Attached files
| file | filename |
|---|---|
| 10-Q - SOUTHERN COMMUNITY FINANCIAL CORP | v165039_10q.htm |
| EX-32 - SOUTHERN COMMUNITY FINANCIAL CORP | v165039_ex32.htm |
| EX-31.1 - SOUTHERN COMMUNITY FINANCIAL CORP | v165039_ex31-1.htm |
| EX-31.2 - SOUTHERN COMMUNITY FINANCIAL CORP | v165039_ex31-2.htm |
Exhibit
3.2
BYLAWS
OF
SOUTHERN
COMMUNITY FINANCIAL CORPORATION
- 1
-
BYLAWS
OF
SOUTHERN
COMMUNITY FINANCIAL CORPORATION
Index
|
ARTICLE
I
|
||
|
Offices
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||
|
Section
1.
|
Principal
Offices
|
|
|
Section
2.
|
Registered
Office
|
|
|
Section
3.
|
Other
Offices
|
|
|
ARTICLE
II
|
||
|
Meetings of Shareholders
|
||
|
Section
1.
|
Annual
Meeting
|
|
|
Section
2.
|
Substitute
Annual Meeting
|
|
|
Section
3.
|
Special
Meetings
|
|
|
Section
4.
|
Place
of Meetings
|
|
|
Section
5.
|
Notice
of Meetings
|
|
|
Section
6.
|
Waiver
of Notice
|
|
|
Section
7.
|
Voting
Lists
|
|
|
Section
8.
|
Quorum
|
|
|
Section
9.
|
Voting
|
|
|
Section
10.
|
Proxies
|
|
|
ARTICLE
III
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||
|
Board of Directors
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||
|
Section
1.
|
General
Powers
|
|
|
Section
2.
|
Number,
Term of Office and Qualifications
|
|
|
Section
3.
|
Election
of Directors
|
|
|
Section
4.
|
Directors'
Immunity
|
|
|
Section
5.
|
Removal
of Directors
|
|
|
Section
6.
|
Vacancies
|
|
|
Section
7.
|
Compensation
of Directors
|
|
|
Section
8.
|
Committees
|
|
|
Section
9.
|
Chairman
of Board
|
|
|
Section
10.
|
|
Nominations
|
i
|
ARTICLE
IV
|
||
|
Meetings of Directors
|
||
|
Section
1.
|
Regular
Meetings
|
|
|
Section
2.
|
Special
Meetings
|
|
|
Section
3.
|
Place
of Meetings
|
|
|
Section
4.
|
Notice
of Meetings
|
|
|
Section
5.
|
Quorum;
Manner of Acting
|
|
|
Section
6.
|
Presumption
of Assent
|
|
|
Section
7.
|
Informal
Action of Directors
|
|
|
Section
8.
|
Resignations
|
|
|
Section
9.
|
Minutes
|
|
|
ARTICLE
V
|
||
|
Officers
|
||
|
Section
1.
|
Number
of Officers
|
|
|
Section
2.
|
Election,
Term of Office and Qualifications
|
|
|
Section
3.
|
Subordinate
Officers and Agents
|
|
|
Section
4.
|
Removal
|
|
|
Section
5.
|
Resignations
|
|
|
Section
6.
|
Vacancies
|
|
|
Section
7.
|
President/Chief
Executive Officer
|
|
|
Section
8.
|
Vice
President
|
|
|
Section
9.
|
Secretary
|
|
|
Section
10.
|
Assistant
Secretary
|
|
|
Section
11.
|
Treasurer
|
|
|
Section
12.
|
Duties
of Officers May Be Delegated
|
|
|
Section
13.
|
Salaries
of Officers
|
|
|
Section
14.
|
Bonds
|
|
|
ARTICLE
VI
|
||
|
Contracts, Loans, Deposits, Checks, Drafts,
Etc.
|
||
|
Section
1.
|
Contracts
|
|
|
Section
2.
|
Loans
|
|
|
Section
3.
|
Deposits
|
|
|
Section
4.
|
|
Checks,
Drafts,
Etc.
|
ii
|
ARTICLE
VII
|
||
|
Share Certificates and Their
Transfer
|
||
|
Section
1.
|
Share
Certificates
|
|
|
Section
2.
|
Transfers
of Shares
|
|
|
Section
3.
|
Lost
or Destroyed Certificates
|
|
|
Section
4.
|
Regulations
|
|
|
Section
5.
|
Fixing
Record Date
|
|
|
Section
6.
|
Holder
of Record
|
|
|
Section
7.
|
Reacquired
Shares
|
|
|
ARTICLE
VIII
|
||
|
General Provisions
|
||
|
Section
1.
|
Corporate
Seal
|
|
|
Section
2.
|
Distributions
|
|
|
Section
3.
|
Fiscal
Year
|
|
|
Section
4.
|
Waiver
of Notice
|
|
|
Section
5.
|
Amendments
|
|
|
Section
6.
|
Indemnification
|
|
|
Section
7.
|
|
Interpretation
of Bylaws
|
iii
CODE OF
BYLAWS
ARTICLE
I
Offices
Section
1. Principal Office. The Corporation's principal
office shall be located in Winston-Salem, North Carolina, or at such other
place(s) as the Board may designate from time to time.
