EXHIBIT 3(b)
BYLAWS
OF
BRITTON & KOONTZ CAPITAL CORPORATION
NATCHEZ, MISSISSIPPI
Adopted January 20, 1998
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BRITTON & KOONTZ CAPITAL CORPORATION
NATCHEZ, MISSISSIPPI
BYLAWS
ARTICLE I. OFFICES
SECTION 1.01. Principal Office. The principal office of the Corporation
shall be at Natchez, Adams County, Mississippi. The Corporation may have such
other offices as the Board of Directors may designate or the business of the
Corporation may require.
SECTION 1.02. Registered Office. The registered office of the
Corporation required by the Mississippi Business Corporation Act to be
maintained in the State of Mississippi may be, but need not be, identical with
the Corporation's principal office, and the address of the registered office may
be changed from time to time by the Board of Directors as provided by law.
ARTICLE II. STOCKHOLDERS
SECTION 2.01. Annual Meeting. The annual meeting of the stockholders
for the purpose of electing directors and for the transaction of such other
business as may come before the meeting shall be held on such date and at such
time as the Board of Directors shall determine. The annual meeting of
stockholders may be held conjointly with the annual meeting of the Board of
Directors.
SECTION 2.02. Special Meetings. Special meetings of the stockholders,
for any purpose, may be called by the Chairman of the Board, the President or by
a majority of the Board of Directors, and shall be called by the President at
the request of the holders of not less than one-tenth of all the outstanding
shares of the Corporation entitled to vote at the meeting. Such request shall
state the purposes of the proposed meeting. Business transacted at all special
meetings shall be confined to the objects stated in the call.
SECTION 2.03. Place of Meeting. The Board of Directors may designate
any place as the place of meeting for any meeting of the stockholders. If no
designation is made, the place of meeting shall be at the Corporation's
principal office.
SECTION 2.04. Notice of Meeting. Written notice stating the time and
place of the meeting and, in case of a special meeting, the purpose for which
the meeting is called, shall be delivered not less than ten nor more than sixty
days before the date of the meeting, either
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personally or by mail, by or at the direction of the President or the Secretary,
or the other persons calling the meeting, to each stockholder of 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 stockholder at such
stockholder's address as it appears on the stock transfer books of the
Corporation.
SECTION 2.05. Closing of Transfer Books or Fixing of Record Date. For
the purpose of determining stockholders entitled to notice of or to vote at any
meeting of stockholders or any adjournment thereof, or entitled to receive
payment of any dividend, or in order to make a determination of stockholders for
any other purpose, the Board of Directors may provide that the stock transfer
books shall be closed for a stated period not to exceed sixty days. If the stock
transfer books shall be closed for the purpose of determining stockholders
entitled to notice of or to vote at a meeting of stockholders, such books shall
be closed for at least ten days immediately preceding such meeting. In lieu of
closing the stock transfer books, the Board of Directors may fix in advance a
date as the record date for any such determination of stockholders, such date to
be not more than sixty days and, in case of a meeting of stockholders, not less
than ten days prior to the date on which the particular action, requiring such
determination of stockholders, is to be taken. If the stock transfer books are
not closed and no record date is fixed for the determination of stockholders
entitled to notice of or to vote at a meeting of stockholders, or stockholders
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 stockholders. When a determination of stockholders
entitled to vote at any meeting of stockholders has been made as provided in
this section, such determination shall apply to any adjournment thereof.
SECTION 2.06. Presiding Officer and the Secretary. The President or, in
the President's absence, an officer designated by the Board of Directors, shall
preside at all stockholder meetings, and the Secretary shall serve as secretary.
Otherwise, a Chairman and/or Secretary shall be elected by the stockholders
present to act in the absence of those officers.
