**EXHIBIT 3.2**

 

**BYLAWS**

 

**OF**

 

**FIRSTBANK FINANCIAL SERVICES, INC.**

 

----

 

**BYLAWS**

 

**OF**

 

**FIRSTBANK FINANCIAL SERVICES, INC.**

 
| ** **                                             | ** **                      | **PAGE**   |
|--------------------------------------------------------|---------------------------------|------------|
| ** **                                             | ** **                      | ** ** |
| ARTICLE ONE  OFFICES                              | 1                               |
|                                                   |                            |       |
| ARTICLE TWO  SHAREHOLDERS’  MEETINGS         | 1                               |
| 2.1                                                    | Annual Meeting                  | 1          |
| 2.2                                                    | Special Meetings                | 1          |
| 2.3                                                    | Place                           | 1          |
| 2.4                                                    | Notice                          | 1          |
| 2.5                                                    | Quorum                          | 2          |
| 2.6                                                    | Proxies; Required Vote          | 2          |
| 2.7                                                    | Presiding Officer and Secretary | 2          |
| 2.8                                                    | Shareholder List                | 2          |
| 2.9                                                    | Action in Lieu of Meeting       | 2          |
|                                                   |                            |       |
| ARTICLE THREE  DIRECTORS                          | 2                               |
| 3.1                                                    | Management                      | 2          |
| 3.2                                                    | Number of Directors             | 3          |
| 3.3                                                    | Vacancies                       | 3          |
| 3.4                                                    | Election of Directors           | 3          |
| 3.5                                                    | Removal                         | 3          |
| 3.6                                                    | Resignation                     | 3          |
| 3.7                                                    | Compensation                    | 3          |
| 3.8                                                    | Honorary and Advisory Directors | 4          |
| 3.9                                                    | Nomination of Directors         | 4          |
|                                                   |                            |       |
| ARTICLE FOUR  COMMITTEES                          | 5                               |
| 4.1                                                    | Executive Committee             | 5          |
| 4.2                                                    | Other Committees                | 6          |
|                                                   |                            |       |
| ARTICLE FIVE  MEETINGS  OF THE BOARD OF DIRECTORS | 6                               |
| 5.1                                                    | Time and Place                  | 6          |
| 5.2                                                    | Regular Meetings                | 6          |
| 5.3                                                    | Special Meetings                | 6          |
| 5.4                                                    | Content and Waiver of Notice    | 6          |

 

----

 
| 5.5                                                             | Quorum; Participation by Telephone                                                             | 7      |
|-----------------------------------------------------------------|------------------------------------------------------------------------------------------------|--------|
| 5.6                                                             | Tie Votes                                                                                      | 7      |
| 5.7                                                             | Action in Lieu of Meeting                                                                      | 7      |
| 5.8                                                             | Interested Directors and Officers                                                              | 7      |
|                                                            |                                                                                           |   |
| ARTICLE SIX  OFFICERS,  AGENTS AND EMPLOYEES               | 7                                                                                              |
| 6.1                                                             | General Provisions                                                                             | 8      |
| 6.2                                                             | Powers and Duties of the Chief Executive Officer, the  Chairman of the Board and the President | 8      |
| 6.3                                                             | Powers and Duties of Vice Presidents                                                           | 9      |
| 6.4                                                             | Powers and Duties of the Secretary                                                             | 9      |
| 6.5                                                             | Powers and Duties of the Treasurer                                                             | 9      |
| 6.6                                                             | Appointment, Powers and Duties of Assistant  Secretaries                                       | 9      |
| 6.7                                                             | Appointment, Powers and Duties of Assistant Treasurers                                         | 10     |
| 6.8                                                             | Delegation of Duties                                                                           | 10     |
|                                                            |                                                                                           |   |
| ARTICLE SEVEN  CAPITAL  STOCK                              | 10                                                                                             |
| 7.1                                                             | Certificates                                                                                   | 10     |
| 7.2                                                             | Shareholder List                                                                               | 11     |
| 7.3                                                             | Transfer of Shares                                                                             | 11     |
| 7.4                                                             | Record Dates                                                                                   | 11     |
| 7.5                                                             | Registered Owner                                                                               | 11     |
| 7.6                                                             | Transfer Agent and Registrars                                                                  | 11     |
| 7.7                                                             | Lost Certificates                                                                              | 12     |
| 7.8                                                             | Fractional Shares or Scrip                                                                     | 12     |
|                                                            |                                                                                           |   |
| ARTICLE EIGHT  BOOKS  AND RECORDS; SEAL; ANNUAL STATEMENTS | 12                                                                                             |
| 8.1                                                             | Inspection of Books and Records                                                                | 12     |
| 8.2                                                             | Seal                                                                                           | 13     |
| 8.3                                                             | Annual Statements                                                                              | 13     |
|                                                            |                                                                                           |   |
| ARTICLE NINE  INDEMNIFICATION                              | 14                                                                                             |
| 9.1                                                             | Authority to Indemnify                                                                         | 14     |
| 9.2                                                             | Mandatory Indemnification                                                                      | 14     |
| 9.3                                                             | Advance for Expenses                                                                           | 14     |
| 9.4                                                             | Court-ordered Indemnification and Advances for  Expenses                                       | 14     |
| 9.5                                                             | Determination of Indemnification                                                               | 14     |
| 9.6                                                             | Authorization of Indemnification                                                               | 15     |
| 9.7                                                             | Other Rights                                                                                   | 15     |
| 9.8                                                             | Insurance                                                                                      | 16     |
| 9.9                                                             | Indemnification of Employees and Agents.                                                       | 16     |
| 9.10                                                            | Continuation of Expenses                                                                       | 16     |
| 9.11                                                            | Indemnification for Regulatory Actions                                                         | 17     |

