UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A 12B
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
Aaron Rents, Inc.
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(Exact name of registrant as specified in its charter)
Georgia 58-0687630
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(State of incorporation or organization) (I.R.S. Employer
Identification No.)
309 E. Paces Ferry Road, N.E., Atlanta, Georgia 30305
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(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
Class A Common Stock, par value $0.50 New York Stock Exchange,
per share Inc. __________
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If this Form relates to the registration of a class of
securities pursuant to Section 12(b) of the Exchange Act and
is effective pursuant to General Instruction A.(c), check the
following box.
If this Form relates to the registration of a class of
securities pursuant to Section 12(g) of the Exchange Act and
is effective pursuant to General Instruction A.(d), check the
following box.
Securities Act Registration Statement file number to which
this Form relates (if applicable): N/A
Securities to be registered pursuant to Section 12(g) of the Act:
N/A
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(Title of Class)
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Item 1. Description of Registrant's Securities to be Registered.
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Incorporated herein by reference is the description
of the Class A common stock set forth under the
heading "Description of Capital Stock" contained in
the Registrant's Registration Statement on Form S-2
(Registration No. 33-76354) under the Securities Act
of 1933, as amended, filed on May 2, 1994, as
amended.
Item 2. Exhibits.
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II.3.1 Amended and Restated Articles of Incorporation of Registrant
(incorporated herein by reference to Exhibit 3 to the
Registrant's Quarterly Report on Form 10-Q for the quarter
ended March 31, 1996).
II.3.2 Amended and Restated Bylaws of Registrant.
II.4.1 Specimen of form of certificate representing shares of Class
A Common Stock of Registrant, par value $0.50 per share.
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.
March 9, 1998 AARON RENTS, INC.
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(Registrant)
By:______________________________
Gilbert L. Danielson
Chief Financial Officer
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AMENDED AND RESTATED BY-LAWS
OF
AARON RENTS, INC.
ARTICLE I
OFFICES
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Section 1. REGISTERED OFFICE. The registered office
shall be in the State of Georgia, County of Fulton.
Section 2. OTHER OFFICES. The corporation may also
have offices at such other places both within and without the State
of Georgia as the board of directors may from time to time determine
and the business of the corporation may require or make desirable.
ARTICLE II
SHAREHOLDERS MEETINGS
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Section 1. ANNUAL MEETINGS. The annual meeting of the
shareholders of the corporation shall be held at the principal
office of the corporation or at such other place in the United
States as may be determined by the board of directors, at 10:00 a.m.
on the last business day of the fifth month following the close of
each fiscal year or at such other time and date following the close
of the fiscal year as shall be determined by the board of directors,
for the purpose of electing directors and transacting such other
business as may properly be brought before the meeting.
Section 2. SPECIAL MEETINGS. (a) Special meetings of
shareholders of one or more classes or series of the corporation's
shares shall be called by the president or the secretary (i) when so
directed by the chairman or by a majority of the entire board of
directors; or (ii) upon the demand of holders of at least twenty
five percent (25%) of all votes entitled to be cast on each issue to
be considered at a proposed special meeting of the shareholders.
The business that may be transacted at any special meeting of
shareholders shall be limited to that proposed in the notice of the
special meeting given in accordance with Section 3 (including
related or incidental matters that may be necessary or appropriate
to effectuate the proposed business).
(b) Promptly after the date of receipt of written
shareholder demands (the "Demand Date") purporting to comply with
the provisions of the Georgia Business Corporation Code, as amended
from time to time (the "Code"), and these by-laws, the president or
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the secretary of the corporation shall determine the validity of the
demand. If the demand is valid, the president or the secretary of
the corporation shall call a special shareholders meeting by mailing
notice within 20 days of the Demand Date.
(c) The time, date and place of any special shareholders
meeting shall be determined by the board of directors and shall be
set forth in the notice of meeting.
Section 3. NOTICE OF MEETINGS. Written notice of
every meeting of shareholders, stating the place, date and hour of
the meeting, shall be given personally or by mail to each
shareholder of record not less than 10 nor more than 60 days before
the date of the meeting. Such notice may be given in any manner
permitted by, and shall be deemed to be effectively given at the
times as provided in, the Georgia Business Corporation Code. A
shareholder's attendance at a meeting waives objection to lack of
notice or defective notice of such meeting, unless the shareholder
at the beginning of the meeting objects to the holding of the
meeting or transacting business at the meeting, and waives objection
to consideration of a particular matter at the meeting that is not
within the purpose or purposes described in the meeting notice,
unless the shareholder objects to considering the matter when it is
presented. A shareholder may waive notice of a meeting before or
after the date and time stated in the notice, which waiver must be
in writing, signed by the shareholder entitled to such notice and be
delivered to the corporation for inclusion in the minutes or filing
with the corporate records.
Section 4. QUOROM. The holders of a majority of the
stock issued and outstanding and entitled to vote thereat, present
in person or represented by proxy, shall constitute a quorum for the
transaction of business at all meetings of the shareholders except
as otherwise provided by statute, by the articles of incorporation,
or by these by-laws. If a quorum is not present or represented at
any meeting of the shareholders, a majority of the shareholders
entitled to vote thereat, present in person or represented by proxy,
may adjourn the meeting from time to time, without notice other than
announcement at the meeting, until a quorum shall be present or
represented. 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 notified. If the
adjournment is for more than 30 days, or if after the adjournment a
new record date is fixed for the adjourned meeting, a notice of the
adjourned meeting shall be given to each shareholder of record
entitled to vote at the meeting.
