FORM 8-A
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
South Carolina 57-1104394 -------------------------------------------------------------------------------- (State of incorporation or organization) (I.R.S. Employer Identification No.) 327 Fairview Road, Simpsonville, South Carolina 29681 -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) |
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be registered Each class is to be registered
None
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If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), check the following box. [ ]
If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), check the following box. [X]
Securities Act registration statement file number to which this form relates: N/A (if applicable)
Securities to be registered pursuant to Section 12(g) of the Act:
Item 1. Description of Registrant's Securities to be Registered
Authorized Capital. GrandSouth Bancorporation is authorized to issue 20,000,000 shares of common stock, no par value per share.
Voting and Other Rights. The holders of GrandSouth Bancorporation's Common Stock are entitled to one vote per share on each matter voted on at a shareholders' meeting. A majority of the shares entitled to vote, represented at a meeting in person or by proxy, constitutes a quorum, and, in general, most routine matters will be approved if the votes cast in favor of the matter exceed the votes against the matter. Directors are elected by a plurality of the votes cast by the shares entitled to vote in the election at a meeting at which a quorum is present. Each shareholder entitled to vote in such an election shall be entitled to vote each share of GrandSouth Bancorporation's Common Stock owned by such shareholder for as many persons as there are directors to be elected. Pursuant to the Articles of Incorporation of GrandSouth Bancorporation, shareholders do not have cumulative voting rights.
In general, the affirmative vote of two-thirds of GrandSouth Bancorporation's Common Stock outstanding and entitled to vote is required to approve: (i) amendments to GrandSouth Bancorporation's Articles of Incorporation, (ii) the dissolution of GrandSouth Bancorporation, or (iii) a merger, exchange or consolidation of GrandSouth Bancorporation with, or the sale, exchange or lease of all or substantially all of the assets of GrandSouth Bancorporation to, any person or entity. However, if the proposed transaction has not been approved by the affirmative vote of at least two-thirds of the Board of Directors, then the vote required to approve the transaction is 80% of the outstanding shares.
The shareholders of GrandSouth Bancorporation shall have dissenters' rights to an appraisal with respect to their shares of GrandSouth Bancorporation's Common Stock as provided by the South Carolina Business Corporation Act (the "Business Corporation Act") in connection with certain types of merger or share exchange transactions. Dissenters' rights generally are also available with respect to certain sales of all or substantially all of the property of GrandSouth Bancorporation and certain amendments to GrandSouth Bancorporation's Articles of Incorporation that materially and adversely affect certain enumerated rights of a dissenter's shares.
Directors. Under GrandSouth Bancorporation's Articles of Incorporation and Bylaws and pursuant to the Business Corporation Act, the number of directors shall be determined from time to time by the Board of Directors at five or more. Accordingly, the directors of GrandSouth Bancorporation have the authority to increase or decrease the number of directors, which is currently fixed at seven, but may not increase or decrease the number by more than 30% from the number of directors last elected by the shareholders. Directors are elected to serve until the next annual meeting of shareholders or until their successors are elected and qualify.
The Articles of Incorporation provide that a director may be removed only for cause by the affirmative vote of at least 80% of the outstanding voting stock.
Liquidation Rights. In the event of liquidation, the holders of GrandSouth Bancorporation's Common Stock would be entitled to receive pro rata any assets legally available for distribution to shareholders with respect to shares held by them.
Preemptive and Other Rights. GrandSouth Bancorporation's Common Stock does not have any preemptive rights, redemption privileges, sinking fund privileges or conversion rights. All the shares of GrandSouth Bancorporation's Common Stock will, upon issuance, be validly issued, fully paid and nonassessable.
Distributions. GrandSouth Bancorporation may issue share dividends in GrandSouth Bancorporation's Common Stock to the holders of shares of GrandSouth Bancorporation's Common Stock. In addition, the holders of shares of GrandSouth Bancorporation's Common Stock will be entitled to receive such other distributions as the Board of Directors of GrandSouth Bancorporation may declare, subject to any restrictions contained in GrandSouth Bancorporation's
Articles of Incorporation (of which there currently are none), unless after giving effect to such distribution, (i) GrandSouth Bancorporation would not be able to pay its debts as they become due in the usual course of business or (ii) GrandSouth Bancorporation's total assets would be less than the sum of GrandSouth Bancorporation's total liabilities plus the amount that would be needed, if GrandSouth Bancorporation were to be dissolved at the time of the distribution, to satisfy claims of shareholders who have preferential rights superior to the rights of holders of GrandSouth Bancorporation's Common Stock.
