Exhibit 3.2
AMENDED AND RESTATED BYLAWS
OF
INTELLIGENT SYSTEMS CORPORATION
As of December 7, 2007
(Amended to allow issuance of uncertificated shares)
TABLE OF CONTENTS
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ARTICLE ONE Office
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1
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1.1 Registered Office and Agent
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1
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1.2 Principal Office
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1.3 Other Offices
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1
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ARTICLE TWO Shareholders Meetings
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1
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2.1 Place of Meetings
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1
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2.2 Annual Meetings
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1
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2.3 Special Meetings
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2
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2.4 Notice of Meetings
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2
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2.5 Waiver of Notice
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2
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2.6 Voting Group; Quorum; Vote Required to Act
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2
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2.7 Voting of Shares
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3
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2.8 Proxies
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3
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2.9 Presiding Officer
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3
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2.10 Adjournments
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3
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2.11 Conduct of the Meeting
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4
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2.12 Action of Shareholders Without a Meeting
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4
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2.13 Matters Considered at Annual Meetings
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4
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ARTICLE THREE Board of Directors
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5
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3.1 General Powers
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5
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3.2 Number, Election and Term of Office
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5
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3.3 Removal of Directors
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5
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3.4 Vacancies
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5
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3.5 Compensation
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6
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3.6 Committees of the Board of Directors
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6
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3.7 Qualification of Directors
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6
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3.8 Certain Nomination Requirements
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6
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ARTICLE FOUR Meetings of the Board of Directors
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7
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4.1 Regular Meetings
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7
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4.2 Special Meetings
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7
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4.3 Place of Meetings
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7
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4.4 Notice of Meetings
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7
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4.5 Quorum.
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7
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4.6 Vote Required for Action
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7
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4.7 Participation by Conference Telephone
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7
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4.8 Action by Directors Without a Meeting
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8
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4.9 Adjournments
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8
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4.10 Waiver of Notice
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8
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ARTICLE FIVE Officers
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5.1 Offices
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5.2 Term
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9
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5.3 Compensation
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9
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5.4 Removal
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9
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5.5 Chairman of the Board
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9
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5.6 Chief Executive Officer
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5.7 President
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5.8 Vice Presidents
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5.9 Secretary
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10
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5.10 Treasurer
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10
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ARTICLE SIX Distributions and Dividends
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10
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ARTICLE SEVEN Shares
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10
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7.1 Shares
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10
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7.2 Rights of Corporation with Respect to Registered Owners
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11
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7.3 Transfers of Shares
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11
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7.4 Duty of Corporation to Register Transfer
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11
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7.5 Lost, Stolen, or Destroyed Certificates
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11
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7.6 Fixing of Record Date
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11
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7.7 Record Date if None Fixed
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12
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ARTICLE EIGHT Indemnification
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12
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8.1 Indemnification of Directors
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12
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8.2 Indemnification of Others
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12
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8.3 Other Organizations
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12
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8.4 Advances
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8.5 Non-Exclusivity
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13
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8.6 Insurance
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8.7 Notice
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14
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8.8 Security
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14
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8.9 Amendment
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14
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8.10 Agreements
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14
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8.11 Continuing Benefits
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14
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8.12 Successors
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15
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8.13 Severability
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8.14 Additional Indemnification
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ARTICLE NINE Miscellaneous
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9.1 Inspection of Books and Records
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9.2 Fiscal Year
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15
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9.3 Corporate Seal
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15
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9.4 Annual Statements
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15
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9.5 Notice
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ARTICLE TEN Amendments
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AMENDED AND RESTATED BYLAWS
OF
INTELLIGENT SYSTEMS CORPORATION
As of December 7, 2007
(Amended to allow issuance of uncertificated shares)
References in these Amended and Restated Bylaws (the Bylaws) to Articles of Incorporation are
to the Articles of Incorporation of Intelligent Systems Corporation, a Georgia corporation (the
Corporation), as amended and restated from time to time.
All of these Bylaws are subject to contrary provisions, if any, of the Articles of Incorporation
(including provisions designating the preferences, limitations, and relative rights of any class or
series of shares), the Georgia Business Corporation Code (the Code), and other applicable law, as
in effect on and after the effective date of these Bylaws. References in these Bylaws to Sections
shall refer to sections of the Bylaws, unless otherwise indicated.
ARTICLE ONE
Office
1.1
Registered Office and Agent
.
The Corporation shall maintain a registered office and
shall have a registered agent whose business office is the same as the registered office.
1.2
Principal Office
.
The principal office of the Corporation shall be at the place
designated in the Corporations annual registration with the Georgia Secretary of State.
1.3
Other Offices
.
In addition to its registered office and principal office, the
Corporation may have offices at other locations either in or outside the State of Georgia.
ARTICLE TWO
Shareholders Meetings
2.1
Place of Meetings
.
Meetings of the Corporations shareholders may be held at any
location inside or outside the State of Georgia designated by the Board of Directors or any other
person or persons who properly call the meeting, or if the Board of Directors or such other person
or persons do not specify a location, at the Corporations principal office.
2.2
Annual Meetings
.
The Corporation shall hold an annual meeting of shareholders, at a
time determined by the Board of Directors, to elect directors and to transact any business that
properly may come before the meeting. The annual meeting may be combined with any other meeting of
shareholders, whether annual or special.
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2.3
Special Meetings
.
Special meetings of the shareholders of one or more classes of the
series of the Corporations shares may be called at any time by the Board of Directors, the
Chairman of the Board, the President, or the Chief Executive Officer, and shall be called by the
Corporation upon the written request (in compliance with applicable requirements of the Code) of
the holders of shares representing
fifty percent
(50%) or more of the votes entitled to be cast on
each issue proposed to be considered at the special meeting. The business that may be transacted at
any special meeting of the shareholders shall be limited to that proposed in the notice of the
special meeting given in accordance with Section 2.4 (including related or incidental matters that
may be necessary or appropriate to effectuate the proposed business).
