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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OF 15(d) OF
THE SECURITIES ACT OF 1934
DATE OF REPORT: MARCH 4, 1997
J.B. HUNT TRANSPORT SERVICES, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
ARKANSAS 71-0335111
(STATE OF OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION IDENTIFICATION NO.)
615 J.B. HUNT CORPORATE DRIVE 72745
LOWELL, ARKANSAS
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE:
(501) 820-0000
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ITEM 1. Change in Control of Registrant.
Not Applicable
ITEM 2. Acquisition or Disposition of Assets.
Not Applicable
ITEM 3. Bankruptcy or Receivership
Not Applicable
ITEM 4. Changes in Registrant's Certifying Accountant.
Not Applicable.
ITEM 5. Other Events.
On January 23, 1997 the Board of Directors amended Article 1,
Item 1.2 and Article II, Item 2.1 of the Company's Bylaws.
ITEM 6. Resignations of Registrant's Directors.
Not Applicable.
ITEM 7. Financial Statements and Exhibits.
Not Applicable.
ITEM 8. Change in Fiscal Year.
Not Applicable.
Exhibits.
The following document is being filed as an exhibit to this report:
(1) The Restated Bylaws of J.B. Hunt Transport Services, Inc.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
J.B. HUNT TRANSPORT SERVICES, INC.
(Registrant)
By: /s/ Kirk Thompson
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Kirk Thompson
President and Chief Executive Officer
By: /s/ Jerry W. Walton
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Jerry W. Walton
Executive Vice President, Finance
and Chief Financial Officer
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Exhibit 99.1
RESTATED
BYLAWS
OF
J.B. HUNT TRANSPORT SERVICES, INC.
JANUARY 23, 1997
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TABLE OF CONTENTS
Page
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ARTICLE I - SHAREHOLDERS
1.1 Place of Shareholders Meetings............................... 1
1.2 Annual Meeting............................................... 1
1.3 Special Meetings............................................. 1
1.4 Notice of Meeting............................................ 1
1.5 Quorum and Voting Requirements............................... 2
1.6 Adjournment.................................................. 2
1.7 Closing Transfer Books and Fixing Record Date................ 2
1.8 Action Without Meeting....................................... 2
ARTICLE II - BOARD OF DIRECTORS
2.1 Number, Term and Qualifications.............................. 3
2.2 General and Special Powers................................... 3
2.3 Annual and Regular Meeting................................... 3
2.4 Special Meeting.............................................. 3
2.5 Notice of Special Meeting.................................... 3
2.6 Informal Action of the Board of Directors.................... 4
2.7 Removal of Directors and Vacancies........................... 4
2.8 Quorum and Voting............................................ 4
ARTICLE III - EXECUTIVE AND OTHER COMMITTEES
3.1 Creation of Executive and Other Committees................... 4
3.2 Limitations on Actions and Effect Thereof.................... 4
3.3 Action by Executive Committee................................ 5
ARTICLE IV - OFFICERS
4.1 Positions Authorized......................................... 5
4.2 Method of Selection.......................................... 5
4.3 Removal of Officers.......................................... 5
4.4 Salaries..................................................... 5
4.5 Surety Bonds................................................. 6
4.6 Chairman of the Board........................................ 6
4.7 President.................................................... 6
4.8 Vice Presidents.............................................. 6
4.9 Secretary.................................................... 6
4.10 Assistant Secretary.......................................... 7
4.11 Assistant to the Secretary................................... 7
4.12 Treasurer.................................................... 7
4.13 Assistant Treasurer.......................................... 8
4.14 Assistant to the Treasurer................................... 8
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ARTICLE V - INDEMNIFICATION OF OFFICERS AND DIRECTORS
5.1 Indemnification.............................................. 8
5.2 Further Indemnification...................................... 10
5.3 Procedure.................................................... 10
ARTICLE VI - CAPITAL STOCK
6.1 Certificates of Shares....................................... 10
6.2 Lost Certificates............................................ 10
6.3 Transfer of Shares........................................... 11
ARTICLE VII - PREEMPTIVE RIGHTS
7.1 Status of Preemptive Rights of Shareholders.................. 11
ARTICLE VIII - CORPORATE SEAL
8.1 Corporation to Use Seal...................................... 11
8.2 Use of Seal.................................................. 11
ARTICLE IX - MISCELLANEOUS PROVISIONS
9.1 Checks, Drafts, Notes........................................ 11
9.2 Notice and Waiver of Notice.................................. 11
ARTICLE X - METHOD OF AMENDING BYLAWS
10.1 Amendment.................................................... 12
CERTIFICATE OF ADOPTION................................................ 12
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RESTATED
BYLAWS
OF
J.B. HUNT TRANSPORT SERVICES, INC.
