COMPANIES, INC.
As Amended and Restated May 26, 2000
INDEX
ARTICLE I. OFFICES 1
ARTICLE II. SHAREHOLDERS 1
SECTION 1. ANNUAL MEETING 1
SECTION 2. SPECIAL MEETINGS 1
SECTION 3. PLACE OF MEETING 1
SECTION 4. NOTICE OF MEETING 2
SECTION 5. CLOSING OF TRANSFER BOOKS OR
FIXING OF RECORD DATE 2
SECTION 6. VOTING LISTS 2
SECTION 7. QUORUM 3
SECTION 8. PROXIES; ELECTRONIC AUTHORIZATION 3
SECTION 9. VOTING OF SHARES 4
SECTION 10. CONDUCT OF MEETINGS 4
ARTICLE III. BOARD OF DIRECTORS 5
SECTION 1. GENERAL POWERS 5
SECTION 2. NUMBER, TENURE AND QUALIFICATIONS 5
SECTION 3. FOUNDING DIRECTOR 5
SECTION 4. QUARTERLY MEETINGS 5
SECTION 5. SPECIAL MEETINGS 6
SECTION 6. NOTICE 6
SECTION 7. QUORUM 6
SECTION 8. MANNER OF ACTING 6
SECTION 9. VACANCIES 6
SECTION 10. COMPENSATION 6
SECTION 11. PRESUMPTION OF ASSENT 6
SECTION 12. ACTION WITHOUT MEETING 7
SECTION 13. INFORMAL ACTION BY DIRECTORS 7
SECTION 14. COMMITTEES GENERALLY 7
SECTION 15. EXECUTIVE COMMITTEE 7
SECTION 16. AUDIT COMMITTEE 8
SECTION 17. COMPENSATION COMMITTEE 8
SECTION 18. GOVERNANCE COMMITTEE 8
SECTION 19. GOVERNMENT/LEGAL AFFAIRS COMMITTEE 8
SECTION 20. SALARY ADMINISTRATION; DIRECTORS
COMPENSATION 9
<PAGE> -54-
ARTICLE IV. INDEMNIFICATION 9
SECTION 1. INDEMNIFICATION 9
SECTION 2. LIMITATION ON INDEMNIFICATION 9
SECTION 3. BOARD DETERMINATION 9
SECTION 4. RELIANCE 9
SECTION 5. AGENTS AND EMPLOYEES 10
SECTION 6. EXPENSES 10
SECTION 7. INSURANCE 10
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ARTICLE V. OFFICERS 10
SECTION 1. TITLES 10
SECTION 2. ELECTION AND TERM OF OFFICE 10
SECTION 3. REMOVAL 10
SECTION 4. CHAIRMAN OF THE BOARD OF DIRECTORS 11
SECTION 5. VICE CHAIRMEN OF THE BOARD OF DIRECTORS 11
SECTION 6. PRESIDENT 11
SECTION 7. VICE PRESIDENTS 11
SECTION 8. SECRETARY 11
SECTION 9. TREASURER 11
SECTION 10. CONTROLLER 11
ARTICLE VI. DEPARTMENTAL DESIGNATIONS 11
SECTION 1. DEPARTMENTAL DESIGNATIONS 11
ARTICLE VII. CERTIFICATES FOR SHARES AND THEIR TRANSFER 12
SECTION 1. CERTIFICATES FOR SHARES; NON-CERTIFICATED
SHARES 12
SECTION 2. TRANSFER OF SHARES 12
SECTION 3. LOST CERTIFICATES 13
ARTICLE VIII. FISCAL YEAR 13
ARTICLE IX. DIVIDENDS 13
ARTICLE X. SEAL 13
ARTICLE XI. WAIVER OF NOTICE 14
ARTICLE XII. AMENDMENTS 14
<PAGE> -55-
BYLAWS
OF
LOWE'S COMPANIES, INC.
As Amended and Restated May 26, 2000
ARTICLE I. OFFICES
The principal office of the corporation in the State of North Carolina
shall be located in the County of Wilkes. The registered office of the
corporation, required by law to be continuously maintained in the State of
North Carolina, may be, but need not be, identical with the principal office
and shall be maintained at that location identified as the address of the
business office of the registered agent with the North Carolina Secretary of
State. The corporation may have such other offices either within or without
the State of North Carolina, as the Board of Directors may designate or the
business of the corporation may require from time to time.
