<PAGE> 1
FORM 8-A
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
BANCORPSOUTH, INC.
(Exact Name of Registrant as Specified in its Charter)
Mississippi 64-0659571
- --------------------------------------------------------------------------------
(State of Incorporation or Organization) (I.R.S. Employer
Identification No.)
One Mississippi Plaza, Tupelo, Mississippi 38801
- --------------------------------------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of Each Class Name of Each Exchange on Which
to be so Registered Each Class is to be Registered
- ------------------- ------------------------------
Common Stock, $2.50 par value New York Stock Exchange
- ----------------------------- -----------------------
If this Form relates to the registration of a class of debt
securities and is effective upon filing pursuant to General Instruction A(c)(1)
please check the following box.[ ]
If this Form relates to the registration of a class of debt
securities and is to become effective simultaneously with the effectiveness of a
concurrent registration statement under the Securities Act of 1933 pursuant to
General Instruction A(c)(2) please check the following box.[ ]
Securities to be registered pursuant to Section 12(g) of the Act:
N/A
- --------------------------------------------------------------------------------
(Title of Class)
<PAGE> 2
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
The Registrant's Common Stock has heretofore been traded on
the Nasdaq Stock Market National Market. A Registration Statement on Form 8-A
registering the Registrant's Common Stock under Section 12(g) of the Securities
Exchange Act of 1934 (the "Exchange Act") was filed with the Securities and
Exchange Commission on March 23, 1983. On May 5, 1997, the New York Stock
Exchange ("NYSE") approved the listing of the Registrant's Common Stock on the
NYSE. Accordingly, this filing is to register the Registrant's Common Stock
under Section 12(b) of the Exchange Act.
For a description of the Registrant's Common Stock, reference is made
to the information set forth under the caption "Description of BancorpSouth
Common Stock" in the Prospectus filed pursuant to Rule 424(b) under the
Securities Act, forming a part of the Registrant's Registration Statement on
Form S-4 (Registration No. 33-91338), which information is incorporated herein
by reference.
ITEM 2. EXHIBITS.
1. Restated Articles of the Incorporation of the Registrant(1)
2. Amendment to Restated Articles of Incorporation of the Registrant,
filed on May 4, 1994(1)
3. Bylaws of the Registrant (filed herewith)
(1)Incorporated herein by reference to exhibits filed with the Registrant's
Registration Statement on Form S-4 (Registration No. 33-91338).
2
<PAGE> 3
SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the Registrant has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereto duly authorized.
BANCORPSOUTH, INC.
Date: May 13, 1997 By: /s/ L. Nash Allen, Jr.
----------------------------
L. Nash Allen, Jr.
Treasurer and Chief Financial
Officer
3
<PAGE> 4
EXHIBIT INDEX
1. Restated Articles of the Incorporation of the Registrant(1)
2. Amendment to Restated Articles of Incorporation of the Registrant,
filed on May 4, 1994(1)
3. Bylaws of the Registrant (filed herewith)
- ----------
(1)Incorporated herein by reference to exhibits filed with the Registrant's
Registration Statement on Form S-4 (Registration No. 33-91338).
4
<PAGE> 1
Exhibit 3
BYLAWS
OF
BANCORPSOUTH, INC.
ARTICLE I. OFFICES
The principal office of BancorpSouth, Inc. (the "Corporation")
shall be located in the City of Tupelo, County of Lee, State of Mississippi. The
Corporation may have such other offices either within or without the State of
Mississippi, as the Board of Directors may designate or as the business of the
Corporation may require from time to time.
ARTICLE II. MEETINGS
SECTION 1. General
All meetings of the shareholders of the Corporation shall be
held at the such place (either within or without the state), date and time as
may be set forth in these bylaws or as shall be determined from time to time by
the Board of Directors; and the place, date and time of such meeting shall be
stated in the notice and call of the meeting.
