THIS CERTIFIES that
SPECIMEN
is the owner of
FULLY PAID AND NON-ASSESSABLE COMMON STOCK OF THE PAR VALUE OF $.05 PER SHARE OF
CULP, INC.
transferable on the books of the Corporation by the holder hereof in
person, or by duly authorized attorney, upon surrender of this
Certificate properly endorsed.
This Certificate is not valid unless countersigned by the transfer Agent.
WITNESS the facsimile seal of the Corporation and the facsimile signatures
of its duly authorized officers.
CULP, INC. CORPORATE SEAL NORTH CAROLINA
Dated:
Sharyn M. Andrews RJ Culp II Authorized Signature
Secretary President
CULP, INC.
KEEP THIS CERTIFICATE IN A SAFE PLACE, IF IT IS LOST, STOLEN OR DESTROYED
THE CORPORATION MAY REQUIRE A BOND OF INDEMNITY AS A CONDITION TO THE
ISSUANCE OF A REPLACEMENT CERTIFICATE.
The following abbreviations, when used in the inscription on the face
of this certificate, shall be construed as though they were written out in
full according to applicable laws or regulations:
TEN COM --as tenants in common UNIF GIFT MIN ACT-- ..........Custodian..........
TEN ENT --as tenants by the entireties (Cust) (Minor)
JT TEN --as joint tenants with right of under Uniform Gifts to Minors
survivorship and not as tenants Act..........................
in common (State)
Additional abbreviations may also be used though not in the above list.
For value received, hereby sell, assign and transfer unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE OR ASSIGNEE
Shares of the Common Stock represented
by the within Certificate, and do hereby irrevocably constitute and appoint
Attorney to transfer the said stock on the books of the within-named
Corporation with full power of substitution in the premises.
Dated,
NOTICE: THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME
AS WRITTEN UPON THE FACE OF THE CERTIFICATE, IN EVERY PARTICULAR, WITHOUT
ALTERATION OR ENLARGEMENT, OR ANY CHANGE WHATEVER.
STATE OF
NORTH Department of The
CAROLINA Secretary of State
To all whom these presents shall come, Greetings:
I, Rufus L. Edmisten, Secretary of State of the
State of North Carolina, do hereby certify the following and
hereto attached to be a true copy of
ARTICLES OF INCORPORATION
OF
CULP, INC.
the original of which is now on file and a matter
of record in this office.
IN WITNESS WHEREOF, I have hereunto
set my hand and affixed my seal at the
City of Raleigh, this 26th day of
October, 1993.
/s/ Rufus L. Edmisten
Secretary of State
RESTATED CHARTER OF
CULP INC.
The undersigned corporation, pursuant to action by its Board
of Directors and without a vote of its shareholders, hereby
executes this Restated Charter for the purpose of integrating
into one document its original Articles of Incorporation and all
amendments thereto:
1. The name of the corporation is Culp, Inc.
2. The period of duration of the corporation is perpetual.
3. The purposes for which the corporation is organized are:
(a) To engage in the general business of buying, selling
and otherwise dealing in textiles and textile products.
(b) To buy, sell, rent, lease, own and otherwise deal in
real estate for industrial, commercial, or residential
purposes; to erect and construct homes and commercial
and industrial buildings, to act as rental agents,
sales agents and commission salesmen.
(c) To buy, sell and otherwise deal in and with stocks,
bonds and securities of all kinds and to act as agents
and salesmen for insurance of all types and kinds.
(d) To deal with and in all types and kinds of merchandise,
materials or products at wholesale or retail and to do
business in any other capacity.
(e) To engage in any other lawful activity including, but
not limited to, constructing, manufacturing or
otherwise producing and repairing, servicing, storing
or otherwise caring for any type of structure or
commodity whatsoever; processing, selling, brokering,
factoring or distributing any type of property whether
real or personal; extracting and processing natural
resources; transporting freight or passengers by land,
sea or air; collecting and disseminating information or
advertisement through any medium whatsoever; preforming
personal service of any nature; and entering into or
serving in any type of management, investigative,
advisory, promotional, protective, insurance,
guarantyship, suretyship, fiduciary or representative
capacity or relationship for any persons or
corporations whatsoever; applying for and
-1-
securing copyrights, trademarks, trade names, patents,
processes, inventions and licenses.
4. The corporation shall have the authority to issue
thirty million (30,000,000) shares consisting of twenty million
(20,000,000) shares of common stock with a par value of five
cents ($0.05) per share and ten million (10,000,000) shares of
preferred stock with a par value of five cents ($0.05) per share,
the rights, preferences and limitations of which preferred stock
may be determined from time to time in the discretion of the
Board of Directors.
5. The stated capital of the corporation is Two Hundred
Twenty-One Thousand Two Hundred Ninety-Two Dollars ($221,292).
6. The shareholders of the corporation shall have no
preemptive right to acquire additional or treasury shares of the
corporation.
7. The address of the registered office of the corporation
in the State of North Carolina is 2020 Logan Street, High Point,
Guilford County, North Carolina; and the name of its registered
agent at such address is R. G. Culp, Jr.
8. A director of the corporation shall not be personally
liable to the corporation or its shareholders, whether in an
action brought by or in the right of the corporation or
otherwise, for monetary damages for breach of his duty as
director, except for liability for (i) acts or omissions not made
in good faith that the director at the time of such breach knew
or believed were in conflict with the best interests of the
corporation, (ii) any liability under Section 55-32 of the North
Carolina Business
-2-
Corporation Act, (iii) any transaction from which the director
derived an improper personal benefit, or (iv) acts or omissions
occurring prior to the date this Article became effective
pursuant to the filing of Articles of Amendment with
the Secretary of State of the State of North Carolina in
accordance with Section 55-103 of the North Carolina Business
Corporation Act. If the North Carolina Business Corporation Act
is amended after approval by the shareholders of this Article to
authorize corporate action further eliminating or limiting the
personal liability of directors, then the liability of a director
of the corporation shall be eliminated or limited to the fullest
extent permitted by The North Carolina Business Corporation Act,
as so amended. Any repeal or modification of this paragraph by
the shareholders of the corporation shall not adversely affect
any right or protection of a director of the corporation existing
at the time of such repeal or modification.
9. Except as otherwise expressly provided in this Article:
(i) any merger or consolidation of the corporation
with or into any other corporation; or
(ii) any sale, lease, exchange or other disposition
of all or substantially all of the assets of
the corporation to or with any other
corporation, person or other entity; or
(iii) any issuance or transfer by the corporation of
any of its securities to any other corporation,
person or other entity as part of an exchange
or acquisition of the securities or assets of
such other corporation, person or other entity
shall require the affirmative vote of the holders of at least
two-thirds (2/3) of the outstanding shares of capital stock of
the corporation entitled to vote.
-3-
The provisions of this Article shall not apply to any
transaction described in clauses (i), (ii), or (iii) of this
Article if the transaction has been approved by not less than
sixty percent (60%) of the directors of the corporation. In
considering any such transaction and in exercising its judgement
as to what is in the best interest of the corporation and its
shareholders, the Board of Directors shall give due consideration
to all relevant factors, including without limitation the social
and economic effects on the employees, customers, suppliers and
other constituents of the corporation and its subsidiaries and on
the communities in which the corporation and its subsidiaries
operate or are located.
This Article may not be amended or rescinded except (1) by
the affirmative vote of the holders of at least two-thirds (2/3)
of the outstanding shares of capital stock of the corporation
entitled to vote, or (2) by the affirmative vote of the holders
of at least a majority of such shares if the amendment or
rescission is recommended to the shareholders by the Board of
Directors of the corporation and that recommendation has been
approved by not less than sixty percent (60%) of the directors of
the corporation.
10. This Restated Charter purports merely to restate but
not to change the provisions of the original articles of
incorporation as supplemented and amended; and there is no
discrepancy, other than as expressly permitted by Section 55-105
of the General Statues of North Carolina, between the said
provisions and the provisions of this Restated Charter.
-4-
IN WITNESS THEREOF, this statement is executed by the
____________________ president and secretary of the corporation
this 31st day of December, 1987.
CULP, INC.
__________________________
/s/ Robert G. Culp, III
By: ______________________
___________ President
/s/ Sharyn M. Andrews
By: ______________________
___________ Secretary
-5-
STATE OF NORTH CAROLINA
COUNTY OF GUILFORD
I, Carol D. Briley, a Notary Public, hereby certify that on
this 31st day of December 1987, personally appeared before me
Sharyn M. Andrews and Robert G. Culp, III, each of whom being by
me first duly sworn, declared that he signed the foregoing
document in the capacity indicated, that he was authorized so to
sign, and that the statements therein contained are true.
/s/ Carol D. Briley
__________________________
Notary Public
My commission expires:
3-25-92
(NOTARIAL SEAL)
-6-
March 19, 1991
INDEX OF RESTATED AND AMENDED BYLAWS
OF
CULP, INC.
