The Lennon Group, Inc Corp Documents

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MAILED TO:
CHARTER NUMBER :
DATE INCORPORATED:
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87t5003 DP
JUNE 22, 1987
COBB
JACkiE A COSTELLO
406-656-2821
J. HOUSTON LENNARD, ATTORNEY
300 INTERSTATE JIIORJM, STE. 200
ATLANTA GA 30339
CERTifiCATE Of -INCORPORATION
I, MAX CLELAND, SECRETARY OF STAT AND THE CORPORATIONS
COMMISSIONER Of THE STATE OF GEORGIA 00 HEREBY THE
SEAL Of "' OffiCE, THAT
.. ..... ..... .............. ._. . . . _________ __, ___ _
THE lENNON GROUP, INt.

HAS BEEN DULY INCORPORATED UNOER THE LAWS OF THE STATE Of GEORGIA
ON THE DATE SET FORTH ABOVE, flY TME Fil.ING OF ARTICLES OF INCOR-
PORATION IN THE OffiCE Of THE SEtRETARf Of STATE AND THE fEES .
THEREFOR PAID, AS PROVIDED. BY t.Aw, AND TltAT ATTACHED HERETO IS A
TRUE COPT OF SAID ARTICLES OF IMCORPORATION.
WITNESS, "'' KANJ) AND OfFICIAL SEAL, IN TfiE CITY OF ATLANTA
AND (THE STATE Of GEORGIA ON THE DATE SET FORTH ' BELOW.
DATE: JUNE
SECURITIES
656-2894
24, 1987
CE\IETERIES
656-3079
L\Q\L
MAX CLELAND
SECRETARY OF STATE
)::i_; f:lo.-..---
H. WAYNE HOWELL
DEPUTY SECRETARY OF STATE
CORPORATIONS
656-2817
CORPORATIONS HOT-LINE
404-656-2222
Outside Metro-Atlanta
ARTICLES OF INCORPORATION
OF
THE LENNON GROUP, INC.
1.
The name of the Corporation is THE LENNON GROUP, INC.
2.
The Corporation is organized pursuant to the provisions
of the Georgia Business Corporation Code, for the following
purposes, to wit:
(a) To build homes, develop land (contracting), and
likewise shall have the authority to do any and all acts and
things necessary, convenient, expedient, ancillary or in aid
to the accomplishment of the foregoing.
{b) To engage in any other lawful business or
activity for which corporations may be organized under the
Georgia Business Corporation Code.
3.
The Corporation shall have perpetual duration.
4.
The Corporation has the authority to issue a maximum of
ten thousand (10,000) shares of common stock at a $1.00 par
value.
3t'ii.S }c

G
l l
l
1
-
5.
The Corporat i on shall not commence business until it has
received a minimum funding of Five Hundred Dollars ($500.00)
ip payment of the issuance of the shares of stock.
6.
The address of the initial registered office of the
Corporation is 300 Interstate North, Suite 200, Atlanta,
Georgia 30339, and the initial registered agent of the
Corporation at such address is J. HOUSTON LENNARD.
7.
The initial Board of Directors shall consist of two
members, the names and addresses of which are:
TOM LENNON, JR.
2506 Emory Lane, NE
Marietta, Georgia 30067
ELIZABETH A. LUCAS
111 PHEASANT DRIVE
MARIETTA, GEORGIA 30067
8.
The name and address of the incorporator is:
TOM LENNON, JR.
2506 Emory Lane
Marietta, Georgia 30067
9.
Shareholders of the Corporation shall have no
preemptive rights to acquire additional shares of the
Corporation, except as provided by the corporate by-laws.
2
10.
The Corporation may, upon a d o p ~ i o n of the resolution by
its Board of Directors, purchase its own shares to the
extent of unreserved and unrestricted capital surplus
available for the purchase.
11.
The Board of Directors of the Corporation may, from
time to time and at is discretion, distribute to its
shareholders out of capital surplus of the Corporation, a
portion of its assets.
POPKIN & LENNARD, P.C.
300 Interstate North
Suite 200
Atlanta, Georgia 30339
(404) 952-5454
Incorporator
3
CONSENT TO SERVE AS REGISTERED AGENT
TO: SECRETARY OF STATE
Mr. Max Cleland
200 Piedmont Avenue
I, J. HOUSTON LENNARD, do hereby consent to serve as
Registered Agent for the Corporation of THE LENNON GROUP,
INC.
This /1 day o f - J " ~ , 1987.
Address of Registered Office:
Suite 200
(404) 954-5454
MINUTES OF THE SPECIAL MEETING OF STOCKHOLDERS AND DIRECTORS
OF
The Special Meeting of the Stockholders and
Directors of the Corporation was held at 10:00 o'clock a.m.,
at 300 Interstate North, Suite 200, Atlanta, Georgia 30339,
on August 17, 1987, pursuant to the by-laws of the
Corporation and pursuant to the call of the Directors.
The following Directors were present pursuant to
notice and/or waiver of notice being appended to the minutes
of the meeting:
TOM LENNON, JR.
The following Stockholders were present pursuant
to notice and/or waiver of notice being appended to the
minutes of the meeting:
TOM LENNON, JR.
TOM LENNON, JR. was elected chairman of the
meeting and ELIZABETH A. LUCAS was appointed secretary
thereof.
called
The chairman then stated that
for the purpose of authorizing
the
the
meeting was
Director to
purchase certain real property, and for the purpose of
authorizing the President of the Corporation to execute any
and all documents, on behalf of the Corporation, necessary
for the purchase of certain real property.
It was unanimously Resolved, that the certain real
MINUTES OF THE SPECIAL MEETING OF DIRECTORS
OF
The Special Meeting of the Corporation was held at
300 Interstate North, Suite 200, Atlanta, Georgia 30339, on
1987.
The following Directors were present: TOM LENNON,
JR., being all of the Directors of the Corporation.
TOM LENNON, JR. was elected chairman of the meeting
and ELIZABETH LUCAS was acting secretary thereof.
The secretary then presented and read a waiver of
notice of the meeting, subscribed by all of the Directors of
the Corporation, and it was ordered that it be appended to
the minutes of the meeting.
The chairman stated that the meeting was called
for the purpose of:
1. Transportation for corporate officers; and
2. Reimbursement of officers for corporate
expenses; and
3 Authorize the Corporation
liability insurance for the Corporation
employees; and
to
on
purchase
certain
4. Establishment of a policy for borrowing or
loaning funds to or from the Corporation to or from other
entities or from individuals.
12
WAIVER OF NOTICE OF THE SPECIAL MEETING OF
STOCKHOLDLERS AND DIRECTORS
OF
I, the undersigned, being all of the Stockholders
and Directors of the Corporation, hereby agree and consent
that the Special Meeting of Stockholders and Directors be
held at the date, time and place as stated below and for the
purpose of authorizing the purchase of certain real property
and that the President be authorized to execute all
documents necessary to purchase said real property, and all
other business thereat as may lawfully come before the
meeting.
Date of Meeting:
Time of Meeting:
Place of Meeting:
August 17, 1987
10:00 o'clock a.m.
Suite 200
~
DIRECTORS CONSENT FOR ORGANIZATION
OF
The undersigned, being all of the Directors of THE
LENNON GROUP, INC., do hereby consent to and hereby take the
following action pursuant to the Georgia Business
Corporation Code.
Notice by the incorporator of the organization
meeting of the Board of Directors is hereby waived.
It appearing that the Articles of Incorporation of
THE LENNON INC., were filed and approved by the
Secretary of State on June 22 , 1987, and that
the necessary arrangements were madE for publication of the
statutory notice, the following Resolutions and action are
hereby consented to and adopted:
1. The Articles of Incorporation of THE LENNON
GROUP, INC., are hereby approved and the Secretary is hereby
directed to attach a copy of same in the corporate minute
book.
2. The by-laws herewith submitted to the
Directors be, end the same hereby are, adopted as the by-
laws of the Corporation and the Secretary is hereby directed
to attach to this consent a copy of same.
3. The following are elected to the
office set forth beside their respective names:
1
President
Secretary
Treasurer
TOM LENNON, JR.
ELIZABETH LUCAS
TOM LENNON, JR.
4. The form of share certificate filed following
this Consent is hereby adopted as the form of certificate
for the shares of stock of the Corporation.
5. The Directors of the Corporation being
desirous of taking advantage of the provisions of Section
1244 of the treatment when either the holder of Section 1244
stock sells or exchanges such stock at a loss or when such
stock becomes worthless, the Directors of the Corporation
adopt the following:
(a) Section 1244 of the Internal Revenue
Code and the regulations issued thereunder require that
common stock of a corporation be issued pursuant to a
written plan adopted by the Corporation after June 30, 1958,
which Plan must offer only such common stock during a period
specified in the Plan ending not later than two (2) years
after the Plan is adopted; and
(b) Section 1244 and the regulations issued
thereunder further require that the Plan must specifically
state, in terms of dollars, the maximum amount to be
received by the Corporation in consideration of the stock to
be issued pursuant thereto and that such stock must be
issued only for money or property (other than stock or
2
OF
of the meeting:
TOM LENNON, JR.
to
The following Stockholders were present
notice and/or waiver of notice being appended
pursuant
to the
meeting
thereof.
