FORM 8-B
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
REGISTRATION OF SECURITIES OF CERTAIN SUCCESSOR ISSUERS
Filed Pursuant to Section 12(b) or (g) of
The Securities Exchange Act of 1934
O&M Holding, Inc.*
(Exact name of registrant as specified in its charter)
Virginia 54-1701843
(State or other jurisdiction of (I.R.S.
Employerincorporation or organization) Identification No.)
4800 Cox Road, Glen Allen, Virginia 23060
(Address of principal executive offices) (zip code)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
Common Stock, $2.00 par value New York Stock Exchange
Preferred Stock Purchase Rights New York Stock Exchange
Securities to be registered pursuant to Section 12(g) of the Act:
Not Applicable
(Title of Class)
(Title of Class)
* Upon consummation of the share exchange in which the Common Stock
registered hereby will be issued, the Registrant's name will be changed
to Owens & Minor, Inc.
<PAGE>
Item 1. General Information.
(a) The Registrant was incorporated under the laws of the
Commonwealth of Virginia on December 20, 1993.
(b) The Registrant's fiscal year ends on December 31.
Item 2. Transaction of Succession.
(a) The Registrant's predecessor is Owens & Minor, Inc. ("O&M"),
the common stock of which is and will be at the time of
succession registered pursuant to Section 12(b) of the
Securities Exchange Act of 1934.
(b) The Registrant will become the publicly-held parent company
of O&M through a statutory share exchange (the "Exchange")
pursuant to which each outstanding share of common stock of
O&M will be exchanged for one share of common stock of the
Registrant.
Item 3. Securities to be Registered.
As of the date of this filing, there are 100 shares of the Registrant's
common stock authorized, 10 shares issued and outstanding and no shares
held by or for the account of the Registrant.
As of the effective time of the Exchange, there will be 200,000,000
shares of the Registrant's common stock authorized, approximately
20,448,000 shares issued and outstanding and no shares held by or for the
account of the Registrant.
Item 4. Description of Registrant's Securities to Be Registered.
A description of the Registrant's securities to be registered hereunder
is included under the headings "Comparison of Rights of Holders of O&M
Common Stock and O&M Holding Common Stock - Election of Directors, -
Voting Rights, - Dividends and - Liquidation" and "Creation of O&M
Holding - Rights Agreement" in the Proxy Statement/Prospectus included
in the Registration Statement on Form S-4 (File No. 33-52979) filed by
the Registrant with the Securities and Exchange Commission and is
incorporated herein by reference.
Item 5. Financial Statements and Exhibits.
(a) Financial Statements.
Not Applicable.
(b) Exhibits.
(2)(a) Agreement of Exchange, dated as of
December 22, 1993, as amended and
restated on March 31, 1994, by and
among the Registrant, O&M, Stuart
Medical, Inc. ("SMI") and the
principal shareholders of SMI
(incorporated herein by reference
to Annex III of the Proxy
Statement/Prospectus included in
Registrant's Registration Statement
on Form S-4 (File No. 33-52979 (the
"S-4 Registration Statement"))
(b) O&M and Registrant's Proxy
Statement/Prospectus (incorporated
herein by reference to the Proxy
Statement/Prospectus included in
the S-4 Registration Statement)
(3)(a) Amended and Restated Articles of
Incorporation of Registrant
(incorporated herein by reference
to Annex IV of the Proxy
Statement/Prospectus included in
the S-4 Registration Statement)
(b) Form of Amended and Restated Bylaws
of Registrant
(4)(a) Owens & Minor, Inc. $11.5 million,
0% subordinated note dated May 31,
1989, due May 31, 1997, between O&M
and Hygeia Ltd. (incorporated
herein by reference to O&M's Annual
Report on Form 10-K, exhibit 4(e),
for the year ended December 31,
1990)
(b) Owens & Minor, Inc. $3.5 million,
6.5% convertible subordinated
debenture dated May 31, 1989,
between O&M and Hygeia Ltd.
