Exhibit 3.2
NOTICE: THIS CONTRACT IS SUBJECT TO ARBITRATION PURSUANT
TO THE SOUTH CAROLINA UNIFORM ARBITRATION ACT
BYLAWS OF
CAROLINA NATIONAL CORPORATION
(As amended December 13, 2007)
ARTICLE I
OFFICES
Section 1. Office. Carolina National Corporation (hereinafter referred
to as the "Corporation"), is a South Carolina corporation. The main office of
the Corporation shall be located in the City of Columbia, County of Richland,
and State of South Carolina.
Section 2. Additional Offices. The Corporation may also have offices
and places of business at such other places, within or without the State of
South Carolina, as the Board of Directors may from time to time determine.
ARTICLE II
MEETINGS OF SHAREHOLDERS
Section 1. Time and Place. The annual meeting of the shareholders for
the election of directors and all special meetings of shareholders for that or
for any other purpose may be held at such time and place within or without the
State of South Carolina as shall be stated in the notice of the meeting, or in a
duly executed waiver of notice thereof.
Section 2. Annual Meetings. An annual meeting of shareholders shall be
held each year at the time and place set by the Board of Directors. At each
annual meeting the shareholders shall elect directors and transact such other
business as may properly be brought before the meeting.
Section 3. Notice of Annual Meeting. Written notice of the place, date
and hour of the annual meeting shall be given personally or by mail to each
shareholder entitled to vote thereat not less than ten nor more than sixty days
prior to the meeting.
Section 4. Special Meetings. Special meetings of the shareholders, for
any purpose or purposes, unless otherwise prescribed by statute or by the
articles of incorporation, may be called by the president or the chairman of the
Board of Directors or a majority of the directors and shall be called by the
president or the secretary at the request in writing of a majority of the
directors, or at the request in writing of shareholders owning at least ten per
cent in amount of the shares of the Corporation issued and outstanding and
entitled to vote. Such request shall state the purpose or purposes of the
proposed meeting.
Section 5. Notice of Special Meeting. Written notice of a special
meeting of shareholders stating the place, date and hour of the meeting, the
purpose or purposes for which the meeting is called, and by or at whose
direction it is being issued shall be given personally or by mail to each
shareholder entitled to vote thereat not less than ten nor more than sixty days
prior to the meeting.
Section 6. Quorum. The holders of a majority of the shares of the
Corporation issued and outstanding and entitled to vote thereat present in
person or represented by proxy shall be necessary to and shall constitute a
quorum for the transaction of business at all meetings of the shareholders.
If, however, such quorum shall not be present or represented at any
meeting of the shareholders, the shareholders entitled to vote thereat present
in person or represented by proxy shall have power to adjourn the meeting from
time to time, until a quorum shall be present or represented. 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
noticed.
Section 7. Voting. At any meeting of the shareholders, every
shareholder having the right to vote shall be entitled to vote in person or by
proxy. Except as otherwise provided by law or the articles of incorporation,
each shareholder of record shall be entitled to one vote for every share of
stock standing in his name on the books of the Corporation. All elections shall
be determined by a plurality vote, and, except as otherwise provided by law or
the articles of incorporation, all other matters shall be determined by vote of
a majority of the shares present or represented at such meeting and voting on
such questions.
Section 8. Proxies. Every proxy must be executed in writing and dated
by the shareholder or by his attorney-in-fact. No proxy shall be valid after the
expiration of eleven months from the date thereof, unless otherwise provided in
the proxy. Every proxy shall be revocable at the pleasure of the shareholder
executing it, except in those cases where an irrevocable proxy is permitted by
law and the proxy expressly states that it is irrevocable.
Section 9. Consents. Whenever by any provision of law the vote of
shareholders at a meeting thereof is required or permitted to be taken in
connection with any corporate action, the meeting and vote of shareholders may
be dispensed with if all the shareholders who would have been entitled to vote
upon the action if such meeting were held shall consent in writing to such
corporate action being taken.
Section 10. Record date. For the purpose of determining the
shareholders entitled to notice of or to vote at any meeting of shareholders or
any adjournment thereof, or to express consent to or dissent from any proposal
without a meeting, or for the purpose of determining shareholders entitled to
receive payment of any dividend or the allotment of any rights, or for the
purpose of any other action affecting the interests of shareholders, the Board
of Directors may fix, in advance, a record date. Such date shall not be more
than seventy days before the date of any such meeting or other action requiring
a determination of shareholders.
