BY-LAWS
As
Amended, January 16, 2008
ARTICLE
I.
OFFICES
The
principal office of the Corporation shall be in the City of Chesapeake,
Commonwealth of Virginia.
ARTICLE
II.
STOCKHOLDERS
1.
PLACE
OF
MEETING
: Meetings of the stockholders shall be held at the
principal office of the Corporation or at such other place which shall be
approved by the Board of Directors and designated in the notice of the
meeting. Meetings may be held either within or without the
Commonwealth of Virginia.
2.
ANNUAL
MEETING
: The annual meeting of the stockholders for the
election of directors and for the transaction of such other business as may
properly come before the meeting shall be held on such date and at such time
as
the Board of Directors in its discretion determines.
3.
SPECIAL
MEETINGS
. Unless otherwise provided by law, special meetings
of the stockholders may be called only by the Board of Directors, the chairman
of the Board or the president of the Corporation, whenever deemed
necessary.
4.
NOTICES
. Written
notice by mail shall be given in accordance with Article VIII, Section 1,
stating the place, date and hour of a meeting of stockholders and, in case
of a
special meeting, the purpose or purposes for which the meeting is called, to
each stockholder of record entitled to vote at the meeting not less than ten
(10) nor more than sixty (60) days before the date of the meeting, by or at
the
direction of the president, the secretary, or the officer or persons calling
the
meeting. The notice shall be deemed to be given when it is deposited
with postage prepaid in the United States mail addressed to the stockholder
at
the address as it appears on the stock transfer books of the
Corporation. Notice of a meeting to act on an amendment of the
Articles of Incorporation, a plan of
merger, consolidation or
share exchange, a proposed sale of all, or substantially all, of the
Corporation's assets, otherwise than in the usual and regular course of
business, or the dissolution of the Corporation shall be given in the manner
provided above not less than twenty-five (25) nor more than sixty (60) days
before the date of the meeting. Such notice shall be accompanied, as
appropriate, by a copy of the proposed amendment, plan of merger, consolidation,
or exchange, or sale agreement.
Notwithstanding
the foregoing, a written waiver of notice signed by the person or person
entitled to such notice, either before or after the time stated therein, shall
be equivalent to the giving of such notice. A stockholder who attends
a meeting shall be deemed to have waived objection to lack of notice or
defective notice of the meeting, unless at the beginning of the meeting he
objects to holding the meeting or transacting business at the
meeting.
5.
ORGANIZATION
AND ORDER OF
BUSINESS
: At all meetings of the stockholders the chairman of
the Board or Directors or, in his absence, the president, shall act as
chairman. In the absence of the foregoing officers or, if present,
with their consent, a majority of the shares entitled to vote at such meeting
may appoint any person to act as chairman. The secretary of the
Corporation or, in his absence, an assistant secretary, shall act as secretary
at all meetings of the stockholders. In the event that neither the
secretary nor any assistant secretary is present, the chairman may appoint
any
person to act as secretary of the meeting.
The
chairman shall have the right and authority to prescribe such rules, regulations
and procedures and to do all such acts and things as are necessary or desirable
for the proper conduct of the meeting, including, without limitation, the
establishment of procedures for the dismissal of business not properly
presented, the maintenance of order and safety, limitations on the time allotted
to questions or comments on the affairs of the Corporation, restrictions on
entry to such meeting after the time prescribed for the commencement thereof
and
the opening and closing of the voting polls.
At
each
annual meeting of stockholders, only such business shall be conducted as shall
have been properly brought before the meeting (i) by or at the direction of
the
Board of Directors or (ii) by any stockholder of the Corporation who shall
be
entitled to vote at such meeting and who complies with the notice procedures
set
forth in this Section 5. At a special meeting of stockholders, no
business shall be transacted and no corporate action taken other than that
stated in the notice of the meeting.