 

----

 
| ARTICLE TEN  NOTICES:  WAIVERS OF NOTICE     | 17                                          |
|---------------------------------------------------|---------------------------------------------|
| 10.1                                              | Notices                                     | 17 |
| 10.2                                              | Waivers of Notice                           | 17 |
|                                              |                                        |   |
| ARTICLE ELEVEN  EMERGENCY  POWERS            | 17                                          |
| 11.1                                              | Bylaws                                      | 17 |
| 11.2                                              | Lines of Succession                         | 17 |
| 11.3                                              | Head Office                                 | 18 |
| 11.4                                              | Period of Effectiveness                     | 18 |
| 11.5                                              | Notices                                     | 18 |
| 11.6                                              | Officers as Directors Pro Tempore           | 18 |
| 11.7                                              | Liability of Officers, Directors and Agents | 18 |
|                                              |                                        |   |
| ARTICLE TWELVE  CHECKS,  NOTES, DRAFTS, ETC. | 18                                          |
|                                              |                                        |   |
| ARTICLE THIRTEEN   AMENDMENTS                | 18                                          |
|                                                   |                                             |  |  |  |

 

----

 

BYLAWS

OF

FIRSTBANK FINANCIAL SERVICES, INC.

 

ARTICLE ONE

OFFICES

 

The corporation shall at all times maintain itsprincipal office in McDonough, Georgia, its registered office in the State ofGeorgia and its registered agent at that address, but it may have other officeslocated within or outside the State of Georgia as the board of directors maydetermine.

 

ARTICLE TWO

SHAREHOLDERS’ MEETINGS

 

2.1                                 Annual Meeting.  A meeting of shareholders of the corporation shall be heldannually, within six (6) months after the end of each fiscal year of thecorporation.  The annual meeting shall be held at such time and place, andon such date, as the directors shall determine from time to time and as shallbe specified in the notice of the meeting.

 

2.2                                 Special Meetings.  Special meetings of the shareholders maybe called at any time by the corporation’s board of directors, its president,or by the corporation upon the written request of any one or more shareholdersowning an aggregate of not less than twenty-five percent (25%) of theoutstanding capital stock of the corporation.  Special meetings shall beheld at such a time and place and on such date as shall be specified in thenotice of the meeting.

 

2.3                                 Place.  Annual or special meetings of shareholders may be held within orwithout the State of Georgia.

 

2.4                                 Notice.  Notice of annual or special shareholders meetings stating theplace, day and hour of the meeting shall be given in writing not less than tennor more than sixty (60) days before the date of the meeting, either mailed tothe last known address or personally given to each shareholder.  Notice ofany special meeting of shareholders shall state the purpose or purposes forwhich the meeting is called.  The notice of any meeting at whichamendments to or restatements of the articles of incorporation, merger or shareexchange of the corporation, or the disposition of corporate assets requiringshareholder approval are to be considered shall state such purpose, and shallfurther comply with all requirements of law.  Notice of a meeting may bewaived by an instrument in writing executed before or after the meeting. The waiver need not specify the purpose of the meeting or the businesstransacted, unless one of the purposes of the meeting concerns a plan of mergeror share exchange, in which event the waiver shall comply with the furtherrequirements of law concerning such waivers.  Attendance at such meetingin person or by proxy shall constitute a waiver of notice thereof.

 

----

 

2.5                                 Quorum.  At all meetings of shareholders a majority of the outstandingshares of stock shall constitute a quorum for the transaction of business, andno resolution or business shall be transacted without the favorable vote of theholders of a majority of the shares represented at the meeting and entitled tovote.  A lesser number may adjourn from day to day, and shall announce thetime and place to which the meeting is adjourned.

 

2.6                                 Proxies; Required Vote. At every meeting of the shareholders, includingmeetings of shareholders for the election of directors, any shareholder havingthe right to vote shall be entitled to vote in person or by proxy, but no proxyshall be voted after eleven months from its date, unless said proxy providesfor a longer period.  Each shareholder shall have one vote for each shareof stock having voting power, registered in his or her name on the books of thecorporation.  If a quorum is present, the affirmative vote of the majorityof the shares represented at the meeting and entitled to vote on the subjectmatter shall be the act of the shareholders, except as otherwise provided bylaw, by the articles of incorporation or by these bylaws.

 

2.7                                 Presiding Officer and Secretary.  At every meeting of shareholders, thechairman or the president, or if such officers shall not be present then theperson appointed by one of them, shall preside.  The secretary or anassistant secretary, or if such officers shall not be present, the appointee ofthe presiding officer of the meeting, shall act as secretary of the meeting.

 

2.8                                 Shareholder List.  The officer or agent having charge of thestock transfer books of the corporation shall produce for inspection of anyshareholder at, and continuously during, every meeting of the shareholders, acomplete alphabetical list of shareholders showing the address and share holdingsof each shareholder.  If the record of shareholders readily shows suchinformation, it may be produced in lieu of such 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 theshareholders, the full and entire management of the affairs and business of thecorporation shall be vested in the board of directors, which shall have and mayexercise all of the powers that may be exercised or performed by thecorporation.

