1
EXHIBIT 3.2
-----------------------------------------------------------------
GENUINE PARTS COMPANY
BY-LAWS
-----------------------------------------------------------------
B-1
2
GENUINE PARTS COMPANY
BY-LAWS
TABLE OF CONTENTS
ARTICLE ONE - OFFICES............................................................................................... 3
1.1 General............................................................................................ 3
1.2 Other Offices...................................................................................... 3
ARTICLE TWO - SHAREHOLDERS' MEETINGS................................................................................ 3
2.1 Place of Meeting................................................................................... 3
2.2 Annual Meeting..................................................................................... 3
2.3 Special Meetings................................................................................... 3
2.4 Voting of Shares................................................................................... 3
2.5 Notice of Meetings................................................................................. 4
2.6 Quorum............................................................................................. 4
2.7 Proxies............................................................................................ 4
2.8 Adjournments....................................................................................... 4
2.9 Conduct of Meetings................................................................................ 5
ARTICLE THREE - BOARD OF DIRECTORS.................................................................................. 5
3.1 Powers............................................................................................. 5
3.2 Retirement of Directors............................................................................ 5
3.3 Compensation....................................................................................... 5
3.4 Other.............................................................................................. 6
ARTICLE FOUR - MEETINGS OF THE BOARD OF DIRECTORS.................................................................. 6
4.1 Regular Meetings.................................................................................. 6
4.2 Special Meetings.................................................................................. 6
4.3 Quorum............................................................................................ 6
4.4 Vote Required for Action.......................................................................... 6
4.5 Action by Directors Without a Meeting............................................................. 7
ARTICLE FIVE - COMMITTEES.......................................................................................... 7
5.1 Appointment of Executive Committee................................................................ 7
5.2 Procedures of Executive Committee.................................................................. 7
5.3 Other Committees.................................................................................. 7
5.4 Action by Committee............................................................................... 8
5.5 Alternate Members................................................................................. 8
5.6 Removal and Vacancies............................................................................. 8
ARTICLE SIX - NOTICES.............................................................................................. 8
6.1 Procedure......................................................................................... 8
6.2 Waiver............................................................................................ 9
ARTICLE SEVEN - OFFICERS........................................................................................... 9
7.1 Number............................................................................................ 9
7.2 Election and Term................................................................................. 9
7.3 Compensation...................................................................................... 10
7.4 Removal........................................................................................... 10
7.5 Vacancies......................................................................................... 10
7.6 Disability of Officers............................................................................ 10
7.7 Chairman of the Board of Directors................................................................ 10
B-i
3
7.8 Vice Chairman of the Board of Directors........................................................... 10
7.9 President......................................................................................... 10
7.10 Vice Presidents................................................................................... 11
7.11 Secretary......................................................................................... 11
7.12 Assistant Secretary............................................................................... 11
7.13 Treasurer......................................................................................... 11
7.14 Assistant Treasurers.............................................................................. 11
7.15 Bond.............................................................................................. 11
ARTICLE EIGHT - SHARES............................................................................................. 11
8.1 Certificates...................................................................................... 11
8.2 Transfer of Shares................................................................................ 12
8.3 Equitable Share Interests......................................................................... 12
8.4 Lost, Stolen or Destroyed Certificates............................................................ 12
8.5 Regulations....................................................................................... 12
8.6 Fixing of Record Date with Regard to Shareholder Action........................................... 12
ARTICLE NINE - DISTRIBUTIONS AND SHARE DIVIDENDS................................................................... 13
9.1 Authorization or Declaration...................................................................... 13
9.2 Record Date with Regard to Distributions and Share Dividends...................................... 13
9.3 Depositories...................................................................................... 13
9.4 Fiscal Year....................................................................................... 13
ARTICLE TEN - INDEMNIFICATION...................................................................................... 13
10.1 Definitions....................................................................................... 13
10.2 Basic Indemnification Arrangement................................................................. 14
10.3 Advances for Expenses............................................................................. 15
10.4 Authorization of and Determination of Entitlement to Indemnification.............................. 15
10.5 Court-Ordered Indemnification and Advances for Expenses........................................... 16
17.6 Indemnification of Employees and Agents........................................................... 16
10.7 Shareholder Approved Indemnification.............................................................. 17
10.8 Liability Insurance............................................................................... 17
10.9 Witness Fees...................................................................................... 18
10.10 Report to Shareholders............................................................................ 18
10.11 Severability...................................................................................... 18
ARTICLE ELEVEN - MISCELLANEOUS..................................................................................... 18
11.1 Inspection of Books and Records................................................................... 18
11.2 Description of Seal............................................................................... 18
11.3 Annual Statements................................................................................. 18
ARTICLE TWELVE - AMENDMENTS........................................................................................ 18
12.1 Power to Amend By-Laws............................................................................ 18
ARTICLE THIRTEEN - RESTRICTIONS ON CERTAIN BUSINESS COMBINATIONS WITH INTERESTED SHAREHOLDERS...................... 19
13.1 Governing Authority............................................................................... 19
13.2 Irrevocability.................................................................................... 19
B-ii
4
As Amended and Restated
February 19, 2001
BY-LAWS OF
GENUINE PARTS COMPANY
ARTICLE ONE - OFFICES
1.1 Registered Office and Registered Agent. The Corporation shall maintain
a registered office at ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ and shall have a
registered agent whose business office is identical with such registered office.
