HEALTH DISCOVERY CORP (Form: 8-K, Received: 07/18/2007 16:20:19)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of report (Date of earliest event reported): July 12, 2007

Health Discovery Corporation

(Exact name of registrant as specified in charter)

Georgia	333-62216	74--3002154
(State of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

2 East Bryan Street, Savannah, GA 31401

(Address of principal executive offices / Zip Code)

912-443-1987

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act.

Soliciting material pursuant to Rule 14a-12 under the Exchange Act.

Pre-commencement communications pursuant to Rule 14d—2(b) under the Exchange Act.

Pre-commencement communications pursuant to Rule 13e—4(c) under the Exchange Act.

Item 5.03 Amendments to Articles of Incorporation or By-laws; Change in Fiscal Year.

On July 12, 2007, Health Discovery Corporation (the “Company”), formerly a Texas corporation, completed its reincorporation in Georgia by effecting a conversion in the Company’s legal domicile from Texas to Georgia. The Company’s business, assets, liabilities, net worth and headquarters were unchanged as a result of the conversion, and the directors and officers of the Company prior to the conversion continued to serve the Company after the conversion. In connection with the conversion, the Company’s shares were converted on a one-for-one basis.

The conversion was approved by the shareholders holding at least two-thirds of the outstanding common shares of the Company at the reconvened special meeting of the shareholders held on June 13, 2007. Articles of Conversion were filed with the Secretaries of State of Texas and Georgia on July 12, 2007 to effect the reincorporation.

In connection with the conversion, the Company filed Articles of Incorporation in the State of Georgia, which increased the number of authorized shares of common stock, no par value, from two hundred million (200,000,000) shares to three hundred million (300,000,000) shares and authorized thirty million (30,000,000) shares of preferred stock, no par value, with the rights and preferences to be determined by the Company’s Board of Directors prior to issuance. The Company also amended and restated its Bylaws. The Articles of Incorporation and Bylaws were submitted to the shareholders and were approved on June 13, 2007.

The foregoing amendments to the Company’s Articles of Incorporation and Bylaws were effective on July 12, 2007. A copy of the amended Articles of Incorporation and the Bylaws are attached as Exhibit 3.1 and Exhibit 3.2, respectively. A more detailed summary of the Articles of Incorporation and the Bylaws can be found in the Proxy Statement filed on the Current Report on Form 8-K dated April 20, 2007.

Item 9.01 Financial Statements and Exhibits

Exhibit 3.1 Articles of Incorporation of Health Discovery Corporation.

Exhibit 3.2 Bylaws of Health Discovery Corporation.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


	HEALTH DISCOVERY CORPORATION

Dated: July 18, 2007	By:	/s/ Daniel Furth
		Daniel Furth Principal Financial Officer

Exhibit 3.1

ARTICLES OF INCORPORATION

HEALTH DISCOVERY CORPORATION

1. Name . The name of the Corporation is Health Discovery Corporation.

2. Authorized Capital. The total number of shares of capital stock which the Corporation is authorized to issue is three hundred million (300,000,000) shares of common stock (the “Common Stock”), no par value, and thirty million (30,000,000) shares of preferred stock (the “Preferred Stock”).

The Board of Directors of the Corporation is authorized, subject to limitations prescribed by law and the provisions of these Articles, to provide for the issuance of the shares of Preferred Stock in series, and by filing a certificate pursuant to the applicable law of the State of Georgia to establish from time to time the number of shares to be included in each such series, and to fix the designation, powers, preferences, and relative rights of the shares of each such series and the qualifications, or restrictions thereof. The authority of the Board of Directors with respect to each series shall include, but not be limited to, determination of the following:

(i)

The number of shares constituting that series and the distinctive designation of that series;

(ii)

The dividend rate on the shares of that series, whether dividends shall be cumulative, and, if so, from which date or dates, and the relative rights of priority, if any, of payments of dividends on shares of that series;

(iii)

Whether that series shall have voting rights, in additions to the voting rights provided by law, and, if so, the terms of such voting rights;

(iv)

Whether that series shall have conversion privileges, and, if so, the terms and conditions of such conversion, including provisions for adjustment of the conversion rate in such events as the Board of Directors shall determine;

(v)

Whether or not the shares of that series shall be redeemable, and, if so, the terms and conditions of such redemption, including the date or dates upon or after which they shall be redeemable, and the amount per share payable in case of redemption, which amount may vary under different conditions and at different redemption rates;

(vi)

Whether that series shall have a sinking fund for the redemption or purchase of shares of that series, and, if so, the terms and amount of such sinking fund;

(vii)

The rights of the shares of that series in the event of voluntary or involuntary liquidation, dissolution or winding-up of the Corporation, and the relative rights or priority, if any, of payment of shares of that series; and

(viii)

Any other relative rights, preference and limitations of that series.

3. Registered Agent and Registered Office . The name and address of the Registered Agent and the Registered Office of the Corporation are as follows:

Name	Address *(including county)*

Daniel R. Furth	2 East Bryan Street Savannah, Georgia 31401 Chatham County

4. Incorporator . The name and address of the incorporator are as follows:

Name	Address

Amanda Norcross	Powell Goldstein LLP 1201 W. Peachtree St., NW 14 ^th Floor Atlanta, Georgia 30309

5. Principal Office . The mailing address of the principal office of the Corporation is as follows:

2 East Bryan Street

Savannah, Georgia 31401

Chatham County

6. Bylaws . Except as provided in these Articles, the Board of Directors shall have the right to adopt, amend or repeal the bylaws of the Corporation by the affirmative vote of a majority of all directors then in office, and the shareholders shall also have such right by the affirmative vote of a majority of the issued and outstanding shares of the Corporation entitled to vote in an election of directors.

