Non-discrimination Policy

BYLAWS OF LOGOS CLASSICAL ACADEMY, INC.
A Georgia Non-Profit Corporation

ARTICLE I
Corporate Name, Offices and Fiscal Year

Section 1.01 Corporate Name. The name of this Georgia Non-Profit Corporation is LOGOS CLASSICAL ACADEMY, INC. (the “Corporation”).

Section 1.02 Principal Office. The principal office of the “Corporation” is 1612 River Island Parkway, Evans, Georgia 30809. The Board of Directors may, from time to time, change the location of the registered office and the registered agent of the Corporation.

Section 1.03 Change of Address. The Corporation shall have offices in such place or places within or without the State of Georgia as the Board of Directors may, from time to time, appoint. Such address changes shall not be deemed an amendment of these Bylaws.

Section 1.04 Other Offices. The Corporation’s Board of Directors may designate, from time to time, other offices for the Corporation at other places within Georgia, or at those places outside of Georgia where the Corporation is qualified to do business.

Section 1.05 Fiscal Year of the Corporation. The initial Fiscal year of the Corporation shall be January 1 thru December 31. The Board of Directors shall designate, and in its discretion, may change the fiscal year of the Corporation.

 

ARTICLE II
Purposes and Objectives

Section 2.01 Purposes of Corporation. The corporation is organized exclusively for charitable, religious, educational, and/or scientific purposes under Section 501(c)(3) of the Internal Revenue Code. The corporation will an academy for grades K-8th with a Christian, classical liberal arts education. Students will meet with their teachers on our campus from 8:15-3:15 Monday through Friday. Our purpose is to equip children with an academically excellent classical Christ-centered education focusing upon knowledge, understanding, and wisdom.

Section 2.02 Public Benefit Corporation Status. This Corporation is a non-profit public benefit corporation organized for charitable purposes and is not organized for the private gain of any person.

Section 2.03 Federal Tax-Exempt Status. The Corporation is organized and operated exclusively for charitable purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code. Notwithstanding any other provisions of these Bylaws, the Corporation shall not, except to an insubstantial degree, engage in any activities or exercise any powers that do not further the purposes of this Corporation and shall not carry on any other activities not permitted to be carried on by a corporation exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code or by a corporation, contributions to which are deductible under Section 170(c)(2) of the Internal Revenue Code.

Section 2.04 Compliance with Private Foundation Restrictions. The Corporation shall implement those preventive measures and steps necessary to avoid the adverse tax consequences or penalties that the Corporation may incur during any period or periods that the Corporation is deemed to be a “private foundation” as defined in Section 509 of the Internal Revenue Code. To this end, the Corporation: (i) shall distribute its income for each taxable year at such time and in such manner as not to become subject to the tax on undistributed income imposed by Section 4942 of the Internal Revenue Code; (ii) shall not engage in any act of self-dealing as defined in Section 4941(d) of the Internal Revenue Code; (iii) may not retain any excess business holdings as defined in Section 4943(c) of the Internal Revenue Code; (iv) shall not make any investments in a manner as to subject it to tax under Section 4944 of the Internal Revenue Code; and (v) shall not make any taxable expenditures as defined in Section 4945(d) of the Internal Revenue Code.

Section 2.05 Nondiscriminatory Policy for Academy

The following policy is hereby adopted by the Corporation, which shall be posted on the homepage of the website of the corporation:

NOTICE OF NONDISCRIMINATORY POLICY AS TO STUDENTS

Logos Classical Academy admits students of any race, color, national and ethnic origin to all the rights, privileges, programs, and activities generally accorded or made available to students at the academy. It does not discriminate on the basis of race, color, national and ethnic origin in administration of its educational policies, admissions policies, scholarship and loan programs, and athletic and other academy-administered programs.

 

ARTICLE III
Corporate Governance

Section 3.01 Powers of Directors. The activities and affairs of this Corporation shall be conducted, and all corporate powers shall be exercised, by or under the direction of the Board of Directors which shall have and may exercise all powers not inconsistent with law or the Articles of Incorporation.

