**AMENDED AND RESTATED BYLAWS OF**

**THE        SOUTH FINANCIAL GROUP, INC.**

 

|   | **Amended and Restated as of November 3,                        2008** |
|--------|------------------------------------------------------------------------|

 

 

 

|                                                                                                                                                                                                                                                                                                                                                                                                                                               | Page   |
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|
| ARTICLE I.      OFFICES                                                                                                                                                                                                                                                                                                                                                                                                   | 3      |
| Section                        1.1              Business                        Office                                                                                                                                                                                                                                                                                       | 3      |
| Section                        1.2              Registered                        Office                                                                                                                                                                                                                                                                                     | 3      |
|                                                                                                                                                                                                                                                                                                                                                                                                                                               |   |
| ARTICLE                        II.     SHAREHOLDERS                                                                                                                                                                                                                                                                                                                                                                       | 3      |
| Section                        2.1              Annual                        Meeting                                                                                                                                                                                                                                                                                        | 3      |
| Section                        2.2              Special                        meetings                                                                                                                                                                                                                                                                                      | 3      |
| Section                        2.3              Place                        of Meeting; Conduct of Meeting                                                                                                                                                                                                                                                                  | 4      |
| Section                        2.4              Notice                        of meeting                                                                                                                                                                                                                                                                                     | 4      |
| Section                        2.5              Fixing                        of Record Date                                                                                                                                                                                                                                                                                 | 6      |
| Section                        2.6              Shareholder                        List                                                                                                                                                                                                                                                                                      | 6      |
| Section                        2.7              Quorum                        and Voting Requirements                                                                                                                                                                                                                                                                        | 7      |
| Section                        2.8              Increasing                        Either Quorum or Voting Requirements                                                                                                                                                                                                                                                       | 7      |
| Section                        2.9              Proxies                                                                                                                                                                                                                                                                                                                      | 7      |
| Section                        2.10            Voting                        of Shares; Polls                                                                                                                                                                                                                                                                                          | 8      |
| Section                        2.11            Corporation's                        Acceptance of Votes                                                                                                                                                                                                                                                                                | 8      |
| Section                        2.12            Informal                        Action by Shareholders                                                                                                                                                                                                                                                                                  | 9      |
| Section                        2.13            Notice                        of Shareholder Nominations                                                                                                                                                                                                                                                                                | 9      |
| Section 2.14                                   Procedures for Submission of                        Shareholder Proposals at Annual 

                                                                               Meeting | 10     |
| Section                        2.15            Shareholder's                        Rights to Inspect Corporate Records                                                                                                                                                                                                                                                                | 11     |
| Section                        2.16            Financial                        Statements Shall Be Furnished to the Shareholders                                                                                                                                                                                                                                                      | 12     |
| Section                        2.17            Dissenter's                        Rights                                                                                                                                                                                                                                                                                               | 13     |
|                                                                                                                                                                                                                                                                                                                                                                                                                                               |   |
| ARTICLE III.   BOARD OF DIRECTORS                                                                                                                                                                                                                                                                                                                                                                                                   | 13     |
| Section                        3.1              General                        Powers                                                                                                                                                                                                                                                                                        | 13     |
| Section                        3.2              Number,                        Tenure and Qualifications of Directors                                                                                                                                                                                                                                                        | 13     |
| Section                        3.3              Regular                        Meetings                                                                                                                                                                                                                                                                                      | 13     |
| Section                        3.4              Special                        Meetings                                                                                                                                                                                                                                                                                      | 13     |
| Section                        3.5              Notice                        of Special Meeting                                                                                                                                                                                                                                                                             | 13     |
| Section                        3.6              Director                        Quorum                                                                                                                                                                                                                                                                                       | 14     |
| Section                        3.7              Manner                        of Acting                                                                                                                                                                                                                                                                                      | 14     |
| Section                        3.8              Establishing                        a Supermajority Quorum or Voting Requirement                                                                                                                                                                                                                                             | 14     |
| Section                        3.9              Action                        Without a Meeting                                                                                                                                                                                                                                                                              | 15     |
| Section                        3.10            Removal                        of a Director                                                                                                                                                                                                                                                                                            | 15     |
| Section                        3.11            Vacancies                                                                                                                                                                                                                                                                                                                               | 15     |
| Section                        3.12            Compensation                                                                                                                                                                                                                                                                                                                            | 16     |
| Section                        3.13            Committees                                                                                                                                                                                                                                                                                                                              | 16     |
| Section                        3.14            Board                        Leadership                                                                                                                                                                                                                                                                                                 | 17     |
|                                                                                                                                                                                                                                                                                                                                                                                                                                               |   |
| ARTICLE IV.   OFFICERS                                                                                                                                                                                                                                                                                                                                                                                                              | 17     |
| Section                        4.1              Number                                                                                                                                                                                                                                                                                                                       | 17     |
| Section                        4.2              Appointment                        and Term of Officer                                                                                                                                                                                                                                                                       | 17     |

 

 

1

 

| Section                        4.3              Removal                                                                                                                                                                                                                                                                                                                      | 17     |
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|
| Section                        4.4              The                        President                                                                                                                                                                                                                                                                                         | 18     |
| Section                        4.5              The                        Vice-Presidents                                                                                                                                                                                                                                                                                   | 18     |
| Section                        4.6              The                        Secretary                                                                                                                                                                                                                                                                                         | 18     |
| Section                        4.7              The                        Treasurer                                                                                                                                                                                                                                                                                         | 18     |
| Section                        4.8              Assistant                        Secretaries and Assistant Treasurers                                                                                                                                                                                                                                                        | 19     |
| Section                        4.9              Salaries                                                                                                                                                                                                                                                                                                                     | 19     |
|                                                                                                                                                                                                                                                                                                                                                                                                                                               |   |
| ARTICLE V.     INDEMNIFICATION OF                        DIRECTORS, AGENTS AND EMPLOYEES                                                                                                                                                                                                                                                                                                                                       | 19     |
| Section                        5.1              Indemnification                        of Directors                                                                                                                                                                                                                                                                          | 19     |
| Section                        5.2              Advance                        Expenses for Directors                                                                                                                                                                                                                                                                        | 19     |
| Section                        5.3              Other                        Employees and Agents                                                                                                                                                                                                                                                                            | 19     |
| Section                        5.4              Nature                        of Right to Indemnification                                                                                                                                                                                                                                                                    | 19     |
| Section                        5.5              Request                        for Indemnification; Determination of Entitlement Thereto;

                                                        When Paid | 19     |
| Section                        5.6              Right                        of Action; No Presumption                                                                                                                                                                                                                                                                       | 20     |
| Section                        5.7              Binding                        Effect on the Corporation                                                                                                                                                                                                                                                                     | 20     |
| Section                        5.8              No                        Challenge to Validity                                                                                                                                                                                                                                                                              | 20     |
| Section                        5.9              Nonexclusivity                                                                                                                                                                                                                                                                                                               | 20     |
| Section                        5.10            Severability                                                                                                                                                                                                                                                                                                                            | 20     |
| Section                        5.11            Notices                                                                                                                                                                                                                                                                                                                                 | 20     |
|                                                                                                                                                                                                                                                                                                                                                                                                                                               |   |
| ARTICLE VI.   CERTIFICATES FOR SHARES AND                        THEIR TRANSFER                                                                                                                                                                                                                                                                                                                                                     | 20     |
| Section                        6.1              Certificates                        for Shares                                                                                                                                                                                                                                                                               | 21     |
| Section                        6.2              Registration                        of the Transfer of Shares                                                                                                                                                                                                                                                                | 21     |
| Section                        6.3              Restrictions                        on Transfer of Shares Permitted                                                                                                                                                                                                                                                          | 21     |
| Section                        6.4              Acquisition                        of Shares                                                                                                                                                                                                                                                                                 | 22     |
|                                                                                                                                                                                                                                                                                                                                                                                                                                               |   |
| ARTICLE VII.  DISTRIBUTIONS                                                                                                                                                                                                                                                                                                                                                                                                                   | 22     |
| Section                        7.1              Distributions                                                                                                                                                                                                                                                                                                                | 22     |
|                                                                                                                                                                                                                                                                                                                                                                                                                                               |   |
| ARTICLE VIII. CORPORATE SEAL                                                                                                                                                                                                                                                                                                                                                                                                                  | 23     |
| Section                        8.1              Corporate                        Seal                                                                                                                                                                                                                                                                                        | 23     |
|                                                                                                                                                                                                                                                                                                                                                                                                                                               |   |
| ARTICLE IX.   EMERGENCY BYLAWS                                                                                                                                                                                                                                                                                                                                                                                                      | 23     |
| Section                        9.1              Emergency                        Bylaws                                                                                                                                                                                                                                                                                      | 23     |
|                                                                                                                                                                                                                                                                                                                                                                                                                                               |   |
| ARTICLE                        X.     AMENDMENTS                                                                                                                                                                                                                                                                                                                                                                          | 24     |
| Section                        10.1            Amendments                                                                                                                                                                                                                                                                                                                              | 24     |

 

 

 

 

2

**ARTICLE I.**

**OFFICES**

 

|   | Section 1.1 | Business Office. |
|--------|-------------|------------------|

 

The original principal office of the corporation shall be within the State        of South Carolina and shall be located in Greenville, County of Greenville. The board of        directors may change the location of the principal office. The corporation shall maintain        at its principal office a copy of certain records, as specified in Section 2.15 of Article        II. The corporation may have such other offices, either within or without the State of        South Carolina, as the board of directors may designate or as the business of the        corporation may require.

