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Section 2. Certificates of Stock. The certificates of stock shall be of such form and device as the Board of Directors may adopt. All certificates of stock shall be signed by the President, or in his absence, by a Vice-President or by the Chairman if there be one, and by the Secretary or Assistant Secretary or by such other persons as may be authorized by law to sign such certificates. Such certificates shall exhibit the holders? names and the number of shares, be numbered, and entered in the books of the corporation as they are issued.

Section 3. Transfers of Stock and Duplicate certificates. Transfer of stock shall be made only on the books of the corporation. No new certificate shall be issued in lieu of an old one, unless the latter is properly endorsed, surrendered and marked ?cancelled? at the time the new one is issued. If, however, a certificate shall be lost or destroyed, the Board of Directors may order a new certificate issued upon receipt by the corporation of satisfactory security by bond or otherwise against loss to the corporation and upon such other terms, conditions and guaranties as such Board may require. Any such new certificates shall be plainly marked ?duplicate? on its face.

Section 4. Recognition of Ownership and Treasury Stock. Any person, firm or corporation in whose name stock stands on the books of the corporation, whether individually, or as trustee, pledgee or otherwise, may by recognized and treated by the corporation as the absolute owner thereof, and the corporation shall in no event be obliged to deal with or to recognize the rights or interests of any other person in such stock, or in any part thereof. Treasury stock shall be held by the corporation subject to disposal by the Board of Directors and shall neither be voted nor participate in dividends and other distributions.

ARTICLE III

Meeting of shareholders

Section 1. Location. All meetings of the shareholders shall be held at any place within or without the State of South Carolina which may be designated either by the Board of Directors or by the written consent of all shareholders entitled to vote thereat given either before or after the meeting and filed by the Secretary of the corporation. In the absence of any such designation, shareholders? meetings shall be held at 103 Continental Place, in the City of Brentwood, State of Tennessee.

Section 2. Annual Meeting. The annual meeting of the stockholders shall be held on such dates and at such times as determined by the Board of Directors. At such meeting, the stockholders shall elect directors, by a plurality vote, to serve for the ensuing year or until their successors shall be elected and qualified.

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