7. Personal Liability of Directors .

(a) A director of the Corporation shall not be personally liable to the Corporation or its shareholders for monetary damages, for breach of any duty as a director, except for liability for:

(i) any appropriation, in violation of his or her duties, of any business opportunity of the Corporation;

(ii) acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law;

(iii) the types of liability set forth in Section 14-2-832 of the Georgia Business Corporation Code (the “Code”) dealing with unlawful distributions of corporate assets to shareholders; or

(iv) any transaction from which the director derived an improper material tangible personal benefit.

(b) Any repeal or modification of this Article 7 by the shareholders of the Corporation shall be prospective only and shall not adversely affect any right or protection of a director of the Corporation existing at the time of such repeal or modification.

(c) Unless two-thirds (2/3) of the directors then in office shall approve the proposed change, this Article 7 may be amended or rescinded only by the affirmative vote of the holders of at least two-thirds (2/3) of the issued and outstanding shares of the Corporation entitled to vote thereon, at any regular or special meeting of the shareholders, and notice of the proposed change must be contained in the notice of the meeting.

8. Indemnification of Officers and Directors . The Corporation shall, to the fullest extent permitted by the provisions of the Code, indemnify each director and officer of the Corporation from and against any and all of the expenses, liabilities, or other matters referred to in or covered by the Code. Any indemnification effected under this provision shall not be deemed exclusive of rights to which those indemnified may be entitled under any bylaw, vote of shareholders or disinterested directors, or otherwise, both as to action in their official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a director or officer and shall inure to the benefit of the heirs, executors, and administrators of such a person.

9. Business Transactions .

(a) In any case in which the Code or other applicable law requires shareholder approval of any merger or share exchange of the Corporation with or into any other corporation, or any sale, lease, exchange or other disposition of all or substantially all of the assets of the Corporation to any other corporation, person or other entity, approval of such actions shall require:

(i)

that the Board of Directors recommend the plan of merger, plan of conversion or share exchange to the shareholders, unless the Board of Directors elects, because of conflict of interest or other special circumstances, to make no recommendation and communicated the basis for its election to the shareholders with the plan; and

(ii)	two-thirds of all the votes entitled to be cast on the plan by all shares entitled to vote on the plan.

(b) The Board of Directors shall have the power to determine for the purposes of this Article 9, on the basis of information known to the Corporation, whether any sale, lease or exchange or other disposition of part of the assets of the Corporation involves substantially all of the assets of the Corporation.

(c) Unless two-thirds (2/3) of the directors then in office shall approve the proposed change, this Article 9 may be amended or rescinded only by the affirmative vote of the holders of at least two-thirds (2/3) of the issued and outstanding shares of the Corporation entitled to vote thereon, at any regular or special meeting of the shareholders, and notice of the proposed change must be contained in the notice of the meeting.

10. Severability. Should any provision of these Articles of Incorporation, or any clause hereof, be held to be invalid, illegal or unenforceable, in whole or in part, the remaining provisions and clauses of these Articles of Incorporation shall remain valid and fully enforceable.

IN WITNESS WHEREOF, the undersigned has executed these Articles of Incorporation, this 12th day of July, 2007.

/s/ Amanda Norcross

Amanda Norcross, Incorporator

Exhibit 3.2

BYLAWS

HEALTH DISCOVERY CORPORATION

	PAGE
ARTICLE ONE OFFICES	1
ARTICLE TWO SHAREHOLDERS' MEETINGS	1
2.1 Annual Meeting	1
2.2 Special Meetings	1
2.3 Place	1
2.4 Notice	1
2.5 Quorum	2
2.6 Proxies; Required Vote	2
2.7 Presiding Officer and Secretary	2
2.8 Shareholder List	2
ARTICLE THREE DIRECTORS	2
3.1 Management	2
3.2 Number of Directors	3
3.3 Vacancies	3
3.4 Election of Directors	3
3.5 Removal	3
3.6 Resignation	3
3.7 Compensation	3
3.8 Nomination of Directors	3
ARTICLE FOUR COMMITTEES	4
4.1 Committees	4
4.2 Removal	5
ARTICLE FIVE MEETINGS OF THE BOARD OF DIRECTORS	5
5.1 Time and Place	5
5.2 Regular Meetings	5
5.3 Special Meetings	5
5.4 Content and Waiver of Notice	6
5.5 Quorum; Participation by Telephone	6
5.6 Tie Votes	6
5.7 Action in Lieu of Meeting	6
5.8 Interested Directors and Officers	7

ARTICLE SIX OFFICERS, AGENTS AND EMPLOYEES	7
6.1 General Provisions	7
6.2 Powers and Duties of the Chief Executive Officer, the Chairman of the Board and the President	8
6.3 Powers and Duties of Vice Presidents	8
6.4 Powers and Duties of the Secretary	9
6.5 Delegation of Duties	9
ARTICLE SEVEN CAPITAL STOCK	9
7.1 Certificates	9
7.2 Shareholder List	10
7.3 Transfer of Shares	10
7.4 Record Dates	10
7.5 Registered Owner	11
7.6 Transfer Agent and Registrars	11
7.7 Lost Certificates	11
7.8 Fractional Shares or Scrip	11
ARTICLE EIGHT BOOKS AND RECORDS; SEAL; ANNUAL STATEMENTS	11
8.1 Inspection of Books and Records	11
8.2 Seal	12
ARTICLE NINE INDEMNIFICATION	13
9.1 Authority to Indemnify	13
9.2 Mandatory Indemnification	13
9.3 Advance for Expenses	13
9.4 Court-ordered Indemnification and Advances for Expenses	13
9.5 Determination of Indemnification	13
9.6 Authorization of Indemnification	14
9.7 Indemnification of Employees and Agents	14
9.8 Other Rights	15
9.9 Insurance	15
9.10 Continuation of Expenses	16
ARTICLE TEN NOTICES: WAIVERS OF NOTICE	16
10.1 Notices	16
10.2 Waivers of Notice	16
ARTICLE ELEVEN CHECKS, NOTES, DRAFTS, ETC.	16
ARTICLE TWELVE AMENDMENTS	16

BYLAWS

HEALTH DISCOVERY CORPORATION

ARTICLE ONE

OFFICES

The Corporation shall at all times maintain its principal office in Savannah, Georgia, its registered office in the State of Georgia and its registered agent at that address, but it may have other offices located within or outside the State of Georgia as the Board of Directors may determine.