Section 3.02 Duties of Directors. Without limiting the general powers set forth above, the directors shall have the following powers and authority to perform any duties imposed on them collectively or individually by law, by the Articles of Incorporation of this Corporation, or by these Bylaws, including but not limited to:

(a) Appointing, removing, employing and discharging all officers, agents and employees of the Corporation, prescribing their duties and fixing their compensation, if any;

(b) Supervising all officers, agents and employees of the Corporation to assure the proper performance of their duties;

(c) Approving or ratifying the acts and transactions of all officers, agents and employees of the Corporation;

(d) Meeting at such times and places as required by these Bylaws;

(e) Registering their addresses with the Secretary of the Corporation to ensure the validity of notices of meetings sent to them at such addresses;

(f) Conducting, managing and controlling the affairs, business, transactions, contracts, services and activities of the Corporation, including the implementation of corporate policy, rules and regulations for such purpose and the appointment of Board of Director committees;

(g) Borrowing money and incurring debt on behalf of the Corporation, executing and delivering, for corporate purposes and in the corporate name, promissory notes, bonds, debentures, deeds of trust, mortgages, pledges, hypothecations and other evidences of debt and securities; and

(h) Approving a contract or transaction for the dissolution or merger of the Corporation or for the sale of substantially all the assets of the Corporation.

Section 3.03 Performance of Duties. A director shall perform duties as a director, including duties as a member of any committee of the Board upon which the director may serve, in good faith, in a manner such that the director believes to be in the best interests of the Corporation and with such care, including reasonable inquiry, as an ordinarily prudent person in a like position would use under similar circumstances.

Section 3.04 Reliance on Others. In performing duties as a director, a director shall be entitled to rely on information, opinions, reports or statements including financial statements and other financial data, in each case prepared or presented by:

(a) One or more officers or employees of the Corporation whom the director believes to be reliable and competent in the matters presented;

(b) Counsel, independent accountants, teachers, staff, or other persons as to matters which the director believes to be within such person’s professional or expert competence; or,

(c) A committee of the Board upon which the director does not serve and which the director believes to merit confidence as to matters within its designated authority, provided, in any such case, that the director acts in good faith and without knowledge or after reasonable inquiry when the need therefore is indicated by the circumstances that would cause such reliance to be unwarranted.

Section 3.05 Non-Liability for Debts. The directors shall not be personally liable for the debts, liabilities or other obligations of the Corporation.

Section 3.06 Non-Liability of Director or Officer. A person who performs his duties as a director in accordance with of these Bylaws shall have no liability based upon any alleged failure to discharge that person’s obligations as director, including, without limiting the generality of the foregoing, any actions or omissions which exceed or defeat the Corporation’s public or charitable purpose.

ARTICLE IV
Board of Directors, Board Meetings and Meetings

Section 4.01 Number of Directors. The Corporation shall have not less than one (1) and not more than nine (9) directors, including the President. The exact number of directors, within the limits specified, shall be that as may be designated by majority approval of the Board of Directors, from time to time. The directors on the Board collectively shall be known as the Board of Directors. A change in the minimum or maximum number of directors or the conversion of the Board from a variable number to a fixed number of directors may be made by amendment of these Bylaws, or by repeal of these Bylaws and adoption of new Bylaws, as provided in these Bylaws.

Section 4.02 Board of Directors. The President shall be a standing director of the Board of the Directors. Except as to the standing director and the initial directors of the Corporation, all other directors on the Board shall be nominated, selected and appointed as approved by the Board, from time to time.

Section 4.03 Terms of Director. Each director selected to serve on the Board shall hold office for a term of one (1), two (2) or three (3) years or until removal, death or resignation. There is no limit on the number of terms a director may hold office.