SECTION 2. Annual Meeting
An annual meeting of the shareholders of the Corporation shall
be held during the third, fourth or fifth month following the end of the
Corporation's fiscal year on such date as may be fixed by resolution of the
Board of Directors. The business to be transacted at such meeting shall be the
election of directors and such other business as shall be properly brought
before the meeting. If the election of directors is not held on the date
determined by the Board of Directors for any annual meeting, or at any
adjournment of such meeting, the Board of Directors shall call a special meeting
of the shareholders as soon as conveniently possible thereafter. At such special
meeting the election of directors shall take place and such election and any
other business transacted thereat shall have the same force and effect as if
transacted at an annual meeting duly called and held.
SECTION 3. Special Meeting
Special meetings of the shareholders, unless otherwise
required by law, may be called at any time by the Chief Executive Officer or
Secretary and shall be called by the Chief Executive Officer or Secretary at the
request in writing of a majority of the Board of Directors or of shareholders
owning not less than a majority (51%) of the entire capital stock of the
Corporation issued and outstanding and entitled to vote at such meeting. Such
written request
<PAGE> 2
must state the purpose or purposes for which the meeting is called and the
person or persons calling the meeting.
SECTION 4. Notice of Meeting
Written notice stating the place, day and hour of the meeting,
and in case of special meeting the purpose or purposes for which the meeting is
called, shall, unless otherwise prescribed by statute, be delivered not less
than ten (10) nor more than sixty (60) days before the date of the meeting,
either personally or by mail, by or at the direction of the Chief Executive
Officer and/or President, the Secretary, or the officer or persons calling the
meeting, to each shareholder or record entitled to vote at such 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 paid thereon.
SECTION 5. Fixing of Record Date
For the purpose of determining shareholders entitled to notice
of or to vote at any meeting of shareholders or any adjournment thereof, or
shareholders entitled to receive payment of any dividend, of in order to make a
determination of shareholders for any other purpose, the Board of Directors of
the Corporation 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 fifty
(50) days and, in case of a meeting of shareholders, not less than ten (10) days
prior to the date on which the particular action, requiring such determination
of shareholders, is to be taken. If no record date is fixed for the
determination 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 determination of shareholders entitled to vote at any meeting of
shareholders has been made as provided in this section, such determination shall
apply to any adjournment thereof unless the meeting is adjourned to a date more
than one hundred twenty (120) days after the date fixed for the original meeting
in which event the Board of Directors shall fix a new record date.
SECTION 6. Voting List
The officer or agent having charge of the stock transfer books
for shares of the Corporation shall make a complete list of the shareholders
entitled to notice of a meeting of shareholders or any adjournment thereof,
arranged by voting group (and within each voting group by class or series of
shares), and in alphabetical order, with the address of and the number of shares
held by each shareholder. The list shall be available for inspection beginning
two (2) business days after notice of the meeting is given for which the list
was prepared and continuing through the meeting, at the principal office of the
Corporation and shall be subject to inspection on written demand by any
shareholder, his agent or attorney at any time during regular business hours.
Such list shall also be available at the time and place of the meeting and shall
be subject
2
<PAGE> 3
to the inspection of any shareholder, his agent or attorney during the time of
the meeting or any adjournment. The original stock transfer books shall be prima
facie evidence as to who are the shareholders entitled to examine such list or
transfer book or to vote at any meeting of shareholders.
SECTION 7. Quorum
A majority of the shares entitled to vote, represented in
person or by proxy, shall constitute a quorum at a meeting of shareholders,
except that two-thirds of the shares entitled to vote shall constitute a quorum
for the transaction of business at a special meeting of shareholders. 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 Restated Articles of Incorporation of
the Corporation or applicable law requires a greater number of affirmative
votes. If less than a majority of the outstanding shares are represented at a
meeting, a majority of the shares so represented may adjourn the meeting from
time to time without further notice. At such adjourned meeting at which a quorum
shall be present or represented, any business may be transacted which might have
been transacted at the meeting as originally noticed. The shareholders present
at a duly organized meeting may continue to transact business for that meeting
and for any adjournment thereof, unless a new record date must be set for that
adjourned meeting, notwithstanding the withdrawal of enough shareholders to
leave less than a quorum.
