Exhibit
3.1
DOLLAR
TREE STORES, INC.
THIRD
RESTATED
BY-LAWS,
AS AMENDED
Adopted
: December 15, 2005
Amended
: June 21, 2007
ARTICLE
I.
OFFICES
The
principal office of the Corporation shall be in the City of Chesapeake,
Commonwealth of Virginia.
ARTICLE
II.
STOCKHOLDERS
1. PLACE
OF MEETING: Meetings of the stockholders shall be held at the
principal office of the Corporation or at such other place which shall be
approved by the Board of Directors and designated in the notice of the
meeting. Meetings may be held either within or without the
Commonwealth of Virginia.
2. ANNUAL
MEETING: The annual meeting of the stockholders for the election
of directors and for the transaction of such other business as may properly
come
before the meeting shall be held on such date and at such time as the Board
of
Directors in its discretion determines.
3. SPECIAL
MEETINGS. Unless otherwise provided by law, special meetings of
the stockholders may be called only by the Board of Directors, the chairman
of
the Board or the president of the Corporation, whenever deemed
necessary.
4. NOTICES. Written
notice by mail shall be given in accordance with Article VIII, Section 1,
stating the place, date and hour of a meeting of stockholders and, in case
of a
special meeting, the purpose or purposes for which the meeting is called, to
each stockholder of record entitled to vote at the meeting not less than ten
(10) nor more than sixty (60) days before the date of the meeting, by or at
the
direction of the president, the secretary, or the officer or persons calling
the
meeting. The notice shall be deemed to be given when it is deposited
with postage prepaid in the United States mail addressed to the stockholder
at
the address as it appears on the stock transfer books of the
Corporation. Notice of a meeting to act on an amendment of the
Articles of Incorporation, a plan of merger, consolidation or share exchange,
a
proposed sale of all, or substantially all, of the Corporation's assets,
otherwise than in the usual and regular course of business, or the dissolution
of the Corporation shall be given in the manner provided above not
less
than
twenty-five (25) nor more than sixty (60) days before the date of the
meeting. Such notice shall be accompanied, as appropriate, by a copy
of the proposed amendment, plan of merger, consolidation, or exchange, or sale
agreement.
Notwithstanding
the foregoing, a written waiver of notice signed by the person or person
entitled to such notice, either before or after the time stated therein, shall
be equivalent to the giving of such notice. A stockholder who attends
a meeting shall be deemed to have waived objection to lack of notice or
defective notice of the meeting, unless at the beginning of the meeting he
objects to holding the meeting or transacting business at the
meeting.
5. ORGANIZATION
AND ORDER OF BUSINESS: At all meetings of the stockholders the
chairman of the Board or Directors or, in his absence, the president, shall
act
as chairman. In the absence of the foregoing officers or, if present,
with their consent, a majority of the shares entitled to vote at such meeting
may appoint any person to act as chairman. The secretary of the
Corporation or, in his absence, an assistant secretary, shall act as secretary
at all meetings of the stockholders. In the event that neither the
secretary nor any assistant secretary is present, the chairman may appoint
any
person to act as secretary of the meeting.
The
chairman shall have the right and authority to prescribe such rules, regulations
and procedures and to do all such acts and things as are necessary or desirable
for the proper conduct of the meeting, including, without limitation, the
establishment of procedures for the dismissal of business not properly
presented, the maintenance of order and safety, limitations on the time allotted
to questions or comments on the affairs of the Corporation, restrictions on
entry to such meeting after the time prescribed for the commencement thereof
and
the opening and closing of the voting polls.
At
each
annual meeting of stockholders, only such business shall be conducted as shall
have been properly brought before the meeting (i) by or at the direction of
the
Board of Directors or (ii) by any stockholder of the Corporation who shall
be
entitled to vote at such meeting and who complies with the notice procedures
set
forth in this Section 5. At a special meeting of stockholders, no
business shall be transacted and no corporate action taken other than that
stated in the notice of the meeting.
