**Exhibit 3(ii)**

 

Amended on August 17, 2004

 

BYLAWS

 

OF

 

FAMILY DOLLAR STORES, INC.

 

 

ARTICLE I

 

OFFICES

 

SECTION 1.   DELAWARE OFFICE.  The registered office of the Corporation inthe State of Delaware shall be in the City of Wilmington, County of New Castle,State of Delaware, and the name of the registered agent in charge thereof isThe Prentice-Hall Corporation System, Inc.

 

SECTION 2.   OTHER OFFICES.  The Corporation may have an office oroffices at such other places in the United States or elsewhere as the Board ofDirectors may from time to time determine or the business of the Corporationmay require.

 

ARTICLE II

 

MEETINGS OF STOCKHOLDERS

 

SECTION 1.   ANNUAL MEETING.  An annual meeting of stockholders of theCorporation for the election of directors and for the transaction of such otherbusiness as may properly come before said meeting shall be held on the thirdThursday in January of each year, if not a legal holiday and if a legalholiday, then on the next succeeding full business day or on such other date asthe Board of Directors may designate, at such hour and at such place, within orwithout the State of Delaware, as shall be designated by the Board of Directorsand stated in the notice of said meeting.

 

SECTION 2.   SPECIAL MEETINGS.  Special meetings of stockholders for anypurpose or purposes may, except as otherwise prescribed by law or in theCertificate of Incorporation, be called at any time by the Chairman of theBoard or by resolution of the Board of Directors, to be held at such time andplace, within or without the State of Delaware, as may be designated in thenotice thereof.

 

SECTION 3.   NOTICE OF MEETING.  Except as otherwise provided or permitted bylaw or in the Certificate of Incorporation or in these Bylaws, written noticeof all meetings of stockholders, stating the place, date and hour and ingeneral terms only, the purpose or purposes thereof, shall be given to eachstockholder of record having voting power in respect of the business to betransacted thereat, either by serving such

 

----

 

notice upon him or her personally or by mailing the same to his or heraddress as it appears on the records of the Corporation.

 

SECTION 4.   QUORUM.  The holders of a majority of the stock issued and outstanding andentitled to vote thereat, present in person or by proxy, shall be required toand shall constitute a quorum at all meetings of the stockholders for thetransaction of business, except as otherwise provided by law, by theCertificate of Incorporation or by these Bylaws.  When a quorum is present at any meeting, the vote of the holdersof a majority of the stock having voting power present in person or by proxyshall decide any question brought before such meeting, unless the question isone upon which by express provision of law or of the Certificate ofIncorporation or of these Bylaws a larger or different vote is required, inwhich case such express provision shall govern and control the decision of suchquestion.  The stockholders present orrepresented at any duly called and held meeting at which a quorum is present orrepresented may continue to do business until adjournment, notwithstanding thewithdrawal of such number as to leave less than a quorum.

 

SECTION 5.   ADJOURNMENTS.  At any meeting of stockholders, including ameeting at which a quorum is not present or represented, the stockholdersentitled to vote thereat, present in person or by proxy, shall have power toadjourn the meeting from time to time, without notice other than announcementat the meeting of the time and place of the adjourned meeting.  At such adjourned meeting any business maybe transacted which might have been transacted at the original meeting.  If any adjournment, whether a quorum ispresent or not, is for more than thirty days, or if after the adjournment a newrecord date is fixed for the adjourned meeting, a notice of the adjournedmeeting shall be given to each stockholder of record entitled to vote at themeeting.

 

SECTION 6.   ORGANIZATION.  Each meeting of stockholders shall bepresided over by the Chairman of the Board, or in his or her absence, by theChief Executive Officer or Vice Chairman or the President or a Vice Presidentor any other person thereunto designated by the Chairman of the Board or by theBoard of Directors.  The date and timeof the opening and the closing of the polls for each matter upon which thestockholders will vote at a meeting shall be announced at such meeting by theperson presiding over the meeting. The Board of Directors may adopt byresolution such rules or regulations for the conduct of meetings ofstockholders as it shall deem appropriate. Except to the extent inconsistentwith such rules and regulations as adopted by the Board of Directors, the chairof any meeting of stockholders shall have the right and authority to prescribesuch rules, regulations and procedures and to do all such acts as, in thejudgment of such chair, are appropriate for the proper conduct of the meeting.Such rules, regulations or procedures, whether adopted by the Board ofDirectors or prescribed by the chair of the meeting, may include, withoutlimitation, the following: (1) the establishment of an agenda or order ofbusiness for the meeting; (2) rules and procedures for maintaining order at themeeting and the safety of those present; (3) limitations on attendance at orparticipation in the meeting, to stockholders of record of the Corporation,their duly authorized and constituted proxies or such other persons as thechair shall permit; (4) restrictions on entry to the meeting after the timefixed for the commencement

 

2

----

 

thereof, and (5) limitations on the time allotted to questions orcomments by participants. Unless, and to the extent determined by the Board ofDirectors or the chair of the meeting, meetings of stockholders shall not berequired to be held in accordance with rules of parliamentary procedure. TheSecretary, or in his or her absence an Assistant Secretary, or in the absenceof both the Secretary and an Assistant Secretary any person designated by theChairman of the Board or other person presiding at the meeting, shall act assecretary of the meeting.