 

|   | Section 1.2 | Registered Office. |
|--------|-------------|--------------------|

 

The registered office of the corporation, required by Section 33-5-101, of        the South Carolina Business Corporation Act of 1988 (hereinafter "the Act") may be, but        need not be, identical with the principal office in the state of South Carolina, and the        address of the registered office may be changed from time to time.

 

|   | **ARTICLE II.** |
|--------|-----------------|

|   | **SHAREHOLDERS** |
|--------|------------------|

 

|   | Section 2.1 | Annual Meeting. |
|--------|-------------|-----------------|

 

The annual meeting of the shareholders shall be held on such date as may be        designated by the board of directors for the purpose of electing directors and for the        transaction of such other business as may come before the meeting. No other matters may be        brought before the meeting by any shareholder unless written notice of such matters,        together with an adequate description thereof, shall have been provided to the corporation        in compliance with Section 2.13 or Section 2.14.

 

|   | Section 2.2 | Special Meetings. |
|--------|-------------|-------------------|

 

(a)           Special meetings of the shareholders, for any purpose or purposes, described        in the meeting notice (which may be limited to one or more specific purpose), may be called        by the president, or by the board of directors, and shall be called by the president at the        request of the holders of not less than one-tenth of all outstanding votes of the        corporation entitled to be cast on any issue at the meeting. Only such business shall be        conducted at a special shareholder meeting as shall have been brought before such meeting        pursuant to the corporation's notice of meeting given in accordance with Section        2.4.

 

(b)           In order that any demand or request of a shareholder or shareholders for a        special meeting of shareholders contemplated by Section 2.2(a) be validly and effectively        made, such shareholder or shareholders and such demand or request must comply with the        following procedures:

 

(1)           Any shareholder seeking to request or demand, or to have the shareholders        request or demand, a special meeting shall first, by written notice to the Secretary of the        corporation, request the board of directors to fix a record date, pursuant to Section 2.5        hereof, for the purpose of determining the shareholders entitled to request the special        meeting. The board of directors shall promptly, but in all events within 10 days after the        date upon which such a request is received, fix such a record date. Every request to fix a        record date for determining the stockholders entitled to request a special meeting shall be        in writing and shall set forth the purpose or purposes for which the special meeting is        requested, the name and address, as they appear in the corporation's books, of each        shareholder making the request and the class and number of shares of the corporation which        are owned of record by each such shareholder, and shall bear the signature and date of        signature of each such shareholder.

 

 

3

In the event of the delivery to the corporation of any request(s) or        demand(s) by shareholders with respect to a special meeting, and/or any related revocation        or revocations, the corporation shall engage nationally recognized independent inspectors        of elections for the purpose of performing a prompt ministerial review of the validity of        the request(s), demand(s) and/or revocation(s).

 

(2)           No request or demand with respect to calling a special meeting of        shareholders shall constitute a valid and effective shareholder request or demand for a        special meeting (i) unless (A) within 60 days of the record date established in accordance        with Section 2.2(b)(1), written requests or demands signed by stockholders of record        representing a sufficient number of shares as of such record date to request or demand a        special meeting pursuant to Section 2(a) are delivered to the Secretary of the corporation        and (B) each request or demand is made in accordance with and contains the information        required by Section 2.14(b)(2) as if such request or demand were a proposal to conduct        business at an annual meeting of the corporation as provided for therein and (ii) until        such date as the independent inspectors engaged in accordance with this Section 2.2(b)(2)        certify to the corporation that the requests or demands delivered to the corporation in        accordance with clause (i) of this Section 2.2 (b)(2) represent at least the minimum number        of shares that would be necessary to request such a meeting pursuant to Section        2.2(a).

 

(c)           If the corporation determines that a shareholder or shareholders have        satisfied the notice, information and other requirements specified in Section 2.2(b)(2)(i),        then the board of directors shall adopt a resolution calling a special meeting of the        shareholders and fixing the record date therefor for the purpose of determining the        shareholders entitled to notice of and to vote at such special meeting. Notice of such        special meeting shall be provided in accordance with Section 2.4(a), provided that such        notice shall be given within 30 days (or such longer period as from time to time may be        permitted by law) after the date valid and effective request(s) or demand(s) for such        special meeting is (or are) delivered to the corporation in accordance with Section        2.2(b)(2)(i).

 

(d)           In fixing a meeting date for the special meeting of shareholders, the board        of directors may consider such factors as it deems relevant within the good faith exercise        of its business judgment, including, without limitation, the nature of the action proposed        to be taken, the facts and circumstances surrounding the request, and any plan of the board        of directors to call a special or annual meeting of shareholders for the conduct of related        business, provided that such date shall be determined in accordance with Section 2.4(a)        hereof.

 

(e)           Nothing contained in this Section 2.2(b) shall in any way be construed to        suggest or imply that the board of directors or any shareholder shall not be entitled to        contest the validity of any request or demand or revocation thereof, or to take any other        action (including, without limitation, the commencement, prosecution or defense of any        litigation with respect thereto).

 

|   | Section 2.3 | Place of Meeting; Conduct of                        Meeting. |
|--------|-------------|--------------------------------------------------------------|

 

The board of directors may designate any place as the place of meeting for        any annual or special meeting of the shareholders, which may be either within or without        the State of South Carolina. If no designation is made, the place of meeting shall be the        principal office of the corporation. Every meeting of shareholders shall be chaired by the        Chairman of the board of directors, the Vice Chairman, or, in the absence thereof, such        person as the Chairman of the board of directors shall appoint, or, in the absence thereof        or in the event that the Chairman of the board of directors shall fail to make such        appointment, such person as shall be appointed by vote of the Nominating Committee of the        board of directors, or, in the absence thereof or in the event that such Committee fails to        make such appointment, any officer of the corporation elected by the board of        directors.

 

|   | Section 2.4 | Notice of Meeting. |
|--------|-------------|--------------------|

 

|   | (a) | Required Notice. |
|--------|-----|------------------|

 

Written notice stating the place, day and hour of any annual or special        shareholder meeting shall

 

4

be        delivered not less than ten nor more than sixty days before the date of the meeting, either        personally or by mail, by or at the direction of the president or the board of directors.        Only the president or the board of directors shall have the authority to set the place, day        and hour of any special meeting. Such notice shall be given to each shareholder of record        entitled to vote at such meeting and to any other shareholder entitled by the Act or the        articles of incorporation to receive notice of the meeting.

 

Notice shall be deemed to be effective at the earlier of: (1) when deposited        in the United States mail, addressed to the shareholder at his address as it appears on the        stock transfer books of the corporation, with postage thereon prepaid, (2) 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, (3) when received,        or (4) 5 days after deposit in the United States mail, if mailed postpaid and correctly        addressed, to an address other than that shown in the corporation's current record of        shareholders.

 

Any previously scheduled meeting of the shareholders may be postponed, and        any special meeting of the shareholders may be canceled, by resolution of the board of        directors upon public notice given prior to the date previously scheduled for such meeting        of shareholders.

 

|   | (b) | Adjourned Meeting. |
|--------|-----|--------------------|

 

If any shareholder meeting is adjourned to a different date, time, or place,        notice need not be given of the new date, time or place, if the new date, time and place        are announced at the meeting before adjournment. If a new record date for the adjourned        meeting is, or must be, fixed (see Section 2.5 of this Article II) then notice must be        given pursuant to the requirements of paragraph (a) of this Section 2.4, to those persons        who are shareholders as of the new record date.

 

|   | (c) | Waiver of Notice. |
|--------|-----|-------------------|

 

The shareholder may waive notice of the meeting (or any notice required by        the Act, articles of incorporation, or bylaws), by a writing signed by the shareholder        entitled to the notice, which is delivered to the corporation (either before or after the        date and time stated in the notice) for inclusion in the minutes or filing with the        corporate records.

 

A shareholder's attendance at a meeting:

 

|   | (1) | waives 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; |
|--------|-----|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   | (2) | waives objection to consideration of a particular matter at                        the meeting that is not within the purpose or purposes described in the                        meeting notice, unless the shareholder objects to considering the matter                        when it is presented. |
|--------|-----|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

 

|   | (d) | Contents of Notice. |
|--------|-----|---------------------|

 

The notice of each special shareholder meeting shall include a description        of the purpose or purposes for which the meeting is called. Except as provided in this        Section 2.4(d), or as provided in the corporation's articles, or otherwise in the Act, the        notice of an annual shareholder meeting need not include a description of the purpose or        purposes for which the meeting is called.

 

If a purpose of any shareholder meeting is to consider either: (1) a        proposed amendment to the articles of incorporation (including any restated articles        requiring shareholder approval); (2) a plan of merger or share exchange; (3) the sale,        lease, exchange or other disposition of all or substantially all of the corporation's        property; (4) the adoption, amendment or repeal of a bylaw; (5) dissolution of the        corporation; or, (6) removal of a director, the notice must so state and be accompanied by        respectively a copy or summary of the: (1) articles of

 

5

amendment; (2) plan of merger or share exchange; (3) transaction for        disposition of all the corporation's property; or (4) bylaw proposal. If the proposed        corporation action creates dissenter's rights, the notice must state that shareholders are,        or may be entitled to assert dissenter's rights, and must be accompanied by a copy of        Chapter 13 of the Act. If the corporation issues, or authorizes the issuance of shares for        promissory notes or for promises to render services in the future, the corporation shall        report in writing to all the shareholders the number of shares authorized or issued, and        the consideration received with or before the notice of the next shareholder meeting.        Likewise, if the corporation indemnifies or advances expenses to a director (pursuant to        Section 33-16-210 of the Act) this shall be reported to all the shareholders with or before        notice of the next shareholder's meeting.

