**EXHIBIT3.2**

 

**BYLAWS**

 

**OF**

 

**FIRSTBANKFINANCIAL SERVICES, INC.**

 

----

 

**BYLAWS**

**OF**

**FIRSTBANKFINANCIAL SERVICES, INC.**

 
|                                             |   |                             |   | ** ** |
|--------------------------------------------------|--------|----------------------------------|--------|------------|
|                                             |   |                             |
| ARTICLE  ONE OFFICES                             |   |                             |
|                                             |   |                             |   |       |
| ARTICLE  TWO SHAREHOLDERS’ MEETINGS         |   |                             |
|                                             |   |                             |   |       |
| 2.1                                              |   | ANNUAL MEETING                   |   |       |
| 2.2                                              |   | SPECIAL MEETINGS                 |   |       |
| 2.3                                              |   | PLACE                            |   |       |
| 2.4                                              |   | NOTICE                           |   |       |
| 2.5                                              |   | QUORUM                           |   |       |
| 2.6                                              |   | PROXIES; REQUIRED  VOTE          |   |       |
| 2.7                                              |   | PRESIDING OFFICER AND  SECRETARY |   |       |
| 2.8                                              |   | SHAREHOLDER LIST                 |   |       |
| 2.9                                              |   | ACTION IN LIEU OF  MEETING       |   |       |
|                                             |   |                             |   |       |
| ARTICLE  THREE DIRECTORS                         |   |                             |
|                                             |   |                             |   |       |
| 3.1                                              |   | MANAGEMENT                       |   |       |
| 3.2                                              |   | NUMBER OF DIRECTORS              |   |       |
| 3.3                                              |   | VACANCIES                        |   |       |
| 3.4                                              |   | ELECTION OF DIRECTORS            |   |       |
| 3.5                                              |   | REMOVAL                          |   |       |
| 3.6                                              |   | RESIGNATION                      |   |       |
| 3.7                                              |   | COMPENSATION                     |   |       |
| 3.8                                              |   | HONORARY AND ADVISORY  DIRECTORS |   |       |
| 3.9                                              |   | NOMINATION OF  DIRECTORS         |   |       |
|                                             |   |                             |   |       |
| ARTICLE  FOUR committees                         |   |                             |
|                                             |   |                             |
| 4.1                                              |   | EXECUTIVE COMMITTEE              |   |       |
| 4.2                                              |   | OTHER COMMITTEES                 |   |       |
|                                             |   |                             |   |       |
| ARTICLE  FIVE MEETINGS OF THE BOARD OF DIRECTORS |   |                             |
|                                             |   |                             |   |       |
| 5.1                                              |   | TIME AND PLACE                   |   |       |
| 5.2                                              |   | REGULAR MEETINGS                 |   |       |
| 5.3                                              |   | SPECIAL MEETINGS                 |   |       |
| 5.4                                              |   | CONTENT AND WAIVER OF  NOTICE    |   |       |

 

i

----

 
| 5.5                                                       |   | QUORUM; PARTICIPATION  BY TELEPHONE                                                            |   |   |
|-----------------------------------------------------------|--------|------------------------------------------------------------------------------------------------|--------|--------|
| 5.6                                                       |   | TIE VOTES                                                                                      |   |   |
| 5.7                                                       |   | ACTION IN LIEU OF  MEETING                                                                     |   |   |
| 5.8                                                       |   | INTERESTED DIRECTORS  AND OFFICERS                                                             |   |   |
|                                                      |   |                                                                                           |   |   |
| ARTICLE  SIX OFFICERS, AGENTS AND EMPLOYEES               |   |                                                                                           |
|                                                      |   |                                                                                           |
| 6.1                                                       |   | GENERAL PROVISIONS                                                                             |   |   |
| 6.2                                                       |   | POWERS AND DUTIES OF  THE CHIEF EXECUTIVE OFFICER, THE CHAIRMAN OF THE BOARD AND THE PRESIDENT |   |   |
| 6.3                                                       |   | POWERS AND DUTIES OF  VICE PRESIDENTS                                                          |   |   |
| 6.4                                                       |   | POWERS AND DUTIES OF  THE SECRETARY                                                            |   |   |
| 6.5                                                       |   | POWERS AND DUTIES OF  THE TREASURER                                                            |   |   |
| 6.6                                                       |   | APPOINTMENT, POWERS  AND DUTIES OF ASSISTANT SECRETARIES                                       |   |   |
| 6.7                                                       |   | APPOINTMENT, POWERS AND  DUTIES OF ASSISTANT TREASURERS                                        |   |   |
| 6.8                                                       |   | DELEGATION OF DUTIES                                                                           |   |   |
|                                                      |   |                                                                                           |   |   |
| ARTICLE  SEVEN CAPITAL STOCK                              |   |                                                                                           |
|                                                      |   |                                                                                           |
| 7.1                                                       |   | CERTIFICATES                                                                                   |   |   |
| 7.2                                                       |   | SHAREHOLDER LIST                                                                               |   |   |
| 7.3                                                       |   | TRANSFER OF SHARES                                                                             |   |   |
| 7.4                                                       |   | RECORD DATES                                                                                   |   |   |
| 7.5                                                       |   | REGISTERED OWNER                                                                               |   |   |
| 7.6                                                       |   | TRANSFER AGENT AND  REGISTRARS                                                                 |   |   |
| 7.7                                                       |   | LOST CERTIFICATES                                                                              |   |   |
| 7.8                                                       |   | FRACTIONAL SHARES OR  SCRIP                                                                    |   |   |
|                                                      |   |                                                                                           |   |   |
| ARTICLE  EIGHT BOOKS AND RECORDS; SEAL; ANNUAL STATEMENTS |   |                                                                                           |
|                                                      |   |                                                                                           |
| 8.1                                                       |   | INSPECTION OF BOOKS  AND RECORDS                                                               |   |   |
| 8.2                                                       |   | SEAL                                                                                           |   |   |
| 8.3                                                       |   | ANNUAL STATEMENTS                                                                              |   |   |
|                                                      |   |                                                                                           |   |   |
| ARTICLE  NINE INDEMNIFICATION                             |   |                                                                                           |
|                                                      |   |                                                                                           |
| 9.1                                                       |   | AUTHORITY TO  INDEMNIFY                                                                        |   |   |
| 9.2                                                       |   | MANDATORY  INDEMNIFICATION                                                                     |   |   |
| 9.3                                                       |   | ADVANCE FOR EXPENSES                                                                           |   |   |
| 9.4                                                       |   | COURT-ORDERED  INDEMNIFICATION AND ADVANCES FOR EXPENSES                                       |   |   |
| 9.5                                                       |   | DETERMINATION OF  INDEMNIFICATION                                                              |   |   |
| 9.6                                                       |   | AUTHORIZATION OF  INDEMNIFICATION                                                              |   |   |
| 9.7                                                       |   | OTHER RIGHTS                                                                                   |   |   |
| 9.8                                                       |   | INSURANCE                                                                                      |   |   |
| 9.9                                                       |   | INDEMNIFICATION OF  EMPLOYEES AND AGENTS                                                       |   |   |
| 9.10                                                      |   | CONTINUATION OF  EXPENSES                                                                      |   |   |
| 9.11                                                      |   |  INDEMNIFICATION FOR REGULATORY ACTIONS                                                   |   |   |

