AMENDED
AND RESTATED
BYLAWS
OF
CAPITAL
CITY BANK GROUP, INC.
Adopted
by the Board of Directors on the 29th day of November, 2007.
ARTICLE
I
MEETINGS
OF SHAREOWNERS
Section
1.
Annual
Meeting.
The
annual meeting of the shareowners of this Corporation shall be held annually
within the first five (5) months of each year, or at any other time permitted
by
law, at the time and place designated by the Board of Directors of the
Corporation. Business transacted at the annual meeting shall include the
election of directors of the Corporation, in accordance with the applicable
provisions of the Articles of Incorporation, and all other duties and powers
conferred upon the shareowners by the laws of the State of Florida.
Section
2.
Special
Meetings.
Special
meetings of the shareowners shall be held when directed by the Board of
Directors through a resolution adopted by a majority of the total number of
directors (whether or not any vacancies of previously authorized directorships
exist at the time the Board is presented with such resolution), or when
requested in writing by the holders of not less than fifty percent (50%) of
all
the shares entitled to vote on any issue at the meeting, upon the giving of
notice as provided in Article I, Section 4 of these Bylaws. The call for the
meeting shall be issued by the Secretary or the shareowners requesting the
special meeting, unless the President, the Board of Directors or such
shareowners designate another person to do so.
Section
3.
Place.
Meetings of shareowners may be held within or outside of the State of Florida.
If no place is designated in the notice for a meeting of shareowners, the place
of meeting shall be the principal office of the Corporation.
Section
4.
Notice.
Except
as provided in the Florida Business Corporation Act (“the Act”), written notice
stating the place, day and hour of the meeting, and in the case of a special
meeting or if specifically required by law, the purpose or purposes for which
the meeting is called, shall be delivered to each shareowner of record entitled
to vote at such meeting. Such notice shall be given at least ten (10) but not
more than sixty (60) days before the date of the meeting, by first class mail
by
the Secretary or the shareowners requesting the special meeting, unless the
President, the Board of Directors or such shareowners designate another person
to do so. Such notice shall be mailed to each shareowner at his or her address
as it appears on the books of the Corporation. If the notice is mailed at least
thirty (30) days before the date of the meeting, it may be done by a class
of
United States mail other than first class. Such notice is deemed delivered
when
deposited in the United States mail with postage prepaid thereon.
Section
5.
Notice
of Adjourned Meetings.
When a
meeting is adjourned to another time or place, it shall not be necessary to
give
any notice of the adjourned meeting if the time and place to which the meeting
is adjourned are 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 on the original date of the meeting. If, however, after the
adjournment the Board of Directors fixes a new record date for the adjourned
meeting, a notice of the adjourned meeting shall be given as provided in Article
I, Section 4 of these Bylaws to each shareowner of record on the new record
date
entitled to vote at such meeting.
Section
6.
Waiver
of Notice of Shareowners Meetings.
Whenever any notice is required to be given to any shareowner, a waiver thereof
in writing signed by the shareowner or shareowners entitled to such notice,
whether before, during or after the time of the meeting stated therein and
delivered to the Corporation for inclusion in the minutes or filing with the
corporate records, shall be equivalent to the giving of such notice. Attendance
by a shareowner at a meeting shall constitute a waiver of: (a) lack of notice
or
defective notice of such meeting, unless the shareowner at the beginning of
the
meeting objects to holding the meeting; or (b) lack of defective notice of
a
particular matter at a meeting that is not within the purpose or purposes
described in the meeting notice, unless the person objects to considering that
particular matter when it is presented. Unless otherwise required by the
Articles of Incorporation, neither the business to be transacted at, nor the
purpose of, any regular or special meeting of the shareowners need be specified
in any written waiver of notice.
Section
7.
Fixing
Record Date.
For the
purpose of determining shareowners entitled to notice of, or to vote at, any
meeting of shareowners or any adjournment thereof, or to demand a special
meeting, or to receive payment of any distribution, or in order to make a
determination of shareowners for any other purpose, the Board of Directors
may
fix in advance a date as the record date for any determination of shareowners,
such date in any case to be not less than ten (10) nor more than seventy (70)
days prior to the date on which the particular action requiring such
determination of shareowners is to be taken. A determination of shareowners
entitled to notice of, or to vote at, any meeting of shareowners shall apply
to
any adjournment thereof, unless the Board of Directors fixes a new record date
for the adjourned meeting, which it must do if the meeting is adjourned to
a
date more than one hundred twenty (120) days after the date fixed for the
original meeting.
Section
8.
Voting
Record.
After
fixing a record date for a meeting of shareowners, the Corporation shall prepare
an alphabetical list of the names of all shareowners who are entitled to notice
of such meeting, arranged by voting group, with the address of, and the number
and class and series, if any, of the shares held by, each shareowner. The
shareowners' list must be available for inspection by any shareowner for a
period of ten (10) days prior to the meeting or such shorter time as exists
between the record date and the meeting and continuing through the meeting
at
the Corporation's principal office, at a place identified in the meeting notice
in the city where the meeting will be held, or at the office of the
Corporation's transfer agent or registrar. Any shareowner of the Corporation
or
his agent or attorney is entitled on written demand to inspect the shareowners'
list (subject to the requirements of the Act), during regular business hours
and
at the shareowner's expense, during the period it is available for inspection.
The Corporation shall make the shareowners' list available at the meeting of
shareowners, and any shareowner or his agent or attorney is entitled to inspect
the list at any time during the meeting or any adjournment.
If
the
requirements of this Section have not been substantially complied with, the
meeting shall be adjourned until such time as the Corporation complies with
such
requirements on demand of any shareowner in person or by proxy who failed to
get
such access. 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.
Section
9.
Shareowner
Quorum and Voting.
Shares
entitled to vote as a separate voting group may take action on a matter at
a
meeting only if a quorum of those shares exists with respect to that matter.
