EXHIBIT 3.2.1
BYLAWS
OF
DELTA APPAREL, INC.
DECEMBER 10, 1999
BYLAWS
OF
DELTA APPAREL, INC.
ARTICLE ONE
OFFICES
1.1 Registered Office and Agent. The Corporation shall at all times maintain a
registered office in the State of Georgia and a registered agent at such address.
1.2 Other Offices. The Corporation may from time to time have such other offices
within or outside the State of Georgia, as the Board of Directors may determine or as is necessary
or desirable to facilitate the business of the Corporation.
ARTICLE TWO
SHAREHOLDERS MEETINGS
2.1 Annual Meetings. An annual meeting of shareholders for the election of
directors and for such other matters as may be properly brought before the shareholders meeting
shall be held on such date and at such time and place (within or outside the State of Georgia)
as shall be designated by the Board of Directors and as set forth in the notice thereof.
2.2 Special Meetings. Special meetings of the shareholders may be called at any
time by the Chairman of the Board of Directors, the President, or a committee of the Board of
Directors that has been duly designated by the Board of Directors and whose powers and authority,
as provided in a resolution of the Board of Directors or in these Bylaws, include the power to
call such meetings, and special meetings may not be called by any other person or persons.
Any special meeting of the shareholders shall be held on such date and at such time and place
(within or outside the State of Georgia) as shall be set forth in the notice thereof.
2.3 Notice of Meetings. Unless waived as contemplated in Section 5.2 or by attendance
at the meeting (either in person or by proxy) for any purpose other than to state at the
beginning of the meeting an objection to the transaction of business at such meeting, a written
notice of each shareholders meeting stating the place, date and time of the meeting shall be
delivered not less than ten (10) days nor more than sixty (60) days before the date thereof,
either in person, by courier service or by mail, to each shareholder of record entitled to vote
at such meeting. Notwithstanding anything else to the contrary in the Georgia Business
Corporation Code (the Code), the notice of meeting (for both annual and special meetings) shall
state the purpose or purposes for which the meeting is called and the specific business to be
conducted at such meeting. When a meeting is adjourned to another time or place, unless after the
adjournment the Board of Directors fixes a new record date for the
adjourned meeting as may be required pursuant to Section 2.8, it shall not be necessary to give
any notice of the adjourned meeting if the date, time and place to which the meeting is
adjourned are announced at the meeting at which the adjournment is taken.
2.4 Quorum. At any meetings of the shareholders, unless otherwise provided by law
or by the Articles of Incorporation of the Corporation (the Articles of Incorporation), the
presence, in person or by proxy, of the holders of at least two-thirds (2/3) of the shares
outstanding and entitled to vote at such meeting shall constitute a quorum. A shareholder
who makes a special appearance for purposes of objecting to lack of notice or defective notice
or objecting to holding the meeting or transacting the business at the meeting shall not be
counted for purposes of determining a quorum. If a quorum is not present to organize a meeting,
the meeting may be adjourned pursuant to Section 2.8. The shareholders present at a meeting at
which a quorum is present may continue to transact business for the remainder of the meeting and
at any adjournment of the meeting, notwithstanding the withdrawal of enough shareholders
to leave less than a quorum, unless the meeting is adjourned under circumstances where a new record
date is or must be set pursuant to Section 2.8.
2.5 Voting of Shares. Except as otherwise provided by the Articles of Incorporation,
each outstanding share having voting rights shall be entitled to one vote on each matter submitted
to a vote at a meeting of the shareholders of the Corporation. If a quorum is present, all
elections of Directors shall be determined by plurality vote and, as to all other matters, action
on a matter is approved if the votes cast in favor of the action exceed the votes cast against the
action, unless and to the extent the Code, these Bylaws or the Articles of Incorporation requires
a greater number of affirmative votes. There shall be no cumulative voting for Directors.