In each such case, except as otherwise provided by law, only such
persons as shall be shareholders of record on the date so fixed shall be
entitled to notice of, and to vote at, such meeting and any adjournment thereof,
or to express such consent or dissent, or to receive payment of such dividend,
or such allotment of rights, or otherwise to be recognized as shareholders for
the related purpose, notwithstanding any registration of transfer of shares on
the books of the Corporation after any such record date so fixed.
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Section 11. Conduct of Meeting. The president of the Corporation or
such other person or persons as the president shall designate shall preside at
meetings of shareholders. The presiding person shall set the agenda for the
meeting and shall specify procedures to be followed at the meeting.
Section 12. Notice of Proposals. No resolution shall be proposed by a
shareholder for adoption at a meeting of shareholders unless such resolution has
been provided to the president of the Corporation in writing not less than
seventy days prior to the meeting; provided, however, that this limitation shall
not apply to any resolution proposed by the Board of Directors or the president
of the Corporation.
ARTICLE III
DIRECTORS
Section 1. Number; Tenure. The number of directors constituting the
Board of Directors shall from time to time be set by the Board of Directors.
When the number of directors constituting the Corporation's Board of Directors
shall be fixed at six or more members, directors' terms shall be staggered by
dividing the total number of directors into three groups with each group to be
as nearly equal in number as possible. Initially, one group will be elected for
one year, one group will be elected for two years, and one group will be elected
for three years. Thereafter, each group will be elected for three years.
Directors shall be elected at the annual meeting of the shareholders, except as
provided in Section 3 of this Article III, and each director shall be elected to
serve until his successor has been elected and has qualified.
Section 2. Resignation; Removal. Any director may resign at any time.
The shareholders entitled to vote for the election of directors may remove a
director, with or without cause; provided, however, an affirmative vote of 80%
of the outstanding shares of the Corporation shall be required to remove any or
all of the directors without cause.
Section 3. Vacancies. If any vacancies occur in the Board of Directors
by reason of the death, resignation, retirement, disqualification or removal
from office of any director, the remaining directors, although less than a
quorum, may by majority vote choose a successor or successors, and the directors
so chosen shall hold office until the next annual meeting of the shareholders
and until their successors shall be duly elected and qualified, unless sooner
displaced; provided, however, that if, in the event of any such vacancy, the
directors remaining in office shall be unable, by majority vote, to fill such
vacancy within thirty days of the occurrence thereof, the president or the
secretary may call a special meeting of the shareholders at which such vacancy
shall be filled. The board of directors may increase or decrease by not more
than thirty percent the number of directors last approved by the shareholders.
Any vacancy on the board of directors created by the increase in the number of
directors may be filled by a majority vote of the board of directors or by the
shareholders. Any director elected to fill a vacancy created by an increase in
the number of directors shall serve until the next annual meeting of
shareholders.
Section 4. Duties and Powers. The Board of Directors shall have control
and management of the affairs and business of the Corporation. In the
transaction of business, the act of a majority present at a meeting, except as
otherwise provided by law or the Articles of Incorporation, shall be the act of
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the Board, provided a quorum is present. The Directors may adopt such rules for
the conduct of their meetings and the management of the Corporation as they deem
proper, not inconsistent with law or these Bylaws.
Section 5. Committees. The Board of Directors may by resolution create
committees of the Board of Directors and delegate to such committees the powers
of the Board of Directors to the extent provided in the resolution and permitted
by law.
Section 6. Qualifications of Directors. No person shall be qualified to
be a director of the Corporation unless that person has been nominated by the
Board of Directors or is nominated by a shareholder who has given not less than
seventy days written notice to the president of the Corporation of the identity
of the nominee and furnished all of the information about the nominee which
would be required to be included about the nominee in a proxy statement under
Regulation 14A under the Securities Exchange Act of 1934.
ARTICLE IV
MEETINGS OF THE BOARD
Section 1. Place. The Board of Directors of the Corporation may hold
meetings, both regular and special, either within or without the State of South
Carolina.
Section 2. First Meeting. A first meeting of the Board of Directors
shall be held immediately following each annual meeting of shareholders at which
such directors are elected, and no notice of such meeting to the directors shall
be necessary in order to constitute the meeting, provided a quorum shall be
present. In the event such meeting is not held at such time, the meeting may be
held at the time and place as shall be specified in a notice given as
hereinafter provided for special meetings of the Board of Directors or as shall
be specified in a duly executed waiver of notice thereof.
Section 3. Regular Meetings. Regular meetings of the Board of Directors
may be held without notice at such time and at such place as shall from time to
time be determined by the Board of Directors.