Except as otherwise provided in the Articles of Incorporation or by the Act,
a
majority of the shares entitled to vote on the matter by each voting group,
represented in person or by proxy, shall constitute a quorum at any meeting
of
shareowners, but in no event shall a quorum consist of less than one third
of
the shares of each voting group entitled to vote. If less than a majority of
outstanding shares entitled to vote are represented at a meeting, a majority
of
the shares so represented may adjourn the meeting from time to time without
further notice. After a quorum has been established at any shareowners' meeting,
the subsequent withdrawal of shareowners, so as to reduce the number of shares
entitled to vote at the meeting below the number required for a quorum, shall
not affect the validity of any action taken at the meeting or any adjournment
thereof. For purposes of determining a quorum, abstentions and broker non-votes
shall be deemed to be shares entitled to vote on a matter.
Once
a
share is represented for any purpose at a meeting, it 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 that adjourned
meeting.
Section
10.
Votes
Per Share.
Except
as otherwise provided in the Articles of Incorporation or by the Act, each
outstanding share, regardless of class, shall be entitled to one vote on each
matter submitted to a vote at a meeting of shareowners.
Section
11.
Manner
of Action.
If a
quorum is present, action on a matter (other than the election of directors)
by
a voting group is approved if the votes cast within the voting group favoring
the action exceed the votes cast opposing the action, unless a greater or lesser
number of affirmative votes is required by the Articles of Incorporation, the
Bylaws or by law.
Section
12.
Voting
for Directors.
(a)
At
each
election for directors, every shareowner entitled to vote at such election
shall
have the right to vote, in person or by proxy, the number of shares owned by
him
for as many persons as there are directors to be elected at that time and for
whose election he has a right to vote. Unless otherwise provided in the Articles
of Incorporation, cumulative voting is not authorized.
(b)
If
a
nominee for director does not receive the vote of at least the majority of
the
votes cast at any meeting for the election of directors at which a quorum is
present, the nominee for director will promptly tender his or her resignation
to
the Board of Directors in accordance with the agreement contemplated by Article
I, Section 12(c); provided, however, that a nominee for director shall need
only
receive the vote of at least a plurality of the votes cast at any meeting for
the election of directors at which a quorum is present and for which (i) the
Secretary of the Corporation receives a notice that a shareowner has nominated
a
person for election to the Board of Directors in compliance with the advance
notice requirements for shareowner nominees for director set forth in Article
I,
Section 17 of these Bylaws and (ii) such nomination has not been withdrawn
by
such shareowner on or prior to the day immediately preceding the date the
Corporation first mails its notice of meeting for such meeting to the
shareowners. If the plurality voting standard applies, then shareowners shall
not be permitted to vote against a nominee for director. For purposes of this
bylaw, a majority of votes cast means that the number of shares voted “for” a
nominee’s election exceeds 50% of the number of votes cast with respect to that
nominee’s election. Votes cast include votes to withhold authority in each case,
but exclude abstentions with respect to that nominee’s election. Votes to
withhold authority are counted as votes against this nominee.
The
Nominating Committee will make a recommendation to the Board of Directors as
to
whether to accept or reject a tendered resignation, or whether other action
should be taken. The Board of Directors will act on the tendered resignation,
taking into account the Nominating Committee’s recommendation, and publicly
disclose (by a press release, a filing with the Securities and Exchange
Commission or other broadly disseminated means of communication) its decision
regarding the tendered resignation and the rationale behind the decision within
90 days from the date of the certification of the election results. The
Nominating Committee in making its recommendation, and the Board of Directors
in
making its decision, may each consider any factors or other information that
it
considers appropriate and relevant. The director who tenders his or her
resignation will not participate in the recommendation of the Nominating
Committee or the decision of the Board of Directors with respect to his or
her
resignation. If a director’s resignation is not accepted by the Board of
Directors, such director will continue to serve until the annual meeting for
the
year in which his or her term expires and until his or her successor is duly
elected, or his or her earlier resignation or removal. If a director’s
resignation is accepted by the Board of Directors, then the Board of Directors,
in its sole discretion, may fill any resulting vacancy pursuant to the
provisions of Article II, Section 7 below or may decrease the size of the Board
of Directors pursuant to the provisions of Article II, Section 2
below.
(c) To
be
eligible to be a nominee for election or reelection as a director of the
Corporation, a person must deliver (in accordance with the time periods
prescribed for delivery of notice under Article I, Section 17) to the Secretary
at the principal executive offices of the Corporation a written agreement (in
the form provided by the Secretary upon written request) that such person will
abide by the requirements of Article I, Section 12(b).
Section
13.
Voting
of Shares.
A
shareowner may vote at any meeting of shareowners of the Corporation, either
in
person or by proxy.
Shares
standing in the name of another corporation, domestic or foreign, may be voted
by the officer, agent or proxy designated by the Bylaws of the corporate
shareowner or, in the absence of any applicable bylaw, by such person as the
board of directors of the corporate shareowner may designate. Proof of such
designation may be made by presentation of a certified copy of the Bylaws or
other instrument of the corporate shareowner. In the absence of any such
designation or, in the case of conflicting designation by the corporate
shareowner, the chairman of the board, the president, any vice president, the
secretary and the treasurer of the corporate shareowner shall be presumed to
possess, in that order, authority to vote such shares.
Shares
held by an administrator, executor, guardian, personal representative or
conservator may be voted by him or her, either in person or by proxy, without
a
transfer of such shares into his or her name. Shares standing in the name of
a
trustee may be voted by him or her, either in person or by proxy, but no trustee
shall be entitled to vote shares held by him or her without a transfer of such
shares into his or her name or the name of his or her nominee.
Shares
held by or under the control of a receiver, a trustee in a bankruptcy proceeding
or an assignee for the benefit of creditors may be voted by such person without
the transfer thereof into his or her name.