JANUARY 23, 1997
ARTICLE I - SHAREHOLDERS
1.1 PLACE OF SHAREHOLDERS MEETINGS. All meetings of the shareholders
shall be held at the principal office of the Corporation located at Lowell,
Arkansas unless the Board of Directors by resolution shall designate for the
purposes of such meeting that it be held at some other place, either within or
without this State and include in the notice of such meeting a designation of
such place of the meeting. A shareholders meeting called by any person or
group other than the Board of Directors shall be held only at the principal
office of the Corporation.
1.2 ANNUAL MEETING. A meeting of the shareholders shall be held each
year at such location and on such date and time as is designated by the Board
of Directors in the notice of such meeting for the purposes of receiving
reports on operation of the corporation, election of members of the Board of
Directors and transacting such other business as may properly come before it.
If a quorum is not present at such meeting or the same has not been properly
convened, the Board of Directors or the Executive Committee may designate a
subsequent date to hold such annual meeting, if the same be not adjourned as
otherwise authorized in these bylaws. If additional matters are to be
considered at such annual meeting, the meeting for those purposes shall be
deemed to be a special meeting and notice accordingly given.
1.3 SPECIAL MEETINGS. A special meeting of the shareholders may be
called by the Chairman of the Board, the President, the Secretary, the Board of
Directors or by the holders of not less than one-third (1/3) of all the shares
entitled to vote at the meeting.
1.4 NOTICE OF MEETING. Prior to any meeting of the shareholders, a
written or printed notice stating the place, day and hour of the meeting, and,
in the case of a special meeting, the purpose or purposes for which the meeting
is called, shall be delivered, either personally or by mail, by or at the
direction of the Chairman of the Board, the President, the Secretary, the Board
of Directors or by the shareholder or shareholders calling the meeting, to each
shareholder of record entitled to vote at such meeting. Such notice shall be
given no less than sixty (60) days nor more than seventy-five (75) days before
the date of the meeting if a proposal to increase the authorized capital stock
or bonded indebtedness is to be submitted at such meeting and in all other
cases not less than ten (10) nor more than fifty (50) days before the date of
the meeting. If such notice is mailed, such notice shall be deemed to be
delivered when deposited in the United Stated mail addressed to the shareholder
at his address as it appears on the books of the Corporation with postage
thereon prepaid. Any shareholder may waive notice of any meeting by execution
of a written waiver and consent to such meeting and shall be deemed to have
done so by attendance at any shareholders meeting without raising an objection
to any defect of notice to such shareholder.
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1.5 QUORUM AND VOTING REQUIREMENTS. A majority of the shares entitled to
vote, represented in person or by proxy, at a meeting duly convened, shall
constitute a quorum for the purposes of conducting the business of the
Corporation at any shareholders meeting. The shareholders present at a duly
convened meeting can continue to do business until adjournment notwithstanding
the withdrawal of enough shareholders to leave less than a quorum. The
affirmative vote of the majority of the shares represented at a meeting and
entitled to vote on the subject matter shall be the act of the shareholders
unless the vote of a greater number or voting by classes is required by law
with respect to such matter. Unless otherwise provided in the Articles of
Incorporation, or an amendment thereof, every shareholder or record shall be
entitled, at each meeting of the shareholders and upon each proposal presented
at such meeting, to one (1) vote for each share of stock standing in his name
on the books of the Corporation.