 

----

 

3.2                                 Number of Directors.  The board of directors shall consist ofnot less than five (5) nor more than twenty-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.  The directors, even though less than a quorum, may fill anyvacancy on the board of directors, including a vacancy created by an increasein the number of directors. Such appointment by the directors shall continueuntil the expiration of the term of the director whose place has become vacant,or, in the case of an increase in the number of directors, until the nextmeeting of the shareholders.

 

3.4                                 Election of Directors.  The board of directors shall be dividedinto three (3) classes, Class I, Class II and Class III, which shall be nearlyequal in number as possible. Each director in Class I shall be elected to aninitial term of one (1) year, each director in Class II shall be elected to aninitial term of two (2) years and each director in Class III shall be electedto an initial term of three (3) years, and each director shall serve until theelection and qualification of his or her successor or until his or her earlierresignation, death or removal from office. Upon the expiration of the initialterms of office for each class of directors, the directors of each class shallbe elected 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 be eligible to stand for election as adirector, nor may be elected as a director, if such person is seventy-two (72)years of age or greater at the time of such election.

 

3.5                                 Removal. Any director may be removed from office, at a meeting with respect towhich notice of such purpose is given, with cause, only upon the affirmativevote of the holders of a majority of the issued and outstanding shares of thecorporation or by the affirmative vote of at least two-thirds (2/3) of thedirectors of the corporation then serving, excluding the director to be removed.Any director may be removed from office, at a meeting with respect to whichnotice of such purpose is given, without cause, only upon the affirmative voteof the holders of at least two-thirds (2/3) of the issued and outstandingshares of the corporation.

 

3.6                                 Resignation.  Any director may resign at any time either orally at any meetingof the board of directors or by so advising the chairman of the board or thepresident or by giving written notice to the corporation.  A director whoresigns may postpone the effectiveness of his or her resignation to a futuredate or upon the 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.  directors may be allowed such compensation for their services asdirectors as may from time to time be fixed by resolution of the board ofdirectors.

 

----

 

3.8                                 Honorary and Advisory Directors.  When a director of the corporationretires under the retirement policies of the corporation as established fromtime to time 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 ofthe corporation also may appoint any individual as an honorary director,director emeritus, or member of any advisory board established by the board ofdirectors.  Any individual appointed as an honorary director, directoremeritus, or member of an advisory board as provided by this Section 3.8 may becompensated as provided in Section 3.7, but such individual may not vote at anymeeting of the board of directors or be counted in determining a quorum asprovided in Section 5.5 and shall not have any responsibility or be subject toany liability imposed upon a director, or otherwise be deemed a director.

 

3.9                                 Nomination of Directors.

 

(a)                                  Only persons who are nominated in accordance withthe procedures set forth in these bylaws shall be eligible for election asdirectors. Nominations of persons for election to the board of directors of thecorporation may be made at any meeting of shareholders at which directors areto be elected only (i) by or at the direction of the board of directors or (ii)by any shareholder of the corporation entitled to vote for the election ofdirectors at the meeting who complies with the notice procedures set forth inthis Section. Unless and until a nominating committee is established by theboard of directors, the board of directors shall act as a nominating committeeto select the management nominees for election as directors.

 

(b)                                 Nominations, other than those management nomineesmade by or at the direction of the board of directors, shall be made by timelynotice in writing to the secretary of the corporation. To be timely, ashareholder’s notice shall be delivered or mailed to and received at theprincipal executive offices of the corporation not less than 30 days prior tothe date of the meeting; provided, however, that in the event that less than 40days’ notice or prior public disclosure of the date of the meeting is given ormade to shareholders, notice by the shareholder to be timely must be soreceived not later than the close of business on the 10th day following the dayon which such notice of the date of the meeting is mailed or such publicdisclosure was made. Such shareholder’s notice shall set forth (i) as to eachperson whom the shareholder proposes to nominate for election or reelection asa director, all information relating to such person as required to be disclosedin solicitation of proxies for election of directors pursuant to Regulation 14Aunder the Securities and Exchange Act of 1934, as amended (including suchperson’s written consent to being named in a proxy statement as a nominee andto serving as a director if elected); and (ii) as to the shareholder giving thenotice (A) the name and address, as they appear on the books of thecorporation, of such shareholder and (B) the class and number of shares of thecorporation’s capital stock that are beneficially owned by such shareholder. Atthe request of the board of directors any person nominated by the board ofdirectors for election as a director shall furnish to the secretary of thecorporation that information required to be set forth in a shareholder’s noticeof nomination which pertains to the nominee. No person shall be eligible forelection as a director of the corporation unless nominated in accordance withthe provisions of this Section. The officer presiding at the meeting shall, ifthe facts so warrant, determine and declare to the meeting that a nominationwas not made in accordance with the provisions of this Section and thedefective nomination shall be disregarded.

 

----

 

ARTICLE FOUR

COMMITTEES

 

4.1                                 Executive Committee.  (a) The board of directors may, byresolution adopted by a majority of the entire board, designate an executivecommittee consisting of one or more directors.  Each executive committeemember shall hold office until the first meeting of the board of directorsafter the annual meeting of shareholders and until the member’s successor iselected and qualified, or until the member’s death, resignation or removal, oruntil the member shall cease to be a director.