Special meetings of
shareholders that are called by the shareholders in accordance with the above requirements will be
held at least fifty (50) days after receipt by the Corporations Secretary of the notice meeting
such requirements.
2.4
Notice of Meetings
.
In accordance with Section 9.5 and subject to waiver by a
shareholder pursuant to Section 2.5, the Corporation shall give written notice of the date, time,
and place of each annual and special shareholders meeting no fewer than 10 days nor more than 60
days before the meeting date to each shareholder of record entitled to vote at the meeting. The
notice of an annual meeting need not state the purpose of the meeting unless these Bylaws require
otherwise. The notice of a special meeting shall state the purpose for which the meeting is called.
If an annual or special shareholders meeting is adjourned to a different date, time, or location,
the Corporation shall give shareholders notice of the new date, time, or location of the adjourned
meeting, unless a quorum of shareholders was present at the meeting and information regarding the
adjournment was announced before the meeting was adjourned; provided, however, that if a new record
date is or must be fixed in accordance with Section 7.6, the Corporation must give notice of the
adjourned meeting to all shareholders of record as of the new record date who are entitled to vote
at the adjourned meeting.
2.5
Waiver of Notice
.
A shareholder may waive any notice required by the Code, the Articles
of Incorporation, or these Bylaws, before or after the date and time of the matter to which the
notice relates, by delivering to the Corporation a written waiver of notice signed by the
shareholder entitled to the notice. In addition, a shareholders attendance at a meeting shall be
(a) a waiver of objection to lack of notice or defective notice of the meeting unless the
shareholder at the beginning of the meeting objects to holding the meeting or transacting business
at the meeting, and (b) a waiver of objection to consideration of a particular matter at the
meeting that is not within the purpose stated in the meeting notice, unless the shareholder objects
to considering the matter when it is presented. Except as otherwise required by the Code, neither
the purpose of nor the business transacted at the meeting need be specified in any waiver.
2.6
Voting Group: Quorum: Vote Required to Act
.
(a) Unless otherwise required by the Code
or the Articles of Incorporation, all classes or series of the Corporations shares entitled to
vote generally on a matter shall for that purpose be considered a single voting group (a Voting
Group). If either the Articles of Incorporation or the Code requires separate voting by two or
more Voting Groups on a matter, action on that matter is taken only when voted upon by each such
Voting Group separately. At all meetings of shareholders, any Voting Group entitled to vote on a
matter may take action on the matter only if a quorum of that Voting Group exists at the meeting,
and if a quorum exists, the Voting Group may take action on the matter notwithstanding the absence
of a quorum of
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any other Voting Group that may be entitled to vote separately on the matter. Unless the Articles
of Incorporation, these Bylaws, or the Code provides otherwise, the presence (in person or by
proxy) of shares representing a majority of votes entitled to be cast on a matter by a Voting Group
shall constitute a quorum of that Voting Group with regard to that matter. Once a share is present
at any meeting other than solely to object to holding the meeting or transacting business at the
meeting, the share shall be deemed present for quorum purposes for the remainder of the meeting and
for any adjournments of that meeting, unless a new record date for the adjourned meeting is or must
be set pursuant to Section 7.6 of these Bylaws.
(b) Except as provided in Section 3.4, if a quorum exists, action on a matter by a Voting Group is
approved by that Voting Group if the votes cast within the Voting Group favoring the action exceed
the votes cast opposing the action, unless the Articles of Incorporation, a provision of these
Bylaws that has been adopted pursuant to Section 14-2-1021 of the Code (or any successor
provision), or the Code requires a greater number of affirmative votes.
2.7
Voting of Shares
.
Unless otherwise required by the Code or the Articles of
Incorporation, each outstanding share of any class or series having voting rights shall be entitled
to one vote on each matter that is submitted to a vote of shareholders.
2.8
Proxies
.
A shareholder entitled to vote on a matter may vote in person or by proxy
pursuant to an appointment executed in writing by the shareholder or by his or her
attorney-in-fact. An appointment of a proxy shall be valid for 11 months from the date of its
execution, unless a longer or shorter period is expressly stated in the proxy.
2.9
Presiding Officer
.
Except as otherwise provided in this Section 2.9, the Chairman of
the Board, and in his or her absence or disability the President, and in his or her absence or
disability the Chief Executive Officer, shall preside at every shareholders meeting (and any
adjournment thereof) as its chairman, if either of them is present and willing to serve. If neither
the Chairman of the Board nor the President nor the Chief Executive Officer is present and willing
to serve as chairman of the meeting, and if the Chairman of the Board has not designated another
person who is present and willing to serve, then a majority of the Corporations directors present
at the meeting shall be entitled to designate a person to serve as chairman. If no director of the
Corporation is present at the meeting or if a majority of the directors who are present cannot be
established, then a chairman of the meeting shall be selected by a majority vote of (a) the shares
present at the meeting that would be entitled to vote in an election of directors, or (b) if no
such shares are present at the meeting, then the shares present at the meeting comprising the
Voting Group with the largest number of shares present at the meeting and entitled to vote on a
matter properly proposed to be considered at the meeting. The chairman of the meeting may designate
other persons to assist with the meeting.
2.10
Adjournments
.