 

ii

----

 
| ARTICLE  TEN NOTICES: WAIVERS OF NOTICE     |   |                                         |
|---------------------------------------------|--------|----------------------------------------------|
|                                        |   |                                         |
| 10.1                                        |   | NOTICES                                      |   |   |
| 10.2                                        |   | WAIVERS OF NOTICE                            |   |   |
|                                        |   |                                         |   |   |
| ARTICLE  ELEVEN EMERGENCY POWERS            |   |                                         |
|                                        |   |                                         |   |   |
| 11.1                                        |   | BYLAWS                                       |   |   |
| 11.2                                        |   | LINES OF SUCCESSION                          |   |   |
| 11.3                                        |   | HEAD OFFICE                                  |   |   |
| 11.4                                        |   | PERIOD OF  EFFECTIVENESS                     |   |   |
| 11.5                                        |   | NOTICES                                      |   |   |
| 11.6                                        |   | OFFICERS AS DIRECTORS  PRO TEMPORE           |   |   |
| 11.7                                        |   | LIABILITY OF  OFFICERS, DIRECTORS AND AGENTS |   |   |
|                                        |   |                                         |   |   |
| ARTICLE  TWELVE CHECKS, NOTES, DRAFTS, ETC. |   |                                         |
|                                        |   |                                         |   |   |
| ARTICLE  THIRTEEN AMENDMENTS                |   |                                         |

 

iii

----

 

BYLAWS

OF

FIRSTBANK FINANCIAL SERVICES, INC.

 

ARTICLE ONE

OFFICES

 

The corporation shall atall times maintain its principal office in McDonough, Georgia, its registeredoffice in the State of Georgia and its registered agent at that address, but itmay have other offices located within or outside the State of Georgia as theboard of directors may determine.

 

ARTICLE TWO

SHAREHOLDERS’MEETINGS

 

2.1           Annual Meeting.  Ameeting of shareholders of the corporation shall be held annually, within six (6) monthsafter the end of each fiscal year of the corporation.  The annual meetingshall be held at such time and place, and on such date, as the directors shalldetermine from time to time and as shall be specified in the notice of themeeting.

 

2.2           Special Meetings. Special meetings of the shareholders may be called at any time by thecorporation’s board of directors, its president, or by the corporation upon thewritten request of any one or more shareholders owning an aggregate of not lessthan twenty-five percent (25%) of the outstanding capital stock of thecorporation.  Special meetings shall be held at such a time and place andon such date as shall be specified in the notice of the meeting.

 

2.3           Place.  Annual or specialmeetings of shareholders may be held within or without the State of Georgia.

 

2.4           Notice.  Notice of annualor special shareholders meetings stating the place, day and hour of the meetingshall be given in writing not less than ten nor more than sixty (60) daysbefore the date of the meeting, either mailed to the last known address orpersonally given to each shareholder.  Notice of any special meeting ofshareholders shall state the purpose or purposes for which the meeting iscalled.  The notice of any meeting at which amendments to or restatementsof the articles of incorporation, merger or share exchange of the corporation,or the disposition of corporate assets requiring shareholder approval are to beconsidered shall state such purpose, and shall further comply with allrequirements of law.  Notice of a meeting may be waived by an instrumentin writing executed before or after the meeting.  The waiver need notspecify the purpose of the meeting or the business transacted, unless one ofthe purposes of the meeting concerns a plan of merger or share exchange, inwhich event the waiver shall comply with the further requirements of lawconcerning such waivers.  Attendance at such meeting in person or by proxyshall constitute a waiver of notice thereof.

 

----

 

2.5           Quorum.  At all meetingsof shareholders a majority of the outstanding shares of stock shall constitutea quorum for the transaction of business, and no resolution or business shallbe transacted without the favorable vote of the holders of a majority of theshares represented at the meeting and entitled to vote.  A lesser numbermay adjourn from day to day, and shall announce the time and place to which themeeting is adjourned.

 

2.6           Proxies; Required Vote.  At every meeting of the shareholders,including meetings of shareholders for the election of directors, anyshareholder having the right to vote shall be entitled to vote in person or byproxy, but no proxy shall be voted after eleven months from its date, unlesssaid proxy provides for a longer period.  Each shareholder shall have onevote for each share of stock having voting power, registered in his or her nameon the books of the corporation.  If a quorum is present, the affirmativevote of the majority of the shares represented at the meeting and entitled tovote on the subject matter shall be the act of the shareholders, except asotherwise provided by law, by the articles of incorporation or by these bylaws.

 

2.7           Presiding Officer and Secretary. At every meeting of shareholders, the chairman or the president, or if suchofficers shall not be present then the person appointed by one of them, shallpreside.  The secretary or an assistant secretary, or if such officersshall not be present, the appointee of the presiding officer of the meeting,shall act as secretary of the meeting.

 

2.8           Shareholder List.  Theofficer or agent having charge of the stock transfer books of the corporationshall produce for inspection of any shareholder at, and continuously during,every meeting of the shareholders, a complete alphabetical list of shareholdersshowing the address and share holdings of each shareholder.  If the recordof shareholders readily shows such information, it may be produced in lieu ofsuch a list.

 

2.9           Action in Lieu of Meeting.  Any action to be taken at a meeting of theshareholders of the corporation, or any action that may be taken at a meetingof the shareholders, may be taken without a meeting if a consent in writingsetting forth the action so taken shall be signed by those persons who would beentitled to vote at a meeting those shares having voting power to cast not lessthan the minimum number (or numbers, in the case of voting by class) of votesthat would be necessary to authorize or take such action at a meeting at whichall shares entitled to vote were present and voted.

 

ARTICLE THREE

DIRECTORS

 

3.1           Management. Subject to these bylaws, or any lawful agreement between the shareholders, thefull and entire management of the affairs and business of the corporation shallbe vested in the board of directors, which shall have and may exercise all ofthe powers that may be exercised or performed by the corporation.