SECTION 2.07. Voting Lists. The officer or agent having charge of the
stock transfer books of the Corporation shall make, at least ten days before
each meeting of stockholders, a complete list of the stockholders entitled to
vote at such meeting, arranged in alphabetical order, with the address of and
the number of shares held by each, which list, for a period of ten days prior to
such meeting, shall be kept on file at the registered office of the Corporation
and shall be subject to inspection by any stockholder for any proper purpose
during usual business hours. Such list shall also be produced and kept open at
the time and place of the meeting and shall be subject to inspection by any
stockholder for any proper purpose during the meeting. The original stock
transfer book shall be prima facie evidence as to the identity of stockholders
entitled to examine such list or transfer books or to vote at any meeting of
stockholders.
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SECTION 2.08. Quorum. A majority of the outstanding shares of the
Corporation entitled to vote, represented in person or by proxy, shall
constitute a quorum at a meeting of stockholders. 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 called. The stockholders present at a duly organized meeting may
continue to transact business until adjournment, notwithstanding the withdrawal
of enough stockholders to leave less than a quorum, as long as not less than
one-third of the shares entitled to vote at the meeting are represented. If a
quorum is present, or the above conditions are fulfilled so that business may be
transacted, 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
stockholders, unless the vote of a greater number is required by law or the
articles of incorporation or elsewhere in these Bylaws by specific provision.
SECTION 2.09. Proxies. At all meetings of stockholders, a stockholder
may vote by proxy executed in writing by the stockholder or by the stockholder's
duly authorized attorney-in- fact. Such proxy shall be filed with the Secretary
of the Corporation before or at the time of meeting. No proxy shall be valid
after eleven months from the date of its execution, unless otherwise provided in
the proxy.
SECTION 2.10. Voting of Shares. Subject to the provisions of Section
2.12, each outstanding share entitled to vote shall be entitled to one vote upon
each matter submitted to a vote at a meeting of stockholders.
SECTION 2.11. Voting of Shares by Certain Holders. Shares standing in
the name of another corporation or entity may be voted by such officer, agent or
proxy as the bylaws of such corporation or entity may prescribe or, in the
absence of such provision, as the board of directors or other governing body of
such corporation or entity may designate.
Shares held by an administrator, executor, guardian or conservator may
be voted by such administrator, executor, guardian or conservator, either in
person or by proxy, without a transfer of such shares into such administrator's,
executor's, guardian's or conservator's name. Shares standing in the name of a
trustee may be voted by the trustee, either in person or by proxy, but no
trustee shall be entitled to vote shares held by a trustee without a transfer of
such shares into that trustee's name.
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 the receiver's name if authority
to do so is contained in an appropriate order of the court by which such
receiver was appointed.
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A stockholder 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.
The Corporation may own shares of its own stock as provided by
Mississippi law. If the Corporation owns shares of its own stock at any time,
those shares shall not be voted, directly or indirectly, at any meeting, and
shall not be counted in determining the total number of shares outstanding at
any given time.
SECTION 2.12. Cumulative Voting. At each election for directors every
stockholder entitled to vote at such election shall have the right to vote, in
person or by proxy, the number of shares owned by that stockholder for as many
persons as there are directors to be elected and for whose election that
stockholder has a right to vote, or to cumulate that stockholder's votes by
giving one candidate as many votes as the number of such directors multiplied by
the number of that stockholder's shares shall equal, or by distributing such
votes on the same principle among any number of such candidates.
SECTION 2.13. Stockholder Proposals.
(a) If any stockholder desires to submit a proposal for action at any
meeting of stockholders, including the nomination of one or more individuals for
election as a director, such stockholder (hereinafter the "proponent") and
proposal must satisfy and comply with all of the following conditions and
requirements:
(1) At the time of submitting the proposal, the proponent must
be the record or beneficial owner of at least 1% or $1,000 in market value of
shares having voting power on the proposal at the meeting and have held such
shares for at least one year, and the proponent shall continue to own such
shares through the date on which the meeting is held.
(2) The proposal must be submitted in writing and be
accompanied by written disclosure of the proponent's name, address, number of
shares owned, the dates upon which such shares were acquired, and documentary
support of the proponent's ownership of such shares.