At any meeting of shareholders (including an adjourned meeting), a
majority of shares of any Voting Group present and entitled to vote at the meeting (whether or not
those shares constitute a quorum) may adjourn the meeting, but only with respect to that Voting
Group, to reconvene at a specific time and place. If more than one
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Voting Group is present and entitled to vote on a matter at the meeting, then the meeting may be
continued with respect to any such Voting Group that does not vote to adjourn as provided above,
and such Voting Group may proceed to vote on any matter to which it is otherwise entitled to do so;
provided, however
, that if (a) more than one Voting Group is required to take action on a matter at
the meeting and (b) any one of those Voting Groups votes to adjourn the meeting (in accordance with
the preceding sentence), then the action shall not be deemed to have been taken until the requisite
vote of any adjourned Voting Group is obtained at its reconvened meeting. The only business that
may be transacted at any reconvened meeting is business that could have been transacted at the
meeting that was adjourned, unless further notice of the adjourned meeting has been given in
compliance with the requirements for a special meeting that specifies the additional purpose or
purposes for which the meeting is called. Nothing contained in this Section 2.10 shall be deemed or
otherwise construed to limit any lawful authority of the chairman of a meeting to adjourn the
meeting.
2.11
Conduct of the Meeting
.
At any meeting of shareholders, the chairman of the meeting
shall be entitled to establish the rules of order governing the conduct of business at the meeting.
2.12
Action of Shareholders Without a Meeting
.
Action required or permitted to be taken at
a meeting of shareholders may be taken without a meeting if the action is taken by all shareholders
entitled to vote on the action. The action must be evidenced by one or more written consents
describing the action taken, signed by all the shareholders entitled to take action without a
meeting, and delivered to the Corporation for inclusion in the minutes or filing with the corporate
records.
2.13
Matters Considered at Annual Meetings
.
Notwithstanding anything to the contrary in
these Bylaws, the only business that may be conducted at an annual meeting of shareholders shall be
business brought before the meeting (a) by or at the direction of the Board of Directors prior to
the meeting, (b) by or at the direction of the Chairman of the Board, the President, or the Chief
Executive Officer or by a shareholder of the Corporation who is entitled to vote with respect to
the business and who complies with the notice procedures set forth in this Section 2.13. For
business to be brought properly before an annual meeting by a shareholder, the shareholder must
have given timely notice of the business in writing to the Secretary of the Corporation.
To be
timely a shareholders notice must be delivered or mailed to and received at the principal offices
of the Corporation at least 120 days before the anniversary of the date of the proxy statement for
the immediately preceding annual meeting of the Corporation.
A shareholders notice to the
Secretary shall set forth a brief description of each matter of business the shareholder proposes
to bring before the meeting and the reasons for conducting that business at the meeting; the name,
as it appears on the Corporations books and address of the shareholder proposing the business; the
series or class and number of shares of the Corporations stock that are beneficially owned by the
shareholder; and any material interest of the shareholder in the proposed business. The Chairman of
the meeting shall have the discretion to declare to the meeting that any business proposed by a
shareholder to be considered at the meeting is out of order and that such business shall not be
transacted at the meeting if (i) the Chairman concludes that the matter has been proposed in a
manner inconsistent with this
Section 2.13 or (ii) the Chairman concludes that the subject matter of the proposed business is
inappropriate for consideration by the shareholders at the meeting.
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ARTICLE THREE
Board of Directors
3.1
General Powers
.
All corporate powers shall be exercised by or under the authority of,
and the business and affairs of the Corporation shall be managed by, the Board of Directors,
subject to any limitation set forth in the Articles of Incorporation, in bylaws approved by the
shareholders, or in agreements among all the shareholders that are otherwise lawful.
3.2
Number. Election and Term of Office
.
The number of directors of the Corporation shall
be fixed by resolution of the Board of Directors or of the shareholders from time to time;
provided, however, that no decrease in the number of directors shall have the effect of shortening
the term of an incumbent director. The Board of Directors shall be divided into three classes,
Class I, Class II and Class III, as nearly equal in number as possible. The term of office of the
Directors in Class I shall expire at the 1998 Annual Meeting of Shareholders. The term of office
of the Directors in Class II shall expire at the 1999 Annual Meeting of Shareholders. The term of
office of the Directors in Class III shall expire at the 2000 Annual Meeting of Shareholders. At
each Annual Meeting of the Shareholders, Directors chosen to succeed those whose terms then expire
shall be elected for a term of office expiring at the third succeeding Annual Meeting of
Shareholders after the election. When the number of Directors is changed, subject to any
requirements of the Code, any newly-created directorships or any decrease in directorships shall be
apportioned among the classes by the Board of Directors as to make all classes as nearly equal in
number as possible. A director shall hold office until the Annual Meeting of Shareholders for the
year in which his or her term expires and until his or her successor shall be elected.
3.3
Removal of Directors
.
The entire Board of Directors or any individual director may be
removed
only for cause
by the shareholders, provided that directors elected by a particular Voting
Group may be removed only by the shareholders in that Voting Group. Removal action may be taken
only at a shareholders meeting for which notice of the removal action has been given. A removed
directors successor, if any, may be elected at the same meeting to serve the unexpired term.
3.4
Vacancies
.
A vacancy occurring in the Board of Directors may be filled for the
unexpired term, unless the shareholders have elected a successor, by the affirmative vote of a
majority of the remaining directors, whether or not the remaining directors constitute a quorum;
provided, however, that if the vacant office was held by a director elected by a particular Voting
Group, only the holders of shares of that Voting Group or the remaining directors elected by that
Voting Group shall be entitled to fill the vacancy; provided further, however, that if the vacant
office was held by a director elected by a particular Voting Group and there is no remaining
director elected by that Voting Group, the other remaining directors or director (elected by
another Voting Group or Groups) may fill the vacancy during an interim period before the
shareholders of the vacated directors Voting Group act to fill the vacancy. A vacancy or vacancies in the Board of Directors may result from the
death, resignation, disqualification, or removal of any director, or from an increase in the number
of directors.