 

SECTION 7.   PROXIES AND VOTING OF SHARES.  At any meeting of stockholders, eachstockholder entitled to vote any shares on any matter to be voted upon at suchmeeting may exercise such voting right either in person or by proxy appointedby an instrument in writing, which shall be filed with the Secretary of themeeting before being voted.  Suchproxies shall entitle the holders thereof to vote at any adjournment of suchmeeting, but shall not be valid after the final adjournment thereof.  No proxy shall be voted on after three yearsfrom its date unless said proxy provides for a longer period.  Except as otherwise expressly required bystatute, the vote on any question need not be by written ballot.

 

SECTION 8.   VOTING LIST OF STOCKHOLDERS.  The officer who shall have charge of thestock ledger of the Corporation shall prepare and make, at least ten daysbefore every meeting of stockholders, a complete list of the stockholdersentitled to vote at said meeting, arranged in alphabetical order and showingthe address and the number of shares registered in the name of each suchstockholder.  Such list shall be open tothe examination of any stockholder, for any purpose germane to the meeting,during ordinary business hours, for a period of at least ten days prior to themeeting, either at a place within the city where said meeting is to be held,which place shall be specified in the notice of the meeting, or, if not sospecified, at the place where the meeting is to be held.  The list shall also be produced and kept atthe time and place of the meeting during the whole time thereof and may beinspected by any stockholder who is present. The stock ledger shall be the only evidence as to who are thestockholders entitled to examine the stock ledger or the list of stockholdersreferred to above or the books of the Corporation, or to vote in person or byproxy at the meeting of stockholders.

 

SECTION 9.   NOTICE OF STOCKHOLDER BUSINESS ANDNOMINATIONS.  At any meeting of thestockholders, only business that has been properly brought before the meetingmay be conducted. Nominations for the election of directors and the proposal ofother business at an annual meeting may be made only: (1) pursuant to theCorporation’s notice of meeting; (2) by or at the direction of the Board ofDirectors; or (3) by a stockholder entitled to vote who complies with thisSection 9.

 

A notice of the intent of a stockholder tomake a nomination or to bring any other matter before the annual meetingpursuant to subsection (3) above, shall be delivered to the Secretary at theprincipal executive offices of the Corporation not later than the close ofbusiness on the ninetieth day nor earlier than the close of business on the onehundred twentieth day prior to the first anniversary of the preceding year’sannual meeting; provided, however, that in the event that the date of theannual meeting is more than

 

3

----

 

thirty daysbefore or more than seventy days after its anniversary date, notice by thestockholder must be so delivered not earlier than the close of business on theninetieth day prior to such annual meeting and not later than the close ofbusiness on the later of the forty-fifth day prior to such annual meeting orthe tenth day following the day on which public announcement of the date ofsuch meeting is first made by the Corporation. In the event of a specialmeeting at which directors are to be elected, any stockholder entitled to votemay nominate a person or persons for election as director if the stockholder’snotice is received by the Secretary of the Corporation not later than the closeof the fifteenth day following the day on which notice of the meeting is firstmailed to stockholders.

 

Any notice by a stockholder shall set forth:

 

(a)           the name and address of thestockholder;

 

(b)           a representation that the stockholderis a holder of the Corporation’s voting stock (including the number and classof shares held) and that the stockholder intends to appear in person or byproxy at the meeting to make the nomination or bring up the matter specified inthe notice;

 

(c)           with respect to notice of an intentto make a nomination, a description of all arrangements or understandings amongthe stockholder and each nominee and any other person or persons (naming suchperson or persons) pursuant to which the nomination or nominations are to bemade by the stockholder;

 

(d)           with respect to notice of an intentto make a nomination, all information regarding each nominee that would berequired to be disclosed in solicitations of proxies for election of directorsin an election contest pursuant to Regulation 14A under the Securities ExchangeAct of 1934, as amended (the “Exchange Act”); and

 

(e)           with respect to notice of an intentto bring up any other matter, a description of the matter, and any materialinterest of the stockholder in the matter.

 

Notice of intent to make a nomination shall be accompanied by thewritten consent of each nominee to serve as director of the Corporation if soelected.

