Attached files
file | filename |
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S-1/A - FORM S-1/A - Athens Bancshares Corp | g20505a1sv1za.htm |
EX-1.2 - EX-1.2 - Athens Bancshares Corp | g20505a1exv1w2.htm |
EX-5.1 - EX-5.1 - Athens Bancshares Corp | g20505a1exv5w1.htm |
EX-8.2 - EX-8.2 - Athens Bancshares Corp | g20505a1exv8w2.htm |
EX-1.1 - EX-1.1 - Athens Bancshares Corp | g20505a1exv1w1.htm |
EX-2.1 - EX-2.1 - Athens Bancshares Corp | g20505a1exv2w1.htm |
EX-8.1 - EX 8.1 - Athens Bancshares Corp | g20505a1exv8w1.htm |
EX-3.1 - EX-3.1 - Athens Bancshares Corp | g20505a1exv3w1.htm |
EX-10.7 - EX-10.7 - Athens Bancshares Corp | g20505a1exv10w7.htm |
EX-10.4 - EX-10.4 - Athens Bancshares Corp | g20505a1exv10w4.htm |
EX-10.6 - EX-10.6 - Athens Bancshares Corp | g20505a1exv10w6.htm |
EX-23.2 - EX-23.2 - Athens Bancshares Corp | g20505a1exv23w2.htm |
EX-10.16 - EX-10.16 - Athens Bancshares Corp | g20505a1exv10w16.htm |
EX-10.15 - EX-10.15 - Athens Bancshares Corp | g20505a1exv10w15.htm |
Exhibit 3.2
AMENDED AND RESTATED BYLAWS
OF
ATHENS BANCSHARES CORPORATION
OF
ATHENS BANCSHARES CORPORATION
ARTICLE I
Shareholders
Shareholders
SECTION 1. Place of Meetings.
All annual and special meetings of shareholders shall be held at the principal office of the
Corporation or at such other place within or without the State of Tennessee as the Board of
Directors may determine and as designated in the notice of such meeting.
SECTION 2. Annual Meeting.
A meeting of the shareholders of the Corporation for the election of directors and for the
transaction of any other business of the Corporation shall be held annually at such date and time
as the Board of Directors may determine.
SECTION 3. Special Meetings.
Special meetings of the shareholders of the Corporation may be called only by the persons
authorized to do so by the Corporations Charter (as may be amended from time to time, the
Charter). Business transacted at any special meeting shall be confined to the purpose or
purposes stated in the notice of such meeting.
SECTION 4. Organization.
The Chairman of the Board of the Corporation or, in his or her absence, the President and
Chief Executive Officer of the Corporation or, in his or her absence, such person as the Board of
Directors may have designated or, in the absence of such a person, such person as may be chosen by
the holders of a majority of the shares entitled to vote who are present, in person or by proxy,
shall call to order any meeting of the shareholders and act as chairman of the meeting. In the
absence of the Secretary of the Corporation, the secretary of the meeting shall be such person as
the chairman of the meeting appoints.
SECTION 5. Conduct of Meetings.
(a) The chairman of any meeting of shareholders shall determine the order of business and the
procedures at the meeting, including such regulation of the manner of voting and the conduct of
discussion as he or she shall determine to be in order. The date and time of the opening and
closing of the polls for each matter upon which the shareholders will vote at the meeting
shall be announced at the meeting.