ARTICLE II. SHAREHOLDERS
SECTION 1. ANNUAL MEETING. The annual meeting of the shareholders shall
be held on the last Friday in the month of May in each year, at an hour to be
designated by the Chairman of the Board, for the purpose of electing directors
and for the transaction of such other business as may come before the meeting.
The meeting shall be held on the following business day at the same time in
the event the last Friday in May shall be a legal holiday. If the annual
meeting shall not be held on the day designated by this Section 1, a
substitute annual meeting shall be called in accordance with the provisions
of Section 2 of this Article II. A meeting so called shall be designated and
treated for all purposes as the annual meeting.
SECTION 2. SPECIAL MEETINGS. Special meetings of the shareholders for any
purpose or purposes may be called by the Chairman of the Board or by a
majority of the Board of Directors.
SECTION 3. PLACE OF MEETING. The Board of Directors may designate any
place, either within or without the State of North Carolina, as the place of
meeting for any annual meeting or for any special meeting called by the Board
of Directors. In the event the directors do not designate the place of meeting
for either an annual or special meeting of the shareholders, the Chairman of
the Board may designate the place of meeting. If the Chairman of the Board
does not designate the place of meeting, the meeting shall be held at the
offices of the corporation in North Wilkesboro, North Carolina.
<PAGE> -56-
SECTION 4. NOTICE OF MEETING. 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 10 nor more than
60 days before the day of the meeting, by mail, by or at the direction of the
Secretary, or the officer or persons calling the meeting, to each shareholder
of record entitled to vote at such meeting. Such notice, when mailed, 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. When a meeting is adjourned it
shall not be necessary to give any notice of the adjourned meeting other than
by announcement at the meeting at which the adjournment is taken unless a new
record date for the adjourned meeting is or must be fixed, in which event
notice shall be given to shareholders as of the new record date.
SECTION 5. CLOSING OF TRANSFER BOOKS OR FIXING OF RECORD
DATE. For the purpose of determining shareholders entitled to notice of or to
vote at the meeting or any adjournment thereof, or shareholders entitled to
receive payment of any dividend, or in order to make a determination of
shareholders for any other proper purpose, the Board of Directors of the
corporation may provide that the stock transfer books shall be closed for a
stated period but not to exceed, in any case, 60 days. If the stock transfer
books shall be closed for the purpose of determining shareholders entitled to
notice of or to vote at a meeting of shareholders, such books shall be closed
for at least 10 days immediately preceding such meeting. In lieu of closing
the stock transfer books, the Board of Directors may 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 70 days and, in case of a meeting of shareholders,
not less than 10 days prior to the date on which the particular action,
requiring such determination of shareholders, is to be taken. If the stock
transfer books are not closed and no record date is fixed for the
determination of shareholders entitled to notice of or to vote at a meeting
of shareholders, or of shareholders entitled to receive payment of a dividend,
the date on which notice of the meeting is mailed or the date on which the
resolution of the Board of Directors declaring such dividend is adopted, as
the case may be, shall be the record date for such determination of
shareholders. When a determination of shareholders entitled to vote at any
meeting of shareholders has been made as provided in this Section 5, such
determination shall apply to any adjournment thereof if the meeting is
adjourned to a date not more than 120 days after the date fixed for the
original meeting.
SECTION 6. VOTING LISTS. The officer or agent having charge of the stock
transfer books for shares of the corporation shall make before each meeting of
shareholders a complete list of the shareholders entitled to vote at such
meeting arranged in alphabetical order and by voting group (and within each
voting group by class or series of shares), with the address of and the number
of shares held by each. For a period beginning two business days after notice
of the meeting is given and continuing through the meeting, this list shall be
available at the corporation's principal office for inspection by any
shareholder at any time during usual business hours. The list shall also be
produced and kept open at the time and place of the meeting and shall be
subject to the inspection of any shareholder during
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the whole time of the meeting. The original stock transfer books shall be prima
facie evidence as to who are the shareholders entitled to examine such list or
transfer books or to vote any meeting of shareholders.