Indemnification of Officers and Directors. Sections 33-8-500 through
33-8-580 of the Business Corporation Act contain provisions prescribing the
extent to which directors and officers shall or may be indemnified. Section
33-8-510 permits a corporation, with certain exceptions, to indemnify a current
or former director against liability if (i) he conducted himself in good faith,
(ii) he reasonably believed (x) that his conduct in his official capacity with
the corporation was in its best interest and (y) his conduct in other capacities
was at least not opposed to the corporation's best interest, and (iii) in the
case of any criminal proceeding, he had no reasonable cause to believe his
conduct was unlawful. A corporation may not indemnify a current or former
director in connection with a proceeding by or in the right of the corporation
in which he was adjudged liable to the corporation or in connection with a
proceeding charging improper personal benefit to him. The above standard of
conduct is determined by the Board of Directors or a committee thereof or
special legal counsel or the shareholders as prescribed in Section 33-8-550.
Sections 33-8-520 and 33-8-560 require a corporation to indemnify a director or officer in the defense of any proceeding to which such person was a party because of his or her capacity as officer or director against reasonable expenses when such person is wholly successful in his or her defense, unless the Articles of Incorporation provide otherwise. Upon application, the court may order indemnification of the director or officer if such person is adjudged fairly and reasonably so entitled under Section 33-8-540. Section 33-8-560 allows a corporation to indemnify and advance expenses to an officer, employee or agent who is not a director to the same extent as a director or as otherwise set forth in the corporation's Articles of Incorporation or Bylaws or by resolution of the Board of Directors or by contract.
Insofar as indemnification for liabilities arising under the Securities Act of 1933 (the "Act") may be permitted to directors, officers and controlling persons of GrandSouth Bancorporation pursuant to the foregoing provisions, or otherwise, GrandSouth Bancorporation has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable.
Limitation of Director Liability. As permitted by the Business Corporation Act, GrandSouth Bancorporation's Articles of Incorporation provide that no director shall be personally liable to GrandSouth Bancorporation or its shareholders for monetary damages for breach of fiduciary duty as a director except for (a) breach of the duty of loyalty to GrandSouth Bancorporation or its shareholders, (b) acts or omissions not in good faith or which involve gross negligence, intentional misconduct or a knowing violation of law, (c) making unlawful distributions or (d) a transaction from which the director derived an improper personal benefit.
Duty of Directors in Connection with Business Combinations. GrandSouth Bancorporation's Articles of Incorporation require the Board of Directors to consider the interests of the employees of GrandSouth Bancorporation and the communities in which it does business in addition to the interests of GrandSouth Bancorporation and its shareholders when evaluating a proposed plan of merger, consolidation, exchange or sale of all, or substantially all, of the assets of GrandSouth Bancorporation.
Statutory Matters
Business Combination Statute. The South Carolina business combinations statute provides that a 10% or greater shareholder of a resident domestic corporation cannot engage in a "business combination" (as defined in the statute) with such corporation for a period of two years following the date on which the 10% shareholder became such, unless the business combination or the acquisition of shares is approved by a majority of the disinterested members of such corporation's board of directors before the 10% shareholder's share acquisition date. This statute further provides that at no time (even after the two-year period subsequent to such share acquisition date) may the 10% shareholder engage in a business combination with the relevant corporation unless certain approvals of the board of directors or disinterested shareholders are obtained or unless the consideration given in the combination meets certain minimum standards set forth in the statute. The law is very broad in its scope and is designed to inhibit unfriendly acquisitions but it does not apply to corporations whose articles of incorporation contain a provision electing not to be covered by the law. GrandSouth Bancorporation's articles of incorporation do not contain such a provision. An amendment of the articles of incorporation to that effect would, however, permit a business combination with an interested shareholder even though that status was obtained prior to the amendment.
Control Share Acquisitions. South Carolina law also contains provisions that, under certain circumstances, would preclude an acquiror of the shares of a South Carolina corporation who crosses one of three voting thresholds (20%, 331/3 % or 50%) from obtaining voting rights with respect to such shares unless a majority in interest of the disinterested shareholders of the corporation votes to accord voting power to such shares.