(incorporated herein by reference
to O&M's Annual Report on Form 10-
K, exhibit 4(f), for the year ended
December 31, 1990)
(c) Owens & Minor, Inc. $40 million
Credit Agreement dated as of
November 1, 1993 among O&M, Crestar
Bank and NationsBank of Virginia,
N.A. (incorporated herein by
reference to O&M's Annual Report on
Form 10-K, Exhibit 4(c), for the
year ended December 31, 1993)
(10)(a)Owens & Minor, Inc. Annual Incentive Plan (incorporated
herein
by reference to O&M's definitive Proxy Statement
dated March 25, 1991)
(b) 1985 Stock Option Plan as amended
on January 27, 1987 (incorporated
herein by reference to O&M's Annual
Report on Form 10-K, Exhibit 10(f),
for the year ended December 31,
1987)
(c) Owens & Minor, Inc. Pension Plan
(incorporated herein by reference
to O&M's Annual Report on Form 10-
K, Exhibit 10(h), for the year
ended December 31, 1990)
(d) Supplemental Executive Retirement
Plan dated July 1, 1991
(incorporated herein by reference
to O&M's Annual Report on Form 10-
K, Exhibit 10(i), for the year
ended December 31, 1991)
(e) Owens & Minor, Inc. Executive
Severance Agreements (incorporated
herein by reference to O&M's Annual
Report on Form 10-K, Exhibit 10(j),
for the year ended December 31,
1991)
(f) Owens & Minor, Inc. Directors'
Stock Option Plan (incorporated
herein by reference to O&M's Annual
Report on Form 10-K, Exhibit 10(k),
for the year ended December 31,
1991)
(g) Owens & Minor, Inc. 1993 Stock
Option Plan (incorporated herein by
reference to O&M's Annual Report on
Form 10-K, exhibit 10(k), for the
year ended December 31, 1993)
(h) Owens & Minor, Inc. Directors'
Compensation Plan (incorporated
herein by reference to O&M's Annual
Report on Form 10-K, exhibit 10(l),
for the year ended December 31,
1993)
(i) Form of Enhanced Authorized
Distribution Agency Agreement dated
as of November 16, 1993 by and
between Voluntary Hospitals of
America, Inc. and Owens & Minor,
Inc. (incorporated herein by
reference to O&M's Annual Report on
Form 10-K, exhibit 10(m), for the
year ended December 31, 1993).
(j) Agreement dated December 31, 1985
by and between Owens & Minor, Inc.
and G. Gilmer Minor, Jr.
(incorporated herein by reference
to O&M's Annual Report on Form 10-
K, exhibit 10(k), for the year
ended December 31, 1992)
(k) Agreement dated December 31, 1985
by and between Owens & Minor, Inc.
and Philip M. Minor (incorporated
herein by reference to O&M's Annual
Report on Form 10-K, exhibit 10(l),
for the year ended December 31,
1992)
(l) Agreement dated May 1, 1991 by and
between Owens & Minor, Inc. and W.
Frank Fife (incorporated herein by
reference to O&M's Annual Report on
Form 10-K, exhibit 10(m), for the
year ended December 31, 1992)
(11) Calculation of Net Income Per Share
(incorporated herein by reference to O&M's
Annual Report on Form 10-K, exhibit 11, for the
year ended December 31, 1993)
(21) Subsidiaries of Registrant (incorporated herein
by reference to O&M's Annual Report on Form 10-
K, exhibit 22, for the year ended December 31,
1993)
<PAGE>
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, thereunto duly
authorized.
(Registrant) O&M Holding, Inc.
Date: April 21, 1994
By: /s/ G. Gilmer Minor, III
G. Gilmer Minor, III
President
<PAGE>
Exhibit Index
Exhibit Number Page
3(b) Form of Amended and Restated Bylaws of 9
Registrant
<PAGE>
Exhibit 3(b)
AMENDED AND RESTATED
BYLAWS
OF
O&M HOLDING, INC.
ARTICLE I
Meetings of Shareholders
1.1 Places of Meetings. All meetings of the
shareholders shall be held at such place, either within or without the
Commonwealth of Virginia, as from time to time may be fixed by the Board
of Directors.
1.2 Annual Meetings. The annual meeting of the
shareholders, for the election of Directors and transaction of such other
business as may come before the meeting, shall be held in each year on
the fourth Tuesday in April, at 11:00 a.m., or on such other business day
that is not earlier than the first day of March and not later than the
last day of April, or at such other time, as shall be fixed by the Board
of Directors.