ARTICLE TWO

SHAREHOLDERS' MEETINGS

2.1 Annual Meeting . A meeting of shareholders of the Corporation shall be held annually, within six (6) months after the end of each fiscal year of the Corporation. The annual meeting shall be held at such time and place, and on such date, as the Directors shall determine from time to time and as shall be specified in the notice of the meeting.

2.2 Special Meetings . Special meetings of the shareholders may be called at any time by the Corporation's Board of Directors, its President, or by the Corporation upon the written request of any one or more shareholders owning an aggregate of not less than twenty-five percent (25%) of the outstanding capital stock of the Corporation. Special meetings shall be held at such a time and place and on such date as shall be specified in the notice of the meeting.

2.3 Place . Annual or special meetings of shareholders may be held within or without the State of Georgia.

2.4 Notice . Notice of annual or special shareholders meetings stating the place, day and hour of the meeting shall be given in writing not less than ten (10) nor more than sixty (60) days before the date of the meeting, either mailed to the last known address or personally given to each shareholder entitled to vote at the meeting. Notice of any special meeting of shareholders shall state the purpose or purposes for which the meeting is called. The notice of any meeting at which amendments to or restatements of the Articles of Incorporation, merger or share exchange of the Corporation, or the disposition of corporate assets requiring shareholder approval are to be considered shall state such purpose, and shall further comply with all requirements of law. Notice of a meeting may be waived by an instrument in writing executed before or after the meeting. The waiver need not specify the purpose of the meeting or the business transacted, unless one of the purposes of the meeting concerns a plan of merger or share exchange, in which event the waiver shall comply with the further requirements of law concerning such waivers. Attendance at such meeting in person or by proxy shall constitute a waiver of notice thereof.

2.5 Quorum . At all meetings of shareholders a majority of the outstanding shares of stock entitled to vote at the meeting shall constitute a quorum for the transaction of business, and no resolution or business shall be transacted without the favorable vote of the holders of a majority of the shares represented at the meeting and entitled to vote. A lesser number may adjourn from day to day, and shall announce the time and place to which the meeting is adjourned.

2.6 Proxies; Required Vote. At every meeting of the shareholders, including meetings of shareholders for the election of Directors, any shareholder having the right to vote shall be entitled to vote in person or by proxy, but no proxy shall be voted after eleven (11) months from its date, unless said proxy provides for a longer period. Each shareholder shall have one vote for each share of stock having voting power, registered in his or her name on the books of the Corporation. If a quorum is present, the affirmative vote of the majority of the shares represented at the meeting and entitled to vote on the subject matter shall be the act of the shareholders, except as otherwise provided by law, by the Articles of Incorporation or by these bylaws.

2.7 Presiding Officer and Secretary . At every meeting of shareholders, the Chairman or the President, or if such officers shall not be present then the person appointed by one of them, shall preside. The Secretary or an Assistant Secretary, or if such officers shall not be present, the appointee of the presiding officer of the meeting, shall act as secretary of the meeting.

2.8 Shareholder List . The officer or agent having charge of the stock transfer books of the Corporation shall produce for inspection of any shareholder at, and continuously during, every meeting of the shareholders, a complete alphabetical list of shareholders showing the address and share holdings of each shareholder. If the record of shareholders readily shows such information, it may be produced in lieu of such a list.

ARTICLE THREE

DIRECTORS

3.1 Management . Subject to these bylaws, or any lawful agreement between the shareholders, the full and entire management of the affairs and business of the Corporation shall be vested in the Board of Directors, which shall have and may exercise all of the powers that may be exercised or performed by the Corporation.

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3.2 Number of Directors . The Board of Directors shall consist of not less than two (2) nor more than seven (7) members. The number of Directors may be fixed or changed from time to time, within the minimum and maximum, by the shareholders by the affirmative vote of a majority of the issued and outstanding shares of the Corporation entitled to vote in an election of Directors, or by the Board of Directors by the affirmative vote of a majority of all Directors then in office.

3.3 Vacancies . The Directors, even though less than a quorum, may fill any vacancy on the Board of Directors, including a vacancy created by an increase in the number of Directors. Such appointment by the Directors shall continue until the expiration of the term of the Director whose place has become vacant, or, in the case of an increase in the number of Directors, until the next meeting of the shareholders.

3.4 Election of Directors . At each annual meeting the shareholders shall elect the Directors for a term of one (1) year, to serve until the election and qualification of their successors or until their earlier resignation, death or removal from office. In the event that there is no annual meeting, the shareholders shall elect the Directors at a special meeting of the shareholders called for such purpose.

3.5 Removal . The shareholders of the Corporation may remove one or more directors with or without cause.

3.6 Resignation . Any Director may resign at any time either orally at any meeting of the Board of Directors or by so advising the Chairman of the Board or the President or by giving written notice to the Corporation. A Director who resigns may postpone the effectiveness of his or her resignation to a future date or upon the occurrence of a future event specified in a written tender of resignation. If no time of effectiveness is specified therein, a resignation shall be effective upon tender. A vacancy shall be deemed to exist at the time a resignation is tendered, and the Board of Directors or the shareholders may, then or thereafter, elect a successor to take office when the resignation by its terms becomes effective.

3.7 Compensation . Directors may be allowed such compensation for their services as Directors as may from time to time be fixed by resolution of the Board of Directors.