SECTION 7. QUORUM. Shares entitled to vote as a separate voting group may
take action on a matter at a meeting if a quorum of that voting group exists
with respect to that matter. In the absence of a quorum at the opening of any
meeting of shareholders, the meeting may be adjourned from time to time by the
vote of the majority of the votes cast on the motion to adjourn. A majority of
the votes entitled to be cast on the matter by the voting group constitutes a
quorum of that voting group for action on that matter. Once a share is
represented for any purpose at a meeting, it is deemed present for quorum
purposes for the remainder of the meeting and for any adjournment of the
meeting unless a new record date is or must be set for the adjourned meeting.
If a quorum exists, action on a matter (other than the election of directors)
by a voting group is approved if the votes cast within the voting group
favoring the action exceed the votes cast opposing the action, unless the
Articles of Incorporation, a Bylaw adopted by the shareholders, or the North
Carolina Business Corporation Act requires a greater number of affirmative
votes.
SECTION 8. PROXIES; ELECTRONIC AUTHORIZATION
(a) At all meetings of shareholders, a shareholder may vote by proxy
executed in writing by the shareholder or by 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 11 months from
the date of its execution, unless otherwise provided in the proxy. If a proxy
for the same shares confers authority upon two or more persons and does not
otherwise provide a majority of them present at the meeting or if only one is
present at the meeting then that one may exercise all the powers conferred by
the proxy; but if the proxy holders present at the meeting are divided as to
the right and manner of voting in any particular case, and there is no
majority, the voting of such shares shall be prorated.
(b) The secretary may approve procedures to enable a shareholder or a
shareholder's duly authorized attorney in fact to authorize another person or
persons to act for him or her as proxy by transmitting or authorizing the
transmission of a telegram, cablegram, internet transmission, telephone
transmission or other means of electronic transmission to the person who will
be the holder of the proxy or to a proxy solicitation firm, proxy support
service organization or like agent duly authorized by the person who will be
the holder of the proxy to receive such transmission, provided that any such
transmission must either set forth or be submitted with information from which
the inspectors of election can determine that the transmission was authorized
by the shareholder or the shareholder's duly authorized attorney in fact. If
it is determined that such transmissions are valid, the inspectors shall
specify the information upon which they relied. Any copy, facsimile
telecommunications or other reliable reproduction of the writing or
transmission created pursuant to this Section 8 may be substituted or used in
lieu of the original writing or transmission for any and all purposes for
which the original writing or transmission could be used, provided that such
copy, facsimile
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telecommunication or other reproduction shall be a complete
reproduction of the entire original writing or transmission.
SECTION 9. VOTING OF SHARES. Except as otherwise provided by law, each
outstanding share of capital stock of the corporation entitled to vote shall
be entitled to one vote on each matter submitted to a vote at a meeting of
shareholders. The vote of a majority of the shares voted on any matter at a
meeting of shareholders at which a quorum is present shall be the act of the
shareholders on that matter, unless the vote of a greater number is
required by law or by the Articles of Incorporation or Bylaws. Voting on all
substantive matters shall be by a ballot vote on that particular matter.
Voting on procedural matters shall be by voice vote or by a show of hands
unless the holders of one-tenth of the shares represented at the meeting shall
demand a ballot vote on procedural matters.
SECTION 10. CONDUCT OF MEETINGS. At each meeting of the stockholders,
the Chairman of the Board shall act as chairman and preside. In his absence,
the Chairman of the Board may designate another officer or director to
preside. The Secretary or an Assistant Secretary, or in their absence, a
person whom the Chairman of such meeting shall appoint, shall act as secretary
of the meeting.
At any meeting of stockholders, only business that is properly brought
before the meeting may be presented to and acted upon by stockholders. To be
properly brought before the meeting, business must be brought (a) by or at the
direction of the Board of Directors or (b) by a stockholder who has given
written notice of business he expects to bring before the meeting to the
Secretary not less than 15 days prior to the meeting. If mailed, such notice
shall be sent by certified mail, return receipt requested, and shall be deemed
to have been given when received by the Secretary. A stockholder's notice to
the Secretary shall set forth as to each matter the stockholder proposes to
bring before the meeting (a) a brief description of the business to be brought
before the meeting and the reasons for conducting such business at the
meeting, (b) the name and address, as they appear on the corporation's books,
of the stockholder proposing such business, (c) the class and number of shares
of the corporation's stock beneficially owned by the stockholder, and (d) any
material interest of the stockholder in such business. No business shall be
conducted at a meeting of stockholders except in accordance with the
procedures set forth in this Section 10. The chairman of a meeting of
stockholders shall, if the facts warrant, determine and declare to the meeting
that business was not properly brought before the meeting in accordance with
the provisions of this Section 10, 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.
