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 fifteen percent (15%) of the
voting power of each of the Class A Common Stock and the Class B Common Stock
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 shareholders' meeting.