**Exhibit3 (ii)**

 

**AMENDED AND RESTATED BYLAWS**

** **

**OF**

** **

**FIRSTWAVE TECHNOLOGIES, INC.**

** **

----

 

**AMENDED AND RESTATED BYLAWS**

** **

**OF**

** **

**FIRSTWAVE TECHNOLOGIES, INC.**

 

**ARTICLE 1**

** **

**OFFICES**

 

1.1           Registered Officeand Agent.  The Corporation shallmaintain a registered office and shall have a registered agent whose businessoffice is identical with such registered office.

 

1.2           Principal Office.  The principal office of the Corporationshall be 2859 Paces Ferry Road, Suite 1000, Atlanta, Georgia 30339 or at suchother location as may be designated in the Corporation’s annual registrationwith the Secretary of State of Georgia.

 

1.3           Other Offices.  In addition to its registered office andprincipal office, the Corporation may have offices at such other place orplaces, within or without the State of Georgia, as the business of theCorporation may require or make desirable.

 

**ARTICLE 2**

** **

**SHAREHOLDERS’ MEETINGS**

 

2.1           Place of Meetings.  Meetings of the shareholders may be held atany place within or without the State of Georgia as set forth in the notice ofthe meeting.  If the notice of themeeting does not specify a place, such meeting shall be held at the principaloffice of the Corporation.

 

2.2           Annual Meetings.  The Corporation shall hold an annual meetingof its shareholders for the election of directors and the transaction ofgeneral business on the fourth Tuesday in April of each year at a time andplace designated by the Board of Directors or at such other time and date asthe Board of Directors may designate. If the date fixed for the annual meeting is a legal holiday, the meetingshall be held on the next succeeding day not a legal holiday.  The annual meeting may be combined with anyother meeting of shareholders, whether annual or special.

 

2.3           Special Meetings.  Special meetings of the shareholders or anyclass or series or of all classes or series of the Corporation’s shares may becalled at any time by the Board of Directors, the Chairman of the Board, theChief Executive Officer or the President. If the Corporation has one hundred (100) or fewer shareholders ofrecord, a special meeting of the shareholders of any class or series or of allclasses or series of the Corporation’s shares shall be called by theCorporation upon the written demand of the holders of twenty-five percent (25%)of all the votes entitled to be cast on any issue or issues to be considered atsuch special meeting.  Except asotherwise provided in the Georgia Business Corporation Code (the “Code”) or theArticles of Incorporation, if the Corporation has more than one hundred (100)shareholders of record, the shareholders shall not have the right to callspecial meetings of the shareholders. The business that may be transacted at any special meeting ofshareholders shall be limited to the purpose or purposes stated in the noticeof such special meeting given in accordance with Section 2.4 of theseBylaws (including such related or incidental matters as may be necessary orappropriate to give effect to the purpose or purposes so stated).

 

2.4           Notice of Meetings.  Unless waived in accordance withSection 2.5, the Corporation shall give written notice in accordance withSection 9.5 of the date, time and place of each annual and specialshareholders’ meeting, no fewer than ten (10) days nor more thansixty (60) days before the meeting date, to each shareholder of recordentitled to vote at such meeting.  Inthe case of an annual meeting, the notice of the meeting need not state thepurpose or purposes of the meeting unless otherwise required by theseBylaws.  In the case of a specialmeeting, the notice of meeting shall state the purpose or purposes for whichthe meeting is called.  If an annual orspecial shareholders’ meeting is adjourned to a different date, time or place,the Corporation shall give notice of the new date, time or place of suchmeeting, unless a quorum was present and such information regarding theadjournment was announced at the meeting before adjournment thereof; provided,however, that if a new record date is or must be fixed in accordance with Section 8.5,notice of the adjourned meeting shall in any event be given by the Corporationto persons who are shareholders of the new record date.

