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Bylaws - Krispy Kreme Doughnuts Inc.

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                           AMENDED AND RESTATED BYLAWS
                                       OF
                          KRISPY KREME DOUGHNUTS, INC.

                            Effective March 21, 2003

                  * * * * * * * * * * * * * * * * * * * * * * *

                              ARTICLE I. - OFFICES

Section 1.        Registered Office: The registered office of the corporation
                  shall be at 370 Knollwood Street, Winston-Salem, North
                  Carolina 27103.

Section 2.        Principal Office: The principal office of the corporation
                  shall be located at the same address as the registered office
                  or such other place as may be designated by the Board of
                  Directors.

Section 3.        Other Offices: The corporation may have offices at such other
                  places, either within or without the State of North Carolina,
                  as the Board of Directors may from time to time determine, or
                  as the affairs of the corporation may require.

                     ARTICLE II. - MEETINGS OF SHAREHOLDERS

Section 1.        Place of Meetings: All meetings of shareholders shall be held
                  at the registered office of the corporation, or at such other
                  place, either within or without the State of North Carolina,
                  as shall be designated in the notice of the meeting or agreed
                  on by a majority of the shareholders entitled to vote thereat.

Section 2.        Annual Meetings: (a) The annual meeting of shareholders shall
                  be held on a date and at a place at an hour to be fixed by the
                  Chief Executive Officer and affirmed by the Board of Directors
                  from time to time, for the purpose of electing directors of
                  the corporation and for the transaction of such other business
                  as may be properly brought before the meeting.

                  (b) No business shall be transacted at an annual meeting of
                  shareholders, except such business as shall be (i) specified
                  in the notice of meeting given as provided in Article II,
                  Section 5, (ii) otherwise brought before the meeting by or at
                  the direction of the Board of Directors or (iii) otherwise
                  brought before the meeting by a shareholder of record entitled
                  to vote at the meeting, in compliance with the procedures set
                  forth in this Article II, Section 2(b).

                  For business to be brought before an annual meeting by a
                  shareholder pursuant to (iii) above, the shareholder must have
                  given timely notice in writing to the Secretary of the
                  Company. To be timely, a shareholder's notice must be
                  delivered to, or mailed to and received at, the principal
                  office of the corporation not less


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                  than forty days nor more than ninety days prior to the
                  meeting. If less than fifty days' notice or prior public
                  disclosure of the date of the meeting is given or made to
                  shareholders, notice by the shareholder will be timely if
                  received by the Secretary of the Company not later than the
                  close of business on the tenth day following the day on which
                  such notice of the date of the meeting or such public
                  disclosure was given or made. Notice of the date of the
                  meeting shall be deemed to have been given by the corporation
                  more than fifty days in advance of the annual meeting if the
                  annual meeting is called on the date prescribed by Article II,
                  Section 1, without regard to whether notice or public
                  disclosure thereof is made. Notice of action to be brought
                  before the annual meeting pursuant to (iii) above shall set
                  forth as to each such matter the shareholder proposes to bring
                  before the annual meeting (A) a brief description of the
                  business desired to be brought before the annual meeting and
                  the reasons for bringing such business before the annual
                  meeting, (B) the name and address, as they appear on the
                  corporation's books, of each shareholder proposing such
                  business, (C) the classes and number of shares of the
                  corporation that are owned of record and beneficially by each
                  such shareholder, and (D) any material interest of such
                  shareholders in such business other than any interest as a
                  shareholder of the corporation. Notwithstanding anything in
                  these Bylaws to the contrary, no business shall be conducted
                  at an annual meeting except in accordance with the provisions
                  set forth in this Article II, Section 2(b). If the chairman of
                  the annual meeting determines that any business was not
                  properly brought before the meeting in accordance with the
                  provisions of these Bylaws, he shall so declare to the meeting
                  and, to the extent permitted by law, any such business not
                  properly brought before the meeting shall not be transacted.

Section 3.        Substitute Annual Meeting: If the annual meeting shall not be
                  held on the day designated by these bylaws, a substitute
                  meeting may be called in accordance with the provisions of
                  Section 4 of this Article. A meeting so called shall be
                  designated and treated for all purposes as the annual meeting.

Section 4.        Special Meetings: Special meetings of the shareholders may be
                  called at any time by the President, Secretary or Board of
                  Directors of the corporation.

