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SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 8-B
FOR REGISTRATION OF SECURITIES OF CERTAIN
SUCCESSOR ISSUERS PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
CORRECTIONS CORPORATION OF AMERICA
(Exact name of registrant as specified in its charter)
Tennessee 62-1156308
(State of incorporation or organization) (I.R.S. Employer Identification Number)
102 Woodmont Boulevard
Nashville, Tennessee 37205
(Address of principal executive offices) (Zip Code)
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(b) OF ACT:
Title of each class Name of each exchange
to be so registered on which each class is
----------------------------- to be registered
Common Stock, $1.00 Par Value -------------------------
New York Stock Exchange
Title of each class Name of each exchange
to be so registered on which each class is
---------------------------------- to be registered
Warrants to Purchase Common Stock, ------------------------
$1.00 par value New York Stock Exchange
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
None
(Title of Class)
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ITEM 1. GENERAL INFORMATION
(a) The Registrant was organized as a Tennessee corporation on May
5, 1997 as CCA of Tennessee, Inc. The Registrant amended its
Charter on May 14, 1997, whereby its name was changed to
Corrections Corporation of America.
(b) The Registrant's fiscal year ends on December 31.
ITEM 2. TRANSACTION OF SUCCESSION
(a) Corrections Corporation of America, a Delaware corporation ("CCA
Delaware") is the predecessor of the Registrant. CCA Delaware had
securities registered pursuant to Section 12(b) of the Act.
(b) The transaction of succession (the "Merger") was accomplished by
merging CCA Delaware with and into the Registrant, a newly-formed
Tennessee corporation, pursuant to the terms of an Agreement and Plan
of Merger, dated May 12, 1997 (the "Merger Agreement"). The Registrant
was incorporated in Tennessee on May 5, 1997 specifically for the
purpose of implementing the Merger and had conducted no business and
had no material assets or liabilities prior to the Merger. CCA Delaware
has ceased to exist under Delaware law and the Registrant continues to
operate the business of CCA Delaware under the name Corrections
Corporation of America. Under the Merger Agreement, each outstanding
share of CCA Delaware's common stock, $1.00 par value per share, was
automatically converted into one share of the Registrant's common
stock, par value $1.00 per share (the "Common Share"), upon the
effective time of the Merger. The Merger did not result in any change
in CCA Delaware's business, assets or liabilities and did not result in
any relocation of management or other employees. For financial
reporting and federal income tax purposes, the Registrant is considered
to be the same reporting person and the same taxpayer as CCA Delaware.
In addition to the Common Stock to be registered, the charter of the
Registrant authorizes the Registrant to issue up to one million
(1,000,000) shares of Preferred Stock, par value $1.00 per share.
ITEM 3. SECURITIES TO BE REGISTERED
The total number of shares of Common Stock which the Registrant has authority to
issue is one hundred fifty million (150,000,000) shares, par value $1.00 per
share. There are presently approximately 76,099,329 shares of Common Stock
issued and outstanding, and no shares of Preferred Stock issued and outstanding.
Presently there are no shares of Common Stock issued which are held by or for
the account of the Registrant.
CCA Delaware issued Warrants at various times since 1992 for the purchase of its
Common Stock (the "Warrants"). There are presently approximately 5,178,341
Warrants issued and outstanding and
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holders of such Warrants may exercise those Warrants and receive the Common
Stock of the Registrant.
ITEM 4. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED
COMMON STOCK
The description of the Registrant's Common Stock, set forth below does not
purport to be complete and is qualified in its entirety by reference to the
Registrant's Charter, as amended, and Bylaws.
All issued and outstanding shares of Common Stock are fully paid and
nonassessable. Subject to the preferential rights of any shares or series of
Preferred Stock, holders of shares of Common Stock are entitled to receive
dividends on Common Stock if, as and when authorized and declared by the Board
of Directors of the Registrant out of assets legally available therefor and to
share ratably in the assets of the Registrant legally available for distribution
to its shareholders in the event of its liquidation, dissolution or winding-up
after payment of, or adequate provision for, all known debts and liabilities of
the Registrant.
Subject to the provisions of the Registrant's Charter, each outstanding share of
Common Stock entitles the holder to one vote on all matters submitted to a vote
of shareholders, including the election of directors, and except as provided
with respect to any other class or series of stock, the holders of Common Stock
will possess exclusive voting power. There is no cumulative voting in the
election of directors, which means that the holders of a majority of the
outstanding shares of Common Stock can, subject to any rights of holders of
Preferred Stock, elect all of the directors then standing for election, and the
holders of the remaining shares of Common Stock will not be able to elect any
directors.
All shares of Common Stock have equal dividend, distribution, liquidation and
other rights, and have no preferences, appraisal or exchange rights. Except for
Sodexho S.A., holders of Common Stock have no conversion, sinking fund or
redemption rights, or preemptive rights to subscribe for any securities of the
Registrant.
Pursuant to the Tennessee Business Corporation Act ("TBCA"), the Corporation
generally cannot dissolve, amend its Charter, merge, sell all or substantially
all of its assets, engage in a share exchange or engage in similar transactions
outside the ordinary course of business unless approved by the Board of
Directors and the affirmative vote of holders of shares entitled to cast a
majority of all the votes or titled to be cast on such matters.