In
addition to any other applicable requirements, for business to be properly
brought before an annual meeting by a stockholder, the stockholder must have
given timely notice thereof in writing to the secretary of the
Corporation. To be timely, a stockholder's notice must be given,
either by personal delivery or by United States certified mail, postage prepaid,
and received at the principal executive offices of the Corporation 1. not less
than 120 days nor more than 150 days before the first anniversary of the date
of
the Corporation's proxy statement in connection with the last annual meeting
of
stockholders or 2. if no annual meeting was held in the previous year or the
date of the applicable annual meeting has been changed by more than 30 days
from
the date contemplated at the time of the previous year's proxy statement, not
less than 90 days before the date of the applicable annual meeting. A
stockholder's notice to the secretary shall set forth as to each matter the
stockholder proposes to bring before the annual meeting (a) a brief description
of the business desired to be brought before the annual meeting, including
the
complete text of any resolutions to be presented at the annual meeting, and
the
reasons for conducting such business at the annual meeting, (b) the name and
address, as they appear on the Corporation's stock transfer books, of such
stockholder proposing such business, (c) a representation that such stockholder
is a stockholder of record and intends to appear in person or by proxy at such
meeting to bring the business before the meeting specified in the notice, (d)
the class and number of shares of stock of the Corporation beneficially owned
by
the stockholder and (e) any material interest of the stockholder in such
business. Notwithstanding anything in the By-Laws to the contrary, no
business shall be conducted at an annual meeting except in accordance with
the
procedures set forth in this Section 5. The chairman of an annual
meeting shall, if the facts warrant, determine that the business was not brought
before the meeting in accordance with the procedures prescribed by this Section
5, and if he should so determine, he shall so declare to the meeting and the
business not properly brought before the meeting shall not be
transacted. Notwithstanding the foregoing provisions of this Section
5, a stockholder seeking to have a proposal included in the Corporation's proxy
statement shall comply with the requirements of Regulation 14a under the
Securities Exchange Act of 1934, as amended (including, but not limited to,
Rule
14a-8 or its successor provision). The secretary of the Corporation
shall deliver each such stockholder's notice that has been timely received
to
the Board of Directors or a committee designated by the Board of Directors
for
review.
7.
INSPECTORS
: At
every meeting of the stockholders for election of directors, the proxies shall
be received and taken in charge, all ballots shall be received and counted
and
all questions touching the qualifications of voters, the validity of proxies,
and the acceptance or rejection of votes shall be decided, by one or more
inspectors. Each inspector shall be appointed by the chairman of the
meeting, shall be sworn faithfully to perform his or her duties and shall
certify in writing to the returns. No candidate for election as
director shall be appointed or act as inspector.
9.
POSTPONEMENTS;
ADJOURNMENTS
: The postponement or adjournment of any meeting
of the stockholders shall be held on such date and at such time as the Board
of
Directors in its discretion determines.
ARTICLE
III.
DIRECTORS
1.
RESPONSIBILITY
OF
DIRECTORS
: The affairs and business of the Corporation shall
be under the management of its Board of Directors and such officers and agents
as the Board of Directors may elect and employ.
3.
