Exhibit 4.4



 





Exhibit 4.4




BYLAWS




OF




RF MICRO DEVICES, INC.




As Amended and Restated

Through November 8, 2007




 









 





TABLE OF CONTENTS TO BYLAWS




OF




RF MICRO DEVICES, INC.




(As
Amended and Restated Through November 8, 2007)




	 	 	 	 	 
	 	 	Page	 
	ARTICLE 1 — OFFICES
	 	 	1	 
	Section 1. Principal and Registered Office
	 	 	1	 
	Section 2. Other Offices
	 	 	1	 
	ARTICLE 2 — MEETINGS OF SHAREHOLDERS
	 	 	1	 
	Section 1. Place of Meeting
	 	 	1	 
	Section 2. Annual Meeting
	 	 	1	 
	Section 3. Substitute Annual Meeting
	 	 	1	 
	Section 4. Special Meetings
	 	 	1	 
	Section 5. Notice of Meetings
	 	 	1	 
	Section 6. Notice of Shareholder Proposals and Nominees for Election as Directors
	 	 	2	 
	Section 7. Quorum
	 	 	3	 
	Section 8. Shareholders’ List
	 	 	3	 
	Section 9. Voting of Shares
	 	 	3	 
	Section 10. Proxies
	 	 	3	 
	Section 11. Inspectors of Elections
	 	 	4	 
	Section 12. Conduct of Meetings
	 	 	4	 
	Section 13. Attendance by Electronic Means
	 	 	4	 
	ARTICLE 3 — BOARD OF DIRECTORS
	 	 	5	 
	Section 1. General Powers
	 	 	5	 
	Section 2. Number, Term and Qualification
	 	 	5	 
	Section 3. Removal
	 	 	5	 
	Section 4. Vacancies
	 	 	5	 
	Section 5. Compensation
	 	 	5	 
	Section 6. Chairman and Vice Chairman of the Board of Directors
	 	 	5	 
	ARTICLE 4 — MEETINGS OF DIRECTORS
	 	 	5	 
	Section 1. Annual and Regular Meetings
	 	 	5	 
	Section 2. Special Meetings
	 	 	5	 
	Section 3. Notice of Meetings; Waiver of Notice
	 	 	6	 
	Section 4. Quorum
	 	 	6	 
	Section 5. Manner of Acting
	 	 	6	 
	Section 6. Presumption of Assent
	 	 	6	 
	Section 7. Action Without Meeting
	 	 	6	 
	Section 8. Meeting by Communications Device
	 	 	6	 
	ARTICLE 5 — COMMITTEES
	 	 	7	 
	Section 1. Election and Powers
	 	 	7	 
	Section 2. Removal; Vacancies
	 	 	7	 
	Section 3. General Committee Matters
	 	 	7	 
	Section 4. Minutes
	 	 	7	 
	ARTICLE 6 — OFFICERS
	 	 	7	 
	Section 1. Titles
	 	 	7	 
	Section 2. Election and Appointment; Term
	 	 	7	 
	Section 3. Removal
	 	 	8	 
	Section 4. Vacancies
	 	 	8	 
	Section 5. Compensation
	 	 	8	 






i









 






	 	 	 	 	 
	 	 	Page	 
	Section 6. Chief Executive Officer
	 	 	8	 
	Section 7. President
	 	 	8	 
	Section 8. Other Officers
	 	 	8	 
	Section 9. Bonds
	 	 	8	 
	Section 10. Voting Upon Stocks
	 	 	8	 
	ARTICLE 7 — CERTIFICATES FOR SHARES AND THEIR TRANSFER
	 	 	8	 
	Section 1. Certificates for Shares and Stock Transfer Records
	 	 	8	 
	Section 2. Regulations
	 	 	9	 
	Section 3. Fixing Record Date
	 	 	9	 
	Section 4. Lost, Stolen or Destroyed Certificates
	 	 	9	 
	ARTICLE 8 — INDEMNIFICATION OF DIRECTORS AND OFFICERS
	 	 	9	 
	Section 1. Indemnification Provisions
	 	 	9	 
	Section 2. Definitions
	 	 	10	 
	Section 3. Settlements
	 	 	10	 
	Section 4. Litigation Expense Advances
	 	 	10	 
	Section 5. Approval of Indemnification Payments
	 	 	10	 
	Section 6. Suits by Claimant
	 	 	10	 
	Section 7. Consideration; Personal Representatives and Other Remedies
	 	 	11	 
	Section 8. Scope of Indemnification Rights
	 	 	11	 
	ARTICLE 9 — GENERAL PROVISIONS
	 	 	11	 
	Section 1. Dividends and other Distributions
	 	 	11	 
	Section 2. Seal
	 	 	11	 
	Section 3. Contracts; Loans; Checks; Deposits
	 	 	11	 
	Section 4. Fiscal Year
	 	 	11	 
	Section 5. Amendments
	 	 	11	 
	Section 6. Applicability of Antitakeover Statutes
	 	 	12	 
	Section 7. Definitions
	 	 	12	 






ii









 






BYLAWS




OF




RF MICRO DEVICES, INC.




(As
Amended and Restated Through November 8, 2007)




ARTICLE 1 — OFFICES




     Section 1. Principal and Registered Office. The principal office of the
corporation shall be located at Guilford County, North Carolina or at such other place as the board
of directors may from time to time determine. The registered office of the corporation may, but
need not, be the same as the principal office.



