AMENDED AND RESTATED BYLAWS

OF

SECURITY BANK CORPORATION

Adopted as of September 18, 2007


TABLE OF CONTENTS

 

ARTICLE ONE - OFFICES

Section 1.1

  

Registered Office

Section 2.1

  

Other Offices

ARTICLE TWO - SHAREHOLDERS’ MEETING

Section 2.1

  

Place of Meetings

Section 2.2

  

Annual Meetings

Section 2.3

  

Substitute Annual Meetings

Section 2.4

  

Special Meetings

Section 2.5

  

Notice of Meetings

Section 2.6

  

Quorum

Section 2.7

  

Voting of Shares

Section 2.8

  

Proxies

Section 2.9

  

Presiding Officer

Section 2.10

  

Adjournments

ARTICLE THREE - THE BOARD OF DIRECTORS

Section 3.1

  

General Powers

Section 3.2

  

Requirements

Section 3.3

  

Number, Election and Term of Office

Section 3.4

  

Removal

Section 3.5

  

Compensation

Section 3.6

  

Committees of the Board of Directors

Section 3.7

  

Honorary and Advisory Director

ARTICLE FOUR - MEETINGS OF THE BOARD OF DIRECTORS

Section 4.1

  

Regular Meetings

Section 4.2

  

Special Meetings

Section 4.3

  

Place of Meetings

Section 4.4

  

Notice of Meetings

Section 4.5

  

Quorum

Section 4.6

  

Vote Required for Action

Section 4.7

  

Action by Directors Without a Meeting

Section 4.8

  

Secretary to Board

ARTICLE FIVE - NOTICE AND WAIVER

Section 5.1

  

Procedure

Section 5.2

  

Waiver

ARTICLE SIX - OFFICERS

Section 6.1

  

Number of Officers

Section 6.2

  

Election and Term

Section 6.3

  

Salaries of Officers; Subordinate Officers

Section 6.4

  

Removal

Section 6.5

  

Chairman of the Board

Section 6.6

  

Vice-Chairman of the Board

Section 6.7

  

Chief Executive Officer

Section 6.8

  

President

Section 6.9

  

Vice Presidents

 

Section 6.10

  

Secretary

ARTICLE SEVEN - DIVIDENDS

Section 7.1

  

Time and Conditions of Declaration

Section 7.2

  

Share Dividends - Treasury Shares

Section 7.3

  

Share Dividends - Unissued Shares

Section 7.4

  

Share Splits

ARTICLE EIGHT - SHARES

Section 8.1

  

Authorization and Issuance of Shares

Section 8.2

  

Share Certificates; Direct Registration System

Section 8.3

  

Rights of Bank with Respect to Registered Owners

Section 8.4

  

Transfer of Shares

Section 8.5

  

Duty of Bank to Register Transfer

Section 8.6

  

Lost, Stolen or Destroyed Certificates

Section 8.7

  

Fixing of Record Date

Section 8.8

  

Record Date if None Fixed

ARTICLE NINE - INDEMNIFICATION

Section 9.1

  

Indemnification

Section 9.2

  

Payment of Expenses in Advance

Section 9.3

  

Insurance

Section 9.4

  

Rights Not Exclusive

ARTICLE TEN - MISCELLANEOUS

Article 10.1

  

Inspection of Books and Records

Article 10.2

  

Fiscal Year

Article 10.3

  

Seal

ARTICLE ELEVEN - AMENDMENTS

Article 11.1

  

Power to Amend Bylaws

Article 11.2

  

Conditions

 

 

 

ARTICLE ONE

OFFICES

1.1 REGISTERED OFFICE. The Corporation shall maintain its registered office in Bibb County, Georgia.

1.2 OTHER OFFICES. In addition to its registered office, the Corporation also may have offices at such other place or places as the Board of Directors may from time to time select, or as the business of the Corporation may require or make desirable, subject to the bank holding company laws of this state.