 

(b)                                 During the intervals between the meetings of theboard of directors, the executive committee may exercise all the authority ofthe board of directors; provided, however, that the executive committee shallnot have the power to amend or repeal any resolution of the board of directorsthat by its terms shall not be subject to amendment or repeal by the executivecommittee, and the executive committee shall not have the authority of theboard of directors in reference to (i) the amendment of the articles ofincorporation or bylaws of the corporation; (ii) the adoption of a plan ofmerger or consolidation; (iii) the sale, lease, exchange or other disposition ofall or substantially all the property and assets of the corporation; or (iv) avoluntary dissolution of the corporation or the revocation of any suchvoluntary dissolution.

 

(c)                                  The executive committee shall meet from time totime on call of the chairman of the board or the president or of any two ormore members of the executive committee.  Meetings of the executivecommittee may be held at such place or places, within or without the State ofGeorgia, as the executive committee shall determine or as may be specified orfixed in the respective notices or waivers of such meetings.  Theexecutive committee may fix its own rules of procedure, including provision fornotice of its meetings.  It shall keep a record of its proceedings andshall report these proceedings to the board of directors at the meeting thereofheld next after they have been taken, and all such proceedings shall be subjectto revision or alteration by the board of directors except to the extent thataction shall have been taken pursuant to or in reliance upon such proceedingsprior to any such revision or alteration.

 

(d)                                 The executive committee shall act by majorityvote of its members; provided, however, that contracts or transactions of andby 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 committee mayparticipate 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 of directors, by resolution adopted inaccordance with paragraph (a) of this section, may designate one or moredirectors as alternate members of the executive committee who may act in theplace and stead of any absent member or members at any meeting of saidcommittee.

 

4.2                                 Other Committees.  The board of directors, by resolutionadopted by a majority of the entire board, may designate one or more additionalcommittees, each committee to consist of one or more of the directors of thecorporation, which shall have such name or names and shall have and mayexercise such powers of the board of directors, except the powers denied to theexecutive committee, as may be determined from time to time by the board ofdirectors.  Such committees shall provide for their own rules ofprocedure, subject to the same restrictions thereon as provided above for theexecutive committee.

 

4.3                                 Removal.  The board of directors shall have power at any time to remove anymember of any committee, with or without cause, and to fill vacancies in and todissolve any such committee.

 

ARTICLE FIVE

MEETINGS OF THE BOARD OF DIRECTORS

 

5.1                                 Time and Place.  Meetings of the board of directors may be held at any time andplace either within or without the State of Georgia.

 

5.2                                 Regular Meetings.  Regular meetings of the board ofdirectors may be held without notice at such time and place, within or withoutthe State of Georgia, as shall be determined by the board of directors fromtime to time.

 

5.3                                 Special Meetings.  Special meetings of the board ofdirectors may be called by the chairman of the board or the president on notless than two (2) days notice by mail, telegram, cablegram, personal delivery,telephone, or e-mail (provided the recipient has an e-mail address) to eachdirector and shall be called by the chairman of the board or the president inlike manner and on like notice on the written request of any two or moredirectors.  Any such special meeting shall be held at such time and place,within or without the State of Georgia, as shall be stated in the notice of themeeting.

 

5.4                                 Content and 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 notice thereofunless the director at the beginning of the meeting (or promptly upon his orher arrival) objects to holding the meeting or transacting business at themeeting 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 quorum for the transaction ofbusiness.  directors may participate in any meeting

 

----

 

by means of conference telephone or similarcommunications equipment by means of which all persons participating in themeeting can hear each other, and participation in a meeting by means of suchcommunications equipment shall constitute the presence in person at suchmeeting.  Except as may be otherwise specifically provided by law, thearticles of incorporation or these bylaws, all resolutions adopted and allbusiness transacted by the board of directors shall require the affirmative voteof a majority of the directors present at the meeting.  In the absence ofa quorum, a majority of the directors present at any meeting may adjourn themeeting from time to time until a quorum is present.  Notice of anyadjourned meeting need only be given by announcement at the meeting at whichthe adjournment is taken.

 

5.6                                 Tie Votes. When a quorum of directors is present at any meeting of the board ofdirectors and directors vote on any action required or permitted to be taken atsuch meeting, if the vote results in a tie, the chairman’s vote shall determinethe outcome of the action.

 

5.7                                 Action in Lieu of Meeting.  Any action required or permitted to betaken at any meeting of the board of directors or of any committee thereof maybe taken without a meeting if a written consent thereto is signed by allmembers of the board of directors or of such committee, as the case may be, andsuch written consent is filed with the minutes of the proceedings of the boardof directors and upon compliance with any further requirements of lawpertaining to such consents.

 

5.8                                 Interested Directors and Officers.  An interested director or officer is onewho is 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 or transaction isfair as to the corporation as of the time it is authorized, approved orratified by the board, committee or shareholders.  Interested directorsmay be counted in determining the presence of a quorum at a meeting of theboard 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 chiefexecutive officer, a president and a secretary, and may include a treasurer,chairman of the board, one or more vice presidents, one or more assistantsecretaries, and one or more assistant treasurers.  The officers shall beelected by the board of directors at the first meeting of the board ofdirectors

 

----

 

after the annual meeting of the shareholders ineach year or shall be appointed as provided in these bylaws.  The board ofdirectors may elect other officers, agents and employees, who shall have suchauthority 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 faithful performanceof his or her duties.