In
addition to any other applicable requirements, for business to be properly
brought before an annual meeting by a stockholder, the stockholder must have
given timely notice thereof in writing to the secretary of the
Corporation. To be timely, a stockholder's notice must be given,
either by personal delivery or by United States certified mail, postage prepaid,
and received at the principal executive offices of the Corporation 1. not less
than 120 days nor more than 150 days before the first anniversary of the date
of
the Corporation's proxy statement in connection with the last annual meeting
of
stockholders or 2. if no annual meeting was held in the previous year or the
date of the applicable annual meeting has been changed by more than 30 days
from
the date contemplated at the time of the previous year's proxy statement, not
less than 90 days before the date of the applicable annual meeting. A
stockholder's notice to the secretary shall set forth as to each matter the
stockholder proposes to bring before the annual meeting (a) a brief description
of the business
desired
to be brought before the annual meeting, including the complete text of any
resolutions to be presented at the annual meeting, and the reasons for
conducting such business at the annual meeting, (b) the name and address, as
they appear on the Corporation's stock transfer books, of such stockholder
proposing such business, (c) a representation that such stockholder is a
stockholder of record and intends to appear in person or by proxy at such
meeting to bring the business before the meeting specified in the notice, (d)
the class and number of shares of stock of the Corporation beneficially owned
by
the stockholder and (e) any material interest of the stockholder in such
business. Notwithstanding anything in the By-Laws to the contrary, no
business shall be conducted at an annual meeting except in accordance with
the
procedures set forth in this Section 5. The chairman of an annual
meeting shall, if the facts warrant, determine that the business was not brought
before the meeting in accordance with the procedures prescribed by this Section
5, and if he should so determine, he shall so declare to the meeting and the
business not properly brought before the meeting shall not be
transacted. Notwithstanding the foregoing provisions of this Section
5, a stockholder seeking to have a proposal included in the Corporation's proxy
statement shall comply with the requirements of Regulation 14a under the
Securities Exchange Act of 1934, as amended (including, but not limited to,
Rule
14a-8 or its successor provision). The secretary of the Corporation
shall deliver each such stockholder's notice that has been timely received
to
the Board of Directors or a committee designated by the Board of Directors
for
review.
6. VOTING: A
stockholder may vote either in person or by proxy executed in writing by the
stockholder or by his duly authorized attorney-in-fact. No
stockholder may authorize more than four persons to act for him, and any proxy
shall be delivered to the secretary of the meeting at or prior to the time
designated by the chairman or in the order of business for so delivering such
proxies. No proxy shall be valid after eleven months from its date,
unless otherwise provided in the proxy. Each holder of record of
stock of any class shall, as to all matters in respect of which stock of such
class has voting power, be entitled to such vote as is provided in the Articles
of Incorporation for each share of stock of such class standing in his name
on
the books of the Corporation. Unless required by statute or
determined by the chairman to be advisable, the vote on any questions need
not
be by ballot. On a vote by ballot, each ballot shall be signed by the
stockholder voting or by such stockholder's proxy, if there be such
proxy.
7. INSPECTORS: At
every meeting of the stockholders for election of directors, the proxies shall
be received and taken in charge, all ballots shall be received and counted
and
all questions touching the qualifications of voters, the validity of proxies,
and the acceptance or rejection of votes shall be decided, by one or more
inspectors. Each inspector shall be appointed by the chairman of the
meeting, shall be sworn faithfully to perform his or her duties and shall
certify in writing to the returns. No candidate for election as
director shall be appointed or act as inspector.
8. QUORUM: At
all meetings of the stockholders, unless a greater number of voting by classes
is required by law, a majority of the shares entitled to vote, represented
in
person or by proxy, shall constitute a quorum. Treasury shares and
shares held by a corporation of which the Corporation owns a majority of the
shares entitled to vote for the directors thereof shall not be entitled to
vote
or to be counted in determining the total number of outstanding shares entitled
to
vote. If
a quorum is present, the affirmative vote of a majority of the shares
represented and entitled to vote on the subject matter shall be the act of
the
shareholders unless the vote of a greater number is required by law or the
Articles of Incorporation, except that in the election of directors, those
receiving the greatest number of votes shall be deemed elected even though
not
receiving a majority. Less than a quorum may adjourn. If a
meeting is adjourned for lack of a quorum, any matter which might have properly
come before the original meeting may come before the adjourned meeting when
reconvened.
9. POSTPONEMENTS;
ADJOURNMENTS: The postponement or adjournment of any meeting of
the stockholders shall be held on such date and at such time as the Board of
Directors in its discretion determines.