 

Notwithstanding the foregoing provisions of this Section 9, astockholder shall also comply with all applicable requirements of the ExchangeAct and the rules and regulations thereunder with respect to the matters setforth in this Section 9. Nothing in this Section 9 shall be deemed to affectany rights of stockholders to request inclusion of proposals in theCorporation’s proxy statement pursuant to Rule 14a-8 under the Exchange Act.

 

4

----

 

ARTICLE IIIDIRECTORS

 

SECTION 1.   POWER AND DUTIES OF THE BOARD OF DIRECTORS.  The Board of Directors shall have thegeneral management of the affairs, property and business of the Corporation andmay adopt such rules and regulations for that purpose and for the conduct oftheir meetings as they may deem proper. The Board of Directors may exercise and shall be vested with the powersof the Corporation insofar as not inconsistent with law, the Certificate ofIncorporation or these Bylaws.

 

SECTION 2.   NUMBER AND QUALIFICATIONS.  The authorized number of directors shall bedetermined by the affirmative vote of a majority of the total number ofdirectors given at a regular or special meeting of the Board of Directors;provided, that, if the number so determined is to be increased or decreased,notice of the proposed increase or decrease shall be included in the notice ofsuch meeting unless all of the directors at the time in office be present atsuch meeting or those not present shall at any time waive or have waived noticethereof in writing; and provided further, that the number of directors whichshall constitute the total number of directors shall not be reduced to a numberless than the number of directors then in office unless such reduction shallbecome effective only at and after the next ensuing meeting of stockholders forthe election of directors or upon the resignation of an incumbent director.  Directors need not be stockholders of theCorporation.

 

SECTION 3.   ELECTION AND TERM.  Except as otherwise provided by law or bythese Bylaws, the directors of the Corporation shall be elected at the annualmeeting of stockholders in each year. Each director shall be elected to serveuntil the next annual meeting of stockholders and until a successor shall havebeen duly elected and shall qualify, subject to the provisions of Article Vhereof.

 

SECTION 4.   REGULAR MEETINGS.  Regular meetings of the Board of Directorsshall be held at such time and place, either within or outside of the State ofDelaware, as may be determined by resolution of the Board of Directors.  No notice of a regular meeting need be given(any practice or custom at any time to the contrary notwithstanding) and anybusiness may be transacted at a regular meeting, held as aforesaid, subjectonly to the requirements of Section 2 of Article III.

 

SECTION 5.   SPECIAL MEETINGS.  Special meetings of the Board of Directorsmay, unless otherwise expressly provided by law, be called from time to time bythe Chairman of the Board, the Lead Director, the Chief Executive Officer orthe Vice Chairman, or by a written call signed by any two or more directors andfiled with the Secretary.  Each specialmeeting of the Board of Directors shall be held at such place, either within oroutside of the State of Delaware, as shall be designated in the notice of suchmeeting.

 

SECTION 6.   NOTICE OF SPECIAL MEETINGS.  Notice of a special meeting of the Board ofDirectors, stating the place, date and hour thereof, shall, except

 

5

----

 

as otherwise expressly providedby law or as provided in Section 2 of Article VII hereof, be given by mailing,telecopying or by sending by electronic transmission the same to each directorat his or her residence or business address at any time on or before the secondday before the day of the meeting or by delivering the same to him or herpersonally or telephoning the same to him or her personally at his or her residenceor business address not later than the day before the day of the meeting,unless, in case of exigency, the Chairman of the Board, or in the absence ofthe Chairman of the Board, the Lead Director, the Chief Executive Officer, theVice Chairman, the President, a Vice President or the Secretary, shallprescribe a shorter notice to each director at his or her residence or businessaddress.  Except as otherwise requiredby statute or the Bylaws, no notice or waiver of notice of a special meeting ofthe Board of Directors need state the purpose or purposes of such meeting, andany business may be transacted thereat, any practice or custom at any time tothe contrary notwithstanding.

 

SECTION 7.   QUORUM.  A majority of the directors at the time in office, but in noevent less than one-third of the total number of directors, shall constitute aquorum for the transaction of business at any meeting of the Board ofDirectors.  If less than a quorum bepresent at a meeting, the directors present may adjourn the meeting and themeeting may be held as adjourned without further notice.  If a quorum be present at a meeting and themeeting is adjourned to reconvene at a later time and/or date, no notice needbe given other than announcement at the meeting.  Except as otherwise provided by law, by the Certificate ofIncorporation or by these Bylaws, when a quorum is present at any meeting ofthe Board of Directors, a majority of the directors present at such meetingshall decide any question brought before such meeting and the action of suchmajority shall be deemed to be the action of the Board of Directors.  The directors present at any duly called andheld meeting at which a quorum is present or represented may continue to dobusiness until adjournment, notwithstanding the withdrawal of such number as toleave less than a quorum.