(b) At any annual meeting of the shareholders, only such business shall be conducted as shall
have been brought before the meeting (i) by or at the direction of the Board of Directors or (ii)
by any shareholder of the Corporation who is entitled to vote with respect thereto and who complies
with the notice procedures set forth in this Section 5. For business to be properly brought before
an annual meeting by a shareholder, the business must relate to a proper subject matter for
shareholder action and the shareholder must have given timely notice thereof in writing to the
Secretary of the Corporation. To be timely, a shareholders notice must be delivered or mailed to
and received at the principal executive office of the Corporation not less than ninety (90) days
before the date of the annual meeting; provided, however, that if less than one
hundred (100) days notice or prior public disclosure of the date of the meeting is given or made
to shareholders, notice by the shareholder to be timely must be received not later than the close
of business on the 10th day following the day on which such notice of the date of the annual
meeting was mailed or such public disclosure was made. A shareholders notice to the Secretary
shall set forth as to each matter such shareholder proposes to bring before the annual meeting (i)
a brief description of the business desired to be brought before the annual meeting and the reasons
for conducting such business at the annual meeting, (ii) the name and address, as they appear on
the Corporations books, of the shareholder proposing such business, (iii) the class and number of
shares of the Corporations capital stock that are beneficially owned by such shareholder, (iv) a
statement disclosing (A) whether such shareholder is acting with or on behalf of any other person
and (B) if applicable, the identity of such person, and (v) any material interest of such
shareholder in such business. Notwithstanding anything in these Bylaws to the contrary, no
business shall be brought before or conducted at an annual meeting except in accordance with the
provisions of this Section 5. The Chairman of the Board or other person presiding over the annual
meeting shall, if the facts so warrant, determine and declare to the meeting that business was not
properly brought before the meeting in accordance with the provisions of this Section 5 and, if he
or she should so determine, he or she shall so declare to the meeting and any such business so
determined to be not properly brought before the meeting shall not be transacted.
At any special meeting of the shareholders, only such business shall be conducted as shall
have been brought before the meeting in accordance with Article I, Section 3.
(c) Only persons who are nominated in accordance with the procedures set forth in these Bylaws
shall be eligible for election as directors. Nominations of persons for election to the Board of
Directors of the Corporation may be made at a meeting of shareholders at which directors are to be
elected only (i) by or at the direction of the Board of Directors or (ii) by any shareholder of the
Corporation entitled to vote for the election of directors at the meeting who complies with the
notice procedures set forth in this Section 5. Such nominations, other than those made by or at
the direction of the Board of Directors, shall be made by timely notice in writing to the Secretary
of the Corporation. To be timely, a shareholders notice shall be delivered or mailed to and
received at the principal executive office of the Corporation not less than ninety (90) days before
the date of the meeting; provided, however, that if less than one hundred (100)
days notice or prior disclosure of
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the date of the meeting is given or made to shareholders, notice by the shareholder to be
timely must be so received not later than the close of business on the 10th day following the day
on which such notice of the date of the meeting was mailed or such public disclosure was made.
Such shareholders notice shall set forth (i) as to each person whom such shareholder proposes to
nominate for election or re-election as a director, all information relating to such person that is
required to be disclosed in solicitations of proxies for election of directors, or is otherwise
required, in each case pursuant to Regulation 14A under the Securities Exchange Act of 1934, as
amended (including such persons written consent to being named in the proxy statement as a nominee
and to serving as a director if elected); and (ii) as to the shareholder giving the notice (A) the
name and address, as they appear on the Corporations books, of such shareholder, (B) the class and
number of shares of the Corporations capital stock that are beneficially owned by such
shareholder, and (C) a statement disclosing (1) whether such shareholder or any nominee thereof is
acting with or on behalf of any other person and (2) if applicable, the identity of such person.
(d) The various requirements set forth in subsections (b) and (c) of this Section 5 shall
apply to all shareholder proposals and nominations, without regard to whether such proposals or
nominations are required to be included in the Corporations proxy statement or form of proxy.
SECTION 6. Notice of Meetings; Waiver of Notice.
Not less than ten (10) days nor more than two (2) months before the date of every shareholder
meeting, written notice stating the place, day and time of the meeting shall be given to each
shareholder entitled to vote at such meeting, either by mail to his or her address as it appears on
the records of the Corporation or by presenting it to him or her personally or by leaving it at his
or her residence or usual place of business. If mailed, such notice shall be deemed to be
delivered when deposited in the mail with postage prepaid.
When any shareholders meeting, either annual or special, is adjourned to a different date,
time or place, it shall not be necessary to give any notice of the new date, time or place, other
than an announcement of the new date, time or place at the meeting at which such adjournment is
taken. If a new meeting is adjourned to a date more than four (4) months after the date fixed for
the original meeting, a new record date for the adjourned meeting must be fixed and notice of the
adjourned meeting must be given to shareholders as of the new record date.