 

6.2                                 Powers and Duties of the Chief Executive Officer,the Chairman of the Board and the President.  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 Executive Officer shall havegeneral charge of the business and affairs of the Corporation and shall keepthe board of directors fully advised.  The chief executive officer shallemploy and discharge employees and agents of the Corporation, except such asshall be elected by the board of directors, and he or she may delegate thesepowers.  The chief executive officer may vote the shares or othersecurities of any other domestic or foreign Corporation of any type or kindwhich may at any time be owned by the Corporation, may execute any shareholders’or other consents in respect thereof and may in his or her discretion delegatesuch powers by executing proxies, or otherwise, on behalf of theCorporation.  The board of directors, by resolution from time to time, mayconfer like powers upon any other person or persons.

 

(b)                                 The Chairman of the Board shall preside atall meetings of the board of directors and at all meetings of theshareholders.  The chairman of the board shall perform such other dutiesas the board of directors may from time to time direct, but shall notparticipate in any major policy-making functions of the corporation other thanin his or her capacity as a director.

 

(c)                                  The President shall, unless otherwiseprovided by the board of directors, be the chief executive officer of the corporation. The president shall have general charge of the business and affairs of thecorporation and shall keep the board of directors fully advised.  Thepresident shall employ and discharge employees and agents of the corporation,except such as shall be elected by the board of directors, and he or she maydelegate these powers.  The president shall have such powers and performsuch duties as generally pertain to the office of the president, as well assuch further powers and duties as may be prescribed by the board ofdirectors.  The president may vote the shares or other securities of anyother domestic or foreign

 

----

 

corporation of any type or kind which may at anytime 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                                 Powers and 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                                 Powers and 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                                 Powers and 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 AssistantSecretaries.  Assistantsecretaries may be appointed by the president or elected by the board ofdirectors.  In the absence or inability of the secretary to act, anyassistant secretary may perform all the duties and exercise all the powers ofthe secretary.  The performance of any such duty shall be conclusiveevidence of the Assistant secretary’s power to act.  An assistantsecretary shall also perform such other duties as the secretary or the board ofdirectors may assign to him or her.

 

----

 

6.7                                 Appointment, Powers and Duties of AssistantTreasurers.  Assistanttreasurers may be appointed by the president or elected by the board ofdirectors.  In the absence or inability of the treasurer to act, anassistant treasurer may perform all the duties and exercise all the powers ofthe treasurer.  The performance of any such duty shall be conclusiveevidence of the assistant treasurer’s power to act.  An assistanttreasurer shall also perform such other duties as the treasurer or the board ofdirectors may assign to him or her.

 

6.8                                 Delegation of Duties.  In case of the absence of any officer ofthe corporation, or for any other reason that the board of directors may deemsufficient, the board of directors (or in the case of assistant secretaries orassistant treasurers only, the president) may confer for the time being thepowers and duties, or any of them, of such officer upon any other officer orelect or appoint any new officer to fill a vacancy created by death,resignation, retirement or termination of any officer.  In such latterevent such new officer shall 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 acertificate or certificates representing shares of the corporation which shallbe in such form as the board of directors may from time to time adopt and shallbe numbered 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 this corporation;

 

(ii)                                  that the corporation is organized under the lawsof the State of Georgia;

 

(iii)                               the name or names of the person or persons towhom the certificate is issued;

 

(iv)                              the number and class of shares, and thedesignation of the series, if any, which the certificate represents; and

 

(v)                                 if any shares represented by the certificate arenonvoting shares, a statement or notation to that effect; and, if the sharesrepresented by the certificate are subordinate to shares of any other class orseries with respect to dividends or amounts payable on liquidation, thecertificate shall further set forth on either the face or back thereof a clearand concise statement to that effect.

 

(b)                                 Each certificate shall be signed by the presidentor a vice president and the secretary or an assistant secretary and may besealed with the seal of the corporation or a facsimile thereof.  If acertificate is countersigned by a transfer agent or registered by a registrar,other than the corporation itself or an employee of the corporation, thesignature of any such

 

----

 

officer of the corporation may be a facsimile. In case any officer or officers who shall have signed, or whose facsimilesignature or signatures shall have been used on, any such certificate orcertificates shall cease to be such officer or officers of the corporation,whether because of death, resignation or otherwise, before such certificate orcertificates shall have been delivered by the corporation, such certificate orcertificates may nevertheless be delivered as though the person or persons whosigned such certificate or certificates or whose facsimile signatures shallhave been used thereon had not ceased to be such officer or officers.

 

7.2                                 Shareholder List.  The corporation shall keep or cause to bekept a record of the shareholders of the corporation which readily shows, inalphabetical order or by alphabetical index, and by classes or series of stock,if any, the names of the shareholders entitled to vote, with the address of andthe number of shares held by each.  The record shall be presented and keptopen at all meetings of the shareholders.

 

7.3                                 Transfer of Shares.  Transfers of stock shall be made on thebooks of the corporation only by the person named in the certificate, or bypower of attorney 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                                 Record Dates.  For the purpose of determining shareholders entitled to notice ofor 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 such determinationof shareholders, such date to be not more than seventy (70) days and, in caseof a meeting of shareholders, not less than ten (10) days, prior to the date onwhich the particular action requiring such determination of shareholders is tobe taken.