Section 4.04 Vacancies. A vacancy on the Board of Directors shall exist on the death, resignation or removal of any director and/or whenever the number of authorized directors is increased. Vacancies on the Board may be filled by approval of the Board or, if the number of directors then in office is less than a quorum: (i) by the unanimous written consent of the directors then in office, (ii) by the affirmative vote of a majority of the directors then in office at a meeting held pursuant to notice or waivers of notice complying with this Article; or (iii) by the sole remaining director.

Section 4.05 Resignation of Director. Any director may resign effective upon giving written notice to the President or the Board of Directors, unless the notice specifies a later time for the effectiveness of such resignation. If a director’s resignation is effective at a later time, the Board may select an interim director to serve as of the date when the resignation becomes effective.

Section 4.06 Place of Board Meetings. Meetings of the Board of Directors shall be held at the principal office of the Corporation unless otherwise provided by the Board or at such place within or outside the state of Georgia, which has been designated from time to time by resolution of the Board of Directors. Any meeting, annual, regular or special, may be held by conference telephone or similar communications equipment, as long as all directors participating in such meeting can hear one another.

Section 4.07 Annual Board of Directors Meeting. The Board of Directors shall meet annually on the first Monday of each March at Noon at the principal office of the Corporation, unless notice is given for a different place, date, or hour. If the date designated falls on a legal holiday, the annual meeting shall be held at the same hour and place on the next business day.

Section 4.08 Other Regular Meetings. Other regular meetings of the Board of Directors may be held as designated from time to time, by resolution or majority vote of the Board of Directors.

Section 4.09 Special Meetings. Special meetings of the Board of Directors may be called by the President or by any two (2) directors. Special meetings shall be held at the place, within the State of Georgia, designated by the person or persons calling the meeting, and in the absence of such designation, at the principal office of the Corporation.

Section 4.10 Notice of Meetings to Directors. Regular meetings of the Board may be held without notice. Special meetings of the Board shall be held upon five (5) days' notice if sent by first-class mail or upon forty-eight (48) hours' notice if notice is sent by personal delivery, overnight or express mail, telephone, facsimile or electronic mail. If sent by mail, the notice shall be deemed delivered as of the date deposited in the mail. Unless a director provides prior written notice to the Corporation to the contrary, notices shall be sent to each director at the address, telephone, facsimile number and/or e-mail address shown on the books of the Corporation. Notice of the time and place of holding an adjourned meeting need not be given to absent directors if the time and place of the adjourned meeting are fixed at the meeting adjourned and if such adjourned meeting is held no more than twenty-four (24) hours from the time of the original meeting. Notice shall be given of any adjourned regular or special meeting to directors absent from the original meeting if the adjourned meeting is held more than twenty-four (24) hours from the time of the original meeting.

Section 4.11 Contents of Notice. Notice of meetings not herein dispensed with shall specify the place, day and hour of the meeting. The purpose of any Board meeting need not be specified in the notice.

Section 4.12 Waiver of Notice and Consent to Holding Meetings. The transactions of any meeting of the Board, however called and noticed or wherever held, are as valid as though the meeting had been duly held after proper call and notice, provided a quorum, as hereinafter defined, is present and provided that either before or after the meeting each director not present signs a waiver of notice, a consent to holding the meeting, or an approval of the minutes thereof. All such waivers, consents, or approvals shall be filed with the corporate records or made a part of the minutes of the meeting.

Section 4.13 Quorum for Meetings. Fifty One percent (51%) of the members of the Board of Directors shall constitute a quorum for the transaction of any business except adjournment. Except as otherwise provided in these Bylaws or in the Articles of Incorporation of this Corporation, or by law, no business shall be considered by the Board at any meeting at which a quorum is not present, and the only motion which the Chairman shall entertain at such meeting is a motion to adjourn. However, a majority of the directors present at such meeting may adjourn from time to time until the time fixed for the next regular meeting of the Board.