SECTION 8. Proxies
At all meetings of shareholders, a shareholder 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 (11) months
from the date of execution, unless otherwise provided in the appointment form.
SECTION 9. Voting of Shares
Each outstanding share entitled to vote shall be entitled to
one (1) vote upon each matter submitted to a vote at a meeting of the
shareholders.
SECTION 10. Voting of Shares by Certain Holders
Shares standing in the name of another corporation may be
voted by such officer, agent or proxy as the bylaws of such corporation may
prescribe, or in the absence of such provision as the board of directors of such
corporation may determine.
Shares held by an administrator, executor, guardian, or
conservator may be voted by him, either in person or by proxy without a transfer
of such shares into his name.
3
<PAGE> 4
Shares standing in the name of a receiver may be voted by such
receiver and shares held by or under the control of a receiver may be voted by
such receiver without the transfer thereof into his name if authority so to do
be contained in an appropriate order of the court by which such receiver was
appointed.
A shareholder whose shares are pledged shall be entitled to
vote such shares until the shares have been transferred into the name of the
pledgee, and thereafter the pledgee shall be entitled to vote the shares so
transferred.
Shares of its own stock owned by the Corporation or by any
other corporation, the majority of whose voting shares are owned, directly or
indirectly, by the Corporation, shall not be voted at any meeting, and shall not
be counted in determining the total number of outstanding shares at any given
time, except for any shares of the Corporation which are held in a fiduciary
capacity.
SECTION 11. Nominations for Director
At least forty-five (45) days prior to the date of the meeting
of shareholders at which directors are to be elected, the Board of Directors, or
a nominating committee appointed by the Board, shall nominate candidates for
election to the Board of Directors to be elected at such meeting. Any
shareholder who desires to recommend for nomination, intends to nominate or to
cause to have nominated any candidate for election to the Board of Directors
(other than the candidates proposed by the Board or a nominating committee
thereof) shall deliver written notice to the Chief Executive Officer of the
Corporation not less than ninety (90) days prior to the date of such meeting.
Such written notice shall contain the following information to the extent known
by the nominating shareholders: the name and address of each proposed nominee;
the principal occupation of each proposed nominee; the name and residence
address of the notifying shareholder; and the number of shares owned by the
notifying shareholder. Any nomination for director by a shareholder not made in
accordance with the provisions of this section shall be disregarded by the
presiding officer of the meeting, and upon his instructions all votes cast for
each such nominee shall be disregarded.
SECTION 12. Action by Shareholders Without Meeting
Unless otherwise provided by law, any action required to be
taken at a meeting of the shareholders may be taken without a meeting if a
consent in writing, setting forth the actions so taken, shall be signed by all
of the shareholders entitled to vote with respect to the subject matter thereof.
SECTION 13. Presiding Officer
Meetings of the shareholders shall be presided over by the
Chief Executive Officer of the Corporation, or if he is not present, by an
officer ranking at least as high as Vice President, or if neither the Chief
Executive Officer nor such an officer is present, by a chairman
4
<PAGE> 5
to be chosen by a majority of the shareholders entitled to vote at such meeting.
The Secretary of the Corporation or an Assistant Secretary as designated by the
Secretary, shall act as secretary of every meeting, but if neither the Secretary
nor an Assistant Secretary is present, the shareholders entitled to vote at such
meeting shall choose any person present to act as secretary of the meeting.
SECTION 14. Conduct of Meetings
Meetings of shareholders generally shall follow accepted rules
of parliamentary procedure subject to the following:
(a) The chairman of the meeting shall have absolute
authority over the matters of procedure, and there
shall be no appeal from the ruling of the chairman.