If
shares
stand of record in the names of two or more persons, whether fiduciaries,
members of a partnership, joint tenants, tenants in common, tenants by the
entirety or otherwise, or if two or more persons have the same fiduciary
relationship with respect to the same shares, unless the Secretary of the
Corporation is given notice to the contrary and is furnished with a copy of
the
instrument or order appointing them or creating the relationship wherein it
is
so provided, then acts with respect to voting shall have the following effect:
(a) if only one votes, in person or by proxy, that act binds all; (b) if more
than one votes, in person or by proxy, the act of the majority so voting binds
all; (c) if more than one votes, in person or by proxy, but the vote is evenly
split on any particular matter, each faction is entitled to vote the share
or
shares in question proportionally; or (d) if the instrument or order so filed
shows that any such tenancy is held in unequal interest, a majority or a vote
evenly split for purposes hereof shall be a majority or a vote evenly split
in
interest. The principles of this paragraph shall apply, insofar as possible,
to
execution of proxies, waivers, consents, or objections and for the purpose
of
ascertaining the presence of a quorum.
Section
14.
Proxies.
Any
shareowner of the Corporation, other person entitled to vote on behalf of a
shareowner pursuant to the Act, or attorney-in-fact for such persons, may vote
the shareowner's shares in person or by proxy.
An
appointment of a proxy is effective when received by the Secretary of the
Corporation or such other officer or agent which is authorized to tabulate
votes, and shall be valid for up to eleven (11) months, unless a longer period
is expressly provided in the appointment form.
The
death
or incapacity of the shareowner appointing a proxy does not affect the right
of
the Corporation to accept the proxy's authority unless notice of the death
or
incapacity is received by the Secretary or other officer or agent authorized
to
tabulate votes before the proxy exercises his authority under the
appointment.
An
appointment of a proxy is revocable by the shareowner unless the appointment
form conspicuously states that it is irrevocable and the appointment is coupled
with an interest.
Section
15.
Voting
Trusts.
One or
more shareowners may create a voting trust, conferring on a trustee the right
to
vote or otherwise act for them, by signing an agreement setting out the
provisions of the trust and transferring their shares to the trustee. When
a
voting trust agreement is signed, the trustee shall prepare a list of the names
and addresses of all owners of beneficial interest in the trust, together with
the number and class of shares each transferred to the trust, and deliver copies
of the list and agreement to the Corporation's principal office. After filing
a
copy of the list and agreement in the Corporation's principal office, such
copies shall be open to inspection by any shareowner of the Corporation, subject
to the requirements of the Act, or to any beneficiary of the trust under the
agreement during business hours. The trustee must also deliver a copy of each
extension of the voting trust agreement, and a list of beneficial owners under
such extended agreement, to the Corporation's principal office.
Section
16.
Shareowners'
Agreements.
Two or
more shareowners may provide for the manner in which they will vote their
shares, and providing for such other matters as are permitted by the Act, by
signing an agreement for that purpose. When a shareowners' agreement is signed,
the shareowners who are parties thereto shall deliver copies of the agreement
to
the Corporation's principal office. After filing a copy of the agreement in
the
Corporation's principal office, such copies shall be open to inspection by
any
shareowner of the Corporation, subject to the requirements of the Act, or any
party to the agreement during business hours.
Section
17.
Nominations
for Director.
Nominations for election to the Board of Directors may be made by the Board
of
Directors or by any shareowner of any outstanding class of capital stock of
the
Corporation entitled to vote for the election of directors. Nominations, other
than those made by or on behalf of the Board of Directors of the Corporation,
shall be made in writing to the Secretary of the Corporation and shall be
delivered to or mailed and received at the principal executive offices of the
Corporation, not less than one hundred twenty (120) days and not more than
one
hundred eighty (180) days prior to the date of the Corporation's notice of
annual meeting provided with respect to the previous year's annual meeting;
provided, however, that if no annual meeting was held in the previous year
or
the date of the annual meeting has been changed to be more than thirty (30)
calendar days earlier than the date contemplated by the previous year's
statement, such notice by the shareowner to be timely must be received no later
than the close of business on the tenth (10th) day following the date on which
notice of the date of the annual meeting is given to shareowners or made public,
whichever first occurs. Such notification shall contain the following
information to the extent known to the notifying shareowner: (a) as to each
person whom the shareowner proposes to nominate for election or re-election
as a
director at the annual meeting; (i) the name, age, business address and
residence address of the proposed nominee, (ii) the principal occupation or
employment of the proposed nominee, (iii) the class and number of shares of
capital stock of the Corporation which are beneficially owned by the proposed
nominee, and (iv) any other information relating to the proposed nominee that
is
required to be disclosed in solicitations for proxies for election of directors
pursuant to Schedule 14A of Regulation 14A promulgated under Section 14(a)
of
the Securities Exchange Act of 1934, as amended; and (b) as to the shareowner
giving the notice of nominees for election at the annual meeting, (i) the name
and record address of the shareowner, and (ii) the class and number of shares
of
capital stock of the Corporation which are beneficially owned by the shareowner.
The Corporation may require any proposed nominee for election at an annual
or
special meeting of shareowners to furnish such other information as may
reasonably be required by the Corporation to determine the eligibility of such
proposed nominee to serve as a director of the Corporation. No person shall
be
eligible for election as a director of the Corporation unless nominated in
accordance with the procedures set forth herein. The Chairman of the meeting
shall, if the facts warrant, determine and declare in the meeting that a
nomination was not made in accordance with the requirements of the Articles
of
Incorporation and this Section 17, and if he should so determine, he shall
so
declare to the meeting and the defective nomination shall be
disregarded.
Section
18.
Shareowner
Proposals.
(a)
At
an
annual meeting of the shareowners, only such business shall be conducted as
shall have been properly brought before the meeting. To be properly brought
before an annual meeting, business must be (i) specified in the notice of
meeting (or any supplement thereto) given by or at the direction of the Board
of
Directors, (ii) otherwise properly brought before the meeting by or at the
direction of the Board of Directors, or (iii) otherwise properly brought before
the meeting by a shareowner in accordance with this Section 18.