WARRANTS
For a description of the Registrant's Warrants, reference is made to Form 8-A
filed with the Securities and Exchange Commission by CCA Delaware in December
1994.
SUBJECT TO PREFERRED STOCK PREFERENCES
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The Registrant's Charter authorizes the Board of Directors to issue up to one
million (1,000,000) shares of Preferred Stock ("Preferred Stock"), from time to
time, in one or more series, each such series to be so designated as to
distinguish the shares thereof from the shares of all other series and classes.
The Board of Directors is vested with the authority to divide any or all classes
of Preferred Stock into series and to fix and determine the relative rights and
preferences of the shares of any series so established. Such terms may provide
the holders of any Preferred Stock or any series thereof rights to receive
dividends and payment on liquidation of the Registrant that are preferential to
the rights of holders of Common Stock and rights to vote with or separately
from, the holders of shares of Common Stock as to all or various specified
matters.
CERTAIN PROVISIONS OF TENNESSEE LAW
The following summary of certain provisions of the TBCA, does not purport to be
complete and is qualified in its entirety by reference to the TBCA.
Tennessee's Business Combination Act (the "Business Combination Act") provides
that a party owning 10% or more of stock in a "resident domestic corporation"
(such party is called an "interested stockholder") cannot engage in a business
combination with the resident domestic corporation unless the combination (i)
takes place at least five years after the interested stockholder first acquired
10% or more of the resident domestic corporation, and (ii) either (A) is
approved by at least two-thirds of the non-interested voting shares of the
resident domestic corporation or (B) satisfies certain fairness conditions
specified in the Business Combination Act.
These provisions apply unless one of two events occurs. A business combination
with an entity can proceed without delay when approved by the target
corporation's board of directors before that entity becomes an interested
stockholder, or the resident corporation may enact a charter amendment or bylaw
to remove itself entirely from the Business Combination Act. This charter
amendment or bylaw must be approved by a majority of the stockholders who have
held shares for more than one year prior to the vote. It may not take effect for
at least two years after the vote. The Registrant has not adopted a provision in
its Charter or Bylaws removing it from coverage under the Business Combination
Act.
The Business Combination Act further provides an exemption from liability for
officers and directors of resident domestic corporations who do not approve
proposed business combinations or charter amendments and bylaws removing their
corporations from the Business Combination Act's coverage as long as the
officers and directors act in "good faith belief" that the proposed business
combination would adversely affect their corporation's employees, customers,
suppliers, or the communities in which their corporation operates and such
factors are permitted to be considered by the board of directors under the
charter. The charter of the Tennessee Registrant does not provide for these
factors to be considered.
Control Share Acquisition: The Tennessee Control Share Acquisition Act (the
"TCSAA") strips a purchaser's shares of voting rights any time an acquisition of
shares in a Tennessee corporation brings the purchaser's voting power to each of
the one-fifth, one-third and a majority level of all voting power if such
corporation's charter or bylaws contain an election that shares of that
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corporation be governed by the TCSAA. The purchaser's voting rights can be
re-established only by an affirmative majority vote of the other stockholders.
The purchaser may demand a special meeting of stockholders to conduct such a
vote. The purchaser can demand such a meeting before acquiring a control share
(i.e., reaching any and each of the aforementioned levels of share ownership)
only if it holds at least 10% of outstanding shares and announces a good faith
intention to make the control share acquisition. A target corporation may elect
to redeem the purchaser's shares if the shares are not granted voting rights.
The TCSAA applies only to corporations that have adopted a provision in its
charter or bylaws expressly declaring that the TCSAA will apply. The Registrant
has adopted a provision in its Charter electing protection under the TCSAA which
may only be amended by the affirmative vote of at least eighty percent (80%) of
the total voting power of all shares of stock of the Registrant entitled to vote
in the election of directors.
ITEM 5. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements.
Not Applicable
(b) Exhibits.
EXHIBIT NO.
1.1 Definitive Proxy Statement for the Annual Meeting of
Stockholders of Corrections Corporation of America
held on May 13, 1997. This exhibit is incorporated by
reference pursuant to Rule 12b-32.
2.1 Agreement and Plan of Merger, dated May 12, 1997,
between the Registrant and Corrections Corporation of
America, a Delaware corporation. Exhibit has been
omitted pursuant to Exchange Act Rule 12b-31. It is
substantially identical to APPENDIX A to EXHIBIT
NO. 1.1 hereto, differing only in that APPENDIX B to
EXHIBIT NO. 1.1 had not been signed and dated.
2.2 Articles of Merger of Corrections Corporation of
America, a Delaware corporation, into Registrant,
dated May 13, 1997.
3.1 Charter of Registrant, as amended.
3.2 Bylaws of Registrant.
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99 Registration Statement on Form S-3 of Corrections
Corporation of America effective May 31, 1996. This
exhibit is incorporated by reference pursuant to
Rule 12b-32.
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SIGNATURE
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.