TOM LENNON, JR.
and ELIZABETH A. LUCAS was appointed secretary
The chairman then stated that the meeting was
called for the purpose of authorizing the Director to
purchase certain real property, and for the purpose of
...........
...........
OF
of the meeting:
TOM LENNON, JR.
to
The following Stockholders were present
notice and/or waiver of notice being appended
pursuant
to the
TOM LENNON, JR.
meeting
thereof.
and ELIZABETH A. LUCAS was appointed secretary
The chairman then stated that the
called for the purpose of authorizing the
purchase certain real property, and for the
meeting was
Director to
purpose of
---./
property be purchased by the Corporation and that the
President of the Corporation be authorized to sign any and
all documents on behalf of the Corporation necessary for the
purchase of certain real property.
The Stockholders unanimously voted to approve the
action of the Board of Directors in its resolution to
authorize the President to purchase certain real property
and authorize the President to execute any and all documents
necessary for said purchases.
There being no further business, upon motion duly
made and seconded, the meeting was adjourned.
This 17th day of August, 1987.
= ~ - - - -
ATTEST:
MINUTES OF THE SPECIAL MEETING OF DIRECTORS
OF
The Special Meeting of the Corporation was held at
300 Interstate North, suite 200, Atlanta, Georgia 30339, on
1987.
The following Directors were present: TOM LENNON,
JR., being all of the Directors of the Corporation.
TOM LENNON, JR. was elected chairman of the meeting
and ELIZABETH LUCAS was acting secretary thereof.
The secretary then presented and read a waiver of
notice of the meeting, subscribed by all of the Directors of
the Corporation, and it was ordered that it be appended to
the minutes of the meeting.
The chairman stated that the meeting was called
for the purpose of:
1. Transportation for corporate officers; and
2. Rsimbursement of officers for corporate
expenses; and
3 0 Authorize
liability insurance for
employees; and
the
the
Corporation
Corporation
to
on
purchase
certain
4. Establishment of a policy for borrowing or
loaning funds to or from the Corporation to or from other
entities or from individuals.
12
WAIVER OF NOTICE OF THE SPECIAL MEETING OF
STOCKHOLDLERS AND DIRECTORS
OF
I, the undersigned, being all of the Stockholders
and Directors of the Corporation, hereby agree and consent
that the Special Meeting of Stockholders and Directors be
held at the date, time and place as stated below and for the
purpose of authorizing the purchase of certain real property
and that the President be authorized to execute all
documents necessary to purchase said real property, and all
other business thereat as may lawfully come before the
meeting.
Date of Meeting:
Time of Meeting:
Place of Meeting:
August 17, 1987
10:00 o'clock a.m.
Suite 200
c ~
TOMLENNONIJR.
DIRECTORS CONSENT FOR ORGANIZATION
OF
The undersigned, being all of the Directors of THE
LENNON GROUP, INC., do hereby consent to and hereby take the
following action pursuant to the Georgia Business
Corporation Code.
Notice by the incorporator of the organization
meeting of the Board of Directors is hereby waived.
It appearing that the Articles of Incorporation of
THE LENNON GROUP, INC., were filed and approved by the
Secretary of State on June 22 , 1987, and that
the necessary arrangements were made. for publication of the
statutory notice, the following Resolutions and action are
hereby consented to and adopted:
1. The Articles of Incorporation of THE LENNON
GROUP, INC., are hereby approved and the Secretary is hereby
directed to attach a copy of same in the corporate minute
book.
2. The by-laws herewith submitted to the
Directors be, end the same hereby are, adopted as the by-
laws of the Corporation and the Secretary is hereby directed
to attach to this consent a copy of same.
3. The following are elected to the
office set forth beside their respective names:
1
President
Secretary
Treasurer
TOM LENNON, JR.
ELIZABETH LUCAS
TOM LENNON, JR.
2
securities); and
(c) This Corporation qualifies as a small
business Corporation as defined in Section 1244, and there
is not any unissued portion of a prior offering of any of
this Corporation's stock; and
(d) Pursuant to the requirements of Section
1244 of the Internal Revenue Code and the Regulations issued
thereunder, the following plan has been submitted to the
Corporation by the Board of Directors of the Corporation,
and the hereinafter plan to issue Section 1244 stock be and
the same is hereby adopted by the Corporation, and the
proper officers of the Corporation be and they are hereby
authorized, empowered and directed to do and perform any and
all acts and deeds necessary to carry out such plan.
"PLAN TO ISSUE SECTION 1244 STOCK"
The Plan as herein set forth upon its adoption by
the Board of Directors of the Corporation shall become
effective as of the date of incorporation.
The Corporation is authorized to offer and issue
10,000 shares of common stock, and such stock shall be
issued subsequent to the time the Plan becomes effective.
The corporation may offer and issue such 10,000
shares of common stock from the date hereof to perpetual
years or to the date when the Corporation shall make a
subsequent offering of any stock, whichever shall sooner
occur.
During
the Corporation
stock.
such period, as set forth in Paragraph 3,
shall offer and issue only such common
3
Such common stock shall be issued only for money
and other property (other than stock or securities).
Such other action shall be taken by the
Corporation as shall qualify th stock offered and issued
under this Plan as "Section 1244 Stock", as such term is
defined in the Internal Revenue Code and the Regulations
issued thereunder.
The maximum amount receivable by the Corporation
in consideration of the stock issued pursuant to this Plan,
shall be $10,000.00.
6. The subscription of the capital stock of the
Corporation filed following this Consent is hereby accepted
and the officers of the Corporation are hereby authorized to
issue to each subscriber the number of shares set forth on
the subscription beside the name of each subscriber upon
receipt of the cash purchase price specified therein and
tendered with the subscription.
7. The form of seal for the Corporation is hereby
adopted and the Secretary is directed to attach her
certificate to this Consent attesting to the form of seal.
8. The written form resolution authorizing the
establishment of a bank account with the
hereby adopted and a copy is attached to
this Consent.
9 . The Treasurer of the Corporation be and is
hereby authorized to pay all c h a r g ~ s and expenses incident
to or arising out of the organization of the Corporation and
to reimburse any person who has made any disbursement
4
therefor.
10. When a written proposal is made to this
Corporation whereby certain assets will be transferred in
lieu of cash payment for stock, and in the judgement of the
Board of Directors the assets proposed to be transferred to
the Corporation are reasonable worth the amount of
consideration demanded therefor, and that it is in the best
interest of this Corporation to accept said offer as set
forth in the proposal, that upon said offer being approved
and accepted, that this Corporation shall as full payment
for said assets issue and deliver to said offeror(s) or
nominee(s) a specific number of fully paid and non-
assessable shares of the stock of this Corporation.
11. The Secretary then presented to the meeting a
written proposal from TOM LENNON, JR. to this Corporation.
Upon motion duly made and carried, the said
proposal was ordered filed with the Secretary, and she was
requested to spread the same at length upon the Minutes.
The proposal was taken up for consideration and
the following resolution was,
adopted:
on motion, unanimously
WHEREAS, a written proposal has been made to this
Corporation in the form as is attached to these Minutes; and
WHEREAS, in the judgement of this Board of
Directors, the ~ s s e t s proposed to be transferred to the
5
Corporation are reasonable worth the amount of consideration
demanded therefor, and that it is in the best interests of
this Corporation to accept the said offer as set forth in
said proposal.
NOW THEREFORE, IT IS RESOLVED, that said offer as
set forth in said proposal, be and the same hereby is
approved and accepted, and that in accordance with the terms
thereof, this Corporation shall, as fully payment for said
property, issue and deliver to said Shareholders Five
Hundred (500) Shares fully paid and non-assessable shares of
the capital stock of this Corporation, the same being Five
Hundred (500) Shares to TOM LENNON, JR., it is further
resolved, that upon the delivery to this Corporation of said
assets and the execution and delivery of such proper
instruments as may be necessary to transfer and convey the
same to this Corporation the officers of the Corporation are
authorized and directed to issue and deliver the shares of
the capital stock of this Corporation required to be issued
and delivered on the acceptance of said offer, in accordance
with the foregoing Resolutions.
It appearing that the subscription price tendered
the subscribers for the capital stock of the Corporation
exceeds the minimum capital requirements of the Corporation,
the Corporation is hereby found to be duly organized and
ready to commence business.
6
This Secretary is hereby directed to file this
Consent with the documents herein in the Minute Book of the
Corporation.
This
II
day of 1987.
President
ATTEST:
c ~ ~ ~ L a .f LtCrJ;J
ELIZ BETH LUCAS
Sec etary
7
WAIVER OF NOTICE OF DIRECTOR'S CONSENT FOR ORGANIZATION
OF
I, the undersigned, being all of the Directors of
the Corporation hereby agree and consent that the Director's
Consent for Organization Meeting be held at the date, time
and place as stated below, and for the purposes stated
below, and the transaction thereat of all such other
business as may lawfully come before the meeting and hereby
waive all notice of the meeting and any adjournment thereof.