ARTICLE I.
OFFICES:
Section 1. Principal Office.
Section 2. Registered Office.
Section 3. Other Offices.
ARTICLE II.
MEETINGS OF SHAREHOLDERS:
Section 1. Place of Meetings.
Section 2. Annual Meetings.
Section 3. Substitute Annual Meeting.
Section 4. Special Meetings.
Section 5. Notice of Meetings.
Section 6. Waiver of Notice.
Section 7. Shareholders' List.
Section 8. Voting Group.
Section 9. Quorum.
Section 10. Proxies.
Section 11. Voting of Shares.
Section 12. Informal Action by Shareholders.
Section 13. North Carolina Shareholder Protection Act.
Section 14. North Carolina Control Share Act.
Section 15. Actions To Be Taken at an Annual Meeting of
Shareholders.
ARTICLE III.
BOARD OF DIRECTORS:
Section 1. General Powers.
Section 2. Number, Term and Qualifications.
Section 3. Nomination and Election of Directors.
Section 4. Cumulative Voting.
Section 5. Removal.
Section 6. Vacancies.
Section 7. Chairman of Board.
Section 8. Compensation.
-i-
ARTICLE IV.
MEETINGS OF DIRECTORS:
Section 1. Regular Meetings.
Section 2. Special Meetings.
Section 3. Notice of Meetings.
Section 4. Waiver of Notice.
Section 5. Quorum.
Section 6. Manner of Acting.
Section 7. Presumption of Assent.
Section 8. Action Without Meeting.
Section 9. Committees of the Board.
ARTICLE V.
OFFICERS:
Section 1. Officers of the Corporation.
Section 2. Appointment and Term.
Section 3. Compensation of Officers.
Section 4. Removal.
Section 5. Resignation.
Section 6. Bonds.
Section 7. President.
Section 8. Vice Presidents.
Section 9. Secretary.
Section 10. Assistant Secretaries.
Section 11. Vice President-Finance and Administration.
Section 12. Treasurer.
Section 13. Assistant Treasurers.
ARTICLE VI.
CONTRACTS, LOANS, CHECKS AND DEPOSITS:
Section 1. Contracts.
Section 2. Loans.
Section 3. Checks and Drafts.
Section 4. Deposits.
ARTICLE VII.
SHARES AND THEIR TRANSFER:
Section 1. Certificates for Shares.
Section 2. Transfer of Shares.
Section 3. Lost Certificate.
Section 4. Fixing Record Date.
Section 5. Holder of Record.
Section 6. Shares Held by Nominees.
-ii-
ARTICLE VIII.
INDEMNIFICATION OF DIRECTORS:
Section 1. Indemnification of Directors.
Section 2. Advancement of Expenses.
Section 3. Settlements.
Section 4. Benefit of Provisions.
Section 5. Authorization.
ARTICLE IX.
GENERAL PROVISIONS:
Section 1. Distributions.
Section 2. Seal.
Section 3. Fiscal Year.
Section 4. Amendments.
Section 5. Definitions.
-iii-
RESTATED AND AMENDED BYLAWS
OF
CULP, INC.
as adopted by its Board of Directors on March 19, 1990
ARTICLE I.
OFFICES
Section 1. Principal Office. The principal office of the
corporation shall be located at 101 South Main
Street, High Point, Guilford County, North
Carolina.
Section 2. Registered Office. The registered office of the
corporation required by law to be maintained in
the State of North Carolina may be, but need not
be, identical with the principal office.
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 designate or as the affairs of the
corporation may require from time to time.
ARTICLE II.
MEETINGS OF SHAREHOLDERS
Section 1. Place of Meetings. All meetings of shareholders
shall be held at the principal office of the
corporation, or at such other place, either
within or without the State of North Carolina,
as shall be fixed by the President, the
Secretary or the Board of Directors and desig-
nated in the notice of the meeting.
Section 2. Annual Meetings. The annual meeting of
shareholders shall be held at 9:00 a.m. on the
third Tuesday in September of each year, or at
such time and on such date as the Board of
Directors may determine, 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. If the
third Tuesday in September shall be a legal
holiday, such meeting
shall be held on the next succeeding business day,
unless the Board of Directors shall determine
otherwise.
Section 3. Substitute Annual Meeting. If the annual meeting
shall not be held on the day designated by these
bylaws, a substitute annual meeting may be
called in accordance with the provisions of
Section 4 of this Article II. 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, the Secretary or the Board of
Directors, or by any shareholder pursuant to the
written request of the holders of not less than
one-tenth of all the votes entitled to be cast
on any issue proposed to be considered at the
meeting.
Section 5. Notice of Meetings. Written notice stating the
date, time and place of the meeting shall be
given not less than ten nor more than sixty days
before the date of any shareholders' meeting, by
personal delivery, by telegraph, teletype, or
other form of wire or wireless communication, by
facsimile transmission or by mail or private
carrier, by or at the direction of the Board of
Directors, the President, or the Secretary to
each shareholder of record entitled to vote at
such meeting; provided that such notice must be
given to all shareholders with respect to any
meeting at which a merger or share exchange is
to be considered and in such other instances as
required by law. If mailed, such notice shall
be deemed to be effective when deposited in the
United States mail, correctly addressed to the
shareholder at his address as it appears on the
current record of shareholders of the
corporation, with postage thereon prepaid.
In the case of a special meeting, the notice of
meeting shall include a description of the
purpose or purposes for which the meeting is
called; but, in the case of an annual or substi-
tute annual meeting, the notice of meeting need
not include a description of the purpose or
purposes for which the meeting is called unless
such a description is required by the provisions
of the North Carolina Business Corporation Act.
-2-
When a meeting is adjourned to a different date,
time or place, notice need not be given of the
new date, time or place if the new date, time or
place is announced at the meeting before
adjournment and if a new record date is not
fixed for the adjourned meeting; but if a new
record date is fixed for the adjourned meeting
(which must be done if the new date is more than
120 days after the date of the original
meeting), notice of the adjourned meeting must
be given as provided in this section to persons
who are shareholders as of the new record date.
Section 6. Waiver of Notice. Any shareholder may waive
notice of any meeting before or after the
meeting. The waiver must be in writing, signed
by the shareholder and delivered to the
corporation for inclusion in the minutes or
filing with the corporate records. A
shareholder's attendance, in person or by proxy,
at a meeting (a) waives objection to lack of
notice or defective notice of the meeting,
unless the shareholder or his proxy at the
beginning of the meeting objects to holding the
meeting or transacting business at the meeting;
and (b) waives objection to consideration of a
particular matter at the meeting that is not
within the purpose or purposes described in the
meeting notice, unless the shareholder or his
proxy objects to considering the matter before
it is voted upon.
Section 7. Shareholders' List. Before each meeting of
shareholders, the Secretary of the corporation
shall prepare an alphabetical list of the
shareholders entitled to notice of such meeting.
The list shall be arranged by voting group (and
within each voting group by class or series of
shares) and show the address of and number of
shares held by each shareholder. The 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, for the period beginning two
business days after notice of the meeting is
given and continuing through the meeting, and
shall be available for inspection by any
shareholder, his agent or attorney at any time
during regular business hours. The list shall
also be available at the meeting and shall be
subject to inspection by any shareholder, his
agent or attorney at any
-3-
time during the meeting or any adjournment thereof.
Section 8. Voting Group. All shares of one or more classes
or series that under the articles of
incorporation or the North Carolina Business
Corporation Act are entitled to vote and be
counted together collectively on a matter at a
meeting of shareholders constitute a voting
group. All shares entitled by the articles of
incorporation or the North Carolina Business
Corporation Act to vote generally on a matter
are for that purpose a single voting group.
Classes or series of shares shall not be
entitled to vote separately by voting group
unless expressly authorized by the articles of
incorporation or specifically required by law.
Section 9. Quorum. Shares entitled to vote as a separate
voting group may take action on a matter at the
meeting only if a quorum of those shares exists.
A majority of the votes entitled to be cast on
the matter by the voting group constitutes a
quorum of that voting group for action on that
matter.
Once a share is represented for any purpose at a
meeting, it is deemed present for quorum
purposes for the remainder of the meeting and
for any adjournment of that meeting unless a new
record date is or must be set for that adjourned
meeting.
In the absence of a quorum at the opening of any
meeting of shareholders, such meeting may be
adjourned from time to time by the vote of a
majority of the votes cast on the motion to
adjourn; and, subject to the provisions of
Section 5 of this Article II, at any adjourned
meeting any business may be transacted that
might have been transacted at the original
meeting if a quorum exists with respect to the
matter proposed.
Section 10. Proxies. Shares may be voted either in person or
by one or more proxies authorized by a written
appointment of proxy executed by the shareholder
or by his duly authorized attorney-in-fact. An
appointment of proxy is valid for eleven months
from the date of its execution, unless a
-4-
different period is expressly provided in the
appointment form.