1.2 Other Offices. The Corporation may, in addition to its registered
office, have offices at such other places as the Board of Directors may from
time to time appoint, or as the business of the Corporation may require.
ARTICLE TWO - SHAREHOLDERS' MEETINGS
2.1 Place of Meetings. The place of all meetings of the shareholders shall
be in the Executive Offices of the Corporation at ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇,
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ or such other place within or without the State of Georgia as
shall be determined from time to time by the Board of Directors, and the place
at which such meeting shall be held shall be stated in the notice and call of
the meeting.
2.2 Annual Meeting. The annual meeting of shareholders of the corporation
shall be held on such date and at such time as shall be designated from time to
time by the Board of Directors and stated in the notice of the meetings, at
which the shareholders shall elect by a plurality vote the directors to be
elected at such meetings, and transact such other business as may properly be
brought before the meetings.
2.3 Special Meetings. Special meetings of the shareholders for any purpose
or purposes may be called by the Chairman of the Board of Directors, or in his
absence by any Vice Chairman of the Board of Directors or the President, or by a
majority of the Board of Directors, and shall be called at any time by the
Chairman of the Board of Directors or any Vice Chairman of the Board of
Directors or the President or the Secretary upon the written request of
shareholders owning forty per cent (40%) of the outstanding shares of the
corporation entitled to vote at an election of directors. A request by
shareholders for the calling of a special meeting, as provided herein, shall be
made in writing to the Secretary, signed by such shareholders and shall specify
the purpose or purposes of the meeting.
2.4 Voting of Shares. The voting at all meetings of shareholders may be
viva voce, but any qualified voter may demand a share vote whereupon such share
vote may be taken by ballot, each of which shall state the name of the
shareholder voting and the number of shares voted by him,
B-3
5
and if such ballot be cast by proxy, it shall also state the name of such proxy.
At any meeting of the shareholders, every shareholder having the right to vote
shall be entitled to vote in person, or by proxy appointed by instrument in
writing subscribed by such shareholder. Each shareholder shall have one vote for
each share having voting power registered in his name on the books of the
corporation on the record date for determination of its shareholders entitled to
vote if such a record date has been fixed, or on the date the transfer books
were closed if they have been closed.
2.5 Notice of Meetings. Unless waived as contemplated in Section 6.2.
notice of the date, time and place of all meetings of shareholders shall be
given not less than ten (10) days, and not more than sixty (60) days prior to
the meeting, to each shareholder of record of the corporation entitled to vote
at such meeting. The Board of Directors may fix in advance a date, not exceeding
seventy (70) days preceding the date of any meeting of shareholders, as a record
date for the determination of the shareholders entitled to notice of and to vote
at any such meeting. In the case of an annual or substitute annual meeting, the
notice of the meeting need not state the purpose or purposes of the meeting
unless the purpose or purposes constitute a matter which is required by law to
be stated in the notice of the meeting. In the case of a special meeting, the
notice of meeting shall state the purpose or purposes for which the meeting is
called.
2.6 Quorum. A quorum at any annual or special meeting of shareholders shall
consist of shareholders representing, either in person or by proxy, a majority
of the outstanding shares of the corporation entitled to vote at such meeting,
except as otherwise specifically provided by law. If a quorum is present, a
majority of the shares outstanding and entitled to vote which are represented at
any meeting shall determine any matter coming before the meeting unless a
different vote is required by statute, by the Articles of Incorporation or by
these By-Laws. Shareholders at a meeting at which a quorum is present may
continue to transact business until adjournment, notwithstanding the withdrawal
of enough shareholders to leave less than a quorum.
2.7 Proxies. A shareholder entitled to vote pursuant to Section 2.4 may
vote in person or by proxy executed in writing by the shareholder or by his
attorney in fact. A proxy shall not be valid after eleven (11) months from the
date of its execution, unless a longer period is expressly stated therein. If
the validity of any proxy is questioned it must be submitted to the secretary of
the shareholders' meeting for examination or to a proxy officer or committee
appointed by the person presiding at the meeting. The secretary of the meeting
or, if appointed, the proxy officer or committee, shall determine the validity
or invalidity of any proxy submitted and reference by the secretary in the
minutes of the meeting to the irregularity of a proxy shall be received as prima
facie evidence of the facts stated for the purpose of establishing the presence
of a quorum at such meeting and for all other purposes.
2.8 Adjournments. A majority of the voting shares present at any properly
called shareholders' meeting, whether or not a quorum is present, may adjourn
the meeting to reconvene at a specific time and place, but no later than 120
days after the date fixed for the original meeting unless the requirements of
the Georgia Business Corporation Code concerning the selection of a new record
date and notice to shareholders have been met. It shall not be necessary to give
any notice of the reconvened meeting or of the business to be transacted, if the
time and
-4-
6
place of the reconvened meeting are announced at the meeting which was
adjourned. At any such reconvened meeting at which a quorum is represented or
present, any business may be transacted which could have been transacted at the
meeting which was adjourned.
2.9 Conduct of Meetings. All meetings of shareholders shall be governed by
such rules and decisions as the chairman of the meeting, or a parliamentarian
appointed by him, may deem appropriate.
ARTICLE THREE - BOARD OF DIRECTORS
3.1 Powers. The management of all the affairs, property, and business of
the corporation shall be vested in the Board of Directors or in an Executive
Committee as may be established pursuant to these By-Laws. In addition to the
powers and authority by these By-Laws expressly conferred upon it, the Board of
Directors may exercise all such powers of the corporation and do all such lawful
acts and things as are not by statute, the Articles of Incorporation or by these
By-Laws directed or required to be exercised or done by the shareholders.