Section
2. Registered Office. The Corporation's registered
office, which by law is required to be maintained within the State, shall be
located at such place or places within the State of North Carolina as the Board
may designate from time to time.
Section 3. Other
Offices. The Corporation may have offices at such places,
either within or outside the State, as the Board may determine from time to
time.
ARTICLE
II
Meeting of
Shareholders
Section 1. Annual
Meeting. The annual meeting of shareholders shall be held
within 180 days of the close of the fiscal year, as set by the Board, for the
purpose of electing directors of the Corporation and for the transaction of such
other business as properly may be brought before the meeting.
Section
2. Substitute Annual Meeting. If the annual meeting
shall not be held on the day designated by these Bylaws, a substitute annual
meeting may be called in the manner provided for the call of a special meeting
in accordance with the provisions of Section 3 of this Article and a substitute
annual meeting so called shall be designated as and shall be treated, for all
purposes, as the annual meeting.
Section
3. Special Meetings. Special meetings of the
shareholders may be called at any time by (a) the President of the Corporation,
(b) the Chairman of the Corporation, (c) the Secretary of the Corporation or (d)
the Board.
Section 4. Place
of Meetings. All meetings of shareholders shall be held at the
principal office of the Corporation or at such other place, either within or
without the State of North Carolina, as shall be designated in the notice of the
meeting or agreed upon by a majority of the shareholders entitled to vote
thereat.
Section 5. Notice
of Meetings. Written or printed notice stating the time and
place of a shareholders' meeting shall be delivered, personally or by mail, by
or at the direction of the Chief Executive Officer, the President, the Board or
by such other person or persons calling such meeting, to each shareholder of
record entitled to vote at such meeting, not less than ten or more than sixty
days prior to the date of such meeting. If mailed, such notice shall
be deemed to be delivered when deposited in the United States mail addressed to
the shareholder to the address determined in the manner indicated below, with
postage thereon prepaid. A statement of the business to be transacted
at an annual or substitute annual meeting of shareholders need not be set forth
in the notice of such meeting except that if any matter is to be considered or
acted upon, other than the election of directors, on which the vote of
shareholders is required under the provisions of the Act then a specific
statement thereof shall be set forth in such notice. In the case of a
special meeting, the notice shall set forth the nature of the business to be
transacted. If any meeting of shareholders is adjourned to a
different date, time, or place, notice need not be given of the new date, time,
or place if the new date, time, or place is announced at the meeting before
adjournment and if a new record date is not fixed for the adjourned
meeting. If a new record date for the adjourned meeting is or must be
fixed pursuant to the Act, notice of the adjourned meeting must be given as
provided in this Section to persons who are shareholders as of the new record
date. Any notice which shall be mailed shall be directed to each
shareholder at its address as set forth on the Corporation's share books, except
that if any shareholder shall have filed with the Secretary a written request
that notices intended for such shareholder be mailed to some other address, then
notice to such shareholder shall be mailed to the address set forth in such
written request.
Section 6. Waiver
of Notice. Any shareholder may waive notice of any meeting
before or after the meeting. The waiver must be in writing, signed by
the shareholder, and delivered to the Corporation for inclusion in the minutes
or filing with the corporate records. A shareholder's attendance, in
person or by proxy, at a meeting (a) waives objection to lack of notice or
defective notice of the meeting, unless the shareholder or the shareholder's
proxy at the beginning of the meeting objects to holding the meeting or
transacting business thereat, and (b) waives objection to consideration of a
particular matter at the meeting that is not within the purpose or purposes
described in the meeting notice, unless the shareholder or the shareholder's
proxy objects to considering the matter before it is voted upon.
Section 7. Voting
Lists. No later than two days after notice of a shareholder is
given, the Secretary shall prepare an alphabetical list of the shareholders
entitled to notice of such meeting. The Secretary shall maintain such
list and make it available as provided by the Act.
Section
8. Quorum. Except as otherwise provided by the Act,
the Articles or these Bylaws, the presence in person or by proxy of holders of
record of a majority of the shares entitled to vote shall be necessary to
constitute a quorum for action on such matters; provided, however, that at any
substitute annual shareholders' meeting called in accordance with Section 2 of
this Article, the shares entitled to vote there represented, in person or by
proxy, shall constitute a quorum. In the absence of a quorum, a
majority of the shares entitled to vote there represented, in person or by
proxy, may adjourn the meeting from time to time. At any such
adjourned meeting, at which a quorum shall be present, any business may be
transacted which might have been transacted at the meeting as originally called
if a quorum had been there present. Once a share is represented for
any purpose at a meeting, it is deemed present for quorum purposes for the
remainder of the meeting and for any adjournment of that meeting unless a new
record date is or must be set for that adjourned meeting.