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3.5
Compensation
.
Directors may receive such compensation for their services as directors
as may be fixed by the Board of Directors from time to time. A director may also serve the
Corporation in one or more capacities other than that of director and receive compensation for
services rendered in those other capacities.
3.6
Committees of the Board of Directors
.
The Board of Directors may designate from among
its members an executive committee or one or more other standing or ad hoc committees, each
consisting of one or more directors, who serve at the pleasure of the Board of Directors. Subject
to the limitations imposed by the Code, each committee shall have the authority set forth in the
resolution establishing the committee or in any other resolution of the Board of Directors
specifying, enlarging, or limiting the authority of the committee.
3.7
Qualification of Directors
.
No person elected to serve as a director of the Corporation
shall assume office and begin serving unless and until duly qualified to serve, as determined by
reference to the Code, the Articles of Incorporation, and any further eligibility requirements
established in these Bylaws.
3.8
Certain Nomination Requirements
.
No person may be nominated for election as a director
at any annual or special meeting of shareholders unless (a) the nomination has been or is being
made pursuant to a recommendation or approval of the Board of Directors of the Corporation or a
properly constituted committee of the Board of Directors previously delegated authority to
recommend or approve nominees for director; (b) the person is nominated by a shareholder of the
Corporation who is entitled to vote for the election of the nominee at the subject meeting, and the
nominating shareholder has furnished written notice to the Secretary of the Corporation, at the
Corporations principal office, not later than 14 days before the date of the meeting or 5 days
after notice is given pursuant to Section 2.4, whichever is later, and the notice (i) sets forth
with respect to the person to be nominated his or her name, age, business and residence addresses,
principal business or occupation during the past five years, any affiliation with or material
interest in the Corporation or any transaction involving the Corporation, and any affiliation with
or material interest in any person or entity having an interest materially adverse to the
Corporation, and (ii) is accompanied by the sworn or certified statement of the shareholder that
the nominee has consented to being nominated and that the shareholder believes the nominee will
stand for election and will serve if elected; or (c) (i) the person is nominated to replace a
person previously identified as a proposed nominee (in accordance with the provisions of subpart
(b) of this Section 3.8) who has since become unable or unwilling to be nominated or to serve if
elected, (ii) the shareholder who furnished such previous identification makes the replacement
nomination and delivers to the Secretary of the Corporation (at the time of or prior to making the
replacement nomination) an affidavit or other sworn statement affirming that the shareholder had no
reason to believe the original nominee would be so unable or unwilling, and (iii) such shareholder
also furnishes in writing to the Secretary of the Corporation (at the time of or prior to making
the
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replacement nomination) the same type of information about the replacement nominee as required by
subpart (b) of this Section 3.8 to have been furnished about the original nominee. The chairman of
any meeting of shareholders at which one or more directors are to be elected, for good cause shown
and with proper regard for the orderly conduct of business at the meeting, may waive in whole or in
part the operation of this Section 3.8.
ARTICLE FOUR
Meetings of the Board of Directors
4.1
Regular Meetings
.
A regular meeting of the Board of Directors shall be held in
conjunction with each annual meeting of shareholders. In addition, the Board of Directors may, by
prior resolution, hold regular meetings at other times.
4.2
Special Meetings
.
Special meetings of the Board of Directors may be called by or at the
request of the Chairman of the Board, the President, the Chief Executive Officer, or any two
directors in office at that time.
4.3
Place of Meetings
.
Directors may hold their meetings at any place in or outside the
State of Georgia that the Board of Directors may establish from time to time.
4.4
Notice of Meetings
.
Directors need not be provided with notice of any regular meeting
of the Board of Directors. Unless waived in accordance with Section 4.10, the Corporation shall
give at least two days notice to each director of the date, time, and place of each special
meeting. Notice of a meeting shall be deemed to have been given to any director in attendance at
any prior meeting at which the date, time, and place of the subsequent meeting was announced.
4.5
Quorum.
At meetings of the Board of Directors, the majority of the directors then in
office shall constitute a quorum for the transaction of business.
4.6
Vote Required for Action
.
If a quorum is present when a vote is taken, the vote of a
majority of the directors present at the time of the vote will be the act of the Board of
Directors, unless the vote of a greater number is required by the Code, the Articles of
Incorporation, or these Bylaws. A director who is present at a meeting of the Board of Directors
when corporate action is taken is deemed to have assented to the action taken unless (a) he or she
objects at the beginning of the meeting (or promptly upon his or her arrival) to holding the
meeting or transacting business at it; (b) his or her dissent or abstention from the action taken
is entered in the minutes of the meeting; or (c) he or she delivers written notice of dissent or
abstention to the presiding officer of the meeting before its adjournment or to the Corporation
immediately after adjournment of the meeting. The right of dissent or abstention is not available
to a director who votes in favor of the action taken.
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4.7
Participation by Conference Telephone
.
Members of the Board of Directors may
participate in a meeting of the Board by means of conference telephone or similar communications
equipment through which all persons participating may hear and speak to each other. Participation
in a meeting pursuant to this Section 4.7 shall constitute presence in person at the meeting.
4.8
Action by Directors Without a Meeting
.
Any action required or permitted to be taken at
any meeting of the Board of Directors may be taken without a meeting if a written consent,
describing the action taken, is signed by each director and delivered to the Corporation for
inclusion in the minutes or filing with the corporate records. The consent may be executed in
counterpart, and shall have the same force and effect as a unanimous vote of the Board of Directors
at a duly convened meeting.
4.9
Adjournments
.
A meeting of the Board of Directors, whether or not a quorum is present,
may be adjourned by a majority of the directors present to reconvene at a specific time and place.