     Section 2. Other Offices. The corporation may have offices at such other
places, either within or without the State of North Carolina, as the board of directors may from
time to time determine or as the affairs of the corporation may require.



ARTICLE 2 — MEETINGS OF SHAREHOLDERS




     Section 1. Place of Meeting. Meetings of shareholders shall be held at the
principal office of the corporation, or at such other place, either within or without the State of
North Carolina, as shall in each case be fixed by the chairman of the board, the chief executive
officer, the president, the secretary or the board of directors and designated in the notice of the
meeting.



     Section 2. Annual Meeting. The annual meeting of shareholders shall be held
on such date and at such time as may be designated by the chairman of the board, the chief
executive officer, the president, the secretary or the board of directors for the purpose of the
election of directors and for the transaction of such other business as may properly come before
the meeting.



     Section 3. Substitute Annual Meeting. If the annual meeting is not held on
the day designated by these bylaws, a substitute annual meeting may be called in accordance with
Section 4 of this Article. A meeting so called shall be designated and treated for all purposes as
the annual meeting.



     Section 4. Special Meetings. Special meetings of the shareholders may be
called at any time by the chairman of the board, the president, the secretary or the board of
directors of the corporation.



     Section 5. Notice of Meetings.




     (a) Written, printed or electronically transmitted notice stating the date, time and
place of any shareholders’ meeting shall be delivered not less than 10 nor more than 60 days
before the date of the meeting, by or at the direction of the chairman of the board, the
chief executive officer, the president, the secretary, the board of directors or other
person calling the meeting, to each shareholder of record entitled to vote at such meeting.
If mailed, such notice shall be deemed to be delivered when deposited in the United States
mail, addressed to the shareholder at his address as it appears on the record of
shareholders of the corporation, with postage thereon prepaid.




     (b) In the case of a special meeting, the notice of meeting shall specifically state
the purpose of purposes for which the meeting is called; but, in the case of an annual or
substitute annual meeting, the notice of meeting need not specifically state the purpose or
purposes for which the meeting is called, unless such a statement is required by the
provisions of applicable law.



 









 






     (c) When a meeting is adjourned for 120 days or more after the date fixed for the
original meeting, notice of the adjourned meeting shall be given as in the case of an
original meeting. When a meeting is adjourned for a period less than 120 days in any one
adjournment, it is not necessary to give any notice of the date, time and place of the
adjourned meeting other than by announcement at the meeting at which the adjournment is
taken, unless a new record date is set for the meeting.



     Section 6. Notice of Shareholder Proposals and Nominees for Election as
Directors.




     (a) No business shall be transacted at a meeting of shareholders, except such business
as shall be (i) specified in the notice of meeting given as provided in Section 5 of this
Article, (ii) presented by or at the direction of the board of directors, or (iii) otherwise
brought before the meeting by a shareholder of record entitled to vote at the meeting in
compliance with the procedures set forth in this Section 6. In addition to the requirements
of any applicable law with respect to any proposal presented by a shareholder for action at
a meeting of the shareholders of the corporation (including the requirements of the
Securities and Exchange Commission relating to shareholder proposals and director nominees),
and subject to the provisions of the North Carolina Business Corporation Act as in effect
from time to time, any shareholder desiring to introduce any business before any meeting of
the shareholders of the corporation shall be required to deliver to the secretary written
notice containing the information specified herein (i) in the case of an annual meeting, at
least 60 days but no more than 90 days in advance of the first anniversary of the notice
date of the corporation’s proxy statement for the preceding year’s annual meeting, and (ii)
in the case of a special meeting, no later than the tenth day following the notice date for
such meeting. In the event that the date of an annual meeting is advanced by more than 30
days or delayed by more than 60 days from the first anniversary date of the preceding year’s
annual meeting, notice by a shareholder must be delivered no earlier than the 90th day prior
to such annual meeting and no later than the later of the 60th day prior to such annual
meeting or the tenth day following the notice date for such meeting. The written notice
required herein shall, as to each matter the shareholder proposes to bring before the
meeting, contain the following information (in addition to any information required by
applicable law): (i) the name and address of the shareholder who intends to present the
proposal and the beneficial owner, if any, on whose behalf the proposal is made; (ii) the
number of shares of each class of capital stock owned by the shareholder and such beneficial
owner; (iii) a description of the business proposed to be introduced to the shareholders;
(iv) any material interest, direct or indirect, which the shareholder or beneficial owner
may have in the business described in the notice; and (v) a representation that the
shareholder is a holder of record of shares of the corporation entitled to vote at the
meeting and intends to appear in person or by proxy at the meeting to present the proposal.