Section 5.        Notice of Meetings: Written or printed notice stating the time
                  and place of the meeting shall be delivered not less than ten
                  nor more than fifty days before the date thereof, either
                  personally or by mail, by or at the direction of the Chairman,
                  the President, the Secretary, or other person 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 meeting need not specifically state the business to
                  be transacted thereat unless it is a matter, other than
                  election of Directors, on which the vote of shareholders is
                  expressly required by the provisions of the North Carolina
                  Business Corporation Act. In the


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<PAGE>

                  case of a special meeting, the notice of meeting shall
                  specifically state the purpose or purposes for which the
                  meeting is called.

                  When a meeting is adjourned for one hundred twenty days or
                  more, notice of the adjourned meeting shall be given as in the
                  case of an original meeting. When a meeting is adjourned for
                  less than one hundred twenty days in any one adjournment, it
                  is not necessary to give any notice of the adjourned meeting
                  other than by announcement at the meeting at which the
                  adjournment is taken.

Section 6.        Voting Lists: After fixing the record date for a meeting, the
                  Secretary of the corporation shall prepare an alphabetical
                  list of the shareholders entitled to notice of such meeting or
                  any adjournment thereof, arranged by voting group, class and
                  series, with the address of and number of shares held by each.
                  Such list shall be kept on file at the principal office of the
                  corporation, or at a place identified in the meeting notice in
                  the city where the meeting will be held, beginning two
                  business days after notice of such meeting is given and
                  continuing through the meeting, and on written demand shall be
                  subject to inspection or copying by any shareholder, his agent
                  or attorney at any time during regular business hours. This
                  list shall also be produced and kept open at the time and
                  place of the meeting and shall be subject to inspection by any
                  shareholder during the whole time of the meeting.

Section 7.        Quorum: The holders of a majority of the shares entitled to
                  vote, represented in person or by proxy, shall constitute a
                  quorum at meetings of shareholders. If there is no quorum at
                  the opening of a meeting of shareholders, such meeting may be
                  adjourned from time to time by the vote of a majority of the
                  shares voting on the motion to adjourn; and, at any adjourned
                  meeting at which a quorum is present, any business may be
                  transacted which might have been transacted at the original
                  meeting.

                  The shareholders at a meeting at which a quorum is present may
                  continue to do business until adjournment, notwithstanding the
                  withdrawal of enough shareholders to leave less than a quorum.

Section 8.        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.

                  Except in the election of Directors the vote of a majority of
                  the shares voted on any matter at a meeting of shareholders at
                  which a quorum is present shall be the act of the shareholders
                  on that matter, unless the vote of a greater number is
                  required by law. In the election of Directors those receiving
                  the greatest number of votes shall be deemed elected even
                  though not receiving a majority.

                  Voting on all matters shall be by voice vote or by a show of
                  hands unless the holders of one tenth of the shares
                  represented at the meeting shall, prior to the voting on any
                  matter, demand a ballot vote on that particular matter. The
                  election of directors is governed by Article III, Section 3.


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<PAGE>

Section 9.        Informal Action by Shareholders: Any action which may be taken
                  at a meeting of the shareholders may be taken without a
                  meeting if a consent in writing, setting forth the action so
                  taken, shall be signed by all of the persons who would be
                  entitled to vote upon such action at a meeting, and filed with
                  the Secretary of the corporation to be kept in the Corporate
                  Minute Book.

Section 10.       Proxies: At all meetings of shareholders, shares may be voted
                  either in person or by one or more agents authorized by a
                  written proxy executed by the shareholder or his duly
                  authorized attorney-in-fact. A telegram, cablegram, wireless
                  message or photogram appearing to have been transmitted by a
                  shareholder, or a photographic, photostatic or equivalent
                  reproduction of a writing appointing one or more agents shall
                  be deemed a written proxy within the meaning of this section.

                            ARTICLE III. - DIRECTORS

Section 1.        General Powers: The business and affairs of the corporation
                  shall be managed by the Board of Directors.