(3) The proposal and other required material must be received
by the Corporation a reasonable period of time in advance of the meeting to
which the proposal relates and in any event must comply with the notification
requirements set forth in Rule 14a-8 of Regulation 14A adopted pursuant to the
Securities Exchange Act of 1934, as amended from time to time.
(4) If the proposal nominates one or more individuals for
election as a director, the proposal must include or be accompanied by a written
statement of each nominee's signed consent to being named as such a nominee and
to serve if elected.
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(5) The proposal must be presented at the meeting for which it
is submitted by the proponent or a duly authorized and qualified representative.
(b) If the proponent or proposal fails, in any respect, to satisfy and
comply with all of the foregoing conditions and requirements, the proposal shall
be deemed as not properly coming before the meeting and no votes cast in support
of the proposal shall be given effect, except for the purpose of determining the
presence of a quorum.
(c) Notwithstanding any provision of these Bylaws to the contrary, the
Corporation may exclude from consideration by stockholders at any meeting of
stockholders any proposal permitted or required to be excluded from
consideration by applicable law, rule or regulation.
(d) This Section 2.13 shall not be applicable to proposals placed
before any meeting of stockholders by action of the Board of Directors.
ARTICLE III. BOARD OF DIRECTORS
SECTION 3.01. General Powers. The business and affairs of the
Corporation shall be managed and administered by its Board of Directors. Except
as limited by law, all corporate powers shall be vested in and exercised by the
Board.
SECTION 3.02. Qualifications. In addition to such qualifications as may
be required by law or the Articles of Incorporation, beginning with the annual
meeting in the year 2000, no individual shall be eligible to serve or to
continue to serve as a director upon that director attaining his or her 72nd
birthday. Thereafter, any incumbent director who attains the age of 72 may
remain in office until the next succeeding annual meeting of stockholders, at
which time such director shall retire from the Board of Directors.
Notwithstanding the foregoing provisions of this Section 3.02, retiring
directors may, upon invitation of the Board of Directors, continue for a period
of up to an additional five (5) years in the capacity of non-voting advisory
members of the Board of Directors.
SECTION 3.03. Number, Tenure and Election. The Corporation shall have
three classes of directors, each class to be as nearly equal in number as
possible, with the term of office of one class expiring each year. The number of
directors of the Corporation shall be not less than five (5) nor more than
twenty-five (25), and the Board of Directors shall establish by resolution the
number of directors to serve and the number of directors to comprise each class.
At each annual meeting, the number of directors equal to the number of the class
whose term expires at the time of such meeting shall be elected to hold office
for a term of three (3) years.
Except as otherwise provided in Section 3.13 below, directors shall be
elected only at annual meetings of stockholders, and any vacancy in the Board of
Directors, however created, shall be filled at the annual meeting succeeding the
creation of such vacancy. If the number of
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directors is changed, any increase or decrease shall be apportioned among the
classes so as to maintain the number of directors in each class as nearly equal
as possible, and any additional director of any class elected to fill a vacancy
resulting from an increase in such class shall hold office for a term that shall
coincide with the remaining term of that class, but in no case will a decrease
in the number of directors shorten the term of any incumbent director.
No member of the Board of Directors may be removed, with or without
cause, except at a meeting called in accordance with the Bylaws expressly for
that purpose and except upon a vote in favor of such removal of the holders of
eighty percent (80%) of the shares then entitled to vote at an election of
directors; and in the event that less than the entire Board is to be removed, no
one of the directors may be removed if the votes cast against that director's
removal would be sufficient to elect that director if then cumulatively voted at
an election of the class of directors of which that director is a part.
SECTION 3.04. Regular Meetings. A regular meeting of the Board of
Directors shall be held without other notice than this bylaw, immediately after
or conjointly with, and at the same place as, the annual meeting of
stockholders. The Board of Directors shall provide by resolution the time and
place for the holding of additional meetings without other notice than such
resolution.
SECTION 3.05. Special Meetings. Special meetings of the Board of
Directors may be called by or at the request of the President, the Chairman of
the Board of Directors or by a majority of the Board of Directors. The person or
persons authorized to call special meetings of the Board of Directors may fix
any place as the place for holding any special meeting of the Board of Directors
called by them.