Section 11. Voting of Shares. Subject to the provisions of
Section 4 of Article III, each outstanding share
shall be entitled to one vote on each matter
submitted to a vote at a meeting of
shareholders.
Except in the election of directors as governed
by the provisions of Section 3 of Article III,
if a quorum exists, action on a matter by a
voting group is approved if the votes cast
within the voting group favoring the action
exceed the votes cast opposing the action,
unless a greater vote is required by law or the
articles of incorporation or these bylaws.
Absent special circumstances, shares of the
corporation are not entitled to vote if they
are owned, directly or indirectly, by another
corporation in which the corporation owns,
directly or indirectly, a majority of the shares
entitled to vote for directors of the second
corporation; provided, however, that this
provision does not limit the power of the
corporation to vote its own shares held by it in
a fiduciary capacity.
Section 12. Informal Action by Shareholders. Any action that is
required or permitted to be taken at a meeting
of the shareholders may be taken without a
meeting if one or more written consents,
describing the action so taken, shall be signed
by all of the shareholders who would be entitled
to vote upon such action at a meeting, and
delivered to the corporation for inclusion in
the minutes or filing with the corporate
records.
If the corporation is required by law to give
notice to nonvoting shareholders of action to be
taken by unanimous written consent of the voting
shareholders, then the corporation shall give
the nonvoting shareholders, if any, written
notice of the proposed action at least ten days
before the action is taken.
Section 13. North Carolina Shareholder Protection Act. The
provisions of Article 9 of Chapter 55 of the
General Statutes of North Carolina, entitled
"The North Carolina Shareholder Protection Act,"
shall not apply to the corporation.
-5-
Section 14. North Carolina Control Share Act. The provisions of
Article 9A of Chapter 55 of the General Statutes
of North Carolina, entitled "The North Carolina
Control Share Acquisition Act," shall not apply
to the corporation.
Section 15. Actions To Be Taken at an Annual Meeting of
Shareholders. No business shall be
transacted at an annual meeting of
shareholders, except such business as shall
be (a) specified in the notice of meeting
given as provided in Section 5 of this
Article II, (b) otherwise brought before the
meeting by or at the direction of the Board
of Directors, or (c) otherwise brought before
the meeting by a shareholder of record
of the corporation entitled to vote at
the meeting, in compliance with the
procedure set forth in this Section 15. For
business to be brought before an annual
meeting by a shareholder pursuant to (c)
above, the shareholder must have given timely
notice in writing to the Secretary. To
be timely, a shareholder's notice shall be
delivered to, or mailed and received at,
the principal executive offices of the
corporation not less than sixty days nor
more than ninety days prior to the
meeting; provided, however, that in the
event that less than seventy days' notice
or prior public disclosure of the date of
the meeting is given or made to
shareholders, notice by the shareholder to
be timely must be so received 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 made. Notice shall be
deemed to have been given more than
seventy days in advance of the annual
meeting if the annual meeting is called
on the date indicated by Section 2 of
this Article II without regard to when
public disclosure thereof is made. Notice of
actions to be brought before the annual
meeting pursuant to (c) above shall set forth
as to each 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,
and (b) as to the shareholders giving the
notice, (i) the name and address, as they
appear on the corporation's books, of such
shareholder, (ii) the classes and number
of shares of the corporation which are
owned of record or beneficially by such
shareholder, and
-6-
(iii) any material interest of such shareholder
in such business other than his 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 Section 15. The Chairman of the
meeting shall, if the facts warrant, determine
and declare to the meeting that any business was
not properly brought before the meeting in
accordance with the provisions prescribed by
these bylaws and, if he should so determine, he
shall so declare to the meeting and, to the
extent permitted by law, any such business not
so properly brought before the meeting shall not
be transacted.
ARTICLE III.
BOARD OF DIRECTORS
Section 1. General Powers. All corporate powers shall be
exercised by or under the authority of, and the
business and affairs of the corporation shall be
managed under the direction of, its Board of
Directors.
Section 2. Number, Term and Qualifications. The number of
directors constituting the Board of Directors
shall be not less than nine (9) nor more than
fifteen (15) as may be fixed by resolution duly
adopted by the shareholders at or prior to the
annual meeting at which such directors are to be
elected; and, in the absence of such a
resolution, the number of directors shall be the
number elected at the preceding annual meeting.
Any directorships not filled by the shareholders
shall be treated as vacancies to be filled by
and in the discretion of the Board of Directors.
The directors shall be divided into three
classes, as nearly equal in number as may be, to
serve in the first instance for terms of one,
two and three years, respectively, and until
their successors shall be elected and shall
qualify, and thereafter the successors in each
class of directors shall be elected to serve for
terms of three years and until their successors
shall be elected and shall qualify. In the
event of any increase or decrease in the number
of directors,
-7-
the additional or eliminated directorships
shall be so classified or chosen that all
classes of directors shall remain or become
equal in number, as nearly as may be. Directors
need not be residents of the State of North
Carolina or shareholders of the
corporation.
Section 3. Nomination and Election of Directors. Except as
provided in the corporation's articles of
incorporation or in Section 6 of this Article
III, the directors shall be elected at the
annual meeting of shareholders; and those
persons who receive the highest number of votes
at a meeting at which a quorum is present shall
be deemed to have been elected. If any
shareholder so demands, the 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 for election to the Board of
Directors shall be made by a Nominating
Committee, or by the Board of Directors in the
event the Board elects not to appoint a
Nominating Committee, which election shall rest
in the sole discretion of the Board from year to
year. The Nominating Committee shall consist of
a Chairman, who shall be a member of the Board
of Directors, and two or more shareholders of
the corporation. The Nominating Committee, if
appointed, shall be appointed by the Board of
Directors prior to each annual meeting until the
close of the next annual meeting, and such
appointment shall be announced at each annual
meeting. The Nominating Committee shall make as
many nominations for election to the Board of
Directors as it shall in its discretion
determine, but not less than the number of
vacancies that are to be filled.
Nomination for election of any person to the
Board of Directors may also be made 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, at least (60) days prior to the
date of the annual or special meeting of
shareholders at which such election is to be
held. Such notice of nomination shall include
at least the following information with respect
to the nominee: name, home and business
addresses, and
-8-
telephone numbers, current employment description,
five-year employment description, list of other
directorships held during the past five years and
number of shares of the corporation's capital stock
held of record and beneficially.
Section 4. Cumulative Voting. Every shareholder entitled to
vote at an election of directors shall have the
right to vote the number of shares standing of
record in his name for as many persons as there
are directors to be elected and for whose
election he has a right to vote, or to cumulate
his votes by giving one candidate as many votes
as the number of such directors multiplied by
the number of his shares shall equal, or by
distributing such votes on the same principle
among any number of such candidates. This right
of cumulative voting shall not be exercised
unless some shareholder or proxy holder
announces in open meeting, before the voting for
the directors starts, his intention so to vote
cumulatively; and if such announcement is made,
the chair shall declare that all shares entitled
to vote have the right to vote cumulatively and
shall thereupon grant a recess of not less than
one nor more than four hours, as he shall
determine, or of such other period of time as is
unanimously then agreed upon.
Section 5. Removal. A director may not be removed without
cause. Any director may be removed at any time
for cause by a vote of the shareholders holding
a majority of the outstanding shares entitled to
vote at an election of directors. However,
unless the entire Board of Directors is removed,
an individual director shall not be removed when
the number of shares voting against the proposal
for removal would be sufficient to elect a
director if such shares could be voted
cumulatively at an annual election. If a
director is elected by a voting group of
shareholders, only the shareholders of that
voting group may participate in the vote to
remove him. A director may not be removed by
the shareholders at a meeting unless the notice
of the meeting states that the purpose, or one
of the purposes, of the meeting is removal of
the director. If any directors are so removed,
new directors may be elected at the same
meeting.
-9-
Section 6. Vacancies. Any vacancy occurring in the Board of
Directors, including without limitation a
vacancy resulting from an increase in the number
of directors or from the failure by the
shareholders to elect the full authorized number
of directors, may be filled by the shareholders
or by the Board of Directors, whichever group
shall act first. If the directors remaining in
office do not constitute a quorum, the directors
may fill the vacancy by the affirmative vote of
a majority of all the remaining directors, or by
the sole remaining director, remaining in
office. If the vacant office was held by a
director elected by a voting group, only the
remaining director or directors elected by that
voting group or the holders of shares of that
voting group are entitled to fill the vacancy.
A director elected to fill a vacancy shall be
elected for the unexpired term of his
predecessor in office.
Section 7. Chairman of Board. There may be a Chairman of the
Board of Directors elected by the directors from
their number at any meeting of the Board. The
Chairman shall preside at all meetings of the
Board of Directors and shall perform such other
duties as may be directed by the Board.