3.2 Retirement of Directors. (a) Any director who shall have attained the
age of seventy-two (72) years on or before the first day of January, preceding
the next annual meeting shall serve only to the date of such annual meeting and
shall not be eligible to serve as a director thereafter, notwithstanding the
fact that such director may have been elected for a term which would extend
beyond the dates set forth above.
(b) Any Director, other than a Director who has served the
Corporation as Chief Executive Officer, who is also (i) an officer of the
Corporation, or (ii) an officer of any wholly-owned or majority-owned subsidiary
or former subsidiary of the Corporation, shall cease to be a Director of this
Corporation upon such Director's retirement, resignation, removal or
termination, for any reason, as an officer.
(c) Any person who has been a director but who becomes ineligible
for reelection under (a) hereof, may, upon the nomination of the Chief Executive
Officer, be designated a "Director Emeritus" by the affirmative vote of a
majority of the Board of Directors. Such a designation shall be based on past
meritorious service to the corporation and shall continue for life but shall
carry no duties or responsibilities by such person nor shall such person be
considered a member of the Board of Directors for any purpose. Directors Emeriti
may be paid such fixed annual compensation as may be deemed appropriate by the
Chief Executive Officer in view of their past services to the corporation.
3.3 Compensation. The Board of Directors may determine from time to time
the compensation, if any, directors may receive for their services as directors.
A director may also serve the corporation in a capacity other than that of
director and receive compensation, as determined by the Board of Directors, for
services rendered in any other capacity.
-5-
7
3.4 Other. Information concerning (i) Number of Directors, (ii)
Classification, Terms and Election of Directors, (iii) Removal, (iv) Vacancies,
and (v) Election of Directors by Holders of Preferred Stock, is set forth in
Article Nine of this Corporation's Articles of Incorporation, specifically
paragraphs 9.1, 9.2, 9.3, 9.4 and 9.5 thereof.
ARTICLE FOUR - MEETINGS OF THE BOARD OF DIRECTORS
4.1 Regular Meetings. Regular meetings of the Board of Directors may be
held without notice at the principal office of the corporation or at such other
place or places, within or without the State of Georgia, as the Board of
Directors may from time to time designate.
4.2 Special Meetings. Special meetings of the Board of Directors may be
called at any time by the Chairman of the Board of Directors or any Vice
Chairman of the Board of Directors or the President or by any two directors to
be held at the principal office of the corporation, or at such other place or
places, within or without the State of Georgia, as may be designated in the
notice of such meeting. Unless waived as contemplated in Section 6.2, the
Chairman of the Board of Directors or any Vice Chairman of the Board of
Directors or the President or Secretary of the corporation or any director
thereof shall give at least one day's notice to each director of each special
meeting stating the date, time, and place of the meeting.
4.3 Quorum. At meetings of the Board of Directors, more than one-half the
number of directors fixed by the shareholders at that time shall be necessary to
constitute a quorum for the transaction of business. A majority of the directors
present at any meeting, whether or not a quorum exists, may adjourn any meeting
of the Board of Directors to reconvene at a specific time and place without
further notice thereof. At any such reconvened meeting at which a quorum is
present, any business may be transacted which could have been transacted at the
meeting which was adjourned.
4.4 Vote Required for Action. (a) Except as otherwise provided in the
Articles of Incorporation, these By-Laws, or by law, the act of a majority of
the directors present at a meeting at which a quorum is present at the time
shall be the act of the Board of Directors.
(b) 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:
(1) He objects at the beginning of the meeting (or promptly upon
his arrival) to holding it or transacting business at the
meeting;
(2) His dissent or abstention from the action taken is entered in
the minutes of the meeting; or
-6-
8
(3) He delivers written notice of his dissent or abstention to the
presiding officer of the meeting before its adjournment or to
the corporation immediately after adjournment of the meeting.
The right of dissent or abstention is not available to a director who votes in
favor of the action taken.
(c) The vote of a majority of the full Board of Directors shall be
required to adopt a resolution constituting a Committee. The vote of two-thirds
of the directors is required to adopt a resolution recommending dissolution of
the corporation to the shareholders.
4.5 Action by Directors Without a Meeting. Any action required or permitted
to be taken at any meeting of the Board of Directors or any committee thereof
may be taken without a meeting if a written consent thereto shall be signed by
all of the directors or members of such committee, as the case may be, and such
written consent is filed with the minutes of the proceedings of the Board of
Directors or committee. Such consent shall have the same force and effect as a
unanimous vote of the Board of Directors or committee.
ARTICLE FIVE - COMMITTEES
5.1 Appointment of Executive Committee. The Board of Directors may by
resolution adopted by a majority of the full Board of Directors appoint an
Executive Committee of not less than three (3) nor more than five (5) directors,
which Executive Committee shall to the extent provided in such resolution have
all of the powers and authority of the Board of Directors, except as otherwise
provided by law. The Executive Committee shall have the power to amend or repeal
any resolution of the Board of Directors unless such resolution is by its terms
not subject to amendment or repeal by the Executive Committee. An act of the
Executive Committee taken within the scope of its authority shall be an act of
the Board of Directors.
