for the size of the Board, or whether the size of the Board shall be fixed or
variable-range may be fixed, changed or determined from time to time by the
Board of Directors.
(B) TERM. The Board of Directors shall be divided into
three classes, designated Class I, Class II and Class III. Each class shall
consist, as nearly as possible, of one-third of the total number of directors
constituting the entire Board of Directors. Each class of directors shall be
elected for a three-year term, except at the 1997 annual meeting of
shareholders, Class I directors shall be elected for a one-year term; Class II
directors shall be elected for a two-year term; and Class III directors shall
be elected for a three-year term. If the number of directors is changed, any
increase or decrease shall be apportioned among the classes so as to maintain
the number of directors in each class as nearly equal as possible, and any
additional director of any class elected to fill a vacancy resulting from an
increase in such class shall hold office for a term that shall coincide with
the remaining term of that class, but in no case will a decrease in the number
of directors shorten the term of any incumbent director. A director shall hold
office until the annual meeting for the year in which his or her term expires
and until his or her successor shall be elected and shall qualify, subject,
however, to prior death, resignation, retirement, disqualification or removal
3.3 MEETINGS; NOTICE.
The Board of Directors may hold regular and special meetings either
within or without the State of Tennessee. The Board of Directors may permit
any or all directors to participate in a regular or special meeting by, or
conduct the meeting through the use of, any means of communication by which all
directors participating may simultaneously hear each other during the meeting.
A director participating in a meeting by this means is deemed to be present in
person at the meeting.
(A) REGULAR MEETINGS. Unless the Charter otherwise
provides, regular meetings of the Board of Directors may be held without notice
of the date, time, place, or purpose of the meeting.