1.3 Special Meetings. A special meeting of the
shareholders for any purpose or purposes may be called at any time by the
Chairman of the Board, the President, or by a majority of the Board of
Directors. At a special meeting no business shall be transacted and no
corporate action shall be taken other than that stated in the notice of
the meeting.
1.4 Notice of Meetings. Written or printed notice
stating the place, day and hour of every meeting of the shareholders and,
in case of a special meeting, the purpose or purposes for which the
meeting is called, shall be mailed not less than ten nor more than sixty
days before the date of the meeting to each shareholder of record
entitled to vote at such meeting, at his address which appears in the
share transfer books of the Corporation. Such further notice shall be
given as may be required by law, but meetings may be held without notice
if all the shareholders entitled to vote at the meeting are present in
person or by proxy or if notice is waived in writing by those not
present, either before or after the meeting.
1.5 Quorum. Any number of shareholders together
holding at least a majority of the outstanding shares of capital stock
entitled to vote with respect to the business to be transacted, who shall
be present in person or represented by proxy at any meeting duly called,
shall constitute a quorum for the transaction of business. If less than
a quorum shall be in attendance at the time for which a meeting shall
have been called, the meeting may be adjourned from time to time by a
majority of the shareholders present or represented by proxy without
notice other than by announcement at the meeting.
1.6 Voting. At any meeting of the shareholders each
shareholder of a class entitled to vote on any matter coming before the
meeting shall, as to such matter, have one vote, in person or by proxy,
for each share of capital stock of such class standing in his name on the
books of the Corporation on the date, not more than seventy days prior
to such meeting, fixed by the Board of Directors as the record date for
the purpose of determining shareholders entitled to vote. Every proxy
shall be in writing, dated and signed by the shareholder entitled to vote
or his duly authorized attorney-in-fact.
1.7 Inspectors. An appropriate number of inspectors
for any meeting of shareholders may be appointed by the Chairman of such
meeting. Inspectors so appointed will open and close the polls, will
receive and take charge of proxies and ballots, and will decide all
questions as to the qualifications of voters, validity of proxies and
ballots, and the number of votes properly cast.
ARTICLE II
Directors
2.1 General Powers. The property, affairs and business
of the Corporation shall be managed under the direction of the Board of
Directors, and, except as otherwise expressly provided by law, the
Articles of Incorporation or these Bylaws, all of the powers of the
Corporation shall be vested in such Board.
2.2 Number of Directors. The number of Directors
constituting the Board of Directors shall be ten (10). The Directors
shall be divided into three (3) classes, each class to be as nearly equal
in number as possible.
2.3 Election and Removal of Directors; Quorum.
(a) At each annual meeting of shareholders, (i)
the number of Directors equal to the number in the class whose term
expires at the time of such meeting shall be elected to hold office until
the third succeeding annual meeting and until their successors are
elected, and (ii) any other vacancies then existing shall be filled.
(b) Any Director may be removed from office at
a meeting called expressly for that purpose by the vote of shareholders
holding not less than a majority of the shares entitled to vote at an
election of Directors.
(c) Any vacancy occurring in the Board of
Directors may be filled by the affirmative vote of the majority of the
remaining Directors though less than a quorum of the Board, and the term
of office of any Director so elected shall expire at the next
shareholders' meeting at which directors are elected.
(d) A majority of the number of Directors fixed
by these Bylaws shall constitute a quorum for the transaction of
business. The act of a majority of Directors present at a meeting at
which a quorum is present shall be the act of the Board of Directors.
Less than a quorum may adjourn any meeting.
2.4 Meetings of Directors. An annual meeting of the
Board of Directors shall be held as soon as practicable after the
adjournment of the annual meeting of shareholders at such place as the
Board may designate. Other meetings of the Board of Directors shall be
held at places within or without the Commonwealth of Virginia and at
times fixed by resolution of the Board, or upon call of the Chairman of
the Board, the President or a majority of the Directors. The Secretary
or officer performing the Secretary's duties shall give not less than
twenty-four hours' notice by letter, telegraph or telephone (or in
person) of all meetings of the Board of Directors, provided that notice
need not be given of the annual meeting or of regular meetings held at
times and places fixed by resolution of the Board. Meetings may be held
at any time without notice if all of the Directors are present, or if
those not present waive notice in writing either before or after the
meeting. The notice of meetings of the Board need not state the purpose
of the meeting.