5.2 Procedures of Executive Committee. The Executive Committee shall meet
from time to time on the call of the Chairman of the Board of Directors or any
Vice Chairman of the Board of Directors or the President or any two or more
members of the Executive Committee. Meetings of the Executive Committee may be
held at such place or places as the Executive Committee shall determine or may
be specified or fixed in the respective notices or waivers of such meetings. The
Executive Committee may fix its own rules of procedure, including provision for
a notice of its meetings. It shall keep a record of its proceedings and shall
report these proceedings to the Board of Directors at the next meeting of the
Board, and all such proceedings shall be subject to revision or alteration by
the Board of Directors except to the extent that action shall have been taken
pursuant to or in reliance upon such proceedings prior to any such revision or
alteration.
5.3 Other Committees. The Board of Directors, by resolution adopted by a
majority of the full Board of Directors, may designate one or more additional
committees, each committee to consist of one or more directors of the
corporation, and it shall have such name or names and
-7-
9
shall have any and may exercise such powers of the Board of Directors in the
management of the business and affairs of the corporation, except as otherwise
provided by law, as may be determined from time to time by resolution adopted by
a majority of the full Board of Directors. Each of such committees shall call
and hold meetings, adopt rules of procedure, maintain records, and report to the
Board of Directors in the manner provided for the Executive Committee in Section
5.2 of these By-Laws.
5.4 Action by Committees. Articles 4.1, 4.2, 4.3, 4.4, and 4.5, which
govern meetings, action without meetings, notice and waiver of notice, and
quorum and voting requirements of the Board of Directors, apply to the Executive
Committee or any other committee designated by the Board of Directors, and their
members as well.
5.5 Alternate Members. The Board of Directors, by resolution adopted in
accordance with Sect on 5.1. may designate one or more directors as alternate
members of any such committee, who may act in the place of any absent member or
members at any meeting of such committee.
5.6 Removal and Vacancies. The Board of Directors shall have power at any
time to remove any member of any committee, with or without cause, and to fill
vacancies in or to dissolve any such committee.
ARTICLE SIX - NOTICES
6.1 Procedure. Whenever these By-Laws require notice to be given to any
shareholder or director, the notice shall be given in accordance with this
Section 6.1. Notice under these By-Laws shall be in writing unless oral notice
is reasonable under the circumstances. Any notice to directors may be written or
oral. Notice may be communicated in person; by telephone, telegraph, teletype,
or other form of wire or wireless communication; or by mail or private carrier.
If these forms of personal notice are impracticable, notice may be communicated
by a newspaper of general circulation in the area where published, or by radio,
television, or other form of public broadcast communication. Written notice to
the shareholders, if in a comprehensible form, is effective when mailed, if
mailed with first-class postage prepaid and correctly addressed to the
shareholder's address shown in the corporation's current record of shareholders.
If the corporation has more than 500 shareholders of record entitled to vote at
a meeting, it may utilize a class of mail other than first class if the notice
of the meeting is mailed, with adequate postage prepaid, not less than thirty
(30) days before the date of the meeting. Except as provided above, written
notice, if in a comprehensible form, is effective at the earliest of the
following:
(1) When received or when delivered, properly addressed, to the
addressee's last known principal place of business or
residence;
(2) Five days after its deposit in the mail, as evidenced by the
postmark, if mailed with first-class postage prepaid and
correctly addressed; or
-8-
10
(3) On the date shown on the return receipt, if sent by registered
or certified mail, return receipt requested, and the receipt
is signed by or on behalf of the addressee.
Oral notice is effective when communicated if communicated in a comprehensible
manner.
In calculating time periods for notice, when a period of time measured in days,
weeks, months, years, or other measurement of time is prescribed for the
exercise of any privilege or the discharge of any duty, the first day shall not
be counted but the last day shall be counted.
6.2 Waiver. (a) A shareholder may waive any notice before or after the date
and time stated in the notice. The waiver must be in writing, specify the
business transacted or the purpose of the meeting, be signed by the shareholder
entitled to the notice, and be delivered to the corporation for inclusion in the
minutes or filing with the corporate records.
(b) A shareholder's attendance at a meeting (i) waives objection
to lack of notice or defective notice of the meeting, unless the shareholder at
the beginning of the meeting objects to holding the meeting or transacting
business at the meeting, and (ii) 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 objects to considering
the matter when it is presented.
(c) A director may waive any notice before or after the date and
time specified in the notice. Except as provided below in (d), 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.
(d) A director's attendance at or participation in a meeting
waives any required notice to him of the meeting unless the director at the
beginning of the meeting (or promptly upon his arrival) objects to holding the
meeting or transacting business at the meeting and does not thereafter vote for
or assent to action taken at the meeting.
ARTICLE SEVEN - OFFICERS
7.1 Number. The officers of the corporation shall consist of a Chairman of
the Board of Directors, one or more Vice Chairmen of the Board of Directors, a
President, one or more Vice Presidents, a Secretary, a Treasurer, and any other
officers as may be appointed by the Board of Directors or appointed by the
Chairman of the Board of Directors pursuant to Section 7.7. The Board of
Directors shall designate those officers who shall be deemed the chief executive
officer, the chief operating officer and the chief financial officer of the
corporation.
7.2 Election and Term. All officer's shall be elected by the Board of
Directors, or by the Chairman of the Board pursuant to Section 7.7, and shall
serve at the pleasure of the Board of Directors or the Chairman of the Board of
Directors until their successors have been elected and have qualified or until
their earlier death, resignation, removal, retirement or disqualification.