SECTION 3.06. Action by Directors Without a Meeting. Any action
required to be taken at a meeting of the Board of Directors, or any action which
may be taken at a meeting of the directors, may be taken without a meeting if a
consent in writing, setting forth the action so taken, shall be signed by all of
the directors entitled to vote with respect to the subject matter thereof.
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SECTION 3.07. Notice. Notice of any special meeting shall be given by
telephone or telegram or by written notice delivered personally or mailed to
each director at the director's business address. If notice is by personal
delivery, the delivery shall be at least two days prior to the special meeting.
If notice is given by mail, such notice shall be deposited in the United States
mail and addressed to each director at the director's business address at least
five days prior to any special meeting. If notice is given by telegram, such
notice shall be delivered to the telegram company at least five days prior to
any special meeting. If notice is given by telephone, such notice shall be made
at least two days prior to any special meeting. Any director may waive notice of
any meeting. The attendance of a director at a meeting shall constitute a waiver
of notice of such meeting, except where a director attends a meeting for the
express purpose of objecting to the transaction of any business because the
meeting is not lawfully called or convened. Neither the business to be
transacted at, nor the purpose of, any meeting of the Board of Directors need
be specified in the notice or waiver of notice of such meeting.
SECTION 3.08. Quorum. A majority of the number of directors elected and
serving shall constitute a quorum for the transaction of business at any meeting
of the Board of Directors, but if less than such a majority is present at a
meeting, a majority of the directors present may adjourn the meeting from time
to time without further notice.
SECTION 3.09. Organization. The Board of Directors shall elect one of
its members Chairman of the Board, who shall preside at all meetings of the
Board. By resolution the directors shall designate from among its members an
Executive Committee and may designate from its members other committees, each of
which shall have such authority as is prescribed by the Board of Directors. All
such committees shall keep regular minutes of their meetings and shall report
their actions to the Board of Directors at its next meeting.
SECTION 3.10. 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 3.11. Compensation. By resolution of the Board of Directors,
the directors may be paid for the expense of attendance at each meeting of the
Board of Directors, and may be paid a fixed sum for attendance at each meeting
of the Board of Directors or a stated salary as director. Members of special or
standing committees may be allowed like compensation for attending meetings.
However, no such payments shall preclude any director from serving the
Corporation as an officer or in any other capacity and receiving compensation in
that other capacity.
SECTION 3.12. Presumption of Assent. A director of the Corporation who
is present at a meeting of the Board of Directors at which action is taken shall
be presumed to have assented to the action taken unless that director's dissent
shall be entered in the minutes of the meeting or unless that director shall
file a written dissent to such action with the person acting as the secretary of
the meeting before the adjournment thereof or shall forward such dissent by
registered mail to the Secretary of the Corporation within twenty-four (24)
hours after the adjournment of the meeting. Such right to dissent shall not
apply to a director who voted in favor of such action.
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SECTION 3.13. Vacancies. When any vacancy occurs among the directors by
reason of death or resignation, the remaining members of the Board may appoint a
director to fill such vacancy at any meeting of the Board.
SECTION 3.14. Emergency Provisions. During the existence or continuance
of any emergency resulting from an attack on the United States or during any
nuclear or atomic disaster:
(a) A meeting of the Board of Directors may be called by any director.
(b) Notice of any meeting need be given only to such of the directors
as it may be feasible to reach and by such means as may be feasible at the time.
(c) Any director in attendance at any meeting of the Board of Directors
shall constitute a quorum for the transaction of business.
(d) If all of the directors are absent or otherwise unavailable, any
officer present shall be deemed to be a director for all purposes.
SECTION 3.15. Meetings by Telephone Conference Calls. The members of
the Board of Directors may participate in and hold a meeting of the Board of
Directors by means of conference telephone or similar communications equipment,
provided that all persons participating in the meeting can hear and communicate
with each other, and participation in such a meeting shall constitute presence
at such meeting by any such director, except where a person participates in the
meeting for the express purpose of objecting to the transaction of any business
on the ground that the meeting is not lawfully called or convened.