2.6 Proxies. A shareholder entitled to vote pursuant to Section 2.5 may vote in
person or by written proxy executed by the shareholder or by his attorney in fact. A proxy shall
not be valid after eleven (11) months from the date of its execution, unless a longer period is
expressly stated therein. A proxy, unless it is irrevocable by its terms and it is coupled with an
interest, shall be revocable at will, but the revocation of a proxy shall not be effective until
notice thereof has been given to the Secretary of the Corporation. A proxy shall not be
revoked by the death or incapacity of the maker unless, before the vote is counted or the
authority is exercised, written notice of such death or incapacity is given to the Secretary
of the Corporation. The Corporation is entitled to reject a vote, consent, waiver, proxy
appointment or proxy revocation if the Secretary or other officer or agent authorized to
tabulate the votes, acting in good faith, has reasonable basis for doubt about the validity of
the signature on it or about the signatorys authority to sign for the shareholder or about
the faithfulness or completeness of the reproductions when the original has not been
examined. The Corporation and its officer or agent who accepts or rejects a vote, consent,
waiver or proxy appointment in good faith and in accordance with Sections 14-2-722(b) or
14-2-724 of the Code (or any successor provision) shall not be liable to the shareholder for
the consequences of the acceptance or rejection.
2.7 Presiding Officer; Secretary. The Chairman of the Board of Directors, or in
his absence the Vice Chairman of the Board of Directors, or in his absence an alternate
chairman designated by a majority of the Directors present, shall preside at all shareholders
meetings. The Secretary, or in his absence, an Assistant Secretary, or, in the absence of
the Secretary and Assistant Secretary, a person whom the Chairman of such meeting shall appoint,
shall act as secretary of the meeting and keep the minutes thereof.
2.8 Adjournments. Any meeting of the shareholders, whether or not a quorum is
present, may be adjourned by the holders of a majority of the voting shares represented at the
meeting to reconvene at a specific time and place. At any such reconvened meeting at which a
quorum is represented or present, any business may be transacted which could have been transacted
at the meeting which was adjourned. It shall not be necessary to give any notice of the
reconvened meeting, if the time and place of the reconvened meeting are announced at the meeting
which was adjourned, except that if the meeting is adjourned to a date more than 120 days
after the date of the original meeting, if additional business shall be scheduled to be
transacted at the adjourned meeting, or if after adjournment a new record date is set, a notice
of the adjourned meeting shall be given to each shareholder.
2.9 Action by Shareholders Without a Meeting.
(a) Any action which may be taken at a meeting of the shareholders may be taken
without a meeting if
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one or more written approvals and consents, setting forth the action authorized, shall be
signed and dated by all of the shareholders entitled to vote on such matter as determined in
Section 2.9(b).
(b) Unless otherwise fixed under Sections 14-2-703 or 14-2-707 of the Code, the record
date for determining shareholders entitled to take action without a meeting shall be the date
the first shareholder signs the consent. No written consent shall be effective to take the action
referred to therein unless evidence of written consent(s) signed by all shareholders entitled
to vote thereon is delivered to the Corporation for inclusion in the minutes or filing with the
corporate records within sixty (60) days after the date the first shareholder signed the
consent. Unless the consent provides for a later effective date, a consent delivered to the
Corporation shall be effective as of the date the last shareholder signed the consent.
(c) A shareholder may revoke his written consent by delivering a writing to that
effect to the Corporation that is received prior to receipt by the Corporation of unrevoked
written consents from all shareholders entitled to vote thereon.
2.10 List of Shareholders. After fixing the record date for a meeting, the Secretary or
other officer of the Corporation having charge of the stock ledger shall prepare an
alphabetical list of the names of all shareholders who are entitled to notice of a shareholders
meeting (showing the number and class and series, if any, of voting shares held by each), and such
list shall be kept open at the time and place of the meeting and during the whole time of said
meeting shall be open to the examination of any shareholder. If the requirements of
this section have not been substantially complied with, the meeting shall, on the reasonable
demand of any shareholder in person or by proxy, be adjourned until the requirements are met.
If no such demand is made, failure to comply with the requirements of this section shall not
affect the validity of any action taken at such meeting.
2.11 Shareholders Agreements. In addition to those shareholders agreements
authorized by Section 14-2-731 of the Code (or any successor provision), the holders of
any outstanding capital stock of the Corporation may enter into an agreement or agreements among
themselves (or with the Corporation) concerning the rights and privileges of the respective
classes of stock (including, without limitation, voting rights) and the transferability of the
capital stock of the Corporation. To the extent allowed by the Code, the provisions of
the Articles of Incorporation and these Bylaws shall be interpreted in a manner
consistent with any such shareholders agreements.