If, in his absolute discretion, the chairman deems it
advisable to dispense with the rules of parliamentary
procedure as to any one meeting of shareholders or
part thereof, he shall so state and shall clearly
state the rules under which the meeting or
appropriate part thereof shall be conducted.
(b) If disorder should arise which prevents the
continuation of the legitimate business of the
meeting, the chairman may quit the chair and announce
the adjournment of the meeting; and upon his so
doing, the meeting is immediately adjourned.
(c) The chairman may ask or require that anyone not a
bona fide shareholder or proxy leave the meeting.
(d) A resolution or motion shall be considered for vote
only if proposed by a shareholder or a duly
authorized proxy and seconded by a shareholder or
duly authorized proxy other than the individual who
proposed the resolution or motion.
(e) Subject to the provisions of Rule 14a-8 promulgated
under the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), or any successor rule, and
except as the chairman may permit, no matter shall be
presented to the meeting which has not been submitted
for inclusion in the agenda at least thirty (30) days
prior to the meeting.
5
<PAGE> 6
ARTICLE III. BOARD OF DIRECTORS
SECTION 1. General Powers
The business and affairs of the Corporation shall be managed
by the Board of Directors.
SECTION 2. Number and Tenure of Directors and Qualifications
The number of directors of the Corporation shall be not less
than nine (9) nor more than twenty-four (24) directors. Each director shall hold
office for the term provided in the Restated Articles of Incorporation, and
until his successor shall have been elected and qualified. At each annual
meeting of shareholders, the shareholders shall elect directors to hold office
for the term provided in the Restated Articles of Incorporation, and the
Chairman, or the Secretary of the meeting shall notify the directors-elect of
their election. Each and every director of this Corporation must be the owner,
in his or her own right, of unencumbered stock therein in the amount of at least
two hundred dollars ($200.00) par value.
SECTION 3. Regular Meetings
Following (but not necessarily on the same date as) the annual
meeting of the shareholders, the Board of Directors shall convene, for the
purpose of an organizational meeting, organizing the new Board and electing
Board officers, electing the officers of the Corporation and transacting such
other business as may properly come before the meeting.
All meetings of the Board of Directors shall be held at such
place, date and time as may be set forth in these bylaws or as shall be
determined from time to time by the Board of Directors; and the place, date and
time of such meeting shall be stated in the notice and call of the meeting,
provided, however, that in any event, the Board of Directors shall meet at least
quarterly, in the months of January, April, July and October, including the
annual meeting to be held in April.
SECTION 4. Special Meetings
Special meetings of the Board of Directors shall be held at
any time upon call of the Chief Executive Officer or on the written request of
three (3) Directors or the Secretary.
SECTION 5. Notice of Meetings
Regular meetings of the Board of Directors may be held without
notice at such places and times as shall be determined from time to time by
resolution of the directors.
Notice of special meetings of the Board of Directors shall be
given verbally or in writing by the Secretary by mailing a copy of such notice
to the known postal address of the
6
<PAGE> 7
director not less than two (2) days prior to the date of the meeting; and the
place, date and time of the meeting shall be stated in the notice.
Attendance of a director at a meeting shall constitute a
waiver of notice of such meeting, except where a director at the beginning of
the meeting objects to holding the meeting or to the transaction of any business
at the meeting and thereafter does not vote for or assent to action taken at the
meeting.
The foregoing paragraphs of this Section 5 shall also apply to
meetings of committees of the Board of Directors and their members, provided
that notice of special meetings shall be given by or upon the authority of the
chairman of such committee.
SECTION 6. Quorum
The presence of not less than a majority of the whole Board of
Directors, excluding any vacancies which may exist, shall be required at all
regular and special meetings to constitute a quorum.
SECTION 7. 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.