     (b) Only persons who are nominated in accordance with the provisions set forth in these
bylaws and who otherwise comply with director qualification standards established by the
board of directors, a properly authorized committee of the board, or applicable law, rule or
regulation shall be eligible to be elected as directors at a meeting of shareholders.
Nominations of persons for election to the board of directors may be made at such meeting of
shareholders only (i) by or at the direction of the board of directors (or a properly
authorized committee of the board) or (ii) by any shareholder (A) who is a shareholder of
record at the time of giving of notice provided for in this Section 6, (B) who shall be
entitled to vote for the election of directors at the meeting, (C) who complies with the
notice and other procedures set forth in this Section 6 and (D) whose nominee is determined
by the board of directors (or a properly authorized committee of the board) to satisfy all
applicable director qualification standards. Any shareholder desiring to nominate a person
for election as a director of the corporation shall deliver to the Secretary a written
notice at such time and containing (i) such information as set forth in Section 6(a) of this
Article, (ii) such additional information concerning the nominee as would be required,
pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended (or any
successor provision thereto), to be disclosed in the proxy materials concerning all persons
nominated (by the corporation or otherwise) for election as a director of the corporation,
and (iii) such additional information concerning the nominee as is deemed sufficient by the
board of directors (or a properly authorized committee of the board) to establish that the
nominee meets all minimum qualification standards or other criteria as may have been
established by the board of directors (or any properly authorized committee of the board) or
pursuant to applicable law, rule or regulation for service as a director. In addition,
such notice shall be accompanied by a consent signed by each nominee to serve as a director
if elected.



2









 






     (c) Failure of any shareholder to provide such notice in a timely and proper manner as
set forth in this Section 6 shall authorize the presiding officer at the meeting of
shareholders before which such business is proposed to be introduced, or at which such
nominee is proposed to be considered for election as a director, to rule such proposal or
nomination out of order and not proper to be introduced or considered.




     (d) The provisions of Sections 6(a), 6(b) and 6(c) shall be effective as of the date
following the 2004 annual meeting of shareholders. The previous provisions of Section 6 of
the bylaws of the corporation prior to the amendment thereto on June 1, 2004 shall apply
until the day following the 2004 annual meeting of shareholders.



     Section 7. Quorum. Shares entitled to vote as a separate voting group may
take action on a matter at a meeting only if a quorum of that voting group exists with respect to
that matter, except that in the absence of a quorum at the opening of any meeting of shareholders,
such meeting may be adjourned from time to time by a vote of the majority of the shares voting on
the motion to adjourn. Unless otherwise required by the North Carolina Business Corporation Act,
the articles of incorporation or a bylaw adopted by the shareholders, a majority of the votes
entitled to be cast by a voting group on a matter, represented in person or by proxy at a meeting
of shareholders, shall constitute a quorum for that voting group for any action on that matter.
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 any adjournment thereof, unless a new record date is or must
be set for the adjournment. Action may be taken by a voting group at any meeting at which a quorum
of that voting group is represented, regardless of whether action is taken at that meeting by any
other voting group.



     Section 8. Shareholders’ List. After a record date is fixed for a meeting,
the secretary of the corporation shall prepare an alphabetical list of the names of all its
shareholders who are entitled to notice of the shareholders’ meeting. Such list shall be arranged
by voting group (and within each voting group by class or series of shares) and shall show the
address of and number of shares held by each shareholder. The shareholders’ list shall be made
available for inspection by any shareholder beginning two business days after notice of the meeting
is given for which the list was prepared and continuing through the meeting, at the corporation’s
principal office or at such other place identified in the meeting notice in the city where the
meeting will be held. The corporation shall make the shareholders’ list available at the meeting,
and any shareholder, personally or by or with his representative, is entitled to inspect the list
at any time during the meeting or any adjournment.



     Section 9. Voting of Shares. Except as otherwise provided by the articles of
incorporation or by applicable law, each outstanding share of voting capital stock of the
corporation having voting rights, regardless of class, shall be entitled to one vote on each matter
submitted to a vote at a meeting of the shareholders. Unless otherwise provided in the articles of
incorporation or by applicable law, cumulative voting for directors shall not be allowed. Action
on a matter (other than the election of directors) by a voting group for which a quorum is present
is approved if the votes cast within the voting group favoring the action exceed the votes cast
opposing the action, unless the vote of a greater number is required by applicable law or by the
articles of incorporation or a bylaw adopted by the shareholders. Voting on all matters shall be
by ballot, unless the chairman of the meeting determines otherwise. Absent special circumstances,
the shares of the corporation are not entitled to vote if they are owned, directly or indirectly,
by a second corporation, domestic or foreign, and the corporation owns, directly or indirectly, a
majority of the shares entitled to vote for directors of the second corporation, except that this
provision shall not limit the power of the corporation to vote any shares, including shares of the
corporation, held by it in a fiduciary capacity.



     Section 10. Proxies. Shares may be voted either in person or by one or more
proxies authorized by a written appointment of proxy signed by the shareholder or his duly
authorized attorney-in-fact. In addition, (a) an appointment in the form of an electronic record
that bears the shareholder’s electronic signature and that may be directly reproduced in paper form
by an automated process shall be deemed a valid appointment form, and (b) the corporation may
permit a shareholder to appoint one or more proxies by any kind of telephonic transmission, even if
not accompanied by written communication, under circumstances or together with information from
which the corporation can reasonably assume that the appointment was made or authorized by the
shareholder. An appointment of proxy is valid for 11 months from the date of its execution, unless
a different period is expressly provided in the appointment form.



3









 





     Section 11. Inspectors of Elections.




     (a) Appointment of inspectors of election. The board of directors may appoint
one or more voting inspectors to act at any meeting of shareholders or any adjournment
thereof. If the board does not make such appointment, or if their appointees or any of them
fail to appear or act at the meeting of shareholders, the chairman of the meeting may
appoint such inspector or inspectors to act at the meeting.