(b)
For
business to be properly brought before an annual meeting by a shareowner, the
corporation must have received timely notice thereof in writing from such
shareowner. To be timely, a shareowner's notice must be received by the
Secretary of the corporation as of the date set forth in the corporation's
proxy
statement relating to the annual meeting for the preceding year; provided,
however,
that if
no such date is stated, then such date shall be one hundred and twenty (120)
calendar days in advance of the date (with respect to the forthcoming annual
meeting) that the corporation's proxy statement was released to its shareowners
in connection with the previous year's annual meeting of security holders;
and
provided
further
that if
no annual meeting was held in the previous year or the date of the annual
meeting has been changed by more than thirty (30) calendar days from the date
contemplated at the time of the previous year's proxy statement, a proposal
shall be received by the corporation no later than the close of business on
the
tenth (10th) day following the date on which notice of the date of the annual
meeting is given to shareowners or made public, whichever first
occurs.
(c)
Such
notification shall contain the following information as to each matter the
shareowner proposes to bring before the annual meeting: (i) a brief description
of the business desired to be brought before the annual meeting and the reasons
for conducting such business at the annual meeting; (ii) the name and address,
as they appear on the corporation's books, of the shareowner proposing such
business; (iii) the class and number of shares of the corporation which are
beneficially owned, as such term is defined in Rule 13d-3 (“Rule 13d-3”)
promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), by the shareowner; (iv) any substantial interest of the shareowner in
such business; and (v) any other information required pursuant to the rules
and
regulations promulgated under the Exchange Act relating to shareowner proposals.
For purposes of clause (iv) above, a “substantial interest of the shareowner in
such business” shall be deemed to occur if such interest were reportable
(assuming that the shareowner's business was in fact brought before the annual
meeting) pursuant to Item 5 of Schedule 14A (Rule 14a-101) promulgated under
the
Exchange Act.
(d)
Notwithstanding
anything in the Bylaws to the contrary, no business shall be conducted at any
annual meeting except in accordance with the procedures set forth in this
Section.
Section
19.
Inspectors
of Election.
Prior
to each meeting of shareowners, the Board of Directors or the President may
appoint one or more Inspectors of Election. Upon his appointment, each such
Inspector shall take and sign an oath to faithfully execute the duties of
Inspector at such meeting with strict impartiality and to the best of his
ability. Such Inspectors shall determine the number of shares outstanding,
the
number of shares present at the meeting and whether a quorum is present at
such
meeting. The Inspectors shall receive votes and ballots and shall determine
all
challenges and questions as to the right to vote and shall thereafter count
and
tabulate all votes and ballots and determine the result. Such Inspectors shall
do such further acts as are proper to conduct the elections of directors and
the
vote on other matters with fairness to all shareowners. The Inspectors shall
make a certificate of the results of the elections of directors and the vote
on
other matters. No Inspector shall be a candidate for election as a director
of
the Corporation.
ARTICLE
II
DIRECTORS
Section
1.
Functions.
Except
as provided in the Articles of Incorporation or by law, all corporate powers
shall be exercised by or under the authority of, and the business and affairs
of
this Corporation shall be managed under the direction of, the Board of
Directors.
Section
2.
Number.
The
Board of Directors of the Corporation shall consist of a number of persons
fixed
by a resolution of the Board of Directors from time to time; provided, however,
that the Board of Directors shall not consist of less than one (1) person,
and
not more than twenty-five (25) persons.
Section
3.
How
Selected.
Except
as otherwise provided herein and in the Articles of Incorporation with respect
to appointment of directors in order to fill a vacancy, directors shall be
elected at the annual meeting of shareowners or at a special meeting in
accordance with Article VI of the Articles of Incorporation, as it may be
amended from time to time.
Section
4.
Qualifications.
Directors must be natural persons over the age of 18 years old, but need not
be
residents of the State of Florida.
Section
5.
Removal
of Directors.
Subject
to the rights of the holders of any series of Preferred Stock then outstanding,
any director, or the entire Board of Directors, may be removed, but only for
cause (as defined in the Articles of Incorporation), and only by action of
the
shareowners in accordance with the Articles of Incorporation. A removal of
any
director by the action of the shareowners must receive the approval by an
affirmative vote of the holders of not less than two-thirds (66 2/3%) of the
voting power of all the issued and outstanding shares of the Corporation at
any
annual meeting or any special meeting called for such purpose. A director may
not be removed without such a meeting, notwithstanding any other provisions
of
these Bylaws. If a director was elected by a voting group of shareowners, only
the shareowners of that voting group may participate in the vote to remove
that
director. The notice of the meeting at which a vote is taken to remove a
director must state that the purpose or one of the purposes of the meeting
is
the removal of the director or directors.
Section
6.
Resignation.
Any
director may resign at any time by delivering written notice to the Corporation,
the Board of Directors or its Chairman. Such resignation is effective when
the
notice is delivered unless the notice specifies a later effective date, in
which
event the Board of Directors may fill the pending vacancy before the effective
date if the Board of Directors provides that the successor does not take office
until the effective date.
Section
7.
Vacancies.
A
director shall hold office until the annual meeting for the year in which his
term expires and until his successors shall be elected and qualified, subject,
however, to the director's prior death, resignation, retirement,
disqualification, or removal from office. Any vacancy occurring in the Board
of
Directors, including any vacancy created by reason of an increase in the number
of directors, may be filled by the affirmative vote of a majority of the
remaining directors though less than a quorum of the Board of Directors. A
director elected to fill a vacancy shall hold office for a term that shall
coincide with the term of the class to which such director shall have been
elected.
Section
8.
Regular
Meetings.
An
annual regular meeting of the Board of Directors shall be held without notice as
soon as practicable after the annual meeting of shareowners for the purpose
of
the election of officers and the transaction of such other business as may
come
before the meeting, and at such other time and place as may be determined by
the
Board of Directors. The Board of Directors may, with or without notice, at
any
time and from time to time, decide the time and place, either within or outside
of the State of Florida, for the holding of the annual regular meeting or
additional regular meetings of the Board of Directors. Meetings of the Board
of
Directors may be called by a majority of the Board of Directors.
Section
9.
Special
Meetings.
Special
meetings of the Board of Directors may be called by the Chairman of the Board,
the President of the Corporation, or a majority of the Board of
Directors.