SECTION 8. Action Without a Meeting
Any action that may be taken by the Board of Directors at a
meeting may be taken without a meeting if a consent in writing, setting forth
the action so to be taken shall be signed by all the directors. Any action taken
by written consent shall be effective when the last director signs the consent,
unless the consent specifies a different effective date.
SECTION 9. Vacancies
Any vacancies occurring in the Board of Directors or any
directorship to be filled by reason of an increase of the number of directors
shall be filled by election at an annual meeting of shareholders or a special
meeting of the shareholders called for that purpose. A director elected to fill
a vacancy shall be elected for the unexpired term of his predecessor in office.
SECTION 10. Removal from Office
Directors may be removed from office only for cause (as
defined in the Restated Articles of Incorporation) at a special meeting of the
shareholders called expressly for that purpose. Such removal shall be in
accordance with the statutes of the State of Mississippi which set forth the
methods to be followed in said removal procedure.
7
<PAGE> 8
SECTION 11. Compensation
No stated salary shall be paid to directors for their
services, but each director shall receive compensation, as may be determined
from time to time by the Board of Directors for services on said Board for
attendance at regular and committee meetings of the Board. Each director may be
paid his expenses, if any, as determined from time to time by the Board of
Directors.
SECTION 12. 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 unless (a) he objects at the beginning
of the meeting to holding it or to the transaction of business at the meeting,
(b) his dissent shall be entered in the minutes of the meeting, or (c) he
delivers his written dissent to such action to the presiding officer 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.
SECTION 13. Appointment of Committees
The Board of Directors, by resolution adopted by a majority of
the full Board of Directors, may designate from among its members an executive
committee and one or more other committees, each of which, to the extent
provided in such resolution or in the Articles of Incorporation or the bylaws of
the Corporation, shall have and may exercise all the authority of the Board of
Directors, subject to such limitations as shall be prescribed by law.
ARTICLE IV. OFFICERS
SECTION 1. Number
The officers of the Corporation shall be a President, one or
more Vice Presidents, a Secretary and a Treasurer, each of whom shall be elected
by the Board of Directors. Such other officers (including Chairman of the Board)
as may be deemed necessary may be elected from time to time by the Board of
Directors. Any two (2) or more offices may be held by the same person, except
the offices of President and Secretary.
SECTION 2. Election and Term of Office
The officers of the Corporation to be elected by the Board of
Directors shall be elected annually by the Board of Directors at the first
meeting of the Board of Directors held after each annual meeting of the
shareholders. If the election of officers shall not be held at such meeting,
such election shall be held as soon thereafter as conveniently may be done. Each
8
<PAGE> 9
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 be removed
in the manner hereinafter provided.
SECTION 3. Removal
Any officer or agent may be removed by the Board of Directors,
whenever in its judgement the best interest of the Corporation will be served
thereby, but such removal 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.
SECTION 4. Vacancies
A vacancy in any office because of death, resignation,
removal, disqualification, or otherwise, may be filled by the Board of Directors
for the unexpired portion of the term.
SECTION 5. Chairman of the Board
The Chairman of the Board of Directors shall preside at all
meetings of the Board of Directors and at all meetings of the shareholders. The
Chairman may direct the President or a senior officer to preside at any meeting
of the Board or of the shareholders. The Chairman of the Board shall be an
exofficio member of all committees of the Board of Directors, except for any
committee which administers an employee benefit plan pursuant to the provisions
of Rule 16b-3 promulgated under the Exchange Act, where such officer is an
employer of the Corporation or any subsidiary of the Corporation, or where
membership of such committee is prohibited by or inconsistent with applicable
law, regulation or rules.