The legislation provides that, if authorized by the articles of incorporation or bylaws prior to the occurrence of a control share acquisition, the corporation may redeem the control shares for their fair value if the acquiring person has not complied with certain procedural requirements (including the filing of an "acquiring person statement" with the corporation within 60 days after the control share acquisition) or if the control shares are not accorded full voting rights by the shareholders. GrandSouth Bancorporation is not authorized by its articles or bylaws to redeem control shares pursuant to such legislation.
General. Taken together, the foregoing provisions of the Articles of Incorporation and South Carolina law favor maintenance of the status quo and may make it more difficult to change current management, and may impede a change of control of GrandSouth Bancorporation even if desired by a majority of its shareholders.
Item 2. Exhibits.
Exhibit No. From
Item 601 of
Regulation S-B Description
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3.1 Articles of Incorporation
3.2 Bylaws
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized.
(Registrant) GRANDSOUTH BANCORPORATION
Date November 13, 2000
By /s/Ronald K. Earnest
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Ronald K. Earnest
President and Chief Executive Officer
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STATE OF SOUTH CAROLINA
SECRETARY OF STATE
ARTICLES OF INCORPORATION
1. The name of the proposed corporation is GrandSouth Bancorporation.
2. The initial registered office of the corporation is 327 Fairview Road, Simpsonville, South Carolina 29681 and the initial registered agent at such address is Ronald K. Earnest.
I hereby consent to the appointment as registered agent of the corporation
/s/
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Agent's Signature
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3. The corporation is authorized to issue shares of stock as follows. Complete a or b whichever is applicable:
a. [x] The corporation is authorized to issue a single class of shares, and the total number of shares authorized is 20,000,000 shares of common stock, no par value.
b. [ ] The corporation is authorized to issue more than one class of shares:
The relative rights, preferences, and limitations of the shares of each class, and of each series within a class, are as follows:
4. The existence of the corporation shall begin when these articles are filed with the Secretary of State unless a delayed date is indicated (See ss. 33-1-230(b)): .
5. The optional provisions which the corporation elects to include in the articles of incorporation are as follows (See ss. 33-2-102 and the applicable comments thereto; and 35-2-105 and 35-2-221 of the 1976 South Carolina Code):
A. NO PREEMPTIVE RIGHTS.
No holder of shares of the Corporation of any class, now or hereafter authorized, shall have any preferential or preemptive right to subscribe for, purchase or receive any shares of the stock of the Corporation of any class, now or hereafter authorized, or any options or warrants for such shares, or any securities convertible into, carrying an option to purchase or exchangeable for such shares, which may at any time be issued, sold or offered for sale by the Corporation.
B. NO CUMULATIVE VOTING.
The holders of shares entitled to vote at an election of directors shall not have the right to cumulate their votes.
C. NUMBER OF DIRECTORS.
The Board of Directors shall have the power to set the number of directors from time to time at five or more directors.
D. BUSINESS COMBINATIONS.
Whether or not the Corporation has a class of voting shares registered with the Securities and Exchange Commission or another federal agency under Section 12 of the Securities Exchange Act of 1934 (the "1934 Act"), any "business combination," as defined in S.C. Code Section 35-2-205 (as such section may from time to time be amended) shall only be undertaken in compliance with the provisions of Article 2 of Chapter 2 of Title 35 of the South Carolina Code (as such article may from time to time be amended), as though the Corporation had a class of voting shares registered under the 1934 Act; provided, however, if Article 2 of Chapter 2 of Title 35 of the South Carolina Code shall at any time be repealed, this provision of the Corporation's Articles of Incorporation shall not also be repealed, but shall remain in effect, unless repealed by the shareholders, in the form such Article 2 was in effect immediately prior to such repeal.
E. LIMITATION OF DIRECTOR LIABILITY.
No director of the Corporation shall be personally liable to the Corporation or its shareholders for monetary damages for breach of fiduciary duty as a director occurring after the effective date hereof; provided, however, the foregoing shall not eliminate or limit the liability of a director (i) for any breach of the director's duty of loyalty to the Corporation or its shareholders, (ii) for acts or omissions not in good faith or which involve gross negligence, intentional misconduct or a knowing violation of law, (iii) imposed for unlawful distributions as set forth in Section 33-8-330 of the South Carolina Business Corporation Act of 1988, as it may be amended from time to time (the "Act") or (iv) for any transaction from which the director derived an improper personal benefit. This provision shall eliminate or limit the liability of a director only to the maximum extent permitted from time to time by Section 33-2-102(e) and by the Act or any successor law or laws. Any repeal or modification of the foregoing protection by the shareholders of the Corporation shall not adversely affect any right or protection of a director of the Corporation existing at the time of such repeal or modification.
