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a meeting to approve a plan of merger or exchange) nor more than 60 days before the date of themeeting, either personally or by mail, by or at the direction of the President, the Secretary orthe officer or other person calling the meeting, to each shareholder of record entitled to vote atsuch meeting. If mailed, such notice shall be deemed to be delivered when deposited in the UnitedStates mail, addressed to the shareholder at his or its address as it appears on the share transferrecords of the Corporation, with postage prepaid.Section 5. Quorum. A quorum shall be present at a meeting of shareholders if the holder orholders of a majority of the shares entitled to vote are present in person, represented by dulyauthorized representative in the case of a corporation or other legal entity or represented byproxy, unless otherwise provided in the Articles of Incorporation. Unless otherwise provided in theArticles of Incorporation or these bylaws, once a quorum is present at a duly constituted meetingof shareholders, the shareholders present or represented at the meeting may conduct such businessas may be properly brought before the meeting until it is adjourned, and the subsequent withdrawalfrom the meeting of any shareholder present or represented shall not affect the presence of aquorum at the meeting. Unless otherwise provided in the Articles of Incorporation or these bylaws,the shareholders entitled to vote and present or represented at a meeting of shareholders at whicha quorum is not present may adjourn the meeting until such time and to such place as may bedetermined by a vote of the holders of a majority of the shares represented at the meeting. At suchadjourned meeting at which a quorum shall be present or represented, any business may be conductedwhich might have been conducted at the meeting as originally notified.Section 6. Voting. With respect to any matter, other than the election of directors or amatter for which the affirmative vote of the holders of a specified portion of the shares isrequired by statute, the affirmative vote of the holders of a majority of the shares entitled tovote on that matter and represented at a meeting of shareholders at which a quorum is presentshall be the act of the shareholders, unless otherwise provided in the Articles of Incorporationor these bylaws. Unless otherwise provided in the Articles of Incorporation of these bylaws,directors shall be elected by a plurality of the votes cast by the holders of shares entitled tovote in the election of directors at a meeting of shareholders at which a quorum is present.Section 7. Method of Voting. Each outstanding share shall be entitled to one vote on eachmatter submitted to a vote at a meeting of shareholders, except to the extent that the Articles ofIncorporation provide for more or less than one vote per share or limit or deny voting rights tothe holders of the shares of any class or series or as otherwise provided by statute. Ashareholder may vote in person, by duly authorized representative in the case of a corporation orother legal entity or by proxy executed in writing by the shareholder or by his or its dulyauthorized attorney-in-fact. Each proxy shall be filed with the Secretary of the Corporation priorto the time of the meeting.Section 8. Action Without Meeting. Unless otherwise provided in the Articles ofIncorporation, any action required or permitted to be taken at any meeting of the
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shareholders may be taken without a meeting, without prior notice and without a vote, if aconsent or consents in writing, setting forth the action so taken, shall have been signed by theholder or holders of all the shares entitled to vote with respect to the action that is thesubject of the consent.ARTICLE IIIDIRECTORSSection 1. Responsibilities. The powers of the Corporation shall be exercised by or underthe authority of, and the business and affairs of the Corporation shall be managed under thedirection of, its Board of Directors.Section 2. Number: Term. The number of directors shall be fixed from time to time by theBoard of Directors or by the shareholders at the annual or a special meeting; provided, however,that no decrease in the number of directors shall have the effect of shortening the term of anincumbent director and in no event shall the number of directors be less than 2 nor more than 10.The directors shall be elected at the annual meeting of the shareholders, except as provided inSection 3 below. At each annual meeting, the holders of shares entitled to vote in the election ofdirectors shall elect directors to hold office until the next succeeding annual meeting. Unlessremoved in accordance with the Articles of Incorporation or this Section, each director electedshall hold office for the term for which he is elected and until his successor shall have beenelected and qualified. Directors need not be residents of the State of Delaware or shareholders ofthe Corporation. At any meeting of shareholders called expressly for that purpose, any director orthe entire Board of Directors may be removed, with or without cause, by the affirmative vote of theholder or holders of a majority of the shares then entitled to vote at an election of directors.Section 3. Vacancies: Increases. Any vacancy occurring in the Board of Directors (bydeath, resignation, removal or otherwise) may be filled by election at an annual or specialmeeting of shareholders called for that purpose, by the affirmative vote of a majority of theremaining directors then in office, though less than a quorum, or by a sole remaining director.Each director elected to fill a vacancy shall be elected for the unexpired term of his predecessorin office. Any directorship to be filled by reason of an increase in the number of directors maybe filled by election at an annual or special meeting of shareholders called for that purpose orby the Board of Directors for a term of office continuing only until the next election of one ormore directors by the shareholders; provided, however, that the Board of Directors may not fillmore than two such directorships during the period between any two successive annual meetings ofshareholders.Section 4. Place of meetings. Meetings of the Board of Directors, regular or special, maybe held either within or without the State of Delaware.
