EXHIBIT 3(ii)
AMENDED AND RESTATED
BYLAWS
Of
CITIZENS HOLDING COMPANY
PHILADELPHIA, MISSISSIPPI
Amended and Restated April 13, 1999
CITIZENS HOLDING COMPANY
PHILADELPHIA, MISSISSIPPI
AMENDED AND RESTATED BYLAWS
Preamble: These Bylaws are subordinate to and governed by the provisions of (1)
the Articles of Incorporation of this Corporation; and (2) the Mississippi
Business Corporation Act, except to the extent that these Bylaws or the
Articles of Incorporation specifically provide to the contrary, to the extent
allowed by the Mississippi Business Corporation Act and Mississippi state law.
ARTICLE I. OFFICES
SECTION 1.01. Principal Office. The principal office shall be at 521 Main
Street, Philadelphia, Neshoba County, Mississippi. The corporation may have such
other offices as are allowable by the laws of the State of Mississippi and as
the Board of Directors may designate or the business of the corporation may
require from time to time.
SECTION 1.02. Registered Office. The registered office of the Corporation
required by the Mississippi Business Corporation Act to be maintained in the
State of Mississippi may be, but need not be identical with the principal office
in the State of Mississippi, and the address of the registered office may be
changed from time to time by the Board of Directors as provided by law.
ARTICLE II. STOCKHOLDERS
SECTION 2.01. Annual Meeting. The annual meeting of the stockholders for
the purpose of fixing the number of Directors to be elected and electing such
number of Directors and for the transaction of such other business as may come
before the Board of Directors shall each year fix, which date shall be no later
than thirteen months subsequent to the last annual meeting of stockholders. The
date fixed for the annual meeting shall not be a legal holiday in the State of
Mississippi. The annual meeting of stockholders may be held conjointly with the
annual meeting of the Board of Directors.
SECTION 2.02. Special Meetings. Special meetings of the stockholders, for
any purpose or purposes, unless otherwise prescribed by statute, may be called
by the President or by a majority of the Board of Directors, and shall be called
by the President at the request of the holders of not less than one-tenth of all
the outstanding shares of the corporation entitled to vote at the meeting. On
failure of the President so to issue such call, same may be made, and notice
given as hereinafter prescribed, by those demanding such meeting. Such request
shall state the purposes of the proposed meeting. Business transacted at all
special meetings shall be confined to the objects stated in the call.
SECTION 2.03. Place of Meeting. The Board of Directors may designate any
place, either within or without the State of Mississippi, as the place of
meeting for any annual meeting or for any special meeting of the stockholders.
If no designation is made, the place of meeting shall be at the principal office
of the corporation in Philadelphia, Neshoba County, Mississippi.
SECTION 2.04. Notice of Meeting. Written or printed notice stating the
place, day and hour of the meeting, and, in case of a special meeting, the
purpose or purposes for which the meeting is called, shall be delivered not less
than ten nor more than fifty days before the date of the meeting, either
personally or by mail, by or at the direction of the President or the Secretary,
or the officer or persons calling the meeting, to each stockholder of record
entitled to vote at such meeting. If mailed, such notice shall be deemed to be
delivered when deposited in the United States mail, addressed to the stockholder
at his address as it appears on the stock transfer books of the corporation,
with postage thereon prepaid.
SECTION 2.05. Closing of Transfer Books or Fixing of Record Date. For the
purpose of determining stockholders entitled to notice of or to vote at any
meeting of stockholders or any adjournment thereof, or entitled to receive
payment of any dividend, or in order to make a determination of stockholders for
any other proper purpose, the Board of Directors of the Corporation may provide
that the stock transfer books shall be closed for a stated period but not to
exceed, in any case, fifty days. If the stock transfer books shall be closed for
the purpose of determining stockholders entitled to notice of or to vote at a
meeting of stockholders, such books shall be closed for at least ten days
immediately preceding such meeting. In lieu of closing the stock transfer books,
the Board of Directors may fix in advance a date as the record date for any such
determination of stockholders, such date to be not more than fifty days and in
case of a
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meeting of stockholders, not less than ten days prior to the date on which the
particular action, requiring such determination of stockholders, is to be taken.