 

2.5           Waiver of Notice.  A shareholder may waive any notice requiredby the Code, the Articles of Incorporation or these Bylaws, before or after thedate and time of the matter to which the notice relates, by delivery to theCorporation or a written waiver of such notice signed by the shareholderentitled to such notice.  In addition, ashareholder’s attendance at a meeting shall be (i) a waiver of objectionto lack of notice or defective notice of such meeting unless such shareholderat the beginning of the meeting objects to holding the meeting or transactingbusiness at the meeting, and (ii) a waiver of objection to considerationof a particular matter at such meeting that is not within the purpose orpurposes stated in the meeting notice, unless the shareholder objects toconsidering the matter when it is presented. Except as otherwise required by the Code, neither the businesstransacted nor the purpose of the meeting need to be specified in any waiver.

 

----

 

2.6           Voting Group:Quorum; Vote Required to Act.

 

(a)           Unless otherwiserequired by the Code or the Articles of Incorporation, all classes or series ofthe Corporation’s shares entitled to vote generally on a matter shall for thatpurpose be considered a single voting group (a “Voting Group”).  If the Articles of Incorporation or the Coderequires voting by two or more Voting Groups, with each voting separately on amatter, action on that matter is taken only when voted upon by each of thoseVoting Groups counted separately.  Atall meetings of shareholders, each Voting Group that is entitled to voteseparately on a matter may take action on such matter only if a quorum of suchVoting Group exists at such meeting. Unless the Article of Incorporation, these Bylaws, or the Code otherwiseprovides, the presence (in person or by proxy) of a majority of the votesentitled to be cast on a matter by a Voting Group constitutes a quorum of thatVoting Group with regard to that matter. Once a share is represented at any meeting other than solely to objectto holding the meeting or transacting business at the meeting, such share shallbe deemed present for quorum purposes for the remainder of the meeting and forany adjournments of that meeting, unless a new record date is or must be setpursuant to Section 8.5 of these Bylaws for such adjourned meeting.

 

(b)           If a quorum exists,action on a matter by a Voting Group is approved if the votes cast within theVoting Group favoring the action exceed the votes cast opposing the action,except in the case of election of directors by plurality (seeSection 3.2), and unless the Articles of Incorporation, a provision ofthese Bylaws that has been adopted pursuant to Section 14-2-1021 of theCode (or any successor to such provision), or the Code requires a greaternumber of affirmative votes.

 

2.7           Voting of Shares.  Unless otherwise required by the Code, theArticles of Incorporation or any Articles of Amendment filed with the Secretaryof State designating the preferences, limitations, and relative rights of anyclass or series of shares, each outstanding share of any class or series havingvoting rights shall be entitled to one vote on each matter that is subjected toa vote at a meeting of shareholders.

 

2.8           Proxies.  A shareholder entitled to vote on a mattermay vote in person or by proxy executed in writing by the shareholder or by hisattorney-in-fact.  A proxy shall beeffective when received by the Secretary or other officer or agent authorizedto tabulate votes and shall be valid for eleven (11) months from the dateof its receipt by the Secretary or other officer or agent of the Corporationauthorized to tabulate votes, unless a longer period is expressly statedtherein.  Every proxy shall be revocableat the pleasure of the shareholder executing it or such shareholder’s personalrepresentative, unless the appointment form conspicuously states that it isirrevocable and the appointment is coupled with an interest as required by§ 14-2-722 of the Code.

 

2.9           Presiding Officer.  Except as otherwise provided in thisSection 2.9, the Chairman of the Board shall preside at everyshareholders’ meeting as its chairman. If the Chairman of the Board is not present and willing to serve as thechairman of the meeting, then the Chief Executive Officer shall serve as thechairman of the meeting.  If neither theChairman of the Board nor the Chief Executive Officer is present and willing toserve as chairman of the meeting, and neither has designated another person whois present and willing to so serve, then a majority of the Corporation’sdirectors present at the meeting shall be entitled to designate a person toserve as chairman.  If no directors ofthe Corporation are present at such meeting or no majority of the directors canbe established, a chairman of the meeting shall be selected by a majority voteof the shares present at the meeting and entitled to vote in an election ofdirectors.  The chairman of the meetingshall appoint such persons as he or she deems appropriate to assist with themeeting.

 

2.10         Adjournments.  Any meeting of the shareholders (includingan adjourned meeting) may be adjourned by an affirmative vote of the holders ofa majority of the voting shares represented at the meeting, regardless ofwhether a quorum is then present, to reconvene at a specific time andplace.  At any such reconvened meeting,only such business may be transacted as could have been transacted at themeeting that was adjourned, unless further notice of the adjourned meeting hasbeen given in compliance with the requirements for a special meeting and suchnotice specifies the additional purpose or purposes for which the meeting iscalled.