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Section 5. Regular Meetings. Regular meetings of the Board of Directors may be held atsuch time and at such place as shall from time to time be determined by the Board-of Directors.Regular meetings of the Board of Directors may be held without notice.Section 6. Special Meetings. Special meetings of the Board of Directors may be called bythe Chairman of the Board of by the President and shall be called by the Secretary on the writtenrequest of at least two directors. Written notice specifying the time and place of specialmeetings shall be given to each director at least three days before the date of the meeting. Suchnotice may, but need not, specify the purpose or purposes of the meeting.Section 7. Quorum: Majority Vote. At all meetings, a majority of the number of thedirectors fixed in the manner provided in these bylaws shall constitute a quorum for thetransaction of business unless a greater number is specifically required by statute or provided inthe Articles of Incorporation or these bylaws. The act of a majority of the directors present at ameeting at which a quorum is present shall be the act of the Board of Directors, except asotherwise specifically required by statute or provided in the Articles of Incorporation or thesebylaws, in which case the express provision shall control. If a quorum shall not be present at anymeeting of the Board of Directors, the directors present thereat may adjourn the meeting from timeto time, without notice other than announcement at the meeting, until a quorum shall be present.Section 8. Minutes. The Board of Directors shall keep regular minutes of itsproceedings. The minutes shall be placed in the minute book of the Corporation.Section 9. Committees. The Board of Directors, by resolution adopted by a majority of the fullBoard of Directors, may designate from among its members an executive committee and one or moreother committees, each of which shall be comprised of one or more members, and may designate oneor more of its members as alternate members of any committee, who may, subject to any limitationsimposed by the Board of Directors, replace absent or disqualified members, at any meeting of thatcommittee. Any such committee, to the extent provided in such resolution or in the Articles ofIncorporation or these bylaws, shall have and may exercise all of the authority of the Board ofDirectors, except as otherwise provided by statute. The designation of such committee and thedelegation thereto of authority shall not operate to relieve the Board of Directors, or any memberthereof, of any responsibility imposed by law. Such committee or committees shall have such nameor names as may be determined from time to time by resolution adopted by the Board of Directors.Section 10. Committee Minutes. Each committee shall keep regular minutes of its meetingsand report the same to the Board of Directors when required. Such minutes shall be place in theminute book of the Corporation.Section 11. Action Without Meeting. Unless otherwise restricted by the Articles ofIncorporation or these bylaws, any action required or permitted to be taken at a meeting of theBoard of Directors or any committee may be taken without a meeting if a consent
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in writing, setting forth the action so taken, is signed by all the members of the Board ofDirectors or committee, as the case may be. Such consent shall have the same forehand effect as aunanimous vote at a meeting.ARTICLE IVNOTICESSection 1. Method. Whenever by statute, the Articles of Incorporation, these bylaws orotherwise, notice is required to be given to a director or shareholder, and no provision is made asto how the notice shall be given, it shall not be construed to be personal notice, but any suchnotice may be given: (a) in writing, by mail, postage prepaid, addressed to the director at thelast address known by the Corporation for such director or shareholder at the address appearing onthe share transfer records of the Corporation, or (b) in any other method permitted by law. Anynotice required or permitted to be given by mail shall be deemed given at the time when the same isdeposited in the United States mail.Section 2. Waiver. Whenever by statute, the Articles of Incorporation or these bylaws, anynotice is required to be given to a director or shareholder, a waiver thereof in writing, signedby the person or persons entitled to such notice, or in the case of a corporation or other legalentity by its duly authorized representative, whether before or after the time stated therein,shall be equivalent to the giving of such notice.ARTICLE VOFFICERSSection 1. Number. The officers of the Corporation shall consist of a President and aSecretary, each of whom shall be elected by the Board of Directors. The Board of Directors mayalso elect such other officers as they deem necessary or desirable, including a Chairman of theBoard, a Treasurer, a Controller and one or more Vice Presidents, Assistant Vice Presidents,Assistant Secretaries, Assistant Treasurers and Assistant Controllers. All officers of theCorporation shall hold office at the pleasure of the Board of Directors. The same person may atthe discretion of the Board of Directors, hold any two or more offices.Section 2. Appointed Officers. The President may appoint such other officers, authorizedsigners, and agents as he shall deem necessary or desirable who shall hold their offices for suchterms as the President shall determine.Section 3. Removal. Any officer elected by the Board of Directors may be removed by theBoard of Directors whenever in its judgment the best interests of the Corporation will be servedthereby.