Section 2.        Number, Term and Qualifications: (a) The number of Directors
                  constituting the whole Board shall be not more than fifteen
                  nor less than nine. The authorized number of Directors, within
                  the limits above specified, shall be determined by the
                  affirmative vote of a majority of the whole Board given at a
                  regular or special meeting of the Board of Directors; provided
                  that, if the number so determined is to be increased, or
                  decreased, notice of the proposed increase or decrease shall
                  be included in the notice of such meeting, or all of the
                  Directors at the time in office be present at such meeting, or
                  those not present at any time waive or have waived notice
                  thereof in writing; and provided, further, that the number of
                  Directors which shall constitute the whole Board shall not be
                  less than nine nor shall it be reduced to a number less than
                  the number of Directors then in office unless such reduction
                  shall become effective only at and after the next ensuing
                  meeting of shareholders for the election of Directors.

                  (b) The directors of the corporation shall be divided into the
                  following three classes: Class I, Class II and Class III. The
                  number of directors in each class shall be as nearly equal in
                  number as possible. Each initial director in Class I shall be
                  elected to an initial term of one (1) year, each initial
                  director in Class II shall be elected to an initial term of
                  two (2) years and each initial director in Class III shall be
                  elected to an initial term of three (3) years. Each director
                  shall hold office until the election and qualification of his
                  successor or his earlier death, resignation, retirement or
                  removal from office. Upon the expiration of the initial term
                  for each class of directors, the directors of each class shall
                  be elected for a term of three (3) years. Directors need not
                  be residents of the State of North Carolina or shareholders of
                  the corporation.


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<PAGE>

Section 3.        Nomination and Election of Directors: Except as provided in
                  Section 5 and Section 2 of this Article, the Directors shall
                  be elected at the annual meeting of shareholders. If any
                  shareholder so demands, election of Directors shall be by
                  ballot.

                  Only persons who are nominated in accordance with the
                  provisions set forth in these bylaws shall be eligible to be
                  elected as directors at an annual or special meeting of
                  shareholders. Nomination of election to the Board of Directors
                  shall be made by or at the direction of the Board of Directors
                  or a committee appointed thereby.

                  Nomination for election of any person to the Board of
                  Directors may also be made by a shareholder entitled to vote
                  on such election if written notice of the nomination of such
                  person shall have been delivered to the Secretary of the
                  corporation at the principal office of the corporation not
                  less than forty days nor more than ninety days prior to the
                  meeting. If less than fifty days' notice or prior public
                  disclosure of the date of the meeting is given or made to
                  shareholders, notice by the shareholder will be timely if
                  received by the Secretary of the Company not later than the
                  close of business on the tenth day following the day on which
                  such notice of the date of the meeting or such public
                  disclosure was given or made. Notice of the date of the
                  meeting shall be deemed to have been given by the corporation
                  more than fifty days in advance of the annual meeting if the
                  annual meeting is called on the date prescribed by Article II,
                  Section 1, without regard to whether notice or public
                  disclosure thereof is made. Each such notice shall set forth:
                  (i) the name and address of the shareholder who intends to
                  make the nomination; (ii) a representation that such
                  shareholder is a holder of record of shares of the corporation
                  entitled to vote at such meeting and intends to appear in
                  person or by proxy at the meeting to nominate the person or
                  persons specified in the notice; (iii) as to each person to be
                  nominated (A) such person's name and address, employment
                  history for the past five years, affiliations, if any, with
                  the corporation and other corporations, the class and number
                  of shares of the corporation that are owned of record or
                  beneficially by such person and information concerning any
                  transaction in such shares within the prior sixty days,
                  whether such person has been convicted in a criminal
                  proceeding (excluding traffic violations or similar
                  misdemeanors) within the past five years and the details
                  thereof, whether such person has been a party to any
                  proceeding or subject to any judgment, decree or final order
                  with respect to violations of federal or state securities laws
                  within the past five years and the details thereof, and the
                  details of any contract, arrangement, understanding or
                  relationships with any person with respect to any securities
                  of the corporation; (B) such person's written consent to being
                  named as a nominee and to serving as director if elected and
                  (C) a description of all arrangements or understandings
                  between the shareholder and each such nominee and any other
                  person or persons (naming such person or


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<PAGE>

                  persons) pursuant to which the nomination or nominations are
                  to be made by the shareholder. The chairman of the meeting
                  shall refuse to acknowledge the nomination of any person not
                  made in compliance with the foregoing procedure.

Section 4.        Removal: Directors may be removed from office only with cause
                  by a vote of shareholders holding 66 2/3% of the outstanding
                  shares entitled to vote at an election of Directors. If any
                  Directors are so removed, new Directors may be elected at the
                  same meeting.

