AMENDED AND RESTATED BYLAWS
FINANCIAL NETWORK, INC.
(As amended and restated February 24, 2015)
1. Annual Meeting. The annual meeting of the shareholders shall be held at such time and place,
either within or without this State, as may be designated from time to time by the directors.
2. Special Meetings. Special
meetings of the shareholders may be called by the chairman of the board, a majority of the board of directors, or, upon written demand, by the holders of not less than one-tenth (1/10) of all the shares
entitled to vote at such meeting. The place of said meetings shall be the principal office of the Corporation, unless otherwise designated by the directors.
3. Notice of Shareholder Meetings. Written or printed notice stating the place, day, and hour of the meeting, and, in the case of a
special meeting, the purpose or purposes for which the meeting is called and the person or persons calling the meeting, shall be delivered either personally or by mail or at the direction of the president, secretary, officer, or person calling the
meeting to each shareholder entitled to vote at the meeting. If mailed, such notice shall be delivered not less than ten (10) days nor more than two (2) months before the date of the meeting, and shall be deemed to be delivered when
deposited in the United States mail addressed to the shareholder at his address as it appears on the stock transfer books of the Corporation, with postage thereon prepaid. The person giving such notice shall certify that the notice required by this
paragraph has been given.
4. Quorum Requirements. A majority of the shares entitled to vote shall constitute a quorum for the
transaction of business. A meeting may be adjourned despite the absence of a quorum, and notice of an adjourned meeting need not be given if the time and place to which the meeting is adjourned are announced at the meeting at which the adjournment
is taken. When a quorum is present at any meeting, a majority in interest of the stock there represented shall decide any question brought before such meeting, unless the question is one upon which, by express provision of the charter, these bylaws,
or by the laws of Tennessee, a larger or different vote is required, in which case such express provision shall govern the decision of such question.
5. Waiver of Notice. Any shareholder may waive in writing notice of any meeting either before, at or after the meeting. Attendance by a
shareholder in person or by proxy at a meeting shall constitute a waiver of objection to lack of notice or defective notice and a waiver
of objection to consideration of a matter that was not described in the meeting notice unless the shareholder objects in the manner required by law.
6. Voting and Proxies. Every shareholder shall be entitled to one (1) vote for each share of stock standing in his name on the
books of the Corporation at the time of any regular or special meeting. Every shareholder entitled to vote at a meeting may do so either in person or by written proxy, which proxy shall be filed with the secretary of the meeting before being voted.
Such proxy shall entitle the holders thereof to vote at any adjournment of such meeting, but shall not be valid after the final adjournment thereof. No proxy shall be valid after the expiration of eleven (11) months from the date of its
execution unless otherwise provided in the proxy.
7. Procedures for Bringing Business before Shareholder Meeting. At an annual or
special meeting of shareholders, only such business shall be conducted, and only such proposals shall be acted upon, as shall have been properly brought before an annual or special meeting of shareholders. To be properly brought before an annual or
special meeting of shareholders, business must be (i) in the case of a special meeting called by the Chairman of the Board or at the request of the Board of Directors, specified in the notice of the special meeting (or any supplement thereto),
or (ii) in the case of an annual meeting properly brought before the meeting by or at the direction of the Board of Directors or (iii) otherwise properly brought before the annual or special meeting by a shareholder. For business to be
properly brought before such a meeting of shareholders by a shareholder, 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 to or mailed
and received at the principal executive offices of the Corporation not less than 90 days nor more than 120 days prior to the date of the meeting; provided, however, that if fewer than 100 days notice or prior public disclosure of the date of
the meeting is given or made to shareholders, notice by the shareholders to be timely must be so delivered or received not later than the close of business on the 10th day following the earlier of (i) the day on which such notice of the date of
such meeting was mailed or (ii) the day on which such public disclosure was made. A shareholders notice to the Secretary shall set forth as to each matter the shareholder proposes to bring before a meeting of shareholders (i) a brief
description of the business desired to be brought before the meeting and the reasons for conducting such business at the meeting, (ii) the name and address, as they appear on the Corporations books, of the shareholder proposing such
business and any other shareholders known by such shareholder to be supporting such proposal, (iii) the class and number of shares of the Corporation which are beneficially owned by such shareholder on the date of such shareholders notice
and by any other shareholders known by such shareholder to be supporting such proposal on the date of such shareholders notice, and (iv) any material interest of the shareholder in such proposal. Notwithstanding anything in these Bylaws
to the contrary, no business shall be conducted at a meeting of shareholders except in accordance with the procedures set forth in this Article I, Section 7. The Chairman of the meeting shall, if the facts warrant, determine and declare to the
meeting that the business was not properly brought before the meeting in accordance with the procedures prescribed by these Bylaws, and if the Chairman should so determine, the Chairman shall so declare to the meeting and any such business not
properly brought before the meeting shall not be transacted.