Date of Meeting:
Time of Meeting:
Place of Meeting:
Purpose of Meeting:
8
10:00 o'clock a.m.
Suite 200
Directors Consent for
Organization
President
Secretary
Treasurer
TOM LENNON, JR.
ELIZABETH LUCAS
TOM LENNON, JR.
2
securities); and
(c) This Corporation qualifies as a small
business Corporation as defined in Section 1244, and there
is not any unissued portion of a prior offering of any of
this Corporation's stock; and
(d) Pursuant to the requirements of Section
1244 of the Internal Revenue Code and the Regulations issued
thereunder, the following plan has been submitted to the
Corporation by the Board of Directors of the Corporation,
and the hereinafter plan to issue Section 1244 stock be and
the same is hereby adopted by the Corporation, and the
proper officers of the Corporation be and they are hereby
authorized, empowered and directed to do and perform any and
all acts and deeds necessary to carry out such plan.
"PLAN TO ISSUE SECTION 1244 STOCK"
The Plan as herein set forth upon its adoption by
the Board of Directors of the Corporation shall become
effective as of the date of incorporation.
The Corporation is authorized to offer and issue
10,000 shares of common stock, and such stock shall be
issued subsequent to the time the Plan becomes effective.
The Corporation may offer and issue such 10,000
shares of common stock from the date hereof to perpetual
years or to the date when the Corporation shall make a
subsequent offering of any stock, whichever shall sooner
occur.
During
the Corporation
stock.
such period, as set forth in Paragraph 3,
shall offer and issue only such common
3
Such common stock shall be issued only for money
and other property (other than stock or securities).
Such other action shall be taken by the
Corporation as shall qualify th stock offered and issued
under this Plan as "Section 1244 Stock", as such term is
defined in the Internal Revenue Code and the Regulations
issued thereunder.
The maximum amount receivable by the Corporation
in consideration of the stock issued pursuant to this Plan,
shall be $10,000.00.
6. The subscription of the capital stock of the
Corporation filed following this Consent is hereby accepted
and the officers of the Corporation are hereby authorized to
issue to each subscriber the number of shares set forth on
the subscription beside the name of each subscriber upon
receipt of the cash purchase price specified therein and
tendered with the subscription.
7. The form of seal for the Corporation is hereby
adopted and the Secretary is directed to attach her
certificate to this Consent attesting to the form of seal.
a. The written form resolution authorizing the
establishment of a bank account with the
hereby adopted and a copy is attached to
this Consent.
9. The Treasurer of the Corporation be and is
hereby authorized to pay all charges and expenses incident
to or arising out of the organization of the Corporation and
to reimburse any person who has made any disbursement
4
therefor.
10. When a written proposal is made to this
Corporation whereby certain assets will be transferred in
lieu of cash payment for stock, and in the judgement of the
Board of Directors the assets proposed to be transferred to
the Corporation are reasonable worth the amount of
consideration demanded therefor, and that it is in the best
interest of this Corporation to accept said offer as set
forth in the proposal, that upon said offer being approved
and accepted, that this Corporation shall as full payment
for said assets issue and deliver to said offeror(s) or
nominee(s) a specific number of fully paid and non-
assessable shares of the stock of this Corporation.
11. The Secretary then presented to the meeting a
written proposal from TOM LENNON, JR. to this Corporation.
Upon motion duly made and carried, the said
proposal was ordered filed with the Secretary, and she was
requested to spread the same at length upon the Minutes.
The proposal was taken up for consideration and
the following resolution was,
adopted:
on motion, unanimously
WHEREAS, a written proposal has been made to this
Corporation in the form as is attached to these Minutes; and
WHEREAS, in the judgement of this Board of
Directors, the ~ s s e t s proposed to be transferred to the
5
Corporation are reasonable worth the amount of consideration
demanded therefor, and that it is in the best interests of
this Corporation to accept the said offer as set forth in
said proposal.
NOW THEREFORE, IT IS RESOLVED, that said offer as
set forth in said proposal, be and the same hereby is
approved and accepted, and that in accordance with the terms
thereof, this Corporation shall, as fully payment for said
property, issue and deliver to said Shareholders Five
Hundred (500) Shares fully paid and non-assessable shares of
the capital stock of this Corporation, the same being Five
Hundred (500) Shares to TOM LENNON, JR., it is further
resolved, that upon the delivery to this Corporation of said
assets and the execution and delivery of such proper
instruments as may be necessary to transfer and convey the
same to this Corporation the officers of the Corporation are
authorized and directed to issue and deliver the shares of
the capital stock of this Corporation required to be issued
and delivered on the acceptance of said offer, in accordance
with the foregoing Resolutions.
It appearing that the subscription price tendered
the subscribers for the capital stock of the Corporation
exceeds the minimum capital requirements of the Corporation,
the Corporation is hereby found to be duly organized and
ready to commence business.
6
This Secretary is hereby directed to file this
Consent with the documents herein in the Minute Book of the
Corporation.
This
II
day of
- - - ~ ~ ~ = ~ ~ ~ - - - - - - - - ' 1987.
President
ATTEST:
c ~ ~ W l a.Jdw
ELIZ BETH LUCAS
Sec etary
7
WAIVER OF NOTICE OF DIRECTOR'S CONSENT FOR ORGANIZATION
OF
the Corporation hereby agree and consent that the Director's
Consent for Organization Meeting be held at the date, time
and place as stated below, and for the purposes stated
below, and the transaction thereat of all such other
business as may lawfully come before the meeting and hereby
waive all notice of the meeting and any adjournment thereof.
Date of Meeting:
Time of Meeting:
Place of Meeting:
Purpose of Meeting:
10:00 o'clock a.m.
suite 200
Directors Consent for
Organization
TOM LENNON, JR.
8
CERTIFICATE
The undersigned, being the duly elected and
authorized Secretary of THE LENNON GROUP, INC., hereby
certifies that the following form of seal was duly adopted
by the Board of Directors of the Corporation as the Seal of
the Corporation.
This
} .J
day of
9
/
SHARE SUBSCRIPTION AGREEMENT
2778 Hargrove Road
Suite 240
Smyrna, Georgia 30080
Gentlemen:
For and in consideration of Five Hundred (500) fully paid
and non-assessable shares of the capital stock of ALDAMA,
INC., we hereby offer all our right, title and interest in
the assets less liabilities to be assumed as attached hereto
and made a part of this offer.
This subscription shall expire three (3) months from the
date hereof unless accepted by the Corporation prior to that
time.
We understand and agree that we shall not be entitled to
certificates for nor shall we be entitled to vote the shares
hereby subscribed until the shares are fully paid.
Very truly yours,
TH GROUP, INC.
C T % t ~
President
10
SHARE SUBSCRIPTION AGREEMENT
Exhibit A to Organization Meeting
TO THE BOARD OF DIRECTORS OF: THE LENNON GROUP, INC.
I, the undersigned hereby subscribe for the
capital stock of the Corporation in the amounts and for the
consideration set opposite our respective names.
I, agree to pay the consideration so specified
upon the acceptance of this subscription.
N ~ E CONSIDERATION SHARES
TOM LENNON, JR. Cash 500
This subscription shall expire three (3) months
from the date hereof unless accepted by the Corporation
prior to that time.
The Subscribers herein acknowledge that they shall
not be entitled to certificates for nor be entitled to vote
the shares hereby subscribed until the consideration for the
subscribed shares is fully paid or transferred.
Very truly yours,
11
BE IT RESOLVED, that the Corporation shall hereby
be authorized to purchase corporate vehicles for its
officers, at the officer's election, and these corporate
vehicles may be used at the sole discretion of the officers.
The acquisition of these corporate vehicles shall be for the
benefit of the corporation and shall not be categorized as
additional compensation for salary for such
officers.
corporate
BE IT RESOLVED, that the officers of the
corporation will incur expenses in the form of gasoline,
repairs, etc., for corporate transportation, miscellaneous
office expenses, entertainment, capital expenditures and
such other and further costs directly attributable to the
corporation. The officers shall be allowed to pay these
expenditures to the corporation. The officers shall be
allowed to pay these expenditures from their own pocket, and
they may be reimbursed upon presentment of a statement to
the Corporation or be off set at the end of each fiscal year
as journal entries in the corporate books against the draws
made during the ysar.
BE IT RESOLVED, that the President of the
Corporation is hereby authorized to apply for group life
insurance on the lives of certain employees of the
corporation in such amounts and on such terms and conditions
as he may in his sole judgement deem appropriate.