Section 8. Compensation. The Board of Directors may provide
for the compensation of directors for their
services as such and for the payment or
reimbursement of any or all expenses incurred by
them in connection with such services.
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
shareholders. In addition, the Board of
Directors may provide, by resolution, the time
and place, either within or without the State of
North Carolina, for the holding of additional
regular meetings.
Section 2. Special Meetings. Special meetings of the Board
of Directors may be called by or at the request
of the President or by any two directors. Such
a meeting may be held either within or without
the
-10-
State of North Carolina, as fixed by the
person or persons calling the meeting.
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 or cause to be given
notice thereof by any usual means of
communication. Such notice need not specify the
purpose for which the meeting is called. Any
duly convened regular or special meeting may be
adjourned by the directors to a later time
without further notice.
Section 4. Waiver of Notice. Any director may waive notice
of any meeting before or after the meeting. The
waiver must be in writing, signed by the
director entitled to the notice and delivered to
the corporation for inclusion in the minutes or
filing with the corporate records. A director's
attendance at or participation in a meeting
waives any required notice of such meeting
unless the director at the beginning of the
meeting, or promptly upon arrival, objects to
holding the meeting or to transacting business
at the meeting and does not thereafter vote for
or assent to action taken at the meeting.
Section 5. Quorum. Unless the articles of incorporation or
these bylaws provide otherwise, a majority of
the number of directors fixed by or pursuant to
these bylaws shall constitute a quorum for the
transaction of business at any meeting of the
Board of Directors.
Section 6. Manner of Acting. Except as otherwise provided in
the articles of incorporation or these bylaws,
including Section 9 of this Article IV, the
affirmative vote of a majority of the directors
present at a meeting at which a quorum is
present shall be the act of the Board of
Directors.
Section 7. Presumption of Assent. A director who is present
at a meeting of the Board of Directors or a
committee of the Board of Directors when
corporate action is taken is deemed to have
assented to the action taken unless (a) he
objects at the beginning of the meeting, or
promptly upon his arrival, to holding it or to
transacting business at the meeting, or (b) his
dissent or abstention from
-11-
the action taken is entered in the minutes
of the meeting, or (c) he files written
notice of his dissent or abstention
with the presiding officer of the meeting
before its adjournment or with the
corporation immediately after the adjournment
of the meeting. Such right of dissent or
abstention is not available to a director
who votes in favor of the action taken.
Section 8. Action Without Meeting. Action required or
permitted to be taken at a meeting of the Board
of Directors may be taken without a meeting if
the action is taken by all members of the Board.
The action must be evidenced by one or more
written consents signed by each director before
or after such action, describing the action
taken, and included in the minutes or filed with
the corporate records. Action so taken is
effective when the last director signs the
consent, unless the consent specifies a
different effective date.
Section 9. Committees of the Board. The Board of Directors may
create an Executive Committee, a Nominating
Committee and other committees of the board and
appoint members of the Board of Directors to
serve on them. The creation of a committee of
the board and appointment of members to it must
be approved by the greater of (a) a majority of
the number of directors in office when the
action is taken or (b) the number of directors
required to take action pursuant to Section 6 of
this Article IV. Each committee of the board
must have two or more members and, to the extent
authorized by law and specified by the Board of
Directors, shall have and may exercise all of
the authority of the Board of Directors in the
management of the corporation. Any vacancy
occurring in a committee shall be filled by the
vote of a majority of the number of directors
fixed by these bylaws at a regular or special
meeting of the Board of Directors. Any member
of a committee may be removed at any time with
or without cause by a majority of the number of
directors fixed by these bylaws. Each committee
shall keep regular minutes of its proceedings
and report to the Board of Directors when
required. If action taken by a committee is not
thereafter formally considered by the Board of
Directors, a director may dissent from such
action by filing his written objection with the
Secretary with reasonable promptness after
learning of such
-12-
action. The provisions in these bylaws
governing meetings, action without meetings,
notice and waiver of notice, and quorum
and voting requirements of the Board of
Directors apply to committees of the Board
of Directors established under this section.
ARTICLE V.
OFFICERS
Section 1. Officers of the Corporation. The officers of the
corporation shall consist of a President, a
Secretary, a Treasurer and such Vice Presidents,
Assistant Secretaries, Assistant Treasurers, and
other officers as may from time to time be
appointed by or under the authority of the Board
of Directors. Any two or more offices may be
held by the same person, but no officer may act
in more than one capacity where action of two or
more officers is required.
Section 2. Appointment and Term. The officers of the
corporation shall be appointed by the Board of
Directors or by a duly appointed officer
authorized by the Board of Directors to appoint
one or more officers or assistant officers.
Each officer shall hold office until his death,
resignation, retirement, removal or
disqualification, or until his successor shall
have been appointed.
Section 3. Compensation of Officers. The compensation of all
officers of the corporation shall be fixed by or
under the authority of the Board of Directors,
and no officer shall serve the corporation in
any other capacity and receive compensation
therefor unless such additional compensation
shall be duly authorized. The appointment of an
officer does not itself create contract rights.
Section 4. Removal. Any officer may be removed by the Board
of Directors at any time with or without cause;
but such removal shall not itself affect the
officer's contract rights, if any, with the
corporation.
Section 5. Resignation. An officer may resign at any time by
communicating his resignation to the
corporation, orally or in writing. A
resignation is effective when communicated
unless it specifies in writing
-13-
a later effective date. If a resignation is
made effective at a later date that is
accepted by the corporation, the Board of
Directors may fill the pending vacancy
before the effective date if the Board
provides that the successor does not take
office until the effective date. An
officer's resignation does not affect the
corporation's contract rights, if any, with
the officer.
Section 6. Bonds. The Board of Directors may by resolution
require any officer, agent, or employee of the
corporation to give bond to the corporation,
with sufficient sureties, conditioned on the
faithful performance of the duties of his
respective office or position, and to comply
with such other conditions as may from time to
time be required by the Board of Directors.
Section 7. Chief Executive Officer. The Chief Executive
Officer shall be the principal executive officer
of the corporation and, subject to the
supervision of the Board of Directors, shall
have the general powers and duties of
supervision and management of the business of
the corporation and its officers and agents,
usually vested in the office of president of a
corporation. The Chief Executive Officer shall
have all such powers with respect to such
business and affairs as may be reasonably
incident to such responsibilities, including,
but not limited to, the power to employ,
discharge, or suspend employees and agents of
the corporation, to fix the compensation of
employees and agents, and to suspend, with or
without cause, any officer of the corporation
pending final action by the Board of Directors
with respect to continued suspension, removal,
or reinstatement of such officer. The Chief
Executive Officer shall have the authority to
institute or defend legal proceedings when the
directors are deadlocked. The Chief Executive
Officer shall sign, with the Secretary, an
Assistant Secretary, or any other proper officer
of the corporation thereunto authorized by the
Board of Directors, certificates for shares of
the corporation, any deeds, mortgages, bonds,
contracts, or other instruments which the Board
of Directors has authorized to be executed,
except in cases where the signing and execution
thereof shall be expressly delegated by the
Board of Directors or by these bylaws to some
other officer or agent of
-14-
the corporation, or shall be required by
law to be otherwise signed or executed. The
Chief Executive Officer shall see that all
orders and resolutions of the Board of
Directors are carried into effect and shall
perform such other duties and have such
other authority and powers as the Board of
Directors may from time to time prescribe.
In addition, the power and authority to
appoint, remove, withdraw officers, or
change titles of officers is delegated to
the Chief Executive Officer, subject to
approval, or disapproval, of the Board
of Directors at their next meeting
following such appointment, removal,
withdrawal, or change of title. The
Chief Executive Officer, when present,
shall preside at all meetings of the
shareholders.
Section 8. President. The President shall have such powers
and duties as may be prescribed from time to
time by the Board of Directors or as may be
delegated from time to time by the Chief
Executive Officer. The President shall exercise
the powers of the Chief Executive Officer during
that officer's absence or inability to act.
With the approval of the Board of Directors, the
same individual may simultaneously occupy both
the office of President and Chief Executive
Officer.
Section 9. Vice Presidents. In the absence of the President
or in the event of his death, inability or
refusal to act, the Vice Presidents in the order
of their length of service as such, unless
otherwise determined by the Board of Directors,
shall perform the duties of the President, and
when so acting shall have all the powers of and
be subject to all the restrictions upon the
President. Any Vice President may sign, with
the Secretary or an Assistant Secretary,
certificates for shares of the corporation; and
shall perform such other duties as from time to
time may be prescribed by the President or Board
of Directors.