2.12 Inspectors. At any time shares of the Corporation are listed on a national
securities exchange or regularly traded in a market maintained by one or more members of a
national or affiliated securities association, in advance of any meeting of shareholders, the
Board of Directors may appoint inspectors, who need not be shareholders, to act at such meeting or
any adjournment thereof. If inspectors be not so appointed, the chairman of any such meeting may,
and on the request of any shareholder or his proxy shall, make such appointment at the meeting.
The number of inspectors shall be one or three as shall be determined by the Board of
Directors, except that, if appointed at the meeting on the request of one or more shareholders or
proxies, the holders of a majority of the shares of the Corporation present and entitled to vote
shall determine whether one or three inspectors are to be appointed. No person who is a
candidate for office shall act as an inspector.
In
case any person appointed as an inspector fails to appear or fails or refuses to act, the
vacancy may be filled by appointment made by the Board of Directors in advance of the convening of
the meeting, or at the meeting by the officer or person acting as chairman.
The inspectors shall determine the number of shares outstanding and the voting power of
each, the shares represented at the meeting, the existence of a quorum, the authenticity, validity
and effect of proxies, receive votes or ballots, hear and determine all challenges and questions
in any way arising in connection with the right to vote, count and tabulate all votes, determine
the result, and do such other acts as may be proper to conduct the election or vote with fairness
to all shareholders.
The inspectors shall perform their duties impartially, in good faith, to the best of their
ability, and as expeditiously as is practical. If there be three inspectors of election, the
decision, act or certificate of a majority shall be effective in all respects as the decision, act or certificate of all.
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On request of the chairman of the meeting, or of any shareholder or his proxy, the
inspectors shall make a report in writing of any challenge or question or matter determined by
them, and execute a certificate of any fact found by them. Any report or certificate made by them shall be prima facie evidence of the
facts stated therein.
2.13 Notification of Nominations. Nominations for the election of directors may be
made by the Board of Directors or by any shareholder entitled to vote for the election of
directors. Any shareholder entitled to vote for the election of directors at a meeting may nominate persons for election as directors only if
written notice of the intent of such shareholder to make such nomination shall be given, either by
personal delivery or by United States mail, postage prepaid, to the Secretary of the
Corporation not later than (i) with respect to an election to be held at an annual meeting of
shareholders, 120 days prior to the anniversary date of the immediately preceding annual
shareholder meeting and (ii) with respect to an election to be held at a special meeting of
shareholders for the election of directors, the close of business on the seventh day following
the date on which notice of such meeting shall first be given to shareholders. Each such notice
shall set forth:
(a) the name and address of the shareholder who shall intend to make the nomination
and of the person or persons to be nominated;
(b) the class and number of shares held of record, held beneficially and
represented by proxy by such shareholder as of the record date of the meeting (if such a date has
been established) and as of the date of such notice, the name in which those shares are
registered, and a representation that the shareholder intends to appear in person or by
proxy at the meeting to nominate the person or persons specified in the notice;
(c) a description of all arrangements or understandings between the shareholder and
each nominee and any other person or persons (naming such person or persons) pursuant to
which the nomination or nominations are to be made by the shareholder;
(d) such other information regarding each nominee proposed by such shareholder as would
have been required to be included in a proxy statement filed pursuant to the proxy rules of the
Securities and Exchange Commission had each nominee been nominated, or intended to be
nominated, by the Board of Directors;
(e) the consent in writing of each nominee to serve as a director of the Corporation if
so elected; and
(f) such other information as Duck Head may reasonably request.
The officer or other person presiding over the meeting as provided in Section 2.7 of these
Bylaws may refuse to acknowledge the nomination of any person not made in compliance with
the foregoing procedure.
ARTICLE THREE
BOARD OF DIRECTORS
3.1 General Powers. The business and affairs of the Corporation shall be managed by
the Board of Directors. In addition to the powers and authority expressly conferred upon it by
these Bylaws, the Board of Directors may exercise all such powers of the Corporation and do all
such lawful acts and things as are not by the Code, the Articles of Incorporation or these
Bylaws directed or required to be exercised or done by the shareholders.