-9-
11
7.3 Compensation. The compensation of the following senior Officers of the
Corporation shall be fixed by the Compensation and Stock Option Committee of the
Board of Directors.
Chairman of the Board
Vice Chairmen of the Board
President
Any Executive Vice President
Any Group Vice President
Any Senior Vice President
Compensation of all other Officers shall be fixed by the Chief Executive
Officer.
7.4 Removal. Any officer, however elected or appointed, may be removed at
any time with or without cause by the affirmative vote of a majority of the
whole Board of Directors provided that any officer who is not a member of the
Board of Directors may be removed at any time with or without cause by the
Chairman of the Board of Directors or by any other officer who is a member of
the Board of Directors and whose duties include supervision of such discharged
officer.
7.5 Vacancies. Vacancy in any office arising from any cause may be filled
by the Board of Directors at any regular or special meeting.
7.6 Disability of Officers. In the case of absence or inability to act of
any officer of the corporation or of any person herein authorized to act in his
place, the Board of Directors may from time to time delegate the powers and
duties of such officer to any other officer, or any director or other person
whom it may select.
7.7 Chairman of the Board of Directors. The Chairman of the Board of
Directors shall make reports to the Board of Directors and to the shareholders
and shall perform all such other duties as are incident to his office or as are
properly required of him by the Board of Directors. He shall preside at all
meetings of the shareholders and of the Board of Directors at which he may be
present. The Chairman of the Board of Directors may from time to time appoint
one or more assistant secretaries of the corporation.
7.8 Vice Chairmen of the Board of Directors. Any Vice Chairman of the Board
of Directors shall have such other powers and duties as may from time to time be
designated by the Board of Directors or by the Chief Executive Officer.
7.9 President. The President shall have responsibility for supervising and
directing the operations of the corporation's businesses subject to the
direction of the Board of Directors. He shall preside at all meetings of the
shareholders or the Board of Directors in the absence of the Chairman of the
Board of Directors.
-10-
12
7.10 Vice Presidents. The Vice Presidents shall perform such duties not
inconsistent with these By-Laws as may be specifically designated by the Board
of Directors or by the Chairman of the Board of Directors or any Vice Chairman
of the Board of Directors or the President.
7.11 Secretary. The Secretary shall have authority to issue notices for all
meetings (except that notices for special meetings of directors called at the
request of two directors as provided in Section 4.2 of these By-Laws may be
issued by such directors), shall keep minutes of all meetings, shall have charge
of the seal and of the corporate books, and shall make such reports and perform
such other duties as are incident to the office or are properly required of him
by the Board of Directors, the Chairman of the Board of Directors or any Vice
Chairman of the Board of Directors or the President.
7.12 Assistant Secretaries. The Assistant Secretaries may in the absence or
disability of the Secretary perform the duties and exercise the powers of the
Secretary, and shall perform such other duties as the Board of Directors or the
person appointing them may prescribe.
7.13 Treasurer. The Treasurer shall be responsible for the custody of all
monies and securities of the corporation and shall be responsible for the
maintenance of regular books of account. He shall have general supervision of
the disbursement of funds of the corporation and shall render to the Board of
Directors from time to time, as may be required of him, an account of all
transactions for which he is responsible and of the financial condition of the
corporation. He shall perform all duties incident to his office or which are
properly required of him by the Board of Directors, the Chairman of the Board of
Directors or any Vice Chairman of the Board of Directors or the President.
7.14 Assistant Treasurers. The Assistant Treasurers may, in the absence or
disability of the Treasurer, perform the duties and exercise the powers of the
Treasurer, and shall perform such other duties as the Board of Directors or the
person appointing them shall prescribe.
7.15 Bond. The Board of Directors may, by resolution, require any and all
officers to give bond to the corporation, with sufficient surety or sureties,
conditioned for the faithful performance of the duties of their respective
offices, and to comply with such other conditions as may from time to time be
required by the Board of Directors.
ARTICLE EIGHT - SHARES
8.1 Certificates. The interest of each shareholder shall be evidenced by a
certificate or certificates representing shares of the corporation which shall
be in such form as the Board of Directors may from time to time adopt. Each
certificate shall exhibit the holder's name, the number of shares and class of
shares and series, if any, represented thereby, the name of the corporation, a
statement that the corporation is organized under the laws of the State of
Georgia, and the par value of each share or a statement that the shares are
without par value. Each certificate shall be signed by the Chairman of the Board
of Directors or any Vice Chairman of the Board of Directors or the President;
provided, however, that where such certificate is signed by a
-11-
13
transfer agent, or registered by a registrar, the signature of any such officer
may be facsimile. In case any officer who has signed or whose facsimile
signature has been used on a certificate has ceased to be an officer before the
certificate has been delivered, such certificate may, nonetheless, be adopted
and issued and delivered by the corporation as though the officer who signed
such certificate or certificates, or whose facsimile signature or signatures
shall have been used thereon, had not ceased to be such officer of the
corporation.
8.2 Transfer of Shares. The transfer of shares shall be made upon the
transfer books of the corporation, kept in the office of the transfer agent
designated to transfer the shares, only by the person named in the certificate,
or by an attorney lawfully constituted in writing; and before a new certificate
is issued, the old certificate shall be surrendered for cancellation or, in the
case of a certificate alleged to have been lost, stolen, or destroyed, the
provisions of Section 8.4 of these By-Laws shall have been complied with.