ARTICLE
III.
DIRECTORS
1. RESPONSIBILITY
OF DIRECTORS: The affairs and business of the Corporation shall
be under the management of its Board of Directors and such officers and agents
as the Board of Directors may elect and employ.
2. NUMBER
OF DIRECTORS: The Board of Directors shall consist of twelve (12)
directors. Subject to the Articles of Incorporation and applicable law,
directors shall be elected by the stockholders for three-year terms and shall
serve until the election of their successors. The Board of Directors shall
have
the power to amend this bylaw to the extent permitted by law.
3. NOMINATION
AND ELECTION OF DIRECTORS: At each annual meeting of
stockholders, the stockholders entitled to vote shall elect the
directors. No person shall be eligible for election as a director
unless nominated in accordance with the procedures set forth in this Section
3. Nominations of persons for election to the Board of Directors may
be made by the Board of Directors or any committee designated by the Board
of
Directors or by any stockholder entitled to vote for the election of directors
at the applicable meeting of stockholders who complies with the notice
procedures set forth in this Section 3. Such nominations, other than
those made by the Board of Directors or any committee designated by the Board
of
Directors, may be made only if written notice of a stockholder's intent to
nominate one or more persons for election as directors at the applicable meeting
of stockholders has been given, either by personal delivery or by United States
certified mail, postage prepaid, to the secretary of the Corporation and
received 1. not less than 120 days nor more than 150 days before the first
anniversary of the date of the Corporation's proxy statement in connection
with
the last annual meeting of stockholders, or 2. if no annual meeting was held
in
the previous year or the date of the applicable annual meeting has been changed
by more than 30 days from the date contemplated at the time of the previous
year's proxy statement, not less than 90 days before the date of the applicable
annual meeting. Each such stockholder's notice shall set forth (i) as
to the stockholder giving the notice, 1. the name and address, as they appear
on
the Corporation's stock transfer books, of such stockholder, 2. a representation
that such stockholder is a stockholder of record and intends to appear in person
or by proxy at such meeting to nominate the person or persons specified in
the
notice, 3. the class and number of shares of stock of the Corporation
beneficially owned by such stockholder, and 4. a description of all arrangements
or understandings between such stockholder and each nominee and any other person
or persons (naming such person or persons) pursuant to which the nomination
or
nominations are to be made by such stockholder; and (ii) as to each person
whom
the stockholder proposes to nominate for election as a director, 1. the name,
age, business address and, if known, residence address of such person, 2. the
principal occupation or employment of such person, 3. the class and number
of
shares of stock of the Corporation which are beneficially owned by such person,
4. any other information relating to such person that is required to be
disclosed in solicitations of proxies for election of directors or is otherwise
required by the rules and regulations of the Securities and Exchange Commission
promulgated under the Securities Exchange Act of 1934, as amended, and 5. the
written consent of such person to be named in the proxy statement as a nominee
and to serve as a director if elected. The secretary of the
Corporation shall deliver each such stockholder's notice that has been timely
received to the Board of Directors or a committee designated by the Board of
Directors for review. Any person nominated for election as director
by the Board of Directors or any committee designated by the Board of Directors
shall, upon the request of the Board of Directors or such committee, furnish
to
the secretary of the Corporation all such information pertaining to such person
that is required to be set forth in a stockholder's notice of
nomination. The chairman of the meeting of stockholders shall, if the
facts warrant, determine that a nomination was not made in accordance with
the
procedures prescribed by this Section 3, and if he should so determine, he
shall
so declare to the meeting and the defective nomination shall be
disregarded.
4. DIRECTORS'
TERMS: No decrease in the number of directors shall have the
effect of changing the term of any incumbent director. Unless a
director resigns or is removed by the two-thirds (2/3) vote of all shares
entitled to be cast at an election of directors as required by the Articles
of
Incorporation, every director shall hold office for the term elected or until
a
successor shall have been elected. Any vacancy occurring in the Board
of Directors may be filled by the affirmative vote of a majority of the
remaining directors though less than a quorum of the Board of
Directors. 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.