Section 5. ORDER OF BUSINESS. At the annual meeting
of shareholders the order of business shall be as follows:
1. Calling meeting to order.
2. Proof of notice of meeting.
3. Reading of minutes of last previous annual meeting.
4. Reports of officers.
5. Reports of committees.
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6. Election of directors.
7. Miscellaneous business.
Section 6. VOTING. When a quorum is present at any
meeting, the vote of the holders of a majority of the stock having
voting power, present in person or represented by proxy, shall
decide any question brought before such meeting, unless the question
is one upon which by express provision of law or of the articles of
incorporation, a different vote is required, in which case such
express provision shall govern and control the decision of the
question. Each shareholder shall at every meeting of the
shareholders be entitled to one vote, in person or by proxy, for
each share of the capital stock having voting power registered in
his name on the books of the corporation, but no proxy shall be
voted or acted upon after 11 months from its date, unless otherwise
provided in the proxy.
Section 7. SHAREHOLDER PROPOSALS. (a) No shareholder
proposal or resolution (each a "Shareholder Proposal"), whether
purporting to be binding or non-binding on the corporation or its
board of directors, shall be considered at any annual or special
meeting of the shareholders unless:
(i) If such Shareholder Proposal relates solely to
the nomination and election of directors, it
satisfies the requirements of Article III, Section 3;
or
(ii) With respect to any Shareholder Proposal to be
considered at a special shareholders meeting called
pursuant to Article II, Section 2, subsection (a)(i),
the shareholder(s) proposing to make such Shareholder
Proposal provided the information set forth in
subsection (b) of this Section 7 to the board of
directors within 14 days after the date of the notice
calling such special shareholders meeting (or if less
than 21 days notice of the meeting is given to
shareholders, such information was delivered to the
president not later than the close of the seventh day
following the date on which the notice of the
shareholders' meeting was mailed); or
(iii) With respect to any Shareholder Proposal to be
considered at a special shareholders meeting called
pursuant to Article II, Section 2, subsection
(a)(ii), the shareholder(s) proposing to make such
Shareholder Proposal provided the information set
forth in subsection (b) of this Section 7 to the
board of directors concurrently with the filing of
the initial demand by shareholders relating to such
special shareholders meeting; or
(iv) With respect to any Shareholder Proposal to be
considered at any regular meeting of shareholders,
other than as described in clause (i) hereof, the
shareholder(s) proposing to make such Shareholder
Proposal provided the information set forth in
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subsection (b) of this Section 7 to the board of
directors between 90 to 120 days prior to the regular
meeting at which they wish the Shareholder Proposal
to be considered.
For the purposes of determining whether information was provided at
the times or within the specified periods, the date of the
applicable meeting shall be as set forth in the notice of meeting
given by the corporation, and such times and periods will be
determined without regard to any postponements, deferrals or
adjournments of such meeting to a later date.
(b) The following information must be provided to the
board of directors, within or at the times specified in subsection
(a) above, in order for the Shareholder Proposal to be considered at
the applicable shareholders meeting:
(i) The Shareholder Proposal, as it will be
proposed, in full text and in writing;
(ii) The purpose(s) for which the Shareholder
Proposal is desired and the specific meeting at which
such proposal is proposed to be considered;
(iii) The name(s), address(es), and number of shares
held of record by the shareholder(s) making such
Shareholder Proposal (or owned beneficially and
represented by a nominee certificate on file with the
corporation);
(iv) The number of shares that have been solicited
with regard to the Shareholder Proposal and the
number of shares the holders of which have agreed (in
writing or otherwise) to vote in any specific fashion
on said Shareholder Proposal; and
(v) A written statement by said shareholder(s) that
they intend to continue ownership of such voting
shares through the date of the meeting at which said
Shareholder Proposal is proposed to be considered.
(c) Failure to fully comply with the provisions of this
Section 7 shall bar discussion of and voting on the Shareholder
Proposal at the applicable regular or special shareholders meeting.
Any Shareholder Proposal that does not comply with the requirements
of this Section 7 shall be disregarded by the chairman of the
meeting, and any votes cast in support of the Shareholder Proposal,
unless the Shareholder Proposal has been validly submitted by
another shareholder, shall be disregarded by the chairman of such
meeting.
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(d) The provisions of this Section 7 shall be read in
accordance with and so as not to conflict with the rules and
regulations promulgated by the Securities and Exchange Commission
and any stock exchange or quotation system upon which the
corporation's shares are traded. Nothing in these By-laws shall be
deemed to require the consideration at any meeting of shareholders
of any Shareholder Proposal that, pursuant to law, the corporation
may refuse to permit consideration thereof.
Section 8. CONSENT OF SHAREHOLDERS. Any action
required or permitted to be taken at any meeting of the shareholders
may be taken without a meeting if all of the shareholders consent
thereto in writing, setting forth the action so taken. Such consent
shall have the same force and effect as a unanimous vote of shareholders.
Section 9. LIST OF SHAREHOLDERS; INSPECTION OF RECORDS.
(a) The corporation shall keep at its registered office or
principal place of business, or at the office of its transfer agent
or registrar, a record of its shareholders, giving their names and
addresses and the number, class and series, if any, of the shares
held by each. The officer who has charge of the stock transfer
books of the corporation shall prepare and make, before every
meeting of shareholders or any adjournment thereof, a complete list
of the shareholders entitled to vote at the meeting or any
adjournment thereof, arranged in alphabetical order, with the
address of and the number and class and series, if any, of shares
held by each. The list shall 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 for the purposes
thereof. The said list may be the corporation's regular record of
shareholders if it is arranged in alphabetical order or contains an
alphabetical index.