CORRECTIONS CORPORATION OF AMERICA
Date: July 10, 1997 By: /s/ Darrell K. Massengale
-------------------------
Darrell K. Massengale, Chief Financial
Officer
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Exhibit 2.2
ARTICLES OF MERGER
OF
CORRECTIONS CORPORATION OF AMERICA
A DELAWARE CORPORATION
INTO
CCA OF TENNESSEE, INC.,
A TENNESSEE CORPORATION
Pursuant to the provisions of Section 48-21-105 of the Tennessee
Business Corporation Act, the undersigned domestic and foreign corporations
adopt the following Articles of Merger:
1. The names of the corporations participating in the merger and the
States under the laws of which such corporations are organized are as follows:
Name of Corporation State of Incorporation
------------------- ----------------------
Corrections Corporation of America Delaware
CCA of Tennessee, Inc. Tennessee
2. The Agreement and Plan of Merger (the "Agreement and "Plan of
Merger") between Corrections Corporation of America (the "Merging Corporation")
and CCA of Tennessee, Inc. (the "Surviving Corporation") is set forth on the
attached Exhibit A.
3. The name of the Surviving Corporation is CCA of Tennessee, Inc.,
which shall herewith be changed to Corrections Corporation of America, a
Tennessee corporation.
4. As to the Merging Corporation, the Agreement and Plan of Merger was
duly adopted by the stockholders at a meeting held on May 13, 1997.
5. As to the Surviving Corporation, the Agreement and Plan of Merger
was duly adopted by written consent of the sole shareholder on May 12, 1997.
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6. The merger is to be effective upon filing of these articles of
merger by the Secretary of State.
7. (a) Simultaneous with the filing of these Articles of Merger, the
charter of the Surviving Corporation shall be amended as follows:
The name of the Corporation currently identified as CCA of
Tennessee, Inc. in Paragraph 1 of the charter shall be deleted, and in lieu
thereof Corrections Corporation of America shall be inserted as the new
name of the Corporation; and
(b) Immediately following the filing of these Articles of Merger,
the charter of the surviving Corporation shall be amended by adding a new
Paragraph 10 that shall read as follows:
"The Corporation hereby elects to be governed by the provisions of
the Tennessee Control Share Act, Tenn. Code Ann. 48-103-301, et. seq., as
amended. The vote of shareholders required to alter, amend, or repeal this
Paragraph 10, or to alter, amend, or repeal any other section of this Charter in
any respect which would or might have the effect, direct or indirect, of
modifying, permitting any action inconsistent with, or permitted circumvention
of this Paragraph 10, shall be by the affirmative vote of at least eighty
percent (80%) of the total voting power of all shares of stock of the
corporation entitled to vote in the election of directors, considered for the
purpose of this Paragraph 10 as one class."
Dated: May 13, 1997.
CORRECTIONS CORPORATION OF AMERICA.
By: /s/ Doctor R. Crants
-------------------------------
Title: Chairman
CCA OF TENNESSEE, INC.
By: /s/ Doctor R. Crants
-------------------------------
Title: Chairman
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Exhibit 3.1
CHARTER
OF
CORRECTIONS CORPORATION OF AMERICA
The undersigned, acting as the incorporator of a corporation under the
Tennessee Business Corporation Act, adopts the following charter for such
corporation:
1. The name of the Corporation is Corrections Corporation of America
(hereinafter called the "Corporation")
2. The Corporation is for profit.
3. The street address of the Corporation's principal office is:
102 Woodmont Blvd., Suite 800
Nashville, Tennessee 37205
County of Davidson
4. (a) The name of the Corporation's initial registered agent is Linda G.
Cooper.
(b) The street address of the Corporation's initial registered office
in Tennessee is:
102 Woodmont Blvd., Suite 800
Nashville, Tennessee 37205
County of Davidson
5. The name and address of the incorporator is:
Elizabeth E. Moore
424 Church Street
Suite 2800
Nashville, Tennessee 37219
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6. The Corporation is authorized to issue two classes of shares of stock to
be designated, respectively, "Common Stock" and "Preferred Stock." The total
number of shares which the Corporation shall have authority to issue is One
Hundred Fifty-One Million (151,000,000) shares, consisting of One Hundred Fifty
Million (150,000,000) shares of Common Stock having One Dollar ($1.00) par value
per share ("Common Stock") and One Million (1,000,000) shares of Preferred Stock
having One Dollar ($1.00) par value per share ("Preferred Stock"). The shares of
Preferred Stock may be issued from time to time in one or more series, each such
series to be so designated as to distinguish the shares thereof from the shares
of all other series and classes. The Board of Directors is hereby vested with
the authority to divide any or all classes of Preferred Stock into series and to
fix and determine the relative rights and preferences of the shares of any
series so established.
7. The Corporation hereby elects to be governed by the provisions of the
Tennessee Control Share Act, Tenn. Code Ann. 48-103-301 et. seq., as amended.