F. QUORUM.
A majority of the shares entitled to vote thereat shall constitute a quorum at any meeting of shareholders for the transaction of any business.
G. MERGERS, CONSOLIDATIONS, EXCHANGES, SALES OF ASSETS OR DISSOLUTION.
With respect to any plan or merger, consolidation or exchange, or any plan for the sale of all, or substantially all, the property and assets, with or without the good will, of the Corporation or any resolution to dissolve the Corporation, which plan or resolution shall not have been adopted by the affirmative vote of at least two-thirds of the full board of directors, such plan or resolution must be approved by the affirmative vote of holders of 80% of the outstanding shares of the Corporation.
H. NOMINATION OF DIRECTORS.
No person shall be eligible to be elected a director of the Corporation at a meeting of shareholders unless that person has been nominated by a record shareholder entitled to vote at such meeting by giving written notice of such nomination to the Secretary of the Corporation at least ninety days prior to the date of the meeting. Such written notice shall provide any information required in the Bylaws of the Corporation.
I. REMOVAL OF DIRECTORS.
An affirmative vote of 80% of the outstanding shares of the Corporation shall be required to remove any or all of the directors without cause.
J. DUTY OF DIRECTORS.
When evaluating any proposed plan of merger, consolidation, exchange, or sale of all, or substantially all, of the assets of the Corporation, the Board of Directors shall consider the interests of the employees of the Corporation and the community or communities in which the Corporation and its subsidiaries, if any, do business in addition to the interests of the Corporation's shareholders.
K. AMENDMENT TO ARTICLES OF INCORPORATION.
Any amendment to the Articles of Incorporation of the Corporation which amends, alters, repeals or is inconsistent with any of the provisions of Article 5.A, B, C, D, E, F, G, H, I or J above, or this Article 5.K, unless such amendment shall have been approved by the affirmative vote of at least two-thirds of the full board of directors, shall not be effective unless it is approved by the affirmative vote of 80% of the outstanding shares of the Corporation. If two-thirds of the full Board of Directors approves such an amendment, the amendment need only be approved by an affirmative vote of holders of two-thirds of the outstanding shares of the Corporation.
Any amendment to the Articles of Incorporation (other than these amendments which may be adopted by the Board of Directors without Shareholder approval) to change the number of shares the Corporation is authorized to issue or to change the name of the Corporation may be adopted upon approval by the affirmative vote of a majority of the outstanding shares of the Corporation.
6. The name and address of each incorporator is as follows (only one is required):
Name Address Signature
Ronald K. Earnest 327 Fairview Road /s/
Simpsonville, SC ------------------------
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I, George S. King, Jr., an attorney licensed to practice in the State of South Carolina, certify that the corporation, to whose articles of incorporation this certificate is attached, has complied with the requirements Section 33-2-102 of the 1976 South Carolina Code.
Date
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(Signature)
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1426 Main Street, Suite 1200
Address:--------------------------------
BY-LAWS OF GRANDSOUTH BANCORPORATION
ARTICLE I
OFFICES
Section 1. Office. GrandSouth Bancorporation (hereinafter referred to as the "Corporation"), is a South Carolina corporation. The main office of the Corporation shall be located in or near the town of Fountain Inn, County of Greenville, and State of South Carolina.
Section 2. Additional Offices. The Corporation may also have offices and places of business at such other places, within or without the State of South Carolina, as the Board of Directors may from time to time determine.
ARTICLE II
MEETINGS OF SHAREHOLDERS
Section 1. Time and Place. The annual meeting of the shareholders for the election of directors and all special meetings of shareholders for that or for any other purpose may be held at such time and place within or without the State of South Carolina as shall be stated in the notice of the meeting, or in a duly executed waiver of notice thereof.
Section 2. Annual Meetings. An annual meeting of shareholders shall be held each year at the time and place set by the Board of Directors. At each annual meeting the shareholders shall elect directors and transact such other business as may properly be brought before the meeting.