Any nomination for director made by a stockholder must be made in writing
to the Secretary not less than 15 days prior to the meeting of stockholders at
which Directors are to be elected. If mailed, such notice shall be sent by
certified mail, return receipt requested, and shall be deemed to have been
given when received by the Secretary. A stockholder's nomination for director
shall set forth (a) the name and business address of the stockholder's
nominee, (b) the fact that the nominee has consented to his name being placed
<PAGE. -59-
in nomination, (c) the name and address, as they appear on the corporation's
books, of the stockholder making the nomination, (d) the class and number of
shares of the corporation's stock beneficially owned by the stockholder, and
(e) any material interest of the stockholder in the proposed nomination.
Notwithstanding compliance with this Section 10, the chairman of a meeting of
stockholders may rule out of order any business brought before the meeting
that is not a proper matter for stockholder consideration. This Section 10
shall not limit the right of stockholders to speak at meetings of stockholders
on matters germane to the corporation's business, subject to any rules for the
orderly conduct of the meeting imposed by the Chairman of the meeting. The
corporation shall not have any obligation to communicate with stockholders
regarding any business or director nomination submitted by a stockholder in
accordance with this Section 10 unless otherwise required by law.
ARTICLE III. BOARD OF DIRECTORS
SECTION 1. GENERAL POWERS. The business and affairs of the corporation
shall be managed by the Board of Directors except as otherwise provided by
law, by the Articles of Incorporation or by the Bylaws.
SECTION 2. NUMBER, TENURE AND QUALIFICATIONS. The number of directors of
the Corporation shall be 9, divided into three classes: Class I (two), Class
II (four), and Class III, (three). One director shall be designated and
elected by the Board as Chairman of the Board of Directors, and shall preside
at all meetings of the Board of Directors. The Board may elect a
Vice-Chairman whose only duties shall be to preside at Board meetings in the
absence of the Chairman. Directors need not be residents of the State of
North Carolina or shareholders of the corporation. Subject to the Articles
of Incorporation, the Board of Directors shall each year, prior to the annual
meeting, determine by appropriate resolution the number of directors which
shall constitute the Board of Directors for the ensuing year, and the number
of directors which shall constitute the class of directors being elected at
such annual meeting. The directors may amend the Bylaws between meetings of
shareholders to increase or decrease the number of directors to make
vacancies available for the election of new directors.
SECTION 3. FOUNDING DIRECTOR. A Founding Director is a person who was
a director when it became a public company in 1961, who was a director on
November 7, 1980, and who has served continuously as a director since 1961.
SECTION 4. QUARTERLY MEETINGS. Quarterly meetings of the Board of
Directors shall be held at a time and place determined by the Chairman of the
Board of Directors. Any one or more of the directors or members of a committee
designated by the directors may participate in a meeting of the Board or
committee by means of a conference telephone or similar communications device
which allows all persons participating in the meeting to hear each other and
such participation in a meeting will be deemed presence in person.
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SECTION 5. SPECIAL MEETINGS. Special Meetings of the Board of Directors
may be called by or at the request of the Chairman of the Board of Directors
or two of the directors. The person or persons authorized to call special
meetings of the Board of Directors may fix any place, either within or without
the State of North Carolina, as the place for holding any special meeting of
the Board of Directors called by them.
SECTION 6. NOTICE. Notice of any special meeting shall be given by either
mail, facsimile or telephone. Notice of any special meeting given by mail
shall be given at least five days previous thereto. If mailed, such notice
shall be deemed to be delivered when deposited in the United States mail
properly addressed, with postage thereon prepaid. If notice is given by
facsimile or by telephone, it shall be done so at least two days prior to the
special meeting and shall be deemed given at the time the facsimile is
transmitted or of the telephone call itself. Any director may waive notice of
any meeting. The attendance of a director at a meeting shall constitute a
waiver of notice of such meeting, except where a director attends a meeting
for the express purpose of objecting to the transaction of any business
because the meeting is not lawfully called or convened. Neither the business
to be transacted at nor the purpose of any regular or special meeting of the
Board of Directors need be specified in the notice or waiver of notice of such
meeting.