Section
9. Voting. At each shareholders' meeting, every
holder of record of shares entitled to vote shall be entitled to one vote for
every share standing in his name on the Corporation's books, unless otherwise
provided by the terms of such shares, and all questions, except as otherwise
provided by the Act, the Articles, or these Bylaws, shall be determined by a
majority of the votes so cast. Any provision in these Bylaws
prescribing the vote required for any purpose as permitted by law may not itself
be amended by a vote less than the vote prescribed therein. Persons
holding shares in a fiduciary capacity shall be entitled to vote the shares so
held. Shares owned by the Corporation, directly or indirectly,
through a subsidiary corporation or otherwise, or held directly or indirectly in
a fiduciary capacity by it or by a subsidiary corporation, shall not be voted at
any shareholders' meeting and shall not be counted in determining the total
number of outstanding shares at a given time entitled to vote, except to the
extent permitted by the Act. Voting on all matters, except the
election of Directors, shall be by voice vote or by show of hands except that if
prior to voting on any particular matter demand shall be made by or on behalf of
the holders of not less than one-tenth (1/10th) of the shares represented, in
person or by proxy, at such meeting and entitled to vote on such matter that the
vote thereon be taken by ballot, then the vote on such matter shall be taken by
ballot.
Section
10. Proxies. Any shareholder entitled to vote may
vote by proxy, provided that the instrument authorizing such proxy to act shall
have been executed in writing by the shareholder or his duly authorized
attorney. No proxy shall be valid after the expiration of eleven
months from the date of its execution, unless the person executing it shall have
specified therein the length of time it is to continue in force or limits its
use to a particular meeting. Each instrument designating a proxy
shall be exhibited to the Secretary and shall be filed with the Corporation's
records.
ARTICLE
III
Board of
Directors
Section
1. General Powers. All corporate powers shall be
exercised by or under the authority of and the business and affairs of the
Corporation manage under the direction of, the Board, except as otherwise
provided in the Articles.
Section
2. Number, Term of Office and Qualifications.
(a) The number of directors shall be not less than six (6) nor more
than fourteen (14) shareholders. The exact number of directors,
within the minimum and maximum limitations of the preceding sentence, shall be
fixed from time to time by the Board pursuant to a resolution adopted by a
majority of the entire Board prior to the annual meeting of shareholders at
which such directors are to be elected. In addition to the foregoing
relating to the determination of the number and election of directors, the
shareholders, at any meeting thereof, may authorize not more than two (2)
additional directorships, which may be left unfilled by the shareholders at such
meeting, to be filled in the discretion of the directors during the interval
between meetings of the shareholders.
(b) At
the first annual meeting of shareholders, the Board shall be divided into three
classes, containing as nearly equal a number of directors as possible, with the
term of office for the first class to expire at the first annual meeting of
shareholders after their election, the term of office for the second class to
expire at the second annual meeting of shareholders after their election, and
the term of office for the third class to expire at the third annual meeting of
the shareholders after their election. At each annual meeting of
shareholders following such initial classification and election, directors
elected to succeed those directors whose terms expire shall be selected for a
term of office to expire the third succeeding annual meeting of shareholders
after their election. In the event of any increase or decrease in the
number of directors, the additional or eliminated directorships shall be so
classified or chosen so that all classes of directors shall remain and become as
nearly equal in number as possible. Each director shall continue in
office until the expiration of his term as specified above and until his
successor shall have been elected and qualified, or until his death or until he
shall resign or shall have become disqualified or shall have been removed in the
manner hereinafter provided.
(c) No
one may be eligible for election as a director after the date on which he or she
attains the age of seventy-two (72) years.
Section
3. Election of Directors. Except as provided in
Section 6 of this Article, the Directors shall be elected at the shareholders'
annual meeting of shareholders and the persons who shall receive the highest
number of votes shall be the elected directors. If prior to voting
for the election of Directors demand therefore shall be made by or on behalf of
any share entitled to vote at such meeting, the election of directors shall be
by ballot.
Section
4. Directors' Immunity. To the fullest extent
permitted by law, each Director shall be immune from personal liability of each
Director arising out of an action whether by or in the right of the Corporation
or otherwise for monetary damages for breach of any duty as a
Director.
Section
5. Removal of Directors. Any director may be
removed from office at any time with or without cause by either (i) a two-thirds
(2/3) vote of all the directors, or (ii) a vote of shareholders whenever the
number of votes cast in favor of removal of the director exceeds the number of
votes cast against such removal. A director may not be removed by the
shareholders at a meeting unless the notice of the meeting states that the
purpose, or one of the purposes, of the meeting is removal of the
director. If any directors are so removed, new directors may be
elected at the same meeting to fill the unexpired term of the removed
director.
Section
6. Vacancies. Except as provided in Section 2 of
this Article, a vacancy in the Board created by an increase in the authorized
number of Directors shall be filled only by election at an annual meeting of
shareholders or at a special meeting of shareholders called for that purpose;
provided, however, that prior to the issuance of the Corporation's shares any
such vacancy may be filled by the then existing Board. Any vacancy in
the Board created other than by an increase in the authorized number of
Directors may be filled by a majority of the remaining Directors, even though
less than a quorum, or by the sole remaining Director. The
shareholders may elect a Director at any time to fill any vacancy not filled by
the Directors. In the event of the resignation of a Director to take
effect at a future date either the Board or the shareholders, at any time after
tender of such resignation, may elect a successor to such Director to take
office as of the effective date of such resignation. Any Director
elected to fill a vacancy shall be elected for the unexpired term of his
predecessor.