1.6 ADJOURNMENT. In the absence of a quorum at the opening of any
meeting of the shareholders, or at the opening of any meeting at which a quorum
is present, the meeting may be adjourned by the vote of a majority of the
shares entitled to vote at the meeting which are represented at the meeting by
the shareholders thereof in person or by proxy. Any adjourned meeting may be
re-adjourned in a like manner. When any one adjournment is for thirty (30)
days or more, not less than a fifteen (15) day notice of the adjourned meeting
shall be given by mailing as provided in Section 1.4 hereof. When any one
adjournment is less than thirty (30) days, it shall not be necessary to give
notice thereof other than by announcement at the meeting which the adjournment
is taken.
1.7 CLOSING TRANSFER BOOKS AND FIXING RECORD DATE. For the purpose of
determining shareholders entitled to notice of or a right to vote at any
meeting of shareholders or any adjournment thereof, entitled to receive payment
of any dividend, or in order to make a determination of shareholders for any
proper purpose, the Board of Directors of the Corporation may provide that the
stock transfer books shall be closed for a stated period not to exceed sixty-
five (65) days. If the stock transfer books are closed for the purpose of
determining shareholders entitled to notice of a right to vote at a meeting of
shareholders, such books shall be closed for at least ten (10) days immediately
preceding such meeting. In lieu of closing the stock transfer books, the Board
of Directors may fix in advance a date as the record date for such
determination of shareholders, such date in any case to be not more than sixty-
five (65) days, and in case of a meeting requiring such determination of
shareholders, not less than ten (10) days prior to the date on which the
particular action, requiring such determination of shareholders, is to be
taken. When a determination of shareholders entitled to vote at any meeting
has been made as provided in this Section, such determination shall apply to
any adjournment thereof.
1.8 ACTION WITHOUT MEETING. Any action required by law to be taken at a
meeting of shareholders, or any action which may be taken at a meeting of the
shareholders, may be taken without a meeting of a consent in writing, setting
forth the action so taken, shall be signed by all of the shareholders entitled
to vote with respect to the subject matter thereof, which shall have the same
force and effect as a unanimous vote of the shareholders and may be stated as
such in any articles or documents filed pursuant to law.
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ARTICLE II - BOARD OF DIRECTORS
2.1 NUMBER, TERM AND QUALIFICATIONS. The number of directors which shall
constitute the whole board shall be not less than three (3) and not more than
twelve (12), and shall be determined by the Board of Directors. Only persons
who shall accept such position and agree to perform the duties incumbent upon
them as provided by these Bylaws and the laws of this State, who need not be
shareholders of the Corporation, shall serve as directors. No person shall
serve as a director unless he shall have attained a majority under the laws of
this State. A director shall serve for a term to expire at the next Annual
Meeting of shareholders and until his successor shall have been elected and
qualified.
2.2 GENERAL AND SPECIAL POWERS. The business and affairs of the
Corporation shall be managed by the Board of Directors. The Directors shall be
authorized jointly to take any and all action and to exercise any power not
reserved to the shareholders, on behalf of the Corporation which the
Corporation is authorized or empowered to do, which is not otherwise expressly
prohibited by the Articles of Incorporation or the Bylaws of the Corporation or
the laws of this State.
2.3 ANNUAL AND REGULAR MEETING. The Board of Directors shall meet
annually immediately following the Annual Shareholders Meeting for the purpose
of electing officers of the Corporation and transacting other general business
affairs of the Corporation related thereto. The Annual Board Meeting shall be
deemed to be a Regular Board Meeting. In addition to the Annual Board Meeting,
the Board of Directors shall hold regular meeting at such time(s) and place(s)
as it may designate from time to time. Neither the business to be transacted
at, nor the purpose of, any regular meeting of the Board of Directors need to
be specified in any notice in the event a notice is given of a regular meeting,
unless such is otherwise expressly provided for these Bylaws, the Articles of
Incorporation of the Corporation or the laws of this State.
2.4 SPECIAL MEETING. A special meeting of the Board of Directors may be
held at any time or place upon written call thereof by the Chairman of the
Board, President, Secretary or a majority of the Board of Director members.
Notice of any special meeting of the Board of Directors shall be given as
provided hereinafter.