 

7.5                                 Registered Owner.  The corporation shall be entitled totreat the holder of record of any share of stock of the corporation as theperson entitled to vote such share, to receive any dividend or otherdistribution with respect to such share, and for all other purposes andaccordingly shall not be bound to recognize any equitable or other claim orinterest in such share on the part of any other person, whether or not it shallhave express or other notice thereof, except as otherwise provided by law.

 

7.6                                 Transfer Agent and Registrars.  The board of directors may appoint one ormore transfer agents and one or more registrars and may require each stockcertificate to bear the signature or signatures of a transfer agent or aregistrar or both.

 

7.7                                 Lost Certificates.  Any person claiming a certificate ofstock to be lost, stolen or destroyed shall make an affidavit or affirmation ofthe fact in such manner as the board of directors may require and, if thedirectors so require, shall give the corporation a bond of indemnity in formand amount and with one or more sureties satisfactory to the board ofdirectors, whereupon an appropriate new certificate may be issued in lieu ofthe certificate alleged to have been lost, stolen or destroyed.

 

----

 

7.8                                 Fractional Shares or Scrip.  The corporation may, when and ifauthorized so to do by its board of directors, issue certificates forfractional shares or scrip in order to effect share transfers, sharedistributions or reclassifications, mergers, share exchanges or reorganizations. Holders of fractional shares shall be entitled, in proportion to theirfractional holdings, to exercise voting rights, receive dividends andparticipate in any of the assets of the corporation in the event ofliquidation.  Holders of scrip shall not, unless expressly authorized bythe board of directors, be entitled to exercise any rights of a shareholder ofthe corporation, including voting rights, dividend rights or the right toparticipate in any assets of the corporation in the event of liquidation. In lieu of issuing fractional shares or scrip, the corporation may pay in cashthe fair value of fractional interests as determined by the board of directors;and the board of directors may adopt resolutions regarding rights with respectto fractional shares or scrip as it may deem appropriate, including withoutlimitation the right for persons entitled to receive fractional shares to sellsuch fractional shares or purchase such additional fractional shares as may beneeded to acquire one full share, or sell such fractional shares or scrip forthe account of such persons.

 

ARTICLE EIGHT

BOOKS AND RECORDS; SEAL; ANNUAL STATEMENTS

 

8.1                                 Inspection of 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 and gives thecorporation written notice of his demand at least five business days before thedate on which he wishes to inspect and copy:

 

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

 

(ii)                                  accounting records of the corporation; and

 

(iii)                               the record of shareholders.

 

(b)                                 A shareholder owning more than 2% of theoutstanding shares of the corporation may inspect and copy the recordsdescribed in subsection (a) of this Section 8.1 only if:

 

(i)                                     the shareholder’s demand is made in good faithand for a proper purpose that is reasonably relevant to his or her legitimateinterest as a shareholder;

 

(ii)                                  the shareholder describes with reasonableparticularity his or her purpose and the records he or she desires to inspect;

 

(iii)                               the records are directly connected with his orher purpose; and

 

----

 

(iv)                              the records are to be used only for the statedpurpose.

 

(c)                                  If the secretary or a majority of the corporation’sboard of directors or executive committee members find that the request isproper, the secretary shall promptly notify the shareholder of the time andplace at which the inspection may be conducted.

 

(d)                                 If said request is found by the secretary, theboard of directors or the executive committee to be improper, the secretaryshall so notify the requesting shareholder on or prior to the date on which theshareholder requested to conduct the inspection. The secretary shall specify insaid notice the basis for the rejection of the shareholder’s request.

 

(e)                                  The secretary, the board of directors and theexecutive committee shall at all times be entitled to rely on the corporaterecords in making any determination hereunder.

 

8.2                                 Seal.  The corporate seal shall be in such form as the board ofdirectors may from time to time determine.  In the event it isinconvenient to use such a seal at any time, the signature of the corporationfollowed by the word “Seal” enclosed in parentheses or scroll shall be deemedthe seal of the corporation.

 

8.3                                 Annual Statements.  Not later than four months after theclose of each fiscal year, and in any case prior to the next annual meeting ofshareholders, the corporation shall prepare:

 

(a)                                  A balance sheet showing in reasonable detail thefinancial condition of the corporation as of the close of its fiscal year, and

 

(b)                                 A profit and loss statement showing the resultsof its operations during its fiscal year.  Upon written request, thecorporation promptly shall mail to any shareholder of record a copy of its mostrecent balance sheet and profit and loss statement.

 

ARTICLE NINE

INDEMNIFICATION

 

9.1                                 Authority to Indemnify. The corporation shall indemnify or obligateitself to indemnify an individual made a party to a proceeding because he orshe is or was a director or officer of the corporation (or was serving at therequest of the corporation as a director, officer or employee or agent ofanother corporation, partnership, joint venture, trust or other enterprise) forreasonable expenses, judgments, fines, penalties and amounts paid in settlement(including attorneys’ fees), incurred in connection with the proceeding if theindividual acted in manner he or she believed in good faith to be in or notopposed to the best interests of the corporation and, in the case of anycriminal proceeding, he or she had no reasonable cause to believe his or herconduct was unlawful. The termination of a proceeding by judgment, order,settlement, or conviction, or upon a plea of nolocontendere orits equivalent is not, of itself, determinative that the director, officer,employee or agent did not meet the standard of conduct set forth above. Indemnificationpermitted under this action in connection with a proceeding by or in the rightof the corporation is limited to reasonable expenses incurred in connectionwith the proceeding.