3.8 Nomination of Directors .

(a) Only persons who are nominated in accordance with the procedures set forth in these bylaws shall be eligible for election as Directors. Nominations of persons for election to the Board of Directors of the Corporation may be made at any meeting of shareholders at which Directors are to be elected only (i) by or at the direction of the Board of Directors or (ii) by any shareholder of the Corporation entitled to vote for the election of Directors at the meeting who complies with the notice procedures set forth in this Section 3.8. Unless and until a nominating committee is established by the Board of Directors, the Board of Directors shall act as a nominating committee to select the management nominees for election as Directors.

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(b) Nominations, other than those management nominees made by or at the direction of the Board of Directors, shall be made by timely notice in writing to the Secretary of the Corporation. To be timely, a shareholder's notice shall be delivered or mailed to and received at the principal executive offices of the Corporation not less than thirty (30) days prior to the date of the meeting; provided, however, that in the event that less than forty (40) days' notice or prior public disclosure of the date of the meeting is given or made to shareholders, notice by the shareholder to be timely must be so received not later than the close of business on the 10th day following the day on which such notice of the date of the meeting is mailed or such public disclosure was made. Such shareholder's notice shall set forth (i) as to each person whom the shareholder proposes to nominate for election or reelection as a Director, all information relating to such person as required to be disclosed in solicitation of proxies for election of Directors made in compliance with Regulation 14A under the Securities and Exchange Act of 1934, as amended (including such person's written consent to being named in a proxy statement as a nominee and to serving as a Director if elected); and (ii) as to the shareholder giving the notice (A) the name and address, as they appear on the books of the Corporation, of such shareholder and (B) the class and number of shares of the Corporation's capital stock that are beneficially owned by such shareholder. At the request of the Board of Directors any person nominated by the Board of Directors for election as a Director shall furnish to the Secretary of the Corporation that information required to be set forth in a shareholder's notice of nomination which pertains to the nominee. No person shall be eligible for election as a Director of the Corporation unless nominated in accordance with the provisions of this Section. The officer presiding at the meeting shall, if the facts so warrant, determine and declare to the meeting that a nomination was not made in accordance with the provisions of this Section and the defective nomination shall be disregarded.

ARTICLE FOUR

COMMITTEES

4.1 Committees . (a) The Board of Directors may, by resolution adopted by a majority of the entire board, designate committees consisting of one or more Directors. Each committee member shall hold office until the first meeting of the Board of Directors after the annual meeting of shareholders and until the member's successor is elected and qualified, or until the member's death, resignation or removal, or until the member shall cease to be a director.

(b) The committees shall not have the power to amend or repeal any resolution of the Board of Directors that by its terms shall not be subject to amendment or repeal by a committee, and a committee shall not have the authority of the Board of Directors in reference to (i) the amendment of the Articles of Incorporation or bylaws of the Corporation; (ii) the adoption of a plan of merger or share exchange; (iii) the sale, lease, exchange or other disposition of all or substantially all the property and assets of the Corporation; or (iv) a voluntary dissolution of the Corporation or the revocation of any such voluntary dissolution.

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(c) A committee shall meet from time to time on call of any two or more of its members. Meetings of a committee may be held at such place or places, within or without the State of Georgia, as such committee shall determine or as may be specified or fixed in the respective notices or waivers of such meetings. A committee may fix its own rules of procedure, including provision for notice of its meetings. It shall keep a record of its proceedings and shall report these proceedings to the Board of Directors at the meeting thereof held next after they have been taken, and all such proceedings shall be subject to revision or alteration by the Board of Directors except to the extent that action shall have been taken pursuant to or in reliance upon such proceedings prior to any such revision or alteration.

(d) A committee shall act by majority vote of its members; provided, however, that contracts or transactions of and by the Corporation in which officers or Directors of the Corporation are interested shall require the affirmative vote of a majority of the disinterested members of the Board of Directors at a meeting of the Board of Directors at which the material facts as to the interest and as to the contract or transaction are disclosed or known to the members of the Board of Directors prior to the vote.

(e) Members of a committee may participate in committee proceedings by means of conference telephone or similar communications equipment by means of which all persons participating in the proceedings can hear each other, and such participation shall constitute presence in person at such proceedings.

(f) The Board of Directors, by resolution adopted in accordance with paragraph (a) of this section, may designate one or more Directors as alternate members of a committee who may act in the place and stead of any absent member or members at any meeting of said committee.

4.2 Removal The Board of Directors shall have power at any time to remove any member of any committee, with or without cause, and to fill vacancies in and to dissolve any such committee.

ARTICLE FIVE

MEETINGS OF THE BOARD OF DIRECTORS

5.1 Time and Place . Meetings of the Board of Directors may be held at any time and place either within or without the State of Georgia.

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5.2 Regular Meetings . Regular meetings of the Board of Directors may be held without notice at such time and place, within or without the State of Georgia, as shall be determined by the Board of Directors from time to time.

5.3 Special Meetings . Special meetings of the Board of Directors may be called by the Chairman of the Board or the President on not less than two (2) days notice by mail, personal delivery, telephone, or e-mail (provided the recipient has an e-mail address) to each Director and shall be called by the Chairman of the Board or the President in like manner and on like notice on the written request of any two or more Directors. Any such special meeting shall be held at such time and place, within or without the State of Georgia, as shall be stated in the notice of the meeting.

5.4 Content and Waiver of Notice . No notice of any meeting of the Board of Directors need state the purposes thereof. Notice of any meeting may be waived by an instrument in writing executed before or after the meeting. Attendance in person at any such meeting shall constitute a waiver of notice thereof unless the director at the beginning of the meeting (or promptly upon his or her arrival) objects to holding the meeting or transacting business at the meeting and does not thereafter vote for or assent to action taken at the meeting.