ARTICLE IV. OFFICERS
SECTION 4.01. Generally. The officers of the Corporation shall consist
of a Chairman of the Board of Directors, a Vice-Chairman of the Board of
Directors, a President, one or more Vice Presidents, a Secretary and a
Treasurer. Officers shall be elected by the Board of Directors. Each officer
shall hold office until a successor is elected and qualified or until that
officer's earlier resignation or removal. Any one or more offices may be held by
the same person, except the offices of President and Secretary.
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SECTION 4.02. Chairman of the Board of Directors. The Board of
Directors shall appoint one of its members to be Chairman of the Board. Such
person shall not be a regular officer of the Corporation. Such person shall
preside at all meetings of the Board of Directors. The Chairman of the Board
shall supervise the carrying out of the policies adopted or approved by the
Board; and shall have such additional powers, duties and responsibilities as are
prescribed by the Board of Directors.
SECTION 4.03. Vice-Chairman of the Board of Directors. The Board of
Directors shall appoint one of its members, other than a regular officer of the
Corporation, to be the Vice- Chairman. The Vice-Chairman shall act during the
absence of the Chairman, and the Vice- Chairman, during the absence of the
Chairman, shall have all of the power, authority, duties and responsibilities of
the Chairman.
SECTION 4.04. President. The Board of Directors shall appoint a
President who shall be the Chief Executive Officer of the Corporation. The
President shall have general executive powers, as well as the specific powers
conferred by these Bylaws. The President shall also have and may exercise such
further powers and duties as from time to time may be prescribed by the Board of
Directors. One of the Vice Presidents shall be designated by the Board of
Directors, in the absence of the President, to perform all the duties of the
President.
SECTION 4.05. Vice Presidents. The Board of Directors may appoint one
or more Vice Presidents and shall have the authority to designate different
classes of Vice Presidents, including Executive Vice Presidents, Senior Vice
Presidents, Assistant Vice Presidents, and such other classes as from time to
time may appear to the Board of Directors to be required or desirable to
transact the business of the Corporation. Each Vice President shall have such
powers and duties as may be prescribed by the President or by the Board of
Directors.
SECTION 4.06. Secretary. The Board of Directors shall appoint a
Secretary, who shall: (a) keep the minutes of the stockholders and of the Board
of Directors meetings; (b) see that all notices are duly given in accordance
with the provisions of these Bylaws and 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; (d) keep a register of the
post office address of each stockholder which shall be furnished to the
Secretary by each stockholder; (e) sign with the President or other designated
officer stock certificates of the Corporation; (f) have 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 may from time to
time be prescribed by the President or by the Board of Directors.
SECTION 4.07. Treasurer. The Treasurer shall: (a) have charge and
custody of and be responsible for all funds and securities of the Corporation;
receive and give receipts for monies due and payable to the Corporation, and
deposit all such monies in the name of the Corporation in such banks, trust
companies or other depositories as shall be selected in accordance with the
provisions of Article VII of these Bylaws; and (b) in general perform all of the
duties incident to the office of Treasurer and such other duties as from time to
time may be prescribed by the President or by the Board of Directors.
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SECTION 4.08. Other Officers. The Board of Directors may appoint other
officers as from time to time may appear to the Board of Directors to be
required or desirable to transact the business of the Corporation. Such officers
shall exercise such powers and perform such duties as pertain to their offices,
or as may be prescribed by the President or by the Board of Directors.
SECTION 4.09. Removal. Any officer or agent elected or appointed by the
Board of Directors may be removed by the Board of Directors at any time with or
without cause, and the election of another person to an office shall
automatically remove the incumbent from such office.
SECTION 4.10. Vacancies. The Board of Directors shall have authority to
fill any vacancy occurring in the offices of the Corporation by election at any
meeting of the Board of Directors.
SECTION 4.11. Salaries. The salaries of the officers shall be fixed
from time to time by the Board of Directors and no officer shall be prevented
from receiving a salary by reason of the fact that that officer is also a
director or employee of the Corporation. The President may fix the salaries of
the employees who are not officers, subject to the approval of the Board of
Directors.