 

----

 

3.2           Number of Directors.  Theboard of directors shall consist of not less than five (5) nor more thantwenty-five (25) members.  The number ofdirectors may be fixed or changed from time to time, within the minimum andmaximum, by the shareholders by the affirmative vote of two-thirds of theissued and outstanding shares of the corporation entitled to vote in anelection of directors, or by the board of directors by the affirmative vote oftwo-thirds of all directors then in office.

 

3.3           Vacancies.  Thedirectors, even though less than a quorum, may fill any vacancy on the board ofdirectors, including a vacancy created by an increase in the number ofdirectors.  Such appointment by thedirectors shall continue until the expiration of the term of the director whoseplace has become vacant, or, in the case of an increase in the number ofdirectors, until the next meeting of the shareholders.

 

3.4           Election of Directors. The board of directors shall be divided into three (3) classes, Class I,Class II and Class III, which shall be nearly equal in number aspossible.  Each director in Class Ishall be elected to an initial term of one (1) year, each director in Class IIshall be elected to an initial term of two (2) years and each director in Class IIIshall be elected to an initial term of three (3) years, and each directorshall serve until the election and qualification of his or her successor oruntil his or her earlier resignation, death or removal from office.  Upon the expiration of the initial terms ofoffice for each class of directors, the directors of each class shall beelected for terms of three (3) years, to serve until the election andqualification of their successors or until their earlier resignation, death orremoval from office.  No person shall beeligible to stand for election as a director, nor may be elected as a director,if such person is seventy-five (75) years of age or greater at the time of suchelection, except that the board of directors may vote to allow such person toserve one or more additional terms if such service is deemed by the board to bein the best interest of the Company.

 

3.5           Removal.  Any director may be removed from office, at ameeting with respect to which notice of such purpose is given, with cause, onlyupon the affirmative vote of the holders of a majority of the issued andoutstanding shares of the corporation or by the affirmative vote of at leasttwo-thirds (2/3) of the directors of the corporation then serving, excludingthe director to be removed.  Any directormay be removed from office, at a meeting with respect to which notice of suchpurpose is given, without cause, only upon the affirmative vote of the holdersof at least two-thirds (2/3) of the issued and outstanding shares of thecorporation.

 

3.6           Resignation.  Anydirector may resign at any time either orally at any meeting of the board ofdirectors or by so advising the chairman of the board or the president or bygiving written notice to the corporation.  A director who resigns maypostpone the effectiveness of his or her resignation to a future date or uponthe occurrence of a future event specified in a written tender ofresignation.  If no time of effectiveness is specified therein, aresignation shall be effective upon tender.  A vacancy shall be deemed toexist at the time a resignation is tendered, and the board of directors or theshareholders may, then or thereafter, elect a successor to take office when theresignation by its terms becomes effective.

 

3.7           Compensation.  directorsmay be allowed such compensation for their services as directors as may fromtime to time be fixed by resolution of the board of directors.

 

----

 

3.8                                 Honoraryand Advisory Directors.  When a director of the corporation retiresunder the retirement policies of the corporation as established from time totime by the board of directors, the board of directors may appoint suchretiring director as an honorary director, director emeritus, or member of anadvisory board established by the board of directors.  The board of directors of the corporationalso may appoint any individual as an honorary director, director emeritus, ormember of any advisory board established by the board of directors.  Anyindividual appointed as an honorary director, director emeritus, or member ofan advisory board as provided by this Section 3.8 may be compensated asprovided in Section 3.7, but such individual may not vote at any meetingof the board of directors or be counted in determining a quorum as provided in Section 5.5and shall not have any responsibility or be subject to any liability imposedupon a director, or otherwise be deemed a director.

 

3.9                                 Nominationof Directors.

 

(a)                                  Onlypersons who are nominated in accordance with the procedures set forth in thesebylaws shall be eligible for election as directors.  Nominations of persons for election to theboard of directors of the corporation may be made at any meeting ofshareholders at which directors are to be elected only (i) by or at thedirection of the board of directors or (ii) by any shareholder of thecorporation entitled to vote for the election of directors at the meeting whocomplies with the notice procedures set forth in this Section.  Unless and until a nominating committee isestablished by the board of directors, the board of directors shall act as anominating committee to select the management nominees for election asdirectors.

 

(b)           Nominations, other than thosemanagement nominees made by or at the direction of the board of directors,shall be made by timely notice in writing to the secretary of thecorporation.  To be timely, a shareholder’snotice shall be delivered or mailed to and received at the principal executiveoffices of the corporation not less than 30 days prior to the date of the meeting;provided, however, that in the event that less than 40 days’ notice or priorpublic disclosure of the date of the meeting is given or made to shareholders,notice by the shareholder to be timely must be so received not later than theclose of business on the 10th day following the day on which such notice of thedate of the meeting is mailed or such public disclosure was made.  Such shareholder’s notice shall set forth (i) asto each person whom the shareholder proposes to nominate for election or reelectionas a director, all information relating to such person as required to bedisclosed in solicitation of proxies for election of directors pursuant toRegulation 14A under the Securities and Exchange Act of 1934, as amended(including such person’s written consent to being named in a proxy statement asa nominee and to serving as a director if elected); and (ii) as to theshareholder giving the notice (A) the name and address, as they appear onthe books of the corporation, of such shareholder and (B) the class andnumber of shares of the corporation’s capital stock that are beneficially ownedby such shareholder.  At the request ofthe board of directors any person nominated by the board of directors forelection as a director shall furnish to the secretary of the corporation thatinformation required to be set forth in a shareholder’s notice of nominationwhich pertains to the nominee.  No personshall be eligible for election as a director of the corporation unlessnominated in accordance with the provisions of this Section.  The officer presiding at the meeting shall,if the facts so warrant, 

 

----

 

determine and declare tothe meeting that a nomination was not made in accordance with the provisions ofthis Section and the defective nomination shall be disregarded.

 

ARTICLE FOUR

COMMITTEES

 

4.1                                 ExecutiveCommittee.  (a) The board of directors may, by resolution adoptedby a majority of the entire board, designate an executive committee consistingof one or more directors.  Each executive committee member shall holdoffice until the first meeting of the board of directors after the annualmeeting of shareholders and until the member’s successor is elected andqualified, or until the member’s death, resignation or removal, or until themember shall cease to be a director.