 

|   | Section 2.5 | Fixing of Record                        Date. |
|--------|-------------|-----------------------------------------------|

 

For the purpose of determining shareholders of any voting group entitled to        notice of or to vote at any meeting of shareholders, or shareholders entitled to receive        payment of any distribution or dividend, or in order to make a determination of        shareholders for any other proper purpose, the board of directors may fix in advance a date        as the record date. Such record date shall not be more than seventy days prior to the date        on which the particular action, requiring such determination of shareholders, is to be        taken. If no record date is so fixed by the board for the determination of shareholders        entitled to notice of, or to vote at a meeting of shareholders, or shareholders entitled to        receive a share dividend or distribution, the record date for determination of such        shareholders shall be at the close of business on:

 

(a)           With respect to an annual shareholder meeting or any special shareholder        meeting called by the board or any person specifically authorized by the board or these        bylaws to call a meeting, the day before the first notice is delivered to        shareholders;

 

(b)           With respect to a special shareholder's meeting demanded by the        shareholders, the date the first shareholder signs the demand;

 

(c)           With respect to the payment of a share dividend, the date the board        authorizes the share dividend;

 

(d)           With respect to actions taken in writing without a meeting, the date the        first shareholder signs a consent;

         

(e)           And with respect to a distribution to shareholders (other than one involving        purchase or reacquisition of shares), the date the board authorizes the distribution. When        a determination of shareholders entitled to vote at any meeting of shareholders has been        made as provided in this section, such determination shall apply to any adjournment thereof        unless the board of directors fixes a new record date which it must do if the meeting is        adjourned to a date more than 120 days after the date fixed for the original        meeting.

 

|   | Section 2.6 | Shareholder List. |
|--------|-------------|-------------------|

 

The officer or agent having charge of the stock transfer books for shares of        the corporation shall make a complete record of the shareholders entitled to vote at each        meeting of shareholders thereof, arranged in alphabetical order, with the address of and        the number of shares held by each. The list must be arranged by voting group, if such        exists, and within each voting group by class or series of shares. The shareholder's list        must be available for inspection by any shareholder, beginning on the date on which notice        of the meeting is given for which the list was prepared and continuing through the meeting.        The list shall be available at the corporation's principal office or at a place identified        in the meeting notice in the city where the meeting is to be held. A shareholder, his agent        or attorney is entitled on written demand to inspect, and subject to the requirements of        Section 2.15 of this Article II, to copy the list at his expense during regular business        hours, and during the period it is available for inspection. The corporation shall maintain        the shareholder list in written form or in another form capable of conversion into written        form within a reasonable time.

 

6

 

|   | Section 2.7 | Quorum and Voting                        Requirements. |
|--------|-------------|--------------------------------------------------------|

 

(a)           General. Unless the articles of incorporation,        a bylaw adopted pursuant to Section 2.8 of this Article II, or the Act provide otherwise,        the presence at any meeting, in person or by proxy, of the holders of record of a majority        of the shares then issued and outstanding and entitled to vote shall be necessary and        sufficient to constitute a quorum for the transaction of business.

 

(b)           Voting Groups. If the articles of incorporation        or the Act provides for voting by a single voting group on a matter, action on that matter        is taken when voted upon by that voting group. Shares entitled to vote as a separate voting        group may take action on a matter at a meeting only if a quorum of those shares exists with        respect to that matter. Unless the articles of incorporation, a bylaw adopted pursuant to        Section 2.8 of this Article II, or the Act provide otherwise, the presence at any meeting,        in person or by proxy, of the holders of record of a majority of the shares of such        separate voting group then issued and outstanding and entitled to vote shall be necessary        and sufficient to constitute a quorum for the transaction of business.

 

If the articles of incorporation or the Act provide for voting by two or        more voting groups on a matter, action on that matter is taken only when voted upon by each        of those voting groups counted separately. Action may be taken by one voting group on a        matter even though no action is taken by another voting group entitled to vote on the        matter.

 

(c)           Once a share is represented for any purpose at a meeting, it is deemed        present for quorum purposes for the remainder of the meeting and for any adjournment of the        meeting unless a new record date is or must be set under the Act for the adjourned meeting.        If a quorum exists, action on a matter (other than the election of directors) is approved        if the votes cast within the voting group favoring the action exceed the votes cast        opposing the action, unless the articles of incorporation, a bylaw adopted pursuant to        Section 2.8 of this Article II, or the Act require a greater number of affirmative        votes.

 

(d)           Adjournment. The Chairman of the meeting or a        majority of the shares represented at the meeting in person or by proxy and entitled to        vote thereat may adjourn the meeting from time to time, whether or not there is a quorum,        unless otherwise proscribed by law. The shareholders present at a duly called meeting at        which a quorum is present, and at any adjournment thereof, may continue to transact        business until adjournment, notwithstanding the withdrawal of enough shareholders to leave        less than a quorum.

 

|   | Section 2.8 | Increasing Either Quorum or Voting                        Requirements. |
|--------|-------------|-------------------------------------------------------------------------|

 

For purposes of this Section 2.8 a "supermajority" quorum is a requirement        that more than a majority of the votes of the voting group be present to constitute a        quorum; and a "supermajority" voting requirement is any requirement that requires the vote        of more than a majority of the affirmative votes of a voting group at a meeting.

 

The shareholders, but only if specifically authorized to do so by the        articles of incorporation, may adopt, amend or delete a bylaw which fixes a "supermajority"        quorum or "supermajority" voting requirement.

 

The adoption or amendment of a bylaw that adds, changes, or deletes a        "supermajority" quorum or voting requirement for shareholders must meet the same quorum        requirement and be adopted by the same vote and voting groups required to take action under        the quorum and voting requirement then in effect or proposed to be adopted, whichever is        greater.

 

A bylaw that fixes a "supermajority" quorum or voting requirement for        shareholders may not be adopted, amended, or repealed by the board of directors.

 

|   | Section 2.9 | Proxies. |
|--------|-------------|----------|

 

 

7

 

At all meetings of shareholders, a shareholder may vote in person, or vote        by proxy which is executed in writing by the shareholder or which is executed by his duly        authorized attorney-in-fact. Such proxy shall be dated and filed with the secretary of the        corporation or other person authorized to tabulate votes before or at the time of the        meeting. Unless a time of expiration is otherwise specified, a proxy is valid for eleven        months. A proxy is revocable unless executed in compliance with Section 33-7-220(d) of the        Act, or any succeeding statute of like tenor and effect.

 

|   | Section 2.10 | Voting of Shares;                        Polls. |
|--------|--------------|-------------------------------------------------|

 

Unless otherwise provided in the articles of incorporation, each outstanding        share entitled to vote shall be entitled to one vote upon each matter submitted to a vote        at a meeting of shareholders.

 

Absent special circumstances, outstanding shares of the corporation are not        entitled to vote if they are owned directly or indirectly by another corporation in which        this corporation owns a majority of the shares entitled to vote for the election of        directors of the other corporation; provided, however, this provision shall not limit the        power of this corporation to vote its own shares held by it in a fiduciary        capacity.

 

Redeemable shares are not entitled to vote after notice of redemption is        mailed to the holders and a sum sufficient to redeem the shares has been deposited with a        bank, trust company, or other financial institution under an irrevocable obligation to pay        the holders the redemption price on surrender of the shares.

 

At any meeting of shareholders, the Chairman of the meeting shall fix and        announce at the meeting the date and time of the opening and closing of the polls for each        matter upon which the stockholders will vote at the meeting.

 

|   | Section 2.11 | Corporation's Acceptance of                        Votes. |
|--------|--------------|-----------------------------------------------------------|

 

(a)           If the name signed on a vote, consent, waiver, or proxy appointment        corresponds to the name of a shareholder, the corporation if acting in good faith is        entitled to accept the vote, consent, waiver, or proxy appointment and give it effect as        the act of the shareholders.

 

(b)           If the name signed on a vote, consent, waiver, or proxy appointment does not        correspond to the name of its shareholder, the corporation if acting in good faith is        nevertheless entitled to accept the vote, consent, waiver, or proxy appointment and give it        effect as the act of the shareholder if:

 

|   | (1) | the shareholder is an entity as defined in the Act and the                        name signed purports to be that of an officer or agent of the                        entity; |
|--------|-----|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

 

|   | (2) | the name signed purports to be that of an administrator,                        executor, guardian, or conservator representing the shareholder and, if the                        corporation requests, evidence of fiduciary status acceptable to the                        corporation has been presented with respect to the vote, consent, waiver,                        or proxy appointment; |
|--------|-----|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

 

|   | (3) | the name signed purports to be that of a receiver or trustee                        in bankruptcy of the shareholder and, if the corporation requests, evidence                        of this status acceptable to the corporation has been presented with                        respect to the vote, consent, waiver, or proxy appointment; |
|--------|-----|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

 

|   | (4) | the name signed purports to be that of a pledgee, beneficial                        owner, or attorney-in-fact of the shareholder and, if the corporation                        requests, evidence acceptable to the corporation of the signatory's                        authority to sign for the shareholder has been presented with respect to                        the vote, consent, waiver, or proxy appointment; |
|--------|-----|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

 

8

 

|   | (5) | two or more persons are the shareholder as co-tenants or                        fiduciaries and the name signed purports to be the name of at least one of                        the co-owners and the person signing appears to be acting on behalf of all                        the co-owners. |
|--------|-----|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

 

(c)           The corporation is entitled to reject a vote, consent, waiver, or proxy        appointment if the secretary or other officer or agent authorized to tabulate votes, acting        in good faith, has reasonable basis for doubt about the validity of the signature on it or        about the signatory's authority to sign for the shareholder.