3.2 Number, Election and Term of Office. The number of Directors shall be not less than
two (2) or more than fifteen (15), the exact number to be set by resolution of the Board of
Directors from time to time. Except as provided in Section 3.5, the Directors shall be
elected by the affirmative vote of a plurality of the votes cast by the shares represented at
the annual meeting. Each Director (except in case of death, resignation, retirement,
disqualification, or removal) shall serve for a term ending on the date of the annual meeting
following the annual meeting at which the Director was elected or until his successor shall
have been duly elected and qualified. No Director need be a shareholder.
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3.3 Increase or Decrease in Number of Directors. In the event of any increase or
decrease in the authorized number of Directors, each Director then serving as such shall
nevertheless continue as Director until the expiration of his current term, or his prior
death, retirement, removal or resignation. Notwithstanding any provisions to the contrary
contained herein, each Director shall serve until a successor is elected and qualified or
until his earlier death, resignation or removal.
3.4 Removal; Resignation. Any Director may be removed from office (with or without
cause) by the affirmative vote of the holders of a majority of the shares entitled to vote at an
election of Directors. Removal action may be taken at any shareholders meeting with respect to
which notice of such purpose has been given, and a removed Directors successor may be elected
at the same meeting to serve the unexpired term.
Any Director may resign at any time by written notice to the Board of Directors, the
Chairman, the President or the Secretary. Such resignation shall take effect immediately upon
receipt thereof or at any later time specified therein. Unless otherwise specified in any
such notice, acceptance of such resignation shall not be necessary to make it effective.
3.5 Vacancies. A vacancy occurring in the Board of Directors may be filled for the
unexpired term and until the shareholders have elected a successor by an affirmative vote
of a majority of the Directors remaining in office or by the sole remaining Director.
3.6 Compensation. Directors may receive such compensation for their services as
Directors as may from time to time be fixed by vote of the Board of Directors or the
shareholders. A Director may also serve the Corporation in a capacity other than that of Director
and receive compensation, as determined by the Board of Directors, for services rendered in
that other capacity.
3.7 Presiding Officer. The Board of Directors shall appoint from among its members a
Chairman and a Vice Chairman of the Board. The Chairman shall preside at all meetings when
present. The Vice Chairman shall perform the duties of the Chairman in the absence of the
Chairman.
3.8 Committees. The Board of Directors shall designate a Compensation Committee, an
Audit Committee and any other committees it from time to time deems necessary or appropriate.
Each such committee shall consist of at least two (2) Directors. The Board of Directors may
designate one or more Directors as alternate members of any committee who may replace any absent or
disqualified member at any meeting of such committee. In the absence or disqualification of any
member of such committee or committees, the members thereof present at any meeting and not
disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint
another member of the Board of Directors to act at the meeting in place of such absent or
disqualified member, and have such powers as are provided in the resolution establishing such
committee; provided, however, notwithstanding anything else contained herein to the contrary, no
such committee shall have the power to: (a) approve or propose to the shareholders any action
that is required by the Code, the Articles of Incorporation or these Bylaws to be approved by
the shareholders; (b) fill vacancies on the Board of Directors or any of its committees; (c)
amend the Articles of Incorporation or adopt, amend or repeal Bylaws; or (d) approve a plan of
merger (whether or not shareholder approval is required therefore under the Code). Unless
otherwise specifically permitted by the Board of Directors, the rules promulgated by these Bylaws
with respect to meetings of Directors, notice, quorums, voting and other procedures at such
meeting shall be applicable to meetings of any committee of the Board of Directors. Each
committee shall keep regular minutes of its proceedings and all action by such committee shall
be reported to the Board of Directors at its meeting next succeeding such action. Each committee
shall fix its own rules of procedure, provided that such rules are consistent with these Bylaws,
and shall meet where and as provided by such rules or by resolution of the Board of Directors.
The presence of a majority of the then appointed number of each committee shall constitute a
quorum and in every case in which a quorum is present an affirmative vote by a majority of the
members of the Committee present shall be the act of the committee.
3.9 Fees and Compensation. Directors may receive such compensation, if any, for their
services, and such reimbursement of expenses, as may be fixed or determined by resolution of the
Board of Directors. Nothing herein contained shall be construed to preclude any Director from
serving the Corporation in any other capacity as an officer, agent, employee or otherwise
and receiving compensation for such services.
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ARTICLE FOUR
MEETINGS OF THE BOARD OF DIRECTORS
4.1 Regular Meetings. Regular meetings of the Board of Directors shall be held at such
place and at such times as the Board shall from time to time determine and, if so determined,
no notice thereof need be given.