13
1. Reimbursement for Medical Care Expenses
(a) Effective as of the date of
incorporation, the Company will reimburse, at least yearly,
any employee of the Company, who is employed by the Company
on a full-time basis, for all expenses incurred by such
employee for the medical care (as defined in Section 213(e)
of the Internal Revenue Code of 1954, or as hereinafter
amended) . An employee shall be considered as employed on a
full-time basis for the purpose of this Plan if he
customarily works at least nine (9) months in each year and
30 hours in each week. Expenses for medical care, as so
defined in Section 213(e), include all amounts paid for
hospital bills, doctor, and dental bills, drugs, and
premiums on accident or health insurance, including
hospitalization, surgical, and medical insurance.
Dependants, as so defined in Section 152, include any member
of such employee's family over of whose support is
furnished by such. employee.
(b) The Company may, in its discretion, pay
any or all of the above defined expenses directly in lieu of
making reimbursement thereof. In such event, the Company
shall be relieved of all further responsiblilty with respect
to that particular medical expense.
(c) The reimbursement to, or the payment on
behalf of, any one employee, including his spouse and his
14
dependents, shall be without limitation.
(d) Any employee applying for reimbursement
under this Plan shall submit to the Company, at least
yearly, all hospitalization, doctor, dental or other
medical bills, including premium notices for accident or
health insurance, for verification by the Company prior to
payment. A failure to comply herewith may, at the
discretion of the Company, terminate such employee's right
to reimbursement.
2. Other Insurance
Reimbursement under this Plan shall be made
by the Company only in the event and to the extent that such
reimbursement or payment is not provided for under any
insurance policy or policies, whether owned by the Company
or by the employees, or under any other health and accident
or wage continuation plan. In the event that there is such
a policy or plan in effect, providing for reimbursement or
payment in whole or in part, then to the extent of the
coverage under such policy or plan the Company shall be
relieved of any liability hereunder.
3. Purpose
It is the intention of the Company that
benefits payable under this Plan shall be eligible for
exclusion from the gross income of the employees covered by
this Plan, as provided by Sections 105 and 106 of the
15
Internal Revenue Code of 1954, as amended in 1964, or as
herinafter amended.
4. Coverage
Any person hereafter becoming an employee of
the Company, employed on a full-time basis, shall be
eligible for the benefits provided under this Plan. A copy
of this Plan shall be given to all present and future
employees of the Company, who are employed on a full-time
basis.
5. Termination
This Plan shall be subject to termination at
any time hereafter by affirmative vote of the Board of
Directors of the Company; provided that such termination
shall not affect any right to claim reimbursement for
medical expenses under the provisions of Paragraph l(a)
arising prior to such termination.
BE IT RESOLVED, that there shall be times when the
Corporation may need funds in order to operate. Therefore,
it is authorized that this Corporation may either borrow
from or lend to any entity or individual within the
discretion of the Directors, without such loan or loans
being evidenced by a formal document referred to as a
promissory note. Any loans heretofore made from or to any
entity or individual transferred to or transferred from the
Corporation to or from any such other entity or individual
16
will be accounted for in the corporate books and at the end
of any fiscal year, if the funds are available, the
restitution of these loans shall be accounted for by journal
entries on the corporate books and Promissory Notes prepared
for such entity or individual
This
II
day of
ATTEST:
Secretary
17
WAIVER OF NOTICE OF THE SPECIAL MEETING OF DIRECTORS
OF
the Corporation, hereby agree and consent that the Special
Meeting of Directors be held at the date, time and place as
stated below and for the purposes stated below and the
transaction thereat of all such other business as may
lawfully come before the meeting and hereby waive all notice
of the meeting and any adjournment thereof.
Date of Meeting:
Time of Meeting:
Place of Meeting:
Purpose of Meeting:
This day of
10:00 o'clock a.m.
Suite 200
1. Transportation for
corporate officers.
2. Reimbursement of corp-
orate expenses for officers.
3. Authorize the Corporation
to purchase insurance.
4. Establish policy for
and lending funds.
1 1987.

18
OF
The Special Meeting of the Stockholders and Directors of the
Corporation was held at 9:00 A.M., at 1201 Countryside Place,
Smyrna, Georgia 30080 on January 2, 1988, pursuant to the by-laws
of the Corporation and pursuant to the call of the Directors.
The following Directors were present pursuant to notice
and/ or waiver of notice being appended to the minutes of the
meeting:
THOMAS P. LENNON, JR.
The following Stockholders were present pursuant to notice
andjor waiver of notice being appended to the minutes of the
meeting:
Thomas P. Lennon, Jr. was elected Chairman of the meeting
and Karen Ute Loewen was appointed Secretary thereof.
The Chairman then stated that the meeting was called for
the purpose of appointing Karen Ute Loewen Vice President and
Secretary for the Corporation.
The Stockholders unanimously voted to approve the action of
the Board of Directors in its resolution to appoint Karen Ute
Loewen Vice President and Secretary of the Corporation.
There being no further business, upon motion duly made and
seconded, the meeting was adjourned.
This 2nd day of January 1988.
Thomas P. Lennon, Jr.
ATTEST; // g
~ v x ~
Kar Ute Loewen
OF
The Special Meeting of the Stockholders and Directors of the
Corporation was held at 10:00 o'clock a.m., at 1201 Countryside
Place Smyrna, Georgia 30080 on March 28, 1988, pursuant to the
by-laws of the Corporation and pursuant to the call of the
Directors.
The following Directors were present pursuant to notice
meeting:
The following stockholders were present pursuant to notice
meeting:

The Chairman stated that the meeting was called for the
purpose of formalizing a Partnership Agreement with John F.
Roberts and the Corporation and to elect him a Vice President and
Secretary of the Corporation. Karen Ute Loewen will relinquish
her position as Secretary of the Corporation but will remain
Secretary of the Minutes and a Vice President of the Corporation.
The Chairman further stated that the purpose of electing John F.
Roberts was to enable him to co-execute any and all documents on
behalf of the Partnership formed by and between the Corporation
and John F. Roberts (refer to Partnership Agreement). This
Partnership is to be The Lennon-Roberts Company.
It was unanimously Resolved that the Corporation enter into
the Partnership for the completion of the development of
Sentinel Walk and to subsequently construct single family
dwellings on nine (9) lots thereon, and to sell those homes with
profits to be distributed among the Corporation and John F.
Roberts per the executed partnership agreement.
The Stockholders unanimously voted to approve the action of
the Board of Directors in its resolution to enter this
Partnership Agreement.
There being no further business, upon motion duly made and
seconded, the meeting was adjourned.
This 28th day of March 1988.
Thomas P. Lennon, Jr.
ATTEST:
/
BY-LAWS
OF
ARTICLE I: OFFICES
1.1 The address of the registered office of the
Corporation is 300 Interstate North, Suite 200, Atlanta,
Georgia 30339, and the name of the registered agent at this
address is J. HOUSTON LENNARD.
1.2 The Corporation may have other offices at
such place or places (within or without the
Georgia) as the Board of Directors may from time
State
to
of
time
designate or the business of the Corporation may require or
make desireable.
held at
A R T I ~ L E II: SHAREHOLDERS MEETINGS
2.1 All meetings of the Shareholders shall
the registered office of the Corporation in
be
the
State of Georgia or at such other place within or without
the State of Georgia as may be determined by the Board of
Directors or President and as shall be designated in the
notice of said meeting.
2.2 The annual meeting of the Shareholders shall
be held on the first Monday in May of each year, if not a
legal holiday, and if a legal holiday, on the next day
thereafter which is not a legal holiday, at which the
19
Shareholders shall elect by a plurality vote a Board of
Directors and transact such other business as may be
properly brought before the meeting.
2.3 Special Meetings of the Shareholders, for any
purpose or purposes, unless otherwise prescribed by statute
or the Articles of Incorporation, may be called by the
Chairman of the Board or the President, and shall be called
by the Chairman of the Board or the President or the
Secretary when so directed by the Board of Directors, or at
the request in writing of any director, or at the request in
writing of the Shareholders owning a majority in amount of
the entire capital stock of the Corporation issued and
outstanding and entitled to vote. Such request shall state
the purpose or purposes of the proposed meeting.
2.4 Except as otherwise required by statute of
the Articles of Incorporation, written notice of each
meeting of the Shareholders, whether annual or special shall
be served either personally or by mail, upon each
Shareholder of record entitled to vote at such meeting, not
less than ten (10) or more than fifty (50) days before each
meeting. If mailed, such notice shall be directed to a
Shareholder at his post office address last shown on the
records of the Corporation. Notice of any special meeting
of Shareholders shall state the purpose or purposes for
which the meeting is called. Notice of any meeting of
20
Shareholders shall nto be required to be given to any
Shareholder who, in person or by proxy, either before or
after such meeting, shall waive such notice. Attendance of
a Shareholder at a meeting, either in person or by proxy,
shall of itself constitute waiver of the meeting, the time
of the meeting, and the manner in which it has been called
or convened, except when a Shareholder attends a meeting
solely for the purpose of stating, at the beginning of the
meeting, any such objection or objections to the transaction
of business. Notice of any adjourned meeting need not be
given otherwise than by announcement at the meeting at which
the adjournment is taken.