A shareholder may waive any notice required hereunder, before or after the date and time
stated in the notice, provided the waiver is in writing, signed by him or her and delivered to the
Corporation for inclusion in the minutes or filing with the corporate records. Attendance of a
person entitled to notice at a meeting in person or by proxy shall constitute a waiver of notice of
such meeting, except when such person attends the meeting for the purpose of objecting, at the
beginning of the meeting, to the transaction of any business because the meeting is not lawfully
called or convened.
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SECTION 7. Fixing of Record Date.
For the purpose of determining shareholders entitled to notice of or to vote at any meeting of
shareholders, or any adjournment thereof, or shareholders entitled to receive payment of any
dividend, or in order to make a determination of shareholders for any other proper purpose, the
Board of Directors shall fix in advance a date as the record date for any such determination of
shareholders. Such date in any case shall be not more than seventy (70) days before the date on
which the particular action, requiring such determination of shareholders, is to be taken. When a
determination of shareholders entitled to vote at any meeting of shareholders has been made as
provided in this section, such determination shall apply to any adjournment, except adjournment to
a date more than four (4) months after the date fixed for the original meeting, in which case a new
record date shall be set.
SECTION 8. Voting Lists.
A complete list of shareholders entitled to vote at any meeting of shareholders, arranged in
alphabetical order for each class of stock and showing the address of each such shareholder and the
number of shares registered in his or her name, shall be kept on file at the home office of the
Corporation. Such list shall be subject to inspection by any shareholder, upon written demand by
such shareholder, his or her agent or his or her attorney, beginning two (2) business days after
notice of the meeting is given for which the list was prepared and continuing through the meeting.
If the right to vote at any meeting is challenged, this list shall presumptively determine the
identity of the shareholders entitled to vote at the meeting and the number of shares held by him
or her.
SECTION 9. Quorum.
At any meeting of shareholders, the holders of a majority of the stock entitled to vote,
present in person or by proxy, shall constitute a quorum, unless or except to the extent that the
presence of a larger number may be required by law.
If a quorum fails to attend any meeting, the chairman of the meeting or the holders of a
majority of the shares of stock entitled to vote who are present in person or by proxy may adjourn
the meeting to any place, date and time, subject to the notice requirements of Section 6 of this
Article I. At such adjourned meeting at which a quorum shall be present or represented, any
business may be transacted which might have been transacted at the meeting as originally called.
The shareholders present at a duly organized meeting may continue to transact business until
adjournment, notwithstanding the withdrawal of enough shareholders to leave less than a quorum.
SECTION 10. Proxies.
At all meetings of shareholders, a shareholder may vote in person or by proxy. Proxies
solicited on behalf of management shall be voted as directed by the shareholder or, in the absence
of such direction, as determined by a majority of the Board of Directors or by a majority of a
committee of the Board of Directors, whose members will be designated from time to time by the
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Board of Directors, and which committee will have been delegated the power and authority to act on behalf of
the Board of Directors. No proxy shall be valid after eleven (11) months from the date of its
execution unless otherwise provided in the proxy.
SECTION 11. Voting.
Unless the Charter provides for a greater or lesser number of votes per share or limits or
denies voting rights, each outstanding share of stock, regardless of class, is entitled to one (1)
vote on each matter submitted to a vote at a meeting of shareholders.
Directors shall be elected by a plurality of the votes cast by the shares present in person or
present by proxy at the meeting and entitled to vote on the election of directors. There shall be
no cumulative voting by shareholders of any class or series in the election of directors of the
Corporation. Action on a matter (other than the election of directors) by a voting group is
approved if the votes cast within the voting group favoring the action exceed the votes cast
opposing the action, unless the Charter or applicable law requires a greater number of affirmative
votes.
SECTION 12. Voting of Shares in the Name of Two or More Persons.
When ownership of stock stands in the name of two or more persons, in the absence of written
directions to the Corporation to the contrary, at any meeting of the shareholders of the
Corporation, any one or more of such shareholders may cast, in person or by proxy, all votes to
which such ownership is entitled. If an attempt is made to cast conflicting votes, in person or by
proxy, by the several persons in whose names shares of stock stand, the vote or votes to which
these persons are entitled shall be cast as directed by a majority of those holding such stock and
present in person or by proxy at such meeting, but no votes shall be cast for such stock if a
majority cannot agree.