 

2.11         Conduct of the Meeting.  At any meeting of shareholders, the chairmanof such meeting shall be entitled to establish the rules of order that shallgovern the conduct of business at the meeting.

 

2.12         Action of ShareholdersWithout a Meeting.  Any action whichmay be or is required to be taken at a meeting of the shareholders may be takenwithout a meeting if all shareholders entitled to vote on the action consent totaking such action without a meeting. The action must be evidenced by a written consent describing the actiontaken which has been signed by each shareholder entitled to vote on the actionand must be delivered to the Corporation for inclusion in the minutes or filingwith the corporate records.

 

2.13         Matters Considered atAnnual Meetings.  At any annualmeeting of the shareholders, only such business shall be conducted as shallhave been brought before such meeting (i) by or at the direction of theBoard of Directors prior to the meeting, (ii) by or at the direction ofthe Chairman of the Board or the Chief Executive Officer if present at themeeting, or (iii) by any shareholder of the Corporation who is entitled tovote with respect thereto.

 

**ARTICLE 3**

** **

**THE BOARD OF DIRECTORS**

** **

3.1           General Powers.  All corporate powers shall be exercised byor under the authority of, and the business and affairs of the Corporationshall be managed by, the Board of Directors.

 

2

----

 

3.2           Number, Election andTerm of Office.

 

(a)           The number of directorsof the Corporation shall be that number as may be fixed from time to time bythe Board of Directors in accordance with the Articles of Incorporation of theCorporation.  Any change in the numberof directors shall not affect the tenure of office of any director.  Directors shall be elected each year at theannual meeting of shareholders and each director shall serve for a term ofone (1) year unless the Articles of Incorporation specify that the termsshall be staggered, in which case each director shall serve for a term of threeyears or as otherwise set forth in the Articles of Incorporation.

 

(b)           Each director shallserve until his or her successor shall be elected and qualified.  Directors shall be eligible for electionwithout limitation on the number of terms they may serve.  Elections of directors need not be by ballotunless a shareholder demands election by ballot before the voting begins.

 

3.3           Removal of Directors.  The entire Board of Directors or anyindividual director may be removed only as provided in the Articles ofIncorporation.

 

3.4           Vacancies.  A vacancy or vacancies in the Board ofDirectors resulting from the death, resignation, disqualification or removal ofany director, and newly created directorships resulting from any increase inthe authorized number of directors shall be filled by a majority of theremaining directors though less than a quorum, or by the sole remainingdirector at any regular or special meeting of the Board of Directors.  Except as otherwise provided by the Articlesof Incorporation or by Code, any director so elected by the Board of Directorsshall serve until the next annual meeting of the shareholders at whichdirectors of the class in which such director serves are to be elected anduntil the election and qualification of his or her successor or until his orher earlier death, resignation or removal as provided in the Articles ofIncorporation.

 

3.5           Compensation.  The Board of Directors, by the affirmativevote of two-thirds of the directors then in office and irrespective of any personalinterest of any director, shall have the authority to fix the reasonablecompensation, including fees and reimbursement of out-of-pocket expenses, ofdirectors for service to the Corporation. A director may also serve the Corporation in a capacity other than thatof director and receive compensation for services rendered in such othercapacity.

 

3.6           Committees.  The Board of Directors, by resolutionadopted by a majority of the entire Board, may designate an executivecommittee, consisting of two or more directors, and other committees,consisting of two or more directors, and may delegate to such committee orcommittees such authority of the Board of Directors that it deemsdesirable.  Only the specific delegationof the Board of Directors shall be effective to give a committee the authorityto adopt, amend or repeal the Bylaws, to submit to shareholders any action thatneeds shareholder authorization under applicable law, to fill vacancies in theBoard of Directors or in any committee, or to declare dividends or make othercorporate distributions.  The committeeor committees shall report any action taken to the meeting of the Board ofDirectors next following the taking of such action, unless the Board of Directorsrequires otherwise.  The Board of Directorsmay designate one or more directors as alternate members of any such committee,who may replace any absent member or members at any meeting of thecommittee.  Each such committee, andeach member of each such committee, shall serve at the pleasure of the Board ofDirectors.  The designation of any suchcommittee and the delegation thereto of authority shall not relieve anydirector of any responsibility imposed by law. So far as applicable, the provisions of law relating to the conduct ofmeetings of the Board of Directors shall govern meetings of the executive andother committees.