4.2 Special Meetings. Special meetings of the Board of Directors may be called by or
at the request of the Chairman of the Board of Directors, the President, or at least two (2)
Directors.
4.3 Date, Time and Place of Meetings. A meeting of the Board of Directors shall
be held on such date and at such time and place (within or outside the State of Georgia) as
shall be determined in accordance with Section 4.1 and 4.2 and, in the case of a special meeting,
the date, time and place of the meeting shall be set forth in the notice thereof.
4.4 Notice of Meetings. Unless waived as contemplated in Section 5.2, the Corporation
shall give written notice to each Director of each special meeting of the Board of
Directors stating the date, time and place of the meeting. Such notice shall be given at least
forty-eight (48) hours in advance by courier service, in person or by electronic means or at
least ten (10) days in advance by mail. Attendance by a Director at a meeting shall
constitute waiver of notice of such meeting, except where a Director attends a meeting for the
express purpose of objecting at the beginning of the meeting to the transaction of
business at the meeting.
4.5 Quorum. At meetings of the Board of Directors, the presence of at least one half
(1/2) of the Directors then in office (but not less than two (2) Directors) shall be necessary
to constitute a quorum for the transaction of
business at such meeting.
4.6 Vote Required for Action. Except as otherwise provided in the Code, the
Articles of Incorporation or these Bylaws, the act of a majority of the Directors present at a
meeting at which a quorum is present at the time
shall be the act of the Board of Directors.
4.7 Action by Directors Without a Meeting. Any action required or permitted to be
taken at any meeting of the Board of Directors may be taken without a meeting if a written
consent thereto shall be signed by all of the members of the Board of Directors and if such
written consent is delivered to the Corporation for inclusion in the minutes or filing with
the corporate records. Such consent shall have the same force and effect as a unanimous vote of
the Board of Directors and may be evidenced by one (1) or more written consents describing
the action taken.
4.8 Adjournments. A meeting of the Board of Directors (whether or not a quorum is
present) may be adjourned by a majority of the Directors present to reconvene at a specific
time and place. It shall not be necessary to give notice of the reconvened meeting, other
than by announcement at the meeting which was adjourned. At any such reconvened meeting at
which a quorum is present, any business may be transacted which could have been transacted at the
meeting which was adjourned.
4.9 Telephone Conference Calls. Members of the Board of Directors may participate in a
meeting thereof by conference telephone or similar communications equipment by means of
which all Directors participating in the meeting may simultaneously hear each other during the
meeting, and participation in a meeting pursuant to this Section 4.9 shall constitute presence in
person at such meeting.
ARTICLE FIVE
NOTICE AND WAIVER
5.1 Procedure. Whenever the Code, the Articles of Incorporation or these Bylaws
requires notice to be given to any shareholder or Director, the notice shall be given as
prescribed in Section 14-2-141 of the Code (or any successor provision) and Sections 2.3 or
4.4 hereof for any shareholder or Director, respectively.
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5.2 Waiver. Whenever any notice is required to be given to any shareholder or
Director by the Code, the Articles of Incorporation or these Bylaws, a waiver thereof in
writing signed by the Director or shareholder entitled to such notice or by the proxy of such
shareholder, whether before or after the meeting to which the waiver pertains, shall be
deemed equivalent thereto.
ARTICLE SIX
OFFICERS
6.1 Number. The officers of the Corporation shall consist of the Chairman of the
Board of Directors, Vice Chairman of the Board of Directors (if so designated by resolution of the
Board of Directors), a President, one (1) or more Vice Presidents, a Secretary, one (1) or
more Assistant Secretaries, a Treasurer, one (1) or more Assistant Treasurers, and such other
officers as may be as designated by the Board of Directors from time to time, but the
Corporation shall not be required to have at any time any officers other than a President,
Secretary and Treasurer. Any two (2) or more offices may be held by the same person.
6.2 Election and Term. All officers shall be elected by the Board of Directors and
shall serve at the will of the Board of Directors and until their successors have been elected
and have qualified or until their earlier death, resignation, removal, retirement or
disqualification. In addition, the Corporation may enter into employment agreements with
any such officer.
6.3 Compensation. The compensation of all officers of the Corporation shall be fixed
by the Board of Directors.