Section 10. Secretary. The Secretary shall: (a) keep the
minutes of the meetings of the shareholders, of
the Board of Directors and of all committees in
one or more books provided for that purpose; (b)
see that all notices are duly given in accor-
dance with the provisions of these bylaws or as
required by law; (c) maintain and authenticate
the records of the corporation and be custodian
-15-
of the seal of the corporation and see that the
seal of the corporation is affixed to all
documents the execution of which on behalf of
the corporation under its seal is duly
authorized; (d) keep a register of the post
office address of each shareholder which shall
be furnished to the Secretary by such
shareholder; (e) sign with the President, or a
Vice President, certificates for shares of the
corporation, the issuance of which shall have
been authorized by resolution of the Board of
Directors; (f) maintain and have general charge
of the stock transfer books of the corporation;
(g) keep or cause to be kept in the State of
North Carolina at the corporation's registered
office or principal place of business a record
of the corporation's shareholders, giving the
names and addresses of all shareholders and the
number and class of shares held by each, and
prepare or cause to be prepared shareholder
lists prior to each meeting of shareholders as
required by law; (h) attest the signature or
certify the incumbency or signature of any
officer of the corporation; and (i) in general
perform all duties incident to the office of
Secretary and such other duties as from time to
time may be prescribed by the President or by
the Board of Directors.
Section 11. Assistant Secretaries. In the absence of the
Secretary or in the event of his death,
inability or refusal to act, the Assistant
Secretaries in the order of their length of
service as Assistant Secretary, unless otherwise
determined by the Board of Directors, shall
perform the duties of the Secretary, and when so
acting shall have all the powers of and be
subject to all the restrictions upon the
Secretary. They shall perform such other duties
as may be prescribed by the Secretary, by the
President or by the Board of Directors. Any
Assistant Secretary may sign, with the President
or a Vice President, certificates for shares of
the corporation.
Section 12. Vice President - Chief Financial Officer. The Vice
President - Chief Financial Officer shall have
custody of all funds and securities belonging to
the corporation and shall receive, deposit or
disburse the same under the direction of the
Board of Directors. He shall keep full and
accurate accounts of the finances of the
corporation in books especially provided for
that
-16-
purpose; and he shall cause to be prepared
statements of its assets and liabilities as
of the close of each fiscal year and of the
results of its operations and of changes in
surplus for such fiscal year, all in
reasonable detail, including particulars
as to convertible securities then
outstanding, and shall cause such
statements to be filed at the registered or
principal office of the corporation within
four months after the end of such fiscal
year, and shall mail such statements, or a
written notice of their availability, to
each shareholder within 120 days after
the end of each such fiscal year. The
statement so filed shall be kept available
for inspection by any shareholder for a
period of ten years; and the Vice
President - Chief Financial Officer shall
mail or otherwise deliver a copy of the
latest such statement to any shareholder
upon his written request therefor. The
Vice President - Chief Financial Officer
shall, in general, perform all duties
incident to his office and such other
duties as may be assigned to him from time
to time by the President or by the
Board of Directors.
Section 13. Treasurer. The Treasurer shall, in the absence
or disability of the Vice President - Chief
Financial Officer, perform the duties and
exercise the powers of that office, and shall,
in general, perform such other duties as shall
be assigned to him by the Vice President - Chief
Financial Officer, the President, or the Board
of Directors.
Section 14. Assistant Treasurers. In the absence of the
Treasurer or in the event of his death,
inability or refusal to act, the Assistant
Treasurers in the order of their length of
service as such, unless otherwise determined by
the Board of Directors, shall perform the duties
of the Treasurer, and when so acting shall have
all the powers of and be subject to all the
restrictions upon the Treasurer. They shall
perform such other duties as may be assigned to
them by the Treasurer, by the President or by
the Board of Directors.
-17-
ARTICLE VI.
CONTRACTS, LOANS, 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 in the name of and on behalf of
the corporation, and such authority may be
general or confined to specific instances.
Section 2. Loans. No loans shall be contracted on behalf of
the corporation and no evidence of indebtedness
shall be issued in its name unless authorized by
the Board of Directors. Such authority may be
general or confined to specific instances.
Section 3. 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 the Board of
Directors.
Section 4. 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 may be selected by or under the
authority of the Board of Directors.
ARTICLE VII.
SHARES AND THEIR TRANSFER
Section 1. Certificates for Shares. Certificates representing
shares of the corporation shall be in such form
as shall be determined by the Board of
Directors. The corporation shall issue and
deliver to each shareholder certificates repre-
senting all fully paid shares owned by him.
Certificates shall be signed by the President or
a Vice President and by the Secretary or
Treasurer or an Assistant Secretary or Assistant
Treasurer. All certificates for shares shall be
consecutively numbered or otherwise identified.
The name and address of the person to whom the
shares represented thereby are issued, with the
number and class of shares and the date of
issue, shall be entered on the stock transfer
books of the corporation.
-18-
Section 2. Transfer of Shares. Transfer of shares of the
corporation shall be made only on the stock
transfer books of the corporation by the holder
of record thereof or by his legal
representative, who shall furnish proper
evidence of authority to transfer, or by his
attorney thereunto authorized by power of
attorney duly executed and filed with the
Secretary, and on surrender for cancellation of
the certificate for such shares.
Section 3. Lost Certificate. The Board of Directors may
direct a new certificate to be issued in place
of any certificate theretofore issued by the
corporation claimed to have been lost or
destroyed, upon receipt of an affidavit of such
fact from the person claiming the certificate to
have been lost or destroyed. When authorizing
such issue of a new certificate, the Board of
Directors shall require that the owner of such
lost or destroyed certificate, or his legal
representative, give the corporation a bond in
such sum and with such surety or other security
as the Board may direct as indemnity against any
claim that may be made against the corporation
with respect to the certificate claimed to have
been lost or destroyed, except where the Board
of Directors by resolution finds that in the
judgment of the directors the circumstances
justify omission of a bond.
Section 4. Fixing Record Date. The Board of Directors may fix
a past or future date as the record date for one
or more voting groups in order to determine the
shareholders entitled to notice of or to vote at
any meeting of shareholders or any adjournment
thereof, to demand a special meeting or to take
any other action. Such record date may not be
more than seventy days before the meeting or
action requiring a determination of share-
holders. A determination of shareholders
entitled to notice of or to vote at a
shareholders' meeting is effective for any
adjournment of the meeting unless the Board of
Directors fixes a new record date for the
adjourned meeting, which it must do if the
meeting is adjourned to a date more than 120
days after the date fixed for the original
meeting.
If no record date is fixed by the Board of
Directors for the determination of shareholders
entitled to notice of or to vote at a meeting of
-19-
shareholders, the close of business on the day
before the first notice of the meeting is
delivered to shareholders shall be the record
date for such determination of shareholders.
The Board of Directors may fix a date as the
record date for determining shareholders
entitled to a distribution or share dividend.
If no record date is fixed by the Board of
Directors for such determination, it is the date
the Board of Directors authorizes the
distribution or share dividend.
Section 5. Holder of Record. Except as otherwise required by
law, the corporation may treat the person in
whose name the shares stand of record on its
books as the absolute owner of the shares and
the person exclusively entitled to receive
notification and distributions, to vote and to
otherwise exercise the rights, powers and
privileges of ownership of such shares.
Section 6. Shares Held by Nominees. The corporation shall
recognize the beneficial owner of shares
registered in the name of a nominee as the owner
and shareholder of such shares for certain
purposes if the nominee in whose name such
shares are registered files with the Secretary a
written certificate in a form prescribed by the
corporation, signed by the nominee, indicating
the following: (i) the name, address and
taxpayer identification number of the nominee,
(ii) the name, address and taxpayer
identification number of the beneficial owner,
(iii) the number and class or series of shares
registered in the name of the nominee as to
which the beneficial owner shall be recognized
as the shareholder and (iv) the purposes for
which the beneficial owner shall be recognized
as the shareholder.
The purposes for which the corporation shall
recognize the beneficial owner as the
shareholder may include the following: (i)
receiving notice of, voting at and otherwise
participating in shareholders' meetings; (ii)
executing consents with respect to the shares;
(iii) exercising dissenters' rights under
Article 13 of the Business Corporation Act; (iv)
receiving distributions and share dividends with
respect to the shares, (v) exercising inspection
rights;
-20-
(vi) receiving reports, financial
statements, proxy statements and
other communications from the
corporation; (vii) making any demand upon
the corporation required or permitted by
law; and (viii) exercising any other rights
or receiving any other benefits of a
shareholder with respect to the shares.
The certificate shall be effective ten (10)
business days after its receipt by the
corporation and until it is changed by the
nominee, unless the certificate specifies a
later effective time or an earlier termination
date.
If the certificate affects less than all of the
shares registered in the name of the nominee,
the corporation may require the shares affected
by the certificate to be registered separately
on the books of the corporation and be
represented by a share certificate that bears a
conspicuous legend stating that there is a
nominee certificate in effect with respect to
the shares represented by that share
certificate.
ARTICLE VIII.