 

(d)           The corporation and its officer or agent who accepts or rejects a vote,        consent, waiver, or proxy appointment in good faith and in accordance with the standards of        this section are not liable in damages to the shareholder for the consequences of the        acceptance or rejection.

 

(e)           Corporate action based on the acceptance or rejection of a vote, consent,        waiver, or proxy appointment under this section is valid unless a court of competent        jurisdiction determines otherwise.

 

Section        2.12                 Informal Action by Shareholders. Any action        required or permitted to be taken at a meeting of the shareholders may be taken without a        meeting if one or more consents in writing, setting forth the action so taken, shall be        signed by all of the shareholders entitled to vote with respect to the subject matter        thereof and are delivered to the corporation for inclusion in the minute book. If the act        to be taken requires that notice be given to non-voting shareholders, the corporation shall        give the non-voting shareholders written notice of the proposed action at least 10 days        before the action is taken, which notice shall contain or be accompanied by the same        material that would have been required if a formal meeting had been called to consider the        action. A consent signed under this section has the effect of a meeting vote and may be        described as such in any document. Every written consent shall bear the date of signature        of each shareholder who signs the consent and no written consent shall be effective to take        the corporate action referred to therein unless, within sixty (60) days of the earliest        dated written consent received by the corporation, a written consent or consents signed by        all the shareholders entitled to vote on such corporate action are delivered to the        corporation.

 

Section        2.13                 Notice of Shareholder Nominations. (a) Only        persons who are nominated in accordance with the procedures set forth in this Section 2.13        shall be eligible for election as directors of the corporation. Nomination of persons for        election to the board of directors of the corporation may be made at a meeting of        shareholders (i) by or at the direction of the board of directors or (ii) by any        shareholder of the corporation entitled to vote for the election of directors at such        meeting who complies with the procedures set forth in this Section 2.13.

 

(b)           All nominations by shareholders shall be made pursuant to timely notice in        proper written form to the Secretary of the corporation.

 

(1)                  To be timely, a shareholder's notice shall be delivered to or mailed and        received at the principal executive offices of the corporation not later than the close of        business on the 30th day nor earlier than the close of business on the 60th day prior to        the annual meeting of shareholders at which directors are to be elected, unless such        requirement is expressly waived in advance of the meeting by formal action of the board of        directors. In no event shall the public announcement of an adjournment of an annual meeting        commence a new time period for the giving of a shareholder's notice as described above. For        purposes of this Section 2.13, "public announcement" shall mean disclosure in a press        release reported by the Dow Jones News Service, Associated Press or comparable national        news service or in a document publicly filed by the corporation with the Securities and        Exchange Commission pursuant to Section 13, 14 or 15(d) of the Securities Exchange Act of        1934, as amended (the "Exchange Act").

 

(2)                  To be in proper written form, such shareholder's notice shall set forth in        writing (a) as to each person whom the shareholder proposes to nominate for election or        re-election as a director, all information relating to such Person that is required to be        disclosed in solicitations of proxies for election of

 

9

directors, or is otherwise required, in each case pursuant to Regulation 14A        under the Exchange Act, including, without limitation, such person's written consent to        being named in the proxy statement as a nominee and to serving as a director if elected;        and (b) as to the shareholder giving the notice and the beneficial owner, if any, on whose        behalf the nomination is made (i) the name and address, as they appear on the corporation's        books, of such shareholder and such beneficial owner and (ii) the class and number of        shares of the corporation which are owned beneficially and of record by such shareholder        and such beneficial owner.

 

(c)           At the request of the board of directors, any person nominated by the board        of directors for election as a director shall furnish to the Secretary of the corporation        that information required to be set forth in a shareholder's notice of nomination which        pertains to the nominee.

 

(d)           In the event that a shareholder seeks to nominate one or more directors, the        Secretary shall appoint two inspectors, who shall not be affiliated with the corporation,        to determine whether a shareholder has complied with this Section 2.13. If the inspectors        shall determine that a shareholder has not complied with this Section 2.13, the inspectors        shall direct the chairman of the meeting to declare to the meeting that the nomination was        not made in accordance with the procedures prescribed by the By-Laws of the corporation,        and the chairman shall so declare to the meeting and the defective nomination shall be        disregarded.

 

(e)           Notwithstanding the foregoing provisions of this Section 2.13, a shareholder        shall also comply with all applicable requirements of the Exchange Act and the rules and        regulations thereunder with respect to the matters set forth in this 2.13.

 

(f)            Nothing in this Section 2.13 shall be deemed to affect any rights of holders        of any series of Preferred Stock to elect directors under specified        circumstances.

 

|   | Section 2.14 | Procedures for Submission of Shareholder Proposals at                        Annual Meeting. |
|--------|--------------|----------------------------------------------------------------------------------------------|

 

(a)           At any annual meeting of the shareholders of the corporation, only such        business shall be conducted as shall have been brought before the meeting (i) by or at the        direction of the board of directors or (ii) by any shareholder of the corporation entitled        to vote for the election of directors at such meeting who complies with the procedures set        forth in this Section 2.14.

 

(b)           For business properly to be brought before an annual meeting by a        shareholder, the shareholder must have given timely notice thereof in proper written form        to the Secretary of the corporation and such other business must otherwise be a proper        matter for shareholder action.

 

(1)                  To be timely, a shareholder's notice must be delivered to or mailed and        received at the principal executive offices of the corporation not later than the close of        business on the 60th day nor earlier than the close of business on the 90th day prior to        the first anniversary of the preceding year's annual meeting; provided, however, that in        the event that the date of the annual meeting is more than 30 days before or more than 60        days after such anniversary date, notice by the shareholder to be timely must be so        delivered not earlier than the close of business on the 90th day prior to such annual        meeting and not later than the close of business on the later of the 60th day prior to such        annual meeting or the 10th day following the day on which public announcement of the date        of such meeting is first made by the corporation. In no event shall the public announcement        of an adjournment of an annual meeting commence a new time period for the giving of a        shareholder's notice as described above. For purposes of this Section 2.14, "Public        announcement" shall have the same meaning as set forth in Section 2.13.

 

(2)                  To be in proper written form, a shareholder's notice to the Secretary shall        set forth in writing as to each matter the shareholder proposes to bring before the annual        meeting (i) a brief description of the business desired to be brought before the annual        meeting and the reasons for conducting such business at the annual meeting, (ii) the name        and address, as they appear on the corporation's books, of the shareholder proposing such        business and the beneficial owner, if any, on whose behalf the proposal is made,        (iii)

 

10

the        class and number of shares of the corporation which are owned beneficially and of record by        the shareholder and such beneficial owner and (iv) any material interest of the shareholder        and such beneficial owner in such business.

 

(c)           Notwithstanding anything in these By-Laws to the contrary, no business shall        be conducted at an annual meeting except in accordance with the procedures set forth in        this Section 2.14. The chairman of an annual meeting shall, if the facts warrant, determine        and declare to the meeting that business was not properly brought before the meeting in        accordance with the provisions of this Section 2.14, and, if he should so determine, he        shall so declare to the meeting and any such business not properly brought before the        meeting shall not be transacted.

 

(d)           Notwithstanding the foregoing provisions of this Section 2.14, a shareholder        shall also comply with all applicable requirements of the Exchange Act and the rules and        regulations thereunder with respect to the matters set forth in this Section 2.14. Nothing        in this Section 2.14 shall be deemed to affect any rights of shareholders to request        inclusion of proposals in the corporation's proxy statement pursuant to Rule 14a-8 under        the Exchange Act.

 

|   | Section 2.15 | Shareholder's Rights to Inspect Corporate                        Records. |
|--------|--------------|---------------------------------------------------------------------------|

 

|   | (a) | Minutes and Accounting                        Records. |
|--------|-----|--------------------------------------------------------|

 

The corporation shall keep as permanent records minutes of all meetings of        its shareholders and board of directors, a record of all actions taken by the shareholders        or board of directors without a meeting, and a record of all actions taken by a committee        of the board of directors in place of the board of directors on behalf of the corporation.        The corporation shall maintain appropriate accounting records.

 

|   | (b) | Absolute Inspection Rights of Records Required at                        Principal Office. |
|--------|-----|--------------------------------------------------------------------------------------------|

 

If he gives the corporation written notice of his demand at least five        business days before the date on which he wishes to inspect and copy, a shareholder (or his        agent or attorney) has the right to inspect and copy, during regular business hours any of        the following records, all of which the corporation is required to keep at its principal        office:

 

|   | (1) | its articles or restated articles of incorporation and all                        amendments to them currently in effect; |
|--------|-----|---------------------------------------------------------------------------------------------------------------------------|

 

|   | (2) | its bylaws or restated bylaws and all amendments to them                        currently in effect; |
|--------|-----|------------------------------------------------------------------------------------------------------|

 

|   | (3) | resolutions adopted by its board of directors creating one                        or more classes or series of shares, and fixing their relative rights,                        preferences, and limitations, if shares issued pursuant to those                        resolutions are outstanding; |
|--------|-----|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

 

|   | (4) | the minutes of all shareholders' meetings, and records of                        all action taken by shareholders without a meeting, for the past 10                        years; |
|--------|-----|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

 

|   | (5) | all written communications to shareholders generally within                        the past three years, including the financial statement furnished for the                        past three years to the shareholders; |
|--------|-----|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

 

|   | (6) | a list of the names and business addresses of its current                        directors and officers; |
|--------|-----|----------------------------------------------------------------------------------------------------------|

 

|   | (7) | its most recent annual report delivered to the South                        Carolina Tax Commission; and |
|--------|-----|----------------------------------------------------------------------------------------------------------|

 

|   | (8) | if the shareholder owns at least one percent of any class of                        shares, he may inspect and |
|--------|-----|----------------------------------------------------------------------------------------------------------------|

         

11

copy its federal and state income tax returns for the last 10        years.