5. DIRECTORS'
MEETINGS: The annual meeting of the directors shall be held
immediately after the annual meeting of the stockholders. The Board
of Directors, as soon as may be convenient after the annual meeting of the
stockholders at which such directors are elected, shall elect from their number
a president and chief executive officer (sometimes referred to herein as
"president") and a Chairman of the Board. Special meetings may be
called by any director by giving notice of the time and place in accordance
with
Section 7 of this Article. Special meetings of the Board of Directors
(or any committee of the Board) may be held by telephone or similar
communication equipment whereby all persons participating in the meeting can
hear each other, at such time as may be prescribed, upon call of any
director.
6. QUORUM
AND MANNER OF ACTING: Except where otherwise provided by law, a
quorum shall be a majority of the directors, and the act of a majority of the
directors present at any such meeting at which a quorum is present shall be
the
act of the Board of Directors. In the absence of a quorum, a majority
of those present may adjourn the meeting from time to time until a quorum be
had. Notice of any such adjourned meeting need not be
given. Action may be taken by the directors or a committee of the
Board of Directors without a meeting if a written consent setting forth the
action, shall be signed by all of the directors or committee members either
before or after such action. Such consent shall have the same force
and effect as a unanimous vote.
7. NOTICE
OF MEETING: At the annual meeting of the Board of Directors each
year and at any meeting thereafter, the Board shall designate the dates, times
and places of regular meetings of the Board for the ensuing calendar year,
and
no notice of any kind need be given thereafter with respect to such regular
meetings. Notice of any special meeting of the Board shall be by
oral, telegraphic or written notice duly given to each director not less than
forty-eight (48) hours before the date of the proposed meeting.
8. WAIVER
OF NOTICE: Whenever any notice is required to be given to a
director of any meeting for any purpose under the provisions of law, the
Articles of Incorporation or these By-Laws, a waiver thereof in writing signed
by the person or persons entitled to such notice, either before or after the
time stated therein, shall be equivalent to the giving of such
notice. A director's attendance at or participation in a meeting
waives any required notice to him of the meeting unless he at the beginning
of
the meeting or promptly upon his arrival objects to holding the meeting or
transacting business at the meeting and does not thereafter vote for or assent
to action taken at the meeting.
9. COMPENSATION: Directors
shall not receive a stated salary for their services, but directors may be
paid
a fixed sum and expenses for attendance at any regular or special meeting of
the
Board of Directors or any meeting of any committee and such other compensation
as the Board of Directors shall determine. A director may serve or be
employed by the Corporation in any other capacity and receive compensation
therefor.
10. DIRECTOR
EMERITUS: The Board may appoint to the position of Director
Emeritus any retiring director who has served not less than three years as
a
director of the Corporation. Such person so appointed shall have the
title of "Director Emeritus" and shall be entitled to receive notice of, and
to
attend all meetings of the Board, but shall not in fact be a director, shall
not
be entitled to vote, shall not be counted in determining a quorum of the Board
and shall not have any of the duties or liabilities of a director under
law.
11. COMMITTEES: In
addition to the executive committee authorized by Article IV of these By-Laws,
other committees, consisting of two or more directors, may be designated by
the
Board of Directors by a resolution adopted by the greater number of 1. a
majority of all directors in office at the time the action is being taken or
2.
the number of directors required to take action under Article III, Section
6
hereof. Any such committee, to the extent provided in the resolution
of the Board of Directors designating the committee, shall have and may exercise
the powers and authority of the Board of Directors in the management of the
business and affairs of the Corporation, except as limited by law.
ARTICLE
IV.
EXECUTIVE
COMMITTEE
1. HOW
CONSTITUTED AND POWERS: The Board of Directors, by resolution
adopted pursuant to Article III, Section 11 hereof, may designate, in addition
to the chairman of the Board of Directors, one or more directors to constitute
an executive committee, who shall serve during the pleasure of the Board of
Directors. The executive committee, to the extent provided in such
resolution and permitted by law, shall have and may exercise all of the
authority of the Board of Directors.
2. ORGANIZATION,
ETC.: The executive committee may choose a chairman and
secretary. The executive committee shall keep a record of its acts
and proceedings and report the same from time to time to the Board of
Directors.
3. MEETINGS: Meetings
of the executive committee may be called by any member of the
committee. Notice of each such meeting, which need not specify the
business to be transacted thereat, shall be mailed to each member of the
committee, addressed to his residence or usual place of business, at least
two
days before the day on which the meeting is to be held or shall be sent to
such
place by telegraph, telex or telecopy or be delivered personally or by
telephone, not later than the day before the day on which the meeting is to
be
held.