2.5 Compensation. By resolution of the Board,
Directors may be allowed a fee and expenses for attendance at all
meetings, but nothing herein shall preclude Directors from serving the
Corporation in other capacities and receiving compensation for such other
services.
2.6 Eligibility for Service as a Director. No person
shall be elected or reelected as a Director if at the time of such
proposed election or re-election such person shall have attained the age
of 75 years. No person shall serve as a Director after the annual
meeting following his or her seventy-fifth (75th) birthday; provided that
the provisions of this sentence shall not apply to any person elected as
a director for a term beginning prior to January 1, 1993, during such
term.
2.7 Director Emeritus. The Board of Directors may
from time to time elect one or more Directors Emeritus. A Director
Emeritus may be named "Chairman Emeritus" or "Vice Chairman Emeritus" if
such person holds the office of Chairman or Vice Chairman of the
Corporation or any of its subsidiaries at the time of retirement as a
Director thereof. Each Director Emeritus shall be elected for a term
expiring on the date of the next annual meeting of the Board. Directors
Emeritus may attend meetings of the Board of Directors but shall not be
entitled to vote at such meetings and shall not be considered "directors"
for purposes of these Bylaws or for any other purpose, except that they
shall be entitled to receive notice of all regular and special meetings
of the Board of Directors. Each Director Emeritus shall be paid the same
fees as members of the Board of Directors for attendance at Board
meetings.
ARTICLE III
Committees.
3.1 Executive Committee. The Board of Directors, by
resolution adopted by a majority of the number of Directors fixed by
these Bylaws, may elect an Executive Committee which shall consist of not
less than three Directors, including the President. When the Board of
Directors is not in session, the Executive Committee shall have all power
vested in the Board of Directors by law, by the Articles of
Incorporation, or by these Bylaws, provided that the Executive Committee
shall not have power to (i) approve or recommend to shareholders action
that the Virginia Stock Corporation Act requires to be approved by
shareholders; (ii) fill vacancies on the Board or on any of its
committees; (iii) amend the Articles of Incorporation pursuant to Section 13.1-
706 of the Virginia Code; (iv) adopt, amend, or repeal the Bylaws; (v)
approve a plan of merger not requiring shareholder approval; (vi)
authorize or approve a distribution, except according to a general
formula or method prescribed by the Board of Directors; or (vii)
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, other than within limits
specifically prescribed by the Board of Directors. The Executive
Committee shall report at the next regular or special meeting of the
Board of Directors all action that the Executive Committee may have taken
on behalf of the Board since the last regular or special meeting of the
Board of Directors.
3.2 Other Committees. The Board of Directors, by
resolution adopted by a majority of the number of Directors fixed by
these Bylaws, may establish such other standing or special committees of
the Board as it may deem advisable, consisting of not less than two
Directors; and the members, terms and authority of such committees shall
be as set forth in the resolutions establishing the same.
3.3 Meetings. Regular and special meetings of any
Committee established pursuant to this Article may be called and held
subject to the same requirements with respect to time, place and notice
as are specified in these Bylaws for regular and special meetings of the
Board of Directors.
3.4 Quorum and Manner of Acting. A majority of the
number of members of any Committee shall constitute a quorum for the
transaction of business at such meeting. The action of a majority of
those members present at a Committee meeting at which a quorum is present
shall constitute the act of the Committee.
3.5 Term of Office. Members of any Committee shall
be elected as above provided and shall hold office until their successors
are elected by the Board of Directors or until such Committee is
dissolved by the Board of Directors.
3.6 Resignation and Removal. Any member of a
Committee may resign at any time by giving written notice of his
intention to do so to the President or the Secretary of the Corporation,
or may be removed, with or without cause, at any time by such vote of the
Board of Directors as would suffice for his election.
3.7 Vacancies. Any vacancy occurring in a Committee
resulting from any cause whatever may be filled by a majority of the
number of Directors fixed by these Bylaws.
ARTICLE IV
Officers
4.1 Election of Officers: Terms. The officers of the
Corporation shall consist of a President, a Secretary and a Treasurer.