SECTION 13. Voting of Shares by Certain Holders.
Shares standing in the name of another corporation may be voted by any officer, agent, or
proxy as the bylaws of such corporation may prescribe, or, in the absence of such provision, as the
board of directors of such corporation may determine. Shares held by an administrator, executor,
guardian, trustee, or conservator may be voted by such person, either in person or by proxy,
without a transfer of such shares into such persons name. Shares standing in the name of a
receiver may be voted by such receiver, and shares held by or under the control of a receiver may
be voted by such receiver without the transfer thereof into such receivers name if authority to do
so is contained in an appropriate order of the court or other public authority by which such
receiver was appointed.
A shareholder whose shares are pledged shall be entitled to vote such shares until the shares
have been transferred into the name of the pledgee, and thereafter, the pledgee shall be entitled
to vote the shares so transferred.
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Neither shares of its own stock held by the Corporation in its treasury, nor shares held by
another corporation if a majority of the shares entitled to vote for the election of directors of
such other corporation are held by the Corporation, shall be voted at any meeting or counted in
determining the total number of outstanding shares at any given time for purposes of any meeting.
SECTION 14. Inspectors of Election.
In advance of any meeting of shareholders, the Board of Directors may appoint any persons,
other than nominees for office, as inspectors of election to act at such meeting or any adjournment
thereof. The number of inspectors shall be either one (1) or three (3). If the Board of Directors
so appoints either one (1) or three (3) inspectors, that appointment shall not be altered at the
meeting. If inspectors of election are not so appointed, the Chairman of the Board of Directors or
the President and Chief Executive Officer may make such appointment at the meeting. If any person
appointed as inspector fails to appear or fails or refuses to act, the vacancy may be filled by
appointment by the Board of Directors in advance of the meeting or at the meeting by the chairman
of the meeting or the President and Chief Executive Officer.
Unless otherwise prescribed by applicable law, the duties of such inspectors shall include:
determining the number of shares of stock and the voting power of each share, the shares of stock
represented at the meeting, the existence of a quorum, and the authenticity, validity and effect of
proxies; receiving votes, ballots or consents; hearing and determining all challenges and questions
in any way arising in connection with the right to vote; counting and tabulating all votes or
consents; determining the result; and such acts as may be proper to conduct the election or vote
with fairness to all shareholders.
SECTION 15. Action Without a Meeting.
Any action required or permitted to be taken by the Corporations shareholders at a meeting
may be taken without a meeting. If all shareholders consent to taking such action without a
meeting, the affirmative vote of the number of shareholders that would be necessary to authorize or
take such action at a meeting is the act of the shareholders. The action must be evidenced by one
(1) or more written consents describing the action taken, signed by each shareholder in one (1) or
more counterparts, indicating each signing shareholders vote or abstention on the action, and
shall be included in the minutes or filed with the corporate records reflecting the action taken.
SECTION 16. Control Share Acquisitions.
Control share acquisitions, as defined in Section 48-103-302 of the Tennessee Business
Corporation Act, as amended (the TBCA), with respect to shares of the Corporation shall be
governed by and subject to the provisions of the Tennessee Control Share Acquisition Act, and
Sections 48-103-308 and 48-103-309 of the TBCA shall apply to the Corporation.
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SECTION 17. Business Combinations.
The Corporation hereby expressly elects not to be governed by the Tennessee Business
Combination Act as set forth in Sections 48-103-205 and 48-103-208 of the TBCA.
ARTICLE II
Board of Directors
Board of Directors
SECTION 1. General Powers.
The business and affairs of the Corporation shall be managed by its Board of Directors. The
Board of Directors may exercise all the powers of the Corporation, except those conferred on or
reserved to the shareholders by statute or by the Charter or these Bylaws. The Board of Directors
may adopt such rules and regulations for the conduct of its meetings and the management of the
Corporation as it may deem proper, and which are not inconsistent with these Bylaws and with the
TBCA. The Board of Directors shall annually elect a Chairman of the Board from among its members
who shall, when present, preside at its meetings.