Section 5.        Vacancies: A vacancy occurring in the Board of Directors may
                  be filled by a majority of the remaining Directors though less
                  than a quorum, or by the sole remaining Director; but a
                  vacancy created by an increase in the authorized number of
                  Directors outside of the range specified in Section 2 of this
                  Article shall be filled by election at an annual meeting or at
                  a special meeting of shareholders called for that purpose. The
                  shareholders may elect a Director at any time to fill any
                  vacancy not filled by the Directors.

Section 6.        Compensation: The Board of Directors may compensate Directors
                  for their services as such and may provide for the payment of
                  all expenses incurred by the Directors in attending regular
                  and special meetings of the Board.

Section 7.        Emeritus Directors: The Board of Directors may, from time to
                  time, by majority vote, elect one or more of its former
                  Directors to serve as Emeritus Directors for one or more
                  consecutive one-year terms or until earlier resignation or
                  removal by a majority of the Board of Directors. Emeritus
                  Directors may be asked to serve as consultants to the Board of
                  Directors and may be appointed by the Board of Directors to
                  serve as consultants to committees of the Board of Directors.
                  Emeritus Directors may be invited to attend meetings of the
                  Board of Directors or any committee of the Board of Directors
                  for which they have been appointed to serve as consultants.
                  Emeritus Directors shall not be permitted to vote on matters
                  brought before the Board of Directors or any committee thereof
                  and shall not be counted for the purpose of determining
                  whether a quorum of the Board or Directors or the committee is
                  present. Emeritus Directors will be entitled to receive fees
                  and reimbursement for expenses of meeting attendance, as
                  recommended by the Chairman of the Board of Directors and
                  approved by the Board of Directors. Emeritus Directors may be
                  removed at any time by the Board of Directors. An Emeritus
                  Director shall not have any of the responsibilities or
                  liabilities of a director, nor any of a director's rights,
                  powers or privileges. Reference in these Bylaws to "Directors"
                  shall not mean or include Emeritus Directors.

Section 8.        Director Retirement: A Director shall retire as of the annual
                  meeting coincident with the end of term in which such Director
                  attains age 70, except that any Director having attained the
                  age of 70 as of the annual meeting of the shareholders held in
                  2003 shall be permitted to complete such Director's present
                  term and stand for reelection for one additional term.


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<PAGE>

                       ARTICLE IV. - MEETINGS OF DIRECTORS

Section 1.        Regular Meetings: A regular meeting of the Board of Directors
                  shall be held immediately after, and at the same place as, the
                  annual meeting of the shareholders. In addition, to the annual
                  meeting of the Board of Directors, there shall be three
                  regular meetings of the Board of Directors to be held at the
                  offices of the corporation or at such other place as may be
                  designated by the Chairman of the Board or the President in
                  August and November (on the third Tuesday thereof after the
                  closing of the corporation's previous fiscal month) and on the
                  last Tuesday in January prior to close of each fiscal year.
                  The Chairman of the Board may designate the time of the
                  meetings.

Section 2.        Special Meetings: Special meetings of the Board of Directors
                  may be called by or at the request of the Chairman, President
                  or any two Directors. Such meetings may be held within or
                  without the State of North Carolina.

Section 3.        Notice of Meetings: Regular meetings of the Board of Directors
                  may be held without notice.

                  The person or persons calling a special meeting of the Board
                  of Directors shall, at least two days before the meeting, give
                  notice thereof by any usual means of communication. Such
                  notice need not specify the purpose for which the meeting is
                  called.

                  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 any business because the meeting is not
                  lawfully called.

Section 4.        Quorum: A majority of the Directors fixed by these bylaws
                  shall constitute a quorum for the transaction of business at
                  any meeting of the Board of Directors.

Section 5.        Manner of Acting: Except as otherwise provided in this
                  section, the act of the majority of the Directors present at a
                  meeting at which a quorum is present shall be the act of the
                  Board of Directors.

Section 6.        Informal Action by Directors: Action taken by a majority of
                  the Directors without a meeting is nevertheless Board action
                  if written consent to the action in question is signed by all
                  the Directors and filed with the minutes of the proceedings of
                  the Board, whether done before or after the action so taken.

Section 7.        Meeting by Telephone: Any one or more members of any such
                  committee may participate in a meeting of the committee by
                  means of a conference telephone or similar communications
                  device which allows all persons participating in the meeting
                  to hear each other and such participation in a meeting shall
                  be deemed presence in person at such meeting.