(b) Shareholders are entitled to inspect the corporate records
as and to the extent provided by the Code; provided, however, that
only shareholders owning more than two percent (2%) of the
outstanding shares of any class of the corporation's stock shall be
entitled to inspect (1) the minutes from any board, board committee
or shareholders meeting (including any records of action taken
thereby without a meeting); (2) the accounting records of the
corporation; or (3) any record of the shareholders of the
corporation.
ARTICLE III
DIRECTORS
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Section 1. POWERS. Except as otherwise provided by
any legal agreement among shareholders, the property, affairs and
business of the corporation shall be managed and directed by its
board of directors, which may exercise all powers of the corporation
and do all lawful acts and things which are not by law, by any legal
agreement among shareholders, by the articles of incorporation or by
these by-laws directed or required to be exercised or done by the
shareholders.
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Section 2. NUMBER, ELECTION AND TERM. The number of
directors which shall constitute the whole board shall be eleven.
Provided, however, the number of directors may be increased or
decreased from time to time by the board of directors by amendment
of this by-law, but no decrease shall have the effect of shortening
the term of an incumbent director. The directors shall be elected
by plurality vote at the annual meeting of shareholders, except as
hereinafter provided, and each director elected shall hold office
until his successor is elected and qualified or until his earlier
resignation, removal from office or death. Directors shall be
natural person who have attained the age of 18 years, but need not
be residents of the State of Georgia or shareholders of the
corporation.
Section 3. NOMINATIONS. (a) If any shareholder
intends to nominate or cause to be nominated any candidate for
election to the board of directors (other than any candidate to be
sponsored by and proposed at the instance of the management), such
shareholder shall notify the president by first class registered
mail sent not less than 14 nor more than 50 days before the
scheduled meeting of the shareholders at which directors will be
elected. However, if less than 21 days notice of the meeting is
given to shareholders, such nomination shall be delivered or mailed
to the president not later than the close of the seventh day
following the date on which the notice of the shareholders' meeting
was mailed. Such notification shall contain the following
information with respect to each nominee, to the extent known to the
shareholder giving such notification:
(1) Name, address and principal present occupation;
(2) To the knowledge of the shareholder who proposed to
make such nomination, the total number of shares that
may be voted for such proposed nominee;
(3) The names and address of the shareholders who propose
to make such nomination, and the number of shares of
the corporation owned by each of such shareholders;
and
(4) The following additional information with respect to
each nominee: age, past employment, education,
beneficial ownership of shares in the corporation,
past and present financial standing, criminal history
(including any convictions, indictments or
settlements thereof), involvement in any past or
pending litigation or administrative proceedings
(including threatened involvement), relationship to
and agreements (whether or not in writing) with the
shareholder(s) (and their relatives, subsidiaries and
affiliates) intending to make such nomination, past
and present relationships or dealings with the
corporation or any of its subsidiaries, affiliates,
directors, officers or agents, plans or ideas for
managing the affairs of the corporation (including,
without limitation, any termination of employees, any
sales of corporate assets, any proposed merger,
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business combination or recapitalization involving
the corporation, and any proposed dissolution or
liquidation of the corporation), and all additional
information relating to such person that would be
required to be disclosed, or otherwise required,
pursuant to Sections 13 or 14 of the Securities
Exchange Act of 1934, as amended, and the rules and
regulations promulgated thereunder (the "Exchange
Act"), in connection with any acquisition of shares
by such nominee or in connection with the
solicitation of proxies by such nominee for his
election as a director, regardless of the
applicability of such provisions of the Exchange Act.
(b) Any nominations not in accordance with the provisions
of this Section 3 may be disregarded by the chairman of the meeting,
and upon instruction by the chairman, votes cast for each such
nominee shall be disregarded. In the event, however, that a person
should be nominated by more than one shareholder, and if one such
nomination complies with the provisions of this Section 3, such
nomination shall be honored, and all shares voted for such nominee
shall be counted.
Section 4. VACANCIES. Vacancies, including vacancies
resulting from any increase in the number of directors, but not
including vacancies resulting from removal from office by the
shareholders, may be filled by a majority of the directors then in
office, though less than a quorum, or by a sole remaining director,
and a director so chosen shall hold office until the next annual
election and until his successor is duly elected and qualified
unless sooner displaced. If there are no directors in office, then
vacancies shall be filled through election by the shareholders.
Section 5. MEETINGS AND NOTICE. The board of
directors of the corporation may hold meetings, both regular and
special, either within or without the State of Georgia. Regular
meetings of the board of directors may be held without notice at
such time and place as shall from time to time be determined by
resolution of the board. Special meetings of the board may be
called by the chairman of the board or president or by any two
directors on one day's oral, telegraphic or written notice duly
given or served on each director personally, or three days' notice
deposited, first class postage prepaid, in the United States mail.
Such notice shall state a reasonable time, date and place of
meeting, but the purpose need not be stated therein. A director may
waive any notice required by the Code, the articles of
incorporation, or these by-laws before or after the date and time of
the matter to which the notice relates, by a written waiver signed
by the director and delivered to the corporation for inclusion in
the minutes or filing with the corporate records. Attendance of a
director at a meeting shall constitute a waiver of notice of such
meeting and waiver of all objections to the place and time of the
meeting, or the manner in which it has been called or convened
except when the director states, at the beginning of the meeting,
any such objection or objections to the transaction of business.