ARTICLE V. STOCK CERTIFICATES
SECTION 5.01. 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 President or a Vice
President and by the Secretary or an Assistant Secretary and shall be attested
by the corporate seal. All certificates for shares shall be consecutively
numbered or otherwise identified. The name and address of each person to whom
shares are issued, and 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 canceled, and no new certificates shall be
issued until the former certificate for a like number of shares shall have been
surrendered and cancelled, except that in case of a lost, destroyed or mutilated
certificate a new one may be issued therefor upon such terms and indemnity to
the Corporation as the Board of Directors may prescribe. No stock certificate
will be issued for fractional shares of stock, and no dividend payment will be
made for fractional shares of stock.
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SECTION 5.02. 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 such holder's legal representative, who shall furnish
proper evidence of authority to the Secretary of the Corporation, and on
surrender for cancellation of the certificate for such shares. The Corporation
shall be entitled to treat the holder of record of any shares of stock as the
holder in fact thereof and shall not be bound to recognize any equitable or
other claim to or interest in such shares on the part of any other person,
whether or not the Corporation shall have express or other notice thereof.
ARTICLE VI. INDEMNIFICATION
SECTION 6.01. General Provision. Subject to the provisions of Section
6.04, the Corporation shall indemnify any person who was or is a party, or is
threatened to be made a party, to any threatened, pending or completed claim,
action, suit or proceeding, whether civil, criminal, administrative or investi-
gative, including appeals (other than an action by or in the right of the Corp-
oration), by reason of the fact that such person 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, employee or agent of another corp-
oration, partnership, joint venture, trust or other enterprise, against expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by such person in connection with such action,
suit or proceeding if such person acted in good faith and in a manner such
person 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 such person's conduct was unlawful. 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 such
person 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
reasonable cause to believe that such person's conduct was unlawful.
SECTION 6.02. Suits by Corporation. Subject to the provisions of
Section 6.04, the Corporation shall indemnify any person who was or is a party,
or is threatened to be made a party, to any threatened, pending or completed
claim, action or suit by or in the right of the Corporation to procure a
judgment in its favor by reason of the fact that such person 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, employee or
agent of another corporation, partnership, joint venture, trust or other
enterprise, against expenses (including attorneys' fees) actually and reasonably
incurred by such person in connection with the defense or settlement of such
action or suit if such person acted in good faith and in a manner such person
reasonably believed to be in or not opposed to the best interests of the
Corporation, 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 be
liable for negligence or misconduct in the performance of such person's duty to
the Corporation unless and only to the extent that the court in which such
action or suit was 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 6.03. Successful Defense. To the extent that a director,
officer, employee or agent of the Corporation has been successful on the merits
or otherwise in defense of any action, suit or proceeding referred to in
Sections 6.01 or 6.02, or in defense of any claim, issue or matter therein, such
person shall be indemnified against expenses (including attorneys' fees)
actually and reasonably incurred by such person in connection therewith,
notwithstanding that such person has not been successful on any other claim,
issue or matter in any such action, suit or proceeding.
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SECTION 6.04. Authorization of Indemnification. Any indemnification
under Sections 6.01 or 6.02 shall (unless ordered by a court) be made by the
Corporation only as authorized in the specific case upon a determination that
indemnification of the director, officer, employee or agent is proper in the
circumstances because such person has met the applicable standard of conduct set
forth in Section 6.01 or 6.02, as the case may be. Such determination shall be
made (l) by the Board of Directors by a majority vote of a quorum consisting of
directors who were not parties to, or who have been wholly successful on the
merits or otherwise with respect to, such claim, action, suit or proceeding, or
(2) if such a quorum is not obtainable, or, even if obtainable, if a quorum of
disinterested directors so directs, by independent legal counsel in a written
opinion, or (3) by the stockholders.
