EXHIBIT 3.2
NOTICE: THIS CONTRACT IS SUBJECT TO ARBITRATION PURSUANT
TO THE SOUTH CAROLINA UNIFORM ARBITRATION ACT
BYLAWS OF
CAROLINA NATIONAL CORPORATION
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.
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.
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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 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.
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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.
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.
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.
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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 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.
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.
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 to
issue a new certificate to the person entitled thereto, cancel the old
certificate and record the transaction upon 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.
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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 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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