It shall not be necessary to give notice to the directors of the reconvened meeting or of the
business to be transacted, other than by announcement at the meeting that was adjourned, unless a
quorum was not present at the meeting that was adjourned, in which case notice shall be given to
directors in the same manner as for a special meeting. At any such reconvened meeting at which a
quorum is present, any business may be transacted that could have been transacted at the meeting
that was adjourned.
4.10
Waiver of Notice
.
A director may waive any notice required by the Code, the Articles
of Incorporation, or these Bylaws before or after the date and time of the matter to which the
notice relates, by a written waiver signed by the director and delivered to the Corporation for
inclusion in the minutes or filing with the corporate records. Attendance by a director at a
meeting shall constitute waiver of notice of the meeting, except where a director at the beginning
of the meeting (or promptly upon his or her arrival) objects to holding the meeting or to
transacting business at the meeting and does not thereafter vote for or assent to action taken at
the meeting.
ARTICLE FIVE
Officers
5.1
Offices
.
The officers of the Corporation shall consist of a President, a Secretary, and
a Treasurer, and may include a Chief Executive Officer separate from the President, each of whom
shall be elected or appointed by the Board of Directors. The Board of Directors may also elect a
Chairman of the Board from among its members. The Board of Directors from time to time may, or may
authorize the Chief Executive Officer to, create and establish the duties of other offices and may,
or may authorize the Chief Executive Officer to, elect or appoint, or authorize specific senior
officers to appoint, the persons who shall hold such other offices, including one or more Vice
Presidents (including Executive Vice Presidents, Senior Vice Presidents, Assistant Vice Presidents,
and the like), one or more Assistant Secretaries, and one or more Assistant Treasurers. Whether or
not so provided by the Board of Directors, the Chairman of the Board or the Chief Executive Officer
may appoint one or more Assistant Secretaries, and one or more Assistant Treasurers. Any two or more offices
may be held by the same person.
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5.2
Term
.
Each officer shall serve at the pleasure of the Board of Directors (or, if
appointed by the Chief Executive Officer or a senior officer pursuant to this Article Five, at the
pleasure of the Board of Directors, the Chief Executive Officer, or the senior officer authorized
to have appointed the officer) until his or her death, resignation, or removal, or until his or her
replacement is elected or appointed in accordance with this Article Five.
5.3
Compensation
.
The compensation of all officers of the Corporation shall be fixed by the
Board of Directors or by a committee or officer appointed by the Board of Directors. Officers may
serve without compensation.
5.4
Removal
.
All officers (regardless of how elected or appointed) may be removed, with or
without cause, by the Board of Directors, and any officer appointed by the Chief Executive Officer
or another senior officer may also be removed, with or without cause, by the Chief Executive
Officer or by any senior officer authorized to have appointed the officer to be removed. Removal
will be without prejudice to the contract rights, if any, of the person removed, but shall be
effective notwithstanding any damage claim that may result from infringement of such contract
rights.
5.5
Chairman of the Board
.
The Chairman of the Board (if there be one) shall preside at and
serve as chairman of meetings of the shareholders and of the Board of Directors (unless another
person is selected under Section 2.9 to act as chairman). The Chairman of the Board shall perform
other duties and have other authority as may from time to time be delegated by the Board of
Directors.
5.6
Chief Executive Officer
.
The Chief Executive Officer shall be charged with the general
and active management of the Corporation, shall see that all orders and resolutions of the Board of
Directors are carried into effect, shall have the authority to select and appoint employees and
agents of the Corporation, and shall, in the absence or disability of the Chairman of the Board,
perform the duties and exercise the powers of the Chairman of the Board. The Chief Executive
Officer shall perform any other duties and have any other authority as may be delegated from time
to time by the Board of Directors, and shall be subject to the limitations fixed from time to time
by the Board of Directors.
5.7
President
.
If there shall be no separate Chief Executive Officer of the Corporation,
then the President shall be the chief executive officer of the Corporation and shall have all the
duties and authority given under these Bylaws to the Chief Executive Officer. The President shall
otherwise be the chief operating officer of the Corporation and shall, subject to the authority of
the Chief Executive Officer, have responsibility for the conduct and general supervision of the
business operations of the Corporation. The President shall perform such other duties and have such
other authority as may from time to time be delegated by the Board of Directors or the Chief
Executive Officer. In the absence or disability of the Chief Executive Officer, the President shall
perform the duties and exercise the powers of the Chief Executive Officer.
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5.8
Vice Presidents
.
The Vice President (if there be one) shall, in the absence or
disability of the President, perform the duties and exercise the powers of the President, whether
the duties and powers are specified in these Bylaws or otherwise. If the Corporation has more than
one Vice President, the one designated by the Board of Directors or the Chief Executive Officer (in
that order of precedence) shall act in the event of the absence or disability of the President.
Vice Presidents shall perform any other duties and have any other authority as from time to time
may be delegated by the Board of Directors, the Chief Executive Officer, or the President.
5.9
Secretary
.
The Secretary shall be responsible for preparing minutes of the meetings of
shareholders, directors, and committees of directors and for authenticating records of the
Corporation. The Secretary or any Assistant Secretary shall have authority to give all notices
required by law or these Bylaws. The Secretary shall be responsible for the custody of the
corporate books, records, contracts, and other documents. The Secretary or any Assistant Secretary
may affix the corporate seal to any lawfully executed documents requiring it, may attest to the
signature of any officer of the Corporation, and shall sign any instrument that requires the
Secretarys signature. The Secretary or any Assistant Secretary shall perform any other duties and
have any other authority as from time to time may be delegated by the Board of Directors, the Chief
Executive Officer, or the President.
5.10
Treasurer
.