 

(b)           During the intervals between themeetings of the board of directors, the executive committee may exercise allthe authority of the board of directors; provided, however, that the executivecommittee shall not have the power to amend or repeal any resolution of theboard of directors that by its terms shall not be subject to amendment orrepeal by the executive committee, and the executive committee shall not havethe authority of the board of directors in reference to (i) the amendmentof the articles of incorporation or bylaws of the corporation; (ii) theadoption of a plan of merger or consolidation; (iii) the sale, lease,exchange or other disposition of all or substantially all the property andassets of the corporation; or (iv) a voluntary dissolution of thecorporation or the revocation of any such voluntary dissolution.

 

(c)           The executive committee shall meetfrom time to time on call of the chairman of the board or the president or ofany two or more members of the executive committee.  Meetings of theexecutive committee may be held at such place or places, within or without theState of Georgia, as the executive committee shall determine or as may bespecified or fixed in the respective notices or waivers of such meetings. The executive committee may fix its own rules of procedure, includingprovision for notice of its meetings.  It shall keep a record of itsproceedings and shall report these proceedings to the board of directors at themeeting thereof held next after they have been taken, and all such proceedingsshall be subject to revision or alteration by the board of directors except tothe extent that action shall have been taken pursuant to or in reliance uponsuch proceedings prior to any such revision or alteration.

 

(d)           The executive committee shall act bymajority vote of its members; provided, however, that contracts or transactionsof and by the corporation in which officers or directors of the corporation areinterested shall require the affirmative vote of a majority of thedisinterested members of the executive committee at a meeting of the executivecommittee at which the material facts as to the interest and as to the contractor transaction are disclosed or known to the members of the executive committeeprior to the vote.

 

(e)           Members of the executive committeemay participate in committee proceedings by means of conference telephone orsimilar communications equipment by means of which all persons participating inthe proceedings can hear each other, and such participation shall constitutepresence in person at such proceedings.

 

----

 

(f)            The board ofdirectors, by resolution adopted in accordance with paragraph (a) of thissection, may designate one or more directors as alternate members of theexecutive committee who may act in the place and stead of any absent member ormembers at any meeting of said committee.

 

4.2           OtherCommittees.  The board of directors, by resolution adopted by amajority of the entire board, may designate one or more additional committees,each committee to consist of one or more of the directors of the corporation,which shall have such name or names and shall have and may exercise such powersof the board of directors, except the powers denied to the executive committee,as may be determined from time to time by the board of directors.  Suchcommittees shall provide for their own rules of procedure, subject to thesame restrictions thereon as provided above for the executive committee.

 

4.3           Removal. The board of directors shall have power at any time to remove any member of anycommittee, with or without cause, and to fill vacancies in and to dissolve anysuch committee.

 

ARTICLE FIVE

MEETINGS OF THE BOARD OF DIRECTORS

 

5.1           Timeand Place.  Meetings of the board of directors may be held at any timeand place either within or without the State of Georgia.

 

5.2           RegularMeetings.  Regular meetings of the board of directors may be heldwithout notice at such time and place, within or without the State of Georgia,as shall be determined by the board of directors from time to time.

 

5.3           SpecialMeetings.  Special meetings of the board of directors may be called bythe chairman of the board or the president on not less than two (2) daysnotice by mail, telegram, cablegram, personal delivery, telephone, or e-mail(provided the recipient has an e-mail address) to each director and shall becalled by the chairman of the board or the president in like manner and on likenotice on the written request of any two or more directors.  Any suchspecial meeting shall be held at such time and place, within or without theState of Georgia, as shall be stated in the notice of the meeting.

 

5.4           Contentand Waiver of Notice.  No notice of any meeting of the board ofdirectors need state the purposes thereof.  Notice of any meeting may bewaived by an instrument in writing executed before or after the meeting. Attendance in person at any such meeting shall constitute a waiver of noticethereof unless the director at the beginning of the meeting (or promptly uponhis or her arrival) objects to holding the meeting or transacting business atthe meeting and does not thereafter vote for or assent to action taken at themeeting.

 

5.5           Quorum;Participation by Telephone.  At all meetings of the board ofdirectors, the presence of a majority of the authorized number of directorsshall be necessary and sufficient

 

----

 

to constitute a quorumfor the transaction of business.  directors may participate in any meetingby means of conference telephone or similar communications equipment by meansof which all persons participating in the meeting can hear each other, andparticipation in a meeting by means of such communications equipment shallconstitute the presence in person at such meeting.  Except as may beotherwise specifically provided by law, the articles of incorporation or thesebylaws, all resolutions adopted and all business transacted by the board ofdirectors shall require the affirmative vote of a majority of the directorspresent at the meeting.  In the absence of a quorum, a majority of thedirectors present at any meeting may adjourn the meeting from time to timeuntil a quorum is present.  Notice of any adjourned meeting need only begiven by announcement at the meeting at which the adjournment is taken.

 

5.6           Tie Votes.  When a quorum of directors is present at anymeeting of the board of directors and directors vote on any action required orpermitted to be taken at such meeting, if the vote results in a tie, thechairman’s vote shall determine the outcome of the action.

 

5.7           Actionin Lieu of Meeting.  Any action required or permitted to be taken atany meeting of the board of directors or of any committee thereof may be takenwithout a meeting if a written consent thereto is signed by all members of theboard of directors or of such committee, as the case may be, and such writtenconsent is filed with the minutes of the proceedings of the board of directorsand upon compliance with any further requirements of law pertaining to suchconsents.

 

5.8           InterestedDirectors and Officers.  An interested director or officer is one whois a party to a contract or transaction with the corporation or who is anofficer or director of, or has a financial interest in, another corporation,partnership or association which is a party to a contract or transaction withthe corporation.  Contracts and transactions between the corporation andone or more interested directors or officers shall not be void or voidablesolely because of the involvement or vote of such interested persons as long as(a) the contract or transaction is approved in good faith by the board ofdirectors or appropriate committee by the affirmative vote of a majority ofdisinterested directors, even if the disinterested directors be less than aquorum, at a meeting of the board or committee at which the material facts asto the interested person or persons and the contract or transaction aredisclosed or known to the board or committee prior to the vote; or (b) thecontract or transaction is approved in good faith by the shareholders after thematerial facts as to the interested person or persons and the contract ortransaction have been disclosed to them; or (c) the contract ortransaction is fair as to the corporation as of the time it is authorized,approved or ratified by the board, committee or shareholders.  Interesteddirectors may be counted in determining the presence of a quorum at a meetingof the board or committee which authorizes the contract or transaction.