ARTICLE TWO

SHAREHOLDERS’ MEETINGS

2.1 PLACE OF MEETINGS. Meetings of the shareholders of the Corporation may be held at any place within (or without) the state of Georgia, as set forth in the notice thereof.

2.2 ANNUAL MEETINGS. The annual meeting of shareholders for the election of Directors and such other business as may be stated in the notice of the meeting shall be held at such place and at such time and date as the Board of Directors, by resolution, shall determine and as set forth in the notice of meeting. At each annual meeting the shareholders entitled to vote shall elect Directors, and they may transact such other corporate business as may properly come before the meeting.

2.3 SUBSTITUTE ANNUAL MEETINGS. If the annual meeting is not held on the day and time designated in Section 2.2, any business, including the election of Directors, which might properly have been acted upon at that meeting, may be transacted at any subsequent shareholders’ meeting held pursuant to these Bylaws or held pursuant to a court order requiring a substitute annual meeting.

2.4 SPECIAL MEETINGS. Special meetings of shareholders or a special meeting in lieu of the annual meeting of shareholders shall be called by the Corporation upon the written request of the holders of 25% or more of all the shares of capital stock of the Corporation entitled to vote in an election of Directors. Special meetings of the shareholders may be called at any time by the Chief Executive Officer, President, Chairman of the Board, or the Board of Directors.

2.5 NOTICE OF MEETINGS. Unless waived as contemplated in Section 5.2, or by attendance at the meeting, either in person or by proxy, for any purpose other than to object to the transaction of business, a written or printed notice of each shareholders’ meeting stating the place, day and hour of the meeting shall be delivered not less than ten (10) days, nor more than sixty (60) days before the date thereof, either personally, by mail, or by telegram, charges prepaid by or at the direction of the Chief Executive Officer, President, the Secretary, or the officer or persons calling the meeting, to each shareholder of record entitled to vote at such meeting. In the case of an annual or substitute annual meeting, the notice of the meeting need not state the purpose or purposes of the meeting unless the purpose or purposes constitute a matter which the Georgia Business Corporation Code requires to be stated in the notice of the meeting. In the case of a special meeting, the notice of the meeting shall state the general nature of the business to be transacted.

2.6 QUORUM. At all meetings of the shareholders, the presence in person or by proxy of the holders of more than one-half of the shares outstanding and entitled to vote shall constitute a quorum. If a quorum is present, a majority of the shares represented at the meeting and entitled to vote on the subject matter shall determine any matter coming before the meeting unless a different vote is required by the Georgia Business Corporation Code, by the Amended and Restated Articles of Incorporation of the Corporation or by these Bylaws. The shareholders at a meeting at which a quorum is once present may continue to transact business at the meeting or by any adjournment thereof, notwithstanding the withdrawal of enough shareholders to leave less than a quorum. If a meeting cannot be organized for lack of a quorum, those shareholders present may adjourn the meeting to such time and place as they may determine. In the case of a meeting for the election of Directors which is twice adjourned for lack of a quorum, those present at the second of such adjourned meetings, of which notice has been given in writing to shareholders, shall constitute a quorum for the election of Directors.

2.7 VOTING OF SHARES. Each outstanding share having voting rights shall be entitled to one vote on each matter submitted to a vote at a meeting of shareholders. Voting on all matters shall be by voice vote or by show of hands unless any qualified voter, prior to the voting on any matter, demands vote by ballot, in which case each ballot shall state the name of the shareholder voting and the number of shares voted by him, and if such ballot be cast by proxy, it shall also state the name of such proxy.