     (b) Duties of inspectors. Unless the board of directors or the chairman of the
meeting, as applicable, determines otherwise, the inspector or inspectors of election shall
determine the number of shares outstanding and the voting power of each, the shares
represented at the meeting, the existence of a quorum, the authenticity, validity and effect
of proxies, receive votes, ballots or consents, hear and determine all challenges and
questions in any way arising in connection with the right to vote, count and tabulate all
votes or consents, determine the result, and do such acts as may be proper to conduct the
election or vote with fairness to all shareholders. On request of the board of directors or
the chairman of the meeting, as applicable, the inspector or inspectors shall make a report
in writing of any challenge or question or matter determined by him or them and execute a
certificate of any fact found by him or them. Any report or certificate made by him or them
is prima facie evidence of the facts stated herein. The inspector or inspectors of election
shall perform his or their duties impartially, in good faith, to the best of his or their
ability and as expeditiously as is practical.



     Section 12. Conduct of Meetings.




     (a) Unless determined otherwise by the board of directors, the chairman of the board of
the corporation shall act as chairman at all meetings of shareholders and the secretary or
an assistant secretary of the corporation shall act as secretary at all meetings of
shareholders.




     (b) The board of directors of the corporation may, to the extent not prohibited by
applicable law, establish such rules or regulations for the conduct of meetings of
shareholders as it shall deem necessary, appropriate or convenient. Subject to such rules
and regulations of the board of directors, if any, the chairman of the meeting shall have
the right and authority to prescribe such rules, regulations and procedures and to do all
such acts as, in the judgment of such chairman, are necessary, appropriate or convenient for
the proper conduct of the meeting. Such rules, regulations and procedures, whether adopted
by the board or the chairman of the meeting, may, to the extent not prohibited by applicable
law, include, without limitation, the following: (i) establishment of an agenda or order of
business for the meeting, (ii) rules and procedures for maintaining order at the meeting and
the safety of those present, (iii) rules and procedures for dismissal of business not
properly submitted (including but in no way limited to matters described in Section 6 of
this Article), (iv) limitations on attendance at or participation in such meeting to
shareholders of record of the corporation and their duly authorized and constituted proxies
and such other persons as the chairman shall permit, (v) restrictions on entry to the
meeting after the time fixed for the commencement thereof, (vi) limitations on the time
allotted for questions or comments by participants and (vii) regulation of the opening and
closing of the polls for balloting and matters which are to be voted on by ballot. Unless
and to the extent determined by the board of directors or the chairman of the meeting,
meetings of shareholders shall not be required to be held in accordance with rules of
parliamentary procedure.



     Section 13. Attendance by Electronic Means. If and to the extent authorized
by the board, a shareholder or the shareholder’s proxy not physically present at a shareholders
meeting may attend the meeting by electronic or other means of remote communication that allows the
shareholder or proxy (a) to read or to hear the meeting proceedings substantially concurrently as
the proceedings occur, (b) to be read or to be heard substantially concurrently as the shareholder
or proxy communicates, and (c) to vote on matters to which the shareholders or proxy is entitled to
vote.



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ARTICLE 3 — BOARD OF DIRECTORS




     Section 1. General Powers. The business and affairs of the corporation shall
be managed under the direction of the board of directors except as otherwise provided by the
articles of incorporation or by applicable law.



     Section 2. Number, Term and Qualification. The number of directors of the
corporation shall be not less than seven nor more than 11 individuals. The number of directors
within the maximum and minimum shall be determined from time to time by resolution adopted by the
board of directors or the shareholders of the corporation. In the absence of such resolution, the
number of directors elected at the meeting shall constitute the number of directors of the
corporation until the next annual meeting of shareholders, unless the number is changed prior to
such meeting by action of the board of directors. Each director’s term shall expire at the annual
meeting next following the director’s election as a director, provided that, notwithstanding the
expiration of the term of the director, the director shall continue to hold office until a
successor is elected and qualifies or until his death, resignation, removal or disqualification or
until there is a decrease in the number of directors. The term of a director elected to fill a
vacancy expires at the next annual meeting of shareholders. Directors need not be residents of the
state of North Carolina or shareholders of the corporation unless the articles of incorporation so provide.



     Section 3. Removal. Directors may be removed from office with or without
cause (unless the articles of incorporation provide that directors may be removed only for cause),
provided the notice of the shareholders’ meeting at which such action is to be taken states that a
purpose of the meeting is removal of the director and the number of votes cast to remove the
director exceeds the number of votes cast not to remove the director.



     Section 4. Vacancies. Except as otherwise provided in the articles of
incorporation, a vacancy occurring in the board of directors, including, without limitation, a
vacancy resulting from an increase in the number of directors or from the failure by the
shareholders to elect the full authorized number of directors, may be filled by a majority of the
remaining directors or by the sole director remaining in office. The shareholders may elect a
director at any time to fill a vacancy not filled by the directors. A director elected to fill a
vacancy shall be elected for the unexpired term of his predecessor in office.



     Section 5. Compensation. The board of directors may compensate directors for
their services as such and may provide for the payment of expenses incurred by the directors in
connection with such services. Any director may serve the corporation in any other capacity and
receive compensation therefor.