 

3.7           Qualification ofDirectors.  No person elected toserve as a director of the Corporation shall assume such office and commencesuch service unless and until such person shall be duly qualified, asdetermined by reference to the Code and the Articles of Incorporation.

 

**ARTICLE 4**

** **

**MEETINGS OF THE BOARD OF DIRECTORS**

 

4.1           Regular Meetings.  A regular meeting of the Board of Directorsshall be held in conjunction with each annual meeting of shareholders.  In addition, the Board of Directors mayschedule and hold regular meetings at other times.

 

4.2           Special Meetings.  Special meetings of the Board of Directorsmay be called on not less than two (2) days notice by or at the request ofthe Chairman of the Board or the Chief Executive Officer and shall be called bythe Chairman of the Board or the Chief Executive Officer upon the writtenrequest of a majority of the directors in office at that time.

 

4.3           Places of Meetings. Directors may hold their meetings atany place within or without the State of Georgia as the Board of Directors mayfrom time to time establish.

 

4.4           Notice of Meetings.  No notice is required for any regularmeeting of the Board of Directors. Unless waived in accordance with Section 4.10, the Corporationshall give not less than two (2) day’s notice to each director of thedate, time and place of each special meeting. Notice of a meeting shall be deemed to have been given to any directorin attendance at any prior meeting at which the date, time, and place of thesubsequent meeting was announced.

 

4.5           Quorum.  At meetings of the Board of Directors, amajority of the directors then in office shall constitute a quorum for thetransaction of business.

 

3

----

 

4.6           Vote Required forAction.

 

(a)           If a quorum is presentwhen the vote is taken, the vote of a majority of the directors present andvoting at the time of the vote will be the act of the Board of Directors, unlessthe vote of a greater number is required by the Code, the Articles ofIncorporation or these Bylaws.

 

(b)           A director who ispresent at a meeting of the Board of Directors or any committee thereof whencorporate action is taken is deemed to have assented to the action takenunless:

 

(1)           Such director objectsat the beginning of the meeting (or promptly upon such director’s arrival) toholding it or transacting business at the meeting;

 

(2)           Such director’s dissentor abstention from the action taken is entered in the minutes of the meeting;or

 

(3)           Such director deliverswritten notice of such director’s dissent or abstention to the presidingofficer of the meeting before its adjournment or to the Corporation immediatelyafter adjournment of the meeting.

 

The right ofdissent or abstention is not available to a director who votes in favor of theaction taken.

 

4.7           Participation byConference Telephone.  Members ofthe Board of Directors may participate in a meeting of the Board by means ofconference telephone or similar communications equipment through which allpersons participating may simultaneously hear each other.  Participation in a meeting pursuant to thisSection 4.7 shall constitute presence in person at such meeting.

 

4.8           Action by DirectorsWithout a Meeting.  Any actionrequired or permitted to be taken at any meeting of the Board of Directors maybe taken without a meeting if one or more written consents, describing theaction taken, are signed by the number of directors that would be necessary toauthorize or take such action at a meeting attended by all of the members ofthe Board.  Such consent shall bedelivered to the Corporation for inclusion in the minutes or filing with thecorporate records.  Such consent shallhave the same force and effect as a vote of the Board of Directors at a dulyconvened meeting.

 

4.9           Adjournments.  A meeting of the Board of Directors, whetheror not a quorum is present, may be adjourned by a majority of the directorspresent to reconvene at a specific time and place.  It shall not be necessary to give notice of the reconvenedmeeting or of the business to be transacted, other than by announcement at themeeting that was adjourned, unless a quorum was not present at the meeting thatwas adjourned, in which case notice shall be given to directors in the samemanner as for a special meeting.  At anysuch reconvened meeting at which a quorum is present, any business may betransacted that could have been transacted at the meeting that was adjourned.