5.5 Quorum; Participation by Telephone . At all meetings of the Board of Directors, the presence of a majority of the authorized number of Directors shall be necessary and sufficient to constitute a quorum for the transaction of business. Directors may participate in any meeting by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting by means of such communications equipment shall constitute the presence in person at such meeting. Except as may be otherwise specifically provided by law, the Articles of Incorporation or these bylaws, all resolutions adopted and all business transacted by the Board of Directors shall require the affirmative vote of a majority of the Directors present at the meeting. In the absence of a quorum, a majority of the Directors present at any meeting may adjourn the meeting from time to time until a quorum is present. Notice of any adjourned meeting need only be given by announcement at the meeting at which the adjournment is taken.

5.6 Tie Votes . When a quorum of Directors is present at any meeting of the Board of Directors and Directors vote on any action required or permitted to be taken at such meeting, if the vote results in a tie, the Chairman’s vote shall determine the outcome of the action.

5.7 Action in Lieu of Meeting . Any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting if a written consent thereto is signed by all members of the Board of Directors or of such committee, as the case may be, and such written consent is filed with the minutes of the proceedings of the Board of Directors and upon compliance with any further requirements of law pertaining to such consents.

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5.8 Interested Directors and Officers . An interested director or officer is one who is a party to a contract or transaction with the Corporation or who is an officer or director of, or has a financial interest in, another Corporation, partnership or association which is a party to a contract or transaction with the Corporation. Contracts and transactions between the Corporation and one or more interested directors or officers shall not be void or voidable solely because of the involvement or vote of such interested persons as long as (a) the contract or transaction is approved in good faith by the Board of Directors or appropriate committee by the affirmative vote of a majority of disinterested Directors, even if the disinterested directors be less than a quorum, at a meeting of the board or committee at which the material facts as to the interested person or persons and the contract or transaction are disclosed or known to the board or committee prior to the vote; or (b) the contract or transaction is approved in good faith by the shareholders after the material facts as to the interested person or persons and the contract or transaction have been disclosed to them; or (c) the contract or transaction is fair as to the Corporation as of the time it is authorized, approved or ratified by the board, committee or shareholders. Interested directors may be counted in determining the presence of a quorum at a meeting of the board or committee which authorizes the contract or transaction.

ARTICLE SIX

OFFICERS, AGENTS AND EMPLOYEES

6.1 General Provisions . The officers of the Corporation shall be a Chief Executive Officer, a President and a Secretary, and may include a Treasurer, Chairman of the Board, one or more Executive Vice Presidents, one or more Vice Presidents, one or more Assistant Secretaries, and one or more Assistant Treasurers. The officers shall be elected by the Board of Directors at the first meeting of the Board of Directors after the annual meeting of the shareholders in each year or shall be appointed as provided in these bylaws. The Board of Directors may elect other officers, agents and employees, who shall have such authority and perform such duties as may be prescribed by the Board of Directors. All officers shall hold office until the meeting of the Board of Directors following the next annual meeting of the shareholders after their election or appointment and until their successors shall have been elected or appointed and shall have qualified. Any two or more offices may be held by the same person. Any officer, agent or employee of the Corporation may be removed by the Board of Directors with or without cause. Removal without cause shall be without prejudice to such person's contract rights, if any, but the election or appointment of any person as an officer, agent or employee of the Corporation shall not of itself create contract rights. The compensation of officers, agents and employees elected by the Board of Directors shall be fixed by the Board of Directors or by a committee thereof, and this power may also be delegated to any officer, agent or employee as to persons under his or her direction or control. The Board of Directors may require any officer, agent or employee to give security for the faithful performance of his or her duties.

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6.2 Powers and Duties of the Chairman of the Board, the Chief Executive Officer and the President . The powers and duties of the Chief Executive Officer, the Chairman of the Board and the President, subject to the supervision and control of the Board of Directors, shall be those usually appertaining to their respective offices and whatever other powers and duties are prescribed by these bylaws or by the Board of Directors.

(a) The Chairman of the Board shall preside at all meetings of the Board of Directors and at all meetings of the shareholders. The Chairman of the Board shall perform such other duties as the Board of Directors may from time to time direct.

(b) The Chief Executive Officer shall have general charge of the business and affairs of the Corporation and shall keep the Board of Directors fully advised. The Chief

Executive Officer shall employ and discharge employees and agents of the Corporation, except such as shall be elected by the Board of Directors, and he or she may delegate these powers. The Chief Executive Officer may vote the shares or other securities of any other domestic or foreign Corporation of any type or kind which may at any time be owned by the Corporation, may execute any shareholders' or other consents in respect thereof and may in his or her discretion delegate such powers by executing proxies, or otherwise, on behalf of the Corporation. The Board of Directors, by resolution from time to time, may confer like powers upon any other person or persons.

(c) The President shall, unless otherwise provided by the Board of Directors, be the Chief Executive Officer of the Corporation. The President shall have general charge of the business and affairs of the Corporation and shall keep the Board of Directors fully advised. The President shall employ and discharge employees and agents of the Corporation, except such as shall be elected by the Board of Directors, and he or she may delegate these powers. The President shall have such powers and perform such duties as generally pertain to the office of the President, as well as such further powers and duties as may be prescribed by the Board of Directors. The President may vote the shares or other securities of any other domestic or foreign Corporation of any type or kind which may at any time be owned by the Corporation, may execute any shareholders' or other consents in respect thereof and may in his or her discretion delegate such powers by executing proxies, or otherwise, on behalf of the Corporation. The Board of Directors, by resolution from time to time, may confer like powers upon any other person or persons.

6.3 Powers and Duties of Executive Vice Presidents . Each Executive Vice President shall have such powers and perform such duties as the Board of Directors or the President may prescribe and shall perform such other duties as may be prescribed by these bylaws. In the absence or inability to act of the President, unless the Board of Directors shall otherwise provide, the Executive Vice President who has served in that capacity for the longest time and who shall be present and able to act, shall perform all duties and may exercise any of the powers of the President. The performance of any such duty by an Executive Vice President shall be conclusive evidence of his or her power to act.