NOMINATION
AND ELECTION OF
DIRECTORS
: At each annual meeting of stockholders, the
stockholders entitled to vote shall elect the directors. No person
shall be eligible for election as a director unless nominated in accordance
with
the procedures set forth in this Section 3. Nominations of persons
for election to the Board of Directors may be made by the Board of Directors
or
any committee designated by the Board of Directors or by any stockholder
entitled to vote for the election of directors at the applicable meeting of
stockholders who complies with the notice procedures set forth in this Section
3. Such nominations, other than those made by the Board of Directors
or any committee designated by the Board of Directors, may be made only if
written notice of a stockholder's intent to nominate one or more persons for
election as directors at the applicable meeting of stockholders has been given,
either by personal delivery or by United States certified mail, postage prepaid,
to the secretary of the Corporation and received 1. not less than 120 days
nor
more than 150 days before the first anniversary of the date of the Corporation's
proxy statement in connection with the last annual meeting of stockholders,
or
2. if no annual meeting was held in the previous year or the date of the
applicable annual meeting has been changed by more than 30 days from the date
contemplated at the time of the previous year's proxy statement, not less than
90 days before the date of the applicable annual meeting. Each such
stockholder's notice shall set forth (i) as to the stockholder giving the
notice, 1. the name and address, as they appear on the Corporation's stock
transfer books, of such stockholder, 2. a representation that such stockholder
is a stockholder of record and intends to appear in person or by proxy at such
meeting to nominate the person or persons specified in the notice, 3. the class
and number of shares of stock of the Corporation beneficially owned by such
stockholder, and 4. a description of all arrangements or understandings between
such stockholder 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 such stockholder; and (ii) as to each person whom the stockholder
proposes to nominate for election as a director, 1. the name, age, business
address and, if known, residence address of such person, 2. the principal
occupation or employment of such person, 3. the class and number of shares
of
stock of the Corporation which are beneficially owned by such person, 4. any
other information relating to such person that is required to be disclosed
in
solicitations of proxies for election of directors or is otherwise required
by
the rules and regulations of the Securities and Exchange Commission promulgated
under the Securities Exchange Act of 1934, as amended, and 5. the written
consent of such person to be named in the proxy statement as a nominee and
to
serve as a director if elected. The secretary of the Corporation
shall deliver each such stockholder's notice that has been timely received
to
the Board of Directors or a committee designated by the Board of Directors
for
review. Any person nominated for election as director by the Board of
Directors or any committee designated by the Board of Directors shall, upon
the
request of the Board of Directors or such committee, furnish to the secretary
of
the Corporation all such information pertaining to such person that is required
to be set forth in a stockholder's notice of nomination. The chairman
of the meeting of stockholders shall, if the facts warrant, determine that
a
nomination was not made in accordance with the procedures prescribed by this
Section 3, and if he should so determine, he shall so declare to the meeting
and
the defective nomination shall be disregarded.
5.
DIRECTORS'
MEETINGS
: The annual meeting of the directors shall be held
immediately after the annual meeting of the stockholders. The Board
of Directors, as soon as may be convenient after the annual meeting of the
stockholders at which such directors are elected, shall elect from their number
a president and chief executive officer (sometimes referred to herein as
"president") and a Chairman of the Board. Special meetings may be
called by any director by giving notice of the time and place in accordance
with
Section 7 of this Article. Special meetings of the Board of Directors
(or any committee of the Board) may be held by telephone or similar
communication equipment whereby all persons participating in the meeting can
hear each other, at such time as may be prescribed, upon call of any
director.
6.
QUORUM
AND MANNER OF
ACTING
: Except where otherwise provided by law, a quorum shall
be a majority of the directors, and the act of a majority of the directors
present at any such meeting at which a quorum is present shall be the act of
the
Board of Directors. In the absence of a quorum, a majority of those
present may adjourn the meeting from time to time until a quorum be
had. Notice of any such adjourned meeting need not be
given. Action may be taken by the directors or a committee of the
Board of Directors without a meeting if a written consent setting forth the
action, shall be signed by all of the directors or committee members either
before or after such action. Such consent shall have the same force
and effect as a unanimous vote.
7.
NOTICE
OF
MEETING
: At the annual meeting of the Board of Directors each
year and at any meeting thereafter, the Board shall designate the dates, times
and places of regular meetings of the Board for the ensuing calendar year,
and
no notice of any kind need be given thereafter with respect to such regular
meetings. Notice of any special meeting of the Board shall be by
oral, telegraphic or written notice duly given to each director not less than
forty-eight (48) hours before the date of the proposed meeting.
9.