SECTION 6.05. Advance Payments. Expenses (including attorneys' fees)
incurred in defending a civil or criminal claim, action, suit or proceeding may
be paid by the Corporation in advance of the final disposition of such claim,
action, suit or proceeding as authorized in the manner provided in Section 6.04
upon receipt of an undertaking by or on behalf of the director, officer,
employee or agent to repay such amount if and to the extent it shall ultimately
be determined that such person is not entitled to be indemnified by the
Corporation as authorized in this section.
SECTION 6.06. Exclusivity. The indemnification provided by Article VI
shall not be deemed exclusive of, and shall be in addition to, any other rights
to which those indemnified may be entitled under any statute, rule of law,
provision in the Corporation's certificate of incorporation, bylaws, agreement,
vote of stockholders or disinterested directors or otherwise, both as to action
in their official capacity and as to action in another capacity while holding
such office, 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.
SECTION 6.07. 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 is or was serving at
the request of the Corporation as a director, officer, partner, employee or
agent of another corporation, partnership, joint venture, trust or other
enterprise, against any liability asserted against such person and incurred by
such person in any such capacity, or arising out of such person's status as
such, whether or not the Corporation would have the power to indemnify such
person against such liability under the provisions of this Section.
SECTION 6.08. Partial Enforcement. The invalidity or unenforceability
of any provision hereof shall not in any way affect the remaining provisions
hereof, which shall continue in full force and effect.
ARTICLE VII. CONTRACTS, LOANS, CHECKS, DEPOSITS AND INVESTMENTS
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SECTION 7.01. Contracts. The Board of Directors may authorize any
officer or agent to 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 7.02. Loans. No loans shall be contracted on behalf of the
Corporation and no evidences 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. Loans may be made by the Corporation
to its officers or directors subject to the guidelines imposed by law.
SECTION 7.03. Checks, Drafts, etc. All checks, drafts or other orders
for the payment of money, notes or other evidences of indebtedness issued in the
name of the Corporation, shall be signed by such officers and/or agents of the
Corporation and in such manner as shall from time to time be determined by
resolution of the Board of Directors.
SECTION 7.04. 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 depositories as the Board of Directors
may select.
ARTICLE VIII. CONFIRMATION AND RATIFICATION OF CONTRACTS
SECTION 8.01. Conflicts of Interest. In the absence of fraud, no
contract or other transaction of the Corporation shall be affected or
invalidated in any way by the fact that any of the directors of the Corporation
are in any way interested in or connected with any other party to such contract
or transaction or are themselves parties to such contract or transaction,
provided that such interest shall be fully disclosed or otherwise known to the
Board of Directors at its meeting at which such contract or transaction is
authorized or confirmed, and provided further that at the meeting of the Board
of Directors authorizing or confirming such contract or transaction, there shall
be present a quorum of directors not so interested or connected and such
contract or transaction shall be approved by a majority of such quorum, which
majority shall consist of directors not so interested or connected. Any director
of the Corporation may vote upon any contract or other transaction between the
Corporation and any subsidiary or affiliated corporation without regard to the
fact that that director is also a director of such subsidiary or affiliated
corporation.
SECTION 8.02. Ratification by Stockholders. Any contract, transaction,
or act of the Corporation or of the Board of Directors or any committee thereof
which shall be ratified by a majority of the stockholders of the Corporation
shall be as valid and binding as though ratified by every stockholder of the
Corporation; provided, however, that any failure of the stockholders to approve
or ratify such contract, transaction, or act, when and if submitted, shall not
be deemed in any way to invalidate the same or to deprive the Corporation, its
officers or directors of their right to proceed with such contract, transaction
or action.
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ARTICLE IX. YEAR
The Corporation's tax and accounting year shall be a fiscal year ending
December 31.
ARTICLE X. DIVIDENDS
The Board of Directors may from time to time declare, and the
Corporation may pay, dividends on its outstanding shares, payable in cash, other
assets or by way of stock dividends. No dividends will be paid with respect to
any fractional shares of stock.
ARTICLE XI. SEAL
The Board of Directors shall provide a corporate seal which shall be
circular in form and shall have inscribed thereon the name of the Corporation,
its state of incorporation and the words "Corporate Seal."