SECTION 7. QUORUM. A majority of the number of directors shall constitute
a quorum for the transaction of business at any meeting of the Board of
Directors, but if less than such majority is present at a meeting, a majority
of the directors present may adjourn the meeting from time to time without
further notice.
SECTION 8. MANNER OF ACTING. The act of the majority of the directors
present at a meeting at which a quorum is present shall be the act of the
Board of Directors unless otherwise required by the Articles of Incorporation.
SECTION 9. VACANCIES. Any vacancy occurring in the Board of Directors
shall be filled as provided in the Articles of Incorporation.
SECTION 10. COMPENSATION. The directors may be paid such expenses as are
incurred in connection with their duties as directors. The Board of Directors
may also pay to the directors compensation for their service as directors.
SECTION 11. PRESUMPTION OF ASSENT. A director of the corporation who is
present at a meeting of the Board of Directors at which action on any
corporate 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 or shall forward
such dissent by registered mail to the secretary of the corporation
immediately after the adjournment of the meeting. Such right to dissent shall
not apply to a director who voted in favor of such action.
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SECTION 12. ACTION WITHOUT MEETING. Action taken by a majority of the
Board, or a Committee thereof, without a meeting is nevertheless Board, or
Committee, action if written consent to the action in question is signed by
all of the directors, or Committee members, and filed with the minutes of the
proceedings of the Board, or Committee, whether done before or after the
action so taken.
SECTION 13. INFORMAL ACTION BY DIRECTORS. Action taken by a majority of
the directors without a meeting is action of the Board of Directors if written
consent to the action is signed by all of the directors and filed with the
minutes of the proceedings of the Board of Directors, whether done before or
after the action so taken.
SECTION 14. COMMITTEES GENERALLY. Committees of the Board of
Directors shall be reestablished annually at the first Board of Directors
Meeting held subsequent to the Annual Shareholders Meeting. Directors
designated to serve on committees shall serve as members of such committees
until the first Board of Directors Meeting following the next succeeding
Annual Shareholders Meeting or until their successors shall have been duly
designated. The Board of Directors may designate a committee chairman and a
committee vice chairman from the membership for each committee established. In
the absence of the designation of a committee chairman or vice chairman by the
Board, a committee by majority vote may elect a chairman or vice chairman from
its own membership.
SECTION 15. EXECUTIVE COMMITTEE. (a) The Board may establish an
Executive Committee comprising not less than three members. This Committee may
exercise all of the authority of the Board of Directors to the full extent
permitted by law, but shall not have power:
i) To declare dividends or authorize distributions;
ii) To approve or propose to shareholders any action that is required to
be approved by shareholders under the North Carolina Business
Corporation Act;
iii) To approve an amendment to the Articles of Incorporation of the
Corporation;
iv) To approve a plan of dissolution; merger or consolidation;
v) To approve the sale, lease or exchange of all or substantially
all of the property of the Corporation;
vi) To designate any other committee, or to fill vacancies in the Board
of Directors or other committees;
vii) To fix the compensation of directors for serving on the Board of
Directors or any committee;
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viii) To amend or repeal the Bylaws, or adopt new Bylaws;
ix) To authorize or approve reacquisition of shares, except according
to a formula or method approved by the Board of Directors;
x) To authorize or approve the issuance or sale or contract for sale of
shares, or determine the designation and relative rights, preferences
and limitations of a class or series of shares, unless the Board of
Directors specifically authorizes the Executive Committee to do so
within limits established by the Board of Directors;
xi) To amend, or repeal any resolution of the Board of Directors which by
its terms is not so amendable or repealable; or
xii) To take any action expressly prohibited in a resolution of the Board
of Directors.