Unless otherwise provided by the Board of Directors, the Treasurer shall be
responsible for the custody of all funds and securities belonging to the Corporation and for the
receipt, deposit, or disbursement of these funds and securities under the direction of the Board of
Directors. The Treasurer shall cause full and true accounts of all receipts and disbursements to be
maintained and shall make reports of these receipts and disbursements to the Board of Directors,
the Chief Executive Officer and President upon request. The Treasurer or Assistant Treasurer shall
perform any other duties and have any other authority as from time to time may be delegated by the
Board of Directors, the Chief Executive Officer, or the President.
ARTICLE SIX
Distributions and Dividends
Unless the Articles of Incorporation provide otherwise, the Board of Directors, from time to time
in its discretion, may authorize or declare distributions or share dividends in accordance with the
Code.
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ARTICLE SEVEN
Shares
7.1
Shares
.
The Corporation may issue shares of the Corporation with or without
certificates. All certificates representing shares of the Corporation shall be in such form as the
Board of Directors from time to time may adopt in accordance with the Code. Share certificates, if
any, shall be in registered form and shall indicate the date of issue, the name of the Corporation,
that the Corporation is organized under the laws of the State of Georgia, the name of the
shareholder, and the number and class of shares and designation of the series, if any, represented
by the certificate. Each certificate shall be signed by the President or a Vice President (or in
lieu thereof, by the Chairman of the Board or Chief Executive Officer, if there be one) and may be
signed by the Secretary or an Assistant Secretary; provided, however, that where the certificate is
signed (either manually or by facsimile) by a transfer agent, or registered by a registrar, the
signatures of those officers may be facsimiles. Within a reasonable time after the issue or
transfer of shares without certificates, the Corporation shall send the holder of such shares a
written statement as prescribed by the Code.
7.2
Rights of Corporation with Respect to Registered Owners
.
Prior to due presentation for
transfer of registration of its shares, the Corporation may treat the registered owner of the
shares (or the beneficial owner of the shares to the extent of any rights granted by a nominee
certificate on file with the Corporation pursuant to any procedure that may be established by the
Corporation in accordance with the Code) as the person exclusively entitled to vote the shares, to
receive any dividend or other distribution with respect to the shares, and for all other purposes;
and the Corporation shall not be bound to recognize any equitable or other claim to or interest in
the shares on the part of any other person, whether or not it has express or other notice of such a
claim or interest, except as otherwise provided by law.
7.3
Transfers of Shares
.
Transfers of shares shall be made upon the books of the
Corporation kept by the Corporation or by the transfer agent designated to transfer the shares,
only upon direction of the person named in the certificate, or, with respect to uncertificated
shares, the registered owner of such shares, or by an attorney lawfully constituted in writing,
and, if such shares are represented by a certificate or certificates, on surrender of the
certificate or certificates for such shares properly endorsed, or for uncertificated shares, upon
the presentation of proper evidence of authority to transfer by the record holder. Before any new
certificate is issued or before any transfer of uncertificated shares is registered, any old
certificate shall be surrendered for cancellation or, in the case of a certificate alleged to have
been lost, stolen, or destroyed, the provisions of Section 7.5 of these Bylaws shall have been
complied with.
7.4
Duty of Corporation to Register Transfer
.
Notwithstanding any of the provisions of
Section 7.3 of these Bylaws, the Corporation is under a duty to register the transfer of its shares
only if: (a) the share certificate, if any, is endorsed by the appropriate person or persons; (b)
reasonable assurance is given that each required endorsement or other instruction is genuine and
effective; (c) the Corporation has no duty to inquire into adverse claims or has discharged any
such duty; (d) any applicable law relating to the collection of taxes has been complied with; (e) the transfer is in fact rightful or is to a bona fide purchaser;
and (f) the transfer is in compliance with applicable provisions of any transfer restrictions of
which the Corporation shall have notice.
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7.5
Lost, Stolen, or Destroyed Certificates
.
Any person claiming a share certificate to be
lost, stolen, or destroyed shall make an affidavit or affirmation of this claim in such a manner as
the Corporation may require and shall, if the Corporation requires, give the Corporation a bond of
indemnity in form and amount, and with one or more sureties satisfactory to the Corporation, as the
Corporation may require, whereupon an appropriate new certificate (or uncertificated shares in lieu
of a new certificate) may be issued in lieu of the one alleged to have been lost, stolen or
destroyed.
7.6
Fixing of Record Date
.
For the purpose of determining shareholders (a) entitled to
notice of or to vote at any meeting of shareholders or, if necessary, any adjournment thereof, (b)
entitled to receive payment of any distribution or dividend, or (c) for any other proper purpose,
the Board of Directors may fix in advance a date as the record date. The record date may not be
more than 70 days (and, in the case of a notice to shareholders of a shareholders meeting, not
less than 10 days) prior to the date on which the particular action, requiring the determination of
shareholders, is to be taken. A separate record date may be established for each Voting Group
entitled to vote separately on a matter at a meeting. A determination of shareholders of record
entitled to notice of or to vote at a meeting of shareholders shall apply to any adjournment of the
meeting, unless the Board of Directors shall fix a new record date for the reconvened meeting,
which it must do if the meeting is adjourned to a date more than 120 days after the date fixed for
the original meeting.
7.7
Record Date if None Fixed
.
If no record date is fixed as provided in Section
7.6, then the record date for any determination of shareholders that may be proper or required by
law shall be, as appropriate, the date on which notice of a shareholders meeting is mailed, the
date on which the Board of Directors adopts a resolution declaring a dividend or authorizing a
distribution, or the date on which any other action is taken that requires a determination of
shareholders.
ARTICLE EIGHT
Indemnification
8.1
Indemnification of Directors
.