The
person or persons authorized to call special meetings of the Board of Directors
may designate any place, either within or outside of the State of Florida,
as
the place for holding any special meeting of the Board of Directors called
by
them. If no designation is made, the place of meeting shall be the principal
office of the Corporation in the State of Florida.
Notice
of
any special meeting of the Board of Directors may be given by any reasonable
means, whether oral or written, and at any reasonable time prior to such
meeting. The reasonableness of any notice given in connection with any special
meeting of the Board of Directors shall be determined in light of all of the
pertinent circumstances. It shall be presumed that notice of any special meeting
given at least two (2) days prior to such special meeting, either orally (by
telephone or in person), or by written notice delivered personally or mailed
to
each director at his or her business or residence address, is reasonable.
Neither the business to be transacted at, nor the purpose or purposes of, any
special meetings of the Board of Directors need be specified in the notice
or in
any written waiver of notice of such meeting.
Section
10.
Waiver
of Notice of Meeting.
Notice
of a meeting of the Board of Directors need not be given to any director who
signs a written waiver of notice either before, during or after the meeting.
Attendance of a director at a meeting shall constitute a waiver of notice of
such meeting and waiver of any and all objections to the place of the meeting,
the time of the meeting and the manner in which it has been called or convened,
except when a director states, at the beginning of the meeting or promptly
upon
arrival at the meeting, any objection to the transaction of business because
the
meeting is not lawfully called or convened.
Section
11.
Quorum
and Voting.
A
majority of the number of directors fixed in the manner provided by these Bylaws
shall constitute a quorum for the transaction of business; provided however,
that whenever, for any reason, a vacancy occurs in the Board of Directors,
a
quorum shall consist of a majority of the remaining directors until the vacancy
has been filled. The act of the majority of the directors present at a meeting
at which a quorum is present when the vote is taken shall be the act of the
Board of Directors.
A
majority of the directors present, whether or not a quorum exists, may adjourn
any meeting of the Board of Directors to another time and place. Notice of
any
such adjourned meeting shall be given to the directors who were not present
at
the time of the adjournment and, unless the time and place of the adjourned
meeting are announced at the time of the adjournment, to the other
directors.
Section
12.
Meetings
of the Board of Directors by Means of a Conference Telephone or Similar
Communications.
Members
of the Board of Directors may participate in a meeting of such Board by means
of
a conference telephone or similar communications equipment if all persons
participating in the meeting can hear each other at the same time. Participation
by such means shall constitute presence in person at a meeting.
Section
13.
Action
Without a Meeting.
Any
action required or permitted to be taken at a meeting of the Board of Directors
or a committee thereof may be taken without a meeting if a consent in writing,
setting forth the action so taken, is signed by all of the directors of this
Corporation, or all the members of the committee, as the case may be. Action
taken under this Section is effective when the last director or member of the
committee signs the consent, unless the consent specifies a different effective
date. Such consent shall have the effect as a vote taken at an annual or special
meeting of the Board of Directors and may be described as such in any
document.
Section
14.
Director
Conflicts of Interests.
No
contract or other transaction between this Corporation and one or more of its
directors or any other corporation, firm, association or entity in which one
or
more of the directors of this Corporation are directors or officers or are
financially interested shall be either void or voidable because of such
relationship or interest, or because such director or directors of this
Corporation are present at the meeting of the Board of Directors or a committee
thereof which authorizes, approves or ratifies such contract or transaction,
or
because his or their vote(s) are counted for such purpose, if:
(a)
The
fact
of such relationship or interest is disclosed or known to the Board of Directors
or committee which authorizes, approves or ratifies the contract or transaction
by a vote or consent sufficient for the purpose without counting the vote(s)
or
written consent(s) of such interested director(s); or
(b)
The
fact
of such relationship or interest is disclosed or known to the shareowners
entitled to vote and they authorize, approve or ratify such contract or
transaction by vote taken at an annual or special meeting of shareowners;
or
(c)
The
contract or transaction is fair and reasonable as to the Corporation at the
time
it is authorized by the Board of Directors, a committee thereof or the
shareowners.
For
purposes of Section 14(a) hereof only, a conflict of interest transaction is
authorized, approved or ratified if it receives the affirmative vote of a
majority of the directors on the Board of Directors, or on the committee, who
have no relationship or interest in the transaction, but a transaction may
not
be authorized, approved or ratified under this Section 14 by a single director.
If a majority of the directors who have no such relationship or interest in
the
transaction vote to authorize, approve or ratify the transaction, a quorum
is
present for the purpose of taking action under this Section 14. The presence
of,
or a vote cast by, a director with such relationship or interest in the
transaction does not affect the validity of any action taken under Section
14(a)
hereof if the transaction is otherwise authorized, approved or ratified as
provided in that subsection, but such presence or vote of those directors may
be
counted for purposes of determining whether the transaction is approved under
other provisions of the Bylaws, the Articles of Incorporation or the
Act.
For
purposes of Section 14(b) hereof, a conflict of interest transaction is
authorized, approved or ratified if it receives the vote of a majority of the
shares entitled to be counted under this Section 14. Shares owned by or voted
under the control of a director who has a relationship or interest in the
transaction described in this Section 14 may not be counted in a vote of
shareowners to determine whether to authorize, approve or ratify a conflict
of
interest transaction under Section 14(b) hereof. The vote of those shares,
however, is counted in determining whether the transaction is approved under
other provisions of these Bylaws, the Articles of Incorporation or the Act.
A
majority of the shares, whether or not present, that are entitled to be counted
in a vote on the transaction under this Section 14 constitutes a quorum for
the
purpose of taking action under this Section 14.
ARTICLE
III
COMMITTEES
OF THE BOARD OF DIRECTORS
Section
1.
Standing
Committees.
The
following standing committees may be formed: (a) Executive Committee; (b)
Compensation Committee; (c) Audit Committee; (d) Nominating Committee; (e)
Corporate Governance Committee, as well as one or more other committees as
it
may deem advisable. Each such committee may exercise the powers and authority
of
the Board of Directors to the extent provided in the charters of each committee
adopted by the Board of Directors in one or more resolutions.
