Bylaws (2010)Full Document 

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BY-LAWS

OF

THE R. W. PAGE CORPORATION

October 28, 1977

ARTICLE I

Shareholders

Section 1 - Place of Meetings:  Meetings of shareholders for any purpose may be held at such place within or without the State of Georgia as may be designated by the Board of Directors.

Section 2 - Annual Meeting:  The annual meeting of shareholders of the Company for the election of directors and for the transaction of such other business as may properly come before the meeting, shall be held at the principal office of the company or at such other place as may be designated by the Board of Directors and specified in the notice of such meeting at such time and upon such date during the month of April in each year as the Board of Directors may determine.

Section 3 - Special Meetings:  Special meetings of the shareholders of the Company may be held on any business day, when called by the Chairman of the Board, the President or by the Board or by a request in writing by persons who hold twenty five percent (25%) of all shares outstanding and entitled to vote in a election of directors. Such request shall state the purpose or purposes of the proposed meeting.

Section 4 - Notice of Meetings:  Not less than ten (10) nor more than fifty (50) days before the date of the meeting of shareholders, written notice stating the time, place and purposes of such meeting shall be given by or at the direction of the President, the Secretary, or the officer or persons calling the meeting. The notice shall be given personally or by first class mail to each shareholder of record entitled to vote at such meeting. If mailed, the notice shall be addressed to the shareholder at his address as it appears on the stock transfer books of the Company.

Section 5 - Quorum: Adjournment:  The presence in person or by proxy of the holders of a majority of the stock issued and outstanding and entitled to vote thereat, shall constitute a quorum at all meetings of the shareholders for the transaction of business except as otherwise provided by law or by the Articles of Incorporation. When a quorum is present, the affirmative vote of the majority of the shares represented at the meeting and entitled to vote shall be the act of the shareholders unless a greater vote is required by law or the Articles of Incorporation. If a quorum shall not be present or represented those present in person or represented by proxy shall have the power to adjourn the meeting, from time to time, without notice if the time and place to which the meeting is adjourned are announced at the meeting at which the adjournment is taken, and at the adjourned meeting any business may be transacted that might have been transacted on the original date of the meeting. If, however, after the adjournment the Board fixes a new record date for the adjourned meeting, a notice of the adjourned meeting shall be given in compliance with Section 4 to each shareholder of record on the new record date entitled to vote at such meeting.


Section 6 - Proxies:  Any shareholder entitled to vote or express his consent or dissent at a meeting of shareholders may do so in person or may be represented by proxy, appointed by an instrument in writing, signed by the shareholder or his duly authorized attorney-in-fact. No proxy shall be valid after the expiration of eleven (11) months from the date thereof unless otherwise provided in the proxy.

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