 

4.10         Waiver of Notice.  A director may waive any notice required bythe Code, the Articles of Incorporation or these Bylaws before or after thedate and time of the matter to which the notice relates, by a written waiversigned by such director and delivered to the Corporation for inclusion in theminutes or filing with the corporate records. Attendance by a director at a meeting shall constitute waiver of noticeof such meeting, except where a director at the beginning of the meeting (orpromptly upon his or her arrival) objects to holding the meeting or to thetransacting of business at the meeting and does not thereafter vote for orassent to action taken at the meeting.

 

**ARTICLE 5**

** **

**OFFICERS**

 

5.1           Offices.  The officers of the Corporation shallconsist of the Chairman of the Board, the Chief Executive Officer, thePresident, the Secretary and the Treasurer, each of whom shall be elected orappointed by the Board of Directors. The Board of Directors from time to time may create and establish theduties of other offices and may elect or appoint, or authorize specificofficers to appoint, the officers who shall hold such other offices, includingone or more Vice Presidents (including Executive Vice Presidents, Senior VicePresidents, Assistant Vice Presidents, and the like), one or more AssistantSecretaries and one or more Assistant Treasurers.  Whether or not so provided by the Board of Directors, theChairman of the Board, the Chief Executive Officer or the President may appointone or more Assistant Secretaries and one or more Assistant Treasurers.  Any two or more offices may be held by thesame person.

 

5.2           Term.  Each officer shall serve at the pleasure ofthe Board of Directors (or, if appointed by an officer pursuant toSection 5.1, at the pleasure of the Board of Directors or any seniorofficer authorized to have appointed such officer) until his or her death,resignation or removal, or until his or her replacement is elected orappointed.

 

5.3           Compensation.  The compensation of all officers of theCorporation shall be fixed by the Board of Directors.  Officers may serve without compensation.

 

5.4           Removal.  All officers (regardless of how elected orappointed) may be removed, with or without cause, by the Board of Directors,and any officer appointed by another officer may also be removed, with orwithout cause, by any senior officer authorized to have appointed suchofficer.  Removal will be withoutprejudice to the contract rights, if any, of the person so removed.

 

4

----

 

5.5           Duties of Officers.

 

(a)           Chairman of theBoard.  The Chairman of the Boardshall, when present, preside at all meetings of the shareholders and of theBoard of Directors.  He shall act asliaison from and as spokesman for the Board. He shall participate in the long-range planning for theCorporation.  He may sign, on behalf ofthe Corporation, any contracts or other instruments which the Board ofDirectors has authorized to be executed or which are to be executed in theordinary course of business of the Corporation.

 

(b)           Chief ExecutiveOfficer.  The Chief ExecutiveOfficer shall be appointed by the Board of Directors and have direct controlover the affairs, property and business of the Corporation, supervise theformation of corporate policies and long-range plans for the Corporation andshall perform such other duties as may be assigned to him from time to time bythe Board of Directors or these Bylaws. The Chief Executive Officer shall execute bonds, mortgages and othercontracts requiring a seal, under the seal of the Corporation, except whenrequired or permitted by law to be otherwise signed and executed and exceptwhere the signing and execution thereof shall be expressly delegated by theBoard of Directors to some other officer or agent of the Corporation.  The Chief Executive Officer shall be one ofthe officers who may sign checks and drafts of the Corporation.  In the event of the incapacity or inabilityto act of the Chief Executive Officer, or upon his request, the President mayact in his place, subject to the authority of the Board of Directors.

 

(c)           President.  The President shall be the chief operatingofficer of the Corporation and shall be responsible for the general and activemanagement of the day-to-day operations of the Corporation.  The President shall be responsible for theadministration of the Corporation, including general supervision of thepolicies of the Corporation and the general and active management of thefinancial affairs of the Corporation. The President shall execute bonds, mortgages and other contractsrequiring a seal, under the seal of the Corporation, except when required orpermitted by law to be otherwise signed and executed and except where thesigning and execution thereof shall be expressly delegated by the Board ofDirectors to some other officer or agent of the Corporation.  The President shall be one of the officerswho may sign checks and drafts of the Corporation.  The President shall prepare or have prepared annually a full andcorrect statement of the affairs of the Corporation, including a balance sheetand a financial statement of operations for the preceding fiscal year.  The statement of affairs shall be submittedat the annual meeting of the shareholders and, within twenty (20) daysafter the meeting, placed on file at the Corporation’s principal office.