If the stock transfer books are not closed and no record date is fixed for the
determination of stockholders entitled to notice of or to vote at a meeting of
stockholders, or stockholders entitled to receive payment of a dividend, the
date on which notice of the meeting is mailed or the date on which the
resolution is adopted, as the case may be, shall be the record date for such
determination of stockholders. When a determination of stockholders entitled to
vote at any meeting of stockholders has been made as provided in this section,
such determination shall apply to any adjournment thereof.
SECTION 2.06. Presiding Officer and the Secretary. The President or, in his
absence, an officer designated by the Board of Directors shall preside at all
stockholder meetings, and the Secretary shall serve as secretary. Otherwise, a
Chairman or Secretary shall be elected by the stockholders present to act in the
absence of those officers.
SECTION 2.07. Voting Lists. The officer or agent having charge of the stock
transfer books for shares of the corporation shall make, at least ten days
before each meeting of stockholders, a complete list of the stockholders
entitled to vote at such meeting, or any adjournment thereof, arranged in
alphabetical order, with the address of and the number of shares held by each,
which list, for a period of ten days prior to such meeting, shall be kept on
file at the registered office of the corporation and shall be subject to
inspection by any stockholder at any time during usual business hours. Such list
shall also be produced and kept open at the time and place of the meeting and
shall be subject to the inspection of any stockholder during the whole time of
the meeting. The original stock transfer book shall be prima facie evidence as
to who are the stockholders entitled to examine such list or transfer books or
to vote at any meeting of stockholders.
SECTION 2.08. Quorum. A majority of the outstanding shares of the
corporation entitled to vote, represented in person or by proxy, shall
constitute a quorum at a meeting of stockholders. If less than a majority of the
outstanding shares are represented at a meeting, a majority of the shares so
represented may adjourn the meeting from time to time without further notice. At
such adjourned meeting at which a quorum shall be present or represented, any
business may be transacted which might have been transacted at the meeting as
originally notified. The stockholders present at a duly organized meeting may
continue to transact business until adjournment, notwithstanding the withdrawal
of enough stockholders to leave less than a quorum, as long as not less than
one-third of the shares entitled to vote at the meeting are represented. If a
quorum is present, or the above conditions are fulfilled so that business may be
transacted, the affirmative vote of the majority of the shares represented at
the meeting and entitled to vote on the subject matter shall be the act of the
stockholders, unless the vote of a greater number is required by law or the
articles of incorporation or elsewhere in these bylaws by specific provision.
SECTION 2.09. Proxies. At all meetings of stockholders, a stockholder may
vote by proxy executed in writing by the stockholder or by his duly authorized
attorney in fact. Such proxy shall be filed with the Secretary of the
Corporation before or at the time of meeting. No
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proxy shall be valid after eleven months from the date of its execution, unless
otherwise provided in the proxy.
SECTION 2.10. Voting of Shares. Subject to the provisions of Section 12 of
this Article II, each outstanding share entitled to vote shall be entitled to
one vote upon each matter submitted to a vote of a meeting of stockholders.
SECTION 2.11. Voting of Shares by Certain Holders. Shares standing in the
name of another corporation may be voted by such officer, agent or proxy as the
bylaws of such corporation may prescribe, or, in the absence of such provision,
as the Board of Directors of such corporation may determine.
Shares held by an administrator, executor, guardian or conservator may be
voted by him, either in person or by proxy, without a transfer of such shares
into his name. Shares standing in the name of a trustee may be voted by him,
either in person or by proxy, but no trustee shall be entitled to vote shares
held by him without a transfer of such shares into his name.
Shares standing in the name of a receiver may be voted by such receiver,
and shares held by or under the control of a receiver may be voted by such
receiver without the transfer thereof into his name if authority so to do be
contained in an appropriate order of the court by which such receiver was
appointed.
A stockholder whose shares are pledged shall be entitled to vote such
shares until the shares have been transferred into the name of the pledgee, and
thereafter the pledgee shall be entitled to vote the shares so transferred.
The corporation may own shares of its own stock as provided by Mississippi
law. If the corporation owns shares of its own stock at any time, those shares
shall not be voted, directly or indirectly, at any meeting, and shall not be
counted in determining the total number of outstanding shares at any given time.