Section 4.14 Adjournment for Lack of Quorum. When a meeting is adjourned for lack of a quorum, no notice need be given of the time and place of the adjourned meeting or of the business to be transacted at such meeting, other than by announcement at the meeting at which the adjournment is taken.

Section 4.15 Loss of Quorum. The directors present at a duly called and held meeting at which a quorum is initially present may continue to do business despite the loss of a quorum at the meeting due to a withdrawal of directors from the meeting, if any action thereafter taken is approved by at least a majority of the required quorum for such meeting or such greater percentage as may be required by law, by the Articles of Incorporation or by the Bylaws of this Corporation.

Section 4.16 Majority Action as Board Action. Every act or decision done or made by a majority of the directors present at a meeting duly held at which a quorum is present shall be the act of the Board of Directors, unless the Articles of Incorporation, the Bylaws of this Corporation, require a greater percentage or different voting rules for approval of the matter by the Board.

Section 4.17 Conduct of Meetings. The President of the Corporation shall be the Chairman of the Board of Directors and shall preside over its meetings. If the Chairman is not present at the meeting or if he is unwilling to or refuses to preside over the meeting, then the members who are present shall appoint a member to serve as Chairman for the meeting. The Secretary of the Corporation shall act as secretary of all meetings of the Board, provided that, in his absence, the presiding officer shall appoint another person to act as secretary of the meeting.

Section 4.18 Procedural Rules. Meetings of the Board shall be governed by such rules as the Board may adopt or revise from time to time, insofar as such rules are not inconsistent with or in conflict with these Bylaws, with the Articles of Incorporation of this Corporation, or with provisions of law.

Section 4.19 Action by Unanimous Written Consent without Meeting. Any action required or permitted to be taken by the Board of Directors under any provision of law may be taken without a meeting if all directors of the Board, individually or collectively, consent in writing to such action. Such written consent or consents shall be filed with the minutes of the proceedings of the Board. An action by written consent shall have the same force and effect as the unanimous vote of the directors. Any certificate or other document filed under any provision of law which relates to the action so taken shall state that the action was taken by no less than the majority of the Board of Directors without a meeting and that the Bylaws of this Corporation authorize the directors to so act, and such statement shall be prima facie evidence of such authority.

ARTICLE V
Officers of the Corporation

Section 5.01 Officers. The Officers of the Corporation shall be:

President/Chairman of the Board: Shannon M. Johnson

Vice President and Director: Joel Presley

Secretary/Treasurer/CFO: Garrett Black

Any number of offices may be held by the same person.

Section 5.02 Qualification, Election and Term of Office. Any person may serve as officer of this Corporation. Officers shall be elected by the Board of Directors, at any time, and each officer shall hold office until he resigns or is removed or is otherwise disqualified to serve, or until his successor shall be elected and qualified, whichever occurs first.

Section 5.03 Subordinate Officers. The Board of Directors may appoint such other officers or agents as it may deem desirable, and such officers shall serve such terms, have such authority, and perform such duties as may be prescribed from time to time by the Board of Directors.

Section 5.04 Removal and Resignation. The Board of Directors may remove any officer, either with or without cause, at any time. Any officer may resign at any time by giving written notice to the Board of Directors or to the President of the Corporation. Any such resignation shall take effect at the date of receipt of such notice or at any later date specified therein, and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

Section 5.05 Officer Vacancies. Any vacancy caused by the death, resignation, removal, disqualification, or otherwise, of any officer shall be filled by the Board of Directors. In the event of a vacancy in any office other than that of President, such vacancy may be filled temporarily by appointment by the President until such time as the Board shall fill the vacancy. Vacancies occurring in the offices of officers appointed at the discretion of the Board may or may not be filled as the Board shall determine.