2.5 The holders of a majority of the stock issued
and outstanding and entitled to vote thereat, present in
person or represented by proxy, shall be requisite and shall
constitute a quorum at all meetings of the Shareholders for
the transaction of business, except as otherwise provided by
law, by the Articles of Incorporation, or by these by-laws.
If however, such a majority s h ~ l l not be present or
represented at any meeting of the Shareholders, the
Shareholders entitled to vote thereat, present in person or
by proxy, shall have power to adjourn the meeting from time
to time, without notice other than announcement at the
meeting, until the requisite amount of voting stock shall be
present. At such adjourned meeting at which a quorum shall
21
be present in person or by proxy, any business may be
transacted that might have been transacted at the meeting as
originally called.
2.6 At every meeting of the Shareholders,
including (but without limitation of the generality of the
foregoing language) meetings of Shareholders for the
election of directors, any Shareholder having the right to
vote shall be entitled to vote in person or by proxy, but no
proxy shall be voted after eleven (11) months from its
date, unless said proxy provides for a longer period. Each
Shareholder shall have one vote for each share of stock
having voting power, registered in his name on the books of
the Corporation. If a quorum is present, the affirmative
vote of the majority of the shares represented at the
meeting and entitled to vote on the subject matter shall be
the act of the Shareholders, except as otherwise provided by
law, by the Articles of Incorporation or by these by-laws.
2.7 Whenever 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 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.
ARTICLE III: DIRECTORS
3.1 Except as may be otherwise provided by
22
agreement among the Shareholders, the property and business
of the Corporation shall be managed by its Board of
Directors. In addition to the powers and authority by these
by-laws expressly conferred upon it, the Board of Directors
may exercise all such powers of the Corporation and do all
such lawfuul acts and things as are not by law, by agreement
among Shareholders, by the Articles of Incorporation or by
these by-laws directed or required to be exercised or done
by the Shareholder.
3.2 The Board of Directors shall consist of not
less than two nor more than twelve members, unless there are
fewer than two Shareholders, and the precise number to be
fixed by resolution of the Shareholders from time to time.
Each directors (whether elected at an annual meeting of
Shareholders or otherwise) shall hold office until the
annual meeting of Shareholders held next after his election
and until a qualified successor s h ~ l l be elected, or until
his earlier death, resignation, incapacity to serve or
removal. Directors need not be Shareholders.
3.3 If any vacancy shall occur among the
Directors by reason of death, resignation, incapacity to
serve, increase in the number of directors, or otherwise,
the remaining directors shall continue to act, and such
vacancies may be filled by a majority of the directors then
in office, though less than quorum, and, if not theretofore
23
r - ~ ~ - ~ ..... n...--..- t-' .... ""P=-c:-:r - a-::> - =u-rl-c:y- ror -t:n-e paymel!t: of fund-s so
loaned or invested; to lend money to, and otherwise assist,
make no loans secured by the shares of the Corporation.
3.8 Any contract or other transaction between the
Corporation and one or more of its Directors, or between the
Corporation or any firm of which one or more of its
Directors are members or employees, or in which they are
interested, or between the Corporation or any corporation or
association of which one or more of its directors are
shareholders, members, directors, officers, or employees, or
in which they are interested, shall be valid for all
purposes, notwithstanding the presence of such Director or
Directors at the meeting of the Board of Directors of the
Corporation, which acts upon, or in reference to, such
contract or transaction, and notwithstanding his or their
participation in such action, if the facts of such interest
shall be disclosed or known to the Board of Directors and
the Board of Directors shall, nevertheless, authorize,
approve and ratify such contract or transaction by a vote of
a majority of t ~ e directors, such interested director or
directors to be counted in determining whether a quorum is
present, but not to be counted in calculating the majority
of such quorum necessary to carry such vote. This Section
shall not be construed to invalidate any contract or other
transaction which would otherwise be valid under the common
and statutory law applicable theretc.
ARTICLE IV: COMMITTEES
25
adopted
4.1
by
(a) The Board of Directors may by resolution
a majority of the entire Board, designate an
Executive Committee of one or more directors. Each member
of the Executive Committee shall hold office until the first
meeting of the Board of Directors after the annual meeting
of Shareholders next following his election and until his
successor member of the Executive Committee is elected, or
until his death, resignation or removal, or until he shall
cease to be a director.
(b) During the intervals between the
meetings of the Board of Directors, the Executive Committee
may exercise all the authority of the Board of Directors;
provided, however, that the Executive Committee shall not
have the power to amend or repeal any resolution of the
Board of Directors that by its terms shall not be subject to
amendment or repeal by the Executive Committee, and the
Executive Committee shall not have the authority of the
Board of Directors in reference to (1) amending the Articles
of Incorporation or by-laws of the Corporation; (2) adopting
a place of merger or consolidation; (3) the sale, lease,
exchange or other disposition of all or substantially all
the property and assets of the Corporation; or (4) a
voluntary dissolution of the Corporation or a revocation of
any such voluntary dissolution.
(c) The Executive Committee shall meet from
26
time to time on call of the Chairman of the Board or the
President or of any one or more members of the Executive
Committee. Meetings of the Executive Committee may be held
at such place or places, within or without the state of
Georgia, as the Executive Committee shall determine or as
may be specified or fixed in the respective notices or
waiver of such meetings. The Executive Committee may fix
its own rules of procedure, including provision for notice
of its meetings. It shall keep a record of its proceedings
and shall report these proceedings to the Board of Directors
at the meeting thereof held next after they have been taken,
and all such proceedings shall be subject to revision or
alteration by the Board of Directors except to the extent
that action shall have been taken pursuant to or in reliance
upon sch proceedings prior to any such revision or
alteration.
(d) The Executive Committee shall act by
majority vote of its members.
(e) The Board of Directors, by resolution
adopted in accordance with Paragraph (a) of this section,
may designate one or more directors as alternate members of
any such committee, who may act in the place and stead of
any absent member or members at any meeting of such
committee.
4.2 The Board of Directors, by resolution adopted
27
by a majority of the entire Board, may designate one or more
additional committees, each committee to consist of one or
more of the directors of the Corporation, which shall have
and may exercise such powers of the Board of Directors,
except the powers denied to the Executive Committee, as may
be determined from time to time by the Board of Directors.
4.3 The Board of Directors shall have the power
at any time to remove any member of any committee, with or
without cause, and to fill vacancies in and to dissolve any
such committee.
ARTICLE V: MEETINGS OF THE
BOARD OF DIRECTORS
5.1 Each newly elected B ~ a r d of Directors shall
meet at the place and time which shall have been determined,
in accordance with the provisions of these by-laws, for the
holding of the regular meeting of the Board of Directors
scheduled to be held next following the annual meeting of
the Shareholders at which the newly elected Board of
Directors shall have been elected, or, if no place and time
shall have been fixed for the holding of such meeting of the
Board of Directors, then immediately following the close of
such annual meeting of Shareholders and at the place
thereof, or such newly elected Board of Directors may hold
such meeting at such place and time as shall be fixed by the
consent in writing of all the directors. In any such case
28
be present in person or by proxy, any business may be
transacted that might have been transacted at the meeting as
originally called"
2.6 At every meeting of the Shareholders,
including (but without limitation of the generality of the
foregoing language) meetings of Shareholders for the
election of directors, any Shareholder having the right to
vote shall be entitled to vote in person or by proxy, but no
proxy shall be voted after eleven (11) months from its
date, unless said proxy provides for a longer period. Each
Shareholder shall have one vote for each share of stock
having voting power, registered in his name on the books of
the Corporation. If a quorum is present, the affirmative
vote of the majority of the shares represented at the
meeting and entitled to vote on the subject matter shall be
the act of the Shareholders, except as otherwise provided by
law, by the Articles of Incorporation or by these by-laws.
2.7 Whenever 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 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.
ARTICLE III: DIRECTORS
3.1 Except as may be otherwise provided by
22
agreement among the Shareholders, the property and business
of the Corporation shall be managed by its Board of
Directors. In addition to the powers and authority by these
by-laws expressly conferred upon it, the Board of Directors
may exercise all such powers of the Corporation and do all
such lawfuul acts and things as are not by law, by agreement
among Shareholders, by the Articles of Incorporation or by
these by-laws directed or required to be exercised or done
by the Shareholder.
3.2 The Board of Directors shall consist of not
less than two nor more than twelve members, unless there are
fewer than two Shareholders, and the precise number to be
fixed by resolution of the Shareholders from time to time.
Each directors (whether elected at an annual meeting of
Shareholders or otherwise) shall hold office until the
annual meeting of Shareholders held next after his election
and until a qualified successor shell be elected, or until
his earlier death, resignation, incapacity to serve or
removal. Directors need not be Shareholders.
3.3 If any vacancy shall occur among the
Directors by reason of death, resignation, incapacity to
serve, increase in the number of directors, or otherwise,
the remaining directors shall continue to act, and such
vacancies may be filled by a majority of the directors then
in office, though less than quorum, and, if not theretofore
23
filled by action of the directors, may be filled by the
Shareholders at any meeting held during the existence of
such vacancy.