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<PAGE>

                   ARTICLE V. - EXECUTIVE AND OTHER COMMITTEES

Section 1.        Appointment: The Board of Directors, by resolution adopted by
                  a majority of the number of Directors then in office, may
                  designate from among its members an Executive Committee or one
                  or more other committees, each consisting of two or more
                  Directors. The designation of any such committee and the
                  delegation thereto of authority shall not operate to relieve
                  the Board of Directors, or any member thereof, of any
                  responsibility or liability imposed upon it or him by law.

Section 2.        Authority: Any such committee shall have and exercise all
                  authority of the Board of Directors in the management of the
                  corporation except to the extent, if any, that such authority
                  shall be limited by the resolution appointing such committee
                  and except also to the extent limited by law.

Section 3.        Tenure and Qualifications: Each member of any such committee
                  shall hold office until the next regular annual meeting of the
                  Board of Directors following his designation and until his
                  successor is designated as a member of any such committee and
                  is elected and qualified.

Section 4.        Meetings: Regular meetings of any such committee may be held
                  without notice at such time and place as such committee may
                  fix from time to time by resolution. Special meetings of any
                  such committee may be called by any member thereof upon not
                  less than one day's notice stating the place, date and hour of
                  such meeting, which notice may be written or oral, and if
                  mailed, shall be deemed to be delivered when deposited in the
                  United States mail addressed to any member of the Executive
                  Committee at his business address. Any member of the Executive
                  Committee may waive notice of any meeting and no notice of any
                  meeting need be given to any member thereof to attend in
                  person. The notice of a meeting of the Executive Committee
                  need not state the business proposed to be transacted at the
                  meeting.

Section 5.        Quorum: A majority of the members of any such committee shall
                  constitute a quorum for the transaction of business at any
                  meeting thereof, and actions of such committee must be
                  authorized by the affirmative vote of a majority of the
                  members present at the meeting at which a quorum is present.

Section 6.        Informal Action: Action taken by a majority of the members of
                  any such committee without meeting is nevertheless action of
                  such committee if written consent to the action in question is
                  signed by all of the members of such committee and filed with
                  the minutes of the proceedings of the committee, whether done
                  before or after the actions so taken.

Section 7.        Removal: Any member of any such committee may be removed at
                  any time with or without cause by resolution adopted by a
                  majority of the Board of Directors.


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<PAGE>

Section 8.        Vacancies: Any vacancy in any such committee may be filled by
                  resolution adopted by a majority of the Board of Directors.

Section 9.        Procedure: Any such committee shall elect a presiding officer
                  from among its members and may fix its own rules of procedure
                  which shall not be inconsistent with these bylaws. It shall
                  keep regular minutes of its proceedings and report the same to
                  the Board of Directors for its information at the meeting
                  thereof held next after the proceedings shall have been taken.

Section 10.       Meeting by Telephone: Any one or more members of any such
                  committee may participate in a meeting of the committee by
                  means of a conference telephone or similar communications
                  device which allows all persons participating in the meeting
                  to hear each other and such participation in a meeting shall
                  be deemed presence in person at such meeting.

                             ARTICLE VI. - OFFICERS

Section 1.        Number: The officers of the corporation shall consist of a
                  President, a Secretary, a Treasurer, and such Executive Vice
                  Presidents, Senior Vice Presidents, Vice Presidents, Assistant
                  Secretaries, Assistant Treasurers and other officers as the
                  Board of Directors may from time to time elect. Any two or
                  more offices may be held by the same person, except the
                  offices of President and Secretary may not be held by the same
                  person.

Section 2.        Election and Term: The officers of the corporation shall be
                  selected by the Board of Directors. Such elections may be held
                  at any regular or special meeting of the Board. Each officer
                  shall hold office for a period of one year or until his death,
                  resignation, retirement, removal, disqualification or his
                  successor is elected and qualifies.

Section 3.        Removal: Any officer or agent elected or appointed by the
                  Board of Directors may be removed by the Board with or without
                  cause; but such removal shall be without prejudice to the
                  contract rights, if any, of the person so removed.