INDEMNIFICATION OF DIRECTORS
Section 1. Indemnification of Directors. The corporation shall
indemnify and hold harmless any person who at
any time serves or has served as a director of
the corporation to the fullest extent from time
to time permitted by law in the event such
person is made, or threatened to be made, a
party to any pending, threatened or completed
civil, criminal, administrative, investigative
or arbitrative action, suit or proceeding, and
any appeal therein (and any inquiry or
investigation that could lead to such action,
suit or proceeding), whether or not brought by
or on behalf of the corporation, by reason of
the fact that he is or was a director, officer,
employee or agent of the corporation or serves
or served any other enterprise (including
service as trustee or administrator under any
employee benefit plan of the corporation or of
any wholly owned subsidiary of the corporation)
as a director, officer, employee or agent at the
request of the corporation. The rights of any
director or former director hereunder shall, to
the fullest
-21-
extent from time to time permitted by law,
cover all liability and expense,
including without limitation all attorneys'
fees and expenses, judgments, fines,
excise taxes and, subject to Section 3 of
this Article VIII, amounts paid in
settlement, and all expenses incurred by
such director or former director in
enforcing his or her rights hereunder.
Section 2. Advancement of Expenses. To the fullest extent from
time to time permitted by law, the corporation
shall pay the expenses of any person who at any
time serves or has served as a director of the
corporation or of any wholly owned subsidiary of
the corporation, including attorneys' fees and
expenses, incurred in defending any action, suit
or proceeding described in Section 1 of this
Article VIII in advance of the final disposition
of such action, suit or proceeding.
Section 3. Settlements. The corporation shall not be liable
to indemnify any such director or former
director for any amounts paid in settlement of
any proceeding effected without the
corporation's written consent. The corporation
will not unreasonably withhold its consent in
any proposed settlement.
Section 4. Benefit of Provisions. The rights set forth in
this Article VIII shall inure to the benefit of
any such director or former director, whether or
not he is an officer, director, employee or
agent at the time such liabilities or expenses
are imposed or incurred, and whether or not the
claim asserted against him is based upon matters
that antedate the date of adoption of this
Article VIII, and in the event of his death
shall extend to his legal representative. The
rights of directors and former directors under
this Article VIII shall be in addition to and
not exclusive of any other rights to which they
may be entitled under any statute, agreement,
insurance policy or otherwise. Any person who
at any time after the adoption of this Article
VIII serves or has served in any of the
capacities described herein 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 of indemnification
provided herein.
-22-
Section 5. Authorization. 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 Article VIII, including without
limitation, to the extent needed, making a
determination that indemnification is
permissible in the circumstances and making a
good faith evaluation of the manner in which the
claimant for indemnity acted and of the
reasonable amount of indemnity due him. The
Board of Directors may appoint a committee or
special counsel to make such determination and
evaluation. To the extent needed, the Board of
Directors shall give notice to, and obtain
approval by, the shareholders of the corporation
for any decision to indemnify.
ARTICLE IX.
GENERAL PROVISIONS
Section 1. Distributions. The Board of Directors may from
time to time authorize, and the corporation may
grant, distributions and share dividends to its
shareholders pursuant to law and subject to the
provisions of its articles of incorporation.
Section 2. Seal. The corporate seal of the corporation
shall consist of two concentric circles between
which is the name of the corporation and in the
center of which is inscribed SEAL; and such
seal, as impressed on the margin hereof, is
hereby adopted as the corporate seal of the
corporation.
Section 3. Fiscal Year. The fiscal year of the corporation
shall be fixed by the Board of Directors.
Section 4. Amendments. Except as otherwise provided herein,
in the articles of incorporation or by law,
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 by the
shareholders, except where higher percentages
are
-23-
required by law; (2) providing for the
management of the corporation otherwise than
by the Board of Directors or its
committees; (3) increasing or decreasing
the number of directors; (4) classifying
and staggering the election of directors.
No bylaw adopted, amended or repealed by the
shareholders shall be readopted, amended or
repealed by the Board of Directors, unless the
articles of incorporation or a bylaw adopted by
the shareholders authorizes the Board of
Directors to adopt, amend or repeal that
particular bylaw or the bylaws generally.
Section 5. Definitions. Unless the context otherwise
requires, terms used in these bylaws shall have
the meanings assigned to them in the North
Carolina Business Corporation Act to the extent
defined therein.
-24-
EXHIBIT B
RESOLVED, that the proposed financing in an aggregate amount
of $22,500,000 with First Union National Bank of North Carolina
and Wachovia Bank and Trust Company on the terms proposed be, and
the same hereby is, approved in principle and that the
appropriate officers of the company be, and they hereby are,
authorized, acting with the advice of counsel, to execute and
deliver, on behalf of the company, appropriate loans and other
documents in connection with such financing, subject, however, to
the prior review by the Board of Directors of the restrictive
covenants and other material terms of the financing.
STATE OF
NORTH Department of The
CAROLINA Secretary of State
To all whom these presents shall come, Greetings:
I, Rufus L. Edmisten, Secretary of State of the
State of North Carolina, do hereby certify the following and
hereto attached to be a true copy of
ARTICLES OF AMENDMENT
OF
CULP, INC.
the original of which was filed in this office on the
27th day of December, 1994.
IN WITNESS WHEREOF, I have hereunto
set my hand and affixed my seal at the
City of Raleigh, this 27th day of
December, 1994.
Secretary of State
ARTICLES OF AMENDMENT
OF
CULP, INC.
The undersigned corporation hereby submits these Articles of
Amendment for the purpose of amending its articles of incorporation:
1. The name of the corporation is Culp, Inc.
2. The following amendment to the articles of
incorporation of the corporation was adopted by its shareholders
on the 20th day of September, 1994, in the manner prescribed by
law:
The Articles of Incorporation shall be amended by
deleting Article 4 in its entirety and substituting the
following text as Article 4:
4. The corporation shall have the authority to issue
fifty million (50,000,000) shares consisting of forty
million (40,000,000) shares of common stock with a par
value of five cents ($0.05) per share and ten million
(10,000,000) shares of preferred stock with a par value
of five cents ($0.05) per share, the rights,
preferences and limitations of which preferred stock
may be determined from time to time in the discretion
of the Board of Directors.
3. These articles will become effective upon filing.
This the 21st day of December, 1994.
CULP, INC.
/s/ Robert G. Culp, III
By: ___________________________
Robert G. Culp, III
Chief Executive Officer
(Robinson, Bradshaw & Hinson, P.A. Letterhead appears here)
September 21, 1995
Culp, Inc.
101 South Main Street
High Point, North Carolina 27261-2686
Attn: Mr. Robert G. Culp, III
Re: Performance-Based Option Plan/Registration
Statement on Form S-8
Ladies and Gentlemen:
We have served as counsel to Culp, Inc. (the "Company") in
connection with the preparation by the Company of a registration
statement on Form S-8 (the "Registration Statement") for filing
with the Securities and Exchange Commission (the "Commission")
under the Securities Act of 1933, as amended, relating to the
offer and sale of up to 128,000 shares of the Company's common
stock, par value $.05 (the "Shares"), to be issued pursuant to
the Company's Performance-Based Option Plan (the "Option Plan").
We have examined the Company's Amended Articles of
Incorporation filed with the Office of the Secretary of State of
the State of North Carolina on December 27, 1994 and the bylaws
of the Company (collectively, the "Charter and Bylaws"), records
of corporate proceedings relating to the authorization, issuance
and sale of the Shares, and such other documents and records as
we have deemed necessary in order to enable us to furnish this
opinion.
Based upon the foregoing, and subject to the conditions set
forth below, we are of the opinion that the Shares, when issued
and sold by the Company pursuant to the terms and conditions of
the Option Plan, will be legally issued, fully paid and non-
assessable, and will represent validly authorized and outstanding
shares of the common stock of the Company.
We have assumed that the Company and those employees
qualifying for purchases of Shares under the Option Plan will
have complied with the relevant requirements of the Option Plan
and that all prescribed filings with regulatory authorities,
including any
Culp, Inc.
September 21, 1995
Page 2
_________________________
stock exchanges having jurisdiction, will be effected in
accordance with their respective requirements and that the
approvals of such regulatory authorities, including any stock
exchanges having jurisdiction, will have been granted prior
to the issuance of any of the Shares.
The opinions expressed herein are contingent upon the
Registration Statement, as amended, becoming effective under the
Securities Act of 1933 and the Charter and Bylaws not being
amended prior to the issuance of the Shares.
We hereby consent to the filing of a copy of this opinion as
an exhibit to the Registration Statement.
This opinion is limited to the laws of the State of North
Carolina, and we express no opinion herein as to matters governed
by any other laws.
Sincerely,
ROBINSON, BRADSHAW & HINSON, P.A.