SECTION 2. Number, Term, and Election.
The Board of Directors shall initially consist of eight (8) members and shall be divided into
three classes as nearly equal in number as possible. The members of each class shall be elected
for a term of three (3) years and until their successors are elected or qualified, in accordance
with the provisions of the Charter. The number of directors who shall constitute the Board of
Directors shall be such number as the Board of Directors shall from time to time have designated by
resolution, but in no event shall the number of directors be increased or decreased beyond the
range established in the Charter.
SECTION
3. Qualifications.
In addition to the qualification set forth in Section 17 of Article II:
(a) Each director shall at all times be the beneficial owner of not less than one-hundred
(100) shares of capital stock of the Corporation.
(b) At all times, a majority of the whole Board of Directors must reside, work or maintain a
place of business in the State of Tennessee or in any Metropolitan Statistical Area, Primary
Metropolitan Statistical Area or Consolidated Metropolitan Statistical Area that includes the
location of the principal office of the Corporation.
(c) A person is not qualified to serve as director of the Corporation if he or she: (1) is
under indictment for, or has ever been convicted of, a criminal offense involving dishonesty or
breach of trust and the penalty for such offense could be imprisonment for more than one year, or
(2)
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is a person against who a banking agency has, within the past ten years, issued a cease and
desist order for conduct involving dishonesty or breach of trust and that order is final and not
subject to appeal, or (3) has been found either by a regulatory agency whose decision is final and
not subject to appeal or by a court to have (i) breached a fiduciary duty involving personal profit
or (ii) committed a willful violation of any law, rule or regulation governing banking, securities,
commodities or insurance, or any final cease and desist order issued by a banking, securities,
commodities or insurance regulatory agency.
SECTION 4. Place of Meetings.
All regular and special meetings of the Board of Directors shall be held at the principal
office of the Corporation or at such other place within or without the State of Tennessee as the
Board of Directors may determine and as designated in the notice of such meeting, if necessary.
SECTION 5. Regular Meetings.
Regular meetings of the Board of Directors may be held without notice of the date, time, place
or purpose of the meeting as the Board of Directors may determine and publicize among the
directors.
SECTION 6. Special Meetings.
Special meetings of the Board of Directors may be called by the President and Chief Executive
Officer, the Chairman of the Board, or by one-third of the directors. The persons authorized to
call special meetings of the Board of Directors may fix any place within or without the State of
Tennessee as the place for holding any special meeting of the Board of Directors called by such
persons.
SECTION 7. Telephonic Participation.
Members of the Board of Directors, or any committee thereof, may participate in a meeting of
such Board or committee by means of a conference telephone or similar communications equipment by
means of which all persons participating in the meeting can hear each other, and participation in a
meeting pursuant to this Section 7 shall constitute presence in person at such meeting.
SECTION 8. Notice.
A notice of a regular meeting shall not be required. The Secretary shall give written notice
of any special meeting to each director at least two (2) days previous thereto delivered personally
or by telegram or facsimile or at least five (5) days previous thereto delivered by mail at the
address at which the director is most likely to be reached. Notice shall be deemed to be delivered
when deposited in the United States mail so addressed, with postage thereon prepaid if mailed or
when
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delivered to the telegraph company if sent by telegram or when transmitted via facsimile to
the number provided by the director for such communications if sent by facsimile. Any director may
waive notice of any meeting either before or after the holding thereof by written waiver filed with
the records of the meeting. The attendance of a director at a meeting shall constitute a waiver of
notice of such meeting, except where a director attends a meeting for the express purpose of
objecting to the transaction of any business because the meeting is not lawfully called or
convened. Neither the business to be transacted at, nor the purpose of, any meeting of the Board
of Directors need be specified in the notice or waiver of notice of such meeting.
SECTION 9. Quorum.
A majority of the number of directors in office immediately before the meeting begins shall
constitute a quorum for the transaction of business at any meeting of the Board of Directors, but
if less than such majority is present at a meeting, a majority of the directors present may adjourn
the meeting from time to time. Notice of any adjourned meeting shall be given in the same manner
as prescribed by Section 8 of this Article II.
SECTION 10. Manner of Acting.