Section
7. Compensation of Directors. The Board may cause
the Corporation to compensate Directors for their services as Directors and may
provide for the payment by the Corporation of all expenses incurred by directors
in attending regular and special meetings of the Board.
Section
8. Committees. The Board, by resolution of a
majority of the number of directors in office, may designate two or more
directors to constitute an Executive Committee and such other committees as the
Board shall deem advisable, each of which, to the extent authorized by law and
provided in such resolution, shall have and may exercise all of the authority of
the Board in the management of the Corporation. The designation of
any committee and the delegation thereto of authority shall not operate to
relieve the Board, or any member thereof, of any responsibility or liability
imposed upon the Board, or any member thereof, by law.
Section
9. Chairman of Board. The Directors shall elect a
Chairman from their number at any meeting of the Board. The Chairman
shall preside at all meetings of the Board and perform such other duties as the
Board may direct.
Section
10. Nominations. Only persons who are nominated in
accordance with the provisions set forth in these bylaws shall be eligible to be
elected as directors at an annual or special meeting of
shareholders. Nomination for election to the Board shall be made by
or at the direction of the Nominating Committee appointed by the
Board. Nomination for election of any person to the Board may
also be made by a shareholder entitled to vote on such election if written
notice of the nomination of such person shall have been received by the
Secretary of the Corporation at the principal office of the Corporation on a day
which is at least seven business days and not more than 60 days prior to the
date of the meeting. Each such notice shall set forth: (a) the name
and address of the shareholder who intends to make the nomination; (b) a
representation that such shareholder is a holder of the record of shares of the
Corporation entitled to vote at such meeting and intends to appear in person or
by proxy at the meeting to nominate the person or persons specified in the
notice; (c) as to each person to be nominated (i) such person’s name and
address, employment history for the past five years, affiliations, if any, with
the Corporation and other corporations, the number of shares of the Corporation
that are owned of record or beneficially by such person and information
concerning any transactions in such shares within the prior 60 days, whether
such person has been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors) within the past five years and the details
thereof, whether such person has been a party to any proceeding or subject to
any judgment, decree or final order with respect to violations of federal or
state securities laws within the past five years and the details thereof, and
the details of any contract, arrangement, understanding or relationships with
any person with respect to any securities of the Corporation; (ii) such person’s
written consent to being named as a nominee and to serving as a director if
elected; and (iii) a description of all arrangements or understanding between
the shareholder and each nominee and any other person or persons (naming such
person or persons) pursuant to which the nomination or nominations are to be
made by the shareholder. Recommendations and nominations not made in
accordance herewith may, in his or her discretion, be disregarded by the
Chairman of the meeting, and upon his or her instruction, the voting inspectors
may disregard all votes cast for each such nominee.
ARTICLE
IV
Meetings of
Directors
Section
1. Regular Meetings. A regular annual meeting of
the Board may be held immediately after the shareholders' annual meeting and if
not then held shall be held within a reasonable time thereafter. In
addition, the Board may provide, by resolution, the time and place, within or
without the State, for the holding of additional regular
meetings. The Board shall meet at least quarterly, including the
regular meeting to be held immediately or shortly after the annual meeting of
shareholders.
Section
2. Special Meetings. Special Board meetings may be
called by or at the request of the Chief Executive Officer, the President or any
two Directors.
Section 3. Place
of Meetings. All Board meetings shall be held at the
Corporation's principal office except that such meetings may be held at such
other place, within or without the State, as may be designated in a duly
executed waiver of notice of such meeting or as may be otherwise agreed upon in
advance of the meeting by a majority of Directors.
Section 4. Notice
of Meetings. Regular meetings of the Board may be held without
notice. Special meetings shall be called on not less than three (3)
days' prior notice. Notice of a special meeting need not state the
purpose thereof, unless otherwise required by the Act or these Bylaws, and such
notice shall be directed to each Director at his residence or usual place of
business by mail, cable or telegram, or may be delivered
personally. A Director's presence at a meeting shall constitute a
waiver of notice of that meeting except when such Director attends the meeting
solely for the purpose of objecting to the transaction of any business thereat,
on the grounds that the meeting has not been lawfully called, and does not
otherwise participate in such meeting.
Section
5. Quorum; Manner of Acting. A majority of the
number of Directors then authorized as the number of Directors of the
Corporation shall constitute a quorum for the transaction of any business at any
meeting. Except as otherwise expressly provided in the Articles or
these Bylaws, the act of a majority of the Directors present at a meeting at
which a quorum is present shall be the act of the Board. The vote of
a majority of the Directors then holding office shall be required to adopt,
amend or repeal a Bylaw or to dissolve the Corporation pursuant to the Act
without shareholder consent.