Section 6. QUORUM. At all meetings of the board a
majority of directors shall constitute a quorum for the transaction
of business, and the act of a majority of the directors present at
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any meeting at which there is a quorum shall be the act of the
board, except as may be otherwise specifically provided by law, by
the articles of incorporation, or by these by-laws. If a quorum
shall not be present at any meeting of the board, the directors
present thereat may adjourn the meeting from time to time, without
notice other than announcement at the meeting, until a quorum shall
be present.
Section 7. CONFERENCE TELEPHONE MEETING. Unless the
articles of incorporation or these by-laws otherwise provide,
members of the board of directors, or any committee designated by
such board, may participate in a meeting of such board or committee
by means of conference telephone or similar communications equipment
whereby all persons participating in the meeting can hear each
other. Participation in such a meeting shall constitute presence in
person.
Section 8. CONSENT OF DIRECTORS. Unless otherwise
restricted by the articles of incorporation or these by-laws, any
action required or permitted to be taken at any meeting of the board
of directors or of any committee thereof may be taken without a
meeting, if all members of the board or committee, as the case may
be, consent thereto in writing, setting forth the action so taken,
and the writing or writings are delivered to the corporation for
inclusion in the minutes or filing with the corporate records. Such
consent shall have the same force and effect as a unanimous vote of
the board.
Section 9. COMMITTEES. The board of directors may, by
resolution passed by a majority of the whole board, designate from
among its members one or more committees, each committee to consist
of two or more directors. The board may designate one or more
directors as alternate members of any committee, who may replace any
absent member at any meeting of such committee. Any such committee,
to the extent provided in the resolution, shall have and may
exercise all of the authority of the board of directors in the
management of the business and affairs of the corporation except
that it shall have no authority with respect to (1) amending the
articles of incorporation or these by-laws; (2) adopting a plan of
merger or consolidation; (3) the sale, lease, exchange or other
disposition of all or substantially all of the property and assets
of the corporation; (4) a voluntary dissolution of the corporation
or a revocation thereof; and (5) any other action limited by law.
Such committee or committees shall have such name or names as may be
determined from time to time by resolution adopted by the board of
directors. A majority of each committee may determine its action
and may fix the time and place of its meetings, unless otherwise
provided by the board of directors. Each committee shall keep
regular minutes of its meetings and report the same to the board of
directors when required.
Section 10. REMOVAL OF DIRECTORS. At any shareholders
meeting with respect to which notice of such purpose has been given,
any director may be removed from office, with or without cause, by
the vote of shareholders representing a majority of the issued and
outstanding capital stock entitled to vote for the election of
directors, and his successor may be elected at the same or any
subsequent meeting of shareholders; provided that to the extent any
vacancy created by such removal is not filled by such an election
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within 60 days after such removal, the remaining directors shall, by
majority vote, be entitled to fill any such vacancy.
Section 11. COMPENSATION OF DIRECTORS. Directors shall
be entitled to such reasonable compensation for their services as
directors or members of any committee of the board as shall be fixed
from time to time by resolution adopted by the board, and shall also
be entitled to reimbursement for any reasonable expenses incurred in
attending any meeting of the board or any such committee.
ARTICLE IV
OFFICERS
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Section 1. NUMBER. The officers of the corporation
shall be chosen by the board of directors and shall be a president,
a secretary and a treasurer. The board of directors may also choose
a chairman of the board, one or more vice-presidents, assistant
secretaries and assistant treasurers. Any number of officers,
except the offices of president and secretary may be held by the
same person. The board of directors may appoint such other officers
and agents as it shall deem necessary who shall hold their offices
for such terms and shall exercise such powers and perform such
duties as shall be determined from time to time by the board.
Section 2. COMPENSATION. The salaries of all officers
and agents of the corporation shall be fixed by the board of
directors or a committee or officer appointed by the board.
Section 3. TERM OF OFFICE. Unless otherwise provided
by resolution of the board of directors, the principal officers
shall be chosen annually by the board at the first meeting of the
board following the annual meeting of shareholders of the
corporation, or as soon thereafter as is conveniently possible.
Subordinate officers may be elected from time to time. Each officer
shall serve until his successor shall have been chosen and
qualified, or until his death, resignation or removal.
Section 4. REMOVAL. Any officer may be removed from
office at any time, with or without cause, by the board of directors
whenever in its judgment the best interest of the corporation will
be served thereby.
Section 5. VACANCIES. Any vacancy in an office
resulting from any cause may be filled by the board of directors.
Section 6. POWERS AND DUTIES. Except as hereinafter
provided, the officers of the corporation shall each have such
powers and duties as generally pertain to their respective officers,
as well as such powers and duties as from time to time may be
conferred by the board of directors.
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(a) CHAIRMAN OF THE BOARD. The chairman of the board
shall preside at all meetings of the shareholders and the board of
directors. Except where by law the signature of the president is
required, the chairman shall possess the same power as the president
to sign all certificates representing shares of the corporation and
all bonds, mortgages and other contracts requiring a seal, under the
seal of the corporation.
(b) CHIEF EXECUTIVE OFFICER. The chief executive officer
shall be the chief executive officer of the corporation and shall in
the absence of the chairman of the board preside at all meetings of
the shareholders and the board of directors, and shall perform such
other duties and have such other powers as the board of directors
may from time to time prescribe. Except where by law the signature
of the president is required, the chief executive officer shall
possess the same power as the president to sign all certificates
representing shares of the corporation and all bonds, mortgages and
other contracts requiring a seal, under the seal of the corporation.