8.3 Equitable Share Interest. Registered shareholders only shall be
entitled to be treated by the corporation as the holders in fact of the shares
standing in their respective names, and the corporation shall not be bound to
recognize any equitable or other claim to or interest in any share on the part
of any other person, whether or not it shall have express or other notice
thereof, except as expressly provided by the laws of Georgia.
8.4 Lost, Stolen or Destroyed Certificates. In the case of loss, theft or
destruction of any share certificate, another may be issued in its place upon
proof of such loss, theft or destruction, and upon the giving of a satisfactory
bond of indemnity to the corporation and/or to the transfer agent and registrar
of such share certificate, in such sum as the Board of Directors may provide.
8.5 Regulations. The Board of Directors shall have power and authority to
make all rules and regulations as it may deem expedient, concerning the issue,
transfer, conversion, and registration of share certificates of the corporation,
not inconsistent with the laws of Georgia, the Articles of Incorporation, and
these By-Laws; and the Board of Directors may appoint one or more transfer
agents and one or more registrars.
8.6 Fixing of Record Date with Regard to Shareholder Action. For the
purpose of determining shareholders entitled to notice of a shareholders
meeting, to demand a special meeting, to vote, or to take any other action, the
Board of Directors may fix a future date as the record date, the date to be not
more than seventy (70) days prior to the date on which the particular action,
requiring a determination of shareholders, is to be taken. 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, 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, the record date shall be determined in
accordance with the provisions of the Georgia Business Corporation Code.
-12-
14
ARTICLE NINE - DISTRIBUTIONS AND SHARE DIVIDENDS
9.1 Authorization or Declaration. Unless the Articles of Incorporation
provide otherwise, the Board of Directors from time to time in its discretion
may authorize or declare distributions or share dividends in accordance with the
Georgia Business Corporation Code.
9.2 Record Date with Regard to Distributions and Share Dividends. For the
purpose of determining shareholders entitled to a distribution (other than one
involving a purchase, redemption, or other reacquisition of the corporation's
shares) or a share dividend, the Board of Directors may fix a date as the record
date. If no record date is fixed by the Board of Directors, the record date
shall be determined in accordance with the provisions of the Georgia Business
Corporation Code.
9.3 Depositories. The monies of the corporation shall be deposited in the
name of the corporation, or in its duly adopted tradename, in such bank or banks
or trust company or trust companies as the Board of Directors shall designate,
and shall be drawn out only by check signed by persons designated by resolution
of the Board of Directors.
9.4 Fiscal Year. The fiscal year of the corporation shall begin on the
first day of January each year, unless otherwise provided by the Board of
Directors.
ARTICLE TEN - INDEMNIFICATION
10.1 Definitions. As used in this Article, the term:
(a) "Corporation" includes any domestic or foreign predecessor
entity of this corporation in a merger or other transaction in
which the predecessor's existence ceased upon consummation of
the transaction.
(b) "Director" means an individual who is or was a director of the
corporation or an individual who, while a director of the
corporation, is or was serving at the corporation's request as
a director, officer, partner, trustee, employee, or agent of
another foreign or domestic corporation, partnership, joint
venture, trust, employee benefit plan, or other enterprise. A
director is considered to be serving an employee benefit plan
at the corporation's request if his duties to the corporation
also impose duties on, or otherwise involve services by, him
to the plan or to participants in or beneficiaries of the
plan. "Director" includes, unless the context requires
otherwise, the estate or personal representative of a
director.
(c) "Expenses" includes attorneys' fees.
(d) "Liability" means the obligation to pay a judgment,
settlement, penalty, fine (including an excise tax assessed
with respect to an employee benefit plan), or reasonable
expenses incurred with respect to a proceeding.
-13-
15
(e) "Officer" means an individual who is or was an officer of the
corporation or an individual who, while an officer of the
corporation, is or was serving at the corporation's request as
a director, officer, partner, trustee, employee, or agent of
another foreign or domestic corporation, partnership, joint
venture, trust, employee benefit plan, or other enterprise. An
"Officer" is considered to be serving an employee benefit plan
at the corporation's request if his duties to the corporation
also impose duties on, or otherwise involve services by, him
to the plan or to participants in or beneficiaries of the
plan. "Officer" includes, unless the context requires
otherwise, the estate or personal representative of an
officer.
(f) "Party" includes an individual who was, is, or is threatened
to be made a named defendant or respondent in a proceeding.
(g) "Proceeding" means any threatened, pending, or completed
action, suit, or proceeding, whether civil, criminal,
administrative, or investigative and whether formal or
informal.
10.2 Basic Indemnification Arrangement. (a) Except as provided in
subsections 10.2(d) and 10.2(e) below, the corporation shall indemnify an
individual who is made a party to a proceeding because he is or was a director
or officer against liability incurred by him in the proceeding if he acted in a
manner he believed in good faith to be in or not opposed to the best interests
of the corporation and, in the case of any criminal proceeding, he had no
reasonable cause to believe his conduct was unlawful.
(b) A person's conduct with respect to an employee benefit plan
for a purpose he believed in good faith to be in the interests of the
participants in and beneficiaries of the plan is conduct that satisfies the
requirement of subsection 9.2(a).