         

|   | (c) | Conditional Inspection                        Right. |
|--------|-----|------------------------------------------------------|

 

In addition, if he gives the corporation a written demand made in good faith        and for a proper purpose at least five business days before the date on which he wishes to        inspect and copy, he describes with reasonable particularity his purpose and the records he        desires to inspect, and the records are directly connected with his purpose, a shareholder        of a corporation (or his agent or attorney) is entitled to inspect and copy, during regular        business hours at a reasonable location specified by the corporation, any of the following        records of the corporation:

 

|   | (1) | excerpts from minutes of any meeting of the board of                        directors, records of any action of a committee of the board of directors                        on behalf of the corporation, minutes of any meeting of the shareholders,                        and records of action taken by the shareholders or board of directors                        without a meeting, to the extent not subject to inspection under paragraph                        (a) of this Section 2.14; |
|--------|-----|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

 

|   | (2) | accounting records of the corporation; and |
|--------|-----|--------------------------------------------|

 

|   | (3) | the record of shareholders (compiled no earlier than the                        date of the shareholder's demand). |
|--------|-----|--------------------------------------------------------------------------------------------------------------------|

 

|   | (d) | Copy Costs. |
|--------|-----|-------------|

 

The right to copy records includes, if reasonable, the right to receive        copies made by photographic, xerographic, or other means. The corporation may impose a        reasonable charge, covering the costs of labor and material, for copies of any documents        provided to the shareholder. The charge may not exceed the estimated cost of production or        reproduction of the records.

 

|   | Section 2.16 | Financial Statements Shall Be Furnished to the                        Shareholders. |
|--------|--------------|-------------------------------------------------------------------------------------|

 

(a)           The corporation shall furnish its shareholders annual financial statements,        which may be consolidated or combined statements of the corporation and one or more of its        subsidiaries, as appropriate, that include a balance sheet as of the end of the fiscal        year, an income statement for that year, and a statement of changes in shareholders' equity        for the year unless that information appears elsewhere in the financial statements. If        financial statements are prepared for the corporation on the basis of generally accepted        accounting principles, the annual financial statements for the shareholders also must be        prepared on that basis.

 

(b)           If the annual financial statements are reported upon by a public accountant,        his report must accompany them. If not, the statements must be accompanied by a statement        of the president or the person responsible for the corporation's accounting        records:

 

|   | (1) | stating his reasonable belief whether the statements were                        prepared on the basis of generally accepted accounting principles and, if                        not, describing the basis of preparation; and |
|--------|-----|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

 

|   | (2) | describing any respects in which the statements were not                        prepared on a basis of accounting consistent with the statements prepared                        for the preceding year. |
|--------|-----|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

 

(c)           A corporation shall mail the annual financial statements to each shareholder        within 120 days after the close of each fiscal year. Thereafter, on written request from a        shareholder who was not mailed the statements, the corporation shall mail him the latest        financial statements.

 

 

12

|   | Section 2.17 | Dissenter's Rights. |
|--------|--------------|---------------------|

 

Each shareholder shall have the right to dissent from, and obtain payment        for his shares when so authorized by the Act, articles of incorporation, these bylaws, or        in a resolution of the board of directors.

 

|   | **ARTICLE III.** |
|--------|------------------|

|   | **BOARD OF DIRECTORS** |
|--------|------------------------|

 

|   | Section 3.1 | General Powers. |
|--------|-------------|-----------------|

 

Unless the articles of incorporation have dispensed with or limited the        authority of the board of directors by describing who will perform some or all of the        duties of a board of directors, all corporate powers shall be exercised by or under the        authority of, and the business and affairs of the corporation shall be managed under the        direction of the board of directors.

 

|   | Section 3.2 | Number, Tenure and Qualifications of                        Directors. |
|--------|-------------|------------------------------------------------------------------------|

 

The number of directors of the corporation shall be the number designated by        the directors at their initial or organizational meeting. Thereafter, the number of        directors may be increased or decreased by action of the board or shareholders at any board        meeting or annual meeting of shareholders. Each director shall hold office until the next        annual meeting of shareholders or until removed. However, if his term expires, he shall        continue to serve until his successor shall have been elected and qualified or until there        is a decrease in the number of directors. Directors need not be residents of the State of        South Carolina or shareholders of the corporation unless so required by the articles of        incorporation. Notwithstanding the foregoing, a director who is first elected to the board        after January 1, 1994 may serve on the board until the corporation's annual meeting        immediately following his 72nd birthday, at which time he must retire from the board. A        director who was first elected to the board prior to January 1, 1994 shall not be subject        to the limitation set forth in the preceding sentence.

 

|   | Section 3.3 | Regular Meetings. |
|--------|-------------|-------------------|

 

A regular meeting of the board of directors shall be held without other        notice than this bylaw immediately after, and at the same place as, the annual meeting of        shareholders. The board of directors may provide, by resolution, the time and place for the        holding of additional regular meetings without other notice than such        resolution.

 

|   | Section 3.4 | Special Meetings. |
|--------|-------------|-------------------|

 

Unless otherwise provided in the articles, special meetings of the board of        directors may be called by or at the request of the Chairman of the board of directors, the        president or a majority of the board of directors. The person authorized to call special        meetings of the board of directors may fix any place as the place for holding any special        meeting of the board of directors.

 

|   | Section 3.5 | Notice of Special                        Meeting. |
|--------|-------------|---------------------------------------------------|

 

Notice of any special meeting of directors shall be given to each director        at his business or residence in writing by hand delivery, first-class or overnight mail or        courier service, telegram, email or facsimile or similar transmission, or orally by        telephone. If mailed by first-class mail, such notice shall be deemed adequately delivered        when deposited in the United States mails so addressed, with postage thereon prepaid, at        least 72 hours before such meeting. If by telegram, overnight mail or courier service, such        notice shall be deemed adequately delivered when the telegram is delivered to the telegraph        company or the notice is delivered to the overnight mail or courier service company at        least twenty-four (24) hours before such meeting. If by facsimile, email or similar        transmission, such notice shall be deemed adequately delivered when the notice is        transmitted at least twenty-four

 

13

 

(24)        hours before such meeting. If by telephone or by hand delivery, the notice shall be given        at least twenty-four (24) hours prior to the time set for the meeting. Any director may        waive notice of any meeting. Except as provided in the next sentence, the waiver must be in        writing, signed by the director entitled to the notice, and filed with the minutes or        corporate records. The attendance of a director at a meeting shall constitute a waiver of        notice of such meeting, except where a director attends a meeting for the express purpose        of objecting to the transaction of any business and at the beginning of the meeting (or        promptly upon his arrival) objects to holding the meeting or transacting business at the        meeting, and does not thereafter vote for or assent to action taken at the        meeting.

 

|   | Section 3.6 | Director Quorum. |
|--------|-------------|------------------|

 

A majority of the number of directors in office immediately before the        meeting begins shall constitute a quorum for the transaction of business at any meeting of        the board of directors. Any amendment to this quorum requirement is subject to the        provisions of Section 3.8 of this Article III.

 

|   | Section 3.7 | Manner of Acting. |
|--------|-------------|-------------------|

 

|   | (a) | Required Vote. |
|--------|-----|----------------|

 

The act of the majority of the directors present at a meeting at which a        quorum is present when the vote is taken shall be the act of the board of directors unless        the articles of incorporation require a greater percentage. Any amendment which changes the        number of directors needed to take action, is subject to the provisions of Section 3.8 of        this Article III.

 

|   | (b) | Telephone Meeting. |
|--------|-----|--------------------|

 

Any or all directors may participate in a regular or special meeting by, or        conduct the meeting through the use of, any means of communication by which all directors        participating may simultaneously hear each other during the meeting. A director        participating in a meeting by this means is deemed to be present in person at the        meeting.

 

|   | (c) | Failure to Object to                        Action. |
|--------|-----|-----------------------------------------------------|

 

A director who is present at a meeting of the board of directors or a        committee of the board of directors when corporate action is taken is deemed to have        assented to the action taken unless: (1) he objects at the beginning of the meeting (or        promptly upon his arrival) to holding it or transacting business at the meeting; or (2) his        dissent or abstention from the action taken is entered in the minutes of the meeting; or        (3) he delivers written notice of his 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.

 

|   | Section 3.8 | Establishing a "Supermajority" Quorum or Voting                        Requirement. |
|--------|-------------|-------------------------------------------------------------------------------------|

 

For purposes of this Section 3.8, a "supermajority" quorum is a requirement        that more than a majority of the directors in office constitute a quorum; and a        "supermajority" voting requirement is any requirement that requires the vote of more than a        majority of those directors present at a meeting at which a quorum is present to be the act        of the directors.

 

A bylaw that fixes a supermajority quorum or supermajority voting        requirement may be amended or repealed:

 

|   | (1) | if originally adopted by the shareholders, only by the                        shareholders (unless otherwise provided by the shareholders); |
|--------|-----|---------------------------------------------------------------------------------------------------------------------------------------------|

 

 

14

|   | (2) | if originally adopted by the board of directors, either by                        the shareholders or by the board of directors. |
|--------|-----|----------------------------------------------------------------------------------------------------------------------------------|

 

A bylaw adopted or amended by the shareholders that forms a supermajority        quorum or supermajority voting requirement for the board of directors may provide that it        may be amended or repealed only by a specified vote of either the shareholders or the board        of directors.