The vote of shareholders required to alter, amend or repeal this Paragraph 7, or
to alter, amend or repeal any other section of the Charter in any respect which
would or might have the effect, direct or indirect, of modifying, permitting any
action inconsistent with, or permitting circumvention of this Paragraph 7, shall
be by the affirmative vote of at least eighty percent (80%) of the total voting
power of all shares of stock of the Corporation entitled to vote in the election
of directors, considered for purposes of this Paragraph as one class.
8. The Corporation reserves the right to amend, alter, change or repeal any
provision contained in this Charter in the manner now or hereafter prescribed by
the laws of the State of Tennessee. All rights herein conferred to the
shareholders are granted subject to this reservation.
9. The purpose for which the Corporation is organized is to engage in any
lawful act or activity for which corporations may be organized under the laws of
the State of Tennessee.
10. To the fullest extent permitted by the Tennessee Business Corporation
Act as in effect on the date hereof and as hereafter amended from time to time,
a director of the corporation shall not be liable to the corporation or its
shareholders for monetary damages for breach of fiduciary duty as a director. If
the Tennessee Business Corporation Act or any successor statute is amended after
adoption of this provision to authorize corporate action further eliminating or
limiting the personal liability of directors, then the liability of a director
of the corporation shall be eliminated or limited to the fullest extent
permitted by the Tennessee Business Corporation Act, as so amended from time to
time. Any repeal or modification of this Paragraph 10 by the shareholders of the
corporation shall not adversely affect any right or protection of a director of
the corporation existing at the time of such repeal or modification with respect
to events occurring prior to such time.
2
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Exhibit 3.2
BYLAWS
OF
CORRECTIONS CORPORATION OF AMERICA
ARTICLE I
NAME
The affairs of the corporation (the "Corporation") shall be conducted using
the name Corrections Corporation of America ("CCA"), or such other name or names
as the board of directors may from time to time authorize.
ARTICLE II
MEETINGS
Section 1. Annual Meetings. An annual meeting of shareholders for the
purposes of electing directors and transacting such other business as may
properly come before the meeting shall be held within three (3) months of the
last day of the fiscal year at 10:00 a.m., or on such other date or at such
other time, or both, as shall be designated from time to time by the Board of
Directors, the Chairman of the Board, or the President.
Section 2. Special Meetings. A special meeting of shareholders may be
called for any purpose or purposes by the Board of Directors, the Chairman of
the Board, or the President.
Section 3. Place of Meetings. Annual and special meetings of shareholders
shall be held at the principal office of the Corporation or at such other place,
either within or without the State of Tennessee, as the Board of Directors, the
Chairman of the Board, or the President shall designate.
Section 4. Notice of Meetings. Notice stating the date, time, and place of
the meeting, and, in the case of a special meeting, the purpose or purposes for
which the meeting is being called, shall be provided to each shareholder
entitled to vote at such meeting no fewer than ten (10) days nor more than two
(2) months before the date of such meeting. In the case of special meetings of
shareholders, the notice of meeting shall include the purpose or purposes for
which
Bylaws - 1
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the meeting is being called. Notice may be in writing, or oral if reasonable in
the circumstance, and notice shall be deemed provided when received or, if
mailed, when deposited in the United States mail addressed to the shareholder at
his or her address as it appears in the Corporation's current record of
shareholders, with first class postage affixed thereon. When a meeting is
adjourned to another date, time, or place, it shall not be necessary to provide
any notice of the adjourned meeting if the new date, time, or place to which the
meeting is adjourned is announced at the meeting at which the adjournment is
taken, and at the adjourned meeting any business may be transacted that might
have been transacted at the original meeting. If after the adjournment, however,
the Board of Directors fixes a new record date for the adjourned meeting
pursuant to Section 9 of this Article II, a new notice of the adjourned meeting
shall be provided.
Section 5. Waiver of Notice. A shareholder may waive in writing any notice
required by these Bylaws, provided that the waiver must be signed by the
shareholder entitled to the notice and must be delivered to the Corporation for
inclusion in the minutes or for filing with the corporate records. A
shareholder's attendance at a meeting (i) waives objection to lack of notice or
defective notice of the meeting unless the shareholder at the beginning of the
meeting (or promptly upon his or her arrival) objects to holding the meeting or
transacting business at the meeting and (ii) 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.
Section 6. Quorum and Voting. The holders of a majority of shares entitled
to vote, whether present in person or represented by proxy, shall constitute a
quorum. Once a share is represented for any purpose at a meeting, the holder of
such share is deemed present for quorum purposes for the remainder of the
meeting and for any adjournment of that meeting, unless a new record date is or
must be set for the adjourned meeting. A meeting may be adjourned despite the
absence of a quorum. If a quorum exists, action on a matter, other than the
election of directors, is approved by the shareholders if the votes cast
favoring the action exceeds the votes cast opposing the action.
Section 7. Proxies. A shareholder may vote his or her shares in person or
by proxy and may appoint a proxy to vote or otherwise act for him or her by
signing a proxy or other appointment form, either personally or by his or her
attorney-in-fact. An appointment of a proxy is effective when received by the
Secretary or other officer or agent of the Corporation authorized to tabulate
votes. An appointment is valid for eleven (11) months unless another period is
expressly provided in the proxy or other appointment form. An appointment of a
proxy is revocable by the shareholder unless the proxy or other appointment form
conspicuously states that it is irrevocable and the appointment is coupled with
an interest, as provided in the Tennessee Business Corporation Act.