Section 5.06 Duties of President. The President shall be the chief executive officer of the Corporation and shall, subject to the control of the Board of Directors, supervise and control the affairs of the Corporation and the activities of the officers. The Prsident shall perform all duties incident to the office and such other duties as may be required by law, by the Articles of Incorporation of this Corporation, or by these Bylaws, or which may be prescribed from time to time by the Board of Directors. Except as otherwise expressly provided by law, by the Articles of Incorporation, or by these Bylaws, the President shall, in the name of the Corporation, execute such deeds, mortgages, bonds, contracts, checks, or other instruments which may from time to time be authorized by the Board of Directors. In addition to the foregoing, the President shall appoint all committees, temporary or permanent; shall see that all books, reports, and certificates required by law are properly kept or filed with the corporate records; may be one, or the only one, of the officers who may sign checks of the Corporation; and shall present at each annual meeting an annual report of the work of the Corporation.

Section 5.07 Reserved.

Section 5.08 Duties of Secretary. In general, the Secretary shall perform all duties incident to the office of Secretary, shall serve as secretary of all meetings of the Board and shall perform all such other duties as may be required by law, by the Articles of Incorporation of this Corporation, or by these Bylaws, as well as those which may be assigned to the Secretary from time to time by the Board of Directors, including but not limited to:

(a) Certifying and keeping at the principal office of the Corporation or at such other place as the Board may determine the original, or a copy of these Bylaws as amended or otherwise altered to date;

(b) Keeping at the principal office of the Corporation or at such other place as the Board may determine, a book of minutes of all meetings of the directors, and, if applicable, meetings of committees of the Board, recording therein the time and place of holding, whether regular or special, how called, how notice thereof was given, the names of those present or represented at the meeting, and the proceedings thereof;

(c) Ensuring that all notices are duly given in accordance with the provisions of these Bylaws or as required by law.

(d) Being custodian of the records and of the seal of the Corporation and ensuring that the seal is affixed to all duly executed documents, the execution of which documents, on behalf of the Corporation under its seal is authorized by law or these Bylaws; and,

(e) Exhibiting at all reasonable times to any director of the Corporation, or to his agent or attorney, on request therefore, the Bylaws, the corporate book and the minutes of the proceedings of the directors of the Corporation.

Section 5.09 Duties of Treasurer. In general, the Treasurer shall perform all duties incident to the office of Treasurer and such other duties as may be required by law, by the Articles of Incorporation of the Corporation, or by these Bylaws, or which may be assigned to the Treasurer from time to time by the Board of Directors, including but not be limited to:

(a) Taking charge and custody of, and being responsible for, all funds and securities of the Corporation, and depositing all such funds in the name of the Corporation in such banks, trust companies, or other depositories as shall be selected by the Board of Directors;

(b) Receiving and giving receipt for monies due and payable to the Corporation from any source whatsoever;

(c) Disbursing, or causing to be disbursed, the funds of the Corporation as may be directed by the Board of Directors and taking proper vouchers for such disbursements;

(d) Keeping and maintaining adequate and correct accounts of the Corporation's properties and business transactions, including accounts of its assets, liabilities, receipts, disbursements, gains and losses;

(e) Exhibiting at all reasonable times the books of account and financial records to any director of the Corporation, or to his agent or attorney, on request for such;

(f) Rendering to the President and directors, whenever requested, an account of any or all of his transactions as Treasurer and of the financial condition of the Corporation; and

(g) Preparing or causing to be prepared, among other required reports, the Annual Report and financial statements of the Corporation, and certifying or causing to be certified, the financial statements to be included in such or any other required reports.

Section 5.10 Compensation. The salaries of the officers, if any, shall be fixed from time to time by resolution of the Board of Directors. No officer shall be prevented from receiving such salary by reason of the fact that she is also a director of the Corporation. In all cases, any salaries received by officers of this Corporation shall be reasonable and given in return for services actually rendered for the Corporation which relate to the performance of the charitable or public purposes of this Corporation.

ARTICLE VI
Board of Director Committees

Section 6.01 Committees. The Board of Directors may appoint such committees as it shall deem necessary and appropriate. The term of each committee shall be for such period of time as designated by the Board of Directors. Also, the Board of Directors may, at any time, vote to terminate a committee member or a committee.