 

Subject to the provisions of the preceding paragraph, action by the board of        directors to adopt, amend, or repeal a bylaw that changes the quorum or voting requirement        for the board of directors must meet the same quorum requirement and be adopted by the same        vote required to take action under the quorum and voting requirement then in effect or        proposed to be adopted, whichever is greater.

 

|   | Section 3.9 | Action Without a                        Meeting. |
|--------|-------------|--------------------------------------------------|

 

Action required or permitted by the Act to be taken at a board of directors'        meeting may be taken without a meeting if the action is assented to by all members of the        board.

 

The action may be evidenced by one or more written consents describing the        action taken, signed by each director, and included in the minutes or filed with the        corporate records reflecting the action taken. Action evidenced by written consents under        this section is effective when the last director signs the consent, unless the consent        specifies a different effective date. A consent signed under this section has the effect of        a meeting vote and may be described as such in any document.

 

|   | Section 3.10 | Removal of a                        Director. |
|--------|--------------|-----------------------------------------------|

 

The shareholders may remove one or more directors at a meeting called for        that purpose if notice has been given that a purpose of the meeting is such removal. The        removal may be with or without cause, provided that such removal without cause shall be        subject to the voting requirement set forth in the articles of incorporation. If a director        is elected by a voting group of shareholders, only the shareholders of that voting group        may participate in the vote to remove him. A director may be removed for cause only if the        number of votes cast to remove him exceeds the number of votes cast not to remove        him.

 

|   | Section 3.11 | Vacancies. |
|--------|--------------|------------|

 

Unless the articles of incorporation provide otherwise, if a vacancy occurs        on a board of directors, including a vacancy resulting from an increase in the number of        directors, the shareholders may fill the vacancy. During such time that the shareholders        fail or are unable to fill such vacancies then and until the shareholders act:

 

|   | (a) | the board of directors may fill the vacancy; or |
|--------|-----|-------------------------------------------------|

 

(b)         if the directors remaining in office constitute fewer than a quorum of the        board, they may fill the vacancy by the affirmative vote of a majority of all the directors        remaining in office

 

If the vacant office was held by a director elected by a voting group of        shareholders, only the holders of shares of that voting group are entitled to vote to fill        the vacancy if it is filled by the shareholders.

 

A vacancy that will occur at a specific later date (by reason of a        resignation effective at a later date) may be filled before the vacancy occurs but the new        director may not take office until the vacancy occurs.

 

The term of a director elected to fill a vacancy expires at the next        shareholders' meeting at which directors are elected. However, if his term expires, he        shall continue to serve until his successor is elected and qualifies or until there is a        decrease in the number of directors.

 

15

 

|   | Section 3.12 | Compensation. |
|--------|--------------|---------------|

 

Unless otherwise provided in the articles, by resolution of the board of        directors, each director may be paid his expenses, if any, of attendance at each meeting of        the board of directors, and may be paid a stated salary as director or a fixed sum for        attendance at each meeting of the board of directors or both. No such payment shall        preclude any director from serving the corporation in any capacity and receiving        compensation therefor.

 

|   | Section 3.13 | Committees. |
|--------|--------------|-------------|

 

|   | (a) | Creation of                        Committees. |
|--------|-----|------------------------------------------------|

 

Unless the articles of incorporation provide otherwise, the board of        directors may create one or more committees and appoint members of the board of directors        to serve on them or the president, if so delegated by the board, may appoint members to        serve on committees created by the board. Each committee must have two or more members, who        serve at the pleasure of the board of directors.

 

|   | (b) | Selection of                        Members. |
|--------|-----|----------------------------------------------|

 

The creation of a committee and appointment of members to it must be        approved by the greater of (1) a majority of all the directors in office when the action is        taken or (2) the number of directors required by the articles of incorporation to take such        action (or, if not specified in the articles, the numbers required by, Section 3.7 of this        Article III to take action).

 

|   | (c) | Required Procedures. |
|--------|-----|----------------------|

 

Section 3.4, 3.5, 3.6, 3.7, 3.8 and 3.9 of this Article III, which govern        meetings, action without meetings, notice and waiver of notice, quorum and voting        requirements of the board of directors, apply to committees and their members.

 

|   | (d) | Authority. |
|--------|-----|------------|

 

Unless limited by the articles of incorporation, each committee may exercise        those aspects of the authority of the board of directors which the board of directors        confers upon such committee in the resolution creating the committee. Provided, however, a        committee may not:

 

|   | (1) | authorize distributions; |
|--------|-----|--------------------------|

 

|   | (2) | approve or propose to shareholders action that the Act                        requires be approved by shareholders; |
|--------|-----|---------------------------------------------------------------------------------------------------------------------|

 

|   | (3) | fill vacancies on the board of directors or on any of its                        committees; |
|--------|-----|----------------------------------------------------------------------------------------------|

 

|   | (4) | amend the articles of incorporation pursuant to the                        authority of directors; |
|--------|-----|----------------------------------------------------------------------------------------------------|

 

|   | (5) | adopt, amend, or repeal bylaws; |
|--------|-----|---------------------------------|

 

|   | (6) | approve a plan of merger not requiring shareholder                        approval; |
|--------|-----|-------------------------------------------------------------------------------------|

 

|   | (7) | authorize or approve reacquisition of shares, except                        according to a formula or method prescribed by the board of directors;                        or |
|--------|-----|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

 

 

16

|   | (8) | authorize or approve the issuance or sale or contract for                        sale of shares or determine the designation and relative rights,                        preferences, and limitations of a class or series of shares, except that                        the board of directors may authorize a committee (or a senior executive                        officer of the corporation) to do so within limits specifically prescribed                        by the board of directors. |
|--------|-----|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

 

|   | Section 3.14 | Board Leadership. |
|--------|--------------|-------------------|

 

|   | (a) | Chairman. |
|--------|-----|-----------|

 

The Board of Directors shall elect a Chairman from among those directors who        are “independent directors” within the meaning of applicable SEC proxy        regulations, who shall preside over Board meetings and shareholder meetings, and shall        otherwise discharge duties specifically set forth herein and such other duties as are        typical of a chairman position, including without limitation:

|   | (1) | Consult and meet with any or all outside directors as                        required, and represent such directors in discussions with management of                        the Corporation on corporate governance issues and other                        matters; |
|--------|-----|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   | (2) | Ensure that the Board, committees of the Board, individual                        directors and senior management of the Corporation understand and discharge                        their duties and obligations under the Corporation’s system of                        corporate governance; |
|--------|-----|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   | (3) | Mentor and counsel new members of the Board to assist them                        in becoming active and effective directors; |
|--------|-----|-------------------------------------------------------------------------------------------------------------------------------|

|   | (4) | conduct director evaluations; |
|--------|-----|-------------------------------|

|   | (5) | lead executive sessions on CEO evaluation and conduct                        conversations with the CEO; |
|--------|-----|----------------------------------------------------------------------------------------------------------|

|   | (6) | perform such other duties and responsibilities as may be                        delegated to the Chairman by the Board from time to time. |
|--------|-----|-------------------------------------------------------------------------------------------------------------------------------------------|

         

|   | (b) | Vice Chairman. |
|--------|-----|----------------|

 

The Board of Directors shall appoint a Vice Chairman who shall discharge all        duties otherwise accorded the Chairman under these Bylaws, subject to Section 3.14(a)        above, upon request of the Chairman.

         

|   | **ARTICLE IV.** |
|--------|-----------------|

|   | **OFFICERS** |
|--------|--------------|

|   | Section 4.1 | Number. |
|--------|-------------|---------|

 

The officers of the corporation shall be a president, a secretary, and a        treasurer, each of whom shall be appointed by the board of directors. Such other officers        and assistant officers as may be deemed necessary, including any vice-presidents, may be        appointed by the board of directors. If specifically authorized by the board of directors,        an officer may appoint one or more officers or assistant officers. The same individual may        simultaneously hold more than one office in the corporation.

 

|   | Section 4.2 | Appointment and Term of                        Office. |
|--------|-------------|--------------------------------------------------------|

 

The officers of the corporation shall be appointed by the board of directors        for a term as determined by the board of directors. (The designation of a specified term        grants to the officer no contract rights, and the board can remove the officer at any time        prior to the termination of such term.) If no term is specified, they shall hold office        until they resign, die, or until they are removed in the manner provided in Section 4.3 of        this Article IV.

 

|   | Section 4.3 | Removal. |
|--------|-------------|----------|

 

 

17

Unless appointed by the shareholders, any officer or agent may be removed by        the board of directors at any time, with or without cause. Any officer or agent appointed        by the shareholders may be removed by the shareholders with or without cause. Such removal        shall be without prejudice to the contract rights, if any, of the person so removed.        Appointment of an officer or agent shall not of itself create contract rights.

 

|   | Section 4.4 | The President. |
|--------|-------------|----------------|

 

The president shall be the principal executive officer of the corporation        and, subject to the control of the board of directors, shall in general supervise and        control all of the business and affairs of the corporation. He shall, when present, preside        at all meetings of the shareholders and of the board of directors, unless a Chairman of the        board of directors shall have been designated by the board. He may sign, with the secretary        or any other proper officer of the corporation thereunto authorized by the board of        directors, certificates for shares of the corporation and deeds, mortgages, bonds,        contracts or other instruments which the board of directors has authorized to be executed,        except in cases where the signing and execution thereof shall be expressly delegated by the        board of directors or by these bylaws to some other officer or agent of the corporation, or        shall be required by law to be otherwise signed or executed; and in general shall perform        all duties incident to the office of president and such other duties as may be prescribed        by the board of directors from time to time.