Other officers, including a Chairman of the Board, one or more Vice
Presidents (whose seniority and titles, including Executive Vice
Presidents and Senior Vice Presidents, may be specified by the Board of
Directors), and assistant and subordinate officers, may from time to time
be elected by the Board of Directors. All officers shall hold office
until the next annual meeting of the Board of Directors and until their
successors are elected. The President shall be chosen from among the
Directors. Any two officers may be combined in the same person as the
Board of Directors may determine.
4.2 Removal of Officers: Vacancies. Any officer of
the Corporation may be removed summarily with or without cause, at any
time, by the Board of Directors. Vacancies may be filled by the Board of
Directors.
4.3 Duties. The officers of the Corporation
shall have such duties as generally pertain to their offices,
respectively, as well as such powers and duties as are prescribed by law
or are hereinafter provided or as from time to time shall be conferred
by the Board of Directors. The Board of Directors may require any
officer to give such bond for the faithful performance of his duties as
the Board may see fit.
4.4 Duties of the President. The President shall be
the chief executive officer of the Corporation and shall be primarily
responsible for the implementation of policies of the Board of Directors.
He shall have authority over the general management and direction of the
business and operations of the Corporation and its divisions, if any,
subject only to the ultimate authority of the Board of Directors. He
shall be a Director and, except as otherwise provided in these Bylaws or
in the resolutions establishing such committees, he shall be ex officer
a member of all Committees of the Board. In the absence of the Chairman
and the Vice-Chairman of the Board, or if there are no such officers, the
President shall preside at all corporate meetings. He may sign and
execute in the name of the Corporation share certificates, deeds,
mortgages, bonds, contracts or other instruments except in cases where
the signing and the execution thereof shall be expressly delegated by
these Bylaws to some other officer or agent of the Corporation or shall
be required by law otherwise to be signed or executed. In addition, he
shall perform all duties incident to the office of the President and such
other duties as from time to time may be assigned to him by the Board of
Directors.
4.5 Duties of the Vice Presidents. Each Vice
President (which term includes any Senior Executive Vice President,
Executive Vice President and Senior Vice President), if any, shall have
such powers and duties as may from time to time be assigned to him by the
President or the Board of Directors. Any Vice President may sign and
execute in the name of the Corporation deeds, mortgages, bonds, contracts
or other instruments authorized by the Board of Directors, except where
the signing and execution of such documents shall be expressly delegated
by the Board of Directors or the President to some other officer or agent
of the Corporation or shall be required by law or otherwise to be signed
or executed.
4.6 Duties of the Treasurer. The Treasurer shall have
charge of and be responsible for all funds, securities, receipts and
disbursements of the Corporation, and shall deposit all monies and
securities of the Corporation in such banks and depositories as shall be
designated by the Board of Directors. He shall be responsible (i) for
maintaining adequate financial accounts and records in accordance with
generally accepted accounting practices; (ii) for the preparation of
appropriate operating budgets and financial statements; (iii) for the
preparation and filing of all tax returns required by law; and (iv) for
the performance of all duties incident to the office of Treasurer and
such other duties as from time to time may be assigned to him by the
Board of Directors or the President. The Treasurer may sign and execute
in the name of the Corporation share certificates, deeds, mortgages,
bonds, contracts or other instruments, except in cases where the signing
and the execution thereof shall be expressly delegated by the Board of
Directors or by these Bylaws to some other officer or agent of the
Corporation or shall be required by law or otherwise to be signed or
executed.
4.7 Duties of the Secretary. The Secretary shall act
as secretary of all meetings of the Board of Directors and shareholders
of the Corporation. When requested, he shall also act as secretary of the
meetings of the committees of the Board. He shall keep and preserve the
minutes of all such meetings in permanent books. He shall see that all
notices required to be given by the Corporation are duly given and
served; shall have custody of the seal of the Corporation and shall
affix the seal or cause it to be affixed by facsimile or otherwise to all
share certificates of the Corporation and to all documents the execution
of which on behalf of the Corporation under its corporate seal is
required in accordance with law or the provisions of these Bylaws; shall
have custody of all deeds, leases, contracts and other important
corporate documents; shall have charge of the books, records and papers
of the Corporation relating to its organization and management as a
Corporation; shall see that all reports, statements and other documents
required by law (except tax returns) are properly filed; and shall in
general perform all the duties incident to the office of Secretary and
such other duties as from time to time may be assigned to him by the
Board of Directors or the President.
