AMENDED AND RESTATED
The Corporation may have such offices, either within or without the
State of Tennessee, as the Board of Directors may designate or as the business
of the Corporation may require from time to time.
2.1 ANNUAL MEETING.
An annual meeting of the shareholders of the Corporation shall be held
on such date as may be determined by the Board of Directors. The business to
be transacted at such meeting shall be the election of directors and such other
business as shall be properly brought before the meeting.
2.2 SPECIAL MEETINGS.
A special meeting of shareholders shall be held on call of the Board
of Directors or if the holders of at least twenty-five percent (25%) of all the
votes entitled to be cast on any issue proposed to be considered at the
proposed special meeting sign, date, and deliver to the Corporation's Secretary
one (1) or more written demands for the meeting describing the purpose or
purposes for which such special meeting is to be held, including all statements
necessary to make any statement of such purpose not incomplete, false or
misleading, and include any other information specified
in Schedule 14A, Rule
14a-3, Rule 14a-8, or Rule 14a-11 of the Rules and Regulations of the
Securities and Exchange Commission. Only business within the purpose or
purposes described in the meeting notice may be conducted at a special