Section 8. Action Without a Meeting. Any action required or permitted to be
taken at a meeting of the shareholders may be taken without a meeting. If all
shareholders entitled to vote
Bylaws - 2
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on the action consent to taking such action without a meeting, the affirmative
vote of the number of shares that would be necessary to authorize or take such
action at a meeting is the act of the shareholders. The action must be evidenced
by one (1) or more written consents describing the action taken, signed by each
shareholder entitled to vote on the action in one (1) or more counterparts, and
indicating each shareholder's vote or abstention on the action, and such written
consent or consents must be delivered to the Corporation for inclusion in the
minutes or for filing with the corporate records. A consent effected as provided
in this section shall have the effect of a meeting vote and may be described as
such in any document.
Section 9. Record Date. For the purpose of determining the shareholders
entitled to notice of or entitled to vote at any meeting of shareholders, or for
the purpose of determining the shareholders entitled to receive payment of any
dividend, or in order to make a determination of shareholders for any other
purpose, the Board of Directors may fix a future date as the record date for
such purpose, provided that such record date shall not be more than seventy (70)
days before the meeting or action requiring a determination of shareholders. If
no record date is fixed by the Board of Directors: (i) the record date shall be
at the close of business on the day next preceding the day on which notice of
the meeting is given, or, if notice is waived, at the close of business on the
eleventh day next preceding the day on which such meeting is held; (ii) the
record date for the determination of shareholders entitled to consent to an
action in writing without a meeting shall be at the close of business on the
eleventh day next preceding the date on which the first shareholder, being
entitled so to do, signs such a consent; and (iii) the record date for the
determination of shareholders for any other purpose shall be at the close of
business on the date on which the Board of Directors adopts the resolution or
resolutions relating thereto. A determination of shareholders entitled to notice
of or to vote at a shareholders' meeting is effective for any adjournment of the
meeting unless the Board of Directors fixes a new record date, which it shall do
if the meeting is adjourned to a date more than four (4) months after the date
fixed for the original meeting.
Section 10. List of Shareholders. After a record date has been fixed for a
meeting, the Secretary shall prepare or cause to be prepared a complete list of
the shareholders entitled to notice of the meeting, arranged in alphabetical
order by class of stock and series, if any, and showing the address of each
shareholder and the number of shares registered in the name of the shareholder.
The shareholders' list shall be available for inspection by any shareholder,
beginning two (2) business days after notice of the meeting is given for which
the list was prepared and continuing through the meeting, at the Corporation's
principal office or at the place identified in the meeting notice in the city
where the meeting will be held. If the right to vote at any meeting is
challenged, the person presiding thereat may rely on such list as evidence of
the right of the person challenged to vote at such meeting.
Bylaws - 3
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ARTICLE III
DIRECTORS
Section 1. Management. All corporate powers shall be exercised by or under
the authority of, and the business and affairs of the Corporation managed under
the direction of, the Board of Directors.
Section 2. Number. The number of directors, which shall not be less than
three (3), of the Corporation shall be as fixed from time to time by the Board
of Directors by a vote of two-thirds of the whole Board.
Section 3. Election and Term of Office. Except in the case of the filling
of vacancies, directors shall be elected at the annual meeting of shareholders
by a plurality of the votes cast by shareholders entitled to vote in the
election, a quorum being present. Each director, including a director elected to
fill a vacancy, shall hold office until the next annual meeting of shareholders
and until his or her successor is elected and qualified, or until his or her
earlier death, resignation, or removal.
Section 4. Resignation. Any director may resign at any time by delivering
written notice to the Board of Directors, the Chairman of the Board, the
President, or the Corporation. A resignation shall be effective when notice
thereof is so delivered, unless the notice specifies a later effective date.
Section 5. Removal. One or more directors may be removed with or without
cause by a vote of sixty-six and two-thirds percent (66 2/3%) of the
shareholders or with cause by a vote of a majority of the number of directors
then prescribed. A director may be removed only at a meeting called for the
purpose, and the notice of the meeting must state that the purpose, or one (1)
of the purposes, of the meeting is the removal of a director or directors.
Section 6. Annual and Other Regular Meetings. An annual meeting of the
Board of Directors shall be held immediately following the annual meeting of
shareholders, at the place of such annual meeting of shareholders. The Board of
Directors may provide for the holding of other regular meetings of the Board of
Directors, and may fix the dates, times, and places thereof.
Section 7. Special Meetings. A special meeting of the Board of Directors
shall be held whenever called by the Chairman of the Board, the President, or
any two (2) directors, at such date, time, and place as may be specified by the
person or persons calling the meeting.
Section 8. Notice. Notice of an annual or other regular meeting of the
Board of Directors need not be provided. Notice stating the date, time, and
place of any special meeting of the Board of Directors shall be provided to each
director in writing, or it may be provided orally if
Bylaws - 4
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reasonable in the circumstances, no fewer than two (2) days before such meeting.