The Corporation shall indemnify and hold harmless any
director of the Corporation (an Indemnified Person) who was or is a party, or is threatened to be
made a party, to any threatened, pending or completed action, suit, or proceeding, whether civil,
criminal, administrative, or investigative, whether formal or informal, including any action or
suit by or in the right of the Corporation (for purposes of this Article Eight, collectively, a
Proceeding) because he or she is or was a director, officer, employee, or agent of the
Corporation, against any judgment, settlement, penalty, fine, or reasonable expenses (including,
but not limited to, attorneys fees and disbursements, court costs, and expert witness fees)
incurred with respect to the
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Proceeding (for purposes of this Article Eight, a Liability), provided, however, that no
indemnification shall be made for: (a) any appropriation by a director, in violation of the
directors duties, of any business opportunity of the corporation; (b) any acts or omissions of a
director that involve intentional misconduct or a knowing violation of law; (c) the types of
liability set forth in Code Section 14-2-832; or (d) any transaction from which the director
received an improper personal benefit.
8.2
Indemnification of Others
.
The Board of Directors shall have the power to cause the
Corporation to provide to officers, employees, and agents of the Corporation all or any part of the
right to indemnification permitted for such persons by appropriate provisions of the Code. Persons
to be indemnified may be identified by position or name, and the right of indemnification may be
different for each of the persons identified. Each officer, employee, or agent of the Corporation
so identified shall be an Indemnified Person for purposes of the provisions of this Article
Eight.
8.3
Other Organizations
.
The Corporation shall provide to each director, and the Board of
Directors shall have the power to cause the Corporation to provide to any officer, employee, or
agent, of the Corporation who is or was serving as a director, officer, partner, trustee, employee,
or agent of
(a) Intelligent Systems Master, L.P., INTS Management Company or any of their current or former
affiliates, or
(b) another corporation, partnership, joint venture, trust, employee benefit plan, or other
enterprise at the Corporations request
all or any part of the right to indemnification and other rights of the type provided under
Sections 8.1, 8.2, 8.4, and 8.10 of this Article Eight (subject to the conditions, limitations, and
obligations specified in those Sections) permitted for such persons by appropriate provisions of
the Code. Persons to be indemnified may be identified by position or name, and the right of
indemnification may be different for each of the persons identified. Each person so identified
shall be an Indemnified Person for purposes of the provisions of this Article Eight.
8.4
Advances
.
Expenses (including, but not limited to, attorneys fees and disbursements,
court costs, and expert witness fees) incurred by an Indemnified Person in defending any Proceeding
of the kind described in Sections 8.1 or 8.3, as to an Indemnified Person who is a director of the
Corporation, or in Sections 8.2 or 8.3 as to other Indemnified Persons, if the Board of Directors
has specified that advancement of expenses be made available to any such Indemnified Person, shall
be paid by the Corporation in advance of the final disposition of such Proceeding as set forth
herein. The Corporation shall promptly pay the amount of such expenses to the Indemnified Person,
but in no event later than 10 days following the Indemnified Persons delivery to the Corporation
of a written request for an advance pursuant to this Section 8.4, together with a reasonable
accounting of such expenses; provided, however, that the Indemnified Person shall furnish the
Corporation a written affirmation of his or her good faith belief that he or she has met the
applicable standard of conduct and a written undertaking and agreement to repay to the Corporation
13
any advances made pursuant to this Section 8.4 if it shall be determined that the Indemnified
Person is not entitled to be indemnified by the Corporation for such amounts. The Corporation may
make the advances contemplated by this Section 8.4 regardless of the Indemnified Persons financial
ability to make repayment. Any advances and undertakings to repay pursuant to this Section 8.4 may
be unsecured and interest-free.
8.5
Non-Exclusivity
.
Subject to any applicable limitation imposed by the Code or the
Articles of Incorporation, the indemnification and advancement of expenses provided by or granted
pursuant to this Article Eight shall not be exclusive of any other rights to which a person seeking
indemnification or advancement of expenses may be entitled under any provision of the Articles of
Incorporation, or any Bylaw, resolution, or agreement specifically or in general terms approved or
ratified by the affirmative vote of holders of a majority of the shares entitled to be voted
thereon.
8.6
Insurance
.
The Corporation shall have the power to purchase and maintain insurance on
behalf of any person who is or was a director, officer, employee, or agent of the Corporation, or
who, while serving in such a capacity, is also or was also serving at the request of the
Corporation as a director, officer, trustee, partner, employee, or agent of any corporation,
partnership, joint venture, trust, employee benefit plan, or other enterprise, against any
Liability that may be asserted against or incurred by him or her in any such capacity, or arising
out of his or her status as such, whether or not the Corporation would have the power to indemnify
him or her against such liability under the provisions of this Article Eight.
8.7
Notice
.
If the Corporation indemnifies or advances expenses to a director under any of
Sections 14-2-851 through 14-2-854 of the Code in connection with a Proceeding by or in the right
of the Corporation, the Corporation shall, to the extent required by Section 14-2-1621 or any other
applicable provision of the Code, report the indemnification or advance in writing to the
shareholders with or before the notice of the next shareholders meeting.
8.8
Security.
The Corporation may designate certain of its assets as collateral, provide
self-insurance, establish one or more indemnification trusts, or otherwise secure or facilitate its
ability to meet its obligations under this Article Eight, or under any indemnification agreement or
plan of indemnification adopted and entered into in accordance with the provisions of this Article
Eight, as the Board of Directors deems appropriate.
8.9
Amendment
.