 

(d)           Vice-President.  The Corporation may have one or more VicePresidents elected by the Board of Directors, who shall perform such duties andhave such powers as may be delegated by the Chief Executive Officer, thePresident or the Board of Directors.

 

(e)           Secretary.  The Secretary shall record all of theproceedings of the meetings of the shareholders and the Board of Directors in abook to be kept for that purpose and shall perform like duties for thecommittees, if any, when required.  TheSecretary shall give, or cause to be given, notice of all meetings of theshareholders and special meetings of the Board of Directors, and shall performother such duties as may be prescribed by the Board of Directors, under whosesupervision he or she shall be.  TheSecretary shall keep or cause to be kept a register of the mailing addresses ofeach shareholder which shall be furnished to the Secretary by such shareholder,and the Secretary shall have general charge of the stock ledger books of theCorporation.  The Secretary shall havethe custody of the corporate seal of the Corporation and the authority to affixthe same to any instrument requiring it and when so affixed, it may be attestedby his or her signature.  The Board ofDirectors may, however, give general authority to any other officer to affixthe seal of the Corporation and to attest the affixing by his signature.

 

(f)            Treasurer.  The Treasurer shall be the chief financialofficer and have the custody of the corporate funds and securities, shall keepfull and accurate accounts of receipts and disbursements in books belonging tothe Corporation, and shall deposit all monies and other valuable effects in thename and to the credit of the Corporation in such depositories as may bedesignated by the Board of Directors. The Treasurer shall disburse the funds of the Corporation as may beordered by the Board of Directors, taking proper vouchers for such disbursements,and shall render to the President and the Board of Directors at its regularmeetings, or when the Board of Directors so requests, an account of alltransactions and an account of the financial condition of the Corporation.  The Treasurer shall be one of the officerswho may sign checks and drafts of the Corporation.

 

(g)           AssistantSecretaries and Treasurers. Assistants to the Secretary or Treasurer may be appointed by theChairman of the Board, the Chief Executive Officer or the President or electedby the Board of Directors and shall perform such duties and have such powers asshall be delegated to them by the Chairman of the Board, the Chief ExecutiveOfficer or the President or the Board of Directors.

 

**ARTICLE 6**

** **

**INDEMNIFICATION OF DIRECTORS AND OFFICERS**

 

6.1           Indemnification.  Each person who is or was a director orofficer of the Corporation, and each person who is or was a director or officerof the Corporation who at the request of the Corporation is serving or hasserved as an officer, director, partner, joint venturer or trustee or otherfiduciary of another corporation, partnership, joint venture, trust or otherenterprise shall be indemnified by the Corporation against those expenses(including attorneys’ fees), judgments, fines and amounts paid in settlementwhich are allowed to be paid or reimbursed by the Corporation under the laws ofthe State of Georgia and which are actually and reasonably incurred inconnection with any action, suit, or proceeding, pending or threatened, whethercivil, criminal, administrative or investigative, in which such person may beinvolved by reason of his or her being or having been a director or officer ofthis Corporation or of such other enterprises or in any of the

 

5

----

 

foregoing capacities or positions with respect to any such otherenterprises.  Such indemnification shallbe made only in accordance with the laws of the State of Georgia and subject tothe conditions prescribed therein.

 

6.2           Determination ofStandard of Conduct.  In anyinstance where the laws of the State of Georgia permit indemnification to beprovided to persons who are or have been an officer or director of theCorporation or who are or have been an officer, director, partner, jointventurer or trustee or other fiduciary of any such other enterprise only on adetermination that certain specified standard of conduct have been met, uponapplication for indemnification by any such person the Corporation shallpromptly cause such determination to be made (i) by the Board of Directorsby majority vote of a quorum consisting of directors not at the time parties tothe proceeding; (ii) if a quorum cannot be obtained, by majority vote of acommittee duly designated by the Board of Directors (in which designationdirectors who are parties may participate), consisting solely of two or moredirectors not at the time parties to the proceeding; (iii) by speciallegal counsel selected by the Board of Directors or its committee in the mannerprescribed in (i) or (ii), or if a quorum of the Board of Directorscannot be obtained under (i), and a committee cannot be designatedunder (ii), selected by majority vote of the full Board of Directors (inwhich selection directors who are parties may participate); or (iv) by theshareholders, but shares owned by or voted under the control of directors whoare at the time parties to the proceeding may not be voted on thedetermination.