SECTION 2.12. Cumulative Voting. At each election for Directors every
stockholder entitled to vote at such election shall have the right to vote, in
person or by proxy, the number of shares owned by him for as many persons as
there are Directors to be elected and for whose election he has a right to vote,
or to cumulate his votes by giving one candidate as many votes as the number of
such Directors multiplied by the number of his shares shall equal, or by
distributing such votes on the same principle among any number of such
candidates.
SECTION 2.13. Action by Stockholders Without a Meeting. Any action required
to be taken at a meeting of the stockholders of the corporation, or any action
which may be taken at a meeting of the stockholders, may be taken without a
meeting if a consent in writing, setting forth the action so taken, shall be
signed by all of the stockholders entitled to vote with respect to the subject
matter thereof.
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SECTION 2.14. Stockholder Proposals or Nominations. Except as otherwise
provided herein or by action of the Board of Directors, stockholder proposals
for any action at a stockholder meeting or nomination for election to the Board
of Directors may be made by any stockholder entitled to vote at the meeting when
the proposal is to be acted upon, or election to be held. Proposals and
nominations, other than those made by or on behalf of the existing management of
the corporation, shall be made in writing and shall be delivered or mailed to
the President of the corporation not less than 14 days nor more than 50 days
prior to the meeting when the proposal is to be acted upon, or election to be
held, provided however, that if less than 21 days' notice of the meeting is
given to stockholders, such proposal or nomination shall be mailed or delivered
to the President of the corporation not later than the close of business on the
seventh day following the day on which the notice of meeting was mailed.
Proposals and nominations not made in accordance herewith may, in his
discretion, be disregarded by the chairman of the meeting, and upon his
instructions, the vote tellers may disregard all votes cast for each such
proposal or nominee.
SECTION 2.15. Stockholder Approval of Tender Offer. If any person, firm, or
corporation, hereinafter referred to as the Tender Offeror, or any person, firm,
or corporation controlling the Tender Offeror, controlled by the Tender Offeror,
or under common control with the Tender Offeror, or any group of which the
Tender Offeror or any of the foregoing group controlling the Tender Offeror,
controlled by the Tender Offeror, or under common control with the Tender
Offeror owns of record, or owns beneficially, directly or indirectly, more than
10% of any class of equity security of this Company with the Tender Offeror,
then any merger or consolidation of this corporation with the Tender Offeror, or
any sale, lease, or exchange of substantially all of the assets of this Company
or the Tender Offeror to the other may not be effected unless a meeting of the
shareholders of this Company is held to act thereon and the votes of the holders
of voting securities of this Company representing not less than 80% of the votes
entitled to vote thereon voted in favor thereof. As used herein, the term group
includes persons, firms, and corporations acting in concert, whether or not as a
formal group, and the term equity security means any share or similar security;
or any security convertible, with or without consideration, into such a
security, or carrying any warrant to subscribe to or purchase such a security;
or any such warrant or right. The foregoing provision is in addition to the
requirements of Title 79 of the Mississippi Business Corporation Act and may not
be amended or repealed without an 80% vote.
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ARTICLE III. BOARD OF DIRECTORS
SECTION 3.01. General Powers. The business and affairs of the corporation
shall be managed and administered by its Board of Directors. Except as limited
by law, all corporate powers shall be vested in and exercised by the Board.
SECTION 3.02. Election of Directors. The Directors of the Corporation shall
be elected as provided in the Articles of Incorporation
SECTION 3.03. Number, Tenure and Qualifications. The number of Directors of
the Corporation and their tenure shall be as set forth in the Articles of
Incorporation.
SECTION 3.04. Regular Meetings. A regular meeting of the Board of Directors
shall be held without other notice than this bylaw, immediately after or
conjointly with, and at the same place as, the annual meeting of stockholders.
The Board of Directors shall provide, by resolution, the time and place, either
within or without the State of Mississippi, for the holding of additional
meetings without other notice than such resolution.
SECTION 3.05. Special Meetings. Special meetings of the Board of Directors
may be called by or at the request of the President, Chairman of the Board of
Directors or by a majority of the Board of Directors. The person or persons
authorized to call special meetings of the Board of Directors may fix any place,
either within or without the State of Mississippi, as the place for holding any
special meeting of the Board of Directors called by them.