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6.4 Powers and Duties of the Secretary . The Secretary shall have charge of the minutes of all proceedings of the shareholders and of the Board of Directors and shall keep the minutes of all their meetings at which he or she is present. Except as otherwise provided by these bylaws, the Secretary shall attend to the giving of all notices to shareholders and Directors. He or she shall have charge of the seal of the Corporation, shall attend to its use on all documents the execution of which on behalf of the Corporation under its seal is duly authorized and shall attest the same by his or her signature whenever required. The Secretary shall have charge of the record of shareholders of the Corporation, of all written requests by shareholders that notices be mailed to them at an address other than their addresses on the record of shareholders, and of such other books and papers as the Board of Directors may direct. Subject to the control of the Board of Directors, the Secretary shall have all such powers and duties as generally are incident to the position of secretary or as may be assigned to the Secretary by the President or the Board of Directors.

6.5 Delegation of Duties . In case of the absence of any officer of the Corporation, or for any other reason that the Board of Directors may deem sufficient, the Board of Directors (or in the case of Assistant Secretaries or Assistant Treasurers only, the President) may confer for the time being the powers and duties, or any of them, of such officer upon any other officer or elect or appoint any new officer to fill a vacancy created by death, resignation, retirement or termination of any officer. In such latter event such new officer shall serve until the next annual election of officers.

ARTICLE SEVEN

CAPITAL STOCK

7.1 Certificates . (a) The interest of each shareholder shall be evidenced by a certificate or certificates representing shares of the Corporation which shall be in such form as the Board of Directors may from time to time adopt and shall be numbered and shall be entered in the books of the Corporation as they are issued. Each certificate representing shares shall set forth upon the face thereof the following:

(i) the name of this Corporation;

(ii) that the Corporation is organized under the laws of the State of Georgia;

(iii) the name or names of the person or persons to whom the certificate is issued;

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(iv) the number and class of shares, and the designation of the series, if any, which the certificate represents; and

(v) if any shares represented by the certificate are nonvoting shares, a statement or notation to that effect; and, if the shares represented by the certificate are subordinate to shares of any other class or series with respect to dividends or amounts payable on liquidation, the certificate shall further set forth on either the face or back thereof a clear and concise statement to that effect.

(b) Each certificate shall be signed by the President or an Executive Vice President and the Secretary or an assistant Secretary and may be sealed with the seal of the Corporation or a facsimile thereof. If a certificate is countersigned by a transfer agent or registered by a registrar, other than the Corporation itself or an employee of the Corporation, the signature of any such officer of the Corporation may be a facsimile. In case any officer or officers who shall have signed, or whose facsimile signature or signatures shall have been used on, any such certificate or certificates shall cease to be such officer or officers of the Corporation, whether because of death, resignation or otherwise, before such certificate or certificates shall have been delivered by the Corporation, such certificate or certificates may nevertheless be delivered as though the person or persons who signed such certificate or certificates or whose facsimile signatures shall have been used thereon had not ceased to be such officer or officers.

7.2 Shareholder List . The Corporation shall keep or cause to be kept a record of the shareholders of the Corporation which readily shows, in alphabetical order or by alphabetical index, and by classes or series of stock, if any, the names of the shareholders entitled to vote, with the address of and the number of shares held by each. Said record shall be presented and kept open at all meetings of the shareholders.

7.3 Transfer of Shares . Transfers of stock shall be made on the books of the Corporation only by the person named in the certificate, or by power of attorney lawfully constituted in writing, and upon surrender of the certificate, or in the case of a certificate alleged to have been lost, stolen or destroyed, upon compliance with the provisions of Section 7.7 of these bylaws.

7.4 Record Dates . For the purpose of determining shareholders entitled to notice of or to vote at any meeting of shareholders or any adjournment thereof, or entitled to receive payment of any dividend, or in order to make a determination of shareholders for any other proper purpose, the Board of Directors may fix in advance a date as the record date for any such determination of shareholders, such date to be not more than seventy (70) days and, in case of a meeting of shareholders, not less than ten (10) days, prior to the date on which the particular action requiring such determination of shareholders is to be taken.

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7.5 Registered Owner . The Corporation shall be entitled to treat the holder of record of any share of stock of the Corporation as the person entitled to vote such share, to receive any dividend or other distribution with respect to such share, and for all other purposes and accordingly shall not be bound to recognize any equitable or other claim or interest in such share on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by law.

7.6 Transfer Agent and Registrars . The Board of Directors may appoint one or more transfer agents and one or more registrars and may require each stock certificate to bear the signature or signatures of a transfer agent or a registrar or both.

7.7 Lost Certificates . Any person claiming a certificate of stock to be lost, stolen or destroyed shall make an affidavit or affirmation of the fact in such manner as the Board of Directors may require and, if the Directors so require, shall give the Corporation a bond of indemnity in form and amount and with one or more sureties satisfactory to the Board of Directors, whereupon an appropriate new certificate may be issued in lieu of the certificate alleged to have been lost, stolen or destroyed.

7.8 Fractional Shares or Scrip . The Corporation may, when and if authorized so to do by its Board of Directors, issue certificates for fractional shares or scrip in order to effect share transfers, share distributions or reclassifications, mergers, share exchanges or reorganizations. Holders of fractional shares shall be entitled, in proportion to their fractional holdings, to exercise voting rights, receive dividends and participate in any of the assets of the Corporation in the event of liquidation. Holders of scrip shall not, unless expressly authorized by the Board of Directors, be entitled to exercise any rights of a shareholder of the Corporation, including voting rights, dividend rights or the right to participate in any assets of the Corporation in the event of liquidation. In lieu of issuing fractional shares or scrip, the Corporation may pay in cash the fair value of fractional interests as determined by the Board of Directors; and the Board of Directors may adopt resolutions regarding rights with respect to fractional shares or scrip as it may deem appropriate, including without limitation the right for persons entitled to receive fractional shares to sell such fractional shares or purchase such additional fractional shares as may be needed to acquire one full share, or sell such fractional shares or scrip for the account of such persons.