8. SEC Proxy Rules. In addition to complying with the provisions of
Article I, Section 7, a shareholder shall also comply with all applicable requirements of the Securities Exchange Act of 1934 and the rules and regulations thereunder with respect to the matters set
forth in Article I, Section 7. Nothing in Article I, Section 7 shall be deemed to affect any rights of shareholders to request inclusion of proposals in the Corporations proxy
statement pursuant to rules of the Securities and Exchange Commission. For such proposals to be acted upon at a meeting, however, compliance with the notice provisions of Article I, Section 7 is also required.
1. General Powers. The business and affairs of the Corporation shall be managed by the Board based on
information presented by management. The Board shall examine at least once in each calendar year at intervals of not more than fifteen (15) months, all affairs of the Corporation, a report of which shall be included in the minutes.
2. Number and Time of Holding Office. Subject to the requirements of the Charter and the laws of the State of Tennessee, the board of
directors shall consist of not less than five (5) directors as may from time to time be determined as hereinafter provided. The board may from time to time, by the vote of the majority of the whole board, specify or fix the number of directors;
provided, however, that the board of directors shall consist of not less than (5) directors nor more than twenty-five (25) directors as provided herein. The term whole board as used in the Bylaws shall mean the number of
positions on the board regardless of the number of directors then in office. No decrease in the number of directors shall shorten the term of any incumbent director. Directors shall be of legal age but need not be shareholders, unless state law,
federal law or a bank regulatory agency so requires. Other qualifications may be required by statute.
3. Election of Directors.
Elections for directors shall be held at shareholders meetings at which a quorum is present, and nominations for directors must be mailed to and received by the secretary of the corporation at the principal office of the corporation not less
than one hundred twenty (120) days prior to the meeting at which directors are to be elected. Election shall be by written ballot, signed by the shareholder, unless a majority of the shareholders or the chairman of the meeting requires
otherwise. At the election, each share of Common Stock shall have one (1) vote which may be cast by the owner of record, or by his authorized representative. The candidates receiving the largest number of votes shall be elected. Cumulative
voting is not permitted.
4. Resignations and Removals. Any director at any time may resign by giving written notice of his
resignation to the board, the president, or the secretary of the board. Any director who becomes disqualified shall forthwith resign his office; but upon the removal of his disqualification, he shall be eligible for election. Any such resignation
shall take effect at the time specified therein or, if the time when it shall become effective shall not be as specified therein, then it shall take effect immediately upon its receipt by the board, the president, or the secretary of the board.
Except as specified therein, the acceptance of such resignation shall not be necessary to make it effective. Any director may be removed for cause (as defined in the Charter) by a vote of a majority of the whole board. A director who is disqualified
may be removed by the board.
5. Vacancies. Newly created directorships resulting from an increase in the number of
authorized directors and vacancies occurring in the board for any reason, including, without limitation, removal from office by vote of the directors as herein provided, shall be filled only by a vote of a majority of the directors then in office,
except as otherwise provided in the Charter. Any director so elected shall hold office until the annual meeting of shareholders.