 

----

 

9.2                                 Mandatory Indemnification. The extent that a director, officer, employeeor agent of the corporation has been successful, on the merits or otherwise, inthe defense of any proceeding to which he or she was a party, or in defense ofany claim, issue, or matter therein, because he or she is or was a director,officer, employee or agent of the corporation, the corporation shall indemnifythe director, employee or agent against reasonable expenses incurred by him orher in connection therewith.

 

9.3                                 Advance for Expenses. The corporation shall pay for or reimburse thereasonable expenses incurred by a director or officer of the corporation who isa party to a proceeding in advance of final disposition of the proceeding if(a) he or she furnishes the corporation written affirmation of his or her goodfaith belief that he or she has met the standard of conduct set forth inSection 9.1 of this section, and (b) he or she furnishes the corporation awritten undertaking, executed personally or on his or her behalf, to repay anyadvances if it is ultimately determined that he or she is not entitled toindemnification. The undertaking required by this section must be an unlimitedgeneral obligation but need not be secured and may be accepted without referenceto financial ability to make repayment.

 

9.4                                 Court-ordered Indemnification and Advances forExpenses. A director, officer,employee or agent of the corporation who is a party to a proceeding may applyfor indemnification or advances for expenses to the court conducting theproceeding or to another court of competent jurisdiction.

 

9.5                                 Determination of Indemnification. Except as provided in Section 9.2 and except asmay be ordered by the court, the corporation may not indemnify a director,officer, employee or agent under Section 9.1 unless authorized thereunderand a determination has been made in the specific case that indemnification ofthe director, officer, employee or agent is permissible in the circumstancesbecause he or she has met the standard of conduct set forth in Section 9.1.The determination shall be made:

 

(a)                                  By the board of directors by majority vote of aquorum consisting of directors not at the time parties to the proceedings;

 

(b)                                 If a quorum cannot be obtained, by majority voteof a committee duly designated by the board of directors (in which designationdirectors who are parties may participate), consisting solely of two or moredirectors not at the time parties to the proceeding;

 

(c)                                  By special legal counsel:

 

(i)                                     Selected by the board of directors or itscommittee in the manner prescribed in paragraph (a) or (b) of this section; or

 

(ii)                                  If a quorum of the board of directors cannot beobtained and a committee cannot be designated, selected by majority vote of thefull board of directors (in which selection directors who are parties mayparticipate); or

 

----

 

(d)                                 By the shareholders, but shares owned by or votedunder the control of directors who are at the time parties to the proceedingmay 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                                 Other Rights. The indemnification and advancement of expenses provided by or grantedpursuant to this Article Nine shall not be deemed exclusive of any otherrights, in respect of indemnification or otherwise, to which those seekingindemnification or advancement of expenses may be entitled under any bylaw,resolution, agreement or contract either specifically or in general termsapproved by the affirmative vote of the holders of a majority of the sharesentitled to vote thereon taken at a meeting the notice of which specified that suchbylaw, resolution or agreement would be placed before the stockholders, both asto action by a director, trustee, officer, employee or agent in his or herofficial capacity and as to action in another capacity while holding suchoffice or position; except that no such other rights, in respect toindemnification or otherwise, may be provided or granted to a director,trustee, officer, employee, or agent pursuant to this Section 9.7 by thecorporation for liability for (a) any appropriation, in violation of his or herduties, of any business opportunity of the corporation; (b) acts or omissionsnot in good faith or which involve intentional misconduct or a knowingviolation of law; (c) the types of liability set forth in Section 14-2-832 ofthe Georgia Business Corporation Code dealing with illegal or unauthorizeddistributions of corporate assets, whether as dividends or in liquidation ofthe corporation or otherwise; or (d) any transaction from which the directorderived an improper material tangible personal benefit.

 

9.8                                 Insurance. The corporation may purchase and maintain insurance on behalf of anindividual who is or was a director, officer, employee, or agent of thecorporation or who, while a director, officer, employee, or agent of thecorporation, is or was serving at the request of the corporation as a director,officer, partner, trustee, employee, or agent of another foreign or domesticcorporation, partnership, joint venture, trust, employee benefit plan, or otherenterprise against liability asserted against or incurred by him or her in thatcapacity or arising from his or her status as a director, officer, employee, oragent whether or not the corporation would have power to indemnify him or heragainst the same liability under this Article Nine.

 

9.9                                 Indemnification of Employees and Agents

 

(a)                                  The corporation may indemnify, or obligate itselfto indemnify, and may advance expenses under this Article 9.9 to an employee oragent of the corporation to the same or any lesser extent as a director or officer.

 

(b)                                 Authorization of indemnification or an obligationto indemnify under this Section 9.9 shall be made in the same manner asprovided in Section 9.5 for the determination that indemnification ispermissible, except that if there are fewer than two disinterested directors orif the determination is made by special legal counsel, authorization ofindemnification under

 

----

 

this Section 9.9 shall be made by those entitledunder subparagraph (c) of Section 9.5 to select special legal counsel.