3.4 The Board of Directors may hold its meetings
at such place or places (within o ~ without the State of
Georgia) as it, the Chairman of the Board, or the President,
may from time to time determine and as shall be designated
in the notice of said meeting.
3.5 Directors may be allowed such compensation
for attendance at regular or special meetings of the Board
of Directors and of any special or standing committees
thereof as may be from time to time determined by resolution
of the Board of Directors.
3.6 Any director may be removed from office, with
or without cause, upon the majority vote of the
Shareholders, at a meeting with respect to which notice of
such purpose is given.
3.7 The Board of Directors shall have the
following power with respect to the lending of such funds:
to lend money for any of the purposes set forth in the
Articles of Incorporation; inve:st the funds of the
Corporation from time to time; and take and hold real and
personal property as security for the payment of funds so
loaned or invested; to lend money to, and otherwise assist,
its employees, other than its directors and officers; but to
24
no notice
shall be
meeting.
of such meeting to the newly
necessary in order legally
elected directors
to constitute the
5.2 Regular meetings of the Board of Directors
may be held without notice at such time and place (within or
without the State of Georgia) as shall from time to time be
determined by the Board of Directors.
5.3 Special meetings of the Board of Directors
may be called by the Chairman of the Board or the President
on not less than two days' notice by mail, telegram,
cablegram or personal delivery to each director and shall be
called by the Chairman of the Board, the President or the
Secretary in like manner and on like notice on the written
request of any two or more directors. Any such special
meeting shall be held at such time and place (within or
without the state of Georgia) as shall be stated in the
notice of meeting.
5.4 No notice of any meeting of the Board of
Directors need state the purpose thereof.
5.5 At all meetings of the Board of Directors,
the presence of one-third of the authorized number of
directors, but not less than two directors, unless there is
only one director, shall be necessary and sufficient to
constitute a quorum for the transaction of business. The
act of a majority of the directors present at any meeting at
29
which there is a quorum shall be the act of the Board of
Directors, except as may be otherwise specifically provided
by law, by the Articles of Incorporation or by these by-
laws. In the absence of a quorum a majority of the
directors present at any meeting may adjourn the meeting
from time to time until a quorum be had. Notice of any
adjourned meeting need only be given by announcement at the
meeting at which the adjournment is taken.
5.6 Any action required or permitted to be taken
at any meeting of the Board of Directors or of any committee
thereof may be taken without a meeting if, prior to such
action, a written consent thereto is signed by all members
of the Board of Directors or of such committee, as the case
may be, and such written consent is filed with the minutes
of the proceedings of the Board of committee.
ARTICLE VI: OFFICERS
6.1 T ~ e Board of Directors at its first meeting
after each annual meeting of Shareholders shall elect the
following officers: A President, one or more Vice-
Presidents, the number, if any, to be left to the discretion
of the Board of Directors, a Secretary and a Treasurer. The
Board of Directors at any time and from time to time may
appoint such other officers as i ~ shall deem necessary,
including one or more Assistant Vice-Presidents, one or more
Assistant Treasurers, and one or more Assistant Secretaries,
30
who shall hold their offices for such terms as shall be
determined by the Board of Directors and shall exercise such
powers and perform such duties as shall be determined from
time to time by the Board of Directors or the Chairman of
the Board.
6.2 Any person may hold any two or more offices,
except that no person may hold both the offices of President
and Secretary. No officer needs to be a Shareholder.
6.3 The salaries of the officers of the
Corporation shall be fixed by the Board of Directors, except
that the Board of Directors may delegate to any officer or
officers the power to fix the compensation of any officer
appointed in accordance with the second sentence of Section
6.1 of these by-laws.
6.4 Each officer of the Corporation shall hold
office until his successor is chosen or until his earlier
resignation, death or removal, or the termination of his
office. Any officer may be removed by the Board of
Directors whenever in its judgement the best interests of
the Corporation will be served thereby.
Chairman of the Board
6.5 In the event the Corporation has a Chairman
of the Board, the Chairman of the Board shall be the chief
executive officer of the Corporation and shall have general
and active management of the business of the Corporation and
31
shall see that all orders and resolutions of the Board of
Directors are carried into effect. He shall be ex officio a
member of all standing committees, unless otherwise provided
in the resolution appointing the same. The Chairman of the
Board shall call meetings of the Shareholders, the Board of
Directors and the Executive Committee to order and shall act
as chairman of such meetings.
President
6.6 In the event of the death or disability of
the Chairman of the Board or at his request or when
specifically authorized by the Board of Directors, the
President shall have the powers and perform the duties of
the Chairman of the Board. The President shall also have
such powers and perform such duties as are specifically
imposed upon him by law and as may be assigned to him by the
Board of Directors or the Chairman of the Board. The
President shall be ex officio a member of all standing
committees, unless otherwise provided in the resolution
appointing the same. In the absence of the Chairman of the
Board, the President shall call meetings of the
Shareholders, the Board of Directors, and the Executive
Committee to order and shall act as chairman of such
meetings.
Vice-Presidents
6.7 The Vice-Presidents shall perform such duties
32
as are generally performed by Vice-Presidents. The Vice-
Presidents shall perform such other duties and exercise such
other powers as the Board of Directors or the Chairman of
the Board shall request or delegate. The Assistant Vice-
President shall have such powers, and shall perform such
duties, as may be prescribed from time to time by the Board
of Directors, the Chairman of the Board or the President.
Secretary
6.8 The Secretary shall attend all sessions of
the Board of Directors and all meetings of the Shareholders
and record all votes and the minutes of all proceedings in
books to be kept for that purpose and shall perform like
duties for the standing committees when required. He shall
give, or cause to be given, any notice required to be given
of any meetings of the Shareholders and of the Board of
Directors, and shall perform such other duties as may be
prescribed by the Board of Directors or the Chairman of the
Board under whose supervision he shall be. The Assistant
Secretary or Assistant Secretaries shall, in the absence or
disability of the Secretary, or at his request, perform his
duties and exercise his powers and authority.
Treasurer
6.9 The Treasurer shall have charge of and be
responsible for all funds, securities, receipts and
disbursements of the Corporation, and shall deposit or
33
cause to be deposited, in the name of the Corporation, all
monies or other valuable effect, in such banks, trust
companies or other depositories as shall, from time to time,
be selected by the Board of Directors; he shall render to
the Chairman of the Board, the President and to the Board of
Directors, whenever requested, an account of the financial
condition of the Corporation, and such in general, he shall
perform all the duties incident to the office of a Treasurer
of a Corporation, and such other duties as may be assigned
to him by the Board of Directors, the Chairman of the Board
or the President.
6.10 In the case of the absence of any officer of
the corporation, or for any other reason that the Board of
Directors may deem sufficient, the Board of Directors may
delegate, for the time being, any or all of the powers or
duties of such officer to any officer or to any director.
ARTICLE VII: CAPITAL STOCK
7.1 The interest of each Shareholder shall be
evidenced by a or certificates representing
shares of stock of the Corporation which shall be in such
form as the Board of Directors may, from time to time, adopt
and shall be numbered and shall be entered in the books of
the Corporation as they are issued. Each certificate shall
exhibit the holder's name, the number of shares and the
class of shares and series, if any
1
represented thereby a
34
statement that the Corporation is organized under the laws
of the State of Georgia, and the par value of each share or
a statement that the shares are without par value. Each
certificate shall be signed by the Chairman of the Board,
the President or a Vice-President and the Treasurer or an
Assistant Treasurer or the Secretary or an Assistant
Secretary and shall be sealed with the seal of the
Corporation; provided, however, that where such certificate
is signed by a transfer agent, or by a transfer clerk acting
on behalf of the Corporation and a registrar, the signature
of any such officer and seal may be facsimile. In case any
officer or officers who shall have signed, or whose
facsimile signature or signatures shall have been used on,
any such certificate or certificates shall cease to be such
officer or officers of the Corporation, whether because of
death, resignation or otherwise, before such certificate or
certificates shall have delivered by the Corporation, such
certificate or certificates may nevertheless be delivered as
though the person or persons who signed such certificate or
certificates or whose facsimile signatures shall have been
used thereon had not ceased to be such officer or officers.
7.2 The Corporation shall keep a record of the
Shareholders of the Corporation which readily shows, in
alphabetical order or by alphabetical index, and by classes
or series of stock, if any, the names of the Shareholders
35
entitled to vote, with the address of and the number of
shares held by each. Said record shall be presented at all
meetings of the Shareholders.
7.3 Transfers of stock shall be made on the books
of the Corporation only by the person named in the
certificate, or by attorney lawfully constituted in writing,
and upon surrender of the certificate thereof, or in the
case of a certificate alleged to have been lost, stolen or
destroyed, upon compliance with the provisions of Section
7.7 of these by-laws.
7.4 (a) For the purpose of determining
Shareholders entitled to notice of or to vote at any meeting
or 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 provide that the stock transfer
books shall be closed for a stated period but not to exceed
fifty days. If the stock transfer books shall be closed for
the purpose of determining Shareholders entitiled to notice
of or to vote at a meeting of shareholders, such books shall
be closed for at least ten days immediately preceding such
meeting.