2.8 PROXIES. A shareholder entitled to vote pursuant to Section 2.7 may vote in person or by proxy executed in writing by the shareholder or by his attorney in fact. A proxy shall not be valid after eleven (11) months from the date of its execution unless a longer period is expressly stated therein. If the validity of any proxy is questioned, it must be submitted to the Secretary of the shareholders’ meeting for examination or to a proxy officer or committee appointed by the person presiding at the meeting. The Secretary of the meeting or, if appointed, the proxy officer or committee, shall determine the validity or invalidity of any proxy submitted and referenced by the Secretary in the minutes of the meeting to the regularity of a proxy shall be received as prima facie evidence of the facts stated for the purpose of establishing the presence of a quorum at such meeting and for all other purposes.

2.9 PRESIDING OFFICER. The Chairman of the Board of Directors or, in the absence of a Chairman of the Board of Directors, the Vice Chairman or the Chief Executive Officer, shall serve as Chairman of every shareholders’ meeting unless some other person is elected to serve as Chairman by a majority vote of the shares represented at the meeting. The Chairman may appoint such persons as he deems required to assist with the meeting.

2.10 ADJOURNMENTS. Any meeting of the shareholders, whether or not a quorum is present, may be adjourned by the holders of a majority of the voting shares represented at the meeting to reconvene at a specific time and place. Except as otherwise provided by Section 2.6, it shall not be necessary to give any notice of the reconvened meeting or of the business to be transacted, if the time and place of the reconvened meeting are announced at the meeting which was adjourned. At any such reconvened meeting, any business may be transacted which could have been transacted at the meeting which was adjourned.

ARTICLE THREE

THE BOARD OF DIRECTORS

3.1 GENERAL POWERS. The business and affairs of the Corporation shall be managed by the Board of Directors. In addition to the powers and authority expressly conferred upon it by these Bylaws, the Board of Directors may exercise all such powers of the Corporation and do all such lawful acts and things as are not by these Bylaws directed or required to be exercised or done by the shareholders.

 

3.2 REQUIREMENTS. Each Director of the Corporation shall be a natural person of the age of 18 years or more. Any Director who shall have attained the age of seventy-five (75) years on or before the first day of January, preceding the next annual meeting shall serve only to the date of such annual meeting and shall not be eligible to serve as a Director thereafter, notwithstanding the fact that such Director may have been elected for a term which would extend beyond the dates set forth above.

3.3 NUMBER, ELECTION AND TERM OF OFFICE. The Board of Directors of the Corporation shall consist of not less than five (5) nor more than 25 persons, and shall be elected in classes with staggered terms of three years as provided in the Amended and Restated Articles of Incorporation with the exact number within such minimum and maximum limits in each class to be fixed and determined from time to time by resolution of the Board of Directors or by resolution of the shareholders adopted at the annual meeting of shareholders by a majority vote of the shareholders represented at the annual meeting. The Directors shall be elected by a plurality vote of the shareholders represented at the annual meeting of shareholders entitled to vote for the election of Directors. Each Director shall serve until the expiration of his term and until his successor is elected and qualified or until his earlier resignation, retirement, disqualification, death or removal from office for cause.

3.4 REMOVAL. The entire Board of Directors or any individual Director may be removed from office with or without cause by the affirmative vote of the holders of a majority of the shares entitled to vote at an election of Directors. In addition, the Board of Directors may remove a Director from office if such Director is adjudicated an incompetent by a court, if he is convicted of a felony, or if he fails to attend regular meetings of the Board of Directors for three (3) consecutive meetings without having been excused by the Board of Directors.

3.5 COMPENSATION. Directors may receive such compensation for their services as Directors as may from time to time be fixed by vote of the Board of Directors. A Director may also serve the Corporation in a capacity other than that of Director and receive compensation, as determined by the Board of Directors, for services rendered in such other capacity.

3.6 COMMITTEES OF THE BOARD OF DIRECTORS. The Board of Directors, by resolution adopted by a majority of the full Board of Directors, may designate from among its members an executive committee, an audit committee, a compensation committee and one or more other committees, each consisting of three or more Directors. Each committee shall have the authority of the Board of Directors in regard to the business of the Corporation to the extent set forth in the resolution establishing such committee.