SECTION 6. Chief Executive Officer
The Chief Executive officer (who shall be the Chairman of the
Board if so designated by the Board of Directors or President) shall have
general supervision of the policies and operations of the Corporation subject to
the direction and control of the Board. The Chief Executive Officer shall direct
the management of the Corporation and shall perform such other duties as may be
assigned to him, from time to time, by the Board of Directors. He shall cause to
be kept accurate books of account of the business of the Corporation which shall
at all times be open to inspection of the directors. He shall render, or cause
to be rendered, to the shareholders annual reports in writing of the business
and condition of the Corporation, and similar reports to the Board of Directors
at the regular meetings. The Chief Executive Officer shall have full power to
sign, execute and deliver on behalf of the Corporation all papers necessary to
be signed, executed and delivered in carrying on the business of the Corporation
and such other papers as he may be directed to sign by the Board of Directors.
The Chief Executive Officer shall be an ex-officio member of all committees of
the Board of Directors, except for any committee which administers an employee
benefit plan pursuant to the provisions of Rule 16b-3 promulgated under the
Exchange Act, where such officer is an employer of the
9
<PAGE> 10
Corporation or any subsidiary of the Corporation, or where membership of such
committee is prohibited by or inconsistent with applicable law, regulation or
rules.
SECTION 7. President
The President shall participate in the general supervision of
the policies and operations of the Corporation subject to the direction and
control of the Chief Executive Officer. He shall prescribe the duties of the
other officers and employees and see to the proper performance thereof. The
President shall have full power to sign, execute, and deliver on behalf of the
Corporation all papers necessary to be signed, executed and delivered in
carrying on the business of the Corporation and such other papers as he may be
directed to sign by the Board of Directors. The President shall be a member of
those committees of the Board of which he is appointed by the Board of
Directors.
SECTION 8. Vice President
In the absence of the President or in event of his death,
inability or refusal to act, unless the Board of Directors has designated by
resolution another officer (by title or by name), the Vice President shall
perform the duties of the President, and when so acting, shall have all the
powers of and be subject to all the restrictions upon the President. The Vice
President shall perform such other duties as from time to time may be assigned
to him by the Chief Executive Officer or by the Board of Directors.
SECTION 9. Secretary
The Secretary shall: (a) keep the minutes of the proceedings
of the shareholders and of the Board of Directors in one or more books provided
for that purpose; (b) see that all notices are duly given in accordance with the
provisions of these By-laws or as required by law; (c) be custodian of the
corporate records and of the seal of the corporation and see that the seal of
the corporation is affixed to all documents the execution of which on behalf of
the corporation under its seal is duly authorized and required by law; (d) keep
a register of the postal address of each shareholder which shall be furnished to
the Secretary by such shareholder; (e) sign with the Chief Executive Officer
and/or the President, certificates for shares of the Corporation, the issuance
of which shall have been authorized by resolution of the Board of Directors; (f)
have general charge of the stock transfer books of the Corporation; and (g) in
general perform all duties incident to the office of Secretary and such other
duties as from time to time may be assigned to him by the Chief Executive
Officer or by the Board of Directors.
SECTION 10. Treasurer
The Treasurer shall: (a) have charge and custody of and be
responsible for all funds and securities of the Corporation; (b) receive and
given receipts for moneys due and payable to the Corporation from any source
whatsoever, and deposit all such moneys in the name of the Corporation in such
banks, trust companies or other depositaries as shall be selected
10
<PAGE> 11
in accordance with the provisions of Article VI of these By-laws; and (c) in
general perform all of the duties incident to the office of Treasurer and such
other duties as from time to time may be assigned to him by the Chief Executive
Officer or by the Board of Directors. If required by the Board of Directors, the
Treasurer shall give a bond for the faithful discharge of his duties in such sum
and with such surety or sureties as the Board of Directors shall determine.
SECTION 11. Salaries
The salaries of the Officers shall be fixed from time to time
by the Board of Directors.