ARTICLE EIGHT

BOOKS AND RECORDS; SEAL; ANNUAL STATEMENTS

8.1 Inspection of Books and Records . (a) A shareholder owning more than two percent (2%) of the outstanding shares of the Corporation shall be entitled to inspect and copy, during regular business hours at a reasonable location specified by the Corporation, any of the following records of the Corporation if the shareholder meets the requirements of subsection (b) of this Section 8.1 and gives the Corporation written notice of his demand at least five (5) business days before the date on which he wishes to inspect and copy:

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(i) excerpts from minutes of any meeting of the Board of Directors, records of any action of a committee of the board of directions while acting in place of the Board of Directors on behalf of the Corporation, minutes of any meeting of the shareholders, and records of action taken by the shareholders or Board of Directors without a meeting;

(ii) accounting records of the Corporation; and

(iii) the record of shareholders.

(b) A shareholder owning more than two percent (2%) of the outstanding shares of the Corporation may inspect and copy the records described in subsection (a) of this Section 8.1 only if:

(i) the shareholder’s demand is made in good faith and for a proper purpose that is reasonably relevant to his or her legitimate interest as a shareholder;

(ii) the shareholder describes with reasonable particularity his or her purpose and the records he or she desires to inspect;

(iii) the records are directly connected with his or her purpose; and

(iv) the records are to be used only for the stated purpose.

(c) If the Secretary or a majority of the Corporation's Board of Directors finds that the request is proper, the Secretary shall promptly notify the shareholder of the time and place at which the inspection may be conducted.

(d) If said request is found by the Secretary or the Board of Directors to be improper, the Secretary shall so notify the requesting shareholder on or prior to the date on which the shareholder requested to conduct the inspection. The Secretary shall specify in said notice the basis for the rejection of the shareholder's request.

(e) The Secretary, the Board of Directors and the Executive Committee shall at all times be entitled to rely on the corporate records in making any determination hereunder.

8.2 Seal . The corporate seal shall be in such form as the Board of Directors may from time to time determine. In the event it is inconvenient to use such a seal at any time, the signature of the Corporation followed by the word "Seal" enclosed in parentheses or scroll shall be deemed the seal of the Corporation.

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ARTICLE NINE

INDEMNIFICATION

9.1 Authority to Indemnify . The Corporation shall indemnify or obligate itself to indemnify an individual made a party to a proceeding because he or she is or was a director or officer of the Corporation (or was serving at the request of the Corporation as a director, officer or employee or agent of another Corporation, partnership, joint venture, trust or other enterprise) for reasonable expenses, judgments, fines, penalties and amounts paid in settlement (including attorneys' fees), incurred in connection with the proceeding if the individual acted in a manner he or she believed in good faith to be in or not opposed to the best interests of the Corporation and, in the case of any criminal proceeding, he or she had no reasonable cause to believe his or her conduct was unlawful. The termination of a proceeding by judgment, order, settlement, or conviction, or upon a plea of nolo contendere or its equivalent is not, of itself, determinative that the director or officer did not meet the standard of conduct set forth above. Indemnification permitted under this action in connection with a proceeding by or in the right of the Corporation is limited to reasonable expenses incurred in connection with the proceeding.

9.2 Mandatory Indemnification . To the extent that a director or officer of the Corporation has been successful, on the merits or otherwise, in the defense of any proceeding to which he or she was a party, or in defense of any claim, issue, or matter therein, because he or she is or was a director or officer of the Corporation, the Corporation shall indemnify the director or officer against reasonable expenses incurred by him or her in connection therewith.

9.3 Advance for Expenses . The Corporation shall pay for or reimburse the reasonable expenses incurred by a director or officer of the Corporation who is a party to a proceeding in advance of final disposition of the proceeding if (a) he or she furnishes the Corporation written affirmation of his or her good faith belief that he or she has met the standard of conduct set forth in Section 9.1 of this section, and (b) he or she furnishes the Corporation a written undertaking, executed personally or on his or her behalf, to repay any advances if it is ultimately determined that he or she is not entitled to indemnification. The undertaking required by this section must be an unlimited general obligation but need not be secured and may be accepted without reference to financial ability to make repayment.

9.4 Court-ordered Indemnification and Advances for Expenses . A director, officer, employee or agent of the Corporation who is a party to a proceeding may apply for indemnification or advances for expenses to the court conducting the proceeding or to another court of competent jurisdiction.

9.5 Determination of Indemnification . Except as provided in Section 9.2 and except as may be ordered by the court, the Corporation may not indemnify a director, officer, employee or agent under Sections 9.1 or 9.7 unless a determination has been made in the specific case that indemnification of the director, officer, employee or agent is permissible in the circumstances because he or she has met the standard of conduct set forth in Section 9.1 and, in the case of indemnification under Section 9.7, unless authorized thereunder. The determination shall be made:

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(a) By the Board of Directors by majority vote of a quorum consisting of directors not at the time parties to the proceedings;

(b) If a quorum cannot be obtained, by majority vote of a committee duly designated by the Board of Directors (in which designation directors who are parties may participate), consisting solely of two or more directors not at the time parties to the proceeding;

(i) Selected by the Board of Directors or its committee in the manner prescribed in paragraph (a) or (b) of this section; or

(ii) If a quorum of the Board of Directors cannot be obtained and a committee cannot be designated, selected by majority vote of the full Board of Directors (in which selection directors who are parties may participate); or

(d) By the shareholders, but shares owned by or voted under the control of directors who are at the time parties to the proceeding may not be voted on the determination.