COMPENSATION
: Directors
shall not receive a stated salary for their services, but directors may be
paid
a fixed sum and expenses for attendance at any regular or special meeting of
the
Board of Directors or any meeting of any committee and such other compensation
as the Board of Directors shall determine. A director may serve or be
employed by the Corporation in any other capacity and receive compensation
therefor.
10.
DIRECTOR
EMERITUS
: The Board may appoint to the position of Director
Emeritus any retiring director who has served not less than three years as
a
director of the Corporation. Such person so appointed shall have the
title of "Director Emeritus" and shall be entitled to receive notice of, and
to
attend all meetings of the Board, but shall not in fact be a director, shall
not
be entitled to vote, shall not be counted in determining a quorum of the Board
and shall not have any of the duties or liabilities of a director under
law.
11.
COMMITTEES
: In
addition to the executive committee authorized by Article IV of these By-Laws,
other committees, consisting of two or more directors, may be designated by
the
Board of Directors by a resolution adopted by the greater number of 1. a
majority of all directors in office at the time the action is being taken or
2.
the number of directors required to take action under Article III, Section
6
hereof. Any such committee, to the extent provided in the resolution
of the Board of Directors designating the committee, shall have and may exercise
the powers and authority of the Board of Directors in the management of the
business and affairs of the Corporation, except as limited by law.
ARTICLE
IV.
EXECUTIVE
COMMITTEE
1.
HOW
CONSTITUTED AND
POWERS
: The Board of Directors, by resolution adopted pursuant
to Article III, Section 11 hereof, may designate, in addition to the chairman
of
the Board of Directors, one or more directors to constitute an executive
committee, who shall serve during the pleasure of the Board of
Directors. The executive committee, to the extent provided in such
resolution and permitted by law, shall have and may exercise all of the
authority of the Board of Directors.
2.
ORGANIZATION,
ETC.
: The executive committee may choose a chairman and
secretary. The executive committee shall keep a record of its acts
and proceedings and report the same from time to time to the Board of
Directors.
3.
MEETINGS
: Meetings
of the executive committee may be called by any member of the
committee. Notice of each such meeting, which need not specify the
business to be transacted thereat, shall be mailed to each member of the
committee, addressed to his residence or usual place of business, at least
two
days before the day on which the meeting is to be held or shall be sent to
such
place by telegraph, telex or telecopy or be delivered personally or by
telephone, not later than the day before the day on which the meeting is to
be
held.
4.
QUORUM
AND MANNER OF
ACTING
: A majority of the executive committee shall constitute
a quorum for transaction of business, and the act of a majority of those present
at a meeting at which a quorum is present shall be the act of the executive
committee. The members of the executive committee shall act only as a
committee, and the individual members shall have no powers as such.
5.
REMOVAL
: Any
member of the executive committee may be removed, with or without cause, at
any
time, by the Board of Directors.
6.
VACANCIES
: Any
vacancy in the executive committee shall be filled by the Board of
Directors.
ARTICLE
V.
OFFICERS
1.
NUMBER
: The
officers of the Corporation shall be a chairman of the Board of Directors,
a
president and chief executive officer, one or more vice chairmen of the Board
of
Directors (if elected by the Board of Directors), one or more vice presidents
(one or more of whom may be designated executive vice president or senior vice
president), a chief financial officer, a treasurer, a controller, a secretary,
one or more assistant treasurers, assistant controllers and assistant
secretaries and such other officers as may from time to time be chosen by the
Board of Directors. Any two or more offices may be held by the same
person. The Board of Directors, in its discretion, may also designate
“chief officers” of certain functions in addition to chief executive officer and
chief financial officer, and such officers shall be deemed to be vice presidents
for purposes of these bylaws.
2.
ELECTION,
TERM OF OFFICE AND
QUALIFICATIONS
: All officers of the Corporation shall be
chosen annually by the Board of Directors, and each officer shall hold office
until his successor shall have been duly chosen and qualified or until he shall
resign or shall have been removed in the manner hereinafter
provided. The chairman of the Board of Directors, the president and
chief executive officer, and the vice chairman of the Board of Directors (if
any) shall be chosen from among the directors.