 

SECTION 8.   CHAIRMAN OF THE BOARD AND LEAD DIRECTOR.  The Board of Directors shall appoint fromamong its members a director who shall be designated as the Chairman of theBoard and who may, as provided in Article IV, Section 4 hereof, also be theChief Executive Officer of the Corporation. If the Chairman of the Board is not the Chief Executive Officer of theCorporation, the Chairman of the Board shall not be an officer of theCorporation, unless otherwise designated as such by the Board of Directors. TheChairman of the Board shall, when present, preside at all meetings of the Boardof Directors.

 

If the Chief Executive Officer is serving as the Chairman of the Board,the Board of Directors shall appoint from among its members a director whoshall be designated as the Lead Director. The Lead Director shall consult withand act as a liaison between the Board of Directors and the Chief ExecutiveOfficer and perform such other duties and have such other powers as the Boardof Directors may from time to time prescribe. The Lead Director, if any, shall, when present, preside over meetings ofthe Board of Directors in the absence of the Chairman of the Board.  Meetings of the non-management and/or independentmembers of the Board of Directors shall be presided over by the Lead

 

6

----

 

Director, of if there is none,by the Chairman of the Board, if he or she is independent, or if he or she isnot independent, by a director selected to so preside at such meeting(s).

 

SECTION 9. ORGANIZATION.  Eachmeeting of the Board of Directors shall be presided over by the Chairman of theBoard, or, in the absence of the Chairman of the Board, the Lead Director, orin the absence of the Chairman of the Board and the Lead Director, by anydirector selected to preside by vote of a majority of the directorspresent.  The Secretary, or in his orher absence an Assistant Secretary, or in the absence of both the Secretary andan Assistant Secretary, or at the request of the chairman of the meeting (withthe consent of the Secretary, if present), any person designated by thechairman of the meeting shall act as secretary of the meeting.

 

SECTION 10. COMPENSATION OF DIRECTORS. The directors may be paid their expenses of attendance at each meetingof the Board of Directors and may be paid a fixed sum for attendance at eachmeeting of the Board of Directors or a stated salary as director.  The Board of Directors shall have theauthority to fix the compensation of the directors.  No such payment shall preclude any director from serving theCorporation in any other capacity and receiving compensation therefor.  Members of special or standing committeesmay be allowed like reimbursement and additional compensation for attendingcommittee meetings.  Members of theBoard of Directors may also participate in stock option, stock bonus and otherequity compensation plans and programs established by the Corporation to theextent they are by the terms thereof eligible to so participate.

 

SECTION 11.  COMMITTEES.  The Board ofDirectors may, by resolution or resolutions adopted by the Board of Directors,designate one or more committees, each committee to consist of two or more ofthe directors of the Corporation, which, to the extent provided in saidresolution or resolutions, shall have and may exercise the powers of the Boardof Directors in the management of the business and affairs of the Corporation,and may have the power to authorize the seal of the Corporation to be affixedto all papers which may require it, but no such committee shall have any poweror authority not permitted by statute. Such committee or committees shall have such name or names as may bedetermined from time to time by resolution adopted by the Board ofDirectors.  The committees shall keepregular minutes of their proceedings and report the same to the Board ofDirectors when required.

 

SECTION 12 . WRITTEN CONSENTS. Any action required or permitted to be taken at any meeting of the Boardof Directors or by any committee thereof may be taken without a meeting, if allmembers of the Board of Directors or of such committee, as the case may be,consent thereto in writing, and the writing or writings are filed with the minutesof proceedings of the Board of Directors or committee.

 

SECTION 13.  TELEPHONIC PARTICIPATION. Members of the Board of Directors or any committee thereof mayparticipate in a meeting of the Board of Directors or such committee by meansof a conference telephone or similar communications equipment by means of whichall persons participating in the meeting can hear each

 

7

----

 

other, and participation in ameeting in such manner shall constitute presence in person at such meeting.

 

ARTICLE IVOFFICERS

 

SECTION 1.   NUMBER AND APPOINTMENT.  Unless otherwise determined by the Board ofDirectors, the officers of the Corporation shall be a Chairman of the Board, aChief Executive Officer, a Vice Chairman, a President, a Chief FinancialOfficer, a Secretary and a Treasurer. The Board of Directors may also appoint one or more Vice Presidents, aComptroller and one or more Assistant Vice Presidents, Assistant Comptrollers,Assistant Secretaries and Assistant Treasurers.  Any number of offices may be held by the same person but noofficer shall act in more than one capacity where action of two or moreofficers is required.

 

SECTION 2.   APPOINTMENT, TERM AND QUALIFICATION.  The Board of Directors shall appoint theChairman of the Board, Chief Executive Officer, Vice Chairman, President, ChiefFinancial Officer, Secretary or Treasurer, and may appoint such other officersas it may designate or may authorize a duly appointed officer to appoint one ormore other officers or assistant officers, other than those set forthabove.  Each such officer shall serve assuch at the pleasure of the Board of Directors.  None of the officers of the Corporation, other than that theChairman of the Board, need be directors.