Section 4.        President: The President, subject to the control of the Board
                  of Directors, shall supervise and control the management of
                  the corporation in accordance with these bylaws. He shall
                  preside at all meetings of shareholders and directors. He
                  shall sign, with any other proper officer, certificates for
                  shares of the corporation and any deeds, mortgages, bonds,
                  contracts, or other instruments which may be lawfully executed
                  on behalf of the corporation, except where required or
                  permitted by law to be otherwise signed and executed and
                  except where the signing and execution thereof shall be
                  delegated by the Board of Directors to some other officer or
                  agent; and, in general, he shall perform such other duties as
                  may be prescribed by the Board of Directors from time to time.


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<PAGE>

Section 5.        Vice Presidents: The Executive Vice Presidents, Senior Vice
                  Presidents, and Vice Presidents in the order of their
                  election, unless otherwise determined by the Board of
                  Directors, shall, in the absence or disability of the
                  President, perform the duties and exercise the powers of that
                  office. In addition, they shall perform such other duties and
                  have such other powers as the Board of Directors shall
                  prescribe.

Section 6.        Secretary: The Secretary shall keep a correct record of all
                  the proceedings of the meetings of the shareholders and
                  Directors. He shall attend to the giving of notices, have
                  custody of the corporate seal, and affix it to all instruments
                  required to be executed under seal as authorized by the Board
                  of Directors. He shall perform such other duties as are
                  incident to the office of Secretary, and shall have such other
                  powers and duties as may be conferred upon him by the Board of
                  Directors.

Section 7.        Treasurer: The Treasurer shall have charge of all the moneys
                  and securities belonging to the corporation. He shall deposit
                  said property with such banks as the Board of Directors shall
                  designate and in the name of the corporation. He shall keep a
                  record of all receipts and disbursements, and shall have
                  charge of all records of the corporation relating to its
                  finances. He shall perform such other duties as are incident
                  to the office of Treasurer, and shall have such other powers
                  and duties as may be conferred upon him by the Board of
                  Directors.

Section 8.        Assistant Secretaries and Treasurers: The Assistant
                  Secretaries and Assistant Treasurers shall, in the absence or
                  disability of the Secretary or the Treasurer, respectively,
                  perform the duties and exercise the powers of those offices,
                  and they shall, in general, perform such other duties as shall
                  be assigned to them by the Secretary or the Treasurer,
                  respectively, or by the President or the Board of Directors.

Section 9.        Bonds: The Board of Directors may by resolution require any or
                  all officers, agents and employees of the corporation to give
                  bond to the corporation, with sufficient sureties, conditioned
                  on the faithful performance of the duties of their respective
                  offices or positions, and to comply with such other conditions
                  as may from time to time be required by the Board of
                  Directors.

Section 10.       Vacancies: A vacancy in any office because of death,
                  resignation, removal, disqualification, or other reason, may
                  be filled by the Board of Directors for the unexpired portion
                  of the term.

                         ARTICLE VII. - INDEMNIFICATION

Section 1.        Expenses and Liabilities: (a) Any person who at any time
                  serves or has served (1) as a Director, Emeritus Director,
                  officer, employee or agent of the corporation, (2) at the
                  request of the corporation as a Director, Emeritus Director,
                  officer, partner, trustee, employee or agent of another
                  foreign or domestic corporation, partnership,


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<PAGE>

                  joint venture, trust, or other enterprise, or (3) at the
                  request of the corporation as a trustee or administrator under
                  an employee benefit plan, shall have a right to be indemnified
                  by the corporation to the fullest extent from time to time
                  permitted by law against Liability and Expenses in any
                  Proceeding (including without limitation a Proceeding brought
                  by or on behalf of the corporation itself) arising out of his
                  or her status as such or activities in any of the foregoing
                  capacities or results from him being called as a witness at a
                  time when he has not been made a named defendant or respondent
                  to any Proceeding.

                  (b) The Board of Directors of the corporation shall take all
                  such action as may be necessary and appropriate to authorize
                  the corporation to pay the indemnification required by this
                  provision, including without limitation, to the extent needed,
                  making a good faith evaluation of the manner in which the
                  claimant for indemnity acted and of the reasonable amount of
                  indemnity due him.

                  (c) Any person who at any time serves or has served in any of
                  the aforesaid capacities for or on behalf of the corporation
                  shall be deemed to be doing or to have done so in reliance
                  upon, and as consideration for, the rights provided for
                  herein. Any repeal or modification of these indemnification
                  provisions shall not affect any rights or obligations existing
                  at the time of such repeal or modification. The rights
                  provided for herein shall inure to the benefit of the legal
                  representatives of any such person and shall not be exclusive
                  of any other rights to which such person may be entitled apart
                  from this provision.