Section
6. Presumption of Assent. A Director who is present
at a Board meeting at which action on any matter is taken shall be presumed to
have assented to the action taken on any such matter unless (a) his contrary
vote is recorded or his dissent or abstention is otherwise entered in the
minutes of the meeting, (b) the Director files his written dissent or abstention
to such action with a person acting as the secretary of the meeting before the
adjournment thereof or (c) the Director forwards such dissent or abstention by
registered mail to such secretary immediately after the adjournment of the
meeting. Such right to dissent or abstention shall not apply to a
Director who voted in favor of such action.
Section
7. Informal Action of Directors. Action taken
without a meeting shall constitute action of the Board if written consent to the
action in question is signed by a majority of (or of a committee appointed by
the Board in accordance with these Bylaws) the Directors then holding office or
members of the committee, as the case may be, and filed with the minutes of the
proceedings of the Board or such committee, whether done before or after the
action so taken. Any one or more Directors may participate in any
Board or committee meeting by means of a conference telephone or similar
communications device which allows all persons participating in the meeting
simultaneously to hear each other, and such participation in a meeting shall be
deemed presence in person at such meeting.
Section
8. Resignations. A Director may resign at any time
by communicating his resignation to the Board, its chairman, or the
Corporation. A resignation is effective when it its communicated
unless it specifies in writing a later effective date or subsequent event upon
which it will become effective. Unless otherwise specified therein,
the acceptance of any such resignation shall not be necessary to make it
effective.
Section
9. Minutes. The Secretary or an Assistant Secretary
shall keep minutes of all Board meetings, and the same shall be recorded in a
book or books which shall be kept for that purpose, which book of books shall be
kept on file in the Corporation. The minutes shall show a record of
all action taken by the Board concerning the Corporation's conduct, management,
and welfare. The minutes of any meeting of a Board committee, showing
the actions taken by such committee since the last meeting, shall be submitted
to the Board at each Board meeting. All minutes must be signed by
either the chairman or the secretary of the meeting.
ARTICLE
V
Officers
Section 1. Number
of Officers. The Corporation's officers shall be a Chief
Executive Officer, a President, one or more Vice Presidents, a Secretary and a
Treasurer, and such other officers as may be appointed in accordance with the
provisions of Section 3 of this Article. Any two offices or more may
be held by one person, except the offices of President and Secretary, but no
officer shall sign or execute any document in more than one
capacity.
Section
2. Election, Term of Office and
Qualifications. Each officer, except such officers as may be
appointed in accordance with the provisions of Section 3 of this Article, shall
be chosen by the Board and shall hold office until the annual meeting of the
Board held next after his election or until his successor shall have been duly
chosen and qualified or until his death or until he shall resign or shall have
been disqualified or shall have been removed from office.
Section
3. Subordinate Officers and Agents. The Board from
time to time may appoint other officers or agents, each of whom shall hold
office for such period, have such authority, and perform such duties as the
Board from time to time may determine. The Board may delegate to any
officer or agent the power to appoint any subordinate officer or agent and to
prescribe his respective authority and duties.
Section
4. Removal. The officers specifically designated in
Section 1 of this Article may be removed, either with or without cause, by vote
of a majority of the whole Board at a special meeting of the Board called for
that purpose. The officers appointed in accordance with the
provisions of Section 3 of this Article may be removed, either with or without
cause, by a majority vote of the Directors present at any meeting, or by any
officer or agent upon whom the Board may confer such power of
removal. The removal of any person from office shall be without
prejudice to the contract rights, if any, of the person so
removed.
Section
5. Resignations. Subject to any contract
obligations or provisions in this regard, any officer may resign at any time by
giving written notice to the Board or to the President or Secretary, or if he
were appointed by an officer or agent in accordance with Section 3 of this
Article, by giving written notice to the officer or agent who appointed
him. Any such resignation shall take effect upon its being accepted
by the Board or by the officer or agent appointing the person so
resigning.
Section
6. Vacancies. A vacancy in any office because of
death, resignation, removal, or disqualification, or any other cause, shall be
filled for the unexpired portion of the term in the manner prescribed by these
Bylaws for regular appointments or elections to such offices.
Section
7. President/Chief Executive Officer. The President shall be
the Chief Executive Officer of the Corporation unless otherwise designated by
the Board of Directors. Subject to the instructions of the Board of Directors,
the President shall have general charge of the business, affairs and property of
the Corporation and control over its other officers, agents and employees. The
President shall perform such other duties as from time to time may be assigned
by the Board of Directors. If the Board of Directors designates a
Chief Executive Officer separate from the President, the Chief Executive Officer
shall be the highest officer of the Corporation and, subject to the control of
the Board of Directors, shall in general supervise and control all business and
affairs of the Corporation, shall preside at all meetings of shareholders at
which he may be present and shall perform such other duties as from time to time
may be assigned by the Board of Directors.