SECTION 16. AUDIT COMMITTEE. The Board may establish an Audit
Committee comprising not less than three members, all of whom shall be non-
Employee directors. The Committee shall aid the Board in carrying out its
responsibilities for accurate and informative financial reporting, shall
assist the Board in making recommendations with respect to management's
efforts to maintain and improve financial controls, shall review
reports of examination by the independent auditors, and except as otherwise
required by law, shall have authority to act for the Board in any matter
delegated to this Committee by the Board of Directors. The Committee shall
recommend each year an independent certified public accounting firm as
independent auditors for the Corporation. The Corporation's Head of Internal
Audit shall report to the Audit Committee, and his employment may only be
terminated with the approval of the Committee.
SECTION 17. COMPENSATION COMMITTEE. The Board may establish a
Compensation Committee comprising not less than three members, all of whom
shall be non-employee directors. Except as otherwise required by law, the
Compensation Committee shall have authority to act for the Board in any matter
delegated to this Committee by the Board of Directors.
SECTION 18. GOVERNANCE COMMITTEE. The Board may establish a Governance
Committee comprising not less than three members, all of whom shall be non-
employee directors. Except as otherwise required by law, the Governance
Committee shall have authority to act for the Board in any matter delegated to
this Committee by the Board of Directors.
SECTION 19. GOVERNMENT/LEGAL AFFAIRS COMMITTEE. The Board may
establish a Government/Legal Affairs Committee to consist of not less than
three directors. Except as otherwise required by law, the Government/Legal
Affairs Committee shall have
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authority to act for the Board in any manner
delegated to this Committee by the Board of Directors.
SECTION 20. SALARY ADMINISTRATION; DIRECTORS COMPENSATION.
The compensation of employees not covered by the Compensation Committee duties
shall be the responsibility of the Chief Executive Officer. The compensation
of independent directors shall be recommended to the Board of Directors by the
Chief Executive Officer.
ARTICLE IV. INDEMNIFICATION
SECTION 1. INDEMNIFICATION. In addition to any indemnification required or
permitted by law, and except as otherwise provided in these Bylaws, any person
who at any time serves or has served as a director or officer of the
corporation, or in such capacity at the request of the corporation for any
other corporation, partnership, joint venture, trust or other enterprise, shall
have a right to be indemnified by the corporation to the fullest extent
permitted by law against (i) reasonable expenses, including attorneys' fees,
actually and necessarily incurred by him in connection with any threatened,
pending or completed action, suit or proceeding, whether civil, criminal,
administrative or investigative, seeking to hold him liable by reason of the
fact that he is or was acting in such capacity, and (ii) payments made by him
in satisfaction of any judgment, money decree, fine, penalty or reasonable
settlement for which he may have become liable in any such action, suit or
proceeding.
SECTION 2. LIMITATION ON INDEMNIFICATION. The corporation shall not
indemnify any person hereunder against liability or litigation expense he may
incur on account of his activities which were at the time taken known or
believed by him to be clearly in conflict with the best interests of the
corporation. The corporation shall not indemnify any director with respect to
any liability arising out of N.C.G.S.section 55-8-33 (relating to unlawful
declaration of dividends) or any transaction from which the director derived an
improper personal benefit as provided in N.C.G.S. section 55-2-02(b)(3).
SECTION 3. BOARD DETERMINATION. If any action is necessary or appropriate
to authorize the corporation to pay the indemnification required by this Bylaw
the Board of Directors shall take such action, including (i) making a good
faith evaluation of the manner in which the claimant for indemnity acted and of
the reasonable amount of indemnify due him, (ii) giving notice to, and
obtaining approval by, the shareholders of the corporation, and (iii) taking
any other action.
SECTION 4. RELIANCE. Any person who at any time after the adoption of this
Bylaw serves or has served in any of the capacities indicated in this Bylaw
shall be deemed to be doing or to have done so in reliance upon, and as
consideration for, the right of indemnification provided herein. Such right
shall inure to the benefit of the legal
<PAGE> -64-
representatives of any such person and
shall not be exclusive of any other rights to which such person may be entitled
apart from the provision of this Bylaw.
SECTION 5. AGENTS AND EMPLOYEES. The provisions of this Bylaw shall not be
deemed to preclude the corporation from indemnifying persons serving as agents
or employees of the corporation, or in such capacity at the request of the
corporation for any other corporation, partnership, joint venture, trust or
other enterprise, to the extent permitted by law.