Section 4. Special Meetings. Special meetings of the Board of Directors
may be called by the chairman of the Board of Directors, if any, or by the
president on two days notice to each director, either personally or by
telephone, facsimile, courier, mail or other legal method. Special meetings
shall be called by the chairman, president or secretary in like manner and on
like notice at the written request of 25% or more of the directors.
Section 5. Quorum; Conduct. At all meetings of the Board of Directors,
a majority of the directors then in office shall be necessary to and constitute
a quorum for the transaction of business, and the vote of a majority of the
directors present at the time of the vote if a quorum is present shall be the
act of the Board of Directors. If a quorum shall not be present at any meeting
of the Board of Directors, the directors present thereat may adjourn the meeting
from time to time until a quorum shall be present. Notice of any such
adjournment shall be given to any directors who were not present and, unless
announced at the meeting, to the other directors.
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The chairman of the Board of Directors shall preside at meetings of the
directors. In the absence of the chairman, the president shall preside.
Section 6. Compensation. Directors, as such, shall not receive any
stated salary for their services, but, by resolution of the Board of Directors a
fixed fee and expenses of attendance, if any, may be allowed for attendance at
each regular or special meeting of the board (or of any committee of the board),
provided that nothing herein contained shall be construed to preclude any
director from serving the Corporation in any other capacity and receiving
compensation therefor.
Section 7. Consent to Action. Any action which may be authorized or
taken at a meeting of the Board of Directors may be authorized or taken without
a meeting in a writing or writings signed by all of the directors. The action or
authorization shall be effective when the last director signs the writing unless
the writing specifies a different effective date. The writing or writings shall
be filed with or entered upon the records of the Corporation.
ARTICLE V
NOTICES
Section 1. Form; Delivery. Except as otherwise provided in these
Bylaws, notices to directors and shareholders shall be in writing and may be
delivered personally or by mail, courier, facsimile or telegram. Notice by mail
shall be deemed to be given at the time when deposited in the post office or a
letter box, in a post-paid sealed wrapper, and addressed to the directors or the
shareholders at their addresses appearing on the records of the Corporation.
Section 2. Waiver. Whenever a notice is required to be given by any
statute, the articles of incorporation or these by-laws, 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 such notice. In
addition, any shareholder attending a meeting of shareholders in person or by
proxy without protesting prior to the conclusion of the meeting the lack of
notice thereof to him, and any director attending a meeting of the Board of
Directors without protesting prior to the meeting or at its commencement such
lack of notice shall be conclusively deemed to have waived notice of such
meeting.
ARTICLE VI
OFFICERS
Section 1. Executive Officers. The executive officers of the
Corporation shall be a president, secretary, treasurer and such assistant
officers or vice presidents as may from time to time be appointed by the Board.
Section 2. Authority and duties. All officers, as between themselves
and the Corporation, shall have such authority and perform such duties in the
management of the Corporation as may be provided by these by-laws, or, to the
extent not so provided, by the Board of Directors.
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Section 3. Term of Office; Removal. All officers shall be elected by
the Board of Directors and shall hold office for such term as may be prescribed
by the Board. Any officer elected or appointed by the Board may be removed with
or without cause at any time by the Board.
Section 4. Compensation. The compensation of all officers of the
Corporation shall be fixed by the Board of Directors and the compensation of
agents shall either be so fixed or shall be fixed by officers thereunto duly
authorized.
Section 5. Vacancies. If an office becomes vacant for any reason, the
Board of Directors shall fill such vacancy. Any officer so appointed or elected
by the Board shall serve only until such time as the unexpired term of his
predecessor shall have expired unless re-elected or reappointed by the Board.
ARTICLE VII
SHARE CERTIFICATES
Section 1. Form; Signature. The shares of the Corporation may be
represented by certificates or may be uncertificated. Certificates for shares of
the Corporation shall be in such form as shall be determined by the Board of
Directors and shall be numbered consecutively and entered in the books of the
Corporation as they are issued. Each certificate shall exhibit the registered
holder's name and the number and class of shares, and shall be signed by the
president or a vice-president and the secretary or an assistant secretary, and
shall bear the seal of the Corporation or a facsimile thereof. Where any such
certificate is countersigned by a transfer agent, or registered by a registrar,
the signature of any such officer may be a facsimile signature. In case any
officer who signed or whose facsimile signature or signatures were placed on any
such certificate shall have ceased to be such officer before such certificate is
issued, it may nevertheless be issued by the Corporation with the same effect as
if he were such officer at the date of issue.