SECTION 3.06. Action by Directors Without a Meeting. Any action required to
be taken at a meeting of the Directors of the corporation, or any action which
may be taken at a meeting of the directors, may be taken without a meeting if a
consent in writing, setting forth the action so taken, shall be signed by all of
the directors entitled to vote with respect to the subject matter thereof.
SECTION 3.07. Notice. Notice of any special meeting shall be given by
written notice delivered personally or mailed to each director at his business
address, or by telephone or telegram. If notice is by personal delivery, the
delivery shall be at least two days prior to the special meeting. If notice is
given by mail, such notice shall be deposited in the United States mail and
addressed to each director at his business address with postage thereon prepaid
at least five days prior to any special meeting. If notice is given by telegram,
such notice shall be delivered to the telegram company at least five days prior
to any special meeting. If notice is given by telephone, such notice shall be
made at least two days prior to any special meeting. Any director may waive
notice of any meeting. The attendance of a director at a meeting shall
constitute a waiver of notice of such meeting, except where a director attends a
meeting for the express purpose of objecting to the transaction of any business
because the meeting is not lawfully called or convened. Neither the business to
be transacted at, nor the purpose of, any regular or
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special meeting of the Board of Directors need be specified in the notice or
waiver of notice of such meeting.
SECTION 3.08. Quorum. A majority of the number of directors elected and
serving within the limits fixed by Section 2 of this Article III shall
constitute a quorum for the transaction of business at any meeting of the Board
of Directors, but if less than such majority is present at the meeting, a
majority of the directors present may adjourn the meeting from time to time
without further notice.
SECTION 3.09. Organization. The Board of Directors shall elect one of its
members Chairman, who shall preside at all meetings of the Board. By resolution
the Directors shall designate from among its members other committees, each of
which shall have all the authority of the Board of Directors except as limited
in such resolution or bylaw, and except as provided by law. All such committees
shall keep regular minutes of their meetings and shall report their actions to
the Board of Directors at its next meeting.
SECTION 3.10. Manner of Acting. The act of the majority of the directors
present at a meeting at which a quorum is present shall be the act of the Board
of Directors.
SECTION 3.11. Vacancies. Any vacancy occurring on the Board of Directors
shall be filled as provided in the Articles of Incorporation.
SECTION 3.12. Compensation. By resolution of the Board of Directors, the
Directors may be paid for the expense, if any, of attendance at each meeting of
the Board of Directors, and may be paid a fixed sum for attendance at each
meeting of the Board of Directors or a stated salary as Director. However, no
such payment shall preclude any director from serving the corporation as an
officer or in any other capacity and receiving compensation therefor. Members of
special or standing committees may be allowed like compensation for attending
meetings.
SECTION 3.13. Presumption of Assent. A director of the corporation who is
present at a meeting of the Board of Directors at which action on any corporate
matter is taken shall be presumed to have assented to the action taken unless
his dissent shall be entered in the minutes of the meeting or unless he shall
file his written dissent to such action with the person acting as the secretary
of the meeting before the adjournment thereof or shall forward such dissent by
registered mail to the Secretary of the corporation within twenty-four (24)
hours after the adjournment of the meeting. Such right to dissent shall not
apply to a director who voted in favor of such action.
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ARTICLE IV. OFFICERS
SECTION 4.01. Generally. The officers of the corporation shall consist of a
President, a Vice President, a Secretary and a Treasurer. Officers shall be
elected by the Board of Directors, which shall consider that subject at its
first meeting after every annual meeting of stockholders. Each officer shall
hold his office until his successor is elected and qualified or until his
earlier resignation or removal. Any one or more offices may be held by the same
person, except the offices of President and Secretary. Officers do not have to
be stockholders.
SECTION 4.02. President. The Board of Directors shall appoint a President
of the corporation to serve at the pleasure of the Board. The President shall
supervise the carrying out of the policies adopted or approved by the Board and
shall be the Chief Executive Officer of the corporation. He shall have general
executive powers, as well as the specific powers conferred by these Bylaws. He
shall also have and may exercise such further powers and duties as from time to
time may be conferred upon, or assigned to, him by the Board of Directors. A
Vice President shall be designated by the Board of Directors, in the absence of
the President, to perform all the duties of the President.