SECTION 6. EXPENSES. The corporation shall be entitled to pay the expenses
incurred by a director or officer in defending a civil or criminal action, suit
or proceeding in advance of final disposition upon receipt of an undertaking by
or on behalf of the director or officer to repay such amount unless it shall
ultimately be determined that he is entitled to be indemnified by the
Corporation against such expenses.
SECTION 7. INSURANCE. As provided by N.C.G.S. section 55-8-57, the
Corporationshall have the 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 who is or was serving at the request of the corporation as a
director, officer or employee or agent of another corporation, partnership,
joint venture, trust or other enterprise or as a trustee or administrator under
an employee benefit plan 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 has the power to indemnify him against such
liability.
ARTICLE V. OFFICERS
SECTION 1. TITLES. The officers of the corporation may consist of the
Chairman of the Board of Directors, Vice Chairmen, the President, and such Vice
Presidents as shall be elected as officers by the Board of Directors. There
shall also be a Secretary, Treasurer, Controller and such assistants thereto as
may be elected by the Board of Directors. Any one person may hold one or more
offices in the corporation. No officer may act in more than one capacity where
action of two or more is required.
SECTION 2. ELECTION AND TERM OF OFFICE. The officers of the
corporation shall be elected annually by the Board of Directors at the first
meeting of the Board held after each annual meeting of the shareholders, or at
any other meeting of said Board. If the election of officers shall not be held
at such meeting, such election shall be held as soon thereafter as conveniently
may be. 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 3. REMOVAL. Since officers serve at the pleasure of the Board, any
officer may be removed at any time by the Board of Directors, with or without
cause.
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Termination of an officer's employment with the Corporation by the
appropriate official (and by the Audit Committee for the Head of Internal
Audit) shall also end his term as an officer.
SECTION 4. CHAIRMAN OF THE BOARD OF DIRECTORS. There shall be a Chairman
of the Board of Directors elected by the directors from their members. The
Chairman shall preside at meetings of the Board of Directors, shall be the
Chief Executive Officer of the corporation, and shall have direct supervision
and control of all of the business affairs of the corporation, subject to the
general supervision and control of the Board of Directors. The Chairman shall
have power to sign certificates for shares of the corporation and any deeds,
mortgages, bonds, contracts, or any other instruments or
documents which may be lawfully executed on behalf of the corporation. The
Chairman shall vote as agent for the corporation the capital stock held or
owned by the corporation in any corporation. The Chairman is authorized to
delegate the authority to vote capital stock held or owned by the corporation
and to execute and deliver agreements and other instruments to other officers
of the corporation.
SECTION 5. VICE CHAIRMEN OF THE BOARD OF DIRECTORS. The Board of
Directors may elect one or more Vice Chairmen from their members. A Vice
Chairman shall preside at meetings of the Board of Directors in the absence of
the Chairman.
SECTION 6. PRESIDENT. The President perform such duties and have such
responsibilities as are assigned by the Board of Directors or the Chief
Executive Officer.
SECTION 7. VICE PRESIDENTS. The Vice Presidents shall perform such duties
and have such responsibilities as are assigned by the Board of Directors or the
Chief Executive Officer.
SECTION 8. SECRETARY. The Secretary shall perform such duties and have
such responsibilities as are assigned by the Board of Directors or the Chief
Executive Officer.
SECTION 9. TREASURER. The Treasurer shall perform such duties and have
such responsibilities as are assigned by the Board of Directors or the Chief
Executive Officer.
SECTION 10. CONTROLLER. The Controller shall perform such duties and
have such responsibilities as are assigned by the Board of Directors or the
Chief Executive Officer.
ARTICLE VI. DEPARTMENTAL DESIGNATIONS
SECTION 1. DEPARTMENTAL DESIGNATIONS. The Chief Executive Officer may establish
such departmental or functional designations or titles pertaining to
supervisory personnel as the Chief Executive Officer in his discretion deems
wise. The designations or titles may be that of Senior Vice President, Vice
President or such other
<PAGE> -66-
term or terms as the Chief Executive Officer desires to
utilize. The designation or title contemplated by this section is for the
purpose of administration within the department or function concerned and is
not with the intent of designating those individuals bearing such titles as
general officers of the corporation. These individuals bearing these titles
shall be known as administrative managers of the corporation.