ARTICLE V. INDEMNIFICATION
SECTION 1. Indemnification Other Than in Actions by or in the Rights of the
Corporation
Any person who was or is a party or is threatened to be made a
party to any threatened, pending, or completed action, suit, or proceeding,
whether civil, criminal, administrative, or investigative (other than an action
by or in the right of the Corporation) by reason of the fact that he is or was a
director, officer, employee, or agent of the Corporation or is or was serving at
the request of the Corporation as a director, officer, partner, trustee,
employee, or agent of another corporation, partnership, joint venture, trust,
employee benefit plan or other enterprise, shall be indemnified by the
Corporation against expenses (including attorneys' fees), judgments, fines, and
amounts paid in settlement actually and reasonably incurred by him in connection
with such action, suit or proceeding to the fullest extent provided in the
Restated Articles of Incorporation and by law. The termination of any action,
suit, or proceeding by judgment, order, settlement, conviction or upon a plea of
nolo contendere or its equivalent, shall not, of itself, create a presumption
that the person did not act in good faith and in a manner which he reasonably
believed, in the case of conduct in his official capacity, to be in the best
interests of the Corporation and in all other cases, that his conduct was not
opposed to the Corporation's best interests or, with respect to any criminal
proceeding, that he had reasonable cause to believe that his conduct was
unlawful.
SECTION 2. Indemnification in Actions by or in Right of the Corporation
Any person who was or is a party or is threatened to be made a
party to any threatened, pending, or completed action or suit by or in the right
of the Corporation to procure a judgment in its favor by reason of the fact that
he is or was a director, officer, employee, or agent of the Corporation, or is
or was serving at the request of the Corporation as a director, officer,
partner, trustee, employee, or agent of another corporation, partnership, joint
venture, trust, employee benefit plan or other enterprise, shall be indemnified
by the Corporation against expenses (including attorneys' fees) actually and
reasonably incurred by him in connection with the defense or settlement of such
action or suit except that no indemnification shall be made in respect of any
claim, issue, or matter as to which such person shall have been adjudged to have
11
<PAGE> 12
breached his duty to the Corporation to discharge his duties in good faith and
with the care which an ordinarily prudent person in a like position would
exercise under similar circumstances, and in a manner he reasonably believes to
be in the best interests of the Corporation, unless and only to the extent that
the court in which such action or suit has been brought shall determine upon
application that, despite the adjudication of liability but in view of all the
circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses which such court shall deem proper.
SECTION 3. Expenses
To the extent that a person specified in Section 2 of this
Article V has been successful on the merits or otherwise in defense of any
action, suit or proceeding referred to in Section 1 or 2 of this Article V
hereof, or in defense of any claim, issue, or matter therein, he shall be
indemnified against expenses (including attorneys' fees) actually and reasonably
incurred by him in connection therewith.
SECTION 4. Authorization of Indemnification
Any indemnification under Section 1 or 2 of this Article V
hereof (unless ordered by a court) shall be made by the Corporation only as
authorized in the specific case upon a determination that indemnification is
proper in the circumstances because the indemnitee has met the standard of
conduct set forth in the applicable section. Such determination shall be made
(a) by the Board of Directors by a majority vote of a quorum consisting of
directors who were not parties to such action, suit or proceeding, or (b) if
such a quorum is not obtainable, or, even if obtainable, if a quorum of
disinterested directors so directs, by independent legal counsel (who may be the
regular counsel of the Corporation) in a written opinion, or (c) by the holders
of a majority of each class of stock outstanding.
SECTION 5. Advancing of Expenses
Expenses incurred by a party to a proceeding may be paid by
the Corporation in advance of the final disposition of such action, suit, or
proceeding as authorized by the Board of Directors in the manner provided in
Section 4 of this Article V upon receipt of an undertaking by or on behalf of
the payee to repay such amount unless it shall ultimately be determined that he
is entitled to be indemnified by the Corporation as authorized herein.
SECTION 6. Indemnification hereunder Not Exclusive
The indemnification provided herein shall not be deemed
exclusive of any other rights to which a party seeking indemnification may be
entitled under any Bylaw, agreement, vote of shareholders or disinterested
directors, or otherwise, both as to action in his official capacity and as to
action in another capacity while holding such office, and shall continue as to a
person who has ceased to be a director, officer, employee, or agent, and shall
inure to the benefit of the heirs, executors, and administrators of such a
person.