Section 8. Vice
President. At the Chief Executive Officer’s request, or in the
absence or disability of the Chief Executive Officer and/or the President, the
Vice President, and if there be more than one (1) Vice President, the Vice
President designated by the Board, or in the absence of such designation, the
Vice President designated by the Chief Executive Officer, or absent such
designation, in order of length of service, shall perform all the duties of the
Chief Executive Officer, in the absence or disability of the Chief Executive
Officer and the President, in the absence or disability of the President, and
when so acting shall have all the powers of and be subject to all the
restrictions upon such office. The Vice Presidents shall perform such
other duties and have such authority as the Chief Executive Officer or the Board
may from time to time assign to them.
Section
9. Secretary. The Secretary shall keep the minutes
of the meetings of shareholders and of the Board, and shall see that all notices
are duly given in accordance with the provisions of these Bylaws or the
Act. He shall be custodian of the Corporation's records, books,
reports, statements, certificates and other documents and of the Corporation's
seal, and see that the seal is affixed to all share certificates prior to their
issuance and to all documents requiring such seal. In general, he
shall perform all duties and possess all authority incident to the office of
Secretary, and he shall perform such other duties and have such other authority
as the Chief Executive Officer or the Board may from time to time assign to
him.
Section
10. Assistant Secretary. In the absence of the
Secretary or in the event of his death, inability, or refusal to act, any
Assistant Secretary, if such an officer is appointed by the Board, shall, unless
otherwise determined by the Board, perform the duties of the Secretary, and when
so acting shall have all the powers of and be subject to all the restrictions
upon the Secretary. An Assistant Secretary shall perform such other
duties as may be assigned to him by the Secretary, by the Chief Executive
Officer, or by the Board.
Section
11. Treasurer. The Treasurer shall have supervision
over the Corporation's funds, securities, receipts and disbursements of the
Corporation. He shall keep full and accurate accounts of the
Corporation's finances in books especially provided for that purpose, and he
shall cause a true statement of its assets and liabilities, as of the close of
each fiscal year, and of the results of its operations and of changes in surplus
for such fiscal year, all in reasonable detail, to be made and filed at the
Corporation's principal office within four months after the end of such fiscal
year. The statement so filed shall be kept available for inspection
by any shareholder for a period of ten years and the Treasurer shall mail or
otherwise deliver a copy of the latest such statement to any shareholder upon
his written request for the same. He shall in general perform all
duties and have all authority incident to the office of Treasurer and shall
perform such other duties and have such other authority as the Chief Executive
Officer or the Board may from time to time assign or grant to him.
Section
12. Duties of Officers May Be Delegated. In case of
the absence of any officer of the Corporation or for any other reason that the
Board may deem sufficient, the Board may delegate the powers or duties of such
officer to any other officer or to any Director for the time being provided a
majority of the entire Board concurs therein.
Section
13. Salaries of Officers. No officer shall be
prevented from receiving a salary as such officer or from voting thereon by
reason of the fact that he is also a Director. The Board shall from
time to time fix the salaries of the Corporation's officers, including such
officers as may be Directors, except that the Board may delegate to any officer
who has been given power to appoint subordinate officers or agents, as provided
in Section 3 of this Article, the authority to fix the salaries or other
compensation of any such officers or agents appointed by him.
Section
14. Bonds. Each officer and employee of the
Corporation shall give bond to the Corporation, in a suitable amount to be
approved by the Board, conditioned upon the faithful performance of the duties
of his respective office or position, and to comply with such other conditions
as may from time to time be required by the Board.
ARTICLE
VI
Contracts, Loans, Deposits,
Checks, Drafts, Etc.
Section
1. Contracts. The Board may authorize any officer
or officers, agent or agents to enter into any contract or to execute or deliver
any instrument on behalf of the Corporation, and such authority may be general
or confined to specific instances.
Section
2. Loans. No loans shall be contracted on the
Corporation's behalf and no evidences of indebtedness shall be issued in its
name, unless and except as authorized by resolution of the Board. Any
officer or agent of the Corporation thereunto so authorized may effect loans or
advances for the Corporation and for such loans and advances may make, execute
and deliver promissory notes, bonds, or other evidences of indebtedness of the
Corporation. Any such officer or agent, when thereunto so authorized,
may mortgage, pledge, hypothecate or transfer as security for the payment of any
and all loans, advances, indebtedness and liabilities of the Corporation any
real property and all stocks, bonds, other securities and other personal
property at any time held by the Corporation, and to that end may endorse,
assign and deliver the same, and do every act and thing necessary or proper in
connection therewith. Such authority may be general or confined to
specific instances.
Section
3. Deposits. All corporate funds shall be deposited
from time to time to the Corporation's credit in such banks or trust companies
or with such bankers or other depositories as the Board may select, or as may be
selected by any corporate officer or officers, agent or agents to whom the Board
may give such power from time to time.
Section
4. Checks, Drafts, Etc. All notes, drafts,
acceptances, checks and endorsements or other evidences of indebtedness shall be
signed by the President or a Vice President and by the Secretary or the
Treasurer, or in such other manner as the Board from time to time may
determine. Endorsements for deposit to the Corporation's credit in
any of its duly authorized depositories shall be made by the President or
Treasurer or by any officer or agent who may be designated by Board resolution
in such manner as such resolution may provide.