2.5 NOTICE OF SPECIAL MEETING. Written or telegraphic notice of special
meetings of the Board of Directors shall be given to each director, provided,
that if written notice shall be given, then such written notice shall be given
to each director at least three (3) days before the date of the meeting, or if
telegraphic notice is given, then such telegraphic notice shall be given at
least two (2) days before the date of the meeting. The business to be
transacted at, or the purpose of any meeting of the Board of Directors shall be
specified in the notice of such meeting. All notices to directors shall be in
writing, and delivered personally or mailed to the directors at their addresses
appearing on the books of the Corporation. Notice by mail shall be deemed to
be given at the time when same shall be mailed. Notice to directors given by
telegram shall be defined to be given at the time it is delivered to the
sending telegraph office for transmittal. Any director shall conclusively be
deemed to have received proper notice of any Board meeting by his
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attendance thereat without raising any objections to any defect of notice to
such director at such meeting.
2.6 INFORMATION ACTION OF THE BOARD OF DIRECTORS. Action taken by a
majority of the Board of Directors without a meeting shall be valid with
respect to any corporate matter as the action of the Board of Directors if,
either before or after such action is taken, all members of the Board of
Directors sign and file with the Secretary of the Corporation for inclusion in
the minute book, a memorandum showing the nature of the action taken and their
written consent to the Board acting informally with respect to such matter, and
such written consent shall show whether or not such director approves the
action to be taken by the Board so that the Secretary shall note in the minutes
of the Corporation the names of those directors approving the action of the
Board and the names of those opposing it.
2.7 REMOVAL OF DIRECTORS AND VACANCIES. Directors may be removed from
office only by vote of the shareholders at a meeting called expressly for that
purpose and then only in conformity with applicable provisions of law. A
vacancy on the Board of Directors shall exist when a director dies or resigns
or is removed by the shareholders or by virtue of newly created directorship(s)
resulting from any increase in the specified number of directors. Any vacancy
(other than a vacancy occurring through shareholders' action in removing a
director which shall be filled by vote of the shareholders occurring in the
Board of Directors) may be filled by the affirmative vote of a majority of the
remaining directors through less than a quorum of the Board. Directors so
chosen shall hold office until the next Annual Meeting of Shareholders and
until their successors are duly elected and qualified.
2.8 QUORUM AND VOTING. A majority of the total number of Directors shall
constitute a quorum for the transaction of business. The act of a majority of
the directors present at any meeting at which a quorum is present shall be the
act of the Board of Directors.
ARTICLE III - EXECUTIVE AND OTHER COMMITTEES
3.1 CREATION OF EXECUTIVE AND OTHER COMMITTEES. The Board of Directors
may create from its membership, an Executive Committee to consist of not less
than three (3) directors which shall be authorized to exercise all authority of
the Board of Directors in the intervals between the meetings of the Board of
Directors with respect to the business affairs of the Corporation. Such
Executive Committee shall be subject to the control and direction of the Board
of Directors and shall serve at the pleasure of the Board of Directors. The
Board of Directors may otherwise create such additional committees with general
or limited authority as designated from time to time by the Board, which shall
likewise serve as the pleasure of the Board.
3.2 LIMITATIONS ON ACTIONS AND EFFECT THEREOF. The Executive Committee
shall not be authorized to take any action other than ordinary business affairs
of the Corporation and may not be authorized to conduct any action specifically
prohibited by applicable laws of this State. Otherwise, an act or
authorization by the Executive Committee within the authority lawfully
delegated to it shall be the act or authorization of the Board of Directors for
all legal purposes,
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provided, however, that such action shall not operate to relieve the Board of
Directors of any responsibility imposed upon it by law.
3.3 ACTION BY EXECUTIVE COMMITTEE. The Executive Committee may act by a
majority of its members at a meeting or informally without a meeting provided
all members consent to such informal action.