Meetings. The annual meeting of the board of directors shall be held immediately after the adjournment of the annual meeting of the shareholders, at which time the officers of the corporation shall be elected. The board may also designate
more frequent intervals for regular meetings. Special meetings may be called at any time by the chairman of the board, the president, any two (2) executive officers or one-third (1/3) of the board of directors.
7. Notice of Directors Meetings. The annual and all regular board meetings may be held without notice. Special meetings shall be
held upon notice sent by any usual means of communication not less than the minimum number of days before the meeting as permitted by law.
8. Quorum and Vote. The presence of a majority of the directors shall constitute a quorum for the transaction of business. A meeting
may be adjourned despite the absence of a quorum, and notice of an adjourned meeting need not be given if the time and place to which the meeting is adjourned are fixed at the meeting at which the adjournment is taken and if the period of
adjournment does not exceed one (1) month in any one adjournment. The vote of a majority of the directors present at a meeting at which a quorum is present shall be the act of the board, unless the vote of a greater number is required by the
charter, these bylaws, or by the laws of Tennessee.
9. Executive and Other Committees. The board of directors, by a resolution
adopted by a majority of its members, may name an executive committee and other committees, consisting of one or more persons, and may delegate to such committee or committees any and all such authority as it deems desirable and as is permissible
under Tennessee law.
1. Number. The corporation shall have a president and a secretary, and such other officers as the board of directors shall from
time to time deem necessary. Any two or more offices may be held by the same person, except the offices of president and secretary.
2. Election and Term. The officers shall be elected by the board at its annual meeting. Each officer shall serve until the expiration
of the term for which he is elected, and thereafter until his successor has been elected and qualified.
3. Duties. All officers
shall have such authority and perform such duties in the management of the corporation as are normally incident to their offices and as the board of directors may from time to time provide. If not specified, the duties shall be as follows:
(a) Chairman of the Board (if any): The chairman of the board shall
preside at all meetings of the board of directors and shareholders, unless he requests another officer to preside in his stead. He shall perform all other duties as are properly required of him by the board of directors. The chairman shall have the
power to call special meetings of the board of directors and of the shareholders, as provided for in these bylaws, and he shall have the power to sign and execute all contracts and instruments of conveyance in the name of the corporation; to sign
stock certificates, checks, drafts, and notes; to vote shares or interests in another corporation or other entity owned by the corporation.
(b) President: The president shall perform such duties as may be assigned by the board of directors. In the case of
death, disability or prolonged absence of the chairman, the president shall perform and be vested with all the duties and powers of the chairman.
(c) Vice-President (if any): The
vice-president shall perform such duties as may be assigned to him by the board of directors. In case of the death, disability, or absence of the president, the
vice-president shall perform and be vested with all the duties and powers of the president.
(d) Secretary: The secretary shall keep the minutes of the meetings of the board of directors and of the shareholders
in a well bound book or books; he shall attend to the giving and serving of notice; he may sign with the president in the name of the corporation all stock certificates, contracts, and instruments authorized by the board of directors; he shall have
charge of the certificate books and other books or papers as the board of directors may direct; all of which shall at all reasonable times be open to the examination of any director or shareholder, to the extent required by law, upon application at
the office of the corporation during business hours; he shall authenticate records of the corporation; and he shall in addition perform all duties incident to the office of secretary, subject to the control of the board of directors. He shall submit
such reports to the board of directors as may be required by it.
(e) CFO (if any): The CFO shall have the custody
of all funds and securities of the corporation and shall keep proper accounts of same; when necessary or proper, he shall endorse, on behalf of the corporation, all checks, notes, and other obligations and shall deposit the same to the credit of the
corporation in such bank or banks as the board of directors may designate. He shall enter regularly in the books of the corporation to be kept by him for that purpose a full and accurate account of all monies received and paid out by him on account
of the corporation, and he shall at all reasonable times exhibit his books and accounts to any director or shareholder upon application at the office of the corporation during business hours; he shall perform all acts incident to the position of the
CFO, subject to the control of the board of directors.