Section 3. Notice of Annual Meeting. Written notice of the place, date
and hour of the annual meeting shall be given personally or by mail to each
shareholder entitled to vote thereat not less than ten (10) nor more than sixty
(60) days prior to the meeting.
Section 4. Special Meetings. Special meetings of the shareholders, for any purpose or purposes, unless otherwise prescribed by statute or by the articles of incorporation, may be called by the president or the chairman of the Board of Directors or a majority of the directors and shall be called by the president or the secretary at the request in writing of a majority of the directors, or at the request in writing of shareholders owning at least ten per cent (10%) in amount of the shares of the Corporation issued and outstanding and entitled to vote. Such request shall state the purpose or purposes of the proposed meeting.
Section 5. Notice of Special Meeting. Written notice of a special
meeting of shareholders stating the place, date and hour of the meeting, the
purpose or purposes for which the meeting is called, and by or at whose
direction it is being issued shall be given personally or by mail to each
shareholder entitled to vote thereat not less than ten (10) nor more than sixty
(60) days prior to the meeting.
Section 6. Quorum. The holders of a majority of the shares of the Corporation issued and outstanding and entitled to vote thereat present in person or represented by proxy shall be necessary to and shall constitute a quorum for the transaction of business at all meetings of the shareholders.
If, however, such quorum shall not be present or represented at any meeting of the shareholders, the shareholders entitled to vote thereat present in person or represented by proxy shall have power to adjourn the meeting from time to time, until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally noticed.
Section 7. Voting. At any meeting of the shareholders, every shareholder having the right to vote shall be entitled to vote in person or by proxy. Except as otherwise provided by law or the articles of incorporation, each shareholder of record shall be entitled to one vote for every share of stock standing in his name on the books of the Corporation. All elections shall be determined by a plurality vote, and, except as otherwise provided by law or the articles of incorporation, all other matters shall be determined by vote of a majority of the shares present or represented at such meeting and voting on such questions.
Section 8. Proxies. Every proxy must be executed in writing and dated by the shareholder or by his attorney-in-fact. No proxy shall be valid after the expiration of eleven (11) months from the date thereof, unless otherwise provided in the proxy. Every proxy shall be revocable at the pleasure of the shareholder executing it, except in those cases where an irrevocable proxy is permitted by law and the proxy expressly states that it is irrevocable.
Section 9. Consents. Whenever by any provision of law the vote of shareholders at a meeting thereof is required or permitted to be taken in connection with any corporate action, the meeting and vote of shareholders may be dispensed with if all the shareholders who would have been entitled to vote upon the action if such meeting were held shall consent in writing to such corporate action being taken.
Section 10. Record date. For the purpose of determining the shareholders entitled to notice of or to vote at any meeting of shareholders or any adjournment thereof, or to express consent to or dissent from any proposal without a meeting, or for the purpose of determining shareholders entitled to receive payment of any dividend or the allotment of any rights, or for the purpose of any other action affecting the interests of shareholders, the Board of Directors may fix, in advance, a record date. Such date shall not be more than seventy (70) days before the date of any such meeting or other action requiring a determination of shareholders.
In each such case, except as otherwise provided by law, only such persons as shall be shareholders of record on the date so fixed shall be entitled to notice of, and to vote at, such meeting and any adjournment thereof, or to express such consent or dissent, or to receive payment of such dividend, or such allotment of rights, or otherwise to be recognized as shareholders for the related purpose, notwithstanding any registration of transfer of shares on the books of the Corporation after any such record date so fixed.
ARTICLE III
DIRECTORS
Section 1. Number; Tenure. The number of directors constituting the Board of Directors shall from time to time be set by the Board of Directors at five or more directors. Directors shall be elected at the annual meeting of the shareholders, except as provided in Section 3 of this Article III, and each director shall be elected to serve until the next annual meeting of shareholders or until his successor has been elected and has qualified.
Section 2. Resignation; Removal. Any director may resign at any time. The shareholders entitled to vote for the election of directors may remove a director, with or without cause; provided, however, an affirmative vote of 80% of the outstanding shares of the Corporation shall be required to remove any or all of the directors without cause.