4.8 Compensation. The Board of Directors shall have
authority to fix the compensation of all officers of the Corporation.
ARTICLE V
Capital Stock
5.1 Certificates. The shares of capital stock of the
Corporation shall be evidenced by certificates in forms prescribed by the
Board of Directors and executed in any manner permitted by law and
stating thereon the information required by law. Transfer agents and/or
registrars for one or more classes of shares of the Corporation may be
appointed by the Board of Directors and may be required to countersign
certificates representing shares of such class or classes. If any
officer whose signature or facsimile thereof shall have been used on a
share certificate shall for any reason cease to be an officer of the
Corporation and such certificate shall not then have been delivered by
the Corporation, the Board of Directors may nevertheless adopt such
certificate and it may then be issued and delivered as though such person
had not ceased to be an officer of the Corporation.
5.2 Lost, Destroyed and Mutilated Certificates.
Holders of the shares of the Corporation shall immediately notify the
Corporation of any loss, destruction or mutilation of the certificate
therefor, and the Board of Directors may in its discretion cause one or
more new certificates for the same number of shares in the aggregate to
be issued to such shareholder upon the surrender of the mutilated
certificate or upon satisfactory proof of such loss or destruction, and
the deposit of a bond in such form and amount and with such surety as the
Board of Directors may require.
5.3 Transfer of Shares. The shares of the Corporation
shall be transferable or assignable only on the books of the Corporation
by the holder in person or by attorney on surrender of the certificate
for such shares duly endorsed and, if sought to be transferred by
attorney, accompanied by a written power of attorney to have the same
transferred on the books of the Corporation. The Corporation will
recognize, however, the exclusive right of the person registered on its
books as the owner of shares to receive dividends or other distributions
and to vote as such owner. To the extent that any provision of the
Amended and Restated Rights Agreement between the Corporation and
Wachovia Bank of North Carolina, N.A., as Rights Agent, dated as of May
__, 1994, is deemed to constitute a restriction on the transfer of any
securities of the Corporation, including, without limitation, the Rights,
as defined therein, such restriction is hereby authorized by these
Bylaws.
5.4 Fixing Record Date. For the purpose of
determining shareholders entitled to notice of or to vote at any meeting
of shareholders or any adjournment thereof, or entitled to receive
payment of any dividend or other distribution, or in order to make a
determination of shareholders for any other proper purpose, the Board of
Directors may fix in advance a date as the record date for any such
determination of shareholders, such date in any case to be not more than
seventy days prior to the date on which the particular action, requiring
such determination of shareholders, is to be taken. If no record date
is fixed for the determination of shareholders entitled to notice of or
to vote at a meeting of shareholders, or shareholders entitled to receive
payment of a dividend or other distribution, the date on which notices
of the meeting are mailed or the date on which the resolution of the
Board of Directors declaring such dividend or other distribution is
adopted, as the case may be, shall be the record date for such
determination of shareholders. When a determination of shareholders
entitled to vote at any meeting of shareholders has been made as provided
in this section, such determination shall apply to any adjournment
thereof unless the Board of Directors fixes a new record date, which it
shall do if the meeting is adjourned to a date more than 120 days after
the date fixed for the original meeting.
ARTICLE VI
Miscellaneous Provisions
6.1 Seal. The seal of the Corporation shall consist
of a circular design with the words "O&M Holding, Inc." around the top
margin thereof, "Richmond, Virginia" around the lower margin thereof and
the word "Seal" in the center thereof.
6.2 Fiscal Year. The fiscal year of the Corporation
shall end on such date and shall consist of such accounting periods as
may be fixed by the Board of Directors.
6.3 Checks, Notes and Drafts. Checks, notes, drafts
and other orders for the payment of money shall be signed by such
persons as the Board of Directors from time to time may authorize. When
the Board of Directors so authorizes, however, the signature of any such
person may be a facsimile.