Section 6.02 Meetings and Action of Committees. Meetings and action of committees shall be governed by, noticed, held and taken in accordance with the provisions of these Bylaws concerning meetings of the Board of Directors, with such changes in the context of such Bylaw provisions as are necessary to substitute the committee and its members for the Board of Directors and its directors, except that the time for regular meetings of committees may be fixed by resolution of the Board of Directors or by the committee. The Board of Directors may also fix the time for special meetings of committees. The Board of Directors may also adopt rules and regulations pertaining to the conduct of meetings of committees to the extent that such rules and regulations are not inconsistent with the provisions of these Bylaws.

ARTICLE VII
Execution of Instruments, Deposits and
Funds

Section 7.01 Execution of Instruments. The Board of Directors, except as otherwise provided in these Bylaws, may by resolution authorize any officer or agent of the Corporation 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. Unless so authorized, no officer, agent or employee shall have any power or authority to bind the Corporation by any contract or engagement or to pledge its credit or to render it liable monetarily for any purpose or in any amount.

Section 7.02 Checks and Notes. Except as otherwise specifically determined by resolution of the Board of Directors, or as otherwise required by law, checks, drafts, promissory notes, orders for the payment of money, and other evidence of indebtedness of the Corporation shall be signed by the President of the Corporation.

Section 7.03 Deposits. All funds of the Corporation shall be deposited from time to time to the credit of the Corporation in such banks, trust companies, or other depositories as the Board of Directors may select.

Section 7.04 Gifts. The Board of Directors may accept on behalf of the Corporation any contribution, gift, bequest, grant, or devise for the charitable or public purposes of this Corporation.

ARTICLE VIII
Corporate Records, Reports and Seal

Section 8.01 Maintenance of Corporate Records. At its principal office in the State of Georgia, or at such other place as the Board may determine the Corporation shall keep and maintain available at all reasonable times during office hours for inspection by the directors of the Corporation all of the following:

(a) The minutes of all meetings of directors and committees of the Board, indicating the time and place of holding such meetings, whether regular or special, how called, the notice given, and the names of those present and the proceedings thereof;

(b) Adequate and correct books and records of account, including accounts of its properties and business transactions and accounts of its assets, liabilities, receipts, disbursements, gains and losses; and

(c) A copy of the Corporation's Articles of Incorporation and Bylaws as amended to date.

Section 8.02 Corporate Seal. The Board of Directors may adopt, use, and at will, alter a corporate seal. The seal shall be kept at the principal office of the Corporation or at such other place as the Board may determine. The failure to affix the seal to corporate instruments, however, shall not affect the validity of any such instrument.

Section 8.03 Directors’ Inspection Rights. Every director shall have the absolute right at any reasonable time to inspect and copy all books, records and documents of every kind and to inspect the physical properties of the Corporation.

Section 8.04 Right To Copy and Make Extracts. Any inspection under the provisions of Article may be made in person or by agent or attorney and the right to inspection includes the right to copy and make extracts.

Section 8.05 Annual Reports. The Treasurer shall cause an annual report to be furnished not later than sixty (60) days after the close of the Corporation's fiscal year to all directors of the Corporation. The annual report shall be accompanied by any report thereon of independent accountants, or, if there is no such report, the certificate of an authorized officer of the Corporation that such statement were prepared without audit from the books and records of the Corporation.

Section 8.06 Contents of Annual Report. The Annual Report shall include but not be limited to following information in appropriate detail:

(a) The assets and liabilities, including the trust funds, of the Corporation as of the end of the fiscal year;

(b) The principal changes in assets and liabilities, including trust funds, during the fiscal year;

(c) The revenue or receipts of the Corporation both unrestricted and restricted to particular purposes, for the fiscal year; and,

(d) The expenses or disbursements of the Corporation, for both general and restricted purposes, during the fiscal year.