ARTICLE VII. CERTIFICATES FOR SHARES AND THEIR TRANSFER
SECTION 1. CERTIFICATES FOR SHARES; NON-CERTIFICATED SHARES
(a) Certificates representing shares of the corporation shall be in such form
as shall be determined by the Board of Directors. Such certificates shall be
signed by the Chairman of the Board and by the Secretary, provided that where a
certificate is signed by a transfer agent, assistant transfer agent or co-
transfer agent of the corporation or with the duly designated transfer agent
the signatures of such officers of the corporation upon the certificate may be
facsimile engraved or printed. Each certificate shall be sealed with the seal
of the corporation or a facsimile thereof. 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 class and date of issue, shall be entered on the stock transfer
books of the corporation, as the transfer agent. All certificates surrendered
to the corporation for transfer shall be canceled and no new certificate shall
be issued until the former certificate for a like number of shares shall have
been surrendered and canceled, except that in 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 of Directors may prescribe.
(b) The Board of Directors may authorize the issuance of some or all of the
shares of any or all of the corporation's classes or series of stock without
certificates. Such authorization shall not affect shares already represented
by certificates until such shares are surrendered to the corporation. Within a
reasonable time after the issuance or transfer of shares without certificates,
the corporation shall send the shareholder a written statement with information
required on certificates by North Carolina General Statutes 55-6-25(b) and (c),
and, if applicable, North Carolina General Statutes 55-6-27, or any successor
law.
SECTION 2. TRANSFER OF SHARES. Transfer of shares of the corporation
shall be made only on the stock transfer books of the corporation by the holder
of records 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 certificate 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. To
the extent that any provision of the Rights Agreement between the Company and
Wachovia Bank, N.A., Rights Agent, dated as of September 9, 1998, is deemed to
constitute a restriction on the transfer of any securities of the Company,
including, without limitation,
<PAGE> -67-
the Rights, as defined therein, such restriction is hereby authorized by the
Bylaws of the Company.
Transfer of shares not represented by certificates shall be made in
accordance with such requirements with respect to transfer as appear in Article
8 of the Uniform Commercial Code as in effect from time to time in North
Carolina.
SECTION 3. LOST CERTIFICATES. The Board of Directors may authorize the
issuance of a new certificate in place of a certificate claimed to have been
lost or destroyed, upon receipt of an affidavit of such fact from the person
claiming the loss or destruction. In authorizing such issuance of a new
certificate, the Board may require the claimant to give the corporation a bond
in such sum as it may direct to indemnify the corporation against loss from any
claim with respect to the certificate claimed to have been lost or destroyed;
or the Board, by resolution reciting that the circumstances justify such
action, may authorize the issuance of the new certificate without requiring
such a bond. This function or duty on the part of the Board may be assigned by
the Board to the transfer agents of the common stock of the corporation.
ARTICLE VIII. FISCAL YEAR
The fiscal year of the Corporation shall end on the Friday nearest to
January 31 of each year. The fiscal year shall consist of four quarterly
periods, each comprising 13 weeks, with the 13-week periods divided into three
periods of four weeks, five weeks, and four weeks. Every six to eight years,
the fiscal year shall be a 53-week year, with the fourth period comprising four
weeks, five weeks, and five weeks, to reflect the 365th day of each year and
the 29th day of February in leap year.
ARTICLE IX. DIVIDENDS
The Board of Directors may from time to time declare, and the corporation
may pay, dividends on its outstanding shares in the manner and upon the terms
and conditions provided by law and as provided in a resolution of the Board of
Directors.
ARTICLE X. SEAL
The Board of Directors 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, and the word "Seal".
<PAGE> -68-
ARTICLE XI. WAIVER OF NOTICE
Whenever any notice is required to be given to any shareholder or director
of the corporation under the provisions of the charter or under the provisions
of applicable law, 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 XII. AMENDMENTS
Unless otherwise prescribed by law or the charter, these Bylaws may be
amended or altered at any meeting of the Board of Directors by affirmative vote
of a majority of the directors. Unless otherwise prescribed by law or the
charter, the shareholders entitled to vote in respect of the election of
directors, however, shall have the power to rescind, amend, alter or repeal any
Bylaws and to enact Bylaws which, if expressly so provided, may not be amended,
altered or repealed by the Board of Directors.