ARTICLE XII. WAIVER OF NOTICE
Whenever any notice is required to be given to any stockholder or
director of the Corporation under the provisions of these Bylaws, the
Corporation's articles of incorporation or the laws of the State of Mississippi,
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 XIII. BYLAWS
SECTION 13.01. Inspection. A copy of the Bylaws shall at all times be
kept at the principal office of the Corporation and shall be open for inspection
to all stockholders for any proper purpose during regular business hours.
SECTION 13.02. Amendments. These Bylaws may be altered, amended or
repealed and new Bylaws may be adopted by a two-thirds (2/3rds) vote of the
directors then holding office at any meeting of the Board of Directors.
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TABLE OF CONTENTS
Description
ARTICLE I. OFFICES
SECTION 1.01. Principal Office
SECTION 1.02. Registered Office
ARTICLE II. STOCKHOLDERS
SECTION 2.01. Annual Meeting
SECTION 2.02. Special Meetings
SECTION 2.03. Place of Meeting
SECTION 2.04. Notice of Meeting
SECTION 2.05. Closing of Transfer Books or Fixing of Record Date
SECTION 2.06. Presiding Officer and the Secretary
SECTION 2.07. Voting Lists
SECTION 2.08. Quorum
SECTION 2.09. Proxies
SECTION 2.10. Voting of Shares
SECTION 2.11. Voting of Shares by Certain Holders
SECTION 2.12. Cumulative Voting
SECTION 2.13. Stockholder Proposals
ARTICLE III. BOARD OF DIRECTORS
SECTION 3.01. General Powers
SECTION 3.02. Qualifications
SECTION 3.03. Number, Tenure and Election
SECTION 3.04. Regular Meetings
SECTION 3.05. Special Meetings
SECTION 3.06. Action by Directors Without a Meeting
SECTION 3.07. Notice
SECTION 3.08. Quorum
SECTION 3.09. Organization
SECTION 3.10. Manner of Acting
SECTION 3.11. Compensation
SECTION 3.12. Presumption of Assent
SECTION 3.13. Vacancies
SECTION 3.14. Emergency Provisions
SECTION 3.15. Meetings by Telephone Conference Calls
<PAGE>
Description
ARTICLE IV. OFFICERS
SECTION 4.01. Generally
SECTION 4.02. Chairman of the Board of Directors
SECTION 4.03. Vice-Chairman of the Board of Directors
SECTION 4.04. President
SECTION 4.05. Vice Presidents
SECTION 4.06. Secretary
SECTION 4.07. Treasurer
SECTION 4.08. Other Officers
SECTION 4.09. Removal
SECTION 4.10. Vacancies
SECTION 4.11. Salaries
ARTICLE V. STOCK CERTIFICATES
SECTION 5.01. Certificates for Shares
SECTION 5.02. Transfer of Shares
ARTICLE VI. INDEMNIFICATION
SECTION 6.01. General Provision
SECTION 6.02. Suits by Corporation
SECTION 6.03. Successful Defense
SECTION 6.04. Authorization of Indemnification
SECTION 6.05. Advance Payments
SECTION 6.06. Exclusivity
SECTION 6.07. Insurance
SECTION 6.08. Partial Enforcement
ARTICLE VII. CONTRACTS, LOANS, CHECKS, DEPOSITS AND INVESTMENTS
SECTION 7.01. Contracts
SECTION 7.02. Loans
SECTION 7.03. Checks, Drafts, etc
SECTION 7.04. Deposits
ARTICLE VIII. CONFIRMATION AND RATIFICATION OF CONTRACTS
SECTION 8.01. Conflicts of Interest
SECTION 8.02. Ratification by Stockholders
ARTICLE IX. YEAR
<PAGE>
Description
ARTICLE X. DIVIDENDS
ARTICLE XI. SEAL
ARTICLE XII. WAIVER OF NOTICE
ARTICLE XIII. BYLAWS
SECTION 13.01. Inspection
SECTION 13.02. Amendments