(c) The termination of a proceeding by judgment, order,
settlement, or conviction, or upon a plea of nolo contendere or its equivalent
shall not, of itself, be determinative that the proposed indemnitee did not meet
the standard of conduct set forth in subsection 10.2(a).
(d) The corporation shall not indemnify a person under this
Article in connection with (i) a proceeding by or in the right of the
corporation in which such person was adjudged liable to the corporation, or (ii)
any proceeding in which such person was adjudged liable on the basis that he
improperly received a personal benefit unless, and then only to the extent that,
a court of competent jurisdiction determines pursuant to Section 14-2-854 of the
Georgia Business Corporation Code that in view of the circumstances of the case,
such person is fairly and reasonable entitled to indemnification.
(e) Indemnification permitted under this Article in connection
with a proceeding by or in the right of the corporation is limited to reasonable
expenses incurred in connection with the proceeding.
-14-
16
10.3 Advances for Expenses. (a) The corporation shall pay for or reimburse
the reasonable expenses incurred by a director or officer as a party to a
proceeding in advance of final disposition of the proceeding if: (i) such person
furnishes the corporation a written affirmation of his good faith belief that he
has met the standard of conduct set forth in subsection 10.2(a) above; and (ii)
such person furnishes the corporation a written undertaking meeting the
qualifications set forth below in subsection 10.3(b) executed personally or on
his behalf, to repay any advances if it is ultimately determined that he is not
entitled to any indemnification under this Article or otherwise.
(b) The undertaking required by subsection 10.3(a)(ii) above must
be an unlimited general obligation of the director or officer but need not be
secured and shall be accepted without reference to financial ability to make
repayment.
10.4 Authorization of and Determination of Entitlement to Indemnification.
(a) The corporation acknowledges that indemnification of a director or officer
under Section 10.2 has been pre-authorized by the corporation in the manner
described in subsection 10.4(b) below. Nevertheless, the corporation shall not
indemnify a director or officer under Section 10.2 unless a separate
determination has been made in the specific case that indemnification of such
person is permissible in the circumstances because he has met the standard of
conduct set forth in subsection 10.2(a); provided, however, that regardless of
the result or absence of any such determination, and unless limited by the
Articles of Incorporation of the corporation, to the extent that a director or
officer has been successful, on the merits or otherwise, in the defense of any
proceeding to which he was a party, or in defense of any claim, issue or matter
therein, because he is or was a director or officer, the corporation shall
indemnify such person against reasonable expenses incurred by him in connection
therewith.
(b) The determination referred to in subsection 10.4(a) above
shall be made, at the election of the Board of Directors:
(i) by the Board of Directors of the corporation by majority vote
of a quorum consisting of directors not at the time parties to
the proceeding;
(ii) If a quorum cannot be obtained under subdivision (i), by
majority vote of a committee duly designated by the Board of
Directors (in which designation directors who are parties may
participate), consisting solely of two or more directors not
at the time parties to the proceeding;
(iii) by special legal counsel:
(1) selected by the Board of Directors or its committee
in the manner prescribed in subdivision (i) or (ii);
or
(2) if a quorum of the Board of Directors cannot be
obtained under subdivision (i) and a committee cannot
be designated under subdivision
-15-
17
(ii), selected by a majority vote of the full Board
of Directors (in which selection directors who are
parties may participate); or
(iv) by the shareholders; provided that shares owned by or voted
under the control of directors or officers who are at the time
parties to the proceeding may not be voted on the
determination.
(c) As acknowledged above, the corporation has pre-authorized the
indemnification of directors and officers hereunder, subject to a case-by-case
determination that the proposed indemnitee met the applicable standard of
conduct under subsection 10.2(a). Consequently, no further decision need or
shall be made on a case-by-case basis as to the authorization of the
corporation's indemnification of directors or officers hereunder. Nevertheless,
evaluation as to reasonableness of expenses of a director or officer in the
specific case shall be made in the same manner as the determination that
indemnification is permissible, as described in subsection 10.4(b) above, except
that if the determination is made by special legal counsel, evaluation as to
reasonableness of expenses shall be made by those entitled under subsection
10.4(b)(iii) to select counsel.
10.5 Court-Ordered Indemnification and Advances for Expenses. Unless the
corporation's Articles of Incorporation provide otherwise, a director or officer
who, is a party to a proceeding may apply for indemnification or advances for
expenses to the court conducting the proceeding or to another court of competent
jurisdiction. On receipt of an application, the court, after giving any notice
the court considers necessary, may order indemnification or advances for
expenses if it determines that:
(i) The applicant is entitled to mandatory indemnification under
the final clause of subsection 10.4(a) above (in which case
the corporation shall pay the indemnitee's reasonable expenses
incurred to obtain court-ordered indemnification);
(ii) The applicant is fairly and reasonably entitled to
indemnification in view of all the relevant circumstances,
whether or not he met the standard of conduct set forth in
subsection 10.2(a) above or was adjudged liable as described
in subsection 10.2(d) above (but if he was adjudged so liable,
any court-ordered indemnification shall be limited to
reasonable expenses incurred by the indemnitee unless the
Articles of Incorporation of the corporation or a By-Law,
contract or resolution approved or ratified by shareholders
pursuant to Section 10.7 provides otherwise); or
(iii) In the case of advances for expenses, the applicant is
entitled pursuant to the Articles of Incorporation, By-Laws or
any applicable resolution or agreement, to payment or
reimbursement of his reasonable expenses incurred as a party
to a proceeding in advance of final disposition of the
proceeding.