6.4 Amendment of Bylaws. Unless proscribed by the
Articles of Incorporation, these Bylaws may be amended or altered at any
meeting of the Board of Directors by affirmative vote of a majority of
the number of Directors fixed by these Bylaws. The shareholders entitled
to vote in respect of the election of Directors, however, shall have the
power to rescind, amend, alter or repeal any Bylaws and to enact Bylaws
which, if expressly so provided, may not be amended, altered or repealed
by the Board of Directors.
6.5 Voting of Shares Held. Unless otherwise provided
by resolution of the Board of Directors or of the Executive Committee,
if any, the President may cast the vote which the Corporation may be
entitled to cast as a shareholder or otherwise in any other corporation,
any of whose securities may be held by the Corporation, at meetings of
the holders of the shares or other securities of such other corporation,
or to consent in writing to any action by any such other corporation, or
in lieu thereof, from time to time appoint an attorney or attorneys or
agent or agents of the Corporation, in the name and on behalf of the
Corporation, to cast such votes or give such consents. The President
shall instruct any person or persons so appointed as to the manner of
casting such votes or giving such consent and may execute or cause to be
executed
on behalf of the Corporation, and under its corporate seal or otherwise,
such written proxies, consents, waivers or other instruments as may be
necessary or proper.
ARTICLE VII
Emergency Bylaws
7.1 The Emergency Bylaws provided in this Article VII
shall be operative during any emergency, notwithstanding any different
provision in the preceding Articles of these Bylaws or in the Articles
of Incorporation of the Corporation or in the Virginia Stock Corporation
Act (other than those provisions relating to emergency bylaws). An
emergency exists if a quorum of the Corporation's Board of Directors
cannot readily be assembled because of some catastrophic event. To the
extent not inconsistent with these Emergency Bylaws, the Bylaws provided
in the preceding Articles shall remain in effect during such emergency
and upon the termination of such emergency the Emergency Bylaws shall
cease to be operative unless and until another such emergency shall
occur.
7.2 During any such emergency:
(a) Any meeting of the Board of Directors may
be called by any officer of the Corporation or by any Director. The
notice thereof shall specify the time and place of the meeting. To the
extent feasible, notice shall be given in accord with Section 2.4 above,
but notice may be given only to such of the Directors as it may be
feasible to reach at the time, by such means as may be feasible at the
time, including publication or radio, and at a time less than twenty-four
hours before the meeting if deemed necessary by the person giving notice.
Notice shall be similarly given, to the extent feasible, to the other
persons referred to in (b) below.
(b) At any meeting of the Board of Directors,
a quorum shall consist of a majority of the number of Directors fixed at
the time by these Bylaws. If the Directors present at any particular
meeting shall be fewer than the number required for such quorum, other
persons present as referred to below, to the number necessary to make up
such quorum, shall be deemed Directors for such particular meeting as
determined by the following provisions and in the following order of
priority:
(i) Vice-Presidents not already serving as
Directors, in the order of their seniority of first election to such
offices, or if two or more shall have been first elected to such offices
on the same day, in the order of their seniority in age;
(ii) All other officers of the Corporation
in the order of their seniority of first election to such offices, or if
two or more shall have been first elected to such offices on the same
day, in the order of their seniority in age; and
(iii) Any other persons that are designated
on a list that shall have been approved by the Board of Directors before
the emergency, such persons to be taken in such order of priority and
subject to such conditions as may be provided in the resolution approving
the list.
(c) The Board of Directors, during as well as
before any such emergency, may provide, and from time to time modify,
lines of succession in the event that during such an emergency any or all
officers or agents of the Corporation shall for any reason be rendered
incapable of discharging their duties.
(d) The Board of Directors, during as well as
before any such emergency, may, effective in the emergency, change the
principal office, or designate several alternative offices, or authorize
the officers so to do.
7.3 No officer, Director or employee shall be liable
for action taken in good faith in accordance with these Emergency
Bylaws.
7.4 These Emergency Bylaws shall be subject to repeal
or change by further action of the Board of Directors or by action of the
shareholders, except that no such repeal or change shall modify the
provisions of the next preceding paragraph with regard to action or
inaction prior to the time of such repeal or change. Any such amendment
of these Emergency Bylaws may make any further or different provision
that may be practical and necessary for the circumstances of the
emergency.