4. QUORUM
AND MANNER OF ACTING: A majority of the executive committee shall
constitute a quorum for transaction of business, and the act of a majority
of
those present at a meeting at which a quorum is present shall be the act of
the
executive committee. The members of the executive committee shall act
only as a committee, and the individual members shall have no powers as
such.
5. REMOVAL: Any
member of the executive committee may be removed, with or without cause, at
any
time, by the Board of Directors.
6. VACANCIES: Any
vacancy in the executive committee shall be filled by the Board of
Directors.
ARTICLE
V.
OFFICERS
1. NUMBER: The
officers of the Corporation shall be a chairman of the Board of Directors,
a
president and chief executive officer, one or more vice chairmen of the Board
of
Directors (if elected by the Board of Directors), one or more vice presidents
(one or more of whom may be designated executive vice president or senior vice
president), a chief financial officer, a treasurer, a controller, a secretary,
one or more assistant treasurers, assistant controllers and assistant
secretaries and such other officers as may from time to time be chosen by the
Board of Directors. Any two or more offices may be held by the same
person. The Board of Directors, in its discretion, may also designate
“chief officers” of certain functions in addition to chief executive officer and
chief financial officer, and such officers shall be deemed to be vice presidents
for purposes of these bylaws.
2. ELECTION,
TERM OF OFFICE AND QUALIFICATIONS: All officers of the
Corporation shall be chosen annually by the Board of Directors, and each officer
shall hold office until his successor shall have been duly chosen and qualified
or until he shall resign or shall have been removed in the manner hereinafter
provided. The chairman of the Board of Directors, the president and
chief executive officer, and the vice chairman of the Board of Directors (if
any) shall be chosen from among the directors.
3. VACANCIES: If
any vacancy shall occur among the officers of the Corporation, such vacancy
shall be filled by the Board of Directors.
4. OTHER
OFFICERS, AGENTS AND EMPLOYEES - THEIR POWERS AND DUTIES: The
Board of Directors may from time to time appoint such other officers as the
Board of Directors may deem necessary, to hold office for such time as may
be
designated by it or during its pleasure, and the Board of Directors or the
chairman of the Board of Directors may appoint, from time to time, such agents
and employees of the Corporation as may be deemed proper, and may authorize
any
officers to appoint and remove agents and employees. The Board of
Directors or the chairman of the Board of Directors may from time to time
prescribe the powers and duties of such other officers, agents and employees
of
the Corporation.
5. REMOVAL: Any
officer, agent or employee of the Corporation may be removed, either with or
without cause, by a vote of a majority of the Board of Directors or, in the
case
of any agent or employee not appointed by the Board of Directors, by a superior
officer upon whom such power of removal may be conferred by the Board of
Directors or the chairman of the Board of Directors.
6. CHAIRMAN
OF THE BOARD OF DIRECTORS: The chairman of the Board of Directors
shall preside at meetings of the stockholders and of the Board of Directors
and
shall be a member of the executive committee. The chairman shall be
responsible for such management and
control
of the business and affairs of the Corporation as shall be determined by the
Board of Directors. He shall see that all orders and resolutions of
the Board of Directors are carried into effect. He shall from time to
time report to the Board of Directors on matters within his knowledge which
the
interests of the Corporation may require be brought to its notice. He
shall do and perform such other duties from time to time as may be assigned
to
him by the Board of Directors.
7. PRESIDENT
AND CHIEF EXECUTIVE OFFICER: In the absence of the chairman of
the Board of Directors, the president and chief executive officer shall preside
at meetings of the stockholders and of the Board of Directors. He
shall be responsible to the Board of Directors and, subject to the Board of
Directors, shall be responsible for the general management and control of the
business and affairs of the Corporation and shall devote himself to the
Corporation's operations under the basic policies set by the Board of
Directors. He shall from time to time report to the Board of
Directors on matters within his knowledge which the interests of the Corporation
may require be brought to his notice. In the absence of the chairman
of the Board of Directors, he shall have all of the powers and the duties of
the
chairman of the Board of Directors. He shall do and perform such
other duties from time to time as may be assigned to him by the Board of
Directors. The offices of president and chief executive officer may
be held by separate persons, each having the duties hereunder as determined
by
the Board of Directors.