6.4 Removal. The Board of Directors may remove any officer at any time with or without
cause.
6.5 Chief Executive Officer. The Board of Directors may designate an officer of the
Corporation as its Chief Executive Officer. The Chief Executive Officer shall be subject to
the direction and supervision of the Board of Directors and shall have general control and supervision over the policies of the Corporation.
6.6 President. The President shall be subject to the direction and supervision of
the Board of Directors and (if the President is not also serving as the Chief Executive
Officer) the Chief Executive Officer, have general control and supervision over the
operations of the Corporation, and shall see that all orders and resolutions of the Board of
Directors are carried into effect. In particular he shall: (a) manage and administer the
Corporations business and affairs and perform all duties and exercise all powers usually
pertaining to the office of President of a corporation; (b) appoint and fix the duties of any
and all employees and agents of the Corporation who are not otherwise appointed by the Board
of Directors (and he shall have the authority to remove or suspend any of such employees or agents
not appointed by the Board of Directors); and (c) have the general power and authority to sign and
execute in the name of and on behalf of the Corporation, any and all agreements and other
documents.
6.7 Vice President. Each Vice President shall have the power to sign and execute, in
the name of and on behalf of the Corporation, any and all agreements, instruments and other
documents. In the absence of a resolution of the Board of Directors to the contrary, the several
Vice Presidents, other than those whose authority may be expressly limited, shall act, in the order
of their appointment, in the place of the President, exercising all of his powers and
performing all of his duties, during his absence or disability. Each Vice President shall
perform whatever additional duties and have whatever additional powers as may be assigned to him
from time to time by the Board of Directors.
6.8 Secretary. The Secretary shall keep accurate records of the acts and proceedings
of all meetings of shareholders, Directors and committees of Directors. He shall have
authority to give on behalf of the Corporation all notices required by the Code, the Articles of
Incorporation or these Bylaws. He shall maintain the books, records, contracts and other
documents of the Corporation. The Secretary may affix the corporate seal to any lawfully
executed documents requiring it and shall sign such instruments as may require his signature.
The Secretary shall perform whatever additional duties and have whatever additional powers as
may be assigned to him from time to time by the Board of Directors.
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6.9 Treasurer. The Treasurer shall, subject to the direction and supervision of
the Board of Directors, have custody of all funds and securities belonging to the Corporation
and shall receive, deposit or disburse the same under the direction of the Board of Directors.
The Treasurer shall keep full and true accounts of all receipts and
disbursements and shall make such reports on the same to the Board of Directors and the
President. The Treasurer shall perform whatever additional duties and have whatever additional
powers as may be assigned to him from time to time by the Board of Directors.
6.10 Assistant Secretary and Assistant Treasurer. Any Assistant Secretary and any
Assistant Treasurer may, in the absence or disability of the Secretary or the Treasurer,
respectively, perform the duties and exercise the powers of those offices. Each Assistant
Secretary and each Assistant Treasurer shall perform whatever additional duties and have whatever
additional powers as may be assigned to him from time to time by the Board of
Directors.
6.11 Additional Powers and Duties. In addition to the foregoing especially
enumerated powers and duties, the several officers of the Corporation shall have such other
powers and duties as the Board of Directors or any committee of the Board of Directors
may from time to time prescribe.
ARTICLE SEVEN
SHARES
7.1 Issuance of Shares. The Board of Directors may increase or decrease the
number of issued and outstanding shares of the Corporation in accordance with the Code and
within the maximum amounts authorized by the Articles of Incorporation.
7.2 Share Certificates. The interest of each shareholder in the Corporation shall
be evidenced by a certificate or certificates representing shares of the capital stock of the
Corporation which shall be in such form as the Board of Directors may from time to time adopt in
accordance with the Code. Share certificates shall be consecutively numbered and shall indicate
the date of issuance thereof, and all such information shall be entered on the
Corporations books. Each share certificate shall contain such information as is required by the
Code and such further information as may be required pursuant to the terms of the
Corporations capital stock. Each certificate shall be signed either manually or in facsimile by
the President or a Vice President and the Secretary or an Assistant Secretary and shall be sealed
with the seal of the Corporation or a facsimile thereof; provided, however, that if the
certificate is signed in facsimile, then it must be countersigned, either manually or by
facsimile, by a transfer agent or registered by a registrar other than the Corporation
itself or an employee of the Corporation. In the event an officer signs a share certificate
and thereafter ceases to be an officer of the Corporation before such certificate is issued,
such certificate may nonetheless be issued by the Corporation with the same effect as if the
person or persons who signed such certificate still held such office.