 

6.3           Right to Participatein Defense.  As a condition to anysuch right of indemnification, the Corporation may require that it be permittedto participate in the defense of any such action or proceeding through legalcounsel designated by the Corporation and at the expense of the Corporation.

 

6.4           Insurance.  The Corporation may purchase and maintaininsurance on behalf of any such persons whether or not the Corporation wouldhave the power to indemnify such officers and directors against any liabilityunder the laws of the State of Georgia. If any expenses or other amounts are paid by way of indemnification,other than by court order, action by shareholders or by an insurance carrier,the Corporation shall provide notice of such payment to the shareholders inaccordance with the provisions of the laws of the State of Georgia.

 

**ARTICLE 7**

** **

**DISTRIBUTIONS AND DIVIDENDS**

 

Unless the Articlesof Incorporation provide otherwise, the Board of Directors, from time to timein its sole discretion, may authorize or declare distributions or sharedividends in accordance with the Code.

 

**ARTICLE 8**

** **

**SHARES**

 

8.1           Share Certificates.  The interest of each shareholder in theCorporation may be evidenced by a certificate or certificates representingshares of the Corporation which shall be in such form as the Board of Directorsmay from time to time adopt in accordance with the Code.  Share certificates shall be in registeredform, and indicate the date of issue, the name of the Corporation and that itis organized under the laws of the State of Georgia, the name of theshareholder, and the number and class of shares and designation of the series,if any, represented by the certificate. Each certificate shall be signed (either manually or by facsimile) bythe Chairman of the Board, the Chief Executive Officer or the President and maybe signed by the Secretary or an Assistant Secretary; provided, however, thatif the signature of the officer or officers is in facsimile, the certificatemust be countersigned (either manually or by facsimile) by a transfer agent orregistered by a registrar.  The Board ofDirectors may authorize the issuance of some or all of the shares of any or allclasses or series without certificates.

 

8.2           Rights ofCorporation with Respect to Registered Owners.  Prior to due presentation for transfer of registration of itsshares, the Corporation may treat the registered owner of the shares (or thebeneficial owner of the shares to the extent of any rights granted by a nomineecertificate on file with the Corporation pursuant to any procedure that may beestablished by the Corporation in accordance with the Code) as the personexclusively entitled to vote such shares, to receive any dividend or otherdistribution with respect to such shares, and for all other purposes; and theCorporation shall not be bound to recognize any equitable or other claim to orinterest in such shares on the part of any other person, whether or not it hasexpress or other notice thereof, except as otherwise provided by law.

 

8.3           Transfers of Shares.  Transfers of shares shall be made upon thebooks of the Corporation kept by the Corporation or at the office of the transferagent designated to transfer the shares, only upon direction of the personnamed in the certificate or by an attorney-in-fact lawfully constituted inwriting.  Before a new certificate isissued, the old certificate shall be surrendered for cancellation by theshareholder or attorney-in-fact or, in the case of a certificate alleged tohave been lost, stolen or destroyed, the shareholder or attorney-in-fact shallhave complied with the provisions of Section 8.4 of these Bylaws.

 

8.4           Lost, Stolen or DestroyedCertificates.  Any person claiming ashare certificate to be lost, stolen or destroyed shall make an affidavit oraffirmation of the fact in such manner as the Board of Directors may requireand shall, if the Board of Directors s requires, give the Board of Directors abond of indemnity in form and amount, and with one or more suretiessatisfactory to the Board of Directors, as the Board of Directors may require,whereupon an appropriate new certificate may be issued in lieu of the onealleged to have been lost, stolen or destroyed.