     Section 6. Chairman and Vice Chairman of the Board of Directors. The
chairman of the board of directors shall be elected by the board of directors from among its
members, shall preside at meetings of the board of directors and shall have such other authority
and perform such other duties as the board of directors shall designate. The vice chairman, if
elected, shall have such authority and perform such duties as the board of directors shall
designate.



ARTICLE 4 — MEETINGS OF DIRECTORS




     Section 1. Annual and Regular Meetings. The annual meeting of the board of
directors shall be held on the same day as the annual meeting of the shareholders, or at such other
date, time and place as the board of directors may determine. The board of directors may by
resolution provide for the holding of regular meetings of the board on specified dates and at
specified times. If any date for which a regular meeting is scheduled shall be a legal holiday,
the meeting shall be held on a date designated in the notice of the meeting, if any, during either
the same week in which the regularly scheduled date falls or during the preceding or following
week, unless the board of directors determines otherwise. Regular meetings of the board shall be
held at the principal office of the corporation or at such other place as may be designated in the
notice or resolution, as applicable.



     Section 2. Special Meetings. Special meetings of the board of directors may
be called by or at the request of the chairman of the board, the chief executive officer, the
president, the secretary or any two directors. Such meetings may be held at the time and place
designated in the notice of the meeting.



5









 





     Section 3. Notice of Meetings; Waiver of Notice.




     (a) Unless the articles of incorporation provide otherwise, the annual and regular
meetings of the board of directors may be held without notice of the date, time, place or
purpose of the meeting. Each member of the board of directors shall be given notice by
telephone, telecopy, letter, electronic delivery or in person, stating the date, time and
place of each special meeting not less than two days before the meeting. Such notice need
not specify the purpose for which the meeting is called, unless required by applicable law,
the articles of incorporation or the bylaws.




     (b) A director may waive notice of any meeting before or after the date and time stated
in the notice. The waiver must be in writing, signed by the director entitled to the notice
and filed with the minutes or corporate records. In addition, attendance at or
participation by a director at a meeting shall constitute a waiver of notice of such
meeting, unless the director 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 later
vote for or assent to action taken at the meeting.



     Section 4. Quorum. Except as otherwise provided in the articles of
incorporation or the bylaws, a majority of the number of directors prescribed by or pursuant to the
bylaws, or if no number is prescribed, a majority of the number of directors in office immediately
before the meeting begins, shall constitute a quorum for the transaction of business at a meeting
of the board of directors.



     Section 5. Manner of Acting. Except as otherwise provided in the articles of
incorporation or the bylaws, the affirmative vote of a majority of the number of directors in
office immediately before the meeting begins and present at the meeting shall be the act of the
board of directors.



     Section 6. Presumption of Assent. A director of the corporation who is
present at a meeting of the board of directors or a committee of the board at which action on any
corporate matter is taken is deemed to have assented to the action taken unless he objects at the
beginning of the meeting (or promptly upon arrival) to holding, or transacting business at, the
meeting, or unless his dissent or abstention from the action taken is entered in the minutes of the
meeting or unless he shall file written notice of his dissent or abstention to such action with the
presiding officer of the meeting before its adjournment or with the corporation immediately after
adjournment of the meeting. The right of dissent or abstention shall not apply to a director who
voted in favor of such action.



     Section 7. Action Without Meeting. Unless otherwise provided in the articles
of incorporation or the bylaws, action required or permitted to be taken at a meeting of the board
of directors may be taken without a meeting if the action is taken by all members of the board.
The action must be evidenced by one or more written consents signed by each director before or
after such action, describing the action taken, and included in the minutes or filed with the
corporate records. A director’s consent to action taken without meeting may be in electronic form
and delivered by electronic means. Action taken without a meeting is effective when the last
director signs the consent, unless the consent specifies a different effective date.



     Section 8. Meeting by Communications Device. Unless otherwise provided by
the articles of incorporation, the bylaws or the board, 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.



6









 





ARTICLE 5 — COMMITTEES




     Section 1. Election and Powers. Unless otherwise provided by the articles of
incorporation or the bylaws, a majority of the board of directors may create one or more committees
and appoint two or more directors to serve at the pleasure of the board on each such committee. To
the extent specified by the board of directors or in the articles of incorporation or the bylaws,
each committee shall have and may exercise the powers of the board in the management of the
business and affairs of the corporation, except that no committee shall have authority to do the
following:




     (a) Authorize distributions.




     (b) Approve or propose to shareholders action required to be approved by shareholders.




     (c) Fill vacancies on the board of directors or on any of its committees.




     (d) Amend the articles of incorporation.




     (e) Adopt, amend or repeal the bylaws.




     (f) Approve a plan of merger not requiring shareholder approval.




     (g) Authorize or approve the reacquisition of shares, except according to a formula or
method prescribed by the board of directors.




     (h) Authorize or approve the issuance, 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 2. Removal; Vacancies. Any member of a committee may be removed at
any time with or without cause, and vacancies in the membership of a committee by means of death,
resignation, disqualification or removal shall be filled by a majority of the whole board of
directors.



     Section 3. General Committee Matters. The provisions of Article 4 governing
meetings of the board of directors, action without meeting, notice, waiver of notice and quorum and
voting requirements shall apply to the committees of the board and its members.