3.
VACANCIES
: If
any vacancy shall occur among the officers of the Corporation, such vacancy
shall be filled by the Board of Directors.
4.
OTHER
OFFICERS, AGENTS AND
EMPLOYEES - THEIR POWERS AND DUTIES
: The Board of Directors
may from time to time appoint such other officers as the Board of Directors
may
deem necessary, to hold office for such time as may be designated by it or
during its pleasure, and the Board of Directors or the chairman of the Board
of
Directors may appoint, from time to time, such agents and employees of the
Corporation as may be deemed proper, and may authorize any officers to appoint
and remove agents and employees. The Board of Directors or the
chairman of the Board of Directors may from time to time prescribe the powers
and duties of such other officers, agents and employees of the
Corporation.
5.
REMOVAL
: Any
officer, agent or employee of the Corporation may be removed, either with or
without cause, by a vote of a majority of the Board of Directors or, in the
case
of any agent or employee not appointed by the Board of Directors, by a superior
officer upon whom such power of removal may be conferred by the Board of
Directors or the chairman of the Board of Directors.
6.
CHAIRMAN
OF THE BOARD OF
DIRECTORS
: The chairman of the Board of Directors shall
preside at meetings of the stockholders and of the Board of Directors and shall
be a member of the executive committee. The chairman shall be
responsible for such management and control of the business and affairs of
the
Corporation as shall be determined by the Board of Directors. He
shall see that all orders and resolutions of the Board of Directors are carried
into effect. He shall from time to time report to the Board of
Directors on matters within his knowledge which the interests of the Corporation
may require be brought to its notice. He shall do and perform such
other duties from time to time as may be assigned to him by the Board of
Directors.
7.
PRESIDENT
AND CHIEF
EXECUTIVE OFFICER
: In the absence of the chairman of the Board
of Directors, the president and chief executive officer shall preside at
meetings of the stockholders and of the Board of Directors. He shall
be responsible to the Board of Directors and, subject to the Board of Directors,
shall be responsible for the general management and control of the business
and
affairs of the Corporation and shall devote himself to the Corporation's
operations under the basic policies set by the Board of Directors. He
shall from time to time report to the Board of Directors on matters within
his
knowledge which the interests of the Corporation may require be brought to
his
notice. In the absence of the chairman of the Board of Directors, he
shall have all of the powers and the duties of the chairman of the Board of
Directors. He shall do and perform such other duties from time to
time as may be assigned to him by the Board of Directors. The offices
of president and chief executive officer may be held by separate persons, each
having the duties hereunder as determined by the Board of
Directors.
8.
VICE
CHAIRMEN OF THE BOARD
OF DIRECTORS
: In the absence of the chairman of the Board of
Directors and the president, the vice chairman of the Board of Directors
designated for such purpose by the chairman of the Board of Directors shall
preside at meetings of the stockholders and of the Board of
Directors. Each vice chairman of the Board of Directors shall be
responsible to the chairman of the Board of Directors. Each vice
chairman of the Board of Directors shall from time to time report to the
chairman of the Board of Directors on matters within his knowledge which the
interests of the Corporation may require be brought to his notice. In
the absence or inability to act of the chairman of the Board of Directors and
the president, such vice chairman of the Board of Directors as the chairman
of
the Board of Directors may designate for the purpose shall have the powers
and
discharge the duties of the chairman of the Board of Directors. The
Board of Directors may designate a vice chairman of the Board of Directors
who
shall have the powers and discharge the duties of the chairman of the Board
of
Directors.
9.
VICE
PRESIDENTS
: The vice presidents of the Corporation shall
assist the chairman of the Board of Directors, the president and the vice
chairmen of the Board of Directors in carrying out their respective duties
and
shall perform those duties which may from time to time be assigned to
them.