The vote of the majority of the directors present at a meeting at which a quorum is present
shall be the act of the entire Board of Directors, unless a greater number is prescribed by these
Bylaws, the Charter, or the TBCA.
SECTION 11. Action Without a Meeting.
Any action required or permitted to be taken by the Board of Directors at a meeting may be
taken without a meeting. If all directors consent to taking such action without a meeting, the
affirmative vote of the number of directors that would be necessary to authorize or take such
action at a meeting is the act of the board. The action must be evidenced by one (1) or more
written consents describing the action taken, signed by each director in one (1) or more
counterparts, indicating each signing directors vote or abstention on the action, and shall be
included in the minutes or filed with the corporate records reflecting the action taken. Action
taken under this section is effective when the last director signs the consent, unless the consent
specifies a different effective date. A consent signed under this section has the effect of a
meeting vote and may be described as such in any document.
SECTION 12. Resignation.
Any director may resign at any time by sending a written notice of such resignation to the
principal office of the Corporation addressed to the Board of Directors, the Chairman of the Board
or the President and Chief Executive Officer. Such resignation shall take effect upon delivery,
unless the notice specifies a later effective date.
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SECTION 13. Vacancies.
Vacancies in the Board of Directors of the Corporation, however caused, and newly created
directorships shall be filled only by a vote of at least a majority of the directors then in
office, whether or not a quorum, and any director so chosen shall hold office for a term expiring
at the next meeting of shareholders at which directors are elected.
SECTION 14. Removal of Directors.
Any director or the entire Board of Directors may be removed only for cause and then only in
accordance with the provisions of the Charter.
SECTION 15. Compensation.
Directors, as such, may receive a stated fee for their services and a reasonable fixed sum,
and reasonable expenses of attendance, if any, for actual attendance at each regular or special
meeting of the Board of Directors. Members of either standing or special committees may be allowed
such compensation as the Board of Directors may determine.
SECTION 16. Presumption of Assent.
A director of the Corporation who is present at a meeting of the Board of Directors at which
action on any corporate matter is taken shall be presumed to have assented to the action taken
unless the directors dissent or abstention shall be entered in the minutes of the meeting or
unless the director shall file a written dissent to such action with the person acting as the
secretary of the meeting before the adjournment thereof or shall forward such dissent by registered
mail to the Secretary of the Corporation immediately after the adjournment of the meeting. Such
right to dissent shall not apply to a director who votes in favor of such action.
SECTION 17. Age Limitation.
No person seventy (70) years of age or older shall be eligible for election, reelection,
appointment or reappointment to the Board of Directors. No person shall serve as a director beyond
the annual meeting of shareholders immediately following such person becoming seventy (70) years of
age; provided, however, such person may serve the remainder of his or her unexpired term. The
provisions of this Section 17 do not apply to an advisory or honorary director.
SECTION 18. Honorary and Advisory Directors.
When a director of the Corporation ceases to be eligible to serve as a director in accordance
with Section 17 of Article II or otherwise retires under the retirement policies of the Corporation
as
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established from time to time by the Board of Directors, the director automatically shall
become an honorary director of the Corporation following retirement. The Board of Directors may
also appoint any individual as an honorary director, director emeritus, or member of the advisory
board established by the Board of Directors. Any individual automatically becoming an honorary
director or appointed an honorary director, director emeritus, or member of an advisory board as
provided by this section may be compensated as provided by the Board of Directors. However, such
director may not vote at any meeting of the Board of Directors or be counted in determining a
quorum and shall not have any responsibility or be subject to any liability imposed upon a
director, or otherwise be deemed a director.