 

SECTION 3.   OTHER OFFICERS.  The Board of Directors may also appoint suchother officers and agents, or provide for the appointment of such otherofficers and agents, as it may deem necessary for the transaction of thebusiness of the Corporation.  Suchofficers and agents shall hold office for such period, have such authority andperform such duties as shall be determined from time to time by or under theauthority of the Board of Directors.

 

SECTION 4.   CHAIRMAN OF THE BOARD.  The Chairman of the Board shall be appointedby the Board of Directors from among its members as set forth in Article III,Section 8 hereof. If the Chief Executive Officer is appointed as the Chairmanof the Board, he or she shall hold such position as an officer of theCorporation. In addition to the duties set forth in Articles II and III hereof,the Chairman of the Board shall perform such other duties and have such otherpowers as the Board of Directors may from time to time prescribe.

 

SECTION 5.   CHIEF EXECUTIVE OFFICER.  The Chief Executive Officer shall have thegeneral control and management of the business and affairs of the Corporation,under the direction of the Board of Directors. He or she shall have power: (1) to select and appoint all necessary officersand employees of the Corporation except such officers as under these Bylaws areto be appointed exclusively by the Board of Directors; (2) to remove allofficers or employees selected or appointed by him or her whenever he or sheshall deem it necessary, and to make new appointments to fill the vacancies;and (3) to suspend from office for cause any officer appointed by the Board of

 

8

----

 

Directors, which shall beforthwith declared in writing to the Board of Directors.  The Chief Executive Officer shall performsuch other duties and have such other powers as the Board of Directors may fromtime to time prescribe.

 

SECTION 6.   VICE CHAIRMAN.  The Vice Chairman shall be the chiefadministrative officer of the Corporation and shall perform such other dutiesand have such other powers as the Board of Directors or the Chairman of theBoard or the Chief Executive Officer may from time to time prescribe.

 

SECTION 7.   PRESIDENT.  The President shall perform such duties and have such powersrelative to the business and affairs of the Corporation as the Board ofDirectors or the Chairman of the Board or the Chief Executive Officer may fromtime to time prescribe.  If the Board ofDirectors shall not have elected a Chief Executive Officer, the President shallhave such authority and shall perform such additional duties as in these Bylawsis provided for the office of Chief Executive Officer.

 

SECTION 8.   CHIEF FINANCIAL OFFICER.  The Chief Financial Officer shall beresponsible for the general oversight and management of the financial affairsof the Corporation and shall perform such other duties and have such otherpowers as the Board of Directors or the Chairman of the Board or the ChiefExecutive Officer may from time to time prescribe.

 

SECTION 9.   VICE PRESIDENTS.  Each Vice President shall perform suchduties as from time to time may be assigned to him or her by the Board ofDirectors, the Chairman of the Board, the Chief Executive Officer, the ViceChairman, the President or as may be prescribed by the Bylaws.  A Vice President may be designated as thechief accounting officer of the Corporation who shall have general supervisionover the Corporation’s accounting division and the Treasurer’s department,subject to the control of the Board of Directors and the Chairman of the Boardand the Chief Executive Officer and the Vice Chairman.

 

SECTION 10.         SECRETARY.  The Secretary shall record or cause to berecorded in books provided for the purpose all the proceedings of the meetingsof the Corporation including those of the stockholders, the Board of Directorsand all committees thereof; shall see that all notices are duly given inaccordance with the provisions of these Bylaws and as required by law; shall becustodian of the records (other than financial) and of the seal of theCorporation and see that the seal is affixed to all documents the execution ofwhich on behalf of the Corporation under its seal is duly authorized inaccordance with the provisions of these Bylaws; shall see that the books,reports, statements, certificates and all other documents and records requiredby law are properly kept and filed; and in general, the Secretary shall performall duties incident to the office of Secretary and such other duties as may,from time to time, be assigned to him or her by the Board of Directors, theChairman of the Board, the Chief Executive Officer, the Vice Chairman or thePresident.

 

SECTION 11.         ASSISTANTSECRETARIES.  In the absence of theSecretary, or in case of his or her inability to act, an Assistant Secretarydesignated by the Chairman

 

9

----

 

of the Board, the Chief Executive Officer, the Vice Chairman, thePresident or the Board of Directors shall perform all duties of the Secretaryand, when so acting, shall have all the powers of the Secretary.  The Assistant Secretaries shall perform suchother duties as from time to time shall be assigned to them by the Board ofDirectors, the Chairman of the Board, the Chief Executive Officer, the ViceChairman, the President or the Secretary.