Any amendment to this Article Eight that limits or otherwise adversely
affects the right of indemnification, advancement of expenses, or other rights of any Indemnified
Person hereunder shall, as to such Indemnified Person, apply only to Proceedings based on actions,
events, or omissions (collectively, Post Amendment Events) occurring after such amendment and
after delivery of notice of such amendment to the Indemnified Person so affected. Any Indemnified
Person shall. as to any Proceeding based on actions, events, or omissions occurring prior to the
date of receipt of such notice, be entitled to the right of indemnification, advancement of
expenses, and other rights under this Article Eight to the same extent as if such provisions had
continued as part of the Bylaws of the Corporation without such amendment. This Section 8.9 cannot be altered, amended, or
repealed in a manner effective as to any Indemnified Person (except as to Post Amendment Events)
without the prior written consent of such Indemnified Person.
14
8.10
Agreements
.
The provisions of this Article Eight shall be deemed to constitute an
agreement between the Corporation and each Indemnified Person hereunder. In addition to the rights
provided in this Article Eight, the Corporation shall have the power, upon authorization by the
Board of Directors, to enter into an agreement or agreements providing to any Indemnified Person
indemnification rights substantially similar to those provided in this Article Eight.
8.11
Continuing Benefits
.
The rights of indemnification and advancement of expenses
permitted or authorized by this Article Eight shall, unless otherwise provided when such rights are
granted or conferred, continue as to a person who has ceased to be a director, officer, employee.
or agent and shall inure to the benefit of the heirs, executors, and administrators of such person.
8.12
Successors.
For purposes of this Article Eight, the term Corporation shall include
any corporation, joint venture, trust, partnership, or unincorporated business association that is
the successor to all or substantially all of the business or assets of this Corporation, as a
result of merger, consolidation, sale, liquidation. or otherwise, and any such successor shall be
liable to the persons indemnified under this Article Eight on the same terms and conditions and to
the same extent as this Corporation.
8.13
Severability
.
Each of the Sections of this Article Eight, and each of the clauses set
forth herein, shall be deemed separate and independent, and should any part of any such Section or
clause be declared invalid or unenforceable by any court of competent jurisdiction, such invalidity
or unenforceability shall in no way render invalid or unenforceable any other part thereof or any
separate Section or clause of this Article Eight that is not declared invalid or unenforceable.
8.14
Additional Indemnification
.
In addition to the specific indemnification rights set
forth herein, the Corporation shall indemnify each of its directors and such of its officers as
have been designated by the Board of Directors to the full extent permitted by action of the Board
of Directors without shareholder approval under the Code or other laws of the State of Georgia as
in effect from time to time.
ARTICLE NINE
Miscellaneous
9.1
Inspection of Books and Records
.
The Board of Directors shall have the power to
determine which accounts, books, and records of the Corporation shall be available for shareholders
to inspect or copy, except for those books and records required by the Code to be made available
upon compliance by a shareholder with applicable requirements, and shall have the power to fix
reasonable rules and regulations (including confidentiality restrictions and procedures) not in
conflict with applicable law for the inspection and
15
copying of accounts, books, and records that by law or by determination of the Board of Directors
are made available. Unless required by the Code or otherwise provided by the Board of Directors, a
shareholder of the Corporation holding less than two percent of the total shares of the Corporation
then outstanding shall have no right to inspect the books and records of the Corporation.
9.2
Fiscal Year
.
The Board of Directors is authorized to fix the fiscal year of the
Corporation and to change the fiscal year from time to time as it deems appropriate.
9.3
Corporate Seal
.
The corporate seal will be in such form as the Board of Directors may
from time to time determine. The Board of Directors may authorize the use of one or more facsimile
forms of the corporate seal. The corporate seal need not be used unless its use is required by law,
by these Bylaws, or by the Articles of Incorporation.
9.4
Annual Statements
.
Not later than four months after the close of each fiscal year, and
in any case prior to the next annual meeting of shareholders, the Corporation shall prepare (a) a
balance sheet showing in reasonable detail the financial condition of the Corporation as of the
close of its fiscal year, and (b) a profit and loss statement showing the results of its operations
during its fiscal year. Upon receipt of written request, the Corporation promptly shall mail to any
shareholder of record a copy of the most recent such balance sheet and profit and loss statement,
in such form and with such information as the Code may require.
9.5
Notice
.
(a) Whenever these Bylaws require notice to be given to any shareholder or to
any director, the notice may be given by mail, in person, by courier delivery, by telephone, or by
telecopier, telegraph, or similar electronic means. Whenever notice is given to a shareholder or
director by mail, the notice shall be sent by depositing the notice in a post office or letter box
in a postage-prepaid, sealed envelope addressed to the shareholder or director at his or her
address as it appears on the books of the Corporation. Any such written notice given by mail shall
be effective: (i) if given to shareholders, at the time the same is deposited in the United States
mail, and (ii) in all other cases, at the earliest of (x) when received or when delivered, properly
addressed, to the addressees last known principal place of business or residence, (y) five days
after its deposit in the mail, as evidenced by the postmark, if mailed with first-class postage
prepaid and correctly addressed, or (z) on the date shown on the return receipt, if sent by
registered or certified mail, return receipt requested, and the receipt is signed by or on behalf
of the addressee. Whenever notice is given to a shareholder or director by any means other than
mail, the notice shall be deemed given when received.
(b) In calculating time periods for notice, when a period of time measured in days, weeks, months,
years, or other measurement of time is prescribed for the exercise of any privilege or the
discharge of any duty, the first day shall not be counted but the last day shall be counted.
16
ARTICLE TEN
Amendments
Except as otherwise provided under the Code, the Board of Directors shall have the power to alter,
amend, or repeal these Bylaws or adopt new Bylaws. Any Bylaws adopted by the Board of Directors may
be altered, amended, or repealed, and new Bylaws adopted, by the shareholders. The shareholders may
prescribe in adopting any Bylaw or Bylaws that the Bylaw or Bylaws so adopted shall not be altered,
amended, or repealed by the Board of Directors.
17