Notice shall be deemed provided when received or, if mailed, five (5) days after
it is deposited in the United States mail addressed to the director at his or
her address as it appears in the Corporation's current record of directors, with
first class postage affixed thereon. Notice of an adjourned meeting need not be
given if the time and place to which such meeting is adjourned are fixed at the
meeting at which the adjournment is taken and if the period of adjournment does
not exceed one (a) month in any one (1) adjournment. At the adjourned meeting,
the Board of Directors may transact any business that might have been transacted
at the original meeting.
Section 9. Waiver of Notice. A director may waive in writing any notice
required by these Bylaws, provided that the waiver must be signed by the
director entitled to the notice and must be filed with the minutes or corporate
records. A director's attendance at or participation in a meeting waives any
required notice to him of the meeting unless the director at the beginning of
the meeting (or promptly upon his or her arrival) objects to holding the meeting
or transacting business at the meeting and does not thereafter vote for or
assent to action taken at the meeting.
Section 10. Quorum and Voting. A majority of the number of directors then
in office shall constitute a quorum for the transaction of business, provided
that at no time shall a quorum consist of fewer than one-third (1/3) of the
number of directors then prescribed. If a quorum is present when a vote is
taken, the affirmative vote of a majority of directors present is the act of the
Board of Directors. A director who is present at a meeting of the Board of
Directors when corporate action is taken is deemed to have assented to the
action taken unless: (i) the director objects at the beginning of the meeting
(or promptly upon his or her arrival) to holding the meeting or transacting
business at the meeting; (ii) the director's dissent or abstention from the
action taken is entered in the minutes of the meeting; or (iii) the director
delivers written notice of his or her dissent or abstention to the presiding
officer of the meeting before its adjournment or to the Corporation immediately
after adjournment of the meeting. The right of dissent or abstention is not
available to a director who votes in favor of the action taken.
Section 11. Telephone Meetings. Any or all directors may participate in a
meeting of the Board of Directors by use of conference telephone or similar
communications equipment by means of which all persons participating in the
meeting may simultaneously hear each other during the meeting, and participation
in such a meeting shall constitute presence in person at such a meeting.
Section 12. Action Without a Meeting. Any action required or permitted to
be taken at a meeting of the Board of Directors may be taken without a meeting
if all directors consent to taking such action without a meeting. The
affirmative vote of the number of directors that would be necessary to authorize
or take such action at a meeting is the act of the Board of Directors. The
action must be evidenced by one (1) or more written consents describing the
action taken, signed by each director in one (1) or more counterparts, and
indicating each director's vote or abstention on the action, and such written
consent or consents shall be included in the minutes or filed with the corporate
records reflecting the action taken. Any action taken under this section shall
be
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effective when the last director signs the consent, unless the consent specifies
a different effective date. A consent effected as provided in this section shall
have the effect of a meeting vote and may be described as such in any document.
Section 13. Executive Committee. The Board of Directors, by the vote of a
majority of the directors then in office, may create an Executive Committee of
the Board of Directors consisting of one (1) or more directors, who shall serve
at the pleasure of the Board of Directors. Subject to any specific directions or
restrictions given by the Board of Directors, the Executive Committee may
exercise all the authority of the Board of Directors, except that the Executive
Committee may not: (i) authorize distributions to shareholders, except according
to a formula or method prescribed by the Board of Directors; (ii) approve or
propose to the shareholders action that the Tennessee Business Corporation Act
requires to be approved by shareholders; (iii) fill vacancies on the Board of
Directors or on any committee of the Board of Directors; (iv) amend the Charter
of the Corporation pursuant to the provision of the Tennessee Business
Corporation Act allowing the amendment of corporate charters by boards of
directors; (v) amend or repeal these Bylaws or adopt new bylaws; (vi) approve a
plan of merger not requiring shareholder approval; (vii) authorize or approve
the reacquisition of shares, except according to a formula or method prescribed
by the Board of Directors; or (viii) authorize or approve the issuance or sale
or contract for sale of shares, or determine the designation and relative
rights, preferences, and limitations of a class or series of shares, except
within limits specifically prescribed by the Board of Directors. So far as
applicable, the provisions of Sections 7 through 12 of this Article III shall
apply to the Executive Committee as well as to the Board of Directors. The
Executive Committee shall report its acts and proceedings to the Board of
Directors at the next following regular meeting of the Board of Directors and at
such other time or times as the Board of Directors shall request.
Section 14. Other Committees. The Board of Directors, by the vote of a
majority of the directors then in office, may designate one or more committees
of the Board of Directors other than the Executive Committee, each such
committee to consist of one (1) or more directors, who shall serve at the
pleasure of the Board of Directors. Any such committee, to the extent specified
by the Board of Directors, may exercise the authority of the Board of Directors,
except that no such committee may exercise any authority forbidden to the
Executive Committee by Section 13 of this Article III. So far as applicable, the
provisions of Section 13 of this Article III shall apply to each such committee
as well as to the Executive Committee, whether or not there is an Executive
Committee.