ARTICLE
VII
Share Certificates and Their
Transfer
Section 1. Share
Certificates. The Board of Directors may authorize the
issuance of some or all of the shares of the Corporation without issuing
certificates to represent such shares. If shares are represented by
certificates, the certificates shall be in such form as required by law and as
determined by the Board of Directors. Certificates shall be signed,
either manually or in facsimile, by the President or a Vice-President and by the
Secretary or Treasurer or an Assistant Secretary or an Assistant
Treasurer. All certificates for the shares shall be consecutively
numbered or otherwise identified and entered into the stock transfer books of
the corporation. When shares are represented by certificates, the
corporation shall issue and deliver to each shareholder to whom such shares have
been issued or transferred certificates representing the shares owned by
him. When shares are not represented by certificates, then within a
reasonable time after the issuance or transfer of such shares, the corporation
shall send the shareholder to whom such shares have been issued or transferred a
written statement of the information required by law to be on
certificates.
Section
2. Transfers of Shares. The Secretary shall keep
books containing the names, alphabetically arranged, of all shareholders of the
Corporation, and showing their address, the number and class of shares held by
them respectively, the date of issue of such shares, the time when they
respectively became the owners thereof and the amount paid
thereon. Transfers of the Corporation's shares shall be made on such
books at the direction of the record holder thereof or his attorney thereunto
duly authorized by a power of attorney thereunto duly executed and filed with
the Secretary, or with the transfer agent, if any, for such shares, and the
surrender of the certificate or certificates for such shares properly
endorsed.
Section 3. Lost
or Destroyed Certificates. The Board may authorize the
issuance of a new share certificate in place of a certificate theretofore issued
by the Corporation claimed to have been lost or destroyed, upon receipt of an
affidavit to such fact from the person claiming the loss or
destruction. The Board in its discretion may require the owner of the
certificate alleged to have been lost, destroyed, stolen or mutilated, or his
legal representative, to give the Corporation and its transfer agent and its
registrar, if any, before the issuance of such new certificate, a bond of
indemnity in such sum and in such form and with such surety or sureties as the
Board may direct or the Board, by resolution reciting that the circumstances
justify such action, may authorize the issuance of such new certificate without
requiring such bond.
Section
4. Regulations. The Board may make such rules and
regulations as it may deem expedient concerning the issuance and transfer of
certificates for the Corporation's shares and may appoint transfer agents or
registrars, or both, and may require all certificates of stock to bear the
signature of either or both.
Section 5. Fixing
Record Date. (a) The Board may fix a future date as
the record date in order to determine (i) the shareholders entitled to notice of
a meeting of shareholders, (ii) the shareholders entitled to demand a special
meeting, (iii) the shareholders entitled to vote, or (iv) the shareholders
entitled to take any other action. A record date fixed under this
Section may not be more than seventy (70) days before the meeting or action
requiring a determination of shareholders.
(b) A
determination of shareholders entitled to notice of or to vote at a meeting of
shareholders is effective for any adjournment of the meeting unless the Board
fixes a new record date for the adjourned meeting, which it must do if the
meeting is adjourned to a date more than one hundred twenty (120) days after the
date fixed for the original meeting.
Section 6. Holder
of Record. The Corporation may treat as absolute owner of
shares the person in whose name the shares stand of record on its books just as
if that person has full competency, capacity and authority to exercise all
rights of ownership irrespective of any knowledge or notice to the contrary or
any description indicating a representative, pledge or other fiduciary relation
or any reference to any other instrument or to the rights of any other person
appearing upon its record or upon the share certificate, except that any person
furnishing to the Corporation proof of his appointment as a fiduciary shall be
treated as if he were a holder of record of its shares, and except as may
otherwise by expressly provided by the laws of the State.
Section
7. Reacquired Shares. Shares of the Corporation
that have been issued and thereafter reacquired by the Corporation shall
constitute authorized but unissued shares.
ARTICLE
VIII
General
Provisions
Section
1. Corporate Seal. The corporate seal shall be in
such form as the Board may approve from time to time.
Section
2. Distributions. The Board from time to time may
authorize, and the Corporation may pay, distributions and share dividends on the
Corporation's outstanding shares in the manner and upon the terms and conditions
provided by law and by the Articles.
Section 3. Fiscal
Year. The Corporation's fiscal year shall be the year ending
December 31 of each year.
Section 4. Waiver
of Notice. Whenever any notice is required to be given to any
shareholder or director under the Act, the Articles or these Bylaws, a waiver
thereof in writing signed by the person or persons entitled to such notice,
whether before or after the time stated therein, shall be equivalent to the
giving of such notice.