If shares are issued or transferred without certificates, within a
reasonable time after issue or transfer, the Corporation or its transfer agent
shall send the shareholder a written statement setting out the information that
would be on a certificate, including: (i) the Corporation's name; (ii) the name
of the person to whom the shares are issued; (iii) the number and class of
shares and the designation of the series, if any, the shares represent; and (iv)
the designations, relative rights, preferences, and limitations applicable to
each class of shares the Corporation is authorized to issue and the variations
in rights, preferences, and limitations determined for each series (and the
authority of the Board to determine variations for future series), or a
statement to the effect that the Company will furnish the shareholder with this
information on request in writing and without charge. If the shares are subject
to any restriction on transfer, the restrictions on transfer shall also be set
forth in the written statement.
Section 2. Lost Certificates. The Board of Directors may direct a new
share certificate or certificates to be issued in place of any certificate or
certificates theretofore issued by the Corporation alleged to have been lost or
destroyed, upon the compliance with notice, affidavit and bond requirements of
S. C. Code Section 36-8-405, unless compliance with such requirements shall have
been waived for good cause by the Board.
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Section 3. Registration of Transfer. Upon surrender to the Corporation
or any transfer agent of the Corporation of a certificate for shares duly
endorsed or accompanied by proper evidence of succession, assignment or
authority to transfer, it shall be the duty of the Corporation or such transfer
agent (i) to issue a new certificate to the person entitled thereto, cancel the
old certificate and record the transaction upon its books, or (ii) if
uncertificated registration is requested by the transferor or transferee, to
record the transaction upon its books and provide the written statement required
by Section 1 of this Article VII. Upon receipt by the Corporation or any
transfer agent of proper transfer instructions from the registered owner of
uncertificated shares, or from an individual presenting proper evidence of
succession, assignment or authority to transfer uncertificated shares, it shall
be the duty of the Corporation or such transfer agent (i) to record the
transaction upon its books and provide the written statement required by Section
1 of this Article VII, or (ii) if issuance of a certificate is requested by the
transferor or transferee, to issue a certificate to the person entitled thereto
and record the transaction on its books.
Section 4. Registered Shareholders. Except as otherwise provided by
law, the Corporation shall be entitled to recognize the exclusive right of a
person registered on its books as the owner of shares to receive dividends or
other distributions, and to vote as such owner, and shall not be bound to
recognize any equitable or legal claim to or interest in such share or shares on
the part of any other person.
ARTICLE VIII
GENERAL PROVISIONS
Section 1. Instruments Under Seal. All deeds, bonds, mortgages,
contracts, and other instruments requiring a seal may be signed in the name of
the Corporation by the president or by any other officer authorized to sign such
instrument by the Board of Directors.
Section 2. Checks, etc. All checks or demands for money and notes or
other instruments evidencing indebtedness or obligations of the Corporation
shall be signed by such officer or officers or such other person or persons as
the Board of Directors may from time to time designate.
Section 3. Fiscal Year. The fiscal year of the Corporation shall begin
on the first day of January and end on the last day of December in each calendar
year, unless a different fiscal year shall be fixed by resolution of the Board
of Directors.
Section 5. Seal. The corporate seal shall have inscribed thereon the
name of the Corporation and shall be in such form as is determined by the Board
of Directors. The seal may be used by causing it or a facsimile thereof to be
impressed or affixed or otherwise reproduced. Such seal may be used in the
discretion of the officers and directors, and no document, contract or act of
the Corporation shall be invalid because it has not been sealed.
ARTICLE IX
ARBITRATION
Section 1. Any dispute between a shareholder of the Corporation and (1)
the Corporation, or (2) any officer of the Corporation, or (3) any other
shareholder of the Corporation which arises out of the aggrieved shareholder's
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status as a shareholder shall be resolved by binding arbitration held in
Columbia, South Carolina pursuant to the rules of the American Arbitration
Association.
ARTICLE X
AMENDMENTS
Section 1. Power to Amend. The Board of Directors shall have power to
amend, repeal or adopt by-laws at any regular or special meeting of the Board,
with the exception of any by-law adopted by the shareholders that expressly
provides that the Board may not adopt, amend or repeal that bylaw or any bylaw
on that subject. Any by-law adopted by the Board may be amended or repealed by
vote of the holders of a majority of the shares entitled at the time to vote for
the election of directors. Neither the directors nor the shareholders shall,
however, have the power to adopt, amend or repeal any by-law if such adoption,
amendment or repeal would cause the Corporation's by-laws to be inconsistent
with the Corporation's articles of incorporation.
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