ARTICLE III
Committees of the Board of Directors
Committees of the Board of Directors
The Board of Directors, by a vote of a majority of the Board of Directors then in office, may
from time to time designate committees of the Board, with such lawfully delegable powers and duties
as it thereby confers, to serve at the pleasure of the Board and shall, for these committees and
any others provided for herein, elect a director or directors to serve as the member or members,
designating, if it desires, other directors as alternate members who may replace any absent or
disqualified member at any meeting of the committee. Any such committee, to the extent provided in
the resolution of the Board of Directors, shall have and may exercise all the powers and authority
of the Board of Directors in the management of the business and affairs of the Corporation, and may
authorize the seal of the Corporation to be affixed to all papers which may require it;
provided, however, that any such committee shall have no power or authority with
reference to (i) authorizing distributions, except according to a formula or method prescribed by
the Board of Directors, (ii) filling vacancies on the Board of Directors or on any of its
committees, (iii) adopting, amending or repealing these Bylaws, (iv) authorizing the reacquisition
of shares, except according to a formula or method prescribed by the Board of Directors, and (v)
authorizing or approving the issuance or sale or contract for sale of shares, or determining the
designation and relative rights, preferences and limitations of a class or series of shares, except
that the Board of Directors may authorize a committee to do so within the limits specifically
prescribed by the Board of Directors.
Each committee may determine the procedural rules for meeting and conducting its business and
shall act in accordance therewith, except as otherwise provided herein or required by law.
Adequate provision shall be made for notice to members of all meetings. The quorum requirements
for each such committee shall be a majority of the members of such committee unless otherwise
determined by the Board of Directors by a majority vote of the Board of Directors, and all matters
considered by such committees shall be determined by a majority vote of the members present.
Action may be taken by any committee without a meeting if all members thereof consent thereto in
writing, and the writing or writings are filed with the minutes of the proceedings of such
committee.
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ARTICLE IV
Officers
Officers
SECTION 1. Generally.
(a) The Board of Directors, as soon as may be practicable after the annual meeting of the
shareholders, shall choose a President and Chief Executive Officer, a Secretary and a Treasurer and
from time to time may choose one or more Vice Presidents or such other officers as it may deem
proper. A person may hold more than one office in the Corporation but may not serve concurrently
as both President and Secretary of the Corporation.
(b) All officers chosen by the Board of Directors shall have such powers and duties as
generally pertain to their respective offices. Such officers shall also have such powers and
duties as from time to time may be conferred by the Board of Directors or any committee thereof.
SECTION 2. Election and Term of Office.
An officer serves for one (1) year or until his or her successor is elected and qualified. If
the Board of Directors in its judgment finds that the best interests of the Corporation will be
served, it may remove any officer or agent in accordance with Section 3 of this Article IV.
SECTION 3. Removal.
Any officer may be removed with or without cause by the vote of the majority of the Board of
Directors whenever, in its judgment, the best interests of the Corporation will be served thereby,
but such removal shall not affect the contract rights of the Corporation, if any, with the person
so removed.
SECTION 4. Vacancies.
A vacancy in any office because of death, resignation, removal, disqualification, or
otherwise, may be filled by the Board of Directors for the unexpired portion of the term.
SECTION 5. Remuneration.
The Board of Directors shall have the power to fix the salaries and other compensation and
remuneration, by employment contract or otherwise, of all officers of the Corporation.
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ARTICLE V
Contracts, Loans, Checks and Deposits
Contracts, Loans, Checks and Deposits
SECTION 1. Contracts.
To the extent permitted by applicable law, and except as otherwise prescribed by the Charter
or these Bylaws with respect to certificates for shares, the Board of Directors may authorize any
officer, employee, 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. Such authority may be general or
confined to specific instances.
SECTION 2. Loans.
No loans shall be contracted on behalf of the Corporation and no evidence of indebtedness
shall be issued in its name unless authorized by the Board of Directors. Such authority may be
general or confined to specific instances. The Corporation shall not lend money to, or guarantee
the obligation of, any officer or director of the Corporation unless the Board of Directors
determines that the loan or guarantee benefits the Corporation and is permissible under applicable
laws and regulations and either approves the specific loan or guarantee or a general plan
authorizing loans and guarantees.
SECTION 3. Checks, Drafts, Etc.
All checks, drafts or other orders for the payment of money, notes, or other evidences of
indebtedness issued in the name of the Corporation shall be signed by one (1) or more officers,
employees, or agents of the Corporation in such manner as shall from time to time be determined by
resolution of the Board of Directors.
SECTION 4. Deposits.
All funds of the Corporation not otherwise employed shall be deposited from time to time to
the credit of the Corporation in any of its duly authorized depositories as the Board of Directors
may select.