                  (d) The rights granted herein shall not be limited by the
                  provisions contained in Sections 55-8-51 through 55-8-56 of
                  the North Carolina General Statutes or any successor to such
                  statute.

Section 2.        Advance Payment of Expenses: The Corporation shall (upon
                  receipt of an undertaking by or on behalf of the Director,
                  Emeritus Director, officer, employee or agent involved to
                  repay the Expenses described herein unless it shall ultimately
                  be determined that he or she is entitled to be indemnified by
                  the corporation against such Expenses) pay Expenses incurred
                  by such Director, Emeritus Director, officer, employee or
                  agent in defending a Proceeding or appearing as a witness at a
                  time when he or she has not been named as a defendant or a
                  respondent with respect thereto in advance of the final
                  disposition of such Proceeding.

Section 3.        Insurance: The corporation shall have the power to purchase
                  and maintain insurance on behalf of any person who is or was a
                  Director, Emeritus Director, officer, employee or agent of the
                  corporation, or is or was serving at the request of the
                  corporation as a Director, Emeritus Director, officer,
                  employee or agent of another domestic or foreign corporation,
                  partnership, joint venture, trust or other enterprise or as a
                  trustee or administrator under an employee benefit plan
                  against any liability asserted against him or her and incurred
                  by him or her in any such


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                  capacity, or arising out of his or her status as such, whether
                  or not the corporation would have the power to indemnify him
                  or her against such liability.

Section 4.        Definitions: The following terms as used in this Article shall
                  have the following meanings. "Proceeding" means any
                  threatened, pending or completed action, suit, or proceeding
                  and any appeal therein (and any inquiry or investigation that
                  could lead to such action, suit, or proceeding), whether
                  civil, criminal, administrative, investigative or arbitrative
                  and whether formal or informal. "Expenses" means expenses of
                  every kind, including counsel fees. "Liability" means the
                  obligation to pay a judgment, settlement, penalty, fine
                  (including an excise tax assessed with respect to an employee
                  benefit plan), reasonable expenses incurred with respect to a
                  Proceeding, and all reasonable expenses incurred in enforcing
                  the indemnification rights provided herein. "Director" and
                  "Emeritus Director" include the estate or personal
                  representative of such Director or Emeritus Director.
                  "Corporation" shall include any domestic or foreign
                  predecessor of this corporation in a merger or other
                  transaction in which the predecessor's existence ceased upon
                  consummation of the transaction.

                 ARTICLE VIII. - CONTRACTS, CHECKS AND DEPOSITS

Section 1.        Contracts: The Board of Directors may authorize any officer or
                  officers, agent or agents, to enter into any contract or
                  execute and deliver any instrument on behalf of the
                  corporation and such authority may be general or confined to
                  specific instances.

Section 2.        Checks and Drafts: All checks, drafts or other orders for the
                  payment of money issued in the name of the corporation shall
                  be signed by such officer or officers, agent or agents, of the
                  corporation and in such manner as shall from time to time be
                  determined by resolution of the Board of Directors.

Section 3.        Deposits: All funds of the corporation not otherwise employed
                  shall be deposited from time to time to the credit of the
                  corporation in such depositories as the Board of Directors
                  shall direct.

           ARTICLE IX. - CERTIFICATES FOR SHARES AND TRANSFER THEREOF

Section 1.        Certificates for Shares: Certificates representing shares of
                  the corporation shall be issued, in such form as the Board of
                  Directors shall determine, to every shareholder for the fully
                  paid shares owned by him. These certificates shall be signed
                  by the President or any Vice President, and the Secretary,
                  Assistant Secretary, Treasurer or Assistant Treasurer. They
                  shall be consecutively numbered or otherwise identified; and
                  the name and address of the persons to whom they are issued,
                  with the number of shares and date of issue, shall be entered
                  on the stock transfer books of the corporation.


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Section 2.        Transfer of Shares: Transfer of shares shall be made on the
                  stock transfer books of the corporation only upon surrender of
                  the certificates for the shares sought to be transferred by
                  the record holder thereof or by his duly authorized agent,
                  transferee or legal representative. All certificates
                  surrendered for transfer shall be canceled before new
                  certificates for the transferred shares shall be issued.