Section 15. Reliance Upon Information, Opinions, Reports, or Statements. To
the full extent allowed by law, a director shall be, in the performance of his
or her duties, protected in relying in good faith upon information, opinions,
reports, or statements, including financial statements and other financial data,
if prepared or presented by (i) one or more officers or employees of the
Corporation whom the director reasonably believes to be reliable and competent
in the matters presented; (ii) legal counsel, public accountants, or other
persons as to matters the
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director reasonably believes are within the person's professional or expert
competence; or (iii) a committee of the Board of Directors of which he or she is
not a member if the director reasonably believes the committee merits
confidence.
ARTICLE IV
OFFICERS
Section 1. General. The Corporation shall have a Chairman of the Board,
Vice Chairman of the Board, President and a Secretary, and may have one or more
Vice Presidents, a Treasurer, and such other officers as may from time to time
be deemed advisable by the Board of Directors, the Chairman of the Board, or the
President. Any two (2) or more offices may be held by the same person, except
the offices of President and Secretary. The Chairman of the Board shall be the
chief executive officer of the Corporation. The Vice Chairman of the Board,
President, any Vice President, the Secretary, and the Treasurer shall be
appointed by the Board of Directors. Each other officer may be appointed by the
Board of Directors, the Chairman of the Board, or the President. Each officer
shall hold office until the meeting of the Board of Directors following the next
annual meeting of shareholders and until his or her successor has been appointed
and qualified, or until his or her earlier death, resignation, or removal. The
Chairman of the Board must be a director of the Corporation. Any other officer
may be, but is not required to be, a director of the Corporation. Each officer
shall have the authority and perform the duties set forth in these Bylaws or, to
the extent consistent with these Bylaws, the duties prescribed by the Board of
Directors or prescribed by an officer authorized by the Board of Directors to
prescribe the duties of other officers.
Section 2. Resignation. Any officer may resign at any time by delivering
notice to the Corporation. A resignation shall be effective when notice thereof
is so delivered, unless the notice specifies a later effective date.
Section 3. Removal. The Board of Directors may remove any officer at any
time with or without cause, and any officer appointed by another officer may be
removed likewise by such other officer.
Section 4. Vacancies. Any vacancy occurring in any office for any reason
may be filled by the Board of Directors or by an officer having the power of
appointment with respect to the office in question.
Section 5. Reliance Upon Information, Opinions, Reports, or Statements. To
the full extent allowed by law, an officer shall be, in the performance of his
or her duties, protected in relying in good faith upon information, opinions,
reports, or statements, including financial statements and other financial data,
if prepared or presented by (i) one or more officers or employees of the
Corporation whom the officer reasonably believes to be reliable and competent
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in the matters presented; or (ii) legal counsel, public accountants, or other
persons as to matters the officer reasonably believes are within the person's
professional or expert competence.
Section 6. Chairman of the Board. The Chairman of the Board, when present,
shall preside at all meeting of the Board of Directors. The Chairman of the
Board shall also perform such other duties and have such other powers as the
Board of Directors shall from time to time prescribe.
Section 7. Vice Chairman of the Board. The Vice Chairman of the Board shall
perform the duties of the Chairman of the Board in the event of the Chairman's
inability or refusal to act. The Vice Chairman of the Board shall perform such
other duties and have such other powers as the Board of Directors, the Chairman
of the Board, or the President may from time to time prescribe.
Section 8. President. The President may be, but is not required to be, the
chief executive officer of the Corporation. The President shall exercise general
supervision over the management of the business and affairs of the Corporation
and shall perform such other duties and have such other powers as the Board of
Directors, or the Chairman of the Board if he or she is the chief executive
officer, shall from time to time prescribe. In the absence of the Chairman of
the Board or in the event of his or her inability or refusal to act, the
President may perform the duties of the Chairman of the Board, and when so
acting shall have all the powers of and be subject to all the restrictions upon
the Chairman of the Board.
Section 9. Vice Presidents. In the absence of the President or in the event
of his or her inability or refusal to act, the Vice President, or in the event
there is more than one Vice President, the Vice Presidents in the order
designated, or in the absence of any designation, then in the order of their
appointment, may 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. Each Vice President shall also perform such other duties and have
such other powers as the Board of Directors or the President, or the Chairman of
the Board if he or she is the chief executive officer, may from time to time
prescribe.
Section 10. Secretary and Assistant Secretaries. The Secretary shall, when
possible, attend all meetings of the shareholders and all meetings of the Board
of Directors, shall prepare or supervise the preparation of minutes of the
proceedings of the shareholders, the Board of Directors, and the Executive
Committee and other committees, and shall keep such minutes, along with all
written consents to action without a meeting, in a book or books devoted to that
purpose. The Secretary shall be the officer primarily responsible for
authenticating records of the Corporation. The Secretary shall keep a record of
the shareholders of the Corporation, arranged alphabetically for class and
series, if any, giving the names and addresses of all shareholders and the
number of shares held by each, and shall cause such a list as of the appropriate
record date to be open for inspection prior to and at any meeting of
shareholders, as provided in Section 10 of
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Article II. The Secretary shall give, or cause to be given, notice of meetings
of the shareholders and special meetings of the Board of Directors. The
Secretary shall also perform such other duties as are generally performed by a
secretary of a Corporation and, in addition, shall perform such other duties and
have such other powers as the Board of Directors or the President, or the
Chairman of the Board if he or she is the chief executive officer, may from time
to time prescribe. Any Assistant Secretary may, in the absence of the Secretary
or in the event of his or her inability or refusal to act, perform the duties of
the Secretary, and when so acting shall have all the powers of and be subject to
all the restrictions upon the Secretary. Each Assistant Secretary shall also
perform such other duties and have such other powers as the Board of Directors,
the President, the Secretary, or the Chairman of the Board if he or she is the
chief executive officer, may from time to time prescribe.