7.3 Rights of Corporation with Respect to Record Owners. Prior to due presentation for
transfer of its shares, the Corporation may treat the record owner of the shares as the person
exclusively entitled to vote such shares, to receive any dividend or other distribution with
respect to such shares, and for all other purposes, and the Corporation shall not be bound to
recognize any equitable or other claim to or interest in such shares on the part of any other
person, whether or not it shall have express or other notice thereof.
7.4 Transfers of Shares. The Board of Directors shall cause suitable records to be
kept for the registry and transfer of the shares of capital stock of the Corporation. Transfers
of shares shall be made upon the stock transfer books of the Corporation (kept at the office of the
transfer agent designated to transfer the shares) only upon direction of the person named
in such certificate, or by an attorney lawfully constituted in writing. Prior to
completing a requested transfer, pledge or release, the Corporation shall be entitled to
obtain reasonable assurances that all endorsement, instructions and other documents are genuine
and effective, that the payment of all transfer axes has been made, and that all provisions of
law and procedures required by the Corporations transfer agent have been complied with.
Before a new certificate is issued, the old certificate shall be surrendered for cancellation or,
in the case of a certificate alleged to have been lost, stolen or destroyed, the record owner shall have complied with the provisions of Section 7.5.
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7.5 Lost, Stolen or Destroyed Certificates. Any person claiming a share certificate
to be lost, stolen or destroyed shall make an affidavit or affirmation of the fact in such
manner as the Board of Directors may require and shall, if the Board of Directors so requires,
give the Corporation a bond of indemnity in form and amount (and with one or more sureties
satisfactory to the Board of Directors) as the Board of Directors may require, whereupon
an appropriate new certificate may be issued in lieu of the one alleged to have been lost,
stolen or destroyed.
7.6 Fixing of Record Date. The Board of Directors may fix an advance date as the
record date in order to determine the shareholders entitled to a distribution, to notice of a
shareholders meeting, to demand a special meeting, to vote or to take any other action.
7.7 Record Date if None Fixed. If no record date is fixed as provided in Section 7.6,
then the record date for: (a) determining shareholders entitled to notice of and to vote at an
annual or special shareholders meeting is the close of business on the day before the
first notice is delivered to shareholders; (b) for determining shareholders entitled to a
distribution (other than one involving a purchase, redemption, or other acquisition of
the Corporations shares) is the date the Board of Directors authorizes the distribution;
and (c) for any other action the consummation of which requires a determination of shareholders
is the date such action is to be taken.
7.8 Fractional Shares or Scrip. The Corporation shall not issue fractional shares
or scrip and, in lieu thereof, shall pay in cash the fair value of fractional interests as
determined by the Board of Directors.
7.9 Restrictions on Transfer. The Board of Directors may impose restrictions on
the transfer of rights, to be distributed as a dividend pursuant to a rights agreement to which
the Corporation is a party, as and to the extent required by such rights agreement as amended from time to time.
ARTICLE EIGHT
INDEMNIFICATION AND INTERESTED PARTIES
8.1 Indemnification.
(a) The Corporation shall indemnify its directors and officers (and each person who
at its request served as an officer or director of any other entity) to the fullest extent
permitted by Article 8, Part 5 of the Code (or any successor provision); provided, however,
indemnification shall only be made upon compliance with the requirements of such statutory
provisions and only in those circumstances in which indemnification is authorized under those
provisions; provided further, however, that the shareholders may approve additional
indemnification pursuant to Code Section 14-2-856 (or any successor provision).
(b) The Corporation may purchase and maintain insurance on behalf of those persons for
whom it is entitled to purchase and maintain insurance against any liability asserted against such
persons and incurred by such persons in any of the capacities specified in, or arising out
of such persons status as described in Section 14-2-857 of the Code (or any successor provision),
whether or not the Corporation would have the power to indemnify such persons against such
liability under the laws of the State of Georgia.