ARTICLE VI
Certificates for Shares; Payment and Transfer of Shares
Certificates for Shares; Payment and Transfer of Shares
SECTION 1. Certificates for Shares and their Transfer.
Each shareholder shall be entitled to certificates which represent and certify the shares of
stock he or she holds in the Corporation. Each stock certificate shall include on its face the
name of the Corporation, the name of the shareholder and the class of stock and number of shares
represented
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by the certificate and be in such form, not inconsistent with law or with the Charter, as
shall be approved by the Board of Directors or any officer or officers designated for such purpose
by resolution of the Board of Directors. Each stock certificate shall be signed by the President
and Chief Executive Officer, countersigned by the Secretary, and sealed with the corporate seal or
a facsimile thereof. The signature of such officers upon a certificate may be facsimiles if the
certificate is manually signed on behalf of a transfer agent or a registrar other than the
Corporation itself or one (1) of its employees. Each certificate for shares of capital stock shall
be consecutively numbered or otherwise identified.
Any restrictions imposed on the transfer or registration of transfer of shares of the
Corporation shall be noted conspicuously on the front or back of each certificate representing such
shares.
Notwithstanding the foregoing, the Board of Directors of the Corporation may provide by
resolution or resolutions that some or all of any or all classes or series of the Corporations
stock shall be uncertificated shares. Any such resolution shall not apply to shares represented by
a certificate until such certificate is surrendered to the Corporation.
SECTION 2. Payment for Shares.
No certificate shall be issued for any share until such share is fully paid.
SECTION 3. Form of Payment for Shares.
The consideration for the issuance of shares shall be paid in accordance with the provisions
of the TBCA.
SECTION 4. Transfer of Shares.
Unless otherwise provided by a resolution or resolutions of the Board of Directors, transfers
of stock shall be made only upon the transfer books of the Corporation kept at an office of the
Corporation or by transfer agent(s) designated to transfer shares of the stock of the Corporation.
Except where a certificate is issued in accordance with Section 1 of this Article VI, an
outstanding certificate for the number of shares involved shall be surrendered for cancellation
before a new certificate is issued therefor, except that in the case of a lost or destroyed
certificate a new certificate may be issued upon such terms and indemnity to the Corporation as the
Board of Directors may prescribe.
SECTION 5. Stock Ledger.
The Corporation or its transfer agent(s) shall maintain a stock ledger which contains the name
and address of each shareholder and the number of shares of stock of each class registered in the
name of each shareholder. The stock ledger may be in written form or in any other form which
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may be converted within a reasonable time into written form for visual inspection. The stock
ledger of the Corporation shall be the only evidence as to who are the shareholders entitled to
examine the stock ledger, the list required by Section 8 of Article I, or the books of the
Corporation, or to vote in person or by proxy at any meeting of shareholders.
SECTION 6. Lost Certificates.
The Board of Directors may direct a new certificate to be issued in place of any certificate
theretofore issued by the Corporation alleged to have been lost, stolen, or destroyed, upon the
making of an affidavit of that fact by the person claiming the certificate of stock to be lost,
stolen, or destroyed. When authorizing such issue of a new certificate, the Board of Directors
may, in its discretion and as a condition precedent to the issuance thereof, require the owner of
such lost, stolen, or destroyed certificate, or the owners legal representative, to give the
Corporation a bond in such sum as it may direct as indemnity against any claim that may be made
against the Corporation with respect to the certificate alleged to have been lost, stolen, or
destroyed.
ARTICLE VII
Fiscal Year
Fiscal Year
The fiscal year of the Corporation shall end on the 31st day of December of each year.
ARTICLE VIII
Corporate Seal
Corporate Seal
The corporate seal of the Corporation may be in such form as the Board of Directors shall
prescribe.
ARTICLE IX
Amendments
Amendments
The Bylaws may be altered, amended or repealed, or new Bylaws may be adopted, in the manner
set forth in the Charter.
IN WITNESS WHEREOF, these Amended and Restated Bylaws are hereby certified as the duly
accepted Bylaws of the Corporation on , 2009.
Joele Cardwell | ||||
Corporate Secretary | ||||
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