     Section 4. Minutes. Each committee shall keep minutes of its proceedings and
shall report thereon to the board of directors at or before the next meeting of the board.



ARTICLE 6 — OFFICERS




     Section 1. Titles. The officers of the corporation shall be a chief
executive officer, a president, a vice president, a secretary and a treasurer and may include an
executive vice president, one or more additional vice presidents, a controller, one or more
assistant secretaries, one or more assistant treasurers, one or more assistant controllers, and
such other officers as the board may from time to time elect or as may otherwise be elected
pursuant to this Article. The officers shall have the authority and perform the duties as set
forth herein or as from time to time may be prescribed by the board of directors, a duly designated
committee of the board or by the chief executive officer (to the extent that the chief executive
officer is authorized by the board of directors or a duly designated board committee to prescribe
the authority and duties of officers). Any two or more offices may be held by the same individual,
but no officer may act in more than one capacity where action of two or more officers is required.



     Section 2. Election and Appointment; Term. The officers of the corporation
shall be elected from time to time by the board of directors or a duly designated committee of the
board or appointed from time to time by the chief executive officer (to the extent that the chief
executive officer is authorized by the board or a duly designated



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board committee to appoint officers). Each officer shall hold office until a successor is elected
and qualified, or until his resignation, retirement, death, removal or disqualification.




     Section 3. Removal. The board of directors may remove or terminate any
officer at any time with or without cause. In addition, any officer other than the chief executive
officer may be removed or terminated at any time with or without cause by a duly designated
committee of the board or by a superior officer. Removal, resignation or termination of an officer
shall be without prejudice to the contract rights, if any, of the person so removed.



     Section 4. Vacancies. Vacancies among the officers may be filled and new
offices may be created and filled by the board of directors, by a duly designated committee of the
board or by the chief executive officer (to the extent authorized by the board or a duly designated
board committee).



     Section 5. Compensation. The compensation of the officers shall be fixed by
the board of directors or by or under the direction of a duly designated committee of the board or
other officer or officers designated by the board or a duly designated board committee.



     Section 6. Chief Executive Officer. The chief executive officer shall have
full executive powers, shall be the principal executive officer of the corporation, shall have and
exercise all powers, duties and authority incident to the office of chief executive officer and
shall, subject to the direction and control of the board, supervise, direct and control the
management of the corporation in accordance with these bylaws.



     Section 7. President. In the absence of the chief executive officer and
unless otherwise determined by the board, the president shall be in general charge of the affairs
of the corporation in the ordinary course of its business and shall preside at meetings of the
shareholders. The president may perform such acts, not inconsistent with applicable law or the
provisions of these bylaws, as may be performed by the president of a corporation. The president
shall have such other powers and perform such other duties as the board of directors shall
designate or as may be provided by applicable law or elsewhere in these bylaws.



     Section 8. Other Officers. Each other officer shall have such title or
titles, perform such duties and exercise such powers as may be incident to his office or prescribed
by the board or, with respect to offices other than the chief executive officer (and except as
otherwise determined by the board), by the board, a duly designated committee of the board or the
chief executive officer.



     Section 9. Bonds. The board of directors may by resolution require any or
all officers, agents and employees of the corporation to give bond to the corporation, with
sufficient sureties, conditioned on the faithful performance of the duties of their respective
offices or positions, and to comply with such other conditions as may from time to time be required
by the board of directors.



     Section 10. Voting Upon Stocks. Unless otherwise ordered by the board of
directors, the chief executive officer shall have full power and authority in behalf of the
corporation to attend, act and vote at meetings of the shareholders of any corporation in which
this corporation may hold stock, and at such meetings shall possess and may exercise any and all
rights and powers incident to the ownership of such stock and which, as the owner, the corporation
might have possessed and exercised if present. The board of directors may by resolution from time
to time confer such power and authority upon any other person or persons.



ARTICLE 7 — CERTIFICATES FOR SHARES AND THEIR TRANSFER




     Section 1. Certificates for Shares and Stock Transfer Records.




     (a) 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 be in such form as
required by applicable law and as determined by the board of directors. Certificates shall
be signed, either manually or in facsimile, (i) by the chief executive officer, the
president or a vice president and by the secretary, assistant secretary, treasurer or
assistant



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treasurer, or (ii) by any two officers designated by the board of directors. All
certificates for shares shall be consecutively numbered or otherwise identified and entered
into the stock transfer records of the corporation. When shares are represented by
certificates, the corporation shall issue and deliver to each shareholder to whom such
shares have been issued or transferred, certificates representing the shares owned by such
shareholder. When shares are not represented by certificates, then, within a reasonable
time after the issuance or transfer of such shares, the corporation shall send the
shareholder to whom such shares have been issued or transferred a written statement of the
information required by applicable law. Unless otherwise provided by applicable law, the
articles of incorporation, bylaws or any other instrument the rights and obligations of
shareholders are identical, whether or not their shares are represented by certificates.




     (b) The corporation shall keep, or cause one or more stock transfer agents to keep, the
stock transfer records of the corporation, which shall reflect the name and address of each
shareholder of record, the number and class or series of shares issued to each shareholder
of record and the date of issue of each such share. The board of directors may designate a
registrar to register each certificate that is issued either manually or by use of a
facsimile signature.