 

|   | Section 4.5 | The Vice-Presidents. |
|--------|-------------|----------------------|

 

If appointed, in the absence of the president or in the event of his death,        inability or refusal to act, the vice president (or, in the event there be more than one        vice-president, the vice-presidents in the order designated at the time of their election,        or in the absence of any designation, then in the order of their appointment) shall perform        the duties of the president, and when so acting, shall have all the powers of and be        subject to all the restrictions upon the president. (If there is no vice-president, then        the treasurer shall perform such duties of the president.) Any vice-president may sign,        with the secretary or an assistant secretary, certificates for shares of the corporation        the issuance of which have been authorized by resolution of the board of directors; and        shall perform such other duties as from time to time may be assigned to him by the        president or by the board of directors.

 

|   | Section 4.6 | The Secretary. |
|--------|-------------|----------------|

 

The secretary shall: (a) keep the minutes of the proceedings of the        shareholders and of the board of directors in one or more books provided for that purpose;        (b) see that all notices are duly given in accordance with the provisions of these bylaws        or as required by law; (c) be custodian of the corporate records and of any seal of the        corporation and if there is a seal of the corporation, see that it is affixed to all        documents the execution of which on behalf of the corporation under its seal is duly        authorized; (d) when requested or required, authenticate any records of the corporation;        (e) keep a register of the post office address of each shareholder which shall be furnished        to the secretary by such shareholder; (f) sign with the president, or a vice-president,        certificates for shares of the corporation, the issuance of which shall have been        authorized by resolution of the board of directors; (g) have general charge of the stock        transfer books of the corporation; and (h) in general perform all duties incident to the        office of secretary and such other duties as from time to time may be assigned to him by        the president or by the board of directors.

 

|   | Section 4.7 | The Treasurer. |
|--------|-------------|----------------|

The treasurer shall: (a) have charge and custody of and be responsible for        all funds and securities of the corporation; (b) receive and give receipts for moneys due        and payable to the corporation from any source whatsoever, and deposit all such moneys in        the name of the corporation in such banks, trust companies or other depositories as shall        be selected by the board of directors and (c) in general perform all of the duties incident        to the office of treasurer and such duties as from time to time may be assigned to him by        the president or by the board of directors. If required by the board of directors, the        treasurer shall give a bond for the faithful discharge of his duties in such sum and with        such surety or sureties as the board of directors shall determine.

 

 

18

|   | Section 4.8 | Assistant Secretaries and Assistant                        Treasurers. |
|--------|-------------|------------------------------------------------------------------------|

 

The assistant secretaries, when authorized by the board of directors, may        sign with the president or a vice-president certificates for shares of the corporation the        issuance of which shall have been authorized by a resolution of the board of directors. The        assistant treasurers shall respectively, if required by the board of directors, give bonds        for the faithful discharge of their duties in such sums and with such sureties as the board        of directors shall determine. The assistant secretaries and assistant treasurers, in        general, shall perform such duties as shall be assigned to them by the secretary or the        treasurer, respectively, or by the president or the board of directors.

 

|   | Section 4.9 | Salaries. |
|--------|-------------|-----------|

 

The salaries of the officers shall be fixed from time to time by the board        of directors, or by the Chief Executive Officer if so directed by the board of        directors.

 

|   | **                                                                                 ARTICLE V.** |
|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

**INDEMNIFICATION OF DIRECTORS,**

**OFFICERS, AGENTS, AND EMPLOYEES**

 

|   | Section 5.1 | Indemnification of                        Directors. |
|--------|-------------|------------------------------------------------------|

 

The corporation shall indemnify any individual made a party to a proceeding        because he is or was a director of the corporation against liability incurred in the        proceeding to the fullest extent permitted by law.

 

|   | Section 5.2 | Advance Expenses for                        Directors. |
|--------|-------------|--------------------------------------------------------|

 

The corporation shall pay for or reimburse the reasonable expenses incurred        by a director who is a party to a proceeding in advance of final disposition of the        proceeding to the fullest extent permitted by law.

 

Section 5.3        Other Employees and Agents. In addition to any        indemnification required by law, the corporation may, to the extent authorized from time to        time by the board of directors, grant rights to indemnification, and rights to be paid by        the corporation the expenses incurred in defending any proceeding in advance of its final        disposition, to any employee or agent of the corporation to the fullest extent of the        provisions of this By-Law with respect to the indemnification and advancement of expenses        of directors and officers of the corporation.

 

Section 5.4         Nature of Right to Indemnification. The right        to indemnification conferred in this By-Law shall be a contract right and shall include the        right to be paid by the corporation the expenses incurred in defending any such proceeding        in advance of its final disposition, such advances to be paid by the corporation within 30        days after the receipt by the corporation of a statement or statements from the claimant        requesting such advances from time to time; provided, however, that the payment of such        expenses, incurred by a person to whom indemnification is or may be available under this        By-Law, in advance of the final disposition of a proceeding shall be made only pursuant to        Section 33-8-530 of the Act, or such successor provision as may be in effect from time to        time.

 

Section        5.5          Request for Indemnification; Determination of Entitlement Thereto; When        Paid. To obtain indemnification under this By-Law, a claimant        shall submit to the corporation a written request, including therein or therewith such        documentation and information as is reasonably available to the claimant and is reasonably        necessary to determine whether and to what extent the claimant is entitled to        indemnification. Upon written request by a claimant for indemnification pursuant to the        first sentence of this Section 5.5, a determination with respect to the claimant's        entitlement thereto shall be made in accordance with Section 33-8-550 of the Act, or such        successor provision as may be in effect from time to time. If it is so determined that the        claimant is entitled to indemnification, payment to the claimant shall be made within 10        days after such determination.

 

 

19

Section 5.6         Right of Action; No Presumption. If a claim        under Section 5.1, 5.2 or 5.3 of this By-Law is not paid in full by the corporation within        thirty days after a written claim pursuant to Section 5.5 of this By-Law has been received        by the corporation, the claimant may at any time thereafter bring suit against the        corporation to recover the unpaid amount of the claim and, if successful in whole or in        part, the claimant shall be entitled to be paid also the expense of prosecuting such claim        to the extent permitted by law. It shall be a defense to any such action (other than an        action brought to enforce a claim for expenses incurred in defending any proceeding in        advance of its final disposition where the requirements of Section 33-8-530 of the Act, or        any successor provision thereto that may be in effect from time to time, have been complied        with) that the claimant has not met the standard of conduct which makes it permissible        under the Act for the corporation to indemnify the claimant for the amount claimed, but the        burden of proving such defense shall be on the corporation. Neither the failure of the        corporation (including its board of directors, special counsel or shareholders) to have        made a determination prior to the commencement of such action that indemnification of the        claimant is proper in the circumstances because he or she has met the applicable standard        of conduct set forth in the Act, nor an actual determination by the corporation (including        its board of directors, special counsel or shareholders) that the claimant has not met such        applicable standard of conduct, shall create a presumption that the claimant has not met        the applicable standard of conduct.

 

Section        5.7           Binding Effect on the Corporation. If a        determination shall have been made pursuant to Section 5.5 of this By-Law that the claimant        is entitled to indemnification, the corporation shall be bound by such determination in any        judicial proceeding commenced pursuant to Section 5.6 of this By-Law.

 

Section        5.8            No Challenge to Validity. The corporation shall        be precluded from asserting in any judicial proceeding commenced pursuant to Section 5.6 of        this By-Law that the procedures and presumptions of this By-Law are not valid, binding and        enforceable and shall stipulate in such proceeding that the corporation is bound by all the        provisions of this By-Law.

 

Section        5.9            Nonexclusivity. The right to indemnification        and the payment of expenses incurred in defending a proceeding in advance of its final        disposition conferred in this By-Law shall not be exclusive of any other right which any        person may have or hereafter acquire under any statute, provision of the articles of        incorporation, By-Laws, agreement, vote of stockholders or directors or otherwise. No        repeal or modification of this By-Law shall in any way diminish or adversely affect the        rights of any director, officer, employee or agent of the corporation hereunder in respect        of any occurrence or matter arising prior to any such repeal or modification.

         

Section        5.10          Severability. If any provision or provisions of        this By-Law shall be held to be invalid, illegal or unenforceable for any reason        whatsoever: (1) the validity, legality and enforceability of the remaining provisions of        this By-Law (including, without limitation, each portion of any Section of this By-Law        containing any such provision held to be invalid, illegal or unenforceable, that is not        itself held to be invalid, illegal or unenforceable) shall not in any way be affected or        impaired thereby; and (2) to the fullest extent possible, the provisions of this By-Law        (including, without limitation, each such portion of any Section of this By-Law containing        any such provision held to be invalid, illegal or unenforceable) shall be construed so as        to give effect to the intent manifested by the provision held invalid, illegal or        unenforceable.

 

Section 5.11         Notices. Any notice, request or other        communication required or permitted to be given to the corporation under this By-Law shall        be in writing and either delivered in person or sent by telecopy, telex, telegram,        overnight mail or courier service, or certified or registered mail, postage prepaid, return        receipt requested, to the Secretary of the corporation and shall be effective only upon        receipt by the Secretary.

 

|   | **ARTICLE VI.** |
|--------|-----------------|

|   | **CERTIFICATES FOR SHARES AND THEIR TRANSFER** |
|--------|------------------------------------------------|

 

Section 6.1Certificates for        Shares.