(c) PRESIDENT. The president shall in the absence of the
chairman of the board and the chief executive officer preside at all
meetings of the shareholders and the board of directors. The
president shall have general and active management of the business
of the corporation and shall see that all orders and resolutions of
the board of directors are carried into effect. He shall execute
bonds, mortgages and other contracts requiring a seal, under the
seal of the corporation, except where required or permitted by law
to be otherwise signed and executed and except where the signing and
execution thereof shall be expressly delegated by the board of
directors to some other officer or agent of the corporation.
(d) CHIEF OPERATING OFFICER. The chief operating officer
shall be the chief operations officer of the corporation. He shall
superintend all operations of the corporation and in the absence of
the chairman of the board, the chief executive officer and the
president shall preside at all meetings of the shareholders and the
board of directors, and shall perform such other duties and have
such other powers as the board of directors may from time to time
prescribe.
(e) VICE PRESIDENT. In the absence of the president or
in the event of his inability or refusal to act, the vice-president
(or in the event there be more than one vice-president, the vice-
president in the order designated, or in the absence of any
designation, then in the order of their election) 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-presidents shall perform such other duties and have such
other powers as the board of directors may from time to time
prescribe.
(f) SECRETARY. The secretary shall attend all meetings
of the board of directors and all meetings of the shareholders and
record all the proceedings of the meetings of the corporation and of
the board of directors in a book to be kept for that purpose and
shall perform like duties for the standing committees when required.
He shall give, or cause to be given, notice of all meetings of the
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shareholders and special meetings of the board of directors, and
shall perform such other duties as may be prescribed by the board of
directors or president, under whose supervision he shall be. He
shall have custody of the corporate seal of the corporation and he,
or an assistant secretary, shall have authority to affix the same to
the instrument requiring it and when so affixed, it may be attested
by his signature or by the signature of such assistant secretary.
The board of directors may give general authority to any other
officer to affix the seal of the corporation and to attest the
affixing by his signature.
(g) ASSISTANT SECRETARY. The assistant secretary or if
there be more than one, the assistant secretaries in the order
determined by the board of directors (or if there be no such
determination, then in the order of their election), shall, in the
absence of the secretary or in the event of his inability or refusal
to act, perform the duties and exercise the powers of the secretary
and shall perform such other duties and have such other powers as
the board of directors may from time to time prescribe.
(h) TREASURER. The treasurer shall have the custody of
the corporate funds and securities and shall keep full and accurate
accounts of receipts and disbursements in books belonging to the
corporation and shall deposit all moneys and other valuable effects
in the name and to the credit of the corporation in such
depositories as may be designated by the board of directors. He
shall disburse the funds of the corporation as may be ordered by the
board of directors, taking proper vouchers for such disbursements,
and shall render to the president and the board of directors, at its
regular meetings, or when the board of directors so requires, an
account of all his transactions as treasurer and of the financial
condition of the corporation. If required by the board of
directors, he shall give the corporation a bond (which shall be
renewed every six years) in such sum and with such surety or
sureties as shall be satisfactory to the board of directors for the
faithful performance of the duties of his office and for the
restoration to the corporation, in case of his death, resignation,
retirement or removal from office, of all books, papers, vouchers,
money and other property of whatever kind in his possession or under
this control belonging to the corporation.
(i) ASSISTANT TREASURER. The assistant treasurer, or if
there shall be more than one, the assistant treasurers in the order
determined by the board of directors (or if there be no such
determination, then in the order of their election) shall, in the
absence of the treasurer or in the event of his inability or refusal
to act, perform the duties and exercise the powers of the treasurer
and shall perform such other duties and have such other powers as
the board of directors may from time to time prescribe.
Section 7. VOTING SECURITIES OF CORPORATION. Unless
otherwise directed by the board of directors, the chairman of the
board, and in his absence, the president shall have full power and
authority on behalf of the corporation to attend and to act and vote
at any meetings of security holders of corporations in which the
corporation may hold securities, and at such meetings shall possess
and may exercise any and all rights and powers incident to the
ownership of such securities which the corporation might have
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possessed and exercised if it had been present. The board of
directors by resolution from time to time may confer like powers
upon any other person or persons.
ARTICLE V
CERTIFICATE
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Section 1. FORM OF CERTIFICATE. Every holder of
fully-paid stock in the corporation shall be entitled to have a
certificate in such form as the board of directors may from time to
time prescribe.
Section 2. LOST CERTIFICATES. The board of directors
may direct that a new certificate be issued in place of any
certificate theretofore issued by the corporation and alleged to
have been lost, stolen or destroyed, upon the making of an affidavit
of that fact by the person claiming the certificate of stock to be
lost, stolen or destroyed. When authorizing such issue of a new
certificate, the board of directors may, in its discretion and as a
condition precedent to the issuance thereof, require the owner of
such lost, stolen or destroyed certificate, or his legal
representative, to advertise the same in such manner as it shall
require and/or to give the corporation a bond in such sum as it may
direct as indemnity against any claim that may be made against the
corporation with respect to the certificate alleged to have been
lost, stolen or destroyed.
Section 3. TRANSFERS.
(a) Transfers of shares of the capital stock of the
corporation shall be made only on the books of the corporation by
the registered holder thereof, or by his duly authorized attorney,
or with a transfer clerk or transfer agent appointed as provided in
Section 5 of this Article, and on surrender of the certificate or
certificates for such shares properly endorsed and the payment of
all taxes thereon.
(b) The corporation shall be entitled to recognize the
exclusive right of a person registered on its books as the owner of
shares to receive dividends, and to vote as such owner, and for all
other purposes, and shall not be bound to recognize any equitable or
other claim to or interest in such share or shares on the part of
any other person, whether or not it shall have express or other
notice thereof, except as otherwise provided by law.