 

ARTICLE SIX

OFFICERS, AGENTS AND EMPLOYEES

 

6.1           GeneralProvisions.  The officers of the corporation shall be a chief executiveofficer, a president and a secretary, and may include a treasurer, chairman ofthe board, one or more vice presidents, one or more assistant secretaries, andone or more assistant treasurers.  The 

 

----

 

officers shall be elected by the board of directors at the firstmeeting of the board of directors after the annual meeting of the shareholdersin each year or shall be appointed as provided in these bylaws.  The boardof directors may elect other officers, agents and employees, who shall havesuch authority and perform such duties as may be prescribed by the board ofdirectors.  All officers shall hold office until the meeting of the boardof directors following the next annual meeting of the shareholders after theirelection or appointment and until their successors shall have been elected orappointed and shall have qualified.  Any two or more offices may be heldby the same person.  Any officer, agent or employee of the corporation maybe removed by the board of directors with or without cause.  Removalwithout cause shall be without prejudice to such person’s contract rights, ifany, but the election or appointment of any person as an officer, agent oremployee of the corporation shall not of itself create contract rights. The compensation of officers, agents and employees elected by the board ofdirectors shall be fixed by the board of directors or by a committee thereof,and this power may also be delegated to any officer, agent or employee as topersons under his or her direction or control.  The board of directors mayrequire any officer, agent or employee to give security for the faithfulperformance of his or her duties.

 

6.2           Powersand Duties of the Chief Executive Officer, the Chairman of the Board and thePresident.  The powers and duties of the chief executive officer, thechairman of the board and the president, subject to the supervision and controlof the board of directors, shall be those usually appertaining to theirrespective offices and whatever other powers and duties are prescribed by thesebylaws or by the board of directors.

 

(a)           The Chief ExecutiveOfficer shall have general charge of the business and affairs of theCorporation and shall keep the board of directors fully advised.  Thechief executive officer shall employ and discharge employees and agents of theCorporation, except such as shall be elected by the board of directors, and heor she may delegate these powers.  The chief executive officer may votethe shares or other securities of any other domestic or foreign Corporation ofany type or kind which may at any time be owned by the Corporation, may executeany shareholders’ or other consents in respect thereof and may in his or herdiscretion delegate such powers by executing proxies, or otherwise, on behalfof the Corporation.  The board of directors, by resolution from time totime, may confer like powers upon any other person or persons.

 

(b)           The Chairman of theBoard shall preside at all meetings of the board of directors and at allmeetings of the shareholders.  The chairman of the board shall performsuch other duties as the board of directors may from time to time direct, butshall not participate in any major policy-making functions of the corporationother than in his or her capacity as a director.

 

(c)           The President shall,unless otherwise provided by the board of directors, be the chief executiveofficer of the corporation.  The president shall have general charge ofthe business and affairs of the corporation and shall keep the board ofdirectors fully advised.  The president shall employ and dischargeemployees and agents of the corporation, except such as shall be elected by theboard of directors, and he or she may delegate these powers.  Thepresident shall have such powers and perform such duties as generally pertainto the office of the president, as well as such further powers and duties asmay be prescribed by the board of 

 

----

 

directors.  The president may vote the shares or other securitiesof any other domestic or foreign corporation of any type or kind which may atany time be owned by the corporation, may execute any shareholders’ or otherconsents in respect thereof and may in his or her discretion delegate suchpowers by executing proxies, or otherwise, on behalf of the corporation. The board of directors, by resolution from time to time, may confer like powersupon any other person or persons.

 

6.3           Powersand Duties of Vice Presidents.  Each vice president shall have suchpowers and perform such duties as the board of directors or the president mayprescribe and shall perform such other duties as may be prescribed by thesebylaws.  In the absence or inability to act of the president, unless theboard of directors shall otherwise provide, the vice president who has servedin that capacity for the longest time and who shall be present and able to act,shall perform all duties and may exercise any of the powers of thepresident.  The performance of any such duty by a Vice president shall beconclusive evidence of his or her power to act.

 

6.4           Powersand Duties of the Secretary.  The secretary shall have charge of theminutes of all proceedings of the shareholders and of the board of directorsand shall keep the minutes of all their meetings at which he or she ispresent.  Except as otherwise provided by these bylaws, the secretaryshall attend to the giving of all notices to shareholders and directors. He or she shall have charge of the seal of the corporation, shall attend to itsuse on all documents the execution of which on behalf of the corporation underits seal is duly authorized and shall attest the same by his or her signaturewhenever required.  The secretary shall have charge of the record ofshareholders of the corporation, of all written requests by shareholders thatnotices be mailed to them at an address other than their addresses on therecord of shareholders, and of such other books and papers as the board ofdirectors may direct.  Subject to the control of the board of directors,the secretary shall have all such powers and duties as generally are incidentto the position of secretary or as may be assigned to the secretary by thepresident or the board of directors.

 

6.5           Powersand Duties of the Treasurer.  The treasurer shall have charge of allfunds and securities of the corporation, shall endorse the same for deposit orcollection when necessary and deposit the same to the credit of the corporationin such banks or depositaries as the board of directors may authorize. The treasurer may endorse all commercial documents requiring endorsements foror on behalf of the corporation and may sign all receipts and all commercialdocuments requiring endorsements for or on behalf of the corporation and maysign all receipts and vouchers for payments made to the corporation.  Thetreasurer shall have all such powers and duties as generally are incident tothe position of treasurer or as may be assigned to the treasurer by thepresident or by the board of directors.

 

6.6           Appointment,Powers and Duties of Assistant Secretaries.  Assistant secretaries maybe appointed by the president or elected by the board of directors.  Inthe absence or inability of the secretary to act, any assistant secretary mayperform all the duties and exercise all the powers of the secretary.  Theperformance of any such duty shall be conclusive evidence of the Assistantsecretary’s power to act.  An assistant secretary shall also perform suchother duties as the secretary or the board of directors may assign to him orher.

 

----

 

6.7           Appointment,Powers and Duties of Assistant Treasurers.  Assistant treasurers maybe appointed by the president or elected by the board of directors.  Inthe absence or inability of the treasurer to act, an assistant treasurer mayperform all the duties and exercise all the powers of the treasurer.  Theperformance of any such duty shall be conclusive evidence of the assistanttreasurer’s power to act.  An assistant treasurer shall also perform suchother duties as the treasurer or the board of directors may assign to him orher.

 

6.8           Delegationof Duties.  In case of the absence of any officer of the corporation,or for any other reason that the board of directors may deem sufficient, theboard of directors (or in the case of assistant secretaries or assistanttreasurers only, the president) may confer for the time being the powers andduties, or any of them, of such officer upon any other officer or elect orappoint any new officer to fill a vacancy created by death, resignation,retirement or termination of any officer.  In such latter event such new officershall serve until the next annual election of officers.