 

8.5           Fixing of RecordDate.  For the purposes ofdetermining shareholders (i) entitled to notice of or to vote at anymeeting of shareholders or, if necessary, any adjournment thereof, or(ii) entitled to receive payment of any distribution or dividend, and inorder to make a

 

6

----

 

determination of shareholders for any other proper purpose, the Boardof Directors may fix in advance a date as the record date, such date to be notmore than 70 days (and, in the case of a shareholders’ meeting, not less than10 days) prior to the date on which the particular action requiring suchdetermination of shareholders is to be taken. A separate record date may be established for each Voting Group entitledto vote separately on a matter at a meeting. A determination of shareholders of record entitled to notice of or tovote at a meeting of shareholders shall apply to any adjournment of suchmeeting, unless the Board of Directors shall fix a new record date for thereconvened meeting, which it must do if the meeting is adjourned to a date morethan 120 days after the date fixed for the original meeting.

 

8.6           Record Date if NoneFixed.  If no record date is fixedas provided in Section 8.5, then the record date for any determination ofshareholders that may be proper or required by law shall be (i) the dateon which notice is mailed, in the case of a shareholders’ meeting;(ii) the date on which the Board of Directors adopts a resolution declaringa dividend or authorizing a distribution, in the case of a payment of adividend or distribution; and (iii) the date on which any other action istaken, in the case of such other action requiring a determination ofshareholders.

 

**ARTICLE 9**

** **

**MISCELLANEOUS**

 

9.1           Inspection of Booksand Records.  The Board of Directorsshall have the power to determine which accounts, books and records of theCorporation shall be available for any shareholder to inspect or copy, exceptsuch as the Code requires to be made available upon compliance by theshareholder with applicable requirements, and shall have power to fixreasonable rules and regulations (including confidentiality restrictions andprocedures) not in conflict with applicable law for the inspection and copyingof accounts, books and records that by law or by determination of the Board ofDirectors are made available.  Unlessrequired by the Code or otherwise provided by the Board of Directors or othercontractual agreements of the Corporation, a shareholder of the Corporationholding less than two percent (2%) of the total shares of the Corporation thenoutstanding shall have no right to inspect the books and records of theCorporation.

 

9.2           Fiscal Year.  The Board of Directors is authorized to fixthe fiscal year of the Corporation and to change the same from time to time asit deems appropriate.

 

9.3           Corporate Seal.  The corporate seal will be in such form asthe Board of Directors may from time to time determine.

 

9.4           Annual Statements.  Not later than four months after the closeof each fiscal year, and in any case prior to the next annual meeting ofshareholders, the Corporation shall prepare (a) a balance sheet showing inreasonable detail the financial condition of the Corporation as of the close ofits fiscal year, and (b) a profit and loss statement showing the resultsof its operations during its fiscal year. Upon receipt of written request, the Corporation promptly shall mail toany shareholder of record a copy of the most recent such balance sheet andprofit and loss statement, in such form and with such information as the Codemay require.

 

9.5           Notice.  Whenever these Bylaws require notice to begiven 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 orsimilar electronic means.  Notice shallbe in writing unless oral notice is reasonable under the circumstances.  Whenever notice is given to a shareholder ordirector by mail, the notice shall be sent first class mail by depositing thesame in a post office or letter box in a postage prepaid sealed envelopeaddressed to the shareholder or director at his or her address as it appears onthe books of the Corporation.  Any suchwritten notice given by mail shall be effective:  (a) if given to shareholders, at the time the same isdeposited in the United States mail; and (b) in all other cases, at theearliest of (i) when received or when delivered, properly addressed, tothe addressee’s last known principal place of business or residence,(ii) five days after its deposit in the mail, as evidenced by thepostmark, if mailed with first-class postage prepaid and correctly addressed,or (iii) on the date shown on the return receipt, if sent by registered orcertified mail, return receipt requested, and the receipt is signed by or onbehalf of the addressee.  Whenevernotice if given to a shareholder or directory by any means other than mail,such notice shall be deemed given when received.

 

**ARTICLE 10**

 

**AMENDMENTS**

 

These Bylaws maybe altered, amended or repealed by new Bylaws adopted by (i) theaffirmative action of eighty percent (80%) of the shareholders entitled tovote at any meeting called for such purpose unless otherwise provided in theArticles of Incorporation of the Corporation or (ii) action taken by theBoard of Directors.

 

7

----