8. VICE
CHAIRMEN OF THE BOARD OF DIRECTORS: In the absence of the
chairman of the Board of Directors and the president, the vice chairman of
the
Board of Directors designated for such purpose by the chairman of the Board
of
Directors shall preside at meetings of the stockholders and of the Board of
Directors. Each vice chairman of the Board of Directors shall be
responsible to the chairman of the Board of Directors. Each vice
chairman of the Board of Directors shall from time to time report to the
chairman of the Board of Directors on matters within his knowledge which the
interests of the Corporation may require be brought to his notice. In
the absence or inability to act of the chairman of the Board of Directors and
the president, such vice chairman of the Board of Directors as the chairman
of
the Board of Directors may designate for the purpose shall have the powers
and
discharge the duties of the chairman of the Board of Directors. The
Board of Directors may designate a vice chairman of the Board of Directors
who
shall have the powers and discharge the duties of the chairman of the Board
of
Directors.
9. VICE
PRESIDENTS: The vice presidents of the Corporation shall assist
the chairman of the Board of Directors, the president and the vice chairmen
of
the Board of Directors in carrying out their respective duties and shall perform
those duties which may from time to time be assigned to them.
10. TREASURER: The
treasurer shall have charge of the funds, securities, receipts and disbursements
of the Corporation. He shall deposit all moneys and other valuable
effects in the name and to the credit of the Corporation in such banks or trust
companies or with such bankers or other depositaries as the Board of Directors
may from time to time designate. He shall render to the Board of
Directors, the chairman of the Board of Directors, the president, the vice
chairmen of the Board of Directors, and the chief financial officer, whenever
required by any of them, an account of
all
of
his transactions as treasurer. If required, he shall give a bond in
such sum as the Board of Directors may designate, conditioned upon the faithful
performance of the duties of his office and the restoration to the Corporation
at the expiration of his term of office or in case of his death, resignation
or
removal from office, of all books, papers, vouchers, money or other property
of
whatever kind in his possession or under his control belonging to the
Corporation. He shall perform such other duties as from time to time
may be assigned to him.
11. ASSISTANT
TREASURERS: In the absence or disability of the treasurer, one or
more assistant treasurers shall perform all the duties of the treasurer and,
when so acting, shall have all the powers of, and be subject to all restrictions
upon, the treasurer. Each assistant treasurer shall also perform such
other duties as from time to time may be assigned to him.
12. SECRETARY: The
secretary shall keep the minutes of all meetings of the stockholders and of
the
Board of Directors in a book or books kept for that purpose. He shall
keep in safe custody the seal of the Corporation, and shall affix such seal
to
any instrument requiring it. The secretary shall have charge of such
books and papers as the Board of Directors may direct. He shall
attend to the giving and serving of all notices of the Corporation and shall
also have such other powers and perform such other duties as pertain to his
office, or as the Board of Directors, the chairman of the Board of Directors,
the president or any vice chairman of the Board of Directors may from time
to
time prescribe.
13. ASSISTANT
SECRETARIES: In the absence or disability of the secretary, one
or more assistant secretaries shall perform all of the duties of the secretary
and, when so acting, shall have all of the powers of, and be subject to all
the
restrictions upon, the secretary. Each assistant secretary shall also
perform such other duties as from time to time may be assigned to
him.
14. CONTROLLER: The
controller shall be administrative head of the controller's
department. He shall be in charge of all functions relating to
accounting and the preparation and analysis of budgets and statistical reports
and shall establish, through appropriate channels, recording and reporting
procedures and standards pertaining to such matters. He shall report
to the chief financial officer and shall aid in developing internal corporate
policies whereby the business of the Corporation shall be conducted with the
maximum safety, efficiency and economy, and he shall be available to all
departments of the Corporation for advice and guidance in the interpretation
and
application of policies which are within the scope of his
authority. He shall perform such other duties as from time to time
may be assigned to him.
15. ASSISTANT
CONTROLLERS: In the absence or disability of the controller, one
or more assistant controllers shall perform all of the duties of the controller
and, when so acting, shall have all of the powers of, and be subject to all
the
restrictions upon, the controller. Each assistant controller shall
also perform such other duties as from time to time may be assigned to
him.