10.
TREASURER
: The
treasurer shall have charge of the funds, securities, receipts and disbursements
of the Corporation. He shall deposit all moneys and other valuable
effects in the name and to the credit of the Corporation in such banks or trust
companies or with such bankers or other depositaries as the Board of Directors
may from time to time designate. He shall render to the Board of
Directors, the chairman of the Board of Directors, the president, the vice
chairmen of the Board of Directors, and the chief financial officer, whenever
required by any of them, an account of all of his transactions as
treasurer. If required, he shall give a bond in such sum as the Board
of Directors may designate, conditioned upon the faithful performance of the
duties of his office and the restoration to the Corporation at the expiration
of
his term of office or in case of his death, resignation or removal from office,
of all books, papers, vouchers, money or other property of whatever kind in
his
possession or under his control belonging to the Corporation. He
shall perform such other duties as from time to time may be assigned to
him.
11.
ASSISTANT
TREASURERS
: In the absence or disability of the treasurer, one
or more assistant treasurers shall perform all the duties of the treasurer
and,
when so acting, shall have all the powers of, and be subject to all restrictions
upon, the treasurer. Each assistant treasurer shall also perform such
other duties as from time to time may be assigned to him.
12.
SECRETARY
: The
secretary shall keep the minutes of all meetings of the stockholders and of
the
Board of Directors in a book or books kept for that purpose. He shall
keep in safe custody the seal of the Corporation, and shall affix such seal
to
any instrument requiring it. The secretary shall have charge of such
books and papers as the Board of Directors may direct. He shall
attend to the giving and serving of all notices of the Corporation and shall
also have such other powers and perform such other duties as pertain to his
office, or as the Board of Directors, the chairman of the Board of Directors,
the president or any vice chairman of the Board of Directors may from time
to
time prescribe.
13.
ASSISTANT
SECRETARIES
: In the absence or disability of the secretary,
one or more assistant secretaries shall perform all of the duties of the
secretary and, when so acting, shall have all of the powers of, and be subject
to all the restrictions upon, the secretary. Each assistant secretary
shall also perform such other duties as from time to time may be assigned to
him.
14.
CONTROLLER
: The
controller shall be administrative head of the controller's
department. He shall be in charge of all functions relating to
accounting and the preparation and analysis of budgets and statistical reports
and shall establish, through appropriate channels, recording and reporting
procedures and standards pertaining to such matters. He shall report
to the chief financial officer and shall aid in developing internal corporate
policies whereby the business of the Corporation shall be conducted with the
maximum safety, efficiency and economy, and he shall be available to all
departments of the Corporation for advice and guidance in the interpretation
and
application of policies which are within the scope of his
authority. He shall perform such other duties as from time to time
may be assigned to him.
15.
ASSISTANT
CONTROLLERS
: In the absence or disability of the controller,
one or more assistant controllers shall perform all of the duties of the
controller and, when so acting, shall have all of the powers of, and be subject
to all the restrictions upon, the controller. Each assistant
controller shall also perform such other duties as from time to time may be
assigned to him.
ARTICLE
VI.
CONTRACTS,
CHECKS, DRAFTS,
BANK ACCOUNTS, ETC.
1.
CONTRACTS
: The
chairman of the Board of Directors, the president, any vice chairman of the
Board of Directors, any vice president, the treasurer and such other persons
as
the chairman of the Board of Directors may authorize shall have the power to
execute any contract or other instrument on behalf of the Corporation; no other
officer, agent or employee shall, unless otherwise provided in these By-Laws,
have any power or authority to bind the Corporation by any contract or
acknowledgement, or pledge its credit or render it liable pecuniarily for any
purpose or to any amount.
2.