Section
5. Amendments. Except as otherwise herein provided,
these Bylaws may be amended or repealed and new Bylaws may be adopted by the
affirmative vote of a majority of the directors then holding office at any
regular or special Board meeting. The Board shall not have power to
adopt a Bylaw: (a) requiring more than a majority of the voting
shares for a quorum at a shareholders' meeting or more than a majority of the
votes cast to constitute action by the shareholders, except where higher
percentages are required by law; or (b) providing for the management of the
Corporation other than by the Board or its Executive Committee. The
shareholders may make, alter, amend or repeal the Corporation's Bylaws at any
annual meeting or at a special meeting called for such purpose, and Bylaws
adopted by the directors may be altered or repealed by the
shareholders. No Bylaw adopted or amended by the shareholders shall
be altered or repealed by the Board, unless specific authority to do so is
provided to the Board by the shareholders.
Section
6. Indemnification. The Corporation shall, to the
fullest extent from time to time permitted by law, indemnify (a) all
directors, officers, employees or agents of the Corporation and (b) any
person who, at the Corporation's request, is or was serving as a director,
officer, partner, trustee, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise or as a trustee or
administrator under an employee benefit plan, against liability and expenses in
any proceeding (including without limitation a proceeding brought by or on
behalf of the Corporation itself) arising out of their status as such or their
activities in any of the foregoing capacities ("Indemnified Person"); provided,
however, that the Corporation shall not indemnify or agree to indemnify an
Indemnified Person against liability or expenses he may incur on account of his
activities which were at the time taken known or believed by him to be clearly
in conflict with the Corporation's best interests. This
indemnification shall specifically include service in the position of director,
officer, manager, trustee or other equivalent executive position by any
director, officer or employee of the Corporation on or with any non-profit
entity if such service is with the knowledge and consent of, or at the direction
or request of, or part of the duties regularly assigned to a director or officer
of, the Corporation. The non-profit entity must be exempt from
federal income tax as an organization described in Section 501(c)(3) of the
Internal Revenue Code of 1986, as amended.
The term
"Indemnified Person" shall specifically include all persons who were initial
directors, officers or employees of the Corporation prior to its incorporation
and the Corporation shall, to the fullest extent from time to time permitted by
law, indemnify such Indemnified Persons against liability and expenses in any
proceeding arising out of their status as such or their activities on behalf of
the Corporation prior to its incorporation.
The
Corporation may pay in advance expenses incurred by an Indemnified Person in
defending a proceeding in advance of the final disposition of such proceeding as
authorized by the Board in the specific case or as authorized or required under
any provision in the Articles or these bylaws or by any applicable resolution or
contract, upon receipt of an undertaking by or on behalf of such Indemnified
Person to repay such amount unless it shall ultimately be determined that he is
entitled to be indemnified by the Corporation against such
expenses.
The
Corporation shall also pay or indemnify an Indemnified Person for such person's
reasonable costs, expenses and reasonable attorney's fees in connection with the
enforcement of rights to indemnification granted herein.
The Board
shall take all such action as may be necessary and appropriate to authorize the
Corporation to pay the indemnification required by this bylaw, including without
limitation a determination by a majority vote of disinterested directors that
the activities giving rise to the liability or expense for which indemnification
is requested were not, at the time taken, known or believed by the person
requesting indemnification to be clearly in conflict with the best interests of
the Corporation.
The
Corporation may purchase and maintain insurance on behalf of an Indemnified
Person against liability asserted against or incurred by him in that capacity or
arising from his status, whether or not the Corporation would have the power to
indemnify him against the same liability under any provision of these
Bylaws.
The
provisions of this section are subject to the following provisions:
(a) the
termination of any action, suit, or proceeding by judgment, order, settlement,
conviction, or upon a plea of nolo contendere or its equivalent, shall not, of
itself, create a presumption that any such Indemnified Person did not meet any
requisite standard of conduct imposed by law in order to be entitled to such
indemnification;
(b) in
the event of such Indemnified Person's death, the rights to indemnification
hereunder shall extend to his or her legal representative; and
(c) the
rights to indemnification hereunder shall be in addition to and not exclusive of
any other rights to which any such Indemnified Person may be entitled under any
statute, agreement, insurance policy, or otherwise.
For the
purposes of this section, "liability" means any obligation to pay a judgment,
settlement, penalty, fine (including an excise tax assessed with respect to an
employee benefit plan), or reasonable expenses incurred with respect to a
proceeding, "expenses" means expenses of every kind incurred in defending a
proceeding, including counsel fees, and "proceeding" means any threatened,
pending, or completed action, suit or proceeding, whether civil, criminal,
administrative or investigative and whether formal or informal.
Section
7. Interpretation of Bylaws.
(a) All
references in these Bylaws to directors, officers, shares and shareholders are
references to directors, officers, shares and shareholders of the Corporation
and the Board, unless the context clearly indicates otherwise.
(b) The
following terms, as used in these Bylaws, shall have the following meanings,
unless the context clearly indicates otherwise:
"Act"
means the North Carolina Business Corporation Act, North Carolina General
Statutes, Chapter 55.
"Articles"
means the Corporation's Articles of Incorporation.
"Corporation"
shall mean Southern Community Financial Corporation, a North Carolina
corporation.
"Board"
means the Corporation's Board of Directors.
"State"
shall mean the state of North Carolina.