 

SECTION 12. TREASURER.  The Treasurershall have charge and custody of and be responsible for all funds andsecurities of the Corporation, and deposit all such funds in the name of theCorporation in such banks, trust companies or other depositories as shall beselected in accordance with the provisions of these Bylaws; receive, and givereceipts for, monies due and payable to the Corporation from any sourcewhatsoever; and in general, perform all the duties incident to the office ofTreasurer and such other duties as from time to time may be assigned to him orher by the Board of Directors, the Chairman of the Board, the Chief ExecutiveOfficer, the Vice Chairman, or the Chief Financial Officer.

 

SECTION 13. ASSISTANT TREASURERS.  Inthe absence of the Treasurer, or in case of his or her inability to act, anAssistant Treasurer designated by the Chairman of the Board, the ChiefExecutive Officer, the Vice Chairman, the Chief Financial Officer or the Boardof Directors shall perform all the duties of the Treasurer and, when so acting,shall have all the powers of the Treasurer. The Assistant Treasurers shall perform such other duties as from time totime may be assigned to them by the Board of Directors, the Chairman of theBoard, the Chief Executive Officer, the Vice Chairman, the Chief FinancialOfficer, or the Treasurer.

 

SECTION 14. COMPENSATION.  Thecompensation of all officers, agents and employees of the Corporation shall befixed from time to time by or in the manner prescribed by the Board ofDirectors.  No officer shall beprevented from receiving such salary by reason of the fact that he or she isalso a director of the Corporation or a member of any committee.

 

ARTICLE VRESIGNATIONS AND REMOVALS

 

SECTION 1.   RESIGNATIONS.  Any director, officer or agent of theCorporation may, subject to contrary provision in any applicable contract,resign at any time by giving written notice to any of the Board of Directors,the Chairman of the Board, the Chief Executive Officer, the Vice Chairman, thePresident or the Secretary of the Corporation, and any member of any committeemay resign at any time by giving notice either as aforesaid or to the committeeof which he or she is a member or to the chairman thereof.  Any such resignation shall take effect atthe time specified therein or, if the time is not specified, upon receiptthereof; and unless otherwise specified herein, acceptance of such resignationshall not be necessary to make it effective.

 

10

----

 

SECTION 2.   REMOVALS.  The stockholders at any meeting called for the purpose, by voteof the majority of the outstanding stock entitled to vote, may remove fromoffice either for or without cause any director and elect his or her successor.  The Board of Directors may remove fromoffice any officer, agent or member of any committee, elected or appointed byit.

 

ARTICLE VIVACANCIES

 

SECTION 1.   AMONG DIRECTORS.  If the office of any director becomes vacantat any time by reason of death, resignation, retirement, disqualification,removal from office or otherwise, or if any new directorship is created by anyincrease in the authorized number of directors, a majority of the directorsthen in office, although less than a quorum, or the sole remaining director,may choose a successor or fill the newly created directorship, and the directorso chosen shall hold office, subject to the provisions of these Bylaws, untilthe next annual election of directors and until his or her successor shall be dulyelected and shall qualify.  In the eventthat a vacancy arising as aforesaid shall not have been filled by the Board ofDirectors, such vacancy may be filled by the stockholders at any meetingthereof after such office becomes vacant. If one or more directors shall resign from the Board of Directors,effective at a future date, a majority of the directors then in office,including those who have so prospectively resigned, shall have the power tofill such vacancy or vacancies, the vote thereon to take effect when suchresignation or resignations shall become effective, and each director so chosenshall hold office as herein provided in the filling of other vacancies.

 

SECTION 2.   AMONG OFFICERS, ETC.  If the office of the Chairman of the Board,Chief Executive Officer, Vice Chairman, President, any Vice President, theSecretary or the Treasurer, or of any other officer or agent or member of anycommittee, becomes vacant at any time by reason of death, resignation,retirement, disqualification, removal from office, or otherwise, such vacancyor vacancies shall be filled by the Board of Directors or as authorized by it.

 

ARTICLE VIINOTICES

 

SECTION 1.   MANNER OF GIVING.  Whenever under the provisions of the laws ofthe State of Delaware, the Certificate of Incorporation or these Bylaws, noticeis required to be given to any director or stockholder, it shall not beconstrued to mean personal notice, but such notice may be given by mailing,telecopying or sending by electronic transmission the same to each suchdirector or stockholder at such address as appears on the books or in therecords of the Corporation, and such notice shall be deemed to be given at thetime when the same is thus mailed, telecopied or sent by electronictransmission.

 

11

----

 

SECTION 2.   WAIVER OF NOTICE.  Whenever under the provisions of theseBylaws, or of the Certificate of Incorporation, or of any of the laws of theState of Delaware, the stockholders or directors are authorized to hold anymeeting or take any action after notice or after the lapse of any prescribedperiod of time, a waiver thereof, in writing, signed by the person or personsentitled to such notice or lapse of time, whether before or after the time ofmeeting or action stated therein, shall be deemed equivalent thereto.  The presence at any meeting of a person orpersons entitled to notice thereof shall be deemed a waiver of such notice asto such person or persons.