3.7 HONORARY AND ADVISORY DIRECTORS. The Board of Directors of the Corporation also may appoint any individual an Honorary Director, Director Emeritus, or member of any advisory board established by the Board of Directors. Any individual appointed as Honorary Director, Director Emeritus, or member of an advisory board may be compensated as provided in Section 3.5, but such individual may not vote at any meeting of the Board of Directors or be counted in determining a quorum as provided in Section 4.5 and shall not have any responsibility or be subject to any liability imposed upon a Director, or otherwise be deemed a Director.

 

ARTICLE FOUR

MEETINGS OF THE BOARD OF DIRECTORS

4.1 REGULAR MEETINGS. An annual organizational meeting of the Board of Directors shall be held on the day of and after the annual meeting of the shareholders of the Corporation. In the event the annual shareholders’ meeting is not held as provided by Sections 2.3 or 2.4, such annual organizational meeting shall be held as herein provided for regular meetings. In addition, regular meetings of the Board of Directors shall be held on any day fixed by the Board of every month during the calendar year, except during the month in which the annual organizational meeting of the Board of Directors is held; provided, however, that the Board of Directors and the Chief Executive Officer are authorized to cancel any such regular meetings, excluding the annual organizational meeting.

4.2 SPECIAL MEETINGS. Special meetings of the Board of Directors may be called by or at the request of the Chief Executive Officer, President, Chairman of the Board, or by any three Directors in office at that time.

4.3 PLACE OF MEETINGS. Directors may hold their meetings at any place within (or without) the state of Georgia as the Board of Directors may from time to time establish for regular meetings, or as set forth in the notice of special meetings, or in the event of a meeting held pursuant to waiver of notice, as set forth in the waiver.

4.4 NOTICE OF MEETINGS. No notice shall be required for any regularly scheduled meeting of the Directors of the Corporation. Unless waived as contemplated in Section 5.2, the Chief Executive Officer, President or Secretary of the Corporation, or any Director thereof shall give notice to each Director of such special meeting stating the time, place and purposes of the meeting. Such notice shall be given by mailing notice of the meeting at least five (5) days before the date of the meeting, or by telephone, telegram, or personal delivery at least three (3) days before the date of the meeting. Notice shall be deemed to have been given by telegram or cablegram at the time notice is filed with the transmitting agency. Attendance by 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 business because the meeting is now lawfully called.

4.5 QUORUM. At meetings of the Board of Directors, more than one-half of the Directors then in office shall be necessary to constitute a quorum for the transaction of business.

4.6 VOTE REQUIRED FOR ACTION. Except as otherwise provided in these Bylaws, by the Corporation’s Amended and Restated Articles of Incorporation, or by law, the act of a majority of the Directors present at a meeting at which a quorum is present at the time shall be the act of the Board of Directors.

4.7 ACTION BY DIRECTORS WITHOUT A MEETING. Any action which may be taken at any meeting of the Board of Directors, or at any meeting of a committee of Directors may be taken without a meeting if a written consent thereto shall be signed by all Directors or all the members of the committee, as the case may be, and if such written consent is filed with the minutes of the proceedings of the Board or the committee. Such consent shall have the same force and effect as a unanimous vote of the Board of Directors or the committee.

 

4.8 SECRETARY TO BOARD. The Board of Directors may appoint a Secretary, who need not be a member of the Board, whose duty it shall be to keep an accurate record of all meetings of said Board.

ARTICLE FIVE

NOTICE AND WAIVER

5.1 PROCEDURE. Whenever these Bylaws require notice to be given to any shareholder or Director, the notice shall be given as prescribed in Sections 2.5 and 4.4, whichever is applicable. Whenever notice is given to a shareholder or Director by mail, the notice shall be sent first class mail by depositing the same in a post office or letter box in a postage prepaid, sealed envelope, addressed to the shareholder or Director at his last known address, and such notice shall be deemed to have been given at the time the same is deposited in the United States mail.