Section
2.
Limit
on Power and Authority.
No such
committee shall have the authority or power to:
(a)
Approve
or recommend to shareowners actions or proposals required by law to be approved
by shareowners;
(b)
Fill
vacancies on the Board of Directors or any committee thereof;
(c)
Adopt,
amend or repeal the Bylaws;
(d) Authorize
or approve the reacquisition of shares unless pursuant to a general formula
or
method specified by the Board of Directors;
(e)
Authorize
or approve the issuance or sale of, or any contract to issue or sell, shares
or
designate the terms of the series of a class of shares, except that the Board
of
Directors may authorize a committee (or senior executive officer of the
Corporation) to do so within limits specifically prescribed by the Board of
Directors.
Section
3.
Meetings.
Each
committee shall hold as many meetings as are necessary to continue or complete
the performance of its duties. The provisions of Sections 9, 10 and 11 of
Article II of these Bylaws shall apply to committees and their members as
well.
Section
4.
Record
of Meetings.
Each
committee shall keep or cause to be kept minutes of each meeting held, and
each
set of minutes shall include a description of all matters considered and all
decisions, if any, made.
ARTICLE
IV
OFFICERS
Section
1.
Officers.
If so
appointed by the Board of Directors, the officers of this Corporation shall
consist of a Chairman, a President, one or more Executive Vice Presidents,
Senior Vice Presidents and Vice Presidents, a Secretary, a Treasurer, and such
other officers as appointed by the Board of Directors. Any two (2) or more
offices may be held by the same person.
Section
2.
Appointment
and Term of Office.
The
officers of the Corporation shall be appointed annually by the Board of
Directors at the first meeting of the Board held after the shareowners' annual
meeting. If the appointment of officers does not occur at this meeting, the
appointment shall occur as soon thereafter as practicable. Each officer shall
hold office until a successor has been duly appointed and qualified, or until
an
earlier resignation, removal from office, or death.
Section
3.
Removal
of Officers.
Any
officer of the Corporation may be removed from his or her office or position
at
any time, with or without cause, by a majority vote of the Board of Directors.
Any officer or assistant officer, if appointed by another officer, may likewise
be removed by such officer.
Section
4.
Resignation.
Any
officer of the Corporation may resign at any time from his or her office or
position by delivering notice to the Corporation, the Board of Directors or
its
Chairman. Such resignation is effective when the notice is delivered unless
the
notice specifies a later effective date. If a resignation is made effective
at a
later date and the Corporation accepts the future effective date, the Board
of
Directors may fill the pending vacancy before the effective date if the Board
provides that the successor does not take office until the effective
date.
Section
5.
Duties.
If so
appointed by the Board of Directors, the officers of this Corporation shall
have
the following duties:
(a)
Chairman.
The
Chairman shall preside at all meetings of the Board of Directors.
(b)
President.
Unless
otherwise designated by the Board of Directors, the President shall be the
Chief
Executive Officer of the Corporation and shall, subject to the control of the
Board of Directors, in general, supervise and control all of the business and
affairs of the Corporation, and shall preside at all meetings of the shareowners
and all committees of the Board of Directors on which he or she may serve,
and
in the absence of the Chairman, shall preside at all meetings of the Board
of
Directors. During any time the President is serving as the Chief Executive
Officer, the President shall be a member of the Board of Directors. In addition,
the President may cause to be called special meetings of the shareowners and
directors in accordance with these Bylaws.
(c)
Executive,
Senior and other Vice Presidents.
One or
more Executive, Senior or other Vice Presidents may be designated by that title
or such additional title or titles as the Board of Directors may determine.
The
duties of such Vice Presidents shall be as follows:
During
the absence and inability of the President to perform his duties or exercise
his
powers, as set forth in these Bylaws or in the acts under which this Corporation
is organized, the same shall be performed and exercised by an Executive Vice
President (in such order of seniority as may be determined by the Board of
Directors or, failing such determination, as may be designated by the Chairman
of the Board); and when so acting, he shall have the powers and be subject
to
all responsibilities hereby given to or imposed upon the President. However,
the
Executive Vice President shall not become a member of the Board of Directors
unless elected by the Board of Directors. The Executive, Senior and other Vice
Presidents shall have such powers and perform such duties as usually pertain
to
their office, or as are assigned to them by the President or the Board of
Directors.
(d)
Secretary.
The
Secretary shall have such powers and perform such duties as are incident to
the
Office of Secretary of a Corporation, or as are assigned to him by the President
or the Board of Directors, including the following:
(1)
He
shall
keep the resolutions, forms of written consent, minutes of the meetings of
the
Board of Directors and of the shareowners, and other official records of the
Corporation in appropriate books.
(2)
He
shall
give and serve all notices of the Corporation.
(3)
He
shall
be custodian of the records and of the corporate seal, and affix the latter
when
required to authenticate the records of the Corporation.
(4)
He
shall
keep or cause to be kept the stock and transfer books in the manner prescribed
by law, so as to show at all times the amount of capital stock, the manner
and
the time the same was paid in, the names of the owners thereof, alphabetically
arranged, their respective places of residences, their post office addresses,
the number of shares owned by each, and the time at which each person became
such owner; and keep or cause to be kept such stock and transfer books open
daily during the business hours and at the main office of the Corporation,
or at
such other place as may be designated by the Secretary, subject to the
inspection of such shareowners as are authorized to inspect the same, as
provided in Article I, Section 8 of these Bylaws.
(5)
He
shall
sign all certificates of stock.
(6)
He
shall
present to the Board of Directors all communications addressed to him officially
by the President or any officer or shareowner of the Corporation.
(7)
He
shall
attend to all correspondence and perform all the duties incident to the Office
of Secretary.
(e)
Treasurer.
The
Treasurer shall have custody of all corporate funds and financial records,
shall
keep full and accurate accounts of receipts and disbursements and shall perform
such other duties as may be prescribed by the Board of Directors or the
President.