10.6 Indemnification of Employees and Agents. Unless the corporation's
Articles of Incorporation provide otherwise, the corporation may indemnify and
advance expenses under this
-16-
18
Article to an employee or agent of the corporation who is not a director or
officer to the same extent as to a director or officer.
10.7 Shareholder Approved Indemnification. (a) If authorized by the Articles
of Incorporation or a By-Law, contract or resolution approved or ratified by
shareholders of the corporation by a majority of the votes entitled to be cast,
the corporation may indemnify or obligate itself to indemnify a person made a
party to a proceeding, including a proceeding brought by or in the right of the
corporation, without regard to the limitations in other sections of this
Article; provided, however, that such provisions shall be valid only if and to
the extent they are consistent with this Article. The corporation shall not
indemnify a person under this Section 10.7 for any liability incurred in a
proceeding in which the person is adjudged liable to the corporation or is
subjected to injunctive relief in favor of the corporation:
(i) for any appropriation, in violation of his duties, of any
business opportunity of the corporation;
(ii) for acts or omissions which involve intentional misconduct or
a knowing violation of law;
(iii) for the types of liability set forth in Section 14-2-832 of
the Georgia Business Corporation Code; or
(iv) from any transaction from which he received an improper
personal benefit.
(b) Where approved or authorized in the manner described in subsection 10.7
(a) above, the corporation may advance or reimburse expenses incurred in advance
of final disposition of the proceeding only if:
(i) the proposed indemnitee furnishes the corporation a written
affirmation of his good faith belief that his conduct does not
constitute behavior of the kind described in subsection
10.7(a)(i) - (iv) above; and
(ii) the proposed indemnitee furnishes the corporation a written
undertaking, executed personally, or on his behalf, to repay
any advances if it is ultimately determined that he is not
entitled to indemnification.
10.8 Liability Insurance. The corporation may purchase and maintain
insurance on behalf of a director or officer or an individual who is or was an
employee or agent of the corporation or who, while an employee or agent of the
corporation, is or was serving at the request of the corporation as a director,
officer, partner, trustee, employee or agent of another foreign or domestic
corporation, partnership, joint venture, trust, employee benefit plan, or other
enterprise against liability asserted against or incurred by him in that
capacity or arising from his status as a director officer, employee, or agent,
whether or not the corporation would have power to indemnify against the same
liability under Section 10.2 or Section 10.3 above.
-17-
19
10.9 Witness Fees. Nothing in this Article shall limit the corporation's
power to pay or reimburse expenses incurred by a person in connection with his
appearance as a witness in a proceeding at a time when he has not been made a
named defendant or respondent in the proceeding.
10.10 Report to Shareholders. If the corporation indemnifies or advances
expenses to a director in connection with a proceeding by or in the right of the
corporation, the corporation shall report the indemnification or advance, in
writing, to shareholders with or before the notice of the next shareholders'
meeting.
10.11 Severability. In the event that any of the provisions of this Article
(including any provision within a single section, subsection, division or
sentence) is held by a court of competent jurisdiction to be invalid, void or
otherwise unenforceable, the remaining provisions of this Article shall remain
enforceable to the fullest extent permitted by law.
ARTICLE ELEVEN - MISCELLANEOUS
11.1 Inspection of Books and Records. The Board of Directors shall determine
whether and to what extent the accounts and books of the corporation, or any of
them, other than the share records, shall be open to the inspection of
shareholders, and no shareholder shall have any right to inspect any account or
books or document of the corporation except as conferred by law or by resolution
of the shareholders or the Board of Directors. Without prior approval of the
Board of Directors in their discretion, the right of inspection set forth in
Section 14-2-1602(c) of the Georgia Business Corporation Code shall not be
available to any shareholder owning two (2) percent or less of the shares
outstanding.
11.2 Description of Seal. The corporate seal of the corporation shall
consist of two concentric circles, between which shall be inscribed the words
"Genuine Parts Company, Atlanta, Ga.", and in the center shall be inscribed the
year of its incorporation and the word "Seal".
11.3 Annual Statements. Not later than four months after the close of each
fiscal year, and in any case prior to the next annual meeting of shareholders,
the corporation shall prepare (a) a balance sheet showing in reasonable detail
the financial condition of the corporation as of the close of its fiscal year,
and (b) a profit and loss statement showing the results of its operations during
its fiscal year. Upon receipt of written request, the corporation promptly shall
mail to any shareholder of record a copy of the most recent such balance sheet
and profit and loss statement.
ARTICLE TWELVE - AMENDMENTS
12.1 Power to Amend By-Laws. Alterations, amendments, or repeals of the
By-Laws may be made by the shareholders, if the notice of such meeting contains
a statement of the proposed alteration, amendment, or repeal, or by the Board of
Directors by a majority vote of all directors then holding office at any regular
or special meeting.
-18-
20
ARTICLE THIRTEEN - RESTRICTIONS ON CERTAIN BUSINESS
COMBINATIONS WITH INTERESTED SHAREHOLDERS
13.1 Governing Authority. The Corporation shall be governed by all of the
requirements of Article 11A of the Georgia Business Corporation Code (Sections
14-2-1131, et seq).
13.2 Irrevocability. Article Thirteen of these By-laws shall be irrevocable
except as provided in Section 14-2-1133(b) of the Georgia Business
Corporation Code.
-19-