 

ARTICLE SEVEN

CAPITAL STOCK

 

7.1           Certificates. (a) The interest of each shareholder shall be evidenced by a certificateor certificates representing shares of the corporation which shall be in suchform as the board of directors may from time to time adopt and shall benumbered and shall be entered in the books of the corporation as they areissued.  Each certificate representing shares shall set forth upon theface thereof the following:

 

(i)            the name of thiscorporation;

 

        (ii)       thatthe corporation is organized under the laws of the State of Georgia;

 

        (iii)      thename or names of the person or persons to whom the certificate is issued;

 

        (iv)      thenumber and class of shares, and the designation of the series, if any, whichthe certificate represents; and

 

(v)           ifany shares represented by the certificate are nonvoting shares, a statement ornotation to that effect; and, if the shares represented by the certificate aresubordinate to shares of any other class or series with respect to dividends oramounts payable on liquidation, the certificate shall further set forth oneither the face or back thereof a clear and concise statement to that effect.

 

(b)           Each certificate shallbe signed by the president or a vice president and the secretary or anassistant secretary and may be sealed with the seal of the corporation or afacsimile thereof.  If a certificate is countersigned by a transfer agentor registered by a registrar, other than the corporation itself or an employeeof the corporation, the signature of any such officer of the corporation may bea facsimile.  In case any officer or officers who shall have 

 

----

 

signed, or whose facsimile signature or signatures shall have been usedon, any such certificate or certificates shall cease to be such officer orofficers of the corporation, whether because of death, resignation orotherwise, before such certificate or certificates shall have been delivered bythe corporation, such certificate or certificates may nevertheless be deliveredas though the person or persons who signed such certificate or certificates orwhose facsimile signatures shall have been used thereon had not ceased to besuch officer or officers.

 

7.2           ShareholderList.  The corporation shall keep or cause to be kept a record of theshareholders of the corporation which readily shows, in alphabetical order orby alphabetical index, and by classes or series of stock, if any, the names ofthe shareholders entitled to vote, with the address of and the number of sharesheld by each.  The record shall be presented and kept open at all meetingsof the shareholders.

 

7.3           Transferof Shares.  Transfers of stock shall be made on the books of thecorporation only by the person named in the certificate, or by power ofattorney lawfully constituted in writing, and upon surrender of thecertificate, or in the case of a certificate alleged to have been lost, stolenor destroyed, upon compliance with the provisions of Section 7.8 of thesebylaws.

 

7.4           RecordDates.  For the purpose of determining shareholders entitled to noticeof or to vote at any meeting of shareholders or any adjournment thereof, orentitled to receive payment of any dividend, or in order to make adetermination of shareholders for any other proper purpose, the board ofdirectors may fix in advance a date as the record date for any suchdetermination of shareholders, such date to be not more than seventy (70) daysand, in case of a meeting of shareholders, not less than ten (10) days,prior to the date on which the particular action requiring such determinationof shareholders is to be taken.

 

7.5           RegisteredOwner.  The corporation shall be entitled to treat the holder ofrecord of any share of stock of the corporation as the person entitled to votesuch share, to receive any dividend or other distribution with respect to suchshare, and for all other purposes and accordingly shall not be bound torecognize any equitable or other claim or interest in such share on the part ofany other person, whether or not it shall have express or other notice thereof,except as otherwise provided by law.

 

7.6           TransferAgent and Registrars.  The board of directors may appoint one or moretransfer agents and one or more registrars and may require each stock certificateto bear the signature or signatures of a transfer agent or a registrar or both.

 

7.7           LostCertificates.  Any person claiming a certificate of stock to be lost,stolen or destroyed shall make an affidavit or affirmation of the fact in suchmanner as the board of directors may require and, if the directors so require,shall give the corporation a bond of indemnity in form and amount and with oneor more sureties satisfactory to the board of directors, whereupon anappropriate new certificate may be issued in lieu of the certificate alleged tohave been lost, stolen or destroyed.

 

----

 

7.8           FractionalShares or Scrip.  The corporation may, when and if authorized so to doby its board of directors, issue certificates for fractional shares or scrip inorder to effect share transfers, share distributions or reclassifications,mergers, share exchanges or reorganizations.  Holders of fractional sharesshall be entitled, in proportion to their fractional holdings, to exercisevoting rights, receive dividends and participate in any of the assets of thecorporation in the event of liquidation.  Holders of scrip shall not,unless expressly authorized by the board of directors, be entitled to exerciseany rights of a shareholder of the corporation, including voting rights,dividend rights or the right to participate in any assets of the corporation inthe event of liquidation.  In lieu of issuing fractional shares or scrip,the corporation may pay in cash the fair value of fractional interests asdetermined by the board of directors; and the board of directors may adoptresolutions regarding rights with respect to fractional shares or scrip as itmay deem appropriate, including without limitation the right for personsentitled to receive fractional shares to sell such fractional shares orpurchase such additional fractional shares as may be needed to acquire one fullshare, or sell such fractional shares or scrip for the account of such persons.

 

ARTICLE EIGHT

BOOKS AND RECORDS; SEAL; ANNUAL STATEMENTS

 

8.1           Inspectionof Books and Records.  (a) A shareholder owning more than 2% ofthe outstanding shares of the corporation shall be entitled to inspect andcopy, during regular business hours at a reasonable location specified by thecorporation, any of the following records of the corporation if the shareholdermeets the requirements of subsection (b) of this Section 8.1 andgives the corporation written notice of his demand at least five business daysbefore the date on which he wishes to inspect and copy:

 

        (i)excerpts from minutes of any meeting of the board of directors, records of anyaction of a committee of the board of directions while acting in place of theboard of directors on behalf of the corporation, minutes of any meeting of theshareholders, and records of action taken by the shareholders or board ofdirectors without a meeting;

 

        (ii)       accountingrecords of the corporation; and

 

        (iii)      therecord of shareholders.

 

(b)           A shareholder owningmore than 2% of the outstanding shares of the corporation may inspect and copythe records described in subsection (a) of this Section 8.1 only if:

 

        (i)theshareholder’s demand is made in good faith and for a proper purpose that isreasonably relevant to his or her legitimate interest as a shareholder;

 

        (ii)       theshareholder describes with reasonable particularity his or her purpose and therecords he or she desires to inspect;

 

        (iii)      therecords are directly connected with his or her purpose; and

 

        (iv)      therecords are to be used only for the stated purpose.

 

----

 

(c)           If the secretary or amajority of the corporation’s board of directors or executive committee membersfind that the request is proper, the secretary shall promptly notify theshareholder of the time and place at which the inspection may be conducted.