ARTICLE IX
Prohibited Transactions

Section 9.01 Prohibition against Sharing Corporate Profits. No member, director, officer, employee, or other person connected with this Corporation, or any private individual, shall receive any net earnings or pecuniary profit from the operations of the Corporation, provided, however, that: (i) this provision shall not prevent the payment of reasonable compensation to any person for services performed for the Corporation in effecting any of the Corporation’s public or charitable purposes; and (ii) the payment of such compensation is otherwise permitted by these Bylaws and is fixed by resolution of the Board of Directors.

ARTICLE X
Indemnification and Insurance

Section 10.01 Non-Liability of Volunteer Director or Officer. A volunteer director or volunteer executive officer of the Corporation shall have no personal liability to a third party for monetary damages caused by the negligent act or omission of that person in the performance of that person’s duties as a director or executive officer if:

(a) The act or omission was within the scope of that person’s duties as a director or executive officer of the Corporation;

(b) The act or omission was performed in good faith;

(c) The act or omission was not reckless, wanton, intentional or grossly negligent; and,
(d) Damages caused by the act or omission are covered pursuant to a liability insurance policy issued to the Corporation (either in the form of a general liability policy or director and officer’s liability or issued personally to the director or executive officer) or the Board made all reasonable efforts in good faith to obtain such liability insurance but was unsuccessful or unable to obtain such liability insurance.

Section 10.02 Indemnification of Directors, Officers, Employees and Other Agents.

(a) The Corporation shall indemnify any person who has or is a party or is threatened to be made a party to all: threatened, pending or completed action, suit or investigative proceeding (other than an action by or in the right of the Corporation) by reason of the fact that he is or was a director or officer of the Corporation, or is or was serving at the request of the Corporation as a director or officer of another Corporation, against expenses (including attorney’s fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in a manner reasonably believed in good faith to be in or not opposed to the best interests of the Corporation and with respect to any criminal action or proceeding, had no reasonable cause to believed his conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in a manner which he reasonable believed in good faith to be in or not opposed to the best interests of the Corporation, and with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful.

(b) To the extent that a person indemnified under this section has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in the first or second paragraph of this section, or in defense of any claim, issue or matter therein, he shall be indemnified against expenses (including attorney’s fees) actually and reasonably incurred by him in connection herewith.

(c) The indemnification under the first two paragraphs of this section (unless ordered by a court) shall be effective upon the Corporation only when authorized in the specific case upon a determination that indemnification of the director or officer is proper in the circumstances because he has met the applicable standard of conduct set forth in the first two paragraphs of this section. Such determination shall be made (1) by the Board of Directors by a majority vote of a quorum consisting of directors who were not parties to such action, suit or proceeding or (2) if such a quorum is not obtainable, or, even if obtainable, a quorum of disinterested directors so directs, by independent legal counsel, appointed by a Judge of the Superior Court of the Augusta Judicial Circuit.

(d) Expenses incurred by the Corporation in defending a civil or criminal action, suit, or proceeding may be paid by the Corporation in advance of the final disposition of such action, suit, or proceeding, as authorized in the specific case, upon receipt of an undertaking by or on behalf of the director, officers, employee, or agent to repay such amount, unless it shall ultimately be determined that he is entitled to be indemnified by the Corporation by this Article.

Section 10.03 Insurance for Corporate Agents. To the full extent allowed by law, the Corporation shall have the right to purchase insurance on behalf of itself, its directors, officers, employees or other agents of the Corporation. The Board of Directors may adopt a resolution authorizing the purchase and maintenance of such insurance on behalf of any agent of the Corporation (including a director, officer, employee or other agent of the Corporation) against any liability asserted against or incurred by the agent in such capacity or arising out of the agent's status as agent, even if the Corporation would not otherwise have the power to indemnify the agent against such liability under the Law.

ARTICLE XI
Amendment of Bylaws or Articles

Section 11.01 Amendment of Bylaws. These Bylaws may be amended at any meeting of the Directors by the favorable vote of a majority of the Directors of the Corporation.