ARTICLE
VI.
CONTRACTS,
CHECKS, DRAFTS, BANK ACCOUNTS, ETC.
1. CONTRACTS: The
chairman of the Board of Directors, the president, any vice chairman of the
Board of Directors, any vice president, the treasurer and such other persons
as
the chairman of the Board of Directors may authorize shall have the power to
execute any contract or other instrument on behalf of the Corporation; no other
officer, agent or employee shall, unless otherwise provided in these By-Laws,
have any power or authority to bind the Corporation by any contract or
acknowledgement, or pledge its credit or render it liable pecuniarily for any
purpose or to any amount.
2. LOANS: The
chairman of the Board of Directors, the president, any vice chairman of the
Board of Directors, the executive vice president, the treasurer and such other
persons as the Board of Directors may authorize shall have the power to effect
loans and advances at any time for the Corporation from any bank, trust company
or other institution, or from any corporation, firm or individual, and for
such
loans and advances may make, execute and deliver promissory notes or other
evidences of indebtedness of the Corporation, and, as security for the payment
of any and all loans, advances, indebtedness and liability of the Corporation,
may pledge, hypothecate or transfer any and all stock, securities and other
personal property at any time held by the Corporation, and to that end endorse,
assign and deliver the same.
3. VOTING
OF STOCK HELD: The chairman of the Board of Directors, the
president, any vice chairman of the Board of Directors, any vice president
or
the secretary may from time to time appoint an attorney or attorneys or agent
or
agents of the Corporation to cast the votes that the Corporation may be entitled
to cast as a stockholder or otherwise in any other corporation, any of whose
stock or securities may be held by the Corporation, at meetings of the holders
of the stock or other securities of such other corporation, or to consent in
writing to any action by any other such corporation, and may instruct the person
or persons so appointed as to the manner of casting such votes or giving such
consent, and may execute or cause to be executed on behalf of the Corporation
such written proxies, consents, waivers or other instruments as such officer
may
deem necessary or proper in the premises; or the chairman of the Board of
Directors, the president, any vice chairman of the Board of Directors, any
vice
president or the secretary may himself attend any meeting of the holders of
stock or other securities of such other corporation and thereat vote or exercise
any and all powers of the Corporation as the holder of such stock or other
securities of such other corporation.
4. COMPENSATION: The
compensation of all officers of the Corporation shall be fixed by the Board
of
Directors.
ARTICLE
VII.
STOCK
CERTIFICATES
1. FORM
OF STOCK CERTIFICATE: The certificates of stock of the
Corporation shall be numbered and entered in the books of the Corporation as
they are issued. They shall be signed manually or by the use of a
facsimile signature, i) by the chairman of the Board of Directors, by the
president, or by a vice president designated by the Board of Directors and
ii)
countersigned by the secretary or an assistant secretary. They shall
bear the corporate seal or a facsimile thereof. The Board of
Directors of the Corporation may issue scrip in registered or bearer form,
which
shall entitle the holder to receive a certificate for a full
share. Scrip shall not entitle the holder to exercise voting rights
or to receive dividends thereon or to participate in any of the assets of the
Corporation in the event of liquidation. The Board may cause scrip to
be issued subject to the condition that it shall become void if not exchanged
for certificates representing full shares before a specified date or subject
to
any other conditions that it may deem advisable. No fractional shares
shall be issued.
2. LOST
CERTIFICATES: The president or secretary may direct a new
certificate or certificates to be issued in place of any lost or destroyed
certificate or certificates previously issued by the Corporation if the person
or persons who claim the certificate or certificates make an affidavit stating
the certificates of stock have been lost or destroyed. When
authorizing the issuance of a new certificate or certificates, the Corporation
may, in its discretion and as a condition precedent to the issuance thereof,
require the owner of such lost or destroyed certificate or certificates, or
the
legal representative, to advertise the same in such manner as the Corporation
shall require and/or to give the Corporation a bond, in such sum as the
Corporation may direct, to indemnify the Corporation with respect to the
certificate or certificates alleged to have been lost or destroyed.