5.2 WAIVER. Whenever any notice is required to be given to any shareholder or Director by law, by the Amended and Restated Articles of Incorporation, or these Bylaws, a waiver thereof in writing, signed by the Director or shareholder entitled to such notice, or by the proxy of such shareholder, whether before or after the meeting to which the waiver pertains, shall be deemed equivalent thereto; provided, however, that no such waiver shall apply by its terms to more than one required notice.

ARTICLE SIX

OFFICERS

6.1 NUMBER OF OFFICERS. The officers of the Corporation shall be a Chief Executive Officer, a President, such Vice Presidents as shall from time to time be deemed appropriate, a Secretary and a Treasurer. In addition, the Board of Directors may from time to time elect or provide for the appointment of such other officers or assistant officers as it deems necessary or advisable for the efficient management of the Corporation, or as shall otherwise be required by law or regulation. Any two or more offices may be held by the same person, but no individual may act in more than one capacity where action of two or more officers is required. The Board of Directors shall have the power to establish and specify the duties for all officers of the Corporation, and the Board may delegate such authority to any officer.

6.2 ELECTION AND TERM. All officers shall be elected by the Board of Directors and shall serve at the will of the Board of Directors and until their successors have been elected and have qualified, or until their earlier death, resignation, removal, retirement or disqualification.

6.3 SALARIES OF OFFICERS; SUBORDINATE OFFICERS. No officer of the Corporation shall be prevented from receiving a salary as such officer by reason of the fact that such officer is a Director of the Corporation. The salaries of the officers of the Corporation, including such officers as may be Directors, shall be fixed from time to time by the Board of Directors or the Corporation’s compensation committee (as designated by Section 3.6) and the Board of Directors or the compensation committee may further delegate such authority to an officer, who has been given power to appoint subordinate officers, the authority to fix the salaries or other compensation of any such officers appointed by him or her. The Board of Directors may delegate to any officer the power to appoint any subordinate officer and to prescribe such officers respective authority and duties.

 

6.4 REMOVAL. Any officer or agent elected by the Board of Directors may be removed by the Board of Directors with or without any cause whenever in its judgment the best interests of the Corporation will be served thereby without prejudice to any contract right to such officer.

6.5 CHAIRMAN OF THE BOARD. The Board of Directors, in its discretion, may elect a Chairman of the Board of Directors who shall preside and act as Chairman at all meetings of the shareholders of the Board of Directors and who shall perform such other duties as the Board of Directors may from time to time direct.

6.6 VICE-CHAIRMAN OF THE BOARD. The Board of Directors, in its discretion, may elect a Vice-Chairman of the Board of Directors who shall preside and act as Chairman at all meetings of the shareholders of the Board of Directors in the absence of the Chairman and who shall perform such other duties as the Board of Directors may from time to time direct.

6.7 CHIEF EXECUTIVE OFFICER. Subject to the control of the Board of Directors, the Chief Executive Officer shall be vested with authority to act for the Corporation, and shall have general and active management of the business of the Corporation and such other general powers and duties of supervision and management as usually devolve upon such office and as may be prescribed from time to time by the Board of Directors. The President may be designated by the Board of Directors to serve as the Chief Executive Officer of the Corporation. In the absence of the Chairman and Vice Chairman of the Board of Directors, the Chief Executive Officer shall preside and act as Chairman of all meetings of the shareholders and the Board of Directors.

6.8 PRESIDENT. The President shall perform such duties as usually devolve upon his office and such other duties as are prescribed by the Bylaws, by the Board of Directors or by the Chief Executive Officer.

6.9 VICE PRESIDENTS. The Vice Presidents shall perform such duties as may be assigned to them from time to time by the Bylaws, by the Board of Directors, by the Chief Executive Officer or by the President.