ARTICLE IV - OFFICERS
4.1 POSITIONS AUTHORIZED. The officers of the Corporation shall consist
of a Chairman of the Board, if one be chosen and designated to act by the Board
of Directors, a President (who shall be a member of the Board), one or more
Vice Presidents (with such additional designates of title, if any, and duties
as provided by resolution of the Board), a Secretary, a Treasurer and one or
more Assistant Secretaries and Assistant Treasurers and such further officers
as the Board of Directors or the Executive Committee may from time to time
designate. Any two or more offices may be held by the same person, except the
offices of President and Secretary or Assistant Secretary, provided, however,
in case the Corporation has only one shareholder, any two or more offices may
be held by the same person, so long as the Corporation shall have only one
shareholder. The Board may designate a general counsel but such person or firm
shall not be deemed to be an officer of the Corporation.
4.2 METHOD OF SELECTION. The Chairman of the Board (if one be chosen and
designated to act), President, Vice President, Secretary and Treasurer shall be
elected annually by a majority vote of the Board of Directors present at a duly
convened Annual Meeting of the Board of Directors or at any meeting duly
convened thereafter who shall serve until the next Annual Meeting of the Board
of Directors or until each such officer's successor shall be elected and
qualified. Any other officer, assistant officer or agent of the Corporation
may be elected, appointed or otherwise chosen in such manner as deemed
appropriate, from time to time, by the Board of Directors or Executive
Committee. The Board of Directors may, from time to time, prescribe the duties
incumbent upon any officer by resolution provided the same is not inconsistent
with these Bylaws.
4.3 REMOVAL OF OFFICERS. Any officer may be removed by the Board of
Directors whenever in its judgment the best interests of the Corporation will
be served thereby, but such removal shall be without prejudice to the contract
rights, if any, of such person so removed. Election or appointment of an
officer or agent shall not of itself create any contractual rights. A majority
vote of the entire Board of Directors shall be necessary to remove any officer
of the Corporation holding the position of Chairman of the Board, President,
Secretary, or Treasurer, but any other officer may be removed by a majority
vote of the members of the Board of Directors present at any duly convened
meeting or by action of the Executive Committee.
4.4 SALARIES. The salaries of the officers of the Corporation shall be
fixed from time to time by the Board of Directors. No officer shall be
prevented from receiving such salary by reason of the fact that he is also a
director of the Corporation. Any payments made any officer of the Corporation
such as salary, commission, bonus, interest, or rent, or entertainment expense
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incurred by him, which shall be disallowed in whole or in part as a deductible
expense by the Internal Revenue Service, shall be reimbursed by such officer to
the Corporation to the full extent of such disallowance. It shall be the duty
of the Board of Directors to enforce payment of each amount disallowed. In
lieu of payment by the officer, subject to the determination of the Board of
Directors, proportionate amounts may be withheld from future compensation
payments due such officer until any amount owed to the Corporation by such
office has been recovered.
4.5 SURETY BONDS. In case the Board of Directors shall so require, any
officer or agent of the Corporation shall execute to the Corporation a bond in
such sum and with such surety or sureties as the Board of Directors may direct,
conditioned upon the faithful discharge of his duties.
4.6 CHAIRMAN OF THE BOARD. The Chairman of the Board, if one be chosen
and designated to act, shall be the Chief Executive Officer of the Corporation
and shall preside at all meetings of the Board of Directors, Executive
Committee and shareholders.
4.7 PRESIDENT. The President, subject to the superior authority of the
Chairman of the Board if one be chosen and designated to act, and subject to
the direction of the Board of Directors, shall have general charge of the
business, affairs, and property of the Corporation, and general supervision
over its officers and agents. In the absence of the Chairman of the Board, he
shall preside at meetings of the Board of Directors, Executive Committee and
shareholders, and he shall see that all orders and resolutions of the Board of
Directors and the Executive Committee are carried into effect. He may sign,
with any other officer thereunto duly authorized, certificates of shares of the
Corporation, the issuance of which shall have been duly authorized, and may
sign and execute in the name of the Corporation, deeds, mortgages, bonds,
contracts, agreements and other instruments duly authorized by the Board of
Directors, except in cases where the signing and execution thereof shall be
expressly delegated by the Board of Directors, to some other officer or agent.