Section 3. Vacancies. If any vacancies occur in the Board of Directors by reason of the death, resignation, retirement, disqualification or removal from office of any director, the remaining directors, although less than a quorum, may by majority vote choose a successor or successors, and the directors so chosen shall hold office until the next annual meeting of the shareholders and until their successors shall be duly elected and qualified, unless sooner displaced; provided, however, that if, in the event of any such vacancy, the directors remaining in office shall be unable, by majority vote, to fill such vacancy within thirty (30) days of the occurrence thereof, the president or the secretary may call a special meeting of the shareholders at which such vacancy shall be filled. The board of directors may increase or decrease by not more than thirty percent the number of directors last approved by the shareholders. Any vacancy on the board of directors created by the increase in the number of directors may be filled by a majority vote of the board of directors or by the shareholders. Any director elected to fill a vacancy created by an increase in the number of directors shall serve until the next annual meeting of shareholders.
Section 4. Duties and Powers. The Board of Directors shall have control and management of the affairs and business of the Corporation. In the transaction of business, the act of a majority present at a meeting, except as otherwise provided by law or the Articles of Incorporation, shall be the act of the Board, provided a quorum is present. The Directors may adopt such rules for the conduct of their meetings and the management of the Corporation as they deem proper, not inconsistent with law or these Bylaws.
ARTICLE IV
MEETINGS OF THE BOARD
Section 1. Place. The Board of Directors of the Corporation may hold meetings, both regular and special, either within or without the State of South Carolina.
Section 2. First Meeting. A first meeting of the Board of Directors shall be held immediately following each annual meeting of shareholders at which such directors are elected, and no notice of such meeting to the directors shall be necessary in order to constitute the meeting, provided a quorum shall be present. In the event such meeting is not held at such time, the meeting may be held at the time and place as shall be specified in a notice given as hereinafter provided for special meetings of the Board of Directors or as shall be specified in a duly executed waiver of notice thereof.
Section 3. Regular Meetings. Regular meetings of the Board of Directors may be held without notice at such time and at such place as shall from time to time be determined by the Board of Directors.
Section 4. Special Meetings. Special meetings of the Board of Directors may be called by the chairman of the Board of Directors, if any, or by the president on two days notice to each director, either personally or by telephone, facsimile, courier, mail or other legal method. Special meetings shall be called by the chairman, president or secretary in like manner and on like notice at the written request of 25% or more of the directors.
Section 5. Quorum. At all meetings of the Board of Directors, a majority of the directors then in office shall be necessary to and constitute a quorum for the transaction of business, and the vote of a majority of the directors present at the time of the vote if a quorum is present shall be the act of the Board of Directors. If a quorum shall not be present at any meeting of the Board of Directors, the directors present thereat may adjourn the meeting from time to time until a quorum shall be present. Notice of any such adjournment shall be given to any directors who were not present and, unless announced at the meeting, to the other directors.
Section 6. Compensation. Directors, as such, shall not receive any stated salary for their services, but, by resolution of the Board of Directors a fixed fee and expenses of attendance, if any, may be allowed for attendance at each regular or special meeting of the board (or of any committee of the board), provided that nothing herein contained shall be construed to preclude any director from serving the Corporation in any other capacity and receiving compensation therefor.
Section 7. Any action which may be authorized or taken at a meeting of the Board of Directors may be authorized or taken without a meeting in a writing or writings signed by all of the directors. The action or authorization shall be effective when the last director signs the writing unless the writing specifies a different effective date. The writing or writings shall be filed with or entered upon the records of the Corporation.
ARTICLE V
NOTICES
Section 1. Form; Delivery. Except as otherwise provided in these Bylaws, notices to directors and shareholders shall be in writing and may be delivered personally or by mail, courier, facsimile or telegram. Notice by mail shall be deemed to be given at the time when deposited in the post office or a letter box, in a post-paid sealed wrapper, and addressed to the directors or the shareholders at their addresses appearing on the records of the Corporation.
Section 2. Waiver. Whenever a notice is required to be given by any statute, the articles of incorporation or these by-laws, a waiver thereof in writing, signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to such notice. In addition, any shareholder attending a meeting of shareholders in person or by proxy without protesting prior to the conclusion of the meeting the lack of notice thereof to him, and any director attending a meeting of the Board of Directors without protesting prior to the meeting or at its commencement such lack of notice shall be conclusively deemed to have waived notice of such meeting.