(c) Shares of capital stock may be transferred by
delivery of the certificates therefor, accompanied either by an
assignment in writing on the back of the certificates or by separate
written power of attorney to sell, assign and transfer the same,
signed by the record holder, thereof, or by his duly authorized
attorney-in-fact, but no transfer shall affect the right of the
corporation to pay any dividend upon the stock to the holder of
record as the holder in fact thereof for all purposes, and no
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transfer shall be valid, except between the parties thereto, until
such transfer shall have been made upon the books of the corporation
as herein provided.
(d) The board may, from time to time, make such
additional rules and regulations as it may deem expedient, not
inconsistent with these by-laws or the articles of incorporation,
concerning the issue, transfer and registration of certificates for
shares of the capital stock of the corporation.
Section 4. RECORD DATE. In order that the corporation
may determine the shareholders entitled to notice of or to vote at
any meeting of shareholders or any adjournment thereof, or to
express consent to corporate action in writing without a meeting, or
entitled to receive payment of any dividend or other distribution or
allotment of any rights, or entitled to exercise any rights in
respect of any change, conversion or exchange of stock or for the
purpose of any other lawful action, the board of directors may fix,
in advance, a record date, which shall not be 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 stockholders is to be taken. If no record date is fixed for the
determination of shareholders entitled to notice of and to vote at
any meeting of shareholders, the record date shall be at the close
of business on the day next preceding the day on which the notice is
given, or, if notice is waived, at the chose of business on the day
next preceding the day on which the meeting is held. If no record
date is fixed for other purposes, the record date shall be at the
close of business on the day next preceding the day on which the
board of directors adopts the resolution relating thereto. A
determination of shareholders of record entitled to notice of or to
vote at a meeting of shareholders shall apply to any adjournment of
the meeting unless the board of directors shall fix a new record
date for the adjourned meeting.
Section 5. TRANSFER AGENT AND REGISTRAR. The board of
directors may appoint one or more transfer agents or one or more
transfer clerks and one or more registrars, and may require all
certificates of stock to bear the signature or signatures of any of
them.
ARTICLE VI
GENERAL PROVISIONS
------------------
Section 1. DISTRIBUTIONS. Distributions upon the
capital stock of the corporation, subject to the provisions of the
articles of incorporation, if any, may be declared by the board of
directors at any regular or special meetings, pursuant to law.
Distributions may be paid in cash, in property, or in shares of the
corporation's capital stock, subject to the provisions of the
articles of incorporation. Before payment of any distribution,
there may be set aside out of any funds of the corporation available
for distributions such sum or sums as the directors from time to
time, in their absolute discretion, think proper as a reserve or
reserves to meet contingencies, or for equalizing distributions, or
for repairing or maintaining any property of the corporation, or for
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such other purpose as the directors shall think conducive to the
interest of the corporation, and the directors may modify or abolish
any such reserve in the manner in which it was created.
Section 2. FISCAL YEAR. The fiscal year of the
corporation shall be fixed by resolution of the board of directors.
Section 3. SEAL. The corporate seal shall have
inscribed thereon the name of the corporation, the year of its
organization and the words "Corporate Seal" and "Georgia". The seal
may be used by causing it or a facsimile thereof to be impressed or
affixed or reproduced or otherwise. In the event it is inconvenient
to use such a seal at any time, the signature of the corporation
followed by the word "Seal" enclosed in parentheses shall be deemed
the seal of the corporation.
Section 4. SAVINGS CLAUSE. To the extent these by-
laws conflict with any provision of any state or federal law as such
laws may be amended from time to time, these by-laws shall be
construed so as not to conflict with said law, and any discretionary
actions made hereunder shall be made in accordance with applicable
law.
ARTICLE VII
INDEMNIFICATION OF DIRECTORS AND OFFICERS
-----------------------------------------
Section 1. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The corporation shall indemnify and hold harmless any person (an
"Indemnified Person") who is or was 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 or suit by or in the right of
the corporation) by reason of the fact that he is or was a director
or officer of the corporation, against expenses (including, but not
limited to, attorneys' fees and disbursements, court costs and
expert witness fees), and against any judgments, fines, and amounts
paid in settlement actually and reasonably incurred by him in
connection with such action, suit or proceeding, if he acted in good
faith and in a manner he reasonably believed to be in or not opposed
to the best interests of the corporation, and with respect to any
criminal action or proceeding, had no reasonable cause to believe
his conduct was unlawful; provided, in any case, that no
indemnification shall be made in respect of expenses, judgments,
fines and amounts paid in settlement attributable to circumstances
as to which, under applicable provisions of the Code as in effect
from time to time, such indemnification may not be authorized by
action of the board of directors, the shareholders or otherwise.
Section 2. INDEMNIFICATION OF DIRECTORS AND OFFICERS
FOR DERIVATIVE ACTIONS. The corporation shall indemnify and hold
harmless any Indemnified Person who is or was 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, by or in the right of the
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corporation, by reason of the fact that he is or was a director or
officer of the corporation, against expenses (including, but not
limited to, attorneys' fees and disbursements, court costs and
expert witness fees) actually and reasonably incurred by him in
connection with such action, suit or proceeding, if he acted in good
faith and in a manner he reasonably believed to be in or not opposed
to the best interests of the corporation. No indemnification shall
be made pursuant to this Section 2 for any claim, issue or matter as
to which an Indemnified Person shall have been adjudged by a court
of competent jurisdiction, after exhaustion of all appeals
therefrom, to be liable to the corporation, or for amounts paid in
settlement to the corporation, unless and only to the extent that
the court in which such action or suit was brought or other court of
competent jurisdiction shall determine upon application that such
person is fairly and reasonably entitled to indemnity for such
expenses which the court shall deem proper.