6.10 SECRETARY. The Secretary shall keep accurate records of the acts and proceedings of all meetings of shareholders, Directors and committees of Directors. He shall have authority to give all notices required by law of these Bylaws. He shall be custodian of the corporate books, records, contracts and other documents. The Secretary may affix the Corporation’s seal to any lawfully executed documents requiring it and shall sign such instruments as may require his signature.

ARTICLE SEVEN

DIVIDENDS

7.1 TIME AND CONDITIONS OF DECLARATION. Dividends upon the outstanding shares of the Corporation may be declared by the Board of Directors at any regular or special meeting and paid in cash or property only out of the unreserved and unrestricted earned surplus of the Corporation or out of the unreserved and unrestricted net earnings of the current fiscal year, computed to the date of declaration of the dividend, or the next preceding fiscal year.

7.2 SHARE DIVIDENDS - TREASURY SHARES. Dividends may be declared by the Board of Directors and paid in the shares of the Corporation out of any treasury shares that have been reacquired out of the capital funds of the Corporation.

 

7.3 SHARE DIVIDENDS—UNISSUED SHARES. Dividends may be declared by the Board of Directors and paid in the authorized but unissued shares of the Corporation out of any retained earnings of the Corporation; provided that such shares shall be issued at not less than the par value thereof, there shall be transferred to capital stock at the time such dividend is paid an amount of retained earnings at least equal to the aggregate par value of the shares to be issued as a dividend.

7.4 SHARE SPLITS. A split or division of the issued shares of any class into a greater number of shares of the same class without increasing the capital stock of the Corporation shall not be construed to be a share dividend within the meaning of this article.

ARTICLE EIGHT

SHARES

8.1 AUTHORIZATION AND ISSUANCE OF SHARES. The par value and the maximum number of shares of any class of the Corporation which may be issued and outstanding shall be set forth from time to time in the Amended and Restated Articles of Incorporation of the Corporation. The Board of Directors may increase or decrease the number of issued and outstanding shares of the Corporation within the maximum number of shares authorized by the Amended and Restated Articles of Incorporation and the minimum capitalization requirements of the Amended and Restated Articles of Incorporation or Georgia law.

8.2 SHARE CERTIFICATES; DIRECT REGISTRATION SYSTEM. The shares of the Corporation’s stock may be certificated or uncertificated, as provided under Georgia law, and shall be entered in the books of the Corporation and registered as they are issued. The interest of a shareholder in the Corporation may be evidenced by registration in the holder’s name in uncertificated, book-entry form on the books of the Corporation in accordance with a direct registration system approved by the Securities and Exchange Commission or NASDAQ (or its successor) or any securities exchange or automated quotation system on which the shares of the Corporation’s stock may from time to time be quoted or listed. The interest of a shareholder in the Corporation also may be evidenced by a certificate or certificates representing shares of the Corporation which shall be in such form as the Board of Directors may from time to time adopt in accordance with Georgia law. Share certificates shall be consecutively numbered, shall be in registered form, and shall indicate the date of issue, and all such information shall be entered on the Corporation’s books. Each certificate shall be signed by the Chief Executive Officer, President or a Vice President and the Secretary or an Assistant Secretary and shall be sealed with the seal of the Corporation or a facsimile thereof; provided, however, that where such certificate is signed by a transfer agent, or registered by a registrar other than the Corporation itself, or any employee of the Corporation, the signatures of such officers may be facsimiles. In case any officer or officers who shall have signed or whose facsimile signature shall have been placed upon a share certificate shall have ceased for any reason to be such officer or officers of the Corporation before such certificate is issued, such certificate may be issued by the Corporation whose facsimile signatures shall have been used thereon had not ceased to be such officer or officers.

8.3 RIGHTS OF CORPORATION WITH RESPECT TO REGISTERED OWNERS. Prior to due presentation for transfer of registration of its shares, the Corporation may treat the registered owner of the shares as the person exclusively entitled to vote such shares, to receive any dividend or other distribution with respect to such shares, and for all other purposes; and the Corporation 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, except as otherwise provided by law.