 

20

 

|   | (a) | Content. |
|--------|-----|----------|

 

The Board of Directors may authorize the issuance of some or all of the        shares of the corporation’s classes or series without issuing certificates to        represent such shares. If shares are represented by certificates, the certificates shall at        minimum, state on their face the name of the issuing corporation and that it is formed        under the laws of South Carolina; the name of the person to whom issued; and the number and        class of shares and the designation of the series, if any, the certificate represents; and        be in such form as determined by the board of directors. Such certificates shall be signed        (either manually or by facsimile) by the president or a vice-president and by the secretary        or an assistant secretary and may be sealed with a corporate seal or a facsimile thereof.        Each certificate for shares shall be consecutively numbered or otherwise        identified.

 

|   | (b) | Legend as to Class or                        Series. |
|--------|-----|------------------------------------------------------|

 

If the corporation is authorized to issue different classes of shares or        different series within a class, the designations, relative rights, preferences, and        limitations applicable to each class and the variations in rights, preferences, and        limitations determined for each series (and the authority of the board of directors to        determine variations for future series) must be summarized on the front or back of each        certificate. Alternatively, each certificate may state conspicuously on its front or back        that the corporation will furnish the shareholder this information on request in writing        and without charge.

 

|   | (c) | Shareholder List. |
|--------|-----|-------------------|

 

The name and address of the person to whom the shares represented thereby        are issued, with the number of shares and date of issue, shall be entered on the stock        transfer books of the corporation.

 

|   | (d) | Transferring Shares. |
|--------|-----|----------------------|

 

All certificates surrendered to the corporation for transfer shall be        canceled and no new certificate shall be issued until the former certificate for a like        number of shares shall have been surrendered and canceled, except that in case of a lost,        destroyed or mutilated certificate a new one may be issued therefor upon such terms and        indemnity to the corporation as the board of directors may prescribe.

 

|   | Section 6.2 | Registration of the Transfer of                        Shares. |
|--------|-------------|----------------------------------------------------------------|

 

Registration of the transfer of shares of the corporation shall be made only        on the stock transfer books of the corporation. In order to register a transfer, the record        owner shall surrender the shares to the corporation for cancellation, properly endorsed by        the appropriate person or persons with reasonable assurances that the endorsements are        genuine and effective. Subject to the provisions of Section 33-7-300(d) of the Act        (relating to shares held in a voting trust), and unless the corporation has established a        procedure by which a beneficial owner of shares held by a nominee is to be recognized by        the corporation as the owner, the person in whose name shares stand on the books of the        corporation shall be deemed by the corporation to be the owner thereof for all        purposes.

 

|   | Section 6.3 | Restrictions on Transfer of Shares                        Permitted. |
|--------|-------------|----------------------------------------------------------------------|

 

The board of directors (or shareholders) may impose restrictions on the        transfer or registration of transfer of shares (including any security convertible into, or        carrying a right to subscribe for or acquire shares). A restriction does not affect shares        issued before the restriction was adopted unless the holders of the shares are parties to        the restriction agreement or voted in favor of the restriction.

 

A restriction on the transfer or registration of transfer of shares may be        authorized:

 

 

21

(a)           to maintain the corporation's status when it is dependent on the number or        identity of its shareholders;

 

|   | (b) | to preserve exemptions under federal or state securities                        law; |
|--------|-----|--------------------------------------------------------------------------------------|

 

|   | (c) | for any other reasonable purpose. |
|--------|-----|-----------------------------------|

 

A restriction on the transfer or registration of transfer of shares        may:

 

(a)           obligate the shareholder first to offer the corporation or other persons        (separately, consecutively, or simultaneously) an opportunity to acquire the restricted        shares;

 

(b)           obligate the corporation or other persons (separately, consecutively, or        simultaneously) to acquire the restricted shares;

 

(c)           require the corporation, the holders or any class of its shares, or another        person to approve the transfer of the restricted shares, if the requirement is not        manifestly unreasonable;

 

(d)           prohibit the transfer of the restricted shares to designated persons or        classes of persons, if the prohibition is not manifestly unreasonable.

 

A restriction on the transfer or registration of transfer of shares is valid        and enforceable against the holder or a transferee of the holder if the restriction is        authorized by this section and its existence is noted conspicuously on the front or back of        the certificate. Unless so noted, a restriction is not enforceable against a person without        knowledge of the restriction.

 

|   | Section 6.4 | Acquisition of                        Shares. |
|--------|-------------|-----------------------------------------------|

The corporation may acquire its own shares and unless otherwise provided in        the articles of incorporation, the shares so acquired constitute authorized but unissued        shares.

 

If the articles of incorporation prohibit the reissue of acquired shares,        the number of authorized shares is reduced by the number of shares acquired, effective upon        amendment of the articles of incorporation, which amendment shall be adopted by the        shareholders or the board of directors without shareholder action. The article of amendment        must be delivered to the Secretary of State and must set forth:

 

|   | (a) | the name of the corporation; |
|--------|-----|------------------------------|

 

|   | (b) | the reduction in the number of authorized |
|--------|-----|-------------------------------------------|

shares, itemized by class and series; and

 

(c)           the total number of authorized shares, itemized by class and series,        remaining after reduction of the shares.

 

|   | **ARTICLE VII.** |
|--------|------------------|

|   | **DISTRIBUTIONS** |
|--------|-------------------|

 

|   | Section 7.1 | Distributions. |
|--------|-------------|----------------|

 

The board of directors may authorize, and the corporation may make,        distributions (including dividends on its outstanding shares) in the manner and upon the        terms and conditions provided by law and in the corporation's articles of        incorporation.

 

|   | **ARTICLE VIII.** |
|--------|-------------------|

 

 

22

|   | **CORPORATE SEAL** |
|--------|--------------------|

 

|   | Section 8.1 | Corporate Seal. |
|--------|-------------|-----------------|

 

The board of directors may provide a corporate seal which may be circular in        form and have inscribed thereon any designation including the name of the corporation,        South Carolina as the state of incorporation, and the words "Corporate Seal."

 

|   | **ARTICLE IX.** |
|--------|-----------------|

|   | **EMERGENCY BYLAWS** |
|--------|----------------------|

 

|   | Section 9.1 | Emergency Bylaws. |
|--------|-------------|-------------------|

 

Unless the articles of incorporation provide otherwise, the following        provisions of this Article IX, Section 9.1 "Emergency Bylaws" shall be effective during an        emergency which is defined as when a quorum of the corporation's directors cannot be        readily assembled because of some catastrophic event.

 

During such emergency:

 

|   | (a) | Notice of Board                        Meetings. |
|--------|-----|--------------------------------------------------|

 

Any one member of the board of directors or any one of the following        officers: president, any vice-president, secretary, or treasurer, may call a meeting of the        board of directors. Notice of such meeting need be given only to those directors whom it is        practicable to reach, and may be given in any practical manner, including by publication        and radio. Such notice shall be given at least six hours prior to commencement of the        meeting.

 

|   | (b) | Temporary Directors and                        Quorum. |
|--------|-----|--------------------------------------------------------|

 

One or more officers of the corporation present at the emergency board        meeting, as is necessary to achieve a quorum, shall be considered to be directors for the        meeting, and shall so serve in order of rank, and within the same rank, in order of        seniority. In the event that less than a quorum (as determined by Article III Section 3.6)        of the directors are present (including any officers who are to serve as directors for the        meeting), those directors present (including the officers serving as directors) shall        constitute a quorum.

 

|   | (c) | Actions Permitted to Be                        Taken. |
|--------|-----|-------------------------------------------------------|

 

The board may as constituted in paragraph (b), and after notice as set forth        in paragraph (a):

 

|   | (1) | Officer's Powers. |
|--------|-----|-------------------|

 

Prescribe emergency powers to any officer of the corporation;

 

|   | (2) | Delegation of any                        Power. |
|--------|-----|-------------------------------------------------|

 

Delegate to any officer or director, any of the powers of the board of        directors;

 

|   | (3) | Lines of succession. |
|--------|-----|----------------------|

 

Designate lines of succession of officers and agents, in the event that any        of them are unable to discharge their duties;

 

|   | (4) | Relocate Principal place of                        business. |
|--------|-----|--------------------------------------------------------------|

 

 

23

 

Relocate the principal place of business, or designate successive or        simultaneous principal places of business;

 

|   | (5) | All Other Action. |
|--------|-----|-------------------|

 

Take any other action, convenient, helpful, or necessary to carry on the        business of the corporation.

 

|   | **ARTICLE X.** |
|--------|----------------|

|   | **AMENDMENTS** |
|--------|----------------|

 

|   | Section 10.1 | Amendments. |
|--------|--------------|-------------|

 

The corporation's board of directors may amend or repeal any of the        corporation's bylaws unless:

 

(a)           the articles of incorporation or the Act reserve this power exclusively to        the shareholders in whole or in part; or

 

(b)           the shareholders in adopting, amending, or repealing a particular bylaw        provide expressly that the board of directors may not amend or repeal that bylaw;        or

 

(c)           the bylaw either establishes, amends, or deletes, a supermajority        shareholder quorum or voting requirement (as defined in Section 2.8 of Article        II).

 

Any amendments to these bylaws by the board of directors shall be made in        accordance with applicable law.

 

Any amendment which changes the voting or quorum requirement for the board        must comply with Article III Section 3.8, and for the shareholders, must comply with        Article II Section 2.8.

 

The corporation's shareholders may amend or repeal the corporation's bylaws        even though the bylaws may also be amended or repealed by its board of directors. Any        notice of a meeting of shareholders at which bylaws are to be adopted, amended, or repealed        shall state that the purpose, or one of the purposes, of the meeting is to consider the        adoption, amendment or repeal of bylaws and contain or be accompanied by a copy or summary        of the proposal.

 

 

Amended        and Restated as of November 3, 2008

 

 

24