 

ARTICLE VIIICAPITAL STOCK

 

SECTION 1.   FORM AND ISSUANCE.  Certificates of stock shall be issued insuch form as may be approved by the Board of Directors and shall be signed by,or in the name of the Corporation by, the Chairman of the Board, or the ChiefExecutive Officer, or the Vice Chairman, or the President or a Vice President,and by the Treasurer or an Assistant Treasurer or the Secretary or an AssistantSecretary of the Corporation; provided, however, that if such certificate iscountersigned (1) by a transfer agent other than the Corporation or its employee,or, (2) by a registrar other than the Corporation or its employee, thesignatures of the officers of the Corporation may be facsimiles.  In case any officer who has signed or whosefacsimile signature has been placed upon a certificate shall have ceased to besuch officer before such certificate is issued, it may be issued by theCorporation with the same effect as if he or she were such officer at the dateof issue.

 

SECTION 2.   TRANSFERS OF STOCK.  The Board of Directors shall have power andauthority to make such rules and regulations or amendments thereto as they maydeem expedient concerning the issue, registration and transfer of certificatesof stock and may appoint transfer agents and registrars thereof.

 

SECTION 3.   LOST, STOLEN AND DESTROYED CERTIFICATES.  The Board of Directors may direct a newcertificate or certificates to be issued in place of any certificate orcertificates theretofore issued by the Corporation alleged to have been lost,stolen or destroyed, upon satisfactory proof of that fact by the personclaiming the certificate or certificates for shares to be lost, stolen ordestroyed.  When authorizing such issueof a new certificate or certificates, the Board of Directors may, at itsdiscretion, and as a condition precedent to the issuance thereof, require theowner of such lost, stolen or destroyed certificate or certificates, or his orher legal representative, to give the Corporation and its agents a bond in suchsum as the Board of Directors may direct as indemnity against any claim thatmay be made against the Corporation or any of its agents with respect to thecertificate or certificates alleged to have been lost, stolen or destroyed.

 

SECTION 4.   FIXING OF RECORD DATE.  In order that the Corporation may determinethe stockholders entitled to notice of or to vote at any meeting ofstockholders or any adjournment thereof, or to express consent to corporateaction in

 

12

----

 

writing without a meeting, orentitled to receive payment of any dividend or other distribution or allotmentof any rights, or entitled to exercise any rights in respect of any change,conversion or exchange of stock or for the purpose of any other lawful action,the Board of Directors may fix, in advance, a record date, which shall not bemore than sixty nor less than ten days before the date of such meeting, normore than sixty days prior to any other action.  Only such stockholders as shall be stockholders of record on thedate so fixed shall be entitled to such notice of, and to vote at, such meetingand any adjournment thereof, or to receive payment of such dividend or otherdistribution, or to receive such allotment of rights, or to exercise suchrights in respect of any such change, conversion or exchange of stock, or toparticipate in such other action, or to give such consent, as the case may be,notwithstanding any transfer of any stock on the books of the Corporation afterany such record date fixed as aforesaid. A determination of stockholders of record entitled to notice of or tovote at a meeting of stockholders shall apply to any adjournment of themeeting; provided however, that the Board of Directors may fix a new recorddate for the adjourned meeting.

 

ARTICLE IXNEGOTIABLE INSTRUMENTS, CONTRACTS, ETC.

 

SECTION 1.   SIGNATURES ON CHECKS, ETC.  All checks, drafts, bills of exchange, notesor other instruments or orders for the payment of money or evidences ofindebtedness shall be signed for or in the name of the Corporation by suchofficer or officers, person or persons, as may from time to time be designatedby the Board of Directors or by such officers of the Corporation as may bedesignated by the Board of Directors.

 

SECTION 2.   EXECUTION OF CONTRACTS, DEEDS, ETC.  The Board of Directors may authorize anyofficer or officers, agent or agents, in the name of and on behalf of theCorporation, to enter into or execute and deliver any and all deeds, bonds,mortgages, contracts and other obligations or instruments, and such authoritymay be general or confined to specific instances.

 

ARTICLE XCORPORATE SEAL

 

The seal of the Corporation shall have inscribed thereon the name ofthe Corporation, the year of its organization and the words “Corporate Seal -Delaware”.  Said seal may be used bycausing it or a facsimile thereof to be impressed or affixed or reproduced inany manner whatsoever.

 

ARTICLE XIFISCAL YEAR

 

The fiscal year of the Corporation shall be determined by the Board ofDirectors.