Section 3. INDEMNIFICATION OF EMPLOYEES AND AGENTS.
The board of directors shall have the power to cause the corporation
to provide to any person who is or was an employee or agent of the
corporation all or any part of the right to indemnification and
other rights of the type provided under Sections 1, 2, 6 and 12 of
this Article VII (subject to the conditions, limitations,
obligations and other provisions specified herein), upon a
resolution to that effect identifying such employee or agent (by
position or name) and specifying the particular rights provided,
which may be different for each employee or agent identified. Each
employee or agent of the corporation so identified shall be an
"Indemnified Person" for purposes of the provisions of this Article
VII.
Section 4. SUBSIDIARIES AND OTHER ORGANIZATIONS. The
board of directors shall have the power to cause the corporation to
provide to any person who is or was a director, officer, employee or
agent of the corporation who also is or was a director, officer,
trustee, partner, employee or agent of a Subsidiary (as defined
below), or is or was serving at the corporation's request in such a
position with any other organization, all or any part of the right
to indemnification and other rights of the type provided under
Sections 1, 2, 6 and 12 of this Article VII (subject to the
conditions, limitations, obligations and other provisions specified
herein), with respect to service by such person in such position
with a Subsidiary or other organization, upon a resolution
identifying such person, the Subsidiary or other organization
involved (by name or other classification), and the particular
rights provided, which may be different for each person so
identified. Each person so identified shall be an "Indemnified
Person" for purposes of the provisions of this Article VII. As used
in this Article VII, "Subsidiary" shall mean (i) another
corporation, joint venture, trust, partnership or unincorporated
business association more than 20% of the voting capital stock or
other voting equity interest of which was, at or after the time of
the circumstances giving rise to such action, suit or proceeding,
owned, directly or indirectly, by the corporation; or (ii) a
nonprofit corporation that receives its principal financial support
from the corporation or its Subsidiaries.
Section 5. DETERMINATION. Notwithstanding any
judgment, order, settlement, conviction or plea in any action, suit
or proceeding of the kind referred to in Sections 1 and 2 of this
Article VII, an Indemnified Person shall be entitled to
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indemnification as provided in such Sections 1 and 2 if a
determination that such Indemnified Person is entitled to such
indemnification shall be made (i) by the board of directors by a
majority vote of a quorum consisting of directors who are not at the
time parties to the proceeding; or (ii) if a quorum cannot be
obtained under (i) above, by majority vote of a committee duly
designated by the board of directors (in which designation
interested directors may participate), consisting solely of two or
more directors who are not at the time parties to the proceeding; or
(iii) in a written opinion by special legal counsel selected as
required by Section 14-2-855(b)(3) of the Code or any successor
provision. To the extent that an Indemnified Person has been
successful on the merits or otherwise in defense of any action, suit
or proceeding of the kind referred to in Sections 1 and 2 of this
Article VII, 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 6. Advances. Expenses (including, but not
limited to, attorneys' fees and disbursements, court costs, and
expert witness fees) incurred by an Indemnified Person in defending
any action, suit or proceeding of the kind described in Sections 1
and 2 hereof (or in Section 4 hereof if applicable to such
Indemnified Person) shall be paid by the corporation in advance of
the final disposition of such action, suit or proceeding as set
forth herein. The corporation shall promptly pay the amount of such
expenses to the Indemnified Person, but in no event later than ten
days following the Indemnified Person's delivery to the corporation
of a written request for an advance pursuant to this Section 6,
together with a reasonable accounting of such expenses; provided,
however, that the Indemnified Person shall furnish the corporation a
written affirmation of his good faith belief that he has met the
standard of conduct set forth in the Code and a written undertaking
and agreement, executed personally or on his behalf, to repay to the
corporation any advances made pursuant to this Section 6 if it shall
be ultimately determined that the Indemnified Person is not entitled
to be indemnified by the corporation for such amounts. The
corporation shall make the advances contemplated by this Section 6
regardless of the Indemnified Person's financial ability to make
repayment. Any advances and undertakings to repay pursuant to this
Section 6 shall be unsecured and interest-free.
Section 7. NON-EXCLUSIVITY. Subject to any
applicable limitation imposed by the Code or the Articles of
Incorporation, the indemnification and advancement of expenses
provided by or granted pursuant to this Article VII shall not be
exclusive of any other rights to which a person seeking
indemnification or advancement of expenses may be entitled under any
by-law, resolution or agreement specifically or in general terms
approved or ratified by the affirmative vote of holders of a
majority of the shares entitled to be cast thereon.
Section 8. INSURANCE. The corporation shall 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, while a director, officer, employee, or agent of the
corporation, is or was serving as a director, officer, trustee,
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general partner, employee or agent of a Subsidiary or, at the
request of the corporation, of any other organization, 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 of this Article VII.
Section 9. NOTICE. If any expenses or other amounts
are paid by way of indemnification, otherwise than by court order or
action by the shareholders or by an insurance carrier pursuant to
insurance maintained by the corporation, the corporation shall, not
later than the next annual meeting of shareholders, unless such
meeting is held within three months from the date of such payment,
and in any event within 15 months from the date of such payment,
send by first class mail to its shareholders of record at the time
entitled to vote for the election of directors a statement
specifying the persons paid, the amount paid and the nature and
status at the time of such payment of the litigation or threatened
litigation.