ARTICLE VI
OFFICERS
Section 1. Executive Officers. The executive officers of the Corporation shall be a president, secretary, treasurer and such assistant officers or vice presidents as may from time to time be appointed by the Board. The Board may also designate the chairman of the Board as an executive officer. If the chairman of the Board is so designated, the Board of Directors shall also designate whether the chairman or the president will serve as the chief executive officer of the Corporation.
Section 2. Authority and duties. All officers, as between themselves and the Corporation, shall have such authority and perform such duties in the management of the Corporation as may be provided by these by-laws, or, to the extent not so provided, by the Board of Directors.
Section 3. Term of Office; Removal. All officers shall be elected by the Board of Directors and shall hold office for such term as may be prescribed by the Board. Any officer elected or appointed by the Board may be removed with or without cause at any time by the Board.
Section 4. Compensation. The compensation of all officers of the Corporation shall be fixed by the Board of Directors and the compensation of agents shall either be so fixed or shall be fixed by officers thereunto duly authorized.
Section 5. Vacancies. If an office becomes vacant for any reason, the Board of Directors shall fill such vacancy. Any officer so appointed or elected by the Board shall serve only until such time as the unexpired term of his predecessor shall have expired unless re-elected or reappointed by the Board.
ARTICLE VII
SHARE CERTIFICATES
Section 1. Form; Signature. The certificates for shares of the Corporation shall be in such form as shall be determined by the Board of Directors and shall be numbered consecutively and entered in the books of the Corporation as they are issued. Each certificate shall exhibit the registered holder's name and the number and class of shares, and shall be signed by the president or a vice-president and the secretary or an assistant secretary, and shall bear the seal of the Corporation or a facsimile thereof. Where any such certificate is countersigned by a transfer agent, or registered by a registrar, the signature of any such officer may be a facsimile signature. In case any officer who signed or whose facsimile signature or signatures were placed on any such certificate shall have ceased to be such officer before such certificate is issued, it may nevertheless be issued by the Corporation with the same effect as if he were such officer at the date of issue.
Section 2. Lost Certificates. The Board of Directors may direct a new share certificate or certificates to be issued in place of any certificate or certificates theretofore issued by the Corporation alleged to have been lost or destroyed, upon the compliance with notice, affidavit and bond requirements of S. C. Code Section 36-8-405, unless compliance with such requirements shall have been waived for good cause by the Board.
Section 3. Registration of Transfer. Upon surrender to the Corporation or any transfer agent of the Corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer, it shall be the duty of the Corporation or such transfer agent to issue a new certificate to the person entitled thereto, cancel the old certificate and record the transaction upon its books.
Section 4. Registered Shareholders. Except as otherwise provided by law, the Corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends or other distributions, and to vote as such owner, and shall not be bound to recognize any equitable or legal claim to or interest in such share or shares on the part of any other person.
ARTICLE VIII
GENERAL PROVISIONS
Section 1. Instruments Under Seal. All deeds, bonds, mortgages, contracts, and other instruments requiring a seal may be signed in the name of the Corporation by the president or by any other officer authorized to sign such instrument by the Board of Directors.
Section 2. Checks, etc. All checks or demands for money and notes or other instruments evidencing indebtedness or obligations of the Corporation shall be signed by such officer or officers or such other person or persons as the Board of Directors may from time to time designate.
Section 3. Fiscal Year. The fiscal year of the Corporation shall begin on the first day of January and end on the last day of December in each calendar year, unless a different fiscal year shall be fixed by resolution of the Board of Directors.
Section 5. Seal. The corporate seal shall have inscribed thereon the name of the Corporation and shall be in such form as is determined by the Board of Directors. The seal may be used by causing it or a facsimile thereof to be impressed or affixed or otherwise reproduced. Such seal may be used in the discretion of the officers and directors, and no document, contract or act of the Corporation shall be invalid because it has not been sealed.
ARTICLE IX
AMENDMENTS
Section 1. Power to Amend. The Board of Directors shall have power to amend, repeal or adopt by-laws at any regular or special meeting of the Board, with the exception of any by-law adopted by the shareholders that expressly provides that the Board may not adopt, amend or repeal that bylaw or any bylaw on that subject. Any by-law adopted by the Board may be amended or repealed by vote of the holders of a majority of the shares entitled at the time to vote for the election of directors. Neither the directors nor the shareholders shall, however, have the power to adopt, amend or repeal any by-law if such adoption, amendment or repeal would cause the Corporation's by-laws to be inconsistent
with the Corporation's articles of incorporation.