From time to time he shall report to the Chairman of the Board if one be chosen
and designated to act, and to the Executive Committee all matters within his
knowledge which the interests of the Corporation may require to be brought to
their attention. He shall also perform such other duties as are given to him
by these Bylaws or as from time to time may be assigned to him by the Board of
Directors, or by the Chairman of the Board if one be chosen and designated to
act.
4.8 VICE PRESIDENTS. Each of the Vice Presidents shall have such powers
and do and perform such acts as from time to time may be designated or required
by the Board of Directors, the Executive Committee, the Chairman of the Board
or the President acting under such titles as may be designated to each of them
by the Board of Directors or the Executive Committee and may, in the absence of
the President, take any action otherwise authorized to be performed by the
President.
4.9 SECRETARY. The Secretary shall:
(a) Record all the proceedings of the meetings of the
shareholders, Board of Directors and Executive Committee in a book or
books to be kept for the purpose;
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(b) Cause all notices to be duly given in accordance with the
provisions of these Bylaws and as required by law;
(c) Whenever any committee shall be appointed in pursuance of a
resolution of the Board of Directors, furnish the Chairman of such
committee with a copy of such resolution;
(d) Be custodian of the records and of the seal of the Corporation
and cause such seal to be affixed to all instruments the execution of
which on behalf of the Corporation under its seal shall have been duly
authorized;
(e) See that the lists, books, reports, statements, certificates,
and other documents and records required by law and as requested by the
Board of Directors are properly kept and filed;
(f) Have charge of the stock books of the Corporation and cause
the stock and transfer books to be kept in such manner as to show at any
time the amount of shares of the Corporation issued and outstanding,
the names alphabetically arranged, and the addresses of the
shareholders of record thereof, the number of shares held by each, and
the date when each became such holder of record; and
(g) In general, perform all duties incident to the office of
Secretary and such other duties as are given to him by these Bylaws or
as from time to time may be assigned to him by the Board of Directors,
the Executive Committee, the Chairman of the Board, or the President.
4.10 ASSISTANT SECRETARY. At the request of the Secretary or in his
absence or disability, the Assistant Secretary shall have all the powers of and
be subject to all restrictions upon the Secretary. The Assistant Secretary
shall perform such other duties as from time to time may be assigned to him
respectively by the Board of Directors, the Executive Committee, the Chairman
of the Board, the President, or the Secretary.
4.11 ASSISTANT TO THE SECRETARY. The secretary may, with the consent of
the members of the Board of Directors, select an Assistant to the Secretary who
shall be authorized to perform such duties of the Secretary as may, from time
to time, be delegated to such person by the Secretary, but such person (if
selected) shall not be deemed to be an officer of the Corporation.
4.12 TREASURER. The Treasurer shall:
(a) Have charge of and supervision over and be responsible for the
funds, securities, receipts and disbursements of the Corporation;
(b) Cause the monies and other valuable effects of the Corporation
to be deposited in the name and to the credit of the Corporation in such
banks or trust
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companies or with such bankers or other depositories as shall be
selected by the Board of Directors, or to be otherwise dealt with in
such manner as the Board of Directors may direct;
(c) Cause the funds of the Corporation to be discharged by checks
or drafts upon the authorized depositories of the Corporation, same to
be drawn in the manner and by the officers as may be determined from
time to time by the Board of Directors or the Executive Committee, and
cause to be taken and preserved proper vouchers for all money disbursed;
(d) Render to the Board of Directors, the Executive Committee, the
Chairman of the Board or the President, whenever requested, a statement
of the financial condition of the Corporation and of all his
transactions as Treasurer.
(e) Cause to be kept at the principal office of the Corporation
correct books of account of all its business and transactions and
exhibit such books to any director or other person authorized by the
Board of Directors or by law to inspect the same upon application at
such office during business hours; and,
(f) In general, perform all duties incident to the office of
Treasurer and such other duties as are given to him by these Bylaws or
as from time to time may be assigned to him by the Board of Directors,
the Executive Committee, the Chairman of the Board or the President.