Section 10. SECURITY. The corporation may designate
certain of its assets as collateral, provide self-insurance or
otherwise secure its obligations under this Article VII, or under
any indemnification agreement or plan of indemnification adopted and
entered into in accordance with the provisions of this Article VII,
as the board of directors deems appropriate.
Section 11. AMENDMENT. Any amendment to this Article
VII that limits or otherwise adversely affects the right of
indemnification, advancement of expenses, or other rights of any
Indemnified Person hereunder shall, as to such Indemnified Person,
apply only to claims, actions, suits or proceedings based on
actions, events or omissions (collectively, "Post Amendment Events")
occurring after such amendment and after delivery of notice of such
amendment to the Indemnified Person so affected. Any Indemnified
Person shall, as to any claim, action, suit or proceeding based on
actions, events or omissions occurring prior to the date of receipt
of such notice, be entitled to the right of indemnification,
advancement of expenses and other rights under this Article VII to
the same extent as if such provisions had continued as part of the
by-laws of the corporation without such amendment. This Section 11
cannot be altered, amended or repealed in a manner effective as to
any Indemnified Person (except as to Post Amendment Events) without
the prior written consent of such Indemnified Person.
Section 12. AGREEMENTS. In addition to the rights
provided in this Article VII, the corporation shall have the power,
upon authorization by the board of directors, to enter into an
agreement or agreements providing to any person who is or was a
director, officer, employee or agent of the corporation
indemnification rights substantially similar to, or greater than,
those provided in this Article VII.
Section 13. CONTINUING BENEFITS. The indemnification
and advancement of expenses provided by or granted pursuant to this
Article VII shall, unless otherwise provided when authorized or
ratified, continue as to a person who has ceased to be a director,
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officer, employee or agent and shall inure to the benefit of the
heirs, executors and administrators of such a person.
Section 14. SUCCESSORS. For purposes of this Article
VII, the terms "the corporation" or "this corporation" shall include
any corporation, joint venture, trust, partnership or unincorporated
business association that is the successor to all or substantially
all of the business or assets of this corporation, as a result of
merger, consolidation, sale, liquidation or otherwise, and any such
successor shall be liable to the persons indemnified under this
Article VII on the same terms and conditions and to the same extent
as this corporation.
Section 15. SEVERABILITY. Each of the sections of this
Article VII, and each of the clauses set forth herein, shall be
deemed separate and independent, and should any part of any such
section or clause be declared invalid or unenforceable by any court
of competent jurisdiction, such invalidity or unenforceability shall
in no way render invalid or unenforceable any other part thereof or
any other separate section or clause of this Article VII that is not
declared invalid or unenforceable.
Section 16. ADDITIONAL INDEMNIFICAITON. In addition to
the specific indemnification rights set forth herein, the
corporation shall indemnify each of its directors and officers to
the full extent permitted by action of the board of directors
without shareholder approval under the Code or other laws of the
State of Georgia as in effect from time to time.
ARTICLE VIII
AMENDMENTS
----------
The board of directors shall have power to alter, amend or
repeal the by-laws by majority vote of all of the directors, but any
by-laws adopted by the board of directors may be altered, amended or
repealed and new by-laws adopted, by the shareholders by majority
vote of all of the shares having voting power.
AARON RENTS, INC.
Incorporated under the laws of the state of Georgia
AR
Class A Common Stock CUSIP 002535 30 0
See Reverse for Certain Definitions
THIS CERTIFIES that
is the owner of
FULLY PAID AND NONASSESSABLE SHARES OF THE CLASS A COMMON STOCK, $.50 PAR
VALUE EACH, OF
AARON RENTS, INC., transferable on the books of the Corporation by the
holder hereof in person or by duly authorized attorney upon surrender
of this certificate properly endorsed. This certificate is not valid
unless countersigned and registered by the Transfer Agent and Registrar.
WITNESS the facsimile seal of the Corporation and the
facsimile signatures of its duly authorized officers.
Dated:
R. Charles Loudermilk, Sr.
Keith C. Grown Chairman of the Board
Secretary and President
Authorized Signature
Aaron Rents, Inc.
Corporate Seal
Georgia
Countersigned and Registered:
TRUST COMPANY BANK
(Atlanta, Georgia) Transfer Agent
By: and Registrar
<PAGE>
AARON RENTS, INC.
The following abbreviations, when used in the inscription on the
face of this certificate, shall be construed as though they were written
out in full according to applicable laws or regulations:
TEN COM - as tenants in common UNIF GIFT MIN ACT - ______Custodian ________
(Cust) (Minor)
TEN ENT - as tenants by the entireties
JT TEN - as joint tenants with right under Uniform Gifts to
of survivorship and not as Minors Act _____________
tenants in common (State)
Additional abbreviations may also be used though not in the above list.
For value received, _______________ hereby sell, assign and transfer unto
Please insert social security or other
identifying number of assignee
_______________________________________________________________________________
_______________________________________________________________________________
Please print or typewrite name and address including postal zip code of
assignee
_______________________________________________________________________________
_______________________________________________________________________________
________________________________________________________________________ Shares
of the Class A Common Stock represented by the within Certificate, and do
hereby irrevocably constitute and appoint _____________________________________
_______________________________________________________________________________
_______________________________________________________________________________
Attorney to transfer the said stock on the books of the within-named
Corporation with full power of substitution in the premises.
Dated, ________________________
__________________________________
NOTICE: The signature to this assignment must correspond with the name
as written upon the face of the Certificate, in every particular, without
alteration or enlargement, or any change whatever.