(c) The Corporation shall pay for or reimburse the reasonable expenses incurred by a
director or officer who is a party to a proceeding because he or she is a director or officer
of the Corporation in advance of a final disposition of the proceeding if the director
or officer submits to the Secretary of the Corporation a written request that complies
with the requirements of Section 14-2-853 of the Code (or any successor provision). The
Secretary of the Corporation shall promptly upon receipt of such a request for advance of
expenses advise the Board of Directors in writing that such director or officer has requested
an advance of expenses.
(d) The indemnification and advancement of expenses provided by or granted pursuant
to this Section 8.1 shall, unless otherwise provided when authorized or ratified, continue as
to a person who has ceased to be a
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director or officer of the Corporation and shall inure to the benefit of the heirs,
executors, and administrators of such a person. Such indemnification and advancement of
expenses provided by or granted pursuant to this Section 8.1 shall be a contractual right
of the Corporations directors and officers.
8.2 Interested Directors and Officers.
(a) No contract or transaction between the Corporation and one or more of its directors
or officers, or between the Corporation and any other corporation, partnership,
association, or other organization in which one or more of its directors or officers are
directors or officers or have a material financial interest, shall be enjoined, set aside or
give rise to an award of damages or other sanctions, in an action by a shareholder or by or in the
right of the Corporation, on the grounds of an interest in the transaction of the director or
officer or any person with whom or which he has a personal, economic, or other
association, if:
(1) such transaction is approved by the directors in accordance with Section 14-2-862
of the Code (or any successor provision);
(2) such transaction is approved by the shareholders in accordance with Section 14-2-863
of the Code (or any successor provision); or
(3) the transaction, judged in the circumstances at the time of the commitment, is
established to have been fair to the Corporation.
(b) A majority (but not less than two) of all of the qualified directors (as
such term is defined in Section 14-2-862 of the Code (or any successor provision)) on the
Board of Directors shall constitute a quorum for purposes of an action that complies with Section
8.2(a)(1) of these Bylaws. An action of the Board of Directors that otherwise complies with the
Code and these Bylaws is not affected by the presence or vote of a Director who is not a
qualified director.
ARTICLE NINE
MISCELLANEOUS
9.1 Inspection of Books and Records. Except to the extent otherwise provided by the
Code, the Board of Directors shall have the power to determine which accounts, books and
records of the Corporation shall be opened to the inspection of shareholders and shall have the
power to fix reasonable rules and regulations not in conflict with the Code for the
inspection thereof.
9.2 Fiscal Year. The Board of Directors is authorized to fix the fiscal year of
the Corporation and to change the same from time to time as it deems appropriate. Unless
otherwise so determined, the fiscal year of the Corporation shall begin on the Sunday
following the Saturday closest to June 30 of each year and end on the Saturday closest to June 30
of the following year.
9.3 Seal. The seal of the Corporation shall consist of an impression bearing the name
of the Corporation around the perimeter and word Seal in the center thereof. In lieu thereof,
the Corporation may use an impression or writing bearing the words CORPORATE SEAL, which shall
also be deemed to be the seal of the Corporation.
ARTICLE TEN
BUSINESS COMBINATIONS WITH INTERESTED STOCKHOLDERS
10.1 Applicability of Statutes. The Corporation elects to be covered by all of the
requirements set forth in Sections 14-2-1131 through 14-2-1133 of the Code with respect to
business combinations with interested shareholders.
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ARTICLE ELEVEN
AMENDMENT
11.1 Power to Amend These Bylaws. The Board of Directors shall have power to alter,
amend or repeal these Bylaws or to adopt any new bylaws; provided, however, any new bylaws
adopted by the Board of Directors may be altered, amended or repealed, and new bylaws may
also be adopted, by the shareholders. The shareholders may prescribe that any bylaw or bylaws
adopted by them shall not be altered, amended or repealed by the Board of Directors.
11.2 Requisite Vote. Action taken by the shareholders with respect to Bylaws shall be
taken by an affirmative vote of at least two-thirds (2/3) of each class of shares entitled to
vote, and action by the Board of Directors with respect to Bylaws shall be taken by an
affirmative vote of at least two-thirds (2/3) of all Directors then in office.
These Bylaws were duly adopted by the Incorporator of the Corporation as of December 10,
1999.
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/s/ Marge Rupp
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Marge Rupp, Secretary |
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