SECTION 4.03. Vice Presidents. The Board of Directors may appoint one or
more Vice Presidents and shall have the authority to designate different classes
of Vice Presidents, including Executive Vice Presidents, Senior Vice Presidents,
Assistant Vice Presidents, and such other classes as from time to time may
appear to the Board of Directors to be required or desirable to transact the
business of the corporation. Each Vice President shall have such powers and
duties as may be assigned to him by the Board of Directors.
SECTION 4.04. Secretary. The Board of Directors shall appoint a Secretary,
who shall: (a) keep the minutes of the stockholders and of the Board of
Directors meetings in one or more books provided for that purpose; (b) see that
all notices are duly given in accordance with the provisions of these bylaws and
as required by law; (c) be custodian of the corporate records and of the seal of
the corporation and see that the seal of the corporation is affixed to all
documents, the execution of which on behalf of the corporation under its seal is
duly authorized; (d) keep a register of the post office address of each
stockholder which shall be furnished to the Secretary by each stockholder; (e)
sign with the President or other designated officer stock certificates of the
corporation, the issuance of which shall have been authorized by resolution of
the Board of Directors; (f) have general charge of the stock transfer books of
the corporation; and (g) in general perform all duties incident to the office of
Secretary and such other duties as may from time to time be assigned to him by
the President or by the Board of Directors.
SECTION 4.05. Other Officers. The Board of Directors may appoint one or
more such other officers as from time to time may appear to the Board of
Directors to be required or desirable to transact the business of the
Association. Such officers shall respectively exercise such powers and perform
such duties as pertain to their several offices, or as may be conferred upon, or
assigned to, them by the Board of Directors or the President.
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SECTION 4.06. Removal. Any officer or agent elected or appointed by the
Board of Directors may be removed by the Board of Directors whenever in its
judgment the best interests of the corporation would be served thereby, but such
removal shall be without prejudice to the contract rights, if any, of the person
so removed, and the election of another person to an office shall automatically
remove the incumbent from such office.
SECTION 4.07. Vacancies. The Board of Directors shall have authority to
fill any vacancy occurring in the offices of the corporation or any office to be
created by election at any regular meeting of the Board of Directors or at a
special meeting of the Board of Directors called for that purpose. An officer
elected to fill a vacancy shall be elected for the unexpired term of his
predecessor in office.
SECTION 4.08. Salaries. The salaries of the officers shall be fixed from
time to time by the Board of Directors and no officer shall be prevented from
receiving a salary merely by reason of the fact that he is also a director or
employee of the corporation. The President and Secretary may fix the salaries of
the employees who are not officers, subject to the approval of the Board of
Directors.
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ARTICLE V. STOCK CERTIFICATES AND THEIR TRANSFER
SECTION 5.01. Certificates for Shares. Certificates representing shares of
the corporation shall be in such form as shall be determined by the Board of
Directors. Such certificates shall be signed by the President or a Vice
President and by the Secretary or an Assistant Secretary and shall be attested
by the corporate seal. All certificates for shares shall be consecutively
numbered or otherwise identified. The name and address of the person to whom the
shares represented thereby are issued, and the number of shares and date of
issue, shall be entered on the stock transfer books of the corporation. All
certificates surrendered to the corporation for transfer shall be cancelled, and
no new certificates shall be issued until the former certificates for a like
number of shares shall have been surrendered and cancelled, except that in case
of a lost, destroyed or mutilated certificate a new one may be issued therefor
upon such terms and indemnity to the corporation as the Board of Directors may
prescribe. No stock certificates will be issued for fractional shares of stock,
and no dividend payment will be made for fractional shares of stock.
SECTION 5.02. Transfer of Shares. Transfer of shares of the corporation
shall be made only on the stock transfer books of the corporation by the holder
of record thereof or by his legal representative, who shall furnish proper
evidence of authority duly executed and filed with the Secretary of the
Corporation, and on surrender for cancellation of the certificate for such
shares. The corporation shall be entitled to treat the holder of record of any
share or shares of stock as the holder in fact thereof and accordingly shall not
be bound to recognize any equitable or other claim to or interest in such shares
on the part of any other person, whether or not it shall have express or other
notice thereof, save as may be expressly provided by the laws of Mississippi.