(b) In lieu of closing the stock transfer
books, the Board of Directors may fix in advance a date as
the record date for any such determination of Shareholders,
36
such date to be not more than fifty days and, in case of a
meeting of Shareholders, not less than ten days, prior to
the date on which the particular action requiring such
determination of Shareholder is to be taken.
7.5 The Corporation shall be entitled to treat
the holder of a record of any share of stock of the
Corporation as the person entitled to vote such share, to
recieve any dividend or other distribution with respect to
such share, and for all other purposes and accordingly shall
not be bound to recognize any equitable or other claim to or
interest in such share on the part of any other period,
whether or not it shall have express or other notice
thereof, except as otherwise provided by law.
7.6 The Board of Directors may appoint one or
more transfer agents and one or more registrars and may
require each stock certificate to bear the signature or
signatures of a transfer agent or a registrar or both.
7.7 Any person claiming a certificate of stock to
stolen or destroyed shall make an affidavit or
of the fact in such manner as the Board of
be lost,
affirmation
Directors may require and shallf if the directors so
require, give the Corporation a bond of indemnity in form
and amount and with one or more sureties satisfactory to the
Board of Directors, whereupon an appropriate new certificate
maybe issued in lie of the one alleged to have been lost,
37
stolen or destroyed.
7.8 Restrictions on Transfer. No transfer of any
stock of this Corporation shall be valid until sixty days
after each shareholder, individually, and the Corporation,
through its Secretary or President, shall have received
written notice of the proposed sale, the number of shares
proposed to be sold, the price at which the proposed sale is
to be made and the name of the prospective purchaser.
During sch sixty days, the remaining stockholders in
proportion to their respective holdings of stock in this
Corporation, shall have the right, and the Corporation shall
have the second right, to purchase all or any portion of the
stock so offered for sale at the same price per share and
upon the same terms and conditions as set forth in the
notice of sale. Any attempted sale in violation of this
provision is null and void. If the remaining Stockholders
desiring to sell all or any portior. of his shares of stock
within such sixty day period, the stockholder desiring to
sell all or any portion of his shares of stock is at liberty
to sell or transfer all or any portion of his shares of
stock without any restrictions whatsoever, but if all or any
portion of stock is not sold at the price, on the terms and
to the purchaser set forth in the notice of sale, it must be
re-offered as provided herein each and every time any sale
thereof is contemplated subsequently. Failure of the
38
continuing stockholders or the Corporation to purchase any
share or shares of stock and the sale or transfer thereof to
any other person, firm or corporation, shall not, as to any
future sale or transfer of any share or shares, or any share
or shares issued in lieu thereof, discharge any such share
or shares of stock from any of the restrictions herein
contained. It is intended that all restrictions hereby
imposed upon the sale or transfer of stock shall apply to
all sales of stock, whensoever, howsoever, or by whomsoever
acquired, in the names of all holders or owners, whether
original
transferees
involuntary
whether a
subsequent
Corporation
shareholders
and whether
or subsequent
acquired through
purchasers
voluntary
or
or
act of a shareholder or by operation of law and
part of the first authorized issue of any
or increased issue. The Secretary of this
shall endorse upon each and every stock
certificate issued by this Corporation, an endorsement as
follows:
"NOTICE: All transfers whether by sale, pledge,
judicial sale, operation of law or otherwise, are subject to
Section 7.8 of Article VII of the by-laws of this
Corporation, which by-laws are on file at the office of the
Corporation which declares all attempted transfers of stock
void and gives the remaining stockholders the first right
and this Corporation the second right to purchase the shares
39
of stock represented by this certificate.
Secretary"
ARTICLE VIII: MISCELLANEOUS
Inspection of Books
8.1 (a) No Shareholder of the Corporation shall
be permitted to copy, examine, inspect or have access to any
of the books or records of the Corporation, except as is
herein provided.
(b) The Minute Books, Stock Transfer Ledger
and Main Account Ledger (excluding all subsidiary account
ledgers) of the Corporation shall be open for examination by
any Shareholder only under the following conditions:
(1) Any Shareholder desiring to copy,
examine, inspect or have access to the aforesaid records
shall submit to the Secretary of the Corporation a written
request, accompanied by a sworn affidavit (1) that he has
been a Shareholder of record for not less than six calendar
months preceding the date of the request, or that he is the
holder of record of, or has certified authorization from the
holders of record of, not less than five percent of all
outstanding shares of any class or series of the
Corporation; (2) stating in full detail the purpose or
purposes of the inspection and that the inspection is not
40
desired for a purpose which is in the interest of a business
or object other than the business of the Corporation; and
(3) that neither he nor any of those under whose authority
he is proceeding, if any, have within five years preceding
the date of the affidavit and request, sold or offered for
sale or aided or abetted any person in selling of offering
for sale, any list of the Shareholders of the Corporation.
(ii) If the Secretary or a majority of the
Directors or members of the Executive Committee of the
Corporation find the request proper, the Secretary shall
notify the Shareholder within thirty days after receipt of
said request of the time, which shall not be more than
thirty days after such notification, and place at which the
inspection may be conducted.
(iii) If said request is found by the Secretary,
the Board of Directors or the Executive Committee not to be
proper, the Secretary shall so notify the requesting
Shareholder within thirty days after receipt of the request.
The Secretary shall specify in said notice the basis for the
rejection of the Shareholder's request.
(iv) The Secretary, the Board of Directors and
the Executive Committee shall at all times be entitled to
rely on the Corporate records in making any determination
hereunder.
(c) No Shareholder shall be entitled to inspect
41
the records of the Corporation more than once in any twelve
month period.
(d) Each paragraph and sub-paragraph contained in
this Section 8.0 is separable and in the event any paragraph
is held invalid it shall not affect the validity of any
other paragraph or sub-paragraph.
Fiscal Year
8.2 The Corporation shall be on an accounting
year of January to December.
Seal
8.3 The Corporate Seal shall be in such form as
the Board of Directors may from time to time determine.
Annual Statements
8.4 At the request of the Board of Directors, not
later than four months after the close of each fiscal year,
and in any case prior to the next annual meeting of the
Shareholder, the Corporation shall prepare:
(1) A balance sheet showing in reasonable
detail the financial condition of the Corporation as of the
close of its fiscal year; and
(2) A profit and loss statement showing the
results of its operations during its fiscal year. Upon
written request, the corporation promptly shall mail to any
shareholder of record a copy of the most recent such balance
sheet and profit and loss statement.
42
Appointments of Agents
8.5 The Chairman of the Board or the President or
any Vice-President shall be authorized and empowered in the
name and as the act and deed of the Corporation to name and
appoint general and special agents, representatives and
attorneys to represent the corporation in the United States
or in any foreign couuntry or countries and to name and
appoint attorneys and proxies to vote any shares of stock in
any other corporation at any time owned or held of record by
the corporation, and to prescribe, limit and define the
powers and duties of such agents, representatives,
attorneys, and proxies and to make substitution, revocation
or cancellation in whole or in part of any power or
auuthority conferred on any such agent, representative,
attorney or proxy. All powers of attorney or other
instruments under which such agents, representatives
attorneys, or proxies shall be so named and appointed shall
be signed and executed by the Chairman of the Board or the
President or a Vice-President, and the corporate seal shall
be affixed thereto. Any substitution, revocation or
cancellation shall be signed in like manner, provided always
that any agent, representative, attorney or proxy when so
authorized by the instrument appointing him may substitute
or delegate his powers in whole or in part and revoke and
cancel such substitutions or del.egations. No special
43
authorization by the Board of Directors shall be necessary
in connection with the foregoing, but this by-law shall be
deemed to constitute full and complete authority to the
officers above designated to do all the acts and things as
they deem necessary or incidental thereto or in connection
therewith.
Indemnification
8.6 (a) Under the circumstances prescribed in
paragraphs (c) and (d) of this section, the corporation
shall indemnify and hold harmless any person who was or is a
party or is threatened to be made a party to any threatened,
pending or completed action, suit or proceeding, whether
civil, criminal, administrative or investigative (other than
an action by or in the right of the corporation) by reason
of the fact that he is or was a director, officer, employee
or agent of the Corporation, or is or was serving at the
request of the Corporation as a director, officer, employee
or agent of another corporation, partnership, joint venture,
trust or other enterprise, against expenses (including
attorneys fees), judgements, fines and amounts paid in
settlement actually and reasonable incurred by him in
connection with such action, suit or proceeding if he acted
in a manner he reasonably believed to be in or not opposed
to the best interests of the Corporation, and, with respect
to any criminal action or proceeding, had no reasonable
44
cause to believe his conduct was unlawful. The termination
of any action, suit or proceeding by judgement, order,
settlement, conviction, or upon a plea of nolo contendere or
its equivalent, shall not, of itself, create a presumption
that the person did not act in a manner which he reasonably
believed to be in or not opposed to the best interest of the
Corporation, and with respect to any criminal action or
proceeding, had reasonable cause to believe that his conduct
was unlawful.