 

(d)           If said request isfound by the secretary, the board of directors or the executive committee to beimproper, the secretary shall so notify the requesting shareholder on or priorto the date on which the shareholder requested to conduct the inspection.  The secretary shall specify in said noticethe basis for the rejection of the shareholder’s request.

 

(e)           The secretary, theboard of directors and the executive committee shall at all times be entitledto rely on the corporate records in making any determination hereunder.

 

8.2           Seal. The corporate seal shall be in such form as the board of directors may fromtime to time determine.  In the event it is inconvenient to use such aseal at any time, the signature of the corporation followed by the word “Seal”enclosed in parentheses or scroll shall be deemed the seal of the corporation.

 

8.3           AnnualStatements.  Not later than four months after the close of each fiscalyear, and in any case prior to the next annual meeting of shareholders, thecorporation shall prepare:

 

(a)           A balance sheet showingin reasonable detail the financial condition of the corporation as of the closeof its fiscal year, and

 

(b)           A profit and lossstatement showing the results of its operations during its fiscal year. Upon written request, the corporation promptly shall mail to any shareholder ofrecord a copy of its most recent balance sheet and profit and loss statement.

 

ARTICLE NINE

INDEMNIFICATION

 

9.1           Authorityto Indemnify.  The corporation shallindemnify or obligate itself to indemnify an individual made a party to aproceeding because he or she is or was a director or officer of the corporation(or was serving at the request of the corporation as a director, officer oremployee or agent of another corporation, partnership, joint venture, trust orother enterprise) for reasonable expenses, judgments, fines, penalties andamounts paid in settlement (including attorneys’ fees), incurred in connectionwith the proceeding if the individual acted in manner he or she believed ingood faith to be in or not opposed to the best interests of the corporationand, in the case of any criminal proceeding, he or she had no reasonable causeto believe his or her conduct was unlawful. The termination of a proceeding by judgment, order, settlement, orconviction, or upon a plea of nolocontendere or its equivalentis not, of itself, determinative that the director, officer, employee or agentdid not meet the standard of conduct set forth above.  Indemnification permitted under this actionin connection with a proceeding by or in the right of the corporation islimited to reasonable expenses incurred in connection with the proceeding.

 

----

 

9.2           MandatoryIndemnification.  The extent that adirector, officer, employee or agent of the corporation has been successful, onthe merits or otherwise, in the defense of any proceeding to which he or shewas a party, or in defense of any claim, issue, or matter therein, because heor she is or was a director, officer, employee or agent of the corporation, thecorporation shall indemnify the director, employee or agent against reasonableexpenses incurred by him or her in connection therewith.

 

9.3           Advancefor Expenses.  The corporation shallpay for or reimburse the reasonable expenses incurred by a director or officerof the corporation who is a party to a proceeding in advance of finaldisposition of the proceeding if (a) he or she furnishes the corporationwritten affirmation of his or her good faith belief that he or she has met thestandard of conduct set forth in Section 9.1 of this section, and (b) heor she furnishes the corporation a written undertaking, executed personally oron his or her behalf, to repay any advances if it is ultimately determined thathe or she is not entitled to indemnification. The undertaking required by this section must be an unlimited generalobligation but need not be secured and may be accepted without reference tofinancial ability to make repayment.

 

9.4           Court-orderedIndemnification and Advances for Expenses. A director, officer, employee or agent of the corporation who is a partyto a proceeding may apply for indemnification or advances for expenses to thecourt conducting the proceeding or to another court of competent jurisdiction.

 

9.5           Determinationof Indemnification.  Except asprovided in Section 9.2 and except as may be ordered by the court, thecorporation may not indemnify a director, officer, employee or agent under Section 9.1unless authorized thereunder and a determination has been made in the specificcase that indemnification of the director, officer, employee or agent ispermissible in the circumstances because he or she has met the standard ofconduct set forth in Section 9.1. The determination shall be made:

 

(a)           By the board ofdirectors by majority vote of a quorum consisting of directors not at the timeparties to the proceedings;

 

(b)           If a quorum cannot beobtained, by majority vote of a committee duly designated by the board ofdirectors (in which designation directors who are parties may participate),consisting solely of two or more directors not at the time parties to theproceeding;

 

(c)           By special legalcounsel:

 

(i)            Selectedby the board of directors or its committee in the manner prescribed inparagraph (a) or (b) of this section; or

 

(ii)           Ifa quorum of the board of directors cannot be obtained and a committee cannot bedesignated, selected by majority vote of the full board of directors (in whichselection directors who are parties may participate); or

 

----

 

(d)           By the shareholders,but shares owned by or voted under the control of directors who are at the timeparties to the proceeding may not be voted on the determination.

 

## **9.6**           Evaluation of Expenses.  An evaluation as to the reasonableness ofexpenses shall be made in the same manner as the determination thatindemnification is permissible in the circumstances because the director orofficer has met the standard of conduct set forth in Section 9.1, exceptthat if the determination is made by special legal counsel, an evaluation as tothe reasonableness of expenses shall be made by those entitled under subsection(c) of Section 9.5 to select counsel.

## ** **

9.7           OtherRights.  The indemnification andadvancement of expenses provided by or granted pursuant to this Article Nineshall not be deemed exclusive of any other rights, in respect ofindemnification or otherwise, to which those seeking indemnification oradvancement of expenses may be entitled under any bylaw, resolution, agreementor contract either specifically or in general terms approved by the affirmativevote of the holders of a majority of the shares entitled to vote thereon takenat a meeting the notice of which specified that such bylaw, resolution oragreement would be placed before the stockholders, both as to action by adirector, trustee, officer, employee or agent in his or her official capacityand as to action in another capacity while holding such office or position;except that no such other rights, in respect to indemnification or otherwise,may be provided or granted to a director, trustee, officer, employee, or agentpursuant to this Section 9.7 by the corporation for liability for (a) anyappropriation, in violation of his or her duties, of any business opportunityof the corporation; (b) acts or omissions not in good faith or which involveintentional misconduct or a knowing violation of law; (c) the types ofliability set forth in Section 14-2-832 of the Georgia BusinessCorporation Code dealing with illegal or unauthorized distributions ofcorporate assets, whether as dividends or in liquidation of the corporation orotherwise; or (d) any transaction from which the director derived animproper material tangible personal benefit.

 

9.8           Insurance.  The corporation may purchase and maintaininsurance on behalf of an individual who is or was a director, officer,employee, or agent of the corporation or who, while a director, officer,employee, or agent of the corporation, is or was serving at the request of thecorporation as a director, officer, partner, trustee, employee, or agent of anotherforeign or domestic corporation, partnership, joint venture, trust, employeebenefit plan, or other enterprise against liability asserted against orincurred by him or her in that capacity or arising from his or her status as adirector, officer, employee, or agent whether or not the corporation would havepower to indemnify him or her against the same liability under this Article Nine.