Section
6.
Other
Officers, Employees, and Agents.
Each
and every other officer, employee, and agent of the Corporation shall possess,
and may exercise, such power and authority, and shall perform such duties,
as
may from time to time be assigned to him or her by the Board of Directors,
the
officer appointing him or her, and such officer or officers who may from time
to
time be designated by the Board to exercise supervisory authority.
ARTICLE
V
SHARES
OF STOCK
Section
1.
Certificates
for Shares.
The
Board of Directors shall determine whether shares of the corporation shall
be
uncertificated or certificated. If certificated shares are issued, certificates
representing shares in the Corporation shall be signed (either manually or
by
facsimile) by the President or Vice President and the Secretary or an Assistant
Secretary and may be sealed with the seal of the Corporation or a facsimile
thereof. A certificate which has been signed by an officer or officers who
later
shall have ceased to be such officer when the certificate is issued shall
nevertheless be valid. Upon receipt of the consideration for which the Board
of
Directors has authorized for the issuance of the shares, such shares so issued
shall be fully paid and nonassessable.
Section
2.
Issuance
of Shares.
All
certificates issued shall be registered and numbered in the order in which
they
are issued. They shall be issued in consecutive order, and on the face of each
share shall be entered the name of the person owning the shares represented
by
the certificate, the number of shares represented by the certificate, and the
date of issuance of the certificate. No certificate shall be issued for any
share until such share is fully paid.
Section
3.
Transfer
of Shares; Ownership of Shares.
Transfers of shares of stock of the Corporation shall be made only on the stock
transfer books of the Corporation, and only after the surrender to the
Corporation of the certificates representing such shares, if any, by the person
in whose name the shares stand on the books of the Corporation, or his duly
authorized legal representative. In all cases of transfer, the former
certificate must be surrendered and canceled before a new certificate will
be
issued. In case of transfer by an attorney-in-fact, the power of attorney,
duly
executed and acknowledged, shall be deposited with the Secretary of the
Corporation.
Section
4.
Lost,
Stolen or Destroyed Certificates.
The
Corporation shall issue a new stock certificate in the place of any certificate
previously issued if the holder of record of the certificate: (a) makes proof
in
affidavit form that it has been lost, destroyed or wrongfully taken; (b)
requests the issuance of a new certificate before the Corporation has notice
that the certificate has been acquired by a purchaser for value in good faith
and without notice of any adverse claim; (c) at the discretion of the Board
of
Directors, gives bond in such form and amount as the Corporation may require,
to
indemnify the Corporation, the transfer agent and registrar against any claim
that may be made on account of the alleged loss, destruction or theft of such
certificate; and (d) satisfies any other reasonable requirements imposed by
the
Corporation.
ARTICLE
VI
ACTIONS
WITH RESPECT TO SECURITIES OF OTHER CORPORATIONS
Unless
otherwise directed by the Board of Directors, the President or a designee of
the
President shall have the power to vote and to otherwise act on behalf of the
Corporation, in person or by proxy, at any meeting of shareowners on, or with
respect to, any action of shareowners of any other Corporation in which this
Corporation may hold securities and to otherwise exercise any and all rights
and
powers which this Corporation may possess by reason of its ownership of
securities in other corporations.
ARTICLE
VII
INDEMNIFICATION
OF DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS
Section
1.
Insurance.
The
Board of Directors of the Corporation, in its discretion, shall have authority
on behalf of the Corporation to purchase and maintain insurance on behalf of
any
person who is or was a director, officer, employee, or agent of the Corporation,
or is or was serving at the request of the Corporation as a director, partner,
officer, employee or agent of another corporation, partnership, joint venture,
trust or other enterprise, against any liability asserted against him and
incurred by him in any such capacity, or arising out of 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. The provisions of the
following sections of this Article VII shall apply only in the event that no
such insurance is in effect or, if such insurance is in effect, only to the
extent that matters for which indemnification by the Corporation is permitted
by
such sections are not within the coverage of such insurance.
Section
2.
Action
Against a Party Because of Corporation Position.
The
Corporation shall indemnify each director or officer, and may indemnify, in
its
sole discretion, any employee or agent, each of whom was or is a party, or
is
threatened to be made a party, to any threatened, pending, or completed claim,
action, suit, or proceeding, whether civil, criminal, administrative, or
investigative (other than an action by, or in the right of, the Corporation)
by
reason of the fact that he or she is or was a director, officer, employee or
agent of the Corporation, as the case may be, or is or was serving at the
request of the Corporation as a director, partner, officer, employee, or agent
of another corporation, a partnership, joint venture, trust, or other enterprise
against expenses (including attorneys' fees), judgments, fines, and amounts
paid
in settlement actually and reasonably incurred by him or her in connection
with
such action, suit or proceeding, including any appeal thereof, if he or she
acted in good faith and in a manner he or she reasonably believed to be in,
or
not opposed to, the best interests of the Corporation and, with respect to
any
criminal action or proceeding, had no reasonable cause to believe his or her
conduct was unlawful. The termination of any claim, action, suit or proceeding
by judgment, order, settlement or conviction, or upon a plea of nolo contendere
or its equivalent shall not, in and of itself, create a presumption that the
person did not act in good faith and in a manner which he or she reasonably
believed to be in, or not opposed to, the best interests of the Corporation
or,
with respect to any criminal action or proceeding, had reasonable cause to
believe that his or her conduct was unlawful.
Section
3.
Action
by or in the Right of Corporation.
The
Corporation shall indemnify any director or officer of the Corporation, and
may
indemnify, in its sole discretion, any employee or agent of the Corporation,
who
was or is a party, or is threatened to be made a party, to any threatened,
pending, or completed claim, action or suit by or in the right of the
Corporation to procure a judgment in its favor by reason of the fact that he
or
she is or was a director, officer, employee or agent of the Corporation, or
is
or was serving at the request of the Corporation as a director, partner,
officer, employee, or agent of another corporation, partnership, joint venture,
trust, or other enterprise against expenses (including attorneys' fees) actually
and reasonably incurred by him or her in connection with the defense or
settlement of such claim, action, or suit, including any appeal thereof, if
he
or she acted in good faith and in a manner he or she reasonably believed to
be
in or not opposed to the best interests of the Corporation, except that no
indemnification shall be made in respect of any claim, issue, or matter as
to
which such person shall have been adjudged to be liable unless, and only to
the
extent that, the court in which such claim, action or suit was brought shall
determine upon application that, despite the adjudication of liability but
in
view of all the circumstances of the case, such person is fairly and reasonably
entitled to indemnity for such expenses which such court shall deem
proper.