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ARTICLE VI. INDEMNIFICATION
SECTION 6.01. General Provision. Subject to the provisions of section 4 of
this Article, the corporation shall indemnify any person who was or is a party,
or is threatened to be made a party, to any threatened, pending or completed
claim, action, suit or proceeding, whether civil, criminal, administrative or
investigative, including appeals (other than an action by or in the right of the
corporation), by reason of the fact that he 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, partner, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise, against
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by him in connection with such
action, suit or proceeding if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful. The termination of any
action, suit or proceeding by judgment, order, settlement, conviction, or upon a
plea of nolo contendere or its equivalent, shall not, of itself, create a
presumption that the person did not act in good faith and in a manner which he
reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, had
reasonable cause to believe that his conduct was unlawful.
SECTION 6.02. Suits by Corporation. Subject to the provisions of section 4
of this Article, the corporation shall indemnify any person who was or is a
party, or is threatened to be made a party, to any threatened, pending or
completed claim, action or suit by or in the right of the corporation to procure
a judgment in its favor by reason of the fact that he 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, partner, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise,
against expenses (including attorneys' fees) actually and reasonable incurred by
him in connection with the defense or settlement of such action or suit if he
acted in good faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the corporation, except that no indemnification
shall be made in respect of any claim, issue or matter as to which such person
shall have been adjudged to be liable for negligence or misconduct in the
performance of his duty to the corporation unless and only to the extent that
the court in which such action or suit was brought shall determine upon
application that, despite the adjudication of liability but in view of all the
circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses which such court shall deem proper.
SECTION 6.03. Successful Defense. To the extent that a director, officer,
employee or agent of the corporation has been successful on the merits or
otherwise in defense of any action, suit or proceeding referred to in section 1
or 2 of this Article, or in defense of any claim, issue or matter therein, he
shall be indemnified against expenses (including attorneys' fees) actually and
reasonably incurred by him in connection therewith, notwithstanding that he has
not been successful on any other claim, issue or matter in any such action, suit
or proceeding.
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SECTION 6.04. Authorization of Indemnification. Any indemnification under
section 1 or 2 of this Article shall (unless ordered by a court) by made by the
corporation only as authorized in the specific case upon a determination that
indemnification of the director, officer, employee or agent is proper in the
circumstances because he has met the applicable standard of conduct set forth in
section 1 and 2, as the case may be. Such determination shall be made (1) by the
Board of Directors by a majority vote of a quorum consisting of directors who
were not parties to, or who have been wholly successful on the merits or
otherwise with respect to, such claim, action, suit or proceeding, or (2) if
such a quorum is not obtainable, or, even if obtainable, if a quorum of
disinterested directors so directs, by independent legal counsel in a written
opinion, or (3) by the stockholders.
SECTION 6.05. Advance Payments. Expenses (including attorneys' fees)
incurred in defending a civil or criminal claim, action, suit or proceeding may
be paid by the corporation in advance of the final disposition of such claim,
action, suit or proceeding as authorized in the manner provided in section 4 of
this Article upon receipt of an undertaking by or on behalf of the director,
officer, employee or agent to repay such amount if and to the extent it shall
ultimately be determined that he is not entitled to be indemnified by the
corporation as authorized in this section.
SECTION 6.06. Exclusivity. The indemnification provided by this section
shall not be deemed exclusive of, and shall be in addition to, any other rights
to which those indemnified may be entitled under any statute, rule of law,
provision in the corporation's certificate of incorporation, bylaw, agreement,
vote of members or disinterested directors or otherwise, both as to action in
his official capacity and as to action in another capacity while holding such
office, shall continue as to a person who has ceased to be a director, officer,
employee or agent and shall inure to the benefit of the heirs, executors and
administrators of such a person.
SECTION 6.07. Insurance. The corporation shall have the power to purchase
and maintain insurance on behalf of any person 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, partner, employee or agent of
another corporation, partnership, joint venture trust or other enterprise,
against any liability asserted against him and incurred by him in any such
capacity, or arising out of his statute as such, whether or not the corporation
would have the power to indemnify him against such liability under the
provisions of this section.
SECTION 6.08. Partial Enforcement. The invalidity or unenforceability of
any provision hereof shall not in any way affect the remaining provisions
hereof, which shall continue in full force and effect.
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ARTICLE VII. CONTRACTS, LOANS, CHECKS, DEPOSITS AND INVESTMENTS
SECTION 7.01. Contracts. The Board of Directors may authorize any officer
or officers, agent or agents, to enter into any contract or execute and deliver
any instrument in the name of and on behalf of the corporation, and such
authority may be general or confined to specific instances.