4.13 ASSISTANT TREASURER. At the request of the Treasurer or in his
absence or disability, the Assistant Treasurer shall perform all duties of the
Treasurer, and when so acting, shall have all powers of and be subject to all
restrictions upon the Treasurer. The Assistant Treasurer shall perform such
other duties as from time to time may be assigned to him by the Board of
Directors, the Executive Committee, the Chairman of the Board, the President,
or the Treasurer.
4.14 ASSISTANT TO THE TREASURER. The Treasurer may, with the consent of
the members of the Board of Directors, select an Assistant to the Treasurer who
shall be authorized to perform such duties of the Secretary as may, from time
to time, be delegated to such person by the Treasurer but such person (if
selected) shall not be deemed to be an officer of the Corporation.
ARTICLE V - INDEMNIFICATION OF OFFICERS AND DIRECTORS
5.1 INDEMNIFICATION.
(a) When authorized in accordance with Section 5.1(c) hereof, the
Corporation shall indemnify any person who was or is a party or
threatened to be made party to any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the
Corporation) by reason of the fact that such person is or was a
director or officer of the Corporation, or is or was serving at the
request of the Corporation as a director or officer, of another
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corporation, 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 which such person reasonably
believed to be in or not opposed to the best interest of the
Corporation, and, with respect to any criminal action or proceeding,
had no reasonable cause to believe such 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 interest of the
Corporation, nor, with respect to any criminal action or proceeding,
that the person had reasonably cause to believe that such conduct was
unlawful.
(b) When authorized in accordance with Section 5.1(c) hereof, 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
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 or officer, of the Corporation, or is or was serving at the
request of the Corporation as a director or officer 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
which such person reasonably believed to be in or not opposed to the
best interest 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 circumstances of the case, such person is
fairly and reasonably entitled to indemnity for such expenses which such
court shall deem proper.
(c) Any indemnification under Section 5.1(a) or (b) hereof (unless
ordered by the court) shall be made by the Corporation only as
authorized in a specific case upon a determination that indemnification
of the director or officer is proper in the circumstances because such
person has met the applicable standards of conduct set forth in Section
5.1(a) or (b) hereof. Such determination shall be made:
1. By the Board of Directors, by a majority vote of a quorum
consisting of directors who were not parties to such action, suit
or proceedings, 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 shareholders of the Corporation.
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(d) To the extent that such a director or officer has been
successful on the merits or otherwise in defense of any action, suit or
proceeding referred to in Sections 5.1(a) or (b), or in defense of any
claim, issue or matter therein, such person shall be indemnified by the
Corporation against expenses (including attorneys' fees) actually and
reasonable incurred by such person in connection therewith.
(e) Expenses (including attorneys' fees) incurred in defending a
civil or criminal action, suit or proceedings may be paid by the
Corporation in advance of the final disposition of such action, suit or
proceeding as authorized in the manner provided in Section 5.1(c) upon
receipt of an undertaking by or on behalf of the director or officer to
repay such amount unless it shall ultimately be determined that such
person is entitled to be indemnified by the Corporation as authorized in
this Section 5.1.
(f) The indemnification provided by this Section 5.1 shall
continue as to a person who has ceased to be a director or officer and
shall insure to the benefit of the heirs, executors and administrators
of such person.
(g) The powers and duties of the Corporation to indemnify any
person under this section shall apply with equal force whether an
action, suit, or proceedings is threatened or commenced in the state of
incorporation or outside the state.
5.2 FURTHER INDEMNIFICATION. If now or hereafter the laws of this State
shall so permit, any director or officer of the Corporation who is then serving
or who has theretofore served in such capacity shall further be entitled to all
additional indemnification or reimbursement from the Corporation to the full
extent permitted by applicable laws, for his damages and so much of his
expenses of defense, including attorneys' fees, which are actually incurred in
the defense of any suit or action, criminal or civil, seeking to establish such
officer's or director's liability arising out of his alleged dereliction of
duty to the Corporation.
5.3 PROCEDURE. Any officer or director seeking indemnification hereunder
shall follow such prescribed procedures as the Board of Directors of the
Corporation and applicable laws shall require.