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Section 4. Compensation. The compensation of all officers and agents of the Corporation whoare also directors of the Corporation shall be fixed by the Board of Directors. The Board ofDirectors may delegate the power to fix the compensation of all other officers and agents of theCorporation to an officer of the Corporation.Section 5. Duties. The officers of the Corporation, whether elected or appointed, shallhave such authority and shall perform such duties as are customarily incident to their respectiveoffices, or as may be specified from time to time by resolution of the Board of Directorsregardless of whether such authority and duties are customarily incident to such office.ARTICLE VICERTIFICATE OF STOCKEvery holder of stock in the Corporation shall be entitled to have a certificate signed by, or inthe name of, the Corporation, by the President or the Vice President, and by the Secretary or anAssistant Secretary of the Corporation, certifying the number of shares owned by him in theCorporation.ARTICLE VIIINDEMNIFICATION OF DIRECTORS AND OFFICERSEach person who is or was a director, officer, employee or agent of the Corporation, or is or wasserving at the request of the Corporation as a director, officer, partner, venturer, proprietor,trustee, employee, agent or similar functionary of another corporation, partnership, jointventure, sole proprietorship, trust or other enterprise or employee benefit plan (including heheirs, executors, administrators or estate of such person) shall be indemnified by the Corporationto the fullest extent that a corporation is required or permitted to grant indemnification to suchperson under the Delaware General Corporation Law, as the same exists or may hereafter be amended.Reasonable expenses incurred by a director, officer, employee or agent of the Corporation who was,is or is threatened to be made a named defendant or respondent in a proceeding shall be paid orreimbursed by the Corporation, in advance of the final disposition of the proceeding, to themaximum extent permitted under Alabama law, as the same exists or may hereafter be amended. Theright to indemnification under this Article shall be a contract right. In the event of the deathof any person having a right of indemnification under this Article, such right will inure to thebenefit of his or her heirs, executors, administrators and personal representatives. The rightsunder this Article will not be exclusive of any other right which any person may have orhereinafter acquire under any statute, bylaw, resolution of shareholders of directors, agreementor otherwise.
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ARTICLE VIIIGENERAL PROVISIONSSection 1. Checks. All checks or demands for money and notes of the Corporation shall besigned by such officer or officers or such other person or persons as the Board of Directors mayfrom time to time designate.Section 2. Fiscal Year. The fiscal year of the Corporations shall be fixed byresolution of the Board of Directors.Section 3. Telephone and Similar Meetings. Unless otherwise restricted by the Articles ofIncorporation or these Bylaws, the shareholders, members of the Board of Directors or members ofany committee of the Board of Directors may participate in and hold a meeting of such shareholders,the Board of Directors or committee, as the case may be, by means of conference telephone orsimilar communications equipment by means of which all persons participating in the meeting canhear each other, and participation in such a meeting shall constitute presence in person at themeeting, except where a person participates in the meeting for the express purpose of objecting tothe transaction of any business on the ground that the meting is not lawfully called or convened.Section 4. Distributions and Share Dividends. Subject to statute and any provision of theArticles of Incorporation, distributions in the form of cash or property or share dividends may bedeclared by the Board of Directors at any regular or special meeting.Section 5. Amendment of Bylaws. Unless otherwise provided by law, the Articles ofIncorporation or these bylaws, these bylaws may be altered, amended or repealed, or new bylaws maybe adopted, by the shareholders or the Board of Directors, subject to the shareholders providingin amending, repealing or adopting a particular bylaw that it may not be amended or repealed bythe Board of Directors.
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