(b) Under the circumstances prescribed in
paragraphs (c) and (d) of this section, the corporation
shall indemnify and hold harmless any person who was or is a
party or is threatened to be made a party to any threatened,
pending or completed action or suit by or in the right of
the corporation to procure a judgement in its favor by
reason of the fact he is or was a director, officer,
employee or agent of the Corporation, or is or was serving
at the request of the Corporation as a director, officer,
employee or agent of another Corporation, partnership, joint
venture, trust or other enterprise, against expenses
(including attorney's fees) actually and reasonably incurred
by him in connection wtih the defense or settlement of such
action or suit, if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best
interests of the Corporation; except that no indemnification
45
-- - -------- ----------------
shall be made in respect of any claim, issue or matter as to
which such person shall have been adjudged to be liable for
negligence or misconduct in the performance of his duty to
the Corporation, unless and only to the extent that the
court in which such action or suit was brought shall
determine upon application that, despite the adjudication of
liability but in view of all the circumstances of the case,
such person is fairly and reasonably entitled to indemnity
for such expenses which the court shall deem proper.
(c) To the extent that a director, officer,
employee or agent of a Corporation has been successful on
the merits or otherwise in defense of any action, suit or
proceeding referred to in paragraphs (a) and (b) of this
section, or in defense of any claim, issue or matter
therein, he shall be indemnified against expenses (including
attorney's fees actually and reasonably incurred by him in
connection therewith).
(d) Except as provided in paragraph (c) of
this section and except as may be ordered by a court, any
indemnification under paragraphs (a) and (b) of this section
shall be made by the Corporation only as authorized in the
specific case upon a determination that indemnification of
the director, officer, employee or agent is proper in the
circumstances because he has met the applicable standard of
conduct set forth in paragraphs (a) and (b). Such
46
determination shall be made (1} by the Board of Directors by
a majority vote of a quorum consisting of directors who were
not parties to such action, suit or proceeding, or (2} if
such a quorum is not obtainable, or, even if obtainable, if
a quorum of disinterested so directs, by the firm of
independent legal counsel then employed by the Corporation,
in a written opinion, or (3) by the affirmative vote of a
majority of the shares entitled to vote thereon.
(e) Expenses incurred in defending a civil
or criminal action, suit or proceeding 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 the director, 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 authorized in this
section.
(f) The indemnification provided by this
section shall not be deemed exclusive of any other rights,
in respect of indemnification or otherwise, to which those
seeking indemnification may be entitled under any by-law or
resolution approved by the affirmative vote of the holders
of a majority of the shares entitled to vote thereon taken
at a meeting the notice of which specified that such by-law
47
or resolution would be placed before the Shareholders, both
as to action by a director, officer, employee or agent in
his official capacity and as to action in another capacity
while holding such office or position, and shall continue as
to a person who has ceased to be a director, officer,
employee or agent and shall insure to the benefit of the
heirs, executors and administrators of such a person.
(g) The Corporation may purchase and
maintain insurance on behalf of any person who is or was a
director, officer, employee or agent of the Corporation, or
is or was serving at the request of the Corporation as a
director, officer, employee or agent of another Corporation,
partnership, joint venture, trust or other enterprise,
against any liability asserted against him and incurred by
him in any such capacity, or arising out of his status as
such, whether or not the Corporation would have the power to
indemnify him against such liability under the provisions of
this Section.
(h) If any expenses or other amounts are
paid by way of indemnification, otherwise than by court
order or by an insurance carrier pursuant to insurance
maintained by the Corporation, the Corporation shall, not
later than the next annual meeting of the Shareholders,
unless such meeting is held within three months from the
date of such payment, and, in any event, withing fifteen
48
months from the date of such payment, sent by first class
mail to its Shareholders of record at the time entitled to
vote for the election of directors, a statement specifying
the persons paid, the amounts paid, and the nature and
status at the time of such payment of the litigation or
threatened litigation.
Disallowed Deductions
8.7 Any payments made to an officer of the
Corporation such as a salary, commission, bonus, interest,
or rent, or entertainment expense incurred by him which
shall be disallowed in whole or in part as a deductible
expense by the Internal Revenue Service shall be reimbursed
by such disallowance. It shall be the duty of the
Directors, as a Board, to enforce payment of each such
amount disallowed. In lieu of payment by the officer,
subject to the determination of the Directors, proportionate
amounts may be withheld from his future compensation
payments until the amount owed to the Corporation has been
recovered.
ARTICLE IX: NOTICES; WAIVERS OF NOTICES
9.1 Except as otherwise specifically provided in
these by-laws, whenever under the provisions of these by-
laws, notice is required to be given to any Shareholder,
director or officer, it shall not be construed to mean
personal native, but such notice may be given either by
49
personal notice or by radio, cable or telegraph, or by mail
by depositing the same in the post office or letter box in a
postpaid sealed wrapper, addressed to such Shareholder,
officer or director at such address as appears on the books
of the Corporation, and such notice shall be deemed to be
given at the time when the same shall be thus sent or
mailed.
9.2 When any notice whatsoever is required to be
given by law, by the Articles of Incorporation or by these
by-laws,
to said
a waiver thereof by the person or persons entitled
notice given before or after the time stated
therein, in writing, which shall include a waiver given by
telegraph, radio, or cable shall be deemed equivalent
thereto. No notice of any meeting need be given to any
person who shall attend such meeting, except when a
Shareholder attends a meeting solely for the purpose of
stating at the beginning of the meeting any objection to the
transaction of business, and so states his objection at the
beginning of the meeting.
ARTICLE X: EMERGENCY POWERS
10.1 The Board of Directors may adopt emergency
by-laws, subject to repeal or change by action of the
Shareholder, which shall notwithstand any provision of law,
the Articles of Incorporation or these by-laws, be operative
during any emergency in the conduct of the business of the
50
Corporation resulting from an attack on the United States or
on a locality in which the Corporation conducts its business
or customarily holds meetings of its Board of Directors or
its Shareholders, or during any nuclear or atomic disaster,
or during the existence of any catastrophe, or other similar
emergency condition, as a result of which a quorum of the
Board of Directors or a standing committee thereof cannot
readily be convened for action. The emergency by-laws may
make any provision that may be practical and necessary for
the circumstances of the emergency.
10.2 The Board of Directors, either before or
during any such emergency, may provide, and from time to
time modify, lines of succession in the event that during
such an emergency any or all officers or agents of the
Corporation shall for any reason be rendered incapable of
discharging their duties.
10.3 The Board of Directors, either before or
during any such emergency, may, effective in the emergency,
change the head office or designate several alternative head
offices or regional offices, or authorize the officers to do
so.
10.4 To the extent not inconsistent with any
emergency by-laws so adopted, these by-laws shall remain in
effect during any such emergency and upon its termination
the emergency by-laws shall cease to be operative.
51
10.5 Unless otherwise provided in emergency by-
laws, notice of any meeting of the Board of Directors during
any such emergency may be given only to such of the
Directors as it may be feasible to reach at the time, and by
such means as may be feasible at the time, including
publicaiton, radio or television.
10.6 To the extent required to consitute a
quorum at any meeting of the Board of Directors during any
such emergency, the officers of the Corporation who are
present shall, unless otherwise provided in emergency by-
laws, be deemed, in order of rank and within the same rank
in order of seniority, directors for such meeting.
ARTICLE XI: SPECIAL CORPORATE ACTS
11.1 All checks, drafts, notes, bonds, bills of
exchange, and orders for the payment of money of the
Corporation; all deeds, mortgages, and other written
contracts and agreements to which the Corporation shall be a
party; and all assignment or endorsements of stock
certificates, registered bonds, or other securities owned by
the Corporation, shall, unless otherwise required by law, be
signed by any two of the following officers who are
different persons: President, Secretary or Treasurer. The
Board of Directors may, however, authorize any one of such
officers to sign any of such instruments, for and in behalf
of the corporation, without necessity of countersignature;
52
--- --- ---------------
and may designate officers or employees of the Corporation,
other than those named above, who may, in the name of the
Corporation, sign such instruments.
11.2 Any shares of stock issued by any other
Corporation
be voted
corporation
and owned or controlled by the Corporation may
at any shareholder's meeting of such other
by the President of the Corporation, if he be
present or, in his absence, by any Vice-President of
Corporation and if the Vice-President shall be absent,
by such person as the President and Secretary of
Corporation shall, by duly executed proxy, designate
represent the corporation at such shareholder's meeting.
ARTICLE XII: AMENDMENTS
the
then
the
to
12.1 The by-laws of the Corporation
altered or amended and new by-laws may be adopted
Shareholders at any annual or special meeting
Shareholders or by the Board of Directors;
may be
by the
of the
provided,
however, that if such action is to be taken at a meeting of
the Shareholders, notice of the general nature of the
proposed change in the by-laws shall be given in the notice
of meeting.
53
(
FORM S. F. E.
(

lnlllitnesslllhereof.

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