ARTICLE VI - CAPITAL STOCK
6.1 CERTIFICATES OF SHARES. The shares of the Corporation shall be
represented by certificates, numbered and with the seal of the Corporation
affixed (or a facsimile thereof), signed by the President or a Vice President
and the Secretary or an Assistant Secretary. If such certificate is
countersigned by a transfer agent or registered by a registrar, other than the
Corporation itself or an employee of the Corporation, the signature of the
Corporation's officers may be facsimiles.
6.2 LOST CERTIFICATES. The Board of Directors may direct a new
certificate or certificates to be issued in place of any certificate or
certificates theretofore issued by the Corporation
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alleged to have been lost or destroyed, upon the making of an affidavit of
that fact by the person claiming the certificate of shares to be lost or
destroyed. When authorizing such issue of a new certificate or certificates,
the Board of Directors may, in its discretion and as a condition precedent to
the issuance thereof, prescribe such terms and conditions as it deems
expedient and may require such indemnities as it deems adequate to protect
the Corporation from and against any claim that may be made against it with
respect to the certificate alleged to have been lost or destroyed.
6.3 TRANSFER OF SHARES. The shares of the Corporation shall be
transferable only upon its books by the holders thereof in person or by their
duly authorized attorneys or legal representatives. Subject to valid transfer
restrictions and to stop transfer orders directed in good faith by the
Corporation to any transfer agent to prevent possible violations of Federal or
state securities laws, rules or regulations, upon surrender to the Corporation
of the old certificates by the delivery thereof to the person in charge of the
stock and transfer books and ledgers, or to such other person as the directors
may designate, the old certificates shall be canceled, and new certificates
shall thereupon be issued. A record shall be made of each transfer. Transfers
of shares shall be by appropriate endorsement as provided by applicable laws.
ARTICLE VII - PREEMPTIVE RIGHTS
7.1 STATUS OF PREEMPTIVE RIGHTS OF SHAREHOLDERS. Shareholders of the
Corporation shall not have any preemptive rights to subscribe for or purchase
any of the Corporation's unissued or treasury shares.
ARTICLE VIII - CORPORATE SEAL
8.1 CORPORATION TO USE SEAL. The Corporation shall have a seal bearing
the name of the Corporation which shall be in the form affixed to the
Certificate of Adoption of these Bylaws attached hereto.
8.2 USE OF SEAL. The seal of the Corporation may be affixed to any
official documents of the Corporation.
ARTICLE IX - MISCELLANEOUS PROVISIONS
9.1 CHECKS, DRAFTS, NOTES. All checks, drafts or other orders for the
payment of money, notes or other evidence of indebtedness issued in the name of
the Corporation shall be signed by such officer or officers, agent or agents of
the Corporation, and in such manner as shall, from time to time, be determined
by resolution of the Board of Directors.
9.2 NOTICE AND WAIVER OF NOTICE. Whenever any notice required by these
Bylaws is to be given, personal notice is not meant unless expressly so stated;
and any notice so required shall be deemed to be sufficient if given by
depositing the same in a post office in a sealed, prepaid wrapper, addressed to
the person entitled thereto at his last known address, and such notice shall be
deemed to have been given on the day of such mailing. Any notice required to
be given by
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these Bylaws may be waived by the person entitled to receive notice of any
meeting except as otherwise provided by law.
ARTICLE X - METHOD OF AMENDING BYLAWS
10.1 AMENDMENT. The Board of Directors, by the affirmative vote of a
majority of the authorized membership of the Board of Directors of the
Corporation, may at any meeting, provided the substance of the proposed
amendment shall have been stated in the notice of the meeting, amend or alter,
repeal, or change any of these Bylaws without any action on the part of the
shareholders.
CERTIFICATE OF ADOPTION
The foregoing Bylaws of the Corporation have been adopted this 23rd day of
January, 1997, by action of the Board of Directors of the Corporation pursuant
to the laws of this State.
IN TESTIMONY THEREOF, witness the hand of the undersigned as Secretary of
the Corporation on such date.
/s/ Johnelle Hunt
----------------------------------
Johnelle Hunt
Secretary
(SEAL)
APPROVED:
/s/ Wayne Garrison
- ----------------------------------
Wayne Garrison
Chairman
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