Section
4.
Reimbursement
if Successful.
To the
extent that the director, officer, employee, or agent of the Corporation has
been successful on the merits or otherwise in defense of any claim, action,
suit, or proceeding referred to in Section 2 or Section 3 of this Article VII,
or in defense of any claim, issue, or matter therein, and is indemnified by
the
Corporation against expenses (including attorneys' fees) actually and reasonably
incurred by him in connection therewith, he or she shall remain indemnified
for
such expenses, notwithstanding that he or she had not been successful (on the
merits or otherwise) on any other claim, issue, or matter in any such claim,
action, suit or proceeding.
Section
5.
Authorization.
Any
indemnification under Section 2 or Section 3 of this Article VII (unless ordered
by a court of competent jurisdiction) shall be made by the Corporation only
as
authorized in the specific case upon a determination that indemnification of
the
director, officer, employee or agent, as the case may be, is proper in the
circumstances because he or she met the applicable standard of conduct set
forth
in Section 2 or Section 3 of this Article VII. Such determination shall be
made:
(a)
By
a
majority vote of a quorum of the Board of Directors; however, for the purposes
of this Subsection, a quorum shall consist of directors who are or were not
parties to such action, suit or proceeding; or
(b)
If
such
quorum is not obtainable, or even if obtainable, by the majority vote of a
committee duly designated by the Board of Directors (in which directors who
are
parties may participate) consisting solely of two or more directors not at
the
time parties to the proceeding; or
(c)
By
independent legal counsel that is (i) selected by the Board of Directors as
prescribed by Section 5(a) hereof or by the committee as prescribed by Section
5(b) hereof, or (ii) if a quorum of the directors cannot be obtained in
accordance with Section 5(a) hereof and a committee cannot be designated in
accordance with Section 5(b) hereof, selected by majority vote of the full
Board
of Directors (including directors who are parties to the proceeding);
or
(d)
By
the
shareowners by a majority vote of a quorum consisting of shareowners who are
or
were not parties to such action, suit or proceeding, or if no such quorum is
obtainable, by a majority vote of shareowners who were not parties to such
proceeding.
Section
6.
Advance
Reimbursement.
Expenses, including attorneys' fees, incurred in defending a civil or criminal
action, suit, or proceeding shall be paid by the Corporation to any officer
or
director, and may be paid, in its sole discretion, to any agent or employee,
in
advance of the final disposition of such action, suit or proceeding, upon a
preliminary determination, following one of the procedures set forth in Section
5 of this Article VII, that the director, officer, employee or agent, as the
case may be, met the applicable standard of conduct set forth in Section 2
or
Section 3 of this Article VII, or as authorized by the Board of Directors in
the
specific case and, in either event, upon receipt of a written commitment from
or
on behalf of the director, officer, employee or agent to repay such amount
unless it shall ultimately be determined that he or she is entitled to be
indemnified by the Corporation as authorized in this Article.
Section
7.
Further
Indemnification.
Indemnification as provided in this Article shall not be deemed exclusive.
The
Corporation may make any other further indemnification of any of its directors,
officers, employees or agents that may be authorized under any statute, rule
or
law, provision of Articles of Incorporation, agreement, vote of shareowners
or
disinterested directors, or otherwise, both as to action in his official
capacity and as to action in another capacity while holding such office,
provided, however, that indemnification or advancement of expenses shall not
be
made to or on behalf of any director, officer, employee or agent if a judgment
or other final adjudication establishes that his or her actions, or omissions
to
act, were material to the cause of action so adjudicated and
constitute:
(a)
A
violation of the criminal law, unless the director, officer, employee or agent
had reasonable cause to believe his or her conduct was lawful or had no
reasonable cause to believe his or her conduct was unlawful;
(b)
A
transaction from which the director, officer, employee or agent derived an
improper personal benefit;
(c)
In
the
case of a director, a circumstance under which the liability provisions of
Section 607.0834 of the Act are applicable; or
(d)
Willful
misconduct or a conscious disregard for the best interests of the Corporation
in
a proceeding by or in the right of the Corporation to procure a judgment in
its
favor or in a proceeding by or in the right of a shareowner of the
Corporation.
Where
such other provision provides broader rights of indemnification than these
Bylaws, such other provision shall control.
Section
8.
Continuing
Right of Indemnification.
Indemnification as provided in this Article shall continue as to a person who
has ceased to be a director, officer, employee, or agent, and shall inure to
the
benefit of the heirs, executors, and administrators of such a
person.
Section
9.
Limitation
on Indemnity and Reimbursement.
Notwithstanding any other provisions of this Article, in the event that the
Board of Directors determines that the action giving rise to a claim for
indemnity or expense reimbursement is the result of action enumerated in any
of
the provisions set forth in Sections 7(a)-7(d) hereof upon the part of the
claimant, no such indemnity or expense reimbursement shall be provided by the
Corporation.
ARTICLE
VIII
AMENDMENTS
These
Bylaws may be altered, amended or repealed and new Bylaws may be adopted, by
either a majority of members of the Board of Directors or a majority vote of
the
shareowners; provided that (i) the Board of Directors may not alter, amend
or
repeal any Bylaw adopted by shareowners if the shareowners specifically provide
that such Bylaw is not subject to amendment or repeal by the directors; and
(ii)
in the case of any shareowner action, two-thirds (66 2/3%) of the shareowners,
acting only by voting at a special meeting, will be required to amend any
provision in Article I, Article II, Article VII or this Article
VIII.