LOANS
: The
chairman of the Board of Directors, the president, any vice chairman of the
Board of Directors, the executive vice president, the treasurer and such other
persons as the Board of Directors may authorize shall have the power to effect
loans and advances at any time for the Corporation from any bank, trust company
or other institution, or from any corporation, firm or individual, and for
such
loans and advances may make, execute and deliver promissory notes or other
evidences of indebtedness of the Corporation, and, as security for the payment
of any and all loans, advances, indebtedness and liability of the Corporation,
may pledge, hypothecate or transfer any and all stock, securities and other
personal property at any time held by the Corporation, and to that end endorse,
assign and deliver the same.
3.
VOTING
OF STOCK
HELD
: The chairman of the Board of Directors, the president,
any vice chairman of the Board of Directors, any vice president or the secretary
may from time to time appoint an attorney or attorneys or agent or agents of
the
Corporation to cast the votes that the Corporation may be entitled to cast
as a
stockholder or otherwise in any other corporation, any of whose stock or
securities may be held by the Corporation, at meetings of the holders of the
stock or other securities of such other corporation, or to consent in writing
to
any action by any other such corporation, and may instruct the person or persons
so appointed as to the manner of casting such votes or giving such consent,
and
may execute or cause to be executed on behalf of the Corporation such written
proxies, consents, waivers or other instruments as such officer may deem
necessary or proper in the premises; or the chairman of the Board of Directors,
the president, any vice chairman of the Board of Directors, any vice president
or the secretary may himself attend any meeting of the holders of stock or
other
securities of such other corporation and thereat vote or exercise any and all
powers of the Corporation as the holder of such stock or other securities of
such other corporation.
4.
COMPENSATION
: The
compensation of all officers of the Corporation shall be fixed by the Board
of
Directors.
ARTICLE
VII.
EVIDENCE
OF SHARES
1.
FORM
: Shares
of the Corporation’s stock shall, when fully paid, be evidenced by certificates
containing such information as is required by law and approved by the Board
of
Directors. Alternatively, the Board of Directors may authorize the issuance
of
some or all shares of stock without certificates. In such event,
within a reasonable time after issuance, the Corporation shall mail to the
shareholder a written confirmation of its records with respect to such shares
containing the information required by law. When issued, the
certificates of stock of the Corporation shall be numbered and entered in the
books of the Corporation as they are issued; they shall be signed manually
or by
the use of a facsimile signature, i) by the chairman of the Board of Directors,
by the president, or by a vice president designated by the Board of Directors
and ii) countersigned by the secretary or an assistant secretary; and they
shall
bear the corporate seal or a facsimile thereof. The Board of
Directors of the Corporation may issue scrip in registered or bearer form,
which
shall entitle the holder to receive a certificate for a full
share. Scrip shall not entitle the holder to exercise voting rights
or to receive dividends thereon or to participate in any of the assets of the
Corporation in the event of liquidation. The Board may cause scrip to
be issued subject to the condition that it shall become void if not exchanged
for certificates representing full shares before a specified date or subject
to
any other conditions that it may deem advisable. Fractional may also be
issued.
2.
LOST
CERTIFICATES
: The president or secretary may direct a new
certificate or certificates to be issued in place of any lost or destroyed
certificate or certificates previously issued by the Corporation if the person
or persons who claim the certificate or certificates make an affidavit stating
the certificates of stock have been lost or destroyed. When
authorizing the issuance of a new certificate or certificates, the Corporation
may, in its discretion and as a condition precedent to the issuance thereof,
require the owner of such lost or destroyed certificate or certificates, or
the
legal representative, to advertise the same in such manner as the Corporation
shall require and/or to give the Corporation a bond, in such sum as the
Corporation may direct, to indemnify the Corporation with respect to the
certificate or certificates alleged to have been lost or destroyed.
3.