     Section 2. Regulations. The board of directors may make rules and
regulations as it deems expedient concerning the issue, transfer and registration of shares of
capital stock of the corporation.



     Section 3. Fixing Record Date. For the purpose of determining shareholders
entitled to notice of or to vote at any meeting of shareholders, or entitled to receive payment of
any dividend, or in order to make a determination of shareholders for any other purpose, the board
of directors may fix in advance a date as the record date for the determination of shareholders.
The record date shall be not more than 70 days before the meeting or action requiring a
determination of shareholders. A determination of shareholders entitled to notice of or to vote at
a shareholders’ meeting shall be effective for any adjournment of the meeting unless the board of
directors fixes a new record date, which it shall do if the meeting is adjourned to a date more
than 120 days after the date fixed for the original meeting. If no record date is fixed by the
board of directors for the determination of shareholders entitled to notice of or to vote at a
meeting of shareholders, the close of business on the day before the date the first notice of the
meeting is delivered to shareholders shall be the record date for such determination of
shareholders. The board of directors may fix a date as the record date for determining
shareholders entitled to a distribution or share dividend. If no record date is fixed by the board
of directors for such determination, the record date shall be the date the board of directors
authorizes the distribution or share dividend. If no record date is fixed for action without a
meeting, the record date for determining shareholders entitled to take action without a meeting
shall be the date the first shareholder signs a consent to the action taken.



     Section 4. Lost, Stolen or Destroyed Certificates. The board of directors
may authorize the issuance of a new certificate in place of a certificate claimed to have been
lost, destroyed or wrongfully taken, upon receipt of (a) an affidavit from the person explaining
the loss, destruction or wrongful taking, and (b) a bond from the claimant in a sum as the
corporation may reasonably direct to indemnify the corporation against loss from any claim with
respect to the certificate claimed to have been lost, destroyed or wrongfully taken. The board of
directors may, in its discretion, waive the affidavit and bond and authorize the issuance of a new
certificate in place of a certificate claimed to have been lost, destroyed or wrongfully taken.



ARTICLE 8 — INDEMNIFICATION OF DIRECTORS AND OFFICERS




     Section 1. Indemnification Provisions. Any person who at any time serves or
has served as a director or officer of the corporation or of any wholly owned subsidiary of the
corporation, or in such capacity at the request of the corporation for any other foreign or
domestic corporation, partnership, joint venture, trust or other enterprise, or as a trustee or
administrator under any employee benefit plan of the corporation or of any wholly owned subsidiary
thereof (a “Claimant”), shall have the right to be indemnified and held harmless by the corporation
to the fullest extent from time to time permitted by law against all liabilities and litigation
expenses (as hereinafter defined) in the event a claim shall be made or threatened against that
person in, or that person is made or threatened to be made a party to, any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or investigative, and
whether or not brought by or on behalf of the corporation, including all appeals therefrom (a



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“proceeding”), arising out of such service; provided, that such indemnification shall not be
effective with respect to (a) that portion of any liabilities or litigation expenses with respect
to which the Claimant is entitled to receive payment under any insurance policy or (b) any
liabilities or litigation expenses incurred on account of any of the Claimant’s activities which
were at the time taken known or believed by the Claimant to be clearly in conflict with the best
interests of the corporation.




     Section 2. Definitions. As used in this Article, (a) “liabilities” shall
include, without limitation, (i) payments in satisfaction of any judgment, money decree, excise
tax, fine or penalty for which Claimant had become liable in any proceeding and (ii) payments in
settlement of any such proceeding subject, however, to Section 3 of this Article 8; (b) “litigation
expenses” shall include, without limitation, (i) reasonable costs and expenses and attorneys’ fees
and expenses actually incurred by the Claimant in connection with any proceeding and (ii)
reasonable costs and expenses and attorneys’ fees and expenses in connection with the enforcement
of rights to the indemnification granted hereby or by applicable law, if such enforcement is
successful in whole or in part; and (c) “disinterested directors” shall mean directors who are not
party to the proceeding in question.



     Section 3. Settlements. The corporation shall not be liable to indemnify the
Claimant for any amounts paid in settlement of any proceeding effected without the corporation’s
written consent. The corporation will not unreasonably withhold its consent to any proposed
settlement.



     Section 4. Litigation Expense Advances.




     (a) Except as provided in subsection (b) below, any litigation expenses shall be
advanced to any Claimant within 30 days of receipt by the secretary of the corporation of a
demand therefor, together with an undertaking by or on behalf of the Claimant to repay to
the corporation such amount unless it is ultimately determined that the Claimant is entitled
to be indemnified by the corporation against such expenses. The secretary shall promptly
forward notice of the demand and undertaking immediately to all directors of the
corporation.




     (b) Within 10 days after mailing of notice to the directors pursuant to subsection (a)
above, any disinterested director may, if desired, call a meeting of all disinterested
directors to review the reasonableness of the expenses so requested. No advance shall be
made if a majority of the disinterested directors affirmatively determines that the item of
expense is unreasonable in amount; but if the disinterested directors determine that a
portion of the expense item is reasonable, the corporation shall advance such portion.




     (c) Without limiting the rights contained in subsection (a) above, the board of
directors may take action to advance any litigation expenses to a Claimant upon receipt of
an undertaking by or on behalf of the Claimant to repay to the corporation such amount
unless it is ultimately determined that the Claimant is entitled to be indemnified by the
corporation against such expenses.