/s/ Benjamin W. Baldwin
Benjamin W. Baldwin
BWB/rab
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors
Culp, Inc.:
We consent to incorporation by reference in this Registration
Statement on Form S-8 of Culp, Inc. of our report dated June 1,
1995, relating to the consolidated balance sheets of Culp, Inc.
as of April 30, 1995 and May 1, 1994, and the related
consolidated statements of income, shareholders' equity and cash
flows for each of the years in the three-year period ended April
30, 1995 which report is incorporated by reference in the April
30, 1995 annual report on Form 10-K of Culp, Inc.
Our report refers to the adoption of the provisions of the
Financial Accounting Standards Board s Statement of Financial
Accounting Standards No. 109, "Accounting for Income Taxes," in
1994.
KPMG PEAT MARWICK LLP
Greensboro, North Carolina
September 18, 1995
POWER OF ATTORNEY
THE UNDERSIGNED director of Culp, Inc. (the "Company")
hereby appoints Franklin N. Saxon as the undersigned's lawful
agent and attorney-in-fact, with full power of substitution and
resubstitution, for and on behalf and in the name of the
undersigned, to execute and file with the Securities and Exchange
Commission (the "Commission") a registration statement on Form S-
8 pursuant to the Securities Act of 1933, as amended (the "Act"),
for the purpose of registering shares to be issued upon the
exercise of options granted under the Company's 1993 Stock Option
Plan (the "Plan") and the resale of such shares by affiliates of
the Company, and any and all amendments, including post-effective
amendments, and exhibits to such registration statement, and any
and all applications or other documents to be filed with the
Commission or elsewhere pertaining to such registration statement
or amendments, with full power and authority to take or cause to
be taken all other actions which in the judgment of such person
may be necessary or appropriate to effect the registration under
the Act of the shares of the Company's common stock offered or to
be offered pursuant to the Plan, and the resale of such shares by
affiliates.
EXECUTED on the 18th day of August, 1995.
/s/ Andrew W. Adams
___________________________________
Andrew W. Adams
POWER OF ATTORNEY
THE UNDERSIGNED director of Culp, Inc. (the "Company")
hereby appoints Franklin N. Saxon as the undersigned's lawful
agent and attorney-in-fact, with full power of substitution and
resubstitution, for and on behalf and in the name of the
undersigned, to execute and file with the Securities and Exchange
Commission (the "Commission") a registration statement on Form S-
8 pursuant to the Securities Act of 1933, as amended (the "Act"),
for the purpose of registering shares to be issued upon the
exercise of options granted under the Company's 1993 Stock Option
Plan (the "Plan") and the resale of such shares by affiliates of
the Company, and any and all amendments, including post-effective
amendments, and exhibits to such registration statement, and any
and all applications or other documents to be filed with the
Commission or elsewhere pertaining to such registration statement
or amendments, with full power and authority to take or cause to
be taken all other actions which in the judgment of such person
may be necessary or appropriate to effect the registration under
the Act of the shares of the Company's common stock offered or to
be offered pursuant to the Plan, and the resale of such shares by
affiliates.
EXECUTED on the 17th day of August, 1995.
/s/ Baxter P. Freeze, Sr.
___________________________________
Baxter P. Freeze, Sr.
POWER OF ATTORNEY
THE UNDERSIGNED director of Culp, Inc. (the "Company")
hereby appoints Franklin N. Saxon as the undersigned's lawful
agent and attorney-in-fact, with full power of substitution and
resubstitution, for and on behalf and in the name of the
undersigned, to execute and file with the Securities and Exchange
Commission (the "Commission") a registration statement on Form S-
8 pursuant to the Securities Act of 1933, as amended (the "Act"),
for the purpose of registering shares to be issued upon the
exercise of options granted under the Company's 1993 Stock Option
Plan (the "Plan") and the resale of such shares by affiliates of
the Company, and any and all amendments, including post-effective
amendments, and exhibits to such registration statement, and any
and all applications or other documents to be filed with the
Commission or elsewhere pertaining to such registration statement
or amendments, with full power and authority to take or cause to
be taken all other actions which in the judgment of such person
may be necessary or appropriate to effect the registration under
the Act of the shares of the Company's common stock offered or to
be offered pursuant to the Plan, and the resale of such shares by
affiliates.
EXECUTED on the 18th day of August, 1995.
/s/ Earl M. Honeycutt
____________________________________
Earl M. Honeycutt
POWER OF ATTORNEY
THE UNDERSIGNED director of Culp, Inc. (the "Company")
hereby appoints Franklin N. Saxon as the undersigned's lawful
agent and attorney-in-fact, with full power of substitution and
resubstitution, for and on behalf and in the name of the
undersigned, to execute and file with the Securities and Exchange
Commission (the "Commission") a registration statement on Form S-
8 pursuant to the Securities Act of 1933, as amended (the "Act"),
for the purpose of registering shares to be issued upon the
exercise of options granted under the Company's 1993 Stock Option
Plan (the "Plan") and the resale of such shares by affiliates of
the Company, and any and all amendments, including post-effective
amendments, and exhibits to such registration statement, and any
and all applications or other documents to be filed with the
Commission or elsewhere pertaining to such registration statement
or amendments, with full power and authority to take or cause to
be taken all other actions which in the judgment of such person
may be necessary or appropriate to effect the registration under
the Act of the shares of the Company's common stock offered or to
be offered pursuant to the Plan, and the resale of such shares by
affiliates.
EXECUTED on the 17th day of August, 1995
/s/ Bland W. Worley
____________________________________
Bland W. Worley
POWER OF ATTORNEY
THE UNDERSIGNED director of Culp, Inc. (the "Company")
hereby appoints Franklin N. Saxon as the undersigned's lawful
agent and attorney-in-fact, with full power of substitution and
resubstitution, for and on behalf and in the name of the
undersigned, to execute and file with the Securities and Exchange
Commission (the "Commission") a registration statement on Form S-
8 pursuant to the Securities Act of 1933, as amended (the "Act"),
for the purpose of registering shares to be issued upon the
exercise of options granted under the Company's 1993 Stock Option
Plan (the "Plan") and the resale of such shares by affiliates of
the Company, and any and all amendments, including post-effective
amendments, and exhibits to such registration statement, and any
and all applications or other documents to be filed with the
Commission or elsewhere pertaining to such registration statement
or amendments, with full power and authority to take or cause to
be taken all other actions which in the judgment of such person
may be necessary or appropriate to effect the registration under
the Act of the shares of the Company's common stock offered or to
be offered pursuant to the Plan, and the resale of such shares by
affiliates.
EXECUTED on the 17th day of August, 1995.
/s/ Patrick H. Norton
____________________________________
Patrick H. Norton
POWER OF ATTORNEY
THE UNDERSIGNED director of Culp, Inc. (the "Company")
hereby appoints Franklin N. Saxon as the undersigned's lawful
agent and attorney-in-fact, with full power of substitution and
resubstitution, for and on behalf and in the name of the
undersigned, to execute and file with the Securities and Exchange
Commission (the "Commission") a registration statement on Form S-
8 pursuant to the Securities Act of 1933, as amended (the "Act"),
for the purpose of registering shares to be issued upon the
exercise of options granted under the Company's 1993 Stock Option
Plan (the "Plan") and the resale of such shares by affiliates of
the Company, and any and all amendments, including post-effective
amendments, and exhibits to such registration statement, and any
and all applications or other documents to be filed with the
Commission or elsewhere pertaining to such registration statement
or amendments, with full power and authority to take or cause to
be taken all other actions which in the judgment of such person
may be necessary or appropriate to effect the registration under
the Act of the shares of the Company's common stock offered or to
be offered pursuant to the Plan, and the resale of such shares by
affiliates.
EXECUTED on the 17th day of August, 1995.
/s/ Judith C. Walker
____________________________________
Judith C. Walker
POWER OF ATTORNEY
THE UNDERSIGNED director of Culp, Inc. (the "Company")
hereby appoints Franklin N. Saxon as the undersigned's lawful
agent and attorney-in-fact, with full power of substitution and
resubstitution, for and on behalf and in the name of the
undersigned, to execute and file with the Securities and Exchange
Commission (the "Commission") a registration statement on Form S-
8 pursuant to the Securities Act of 1933, as amended (the "Act"),
for the purpose of registering shares to be issued upon the
exercise of options granted under the Company's 1993 Stock Option
Plan (the "Plan") and the resale of such shares by affiliates of
the Company, and any and all amendments, including post-effective
amendments, and exhibits to such registration statement, and any
and all applications or other documents to be filed with the
Commission or elsewhere pertaining to such registration statement
or amendments, with full power and authority to take or cause to
be taken all other actions which in the judgment of such person
may be necessary or appropriate to effect the registration under
the Act of the shares of the Company's common stock offered or to
be offered pursuant to the Plan, and the resale of such shares by
affiliates.
EXECUTED on the 28th day of August, 1995.
/s/ Earl N. Phillips, Jr.
____________________________________
Earl N. Phillips, Jr.