 

8.4 TRANSFER OF SHARES. Subject to any restrictions on transfer, and unless otherwise provided by the Board of Directors, shares of the Corporation’s stock may be transferred and such transfers shall be made upon the stock transfer books of the Corporation, kept at the office of the transfer agent designated to transfer the shares. If shares of the Corporation’s stock are issued in certificated form, then those shares may be transferred by the surrender to the Corporation or its transfer agent of the certificate therefore properly endorsed or accompanied with a written assignment or power of attorney properly executed, and in the case of a certificate alleged to have been lost, stolen, or destroyed, the requirements of Section 8.6 of these Bylaws shall have been met. If the shares of the Corporation’s stock are issued in uncertificated form, then those shares may be transferred upon proper instructions from the holder of the uncertificated shares. In each case, transfers will only be made with such proof of authenticity of signature as the Corporation or its transfer agent may reasonably require. The Board of Directors may appoint a transfer agent and one or more co-transfer agents and registrar and one or more co-registrars and may make or authorize such agent to make all such rules and regulations deemed expedient concerning the issue, transfer and registration of shares of stock.

8.5 DUTY OF CORPORATION TO REGISTER TRANSFER. Notwithstanding any of the provisions of Section 8.4 of these Bylaws, the Corporation is under a duty to register the transfers of its shares only if:

 

 

a)

the share certificate, if such shares were issued in certificated form, is endorsed by the appropriate person or persons or, if such shares were issued in uncertificated form, upon proper evidence of authority to transfer by the record holder;

 

 

b)

if such shares are issued in certificated form, reasonable assurance is given that the endorsements or affidavit are genuine and effective, or, if such shares were issued in uncertificated form, reasonable assurance is given that the instructions are proper;

 

 

c)

the Corporation has no duty to inquire into adverse claims or has discharged that duty;

 

 

d)

any applicable law relating to the collection of taxes has been complied with; and

 

 

e)

the transfer is in fact rightful or is a bona fide purchaser.

8.6 LOST, STOLEN, OR DESTROYED CERTIFICATES. Any person claiming a share certificate to be lost, stolen, or destroyed shall make an affidavit or affirmation of the fact in such manner as the Board of Directors may require and shall, if the Board of Directors so requires, give the Corporation a bond of indemnity in form and amount, and with one or more sureties satisfactory to the Board of Directors, as the Board of Directors may require, whereupon an appropriate new certificate, or uncertificated shares in lieu of a new certificate, may be issued in lieu of the one alleged to have been lost, stolen, or destroyed.

8.7 FIXING OF RECORD DATE. For the purpose of determining shareholders entitled to notice of or to vote at any meeting of shareholders or any adjournment thereof, or entitled to receive payment of any dividend, or in order to make a determination of shareholders for any other proper purpose, the Board of Directors may fix in advance a date as the record date, such date to be not more than sixty (60) days (and, in the case of a shareholder’s meeting, not less than ten (10) days) prior to the date on which the particular action, requiring such determination of shareholders, is to be taken.

8.8 RECORD DATE IF NONE FIXED. If no record date is fixed as provided in Section 8.7 of these Bylaws, then the record date for any determination of shareholders which may be proper or required by law shall be the date on which notice is mailed in the case of a shareholders’ meeting, or the date on which the Board of Directors adopts a resolution declaring a dividend in the case of payment of a dividend.