Section 11. Treasurer and Assistant Treasurers. The Treasurer shall have
custody of the Corporation's funds and securities, shall keep or cause to be
kept full and accurate accounts of receipts and disbursements, and shall deposit
all monies 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.
The Treasurer shall disburse the funds of the Corporation as ordered by the
Board of Directors or by an officer authorized by the Board of Directors so to
order, taking proper vouchers for such disbursements, and shall render to the
Board of Directors, the Chairman of the Board, and the President an account of
all his or her transactions as Treasurer and of the financial condition of the
Corporation. The Treasurer shall also perform such other duties as are generally
performed by a treasurer of a Corporation and, in addition, shall perform such
other duties and have such other powers as the Board of Directors or the
President, or the Chairman of the Board if he or she is the chief executive
officer, may from time to time prescribe. Any Assistant Treasurer may, in the
absence of the Treasurer or in the event of his or her inability or refusal to
act, perform the duties of the Treasurer, and when so acting shall have all the
powers of and be subject to all the restrictions upon the Treasurer. Each
Assistant Treasurer shall also perform such other duties and have such other
powers as the Board of Directors, the President, the Treasurer, or the Chairman
of the Board if he or she is the chief executive officer, may from time to time
prescribe.
ARTICLE V
SHARES OF STOCK
Section 1. Certificates. Unless the Board of Directors authorizes the
issuance of some or all of the shares of the Corporation as uncertificated
shares, the shares of the Corporation shall be represented by certificates
signed on behalf of the Corporation by the Chairman of the Board, the President,
or a Vice President and by the Treasurer, an Assistant Treasurer, the Secretary,
or an Assistant Secretary. The certificates shall be in such form as shall be
approved by the Board of Directors and shall be numbered and registered in the
order issued. Each certificate shall
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include, as a minimum, the name of the Corporation and that the Corporation is
organized under the laws of the State of Tennessee, the name of the person to
whom issued, and the number and class of shares and the designation of the
series, if any, the certificate represents. The name of the person or entity
owning the shares, the number of shares, and the date of issue shall be entered
in the Corporation's books and on the certificate or its stub. Share
certificates exchanged or returned shall be cancelled by the Secretary and
placed in their original place in the stock book.
Section 2. Lost, Destroyed, or Stolen Certificates. The Corporation may
issue a new certificate in the place of any certificate previously issued and
alleged to have been lost, destroyed, or stolen, on production of such evidence
of loss, destruction, or theft as the Board of Directors may require. The Board
of Directors may require the owner of such lost, destroyed, or stolen
certificate, or his or her legal representative, to provide to the Corporation a
bond in such sum as the Board of Directors may direct, and with such surety or
sureties as may be satisfactory to the Board of Directors, to indemnify the
Corporation against any claims, loss, liability, or damage it may suffer on
account of issuing a new certificate.
Section 3. Transfers of Shares. Transfers of shares of the Corporation
shall be made on the stock transfer books of the Corporation only as permitted
in this section and only by the holder of record thereof, or by his or her duly
authorized attorney, upon surrender for cancellation of the certificate or
certificates representing such shares, with an assignment or power of transfer
endorsed thereon or delivered therewith, duly executed with such proof of the
authenticity of the signature and of authority to transfer as the Corporation
may require. The Corporation shall be entitled to treat the holder of record of
any share or shares as the absolute owner thereof for all purposes and,
accordingly, shall not be bound to recognize any legal, 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 expressly provided by law.
Section 4. Voting. The holders of the shares shall be entitled to vote for
each share of stock standing in their/its name.
ARTICLE VI
INDEMNIFICATION OF OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS
Section 1. General. The Corporation may indemnify any person authorized by
the Tennessee Business Corporation Act, as amended, in the manner and to the
extent set forth herein.
Section 2. 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 at the request of the
Corporation as a director, officer, partner, trustee, employee, or agent
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of another Corporation, partnership, joint venture, trust, employee benefit
plan, or other enterprise, against any liability asserted against him or
incurred by him in any such capacity or arising from 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 VI.
ARTICLE VII
FISCAL YEAR
The fiscal year of the Corporation shall be fixed by the Board of Directors
from time to time.
ARTICLE VIII
CORPORATE SEAL
The corporate seal, if any, shall be in such form as shall be approved from
time to time by the Board of Directors.
ARTICLE IX
AMENDMENTS
These Bylaws may be amended or repealed, and new Bylaws may be adopted, by
a majority vote of the Board of Directors or the shareholders.
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