3. TRANSFER
OF STOCK: Upon surrender to the Corporation, or to the transfer
agent of the Corporation, if any, of a certificate for shares duly endorsed
or
accompanied by proper evidence of succession, assignment or authority to
transfer, the Corporation shall issue a new certificate to the person entitled
thereto, cancel the old certificate, and record the transaction upon its
books.
4. REGISTERED
STOCKHOLDERS: The Corporation shall be entitled to treat the
holder of record of any share or shares of stock as the owner thereof and,
accordingly, shall not be bound to recognize any equitable or other claim to
or
interest in such share or shares on the part of any other person. The
Corporation shall not be liable for registering any transfer of shares which
are
registered in the name of a fiduciary unless done with actual knowledge of
facts
which would cause the Corporation's action in registering the transfer to amount
to bad faith.
ARTICLE
VIII.
MISCELLANEOUS
1. NOTICES: Each
stockholder, director and officer shall furnish in writing to the secretary
of
the Corporation the address to which notices of every kind may be delivered
or
mailed. If such person fails to furnish an address, and the Post
Office advises the Corporation that the address furnished is no longer the
correct address, the Corporation shall not be required to deliver or mail any
notice to such person. Whenever notice is required by applicable law,
the Articles of Incorporation or these By-Laws, a written waiver of such notice
signed before or after the time stated in the waiver or, in the case of a
meeting, the attendance, of a stockholder or director (except for the sole
purpose of objecting) or, in the case of a unanimous consent, the signing of
the
consent, shall be deemed a waiver of notice.
2. REGISTERED
OFFICE AND AGENT: The Corporation shall at all times have a
registered office and a registered agent.
3. CORPORATE
RECORDS: The Corporation shall keep correct and complete books and records
of accounts and minutes of the stockholders' and directors' meetings, and shall
keep at its registered office or principal place of business,, or at the office
of its transfer agent, if any, a record of its stockholders, including the
names
and addresses of all stockholders and the number, class, and series of the
shares held by each. Any person who shall have been a stockholder of
record for at least six months immediately preceding demand, or who shall be
the
holder of record of a least five per cent (5%) of all the outstanding shares
of
the Corporation, upon written request stating the purpose therefor, shall have
the right to examine, in person or by agent or attorney, at any reasonable
time
or times, for any proper purpose, the books and records of account of the
Corporation, minutes and record of stockholders, and to make copies or extracts
therefrom.
4. REQUIREMENT
FOR FINANCIAL STATEMENT: Upon the written request of any
stockholder, the Corporation shall mail to the stockholder its most recent
published financial statement.
5. SEAL: The
seal of the Corporation shall be a flat faced circular die containing the word
"SEAL" in the center and the name of the Corporation around the
circumference.
6. AMENDMENT
OF BY-LAWS: Except to the extent otherwise provided in Article VI
of the Articles of Incorporation, the power to alter, amend or repeal the
By-Laws or adopt new By-Laws shall be vested in the Board of Directors, but
By-Laws made by the Board of Directors may be repealed or changed or new By-Laws
adopted by the stockholders and the stockholders may prescribe that any By-Law
adopted by them may not be altered, amended or repealed by the Board of
Directors.
7. FISCAL
YEAR: The fiscal year of the Corporation shall be established by
resolution of the Board of Directors and may be changed from time to
time.
8. GENERAL: Any
matters not specifically covered by these By-Laws shall be governed by the
applicable provisions of the Code of Virginia in force at the time.
ARTICLE
IX.
EMERGENCY
BY-LAWS
If
a
quorum of the Board of Directors cannot readily be assembled because of a
catastrophic event, and only in such event, these By-Laws shall, without further
action by the Board of Directors, be deemed to have been amended for the
duration of such emergency, as follows:
1. The
third sentence of Section 5 of Article III shall read as follows:
Special
meetings of the Board of Directors (or any committee of the Board) shall be
held
whenever called by order of any director or of any person having the powers
and
duties of the chairman of the Board of Directors, the president or any vice
chairman of the Board of Directors.
2. Section
6 of Article III shall read as follows:
The
directors present at any regular or special meeting called in accordance with
these By-Laws shall constitute a quorum for the transaction of business at
such
meeting, and the action of a majority of such directors shall be the act of
the
Board of Directors, provided, however, that in the event that only one director
is present at any such meeting no action except the election of directors shall
be taken until at least two additional directors have been elected and are
in
attendance.