SECTION 7.02. Loans. No loans shall be contracted on behalf of the
corporation and no evidences of indebtedness shall be issued in its name unless
authorized by a resolution of the Board of Directors. Such authority may be
general or confined to specific instances. Loans may be made by the corporation
to its officers or directors subject to the guidelines imposed by law.
SECTION 7.03. Checks, Drafts, etc. All checks, drafts or other orders for
the payment of money, notes or other evidences of indebtedness issued in the
name of the corporation, shall be signed by such officer or officers, agent or
agents of the corporation and in such manner as shall from time to time be
determined by resolution of the Board of Directors.
SECTION 7.04. Deposits. All funds of the corporation not otherwise employed
shall be deposited from time to time to the credit of the corporation in such
banks, trust companies or other depositories as the Board of Directors may
select.
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ARTICLE VIII. CONFIRMATION AND RATIFICATION OF CONTRACTS
SECTION 8.01. Conflicts of Interest. In the absence of fraud, no contract
or other transaction of the corporation shall be affected or invalidated in any
way by the fact that any of the directors of the corporation are in any wise
interested in or connected with any other party to such contract or transaction
or are themselves parties to such contract or transaction, provided that such
interest shall be fully disclosed or otherwise known to the Board of Directors
at its meeting at which such contract or transaction is authorized or confirmed,
and provided further that at the meeting of the Board of Directors authorizing
or confirming such contract or transaction, there shall be present a quorum of
directors not so interested or connected and such contract or transaction shall
be approved by a majority of such quorum, which majority shall consist of
directors not so interested or connected. Any such contract, transaction or act
of the corporation or of the Board of Directors or of any committee thereof
which shall be ratified by a majority of the stockholders of the corporation,
voting either in person or by proxy, at any annual meeting, or at any special
meeting called for such purpose, shall be as valid and as binding as though
ratified by every stockholder of the corporation. Any director of the
corporation may vote upon any contract or other transaction between the
corporation and any subsidiary or affiliated corporation without regard to the
fact that he is also a director of such subsidiary or affiliated corporation.
SECTION 8.02. Ratification by Stockholders. Any contract, transaction, or
act of the corporation or of the Board of Directors or any committee thereof
which shall be ratified by a majority of the stockholders of the corporation,
voting either in person or by proxy at any annual meeting, or at any special
meeting called for such purpose, shall be as valid and binding as though
ratified by every stockholder of the corporation; provided, however, that any
failure of the stockholders to approve or ratify such contract, transaction, or
act, when and if submitted, shall not be deemed in any way to invalidate the
same or to deprive the corporation, its officers or directors of their right to
proceed with such contract, transaction or action.
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ARTICLE IX. YEAR
The corporation tax and accounting year shall be a fiscal year ending
December 31 of each year.
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ARTICLE X. DIVIDENDS
The Board of Directors may from time to time declare, and the corporation
may pay, dividends on its outstanding shares, payable in cash, other assets or
by the way of stock dividends. No dividends will be made for fractional shares
of stock.
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ARTICLE XI. SEAL
The Board of Directors shall provide a corporate seal which shall be
circular in form and shall have inscribed thereon the name of the corporation,
state of incorporation and the words "Corporate Seal."
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ARTICLE XII. WAIVER OF NOTICE
Whenever any notice is required to be given to any stockholder or director
of the corporation under the provisions of these Bylaws or under the provisions
of the articles of incorporation or under the provisions of the laws of the
State of Mississippi, a waiver thereof in writing, signed by the person or
persons entitled to such notice, whether before or after the time stated
therein, shall be deemed equivalent to the giving of such notice.
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ARTICLE XIII. BYLAWS
SECTION 13.01. Inspection. A copy of the Bylaws, with all amendments
thereto, shall at all times be kept in a convenient place at the principal
office of the corporation and shall be open for inspection to all stockholders
during regular business hours.
SECTION 13.02. Amendments. These Bylaws may be altered, amended or repealed
and new Bylaws may be adopted by a two-thirds (2/3s) vote of the Directors then
holding office at any regular or special meeting of the Board of Directors.
_____________________________________
SECRETARY
(SEAL)
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