 

13

----

 

ARTICLE XII VOTING OF STOCK HELD

 

Unless otherwise provided by resolution of the Board of Directors, theChairman of the Board, the Chief Executive Officer, the Vice Chairman, thePresident or a Vice President, or any officer designated by the Chairman of theBoard or the Chief Executive Officer or the Vice Chairman, are authorized tovote, represent and exercise on behalf of the Corporation all rights incidentto any and all shares of stock or other ownership interests of the Corporationin any corporations, associations, limited liability companies, partnerships,or other entities standing in the name of the Corporation. The authority hereingranted to the individuals to vote or represent on behalf of the Corporationany and all ownership interests held by the Corporation may be exercised eitherby the individuals in person or by any duly executed proxy or power ofattorney.

 

ARTICLE XIIIINDEMNIFICATION AND INSURANCE

 

SECTION 1.   INDEMNIFICATION.  The Corporation shall indemnify and holdharmless, to the fullest extent permitted by applicable law as it presentlyexists or may hereafter be amended, any person who was or is made or isthreatened to be made a party or is otherwise involved in any pending orthreatened action, suit or proceeding, whether civil, criminal, administrativeor investigative (a “proceeding”) by reason of the fact that he or she, or aperson for whom he or she is the legal representative, is or was a director orofficer of the Corporation or is or was serving at the request of theCorporation as a director or officer of another corporation or of apartnership, joint venture, trust, nonprofit entity, or other enterprise,including service with respect to employee benefit plans, against all liabilityand loss suffered and expenses (including attorneys’ fees) reasonably incurredby such person. The Corporation shall be required to indemnify a person and/oradvance expenses under Section 2 below in connection with a proceeding (or partthereof) initiated by such person against the Corporation only if theproceeding (or part thereof), other than a proceeding in accordance withSection 3 below, was authorized by the Board of Directors of the Corporation.

 

SECTION 2.   ADVANCEMENT OF EXPENSES.  The Corporation shall pay the expenses(including attorneys’ fees) incurred by any present or former officer ordirector of the Corporation in defending any proceeding in advance of its finaldisposition, provided, however, that such advancement of expenses shall be madeonly upon receipt of an undertaking by the officer or director to repay allamounts advanced if it shall ultimately be determined that he or she is notentitled to be indemnified.

 

SECTION 3.   CLAIMS.  If**a claim forindemnification or payment of expenses(including attorneys’ fees) under this Article is not paid in full within sixtydays after a written claim therefor has been received by the Corporation theclaimant may file suit to recover the unpaid amount of such claim and, ifsuccessful in whole or in part, shall be entitled to be paid the expense of**prosecutingsuch claim. In any such action the

 

14

----

 

Corporation shall have theburden of proving that the claimant was not entitled to the requestedindemnification or payment of expenses under applicable law.

 

SECTION 4.   INSURANCE.  The Board of Directors of the Corporation may, in its discretion,authorize the Corporation to purchase and maintain insurance on behalf of anyperson who is or was a director, officer, employee or agent of the Corporation,or is or was serving at the request of the Corporation as a director, officer,employee or agent of another corporation, partnership, joint venture, trust orother enterprise against any liability asserted against him or her or incurredby him or her in any such capacity, or arising out of his or her status assuch, whether or not the Corporation would have the power to indemnify him orher against such liability under the provisions of Section 1 of Article XIIIhereof.

 

SECTION 5.   NONEXCLUSIVITY OF RIGHTS.  The right conferred on any person by thisArticle XIII shall not be exclusive of any other rights which such person mayhave or hereafter acquire under any statute, provision of the Certificate ofIncorporation, these Bylaws, agreement, vote of stockholders or disinteresteddirectors or otherwise.

 

ARTICLE XIVAMENDMENTS

 

All Bylaws of the Corporation shall be subject to alteration or repeal,and new Bylaws may be made, either

 

(a)           by the affirmative vote of theholders of record of a majority of the outstanding stock of the Corporationentitled to vote, given at an annual meeting or at any special meeting of suchstockholders, or

 

(b)           by the affirmative vote of a majorityof the Board of Directors at any regular or special meeting of the Board ofDirectors, or

 

(c)           without any such meeting of the Boardof Directors, by written consent signed by all members of the Board ofDirectors in accordance with Section 12 of Article III of these Bylaws.

 

ARTICLE XVSHAREHOLDER PROTECTION ACT

 

The provisions of NORTH CAROLINA GENERAL STATUTES, Chapter 55, Sections55-75 through 55-79, as amended, shall not be applicable to the Corporation.

 

15

----

 

ARTICLE XVI

 

THE NORTH CAROLINA CONTROLSHARE ACQUISITION ACT

 

To the extent otherwise deemed applicable, if any, the provisions ofArticle 7A of Chapter 55 of the NORTH CAROLINA GENERAL STATUTES entitled TheNorth Carolina Control Share Acquisition Act shall not be applicable to theCorporation.

 

16

----