POWER OF ATTORNEY
THE UNDERSIGNED director of Culp, Inc. (the "Company")
hereby appoints Franklin N. Saxon as the undersigned's lawful
agent and attorney-in-fact, with full power of substitution and
resubstitution, for and on behalf and in the name of the
undersigned, to execute and file with the Securities and Exchange
Commission (the "Commission") a registration statement on Form S-
8 pursuant to the Securities Act of 1933, as amended (the "Act"),
for the purpose of registering shares to be issued upon the
exercise of options granted under the Company's 1993 Stock Option
Plan (the "Plan") and the resale of such shares by affiliates of
the Company, and any and all amendments, including post-effective
amendments, and exhibits to such registration statement, and any
and all applications or other documents to be filed with the
Commission or elsewhere pertaining to such registration statement
or amendments, with full power and authority to take or cause to
be taken all other actions which in the judgment of such person
may be necessary or appropriate to effect the registration under
the Act of the shares of the Company's common stock offered or to
be offered pursuant to the Plan, and the resale of such shares by
affiliates.
EXECUTED on the 22nd day of August, 1995.
/s/ Howard L. Dunn, Jr.
____________________________________
Howard L. Dunn, Jr.
CULP, INC.
PERFORMANCE-BASED OPTION PLAN
1. Purpose of Plan. This Performance-Based Option Plan
(the "Plan") is intended to increase the incentive for
participants to contribute to the success of Culp, Inc. and its
subsidiaries ("Culp") and to reward them for their contribution
to that success.
2. Shares Subject to Plan. The options granted under this
Plan will be options to acquire shares of Culp's common stock,
$.05 par value. The maximum number of shares that may be issued
pursuant to this Plan is 128,000.
3. Administration of Plan. The Compensation Committee
(the "Committee") of Culp's Board of Directors will administer
the Plan. Except to the extent permitted under Rule 16b-3
promulgated under the Securities Exchange Act of 1934, during the
year prior to commencement of service on the Committee, the
Committee members will not have participated in or received
securities under, and while serving and for one year after
serving on the Committee, such members shall not receive
securities under or be eligible for selection as persons to whom
shares may be transferred or to whom stock options may be granted
under, the Plan or any other discretionary plan of Culp (or an
affiliate of Culp) under which participants are entitled to
acquire shares, stock options or stock appreciation rights of
Culp (or an affiliate of Culp).
The Committee, in addition to any other powers granted to it
hereunder, shall have the powers, subject to the expressed
provisions of the Plan:
(a) in its discretion, to determine the Employees
(defined in Section 4(a) hereof) to receive options, the
times when options shall be granted, the times when options
may be exercised, the number of shares to be subject to each
option, and any restrictions on the transfer or ownership of
shares purchased pursuant to an option;
(b) to prescribe, amend and repeal rules and
regulations of general application relating to the Plan;
(c) to construe and interpret the Plan;
(d) to require of any person exercising an option
granted under the Plan, at the time of such exercise, the
execution of any paper or making or any representation or
the giving of any commitment that the Committee shall, in
its discretion, deem necessary or advisable by reason of the
securities laws of the United States or any State, or the
execution of any paper or the payment of any sum of money in
respect of taxes or the undertaking to pay or have paid any
such sum that the Committee shall, in its discretion, deem
necessary by reason of the Internal Revenue Code or any rule
or regulation thereunder, or by reason of the tax laws of
any State;
(e) to amend stock options previously granted and
outstanding, but no amendment to any such agreement shall be
made without the consent of the optionee if such amendment
would adversely affect the rights of the optionee under his
stock option agreement; and no amendment shall be made to
any stock option agreement that would cause the inclusion
therein of any term or provision inconsistent with the Plan;
and
(f) to make all other determinations necessary or
advisable for the administration of the Plan.
Determinations of the Committee with respect to the matters
referred to in this section shall be conclusive and binding
on all persons eligible to participate under the Plan and
their legal representatives and beneficiaries. The
Committee shall have full authority to act with respect to
the participation of any Employee, and nothing in the Plan
shall be construed to be in derogation of such authority.
The Committee may designate selected Committee members or
employees of Culp to assist the Committee in the administration
of the Plan and may grant authority to such persons to execute
documents, including options, on behalf of the Committee, subject
in each such case to the requirements of Rule 16b-3 promulgated
under the Securities Exchange Act of 1934, as amended.
Decisions and determinations of the Committee on all matters
relating to the Plan shall be in its sole discretion and shall be
conclusive. No member of the Committee, nor any person
authorized to act on behalf of the Committee, shall be liable for
any action taken or decision made in good faith relating to the
Plan or any award thereunder.
4. Grant of Option to Employees.
(a) Employees to Whom Options May Be Granted. The
Committee may grant an option to any employee of Culp who is a
corporate officer or who is determined by the Committee to be a
key senior manager ("Employee"). In determining which Employees
will be granted an option, the Committee shall consider the
duties of the Employees, their present and potential
contributions to the success of Culp, and such other factors as
the Committee deems relevant in connection with accomplishing the
purposes of the Plan.
-2-
(b) Number of Shares. The Committee may grant to an
Employee an option to purchase such number of shares as the
Committee may chose.
(c) Exercise Price. The exercise price with respect to
each option granted hereunder will be $.05, the par value of the
company's stock.
(d) Date of Grants; Term of Options. On June 21, 1994, the
Committee will grant to Employees hereunder options to purchase
128,000 shares, all of which options will be on the terms
specified on Schedule 4(d) attached hereto.
5. Exercise. An option granted hereunder may be exercised
as to part or all of the shares covered thereby. During the
participant's lifetime, only the participant or his legal
guardian may exercise an option granted to the participant. If a
participant dies prior to the expiration date of an option
granted to him, without having exercised his option as to all of
the shares covered thereby, the option may be exercised by the
estate or a person who acquired the right to exercise the option
by bequest or inheritance or by reason of the death of the
Employee.
6. Payment of Exercise Price. The exercise price will be
payable upon exercise of the option to purchase shares. Payment
of the exercise price shall be made in cash or, to the extent
permitted by the Committee and as set forth in the Memorandum of
Option, with shares of Culp common stock, valued at the fair
market value on the date of exercise, delivered to or withheld by
Culp at the time of exercise.
7. Transferability. No option granted hereunder may be
transferred by the participant except by will or by the laws of
descent and distribution, upon the death of the participant.
8. Memorandum of Option. The Committee will deliver to
each participant to whom an option is granted a Memorandum of
Option, stating the terms of the option.
9. Capital Adjustments. The number of shares of common
stock covered by each outstanding option granted under the Plan,
and the option price thereof, will be subject to an appropriate
and equitable adjustment, as determined by the Committee, to
reflect any stock dividend, stock split or share combination, and
will be subject to such adjustment as the Committee may deem
appropriate to reflect any exchange of shares, recapitalization,
merger, consolidation, separation, reorganization, liquidation or
the like, of or by Culp.
-3-
10. Amendment or Discontinuance. The Plan may be amended,
altered or discontinued by the Board of Directors of Culp. No
termination or amendment of the Plan shall materially and
adversely affect any rights or obligations of the holder of an
option theretofore granted under the Plan without his consent.
11. Effect of the Plan. Neither the adoption of this Plan
nor any action of the Board or the Committee shall be deemed to
give any person any right to be granted an option to purchase
common stock of Culp or any other rights hereunder except as may
be expressly granted by the Committee and evidenced by a
Memorandum of Option described in Section 8.
12. Effectiveness of the Plan; Duration. The Plan shall be
effective upon the approval of the Plan by the Board of Directors
of Culp, but the Plan shall be subject to approval by the vote of
the holders of a majority of the shares of stock of Culp entitled
to vote. The Committee shall grant options as contemplated in
Section 4(d) before submission of the Plan to the shareholders
for their approval, but if such approval is not obtained within
six months of the approval by the Board of Directors, then the
Plan shall terminate and any options theretofore granted shall be
void. No options may be granted under this Plan except the
initial grants as contemplated in Section 4(d).
-4-
Schedule 4(d)
1. Vesting/Exercisability. Except as provided below, the
options would not become exercisable until January 1, 2003.
(a) Earnings. If the Company's reported audited
earnings over the 3-year period ending with the end of
fiscal 1997 average a compound growth rate of 17%, the
options would become exercisable five business days after
the Company makes a public announcement of such earnings.
(The Committee would have the discretion to determine
appropriate treatment for extraordinary items or accounting
changes.)
(b) Death, Disability, Retirement. If the employee's
employment terminates on account of death, disability or
retirement after reaching age 65, his options will become
immediately exercisable.
2. Duration of Options. Once the options become
exercisable, they remain exercisable until December 31, 2003.
3. Early Termination of Options. If the employee's
employment is terminated for cause, the option expires upon
termination; otherwise the option expires three months after
termination of employment.