TRANSFER
OF
STOCK
: Upon surrender to the Corporation, or to the transfer
agent of the Corporation, if any, of a certificate for shares duly endorsed
or
accompanied by proper evidence of succession, assignment or authority to
transfer, the Corporation shall issue a new certificate to the person entitled
thereto, cancel the old certificate, and record the transaction upon its
books.
4.
REGISTERED
STOCKHOLDERS
: The Corporation shall be entitled to treat the
holder of record of any share or shares of stock as the owner thereof and,
accordingly, shall not be bound to recognize any equitable or other claim to
or
interest in such share or shares on the part of any other person. The
Corporation shall not be liable for registering any transfer of shares which
are
registered in the name of a fiduciary unless done with actual knowledge of
facts
which would cause the Corporation's action in registering the transfer to amount
to bad faith.
ARTICLE
VIII.
MISCELLANEOUS
1.
NOTICES
: Each
stockholder, director and officer shall furnish in writing to the secretary
of
the Corporation the address to which notices of every kind may be delivered
or
mailed. If such person fails to furnish an address, and the Post
Office advises the Corporation that the address furnished is no longer the
correct address, the Corporation shall not be required to deliver or mail any
notice to such person. Whenever notice is required by applicable law,
the
Articles of Incorporation or these By-Laws,
a written
waiver of such notice signed before or after the time stated in the waiver
or,
in the case of a meeting, the attendance, of a stockholder or director (except
for the sole purpose of objecting) or, in the case of a unanimous consent,
the
signing of the consent, shall be deemed a waiver of notice.
2.
REGISTERED
OFFICE AND
AGENT
: The Corporation shall at all times have a registered
office and a registered agent.
3.
CORPORATE RECORDS
:
The Corporation shall keep correct and complete books and records of accounts
and minutes of the stockholders' and directors' meetings, and shall keep at
its
registered office or principal place of business,, or at the office of its
transfer agent, if any, a record of its stockholders,
including the names and addresses of
all stockholders and the number, class, and series of the shares held by
each. Any person who shall have been a stockholder of record for at
least six months immediately preceding demand, or who shall be the holder of
record of a least five per cent (5%) of all the outstanding shares of the
Corporation, upon written request stating the purpose therefor, shall have
the
right to examine, in person or by agent or attorney, at any reasonable time
or
times, for any proper purpose, the books and records of account of the
Corporation, minutes and record of stockholders, and to make copies or extracts
therefrom.
4.
REQUIREMENT
FOR FINANCIAL
STATEMENT
: Upon the written request of any stockholder, the
Corporation shall mail to the stockholder its most recent published financial
statement.
5.
SEAL
: The
seal of the Corporation shall be a flat faced circular die containing the word
"SEAL" in the center and the name of the Corporation around the
circumference.
7.
FISCAL
YEAR
: The fiscal year of the Corporation shall be established
by resolution of the Board of Directors and may be changed from time to
time.
8.
GENERAL
: Any
matters not specifically covered by these By-Laws shall be governed by the
applicable provisions of the Code of Virginia in force at the time.
ARTICLE
IX.
EMERGENCY
BY-LAWS
If
a
quorum of the Board of Directors cannot readily be assembled because of a
catastrophic event, and only in such event, these By-Laws shall, without further
action by the Board of Directors, be deemed to have been amended for the
duration of such emergency, as follows:
1. The
third sentence of Section 5 of Article III shall read as follows:
Special
meetings of the Board of Directors (or any committee of the Board) shall be
held
whenever called by order of any director or of any person having the powers
and
duties of the chairman of the Board of Directors, the president or any vice
chairman of the Board of Directors.
2. Section
6 of Article III shall read as follows:
The
directors present at any regular or special meeting called in accordance with
these By-Laws shall constitute a quorum for the transaction of business at
such
meeting, and the action of a majority of such directors shall be the act of
the
Board of Directors, provided, however, that in the event that only one director
is present at any such meeting no action except the election of directors shall
be taken until at least two additional directors have been elected and are
in
attendance.