9.6 Evaluation of Expenses . An evaluation as to the reasonableness of expenses shall be made in the same manner as the determination that indemnification is permissible in the circumstances because the director or officer has met the standard of conduct set forth in Section 9.5, except that if the determination is made by special legal counsel, an evaluation as to the reasonableness of expenses shall be made by those entitled under subsection (c) of Section 9.5 to select counsel.

9.7 Indemnification of Employees and Agents .

(a) The Corporation may indemnify, or obligate itself to indemnify, and may advance expenses under this Section 9.7 to an employee or agent of the Corporation to the same or any lesser extent as a director or officer under this Article 9.

(b) Authorization of indemnification or an obligation to indemnify under this Section 9.7 shall be made in the same manner as provided in Section 9.5 for the determination that indemnification is permissible, except that if there are fewer than two disinterested directors or if the determination is made by special legal counsel, authorization of indemnification under this Section 9.7 shall be made by those entitled under subparagraph (c) of Section 9.5 to select special legal counsel.

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(i) By the Board of Directors:

(A) When there are two or more disinterested directors, by a majority vote of all the disinterested directors (a majority of whom shall for such purpose constitute a quorum) or by a majority of the members of a committee of two or more disinterested directors appointed by such a vote; or

(B) When there are fewer than two disinterested directors and if a quorum of the board of directors is present, by the affirmative vote of a majority of directors present, in which authorization directors who do not qualify as disinterested directors may participate; or

(ii) By the shareholders, but shares owned or voted under the control of a director who at the same time does not qualify as a disinterested director with respect to the proceeding may not be voted on the authorization.

9.8 Other Rights . The indemnification and advancement of expenses provided by or granted pursuant to this Article Nine shall not be deemed exclusive of any other rights, in respect of indemnification or otherwise, to which those seeking indemnification or advancement of expenses may be entitled under any bylaw, resolution, agreement or contract either specifically or in general terms approved by the affirmative vote of the holders of a majority of the shares entitled to vote thereon taken at a meeting the notice of which specified that such bylaw, resolution or agreement would be placed before the stockholders, both as to action by a director, trustee, officer, employee or agent in his or her official capacity and as to action in another capacity while holding such office or position; except that no such other rights, in respect to indemnification or otherwise, may be provided or granted to a director, trustee, officer, employee, or agent pursuant to this Section 9.8 by the Corporation for liability for (a) any appropriation, in violation of his or her duties, of any business opportunity of the Corporation; (b) acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law; (c) the types of liability set forth in Section 14-2-832 of the Georgia Business Corporation Code dealing with illegal or unauthorized distributions of corporate assets, whether as dividends or in liquidation of the Corporation or otherwise; or (d) any transaction from which the director derived an improper material tangible personal benefit.

9.9 Insurance . The Corporation may purchase and maintain insurance on behalf of an individual who is or was a director, officer, employee, or agent of the Corporation or who, while a director, officer, employee, or agent of the Corporation, is or was serving at the request of the Corporation as a director, officer, partner, trustee, employee, or agent of another foreign or domestic Corporation, partnership, joint venture, trust, employee benefit plan, or other enterprise against liability asserted against or incurred by him or her in that capacity or arising from his or her status as a director, officer, employee, or agent whether or not the Corporation would have power to indemnify him or her against the same liability under this Article Nine.

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9.10 Continuation of Expenses . The indemnification and advancement of expenses provided by or granted pursuant to this Article Nine shall continue as to a person who has ceased to be a director, trustee, officer, employee, or agent and shall inure to the benefit of the heirs, executors, and administrators of such a person.

ARTICLE TEN

NOTICES: WAIVERS OF NOTICE

10.1 Notices . Except as otherwise specifically provided in these bylaws, whenever under the provisions of these bylaws notice is required to be given to any shareholder, director or officer, it shall not be construed to mean personal notice, but such notice may be given by personal notice, by e-mail (provided the recipient has an e-mail address), by telegram or cablegram, or by mail by depositing the same in the post office or letter box in a postage prepaid sealed wrapper, addressed to such shareholder, director or officer at such address as appears on the books of the Corporation, and such notice shall be deemed to be given at the time when the same shall be thus sent or mailed.

10.2 Waivers of Notice . Except as otherwise provided in these bylaws, when any notice is required to be given by law, by the Articles of Incorporation or by these bylaws, a written waiver thereof, signed by the person entitled to notice, whether before or after the time stated therein, shall be deemed equivalent to notice. In the case of a shareholder, such waiver of notice may be signed by the shareholder's attorney or proxy duly appointed in writing.

ARTICLE ELEVEN

CHECKS, NOTES, DRAFTS, ETC.

Checks, notes, drafts, acceptances, bills of exchange and other orders or obligations for the payment of money shall be signed by such officer or officers or person or persons as the Board of Directors by resolution shall from time to time designate.

ARTICLE TWELVE

AMENDMENTS

The bylaws of the Corporation may be altered or amended and new bylaws may be adopted by the shareholders at any annual or special meeting of the shareholders or by the Board of Directors at any regular or special meeting of the Board of Directors; provided, however, that, if such action is to be taken at a meeting of the shareholders, notice of the general nature of the proposed change in the bylaws shall be given in the notice of meeting. The shareholders may provide by resolution that any bylaw provision repealed, amended, adopted, or altered by them may not be repealed, amended, adopted or altered by the Board of Directors. Except as otherwise provided in the Articles of Incorporation, action by the shareholders with respect to bylaws shall be taken by an affirmative vote of a majority of all shares entitled to elect directors, and action by the Board of Directors with respect to bylaws shall be taken by an affirmative vote of a majority of all directors then holding office.

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