12
<PAGE> 13
SECTION 7. Insurance
The Corporation may purchase and maintain insurance on behalf
of any person who is or was a director, officer, employee or agent of the
Corporation, or is or was serving at the request of the corporation as a
director, officer, partner, trustee, employee or agent of another corporation,
partnership, joint venture, trust, employee benefit plan or other enterprise,
against any liability asserted against him and incurred by him in any such
capacity, or arising out of his status as such, whether or not the Corporation
would have the power to indemnify him against such liability under the
provisions hereof.
SECTION 8. Mergers
For the purposes of Sections 1-7 of this Article V hereof,
references to the "Corporation" include all constituent corporations absorbed in
a consolidation or merger, as well as the resulting or surviving corporation, so
that any person who is or was a director, officer, employee, or agent of such
constituent corporation, or is or was serving at the request of such constituent
corporation as a director, officer, partner, trustee, employee, or agent of
another corporation, partnership, joint venture, trust, employee benefit plan or
other enterprise, shall stand in the same position under the provisions hereof
with respect to the resulting or surviving corporation in the same capacity.
ARTICLE VI. CONTRACT, LOANS, CHECKS AND DEPOSITS
SECTION 1. Contracts
Any officer with the rank of Vice President or higher or as
designated by the Board of Directors may enter into any contract or execute and
deliver any instrument in the name of and on behalf of the Corporation, and such
authority may be general or confined to specific instances.
SECTION 2. Loans
No loans shall be contracted on behalf of the Corporation and
no evidence of indebtedness shall be issued in its name unless authorized by a
resolution of the Board of Directors. Such authority may be general or confined
to specific instances.
SECTION 3. Checks, Drafts, etc.
All checks, drafts, or other orders for the payment of money,
notes or other evidence of indebtedness issued in the name of the Corporation,
shall be signed by the Chief Executive Officer, President, Treasurer of the
Corporation or an officer designated by the Board of Directors and in such
manner as shall from time to time be determined by resolution of the Board of
Directors.
13
<PAGE> 14
SECTION 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,
trust companies or other depositaries as the Board of Directors may select.
ARTICLE VII. CERTIFICATES FOR SHARES AND THEIR TRANSFER
SECTION 1. Certificates for Shares
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 Chief Executive Officer and/or President and by the
Secretary or by such other officers authorized by law and by the Board of
Directors so to do, and sealed with the corporate seal. 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 date of issue, shall be entered on the stock transfer
books of the Corporation. All certificates surrendered to the Corporation for
transfer shall be cancelled and no new certificate shall be issued until the
former certificate for a like number of shares shall have been surrendered and
cancelled, 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 proper officers designated by the Board of Directors may prescribe.
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 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 transfer agent of the Corporation, and on surrender
for cancellation of the certificate of 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 VIII. FISCAL YEAR
The fiscal year of the Corporation shall begin on the first
(1st) day of January and end on the thirty-first (31st) day of December in each
year.
14
<PAGE> 15
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 its Restated Articles of
Incorporation.
ARTICLE X. CORPORATE SEAL
The Board of Directors shall provide a corporate seal which
shall be circular in form and shall have inscribed thereon the name the
Corporation and the State of incorporation and the words, "Corporate Seal".
ARTICLE IX. WAIVER OF NOTICE
Unless otherwise provided by law, whenever any notice is
required to be given to any shareholder or director of the Corporation under the
provisions of these Bylaws or under the provisions of the Restated Articles of
Incorporation or under the provisions of the Mississippi Business Corporation
Act, 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
These Bylaws may be altered, amended or repealed and new
Bylaws may be adopted by the Board of Directors at any regular or special
meeting of the Board of Directors.
Amended by the Board of Directors as of June 23, 1993.
15