 

ARTICLE NINE

INDEMNIFICATION

9.1 INDEMNIFICATION. Any person, his heirs, executors, or administrators, may be indemnified or reimbursed by the Corporation for reasonable expense actually incurred in connection with any action, suit or proceeding, civil or criminal, to which he shall be made a party by reason of the fact that he is or was a Director, trustee, officer, employee, or agent of the Corporation, or that he is or was serving, at the request of the Corporation, trust or other organization or enterprise; provided, however, that no person shall be so indemnified or reimbursed in relation to any matter in such action, suit or proceeding as to which he shall finally be adjudged to have been guilty of or liable for gross negligence, willful misconduct or criminal acts in the performance of his duties to the Corporation, or to such other firm, corporation, trust, organization, or enterprise; and provided further, that no person shall be so indemnified or reimbursed in relation to any matter in such action, suit, or proceeding which has been in the subject of a compromise settlement, except with the approval of (i) a court of competent jurisdiction, (ii) the holders of record of a majority of the outstanding shares of capital stock of the Corporation, or (iii) a majority of the members of the Board of Directors then holding office, excluding the votes of any Directors who are parties to the same or substantially the same action, suit or proceeding.

9.2 PAYMENT OF EXPENSES IN ADVANCE. Expenses incurred in defending any action, suit or proceeding referred to above may be paid by the Corporation in advance of the final disposition of such action, suit or proceeding as authorized by the Board of Directors in the specific case upon receipt of an undertaking by or on behalf of any person who is or was a director, trustee, officer, employee or agent to repay such amount unless it shall ultimately be determined that he is entitled to be indemnified by the Corporation as provided above.

9.3 INSURANCE. The Corporation, upon the affirmative vote of a majority of its Board of Directors, may purchase and maintain insurance on behalf of any person who is or was a director, trustee, officer, employee or agent of the Corporation or is or was serving, at the request of the Corporation, as a director, trustee, officer, employee, or agent of another firm, corporation, trust, or other organization or enterprise against liability asserted against him and incurred by him in such capacity or arising out of his status as such, whether or not the Corporation would have the power to indemnify him against such liability under the foregoing provisions of these Bylaws.

9.4 RIGHTS NOT EXCLUSIVE. The foregoing rights of indemnification or reimbursement shall not be exclusive of other rights to which the persons referred to above, or their heirs, executors, or administrators, may be entitled as a matter of law, and the Corporation may indemnify such persons to the extent permitted by the Georgia Business Corporation Code, as such laws may be amended from time to time.

ARTICLE TEN

MISCELLANEOUS

10.1 INSPECTION OF BOOKS AND RECORDS. The Board of Directors shall have power to determine which accounts, books and records of the Corporation shall be open to the inspection of shareholders, except such accounts, books and records that are specifically open to inspection by law, and the Board of Directors shall have power to fix reasonable rules and regulations not in conflict with the applicable law for the inspection of accounts, books and records which by law or by determination of the Board of Directors shall be open to inspection.

10.2 FISCAL YEAR. The fiscal year of the Corporation shall be set by resolution of the Board of Directors.

10.3 SEAL. The following is the impression of the seal adopted by the Board of Directors.

ARTICLE ELEVEN

AMENDMENTS

11.1 POWER TO AMEND BYLAWS. The Board of Directors shall have power to alter, amend or repeal these Bylaws or adopt new Bylaws. Notice of any change in the Bylaws during the year shall be given to the shareholders at the annual meeting and shall be proposed for ratification by a majority vote of the shareholders represented at the meeting in person or by proxy. If the shareholders fail to ratify the change in the Bylaws, such change shall not be effective after the shareholders’ meeting at which it is proposed for ratification. Any Bylaws adopted by the Board of Directors may be altered, amended, or repealed, and new Bylaws adopted by the shareholders. The shareholders may prescribe that any Bylaw or Bylaws adopted by them shall not be altered, amended or repealed by the Board of Directors.

11.2 CONDITIONS. Action taken by the shareholders with respect to Bylaws shall be taken by an affirmative vote of a majority of all shares entitled to elect Directors, and action by the Board of Directors with respect to Bylaws shall be taken by an affirmative vote of a majority of all Directors then holding office.

The foregoing Amended and Restated Bylaws were adopted by the Board of Directors of the Corporation at a regularly held meeting of the Board of Directors on September 18, 2007.