 

(c)                                  Authorization to advance expenses under thisSection 9.9 shall be made:

 

(i)                                     By the board of directors:

 

(A)                              When there are two or more disinterested directors, by a majority vote ofall the disinterested directors (a majority of whom shall for such purpose constitutea quorum) or by a majority of the members of a committee of two or moredisinterested directors appointed by such a vote; or

 

(B)                                When there are fewer than two disinterested directors and if a quorum ofthe board of directors is present, by the affirmative vote of a majority ofdirectors present, in which authorization directors who do not qualify asdisinterested directors may participate; or

 

(ii)                                  By the shareholders, but shares owned or votedunder the control of a director who at the same time does not qualify as adisinterested director with respect to the proceeding may not be voted on theauthorization.

 

9.10                           Continuation of Expenses. Theindemnification and advancement of expenses provided by or granted pursuant tothis Article Nine shall continue as to a person who has ceased to be adirector, trustee, officer, employee, or agent and shall inure to the benefitof the heirs, executors, and administrators of such a person.

 

9.11                           Indemnification for Regulatory Actions. Notwithstanding the foregoing, the corporation may make or agree tomake indemnification payments to an institution-affiliated party, as defined at12 USC 1813(u), for an administrative proceeding or civil action initiated byany federal banking agency, only in accordance with the requirements of 12 USC1828(k) and its implementing regulations.

 

ARTICLE TEN

NOTICES: WAIVERS OF NOTICE

 

10.1                           Notices.  Except asotherwise specifically provided in these bylaws, whenever under the provisionsof these bylaws notice is required to be given to any shareholder, director orofficer, it shall not be construed to mean personal notice, but such notice maybe given by personal notice, by e-mail (provided the recipient has an e-mailaddress), by telegram or cablegram, or by mail by depositing the same in thepost office or letter box in a postage prepaid sealed wrapper, addressed tosuch shareholder, director or officer at such address as appears on the booksof the corporation, and such notice shall be deemed to be given at the timewhen the same shall be thus sent or mailed.

 

----

 

10.2                           Waivers of Notice. Except as otherwise provided in these bylaws, when any notice is required to begiven by law, by the articles of incorporation or by these bylaws, a writtenwaiver thereof, signed by the person entitled to notice, whether before orafter the time stated therein, shall be deemed equivalent to notice.  Inthe case of a shareholder, such waiver of notice may be signed by theshareholder’s attorney or proxy duly appointed in writing.

 

ARTICLE ELEVEN

EMERGENCY POWERS

 

11.1                           Bylaws.  The board ofdirectors may adopt emergency bylaws, subject to repeal or change by action ofthe shareholders, which shall, notwithstanding any provision of law, thearticles of incorporation or these bylaws, be operative during any emergency inthe conduct of the business of the corporation resulting from an attack on theUnited States or on a locality in which the corporation conducts its businessor customarily holds meeting of its board of directors or its shareholders, or duringany nuclear or atomic disaster, or during the existence of any catastrophe, orother similar emergency condition, as a result of which a quorum of the boardof directors or a standing committee thereof cannot readily be convened foraction.  The emergency bylaws may make any provision that may be practicaland necessary for the circumstances of the emergency.

 

11.2                           Lines of Succession. The board of directors, either before or during any such emergency, mayprovide, and from time to time modify, lines of succession in the event thatduring such an emergency any or all officers or agents of the corporation shallfor any reason be rendered incapable of discharging their duties.

 

11.3                           Head Office.  Theboard of directors, either before or during any such emergency, may (effectiveduring the emergency) change the head office or designate several alternativehead offices or regional offices, or authorize the officers to do so.

 

11.4                           Period of Effectiveness. To the extent not inconsistent with any emergency bylaws so adopted, thesebylaws shall remain in effect during any such emergency and upon itstermination, the emergency bylaws shall cease to be operative.

 

11.5                           Notices.  Unlessotherwise provided in emergency bylaws, notice of any meeting of the board ofdirectors during any such emergency may be given only to such of the directorsas it may be feasible to reach at the time, and by such means as may befeasible at the time, including publication, radio or television.

 

11.6                           Officers as Directors Pro Tempore.  To the extent required to constitute a quorum at any meeting ofthe board of directors during any such emergency, the officers of thecorporation who are present shall, unless otherwise provided in emergencybylaws, be deemed, in order of rank and within the same rank in order ofseniority, directors for such meeting.

 

----

 

11.7                           Liability of Officers, Directors and Agents.  No officer, director, agent or employeeacting in accordance with any emergency bylaw shall be liable except forwillful 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 the corporation may be altered or amendedand new bylaws may be adopted by the shareholders at any annual or specialmeeting of the shareholders or by the board of directors at any regular orspecial meeting of the board of directors; provided, however, that, if suchaction is to be taken at a meeting of the shareholders, notice of the generalnature of the proposed change in the bylaws shall be given in the notice ofmeeting.  The shareholders may provide by resolution that any bylawprovision repealed, amended, adopted, or altered by them may not be repealed,amended, adopted or altered by the board of directors.  Except asotherwise provided in the articles of incorporation, action by the shareholderswith respect to bylaws shall be taken by an affirmative vote of a majority ofall shares entitled to elect directors, and action by the board of directorswith respect to bylaws shall be taken by an affirmative vote of a majority ofall directors then holding office.

 

----