Section 3.        Closing Transfer Books and Fixing 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 provide that the stock
                  transfer books shall be closed for a stated period but not to
                  exceed, in any case, fifty days. If the stock transfer books
                  shall be closed for the purpose of determining shareholders
                  entitled to notice or to vote at a meeting of shareholders,
                  such books shall be closed for at least ten days immediately
                  preceding such meeting.

                  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, such record date in any
                  case to be not more than fifty days and, in case of a meeting
                  of shareholders, not less than ten days immediately preceding
                  the date on which the particular action, requiring such
                  determination of shareholders, is to be taken.

                  If the stock transfer books are not closed and no record date
                  is fixed for the determination of shareholders entitled to
                  notice of or to vote at a meeting of shareholders, or
                  shareholders entitled to receive payment of a dividend, the
                  date on which notice of the meeting is mailed or the date on
                  which the resolution of the Board of Directors declaring such
                  dividend is adopted, as the case may be, shall be the record
                  date for such determination of shareholders.

Section 4.        Lost Certificates: The Board of Directors may authorize the
                  issuance of a new certificate in place of a certificate
                  claimed to have been lost or destroyed, upon receipt of an
                  affidavit of such fact from the person claiming the loss or
                  destruction. When authorizing such issuance of a new
                  certificate, the Board may require the claimant to give the
                  corporation a bond in said sum as it may direct to indemnify
                  the corporation against loss from any claim with respect to
                  the certificate claimed to have been lost or destroyed; or the
                  Board may, by resolution reciting that the circumstances
                  justify such action, authorize the issuance of a new
                  certificate without requiring such a bond.

                         ARTICLE X. - GENERAL PROVISIONS

Section 1.        Dividends: The Board of Directors may from time to time
                  declare, and the corporation may pay, dividends on its
                  outstanding shares in the manner and upon the terms and
                  conditions provided by law and by its charter.


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Section 2.        Seal: The seal shall be in the form of a circle with the name
                  of the corporation and N.C. on the circumference and the word
                  "SEAL" in the center as shown by the impress of the corporate
                  seal on the margin of this section of the bylaws.

Section 3.        Waiver of Notice: Whenever any notice is required to be given
                  to any shareholder or Director under the provisions of the
                  North Carolina Business Corporation Act or under the
                  provisions of the charter or bylaws of this corporation a
                  waiver thereof in writing signed by the person or persons
                  entitled to such notice, whether before or after the time
                  stated therein, shall be equivalent to the giving of such
                  notice.

Section 4.        Fiscal Year: Unless otherwise ordered by the Board of
                  Directors by action recorded in the minutes, the fiscal year
                  of the corporation shall end on the Sunday in either January
                  or February closest to January 31.

Section 5.        Amendments: Except as otherwise provided herein, these bylaws
                  may be amended or repealed and new bylaws may be adopted by
                  the affirmative vote of a majority of the Directors then
                  holding office at any regular or special meeting of the Board
                  of Directors.

                  The Board of Directors shall have no power to adopt a bylaw:
                  (1) requiring more than a majority of the voting shares for a
                  quorum at a meeting of shareholders or more than a majority of
                  the votes cast to constitute action of the shareholders,
                  except where higher percentages are required by law; or (2)
                  providing for the management of the corporation other than by
                  the Board of Directors or a committee thereof.

                  No bylaw adopted or amended by the shareholders shall be
                  altered or repealed by the Board of Directors. Notwithstanding
                  any provision contained in these Bylaws to the contrary, the
                  affirmative vote of at least 66 2/3% of the outstanding shares
                  of Common Stock of the corporation shall be required to amend
                  or repeal the following provisions of these Bylaws: Article
                  II, Section 2(b) (Annual Meetings); Article II, Section 4
                  (Special Meetings); Article II, Section 5 (Notice of
                  Meetings); Article III, Section 2 (Directors - Number, Term
                  and Qualifications); or Article III, Section 4 (Directors -
                  Removal).

                  No alteration, amendment or rescission of a bylaw shall be
                  voted upon unless notice thereof has been given in the notice
                  of the meeting or unless all of the Directors of the
                  corporation execute a written waiver of notice stating that
                  action upon the bylaws is to be taken at the meeting, and the
                  original of such waiver shall be recorded in the Minute Book.


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