     Section 5. Approval of Indemnification Payments. Except as provided in
Section 4 of this Article, the board of directors of the corporation shall take all such action as
may be necessary and appropriate to authorize the corporation to pay the indemnification required
by Section 1 of this Article, including, without limitation, making a good faith evaluation of the
manner in which the Claimant acted and of the reasonable amount of indemnity due the Claimant. In
taking any such action, any Claimant who is a director of the corporation shall not be entitled to
vote on any matter concerning such Claimant’s right to indemnification.



     Section 6. Suits by Claimant. No Claimant shall be entitled to bring suit
against the corporation to enforce his rights under this Article until 60 days after a written
claim has been received by the corporation, together with any undertaking to repay as required by
Section 4 of this Article. It shall be a defense to any such action that the Claimant’s
liabilities or litigation expenses were incurred on account of activities described in clause (b)
of Section 1, but the burden of proving this defense shall be on the corporation. Neither the
failure of the corporation to determine that indemnification of the Claimant is proper, nor
determination by the corporation that indemnification is not due because of application of clause
(b) of Section 1, shall be a defense to the action or create a presumption that the Claimant has
not met the applicable standard of conduct.



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     Section 7. Consideration; Personal Representatives and Other Remedies. Any
Claimant who during such time as this Article or corresponding provisions of predecessor bylaws is
or has been in effect serves or has served in any of the capacities described in Section 1 shall be
deemed to be doing so or to have done so in reliance upon, and as consideration for, the right of
indemnification provided herein or therein. The right of indemnification provided herein or
therein shall inure to the benefit of the legal representatives of any Claimant hereunder, and the
right shall not be exclusive of any other rights to which the Claimant or legal representative may
be entitled apart from this Article.



     Section 8. Scope of Indemnification Rights. The rights granted herein shall
not be limited by the provisions of Section 55-8-51 of the North Carolina General Statutes or any
successor statute.



ARTICLE 9 — GENERAL PROVISIONS




     Section 1. Dividends and other Distributions. The board of directors may
from time to time declare and the corporation may pay dividends or make other distributions with
respect to its outstanding shares in the manner and upon the terms and conditions provided by the
articles of incorporation or the bylaws.



     Section 2. Seal. The seal of the corporation shall be any form approved from
time to time or at any time by the board of directors.



     Section 3. Contracts; Loans; Checks; Deposits.




     (a) The board of directors may authorize such officers as it deems appropriate to enter
into any contract or execute and deliver any instrument on behalf of the corporation, and
such authority may be general or confined to specific instances. In addition, unless the
board determines otherwise, each officer shall have such authority as may be incident to his
particular office to enter into contracts and execute and deliver instruments on behalf of
the corporation.




     (b) No loans shall be contracted on behalf of the corporation and no evidence of
indebtedness on behalf of the corporation shall be issued in its name unless authorized by
the board of directors. Such authority may be general or confined to specific instances.




     (c) All checks, drafts or orders for the payment of money issued in the name of the
corporation shall be signed by the officer or officers or other individuals that the board
of directors or the chief executive officer may from time to time designate.




     (d) All funds of the corporation not otherwise employed shall be deposited from time to
time to the credit of the corporation in such depositories as may be selected by or under
the authority of the board of directors.



     Section 4. Fiscal Year. The fiscal year of the corporation shall be fixed by
the board of directors.



     Section 5. Amendments. Unless otherwise provided in the articles of
incorporation or a bylaw adopted by the shareholders or by law, these bylaws may be amended or
repealed by the board of directors, except that a bylaw adopted, amended or repealed by the
shareholders may not be readopted, amended or repealed by the board of directors if neither the
articles of incorporation nor a bylaw adopted by the shareholders authorizes the board of directors
to adopt, amend or repeal that particular bylaw or the bylaws generally. These bylaws may be
amended or repealed by the shareholders even though the bylaws may also be amended or repealed by
the board of directors. A bylaw that fixes a greater quorum or voting requirement for the board of
directors may be amended or repealed (a) if originally adopted by the shareholders, only by the
shareholders, unless such bylaw as originally adopted by the shareholders provides that such bylaw
may be amended or repealed by the board of directors or (b) if originally adopted by the board of
directors, either by the shareholders or by the board of directors. A bylaw that fixes a greater
quorum or voting requirement may not be adopted by the board of directors by a vote less than a
majority of the directors then in office and may not itself be amended by a quorum or vote of the
directors less than the quorum or vote prescribed in such bylaw or prescribed by the shareholders.



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     Section 6. Applicability of Antitakeover Statutes. The provisions of
Articles 9 and 9A of Chapter 55 of the North Carolina General Statutes shall not be applicable to
the corporation.



     Section 7. Definitions. Unless the context otherwise requires, terms used in
these bylaws shall have the meanings assigned to them in the North Carolina Business Corporation
Act to the extent defined therein. In addition, without limiting the effect of the foregoing, the
term “applicable law” used in these bylaws shall refer to any applicable laws, rules or
regulations, including but not limited to the North Carolina Business Corporation Act, applicable
federal securities laws, rules and regulations and the rules and regulations of any applicable
stock exchange or listing organization.




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