 

9.9           Indemnificationof Employees and Agents.

 

(a)           The corporation mayindemnify, or obligate itself to indemnify, and may advance expenses under thisArticle 9.9 to an employee or agent of the corporation to the same or anylesser extent as a director or officer.

 

(b)           Authorization ofindemnification or an obligation to indemnify under this Section 9.9 shallbe made in the same manner as provided in Section 9.5 for thedetermination that indemnification is permissible, except that if there arefewer than two disinterested directors 

 

----

 

or if the determination is made by special legal counsel, authorizationof indemnification under this Section 9.9 shall be made by those entitledunder subparagraph (c) of Section 9.5 to select special legalcounsel.

 

(c)           Authorization toadvance expenses under this Section 9.9 shall be made:

 

(i)            Bythe board of directors:

 

(A)          When there are two ormore disinterested directors, by a majority vote of all the disinteresteddirectors (a majority of whom shall for such purpose constitute a quorum) or bya majority of the members of a committee of two or more disinterested directorsappointed by such a vote; or

 

(B)           When there are fewerthan two disinterested directors and if a quorum of the board of directors ispresent, by the affirmative vote of a majority of directors present, in whichauthorization directors who do not qualify as disinterested directors mayparticipate; or

 

(ii)           Bythe shareholders, but shares owned or voted under the control of a director whoat the same time does not qualify as a disinterested director with respect tothe proceeding may not be voted on the authorization.

 

9.10         Continuationof Expenses.  The indemnification andadvancement of expenses provided by or granted pursuant to this Article Nineshall continue as to a person who has ceased to be a director, trustee,officer, employee, or agent and shall inure to the benefit of the heirs,executors, and administrators of such a person.

 

9.11         Indemnificationfor Regulatory Actions. Notwithstanding the foregoing, the corporation may make or agree to makeindemnification payments to an institution-affiliated party, as defined at 12USC 1813(u), for an administrative proceeding or civil action initiated by anyfederal banking agency, only in accordance with the requirements of 12 USC 1828(k) andits implementing regulations.

 

ARTICLE TEN

NOTICES:  WAIVERS OF NOTICE

 

10.1         Notices. Except as otherwise specifically provided in these bylaws, whenever under theprovisions of these bylaws notice is required to be given to any shareholder,director or officer, it shall not be construed to mean personal notice, butsuch notice may be given by personal notice, by e-mail (provided the recipienthas an e-mail address), by telegram or cablegram, or by mail by depositing thesame in the post office or letter box in a postage prepaid sealed wrapper,addressed to such shareholder, director or officer at such address as appearson 

 

----

 

the books of thecorporation, and such notice shall be deemed to be given at the time when thesame shall be thus sent or mailed.

 

10.2         Waiversof Notice.  Except as otherwise provided in these bylaws, when anynotice is required to be given by law, by the articles of incorporation or bythese bylaws, a written waiver thereof, signed by the person entitled tonotice, whether before or after the time stated therein, shall be deemedequivalent to notice.  In the case of a shareholder, such waiver of noticemay be signed by the shareholder’s attorney or proxy duly appointed in writing.

 

ARTICLE ELEVEN

EMERGENCY POWERS

 

11.1         Bylaws. The board of directors may adopt emergency bylaws, subject to repeal or changeby action of the shareholders, which shall, notwithstanding any provision oflaw, the articles of incorporation or these bylaws, be operative during anyemergency in the conduct of the business of the corporation resulting from anattack on the United States or on a locality in which the corporation conductsits business or customarily holds meeting of its board of directors or itsshareholders, or during any nuclear or atomic disaster, or during the existenceof any catastrophe, or other similar emergency condition, as a result of whicha quorum of the board of directors or a standing committee thereof cannotreadily be convened for action.  The emergency bylaws may make anyprovision that may be practical and necessary for the circumstances of theemergency.

 

11.2         Linesof Succession.  The board of directors, either before or during anysuch emergency, may provide, and from time to time modify, lines of successionin the event that during such an emergency any or all officers or agents of thecorporation shall for any reason be rendered incapable of discharging theirduties.

 

11.3         HeadOffice.  The board of directors, either before or during any suchemergency, may (effective during the emergency) change the head office ordesignate several alternative head offices or regional offices, or authorizethe officers to do so.

 

11.4         Periodof Effectiveness.  To the extent not inconsistent with any emergencybylaws so adopted, these bylaws shall remain in effect during any suchemergency and upon its termination, the emergency bylaws shall cease to beoperative.

 

11.5         Notices. Unless otherwise provided in emergency bylaws, notice of any meeting of theboard of directors during any such emergency may be given only to such of thedirectors as it may be feasible to reach at the time, and by such means as maybe feasible at the time, including publication, radio or television.

 

11.6         Officersas Directors Pro Tempore.  To the extent required to constitute aquorum at any meeting of the board of directors during any such emergency, theofficers of the corporation who are present shall, unless otherwise provided inemergency bylaws, be deemed, in order of rank and within the same rank in orderof seniority, directors for such meeting.

 

----

 

11.7         Liabilityof Officers, Directors and Agents.  No officer, director, agent oremployee acting in accordance with any emergency bylaw shall be liable exceptfor willful misconduct.  No officer, director, agent or employee shall beliable for any action taken by him or her in good faith in such an emergency infurtherance of the ordinary business affairs of the corporation even though notauthorized by the bylaws then in effect.

 

ARTICLE TWELVE

CHECKS, NOTES, DRAFTS, ETC.

 

Checks, notes, drafts, acceptances, bills of exchangeand other orders or obligations for the payment of money shall be signed bysuch officer or officers or person or persons as the board of directors byresolution shall from time to time designate.

 

ARTICLE THIRTEEN

AMENDMENTS

 

The bylaws of thecorporation may be altered or amended and new bylaws may be adopted by theshareholders at any annual or special meeting of the shareholders or by theboard of directors at any regular or special meeting of the board of directors;provided, however, that, if such action is to be taken at a meeting of theshareholders, notice of the general nature of the proposed change in the bylawsshall be given in the notice of meeting.  The shareholders may provide byresolution that any bylaw provision repealed, amended, adopted, or altered bythem may not be repealed, amended, adopted or altered by the board ofdirectors.  Except as otherwise provided in the articles of incorporation,action by the shareholders with respect to bylaws shall be taken by anaffirmative vote of a majority of all shares entitled to elect directors, andaction by the board of directors with respect to bylaws shall be taken by anaffirmative vote of a majority of all directors then holding office.

 

----