RESIGNATIONS, REMOVALS, AND VACANCIES
1. Resignations. Any officer or director may resign at any time by giving written notice to the chairman of the board, the
president, or the secretary. Any such resignation shall take effect at the time specified therein, or, if no time is specified, then upon its delivery to the corporation.
2. Removal of Officers. Any officer or agent may be removed by the board at any time, with or without cause.
3. Removal of Directors. Any or all of the directors may be removed either with or without cause by a proper vote of the
shareholders; and, as provided in the charter, may be removed with cause by a majority vote of the entire board. Cause shall include a director willfully or without reasonable cause being absent from any regular or special meeting for
the purpose of obstructing or hindering the business of the corporation.
4. Vacancies of Directors. Newly created
directorships resulting from an increase in the number of directors, and vacancies occurring in any directorship for any reason, including removal of a director, may be filled by the vote of a majority of the directors then in office, even if less
than a quorum exists.
1. Liability of Officers and Directors. No person shall be liable for any loss or damage suffered on account of any action taken or
omitted to be taken by him as a director or officer of the corporation in good faith and in accordance with the standard of conduct set forth in T.C.A. § 48-18-502.
2. Indemnification of Officers and Directors. The corporation shall indemnify to the fullest extent permitted by law any and all
persons who may serve or who have served at any time as directors or officers, or who at the request of the board of directors of the corporation may serve or at any time have served as directors or officers of another corporation in which the
corporation at such time owned or may own shares of stock or of which it was or may be a creditor, and their respective heirs, administrators, successors, and assigns, against any and all expenses, including amounts paid upon judgments, counsel
fees, and amounts paid in settlement (before or after suit is commenced), actually and necessarily incurred by such persons in connection with the defense or settlement of any claim, action, suit, or proceeding in which they, or any of them, are
made parties, or a party, or which may be asserted against them or any of them, by reason of being or having been directors or officers or a director or officer of the corporation or such other corporation, except in relation to such matters to
which any such director or officer or former director or officer or person shall be adjudged in any action, suit, or proceeding to be liable for his own negligence or misconduct in the performance of his duty.
Such indemnification shall be in addition to any other rights to which those indemnified may be entitled under any law, bylaw, agreement, vote of shareholders, or otherwise.
1. Stock Certificates. Every shareholder shall be entitled to a certificate or certificates of capital stock
of the corporation in such form as may be prescribed by the board of directors. Unless otherwise decided by the board, such certificates shall be signed by the chairman of the board and the secretary of the corporation.
2. Transfer of Shares. Shares of stock may be transferred on the books of the corporation by delivery and surrender of the
properly assigned certificate, but subject to any restrictions on transfer imposed by either the applicable securities laws or any shareholder agreement.
3. Loss of Certificates. In the case of the loss, mutilation, or destruction of a certificate of stock, a duplicate certificate
may be issued upon such terms as the board of directors shall prescribe.
ACTION BY CONSENT
Whenever the shareholders or directors are required or permitted to take any action by vote, such action may be taken without a meeting on
written consent, setting forth the action so taken, signed by all the persons or entities entitled to vote thereon and indicating each person or entitys vote or abstention on the action. The action must receive the affirmative vote of the
number of votes that would be necessary to authorize or take such action at a meeting.
AMENDMENT OF BYLAWS
Except as otherwise permitted by law, these bylaws may be amended, added to, or repealed either by: (1) a majority vote of the shares
represented at any duly constituted shareholders meeting, or (2) a majority vote of the entire board of directors. Any change in the bylaws made by the board of directors, however, may be amended or repealed by the shareholders.
I certify that these amended and restated bylaws were adopted at a meeting of the board of directors held on February 24, 2015, to be
effective as of March 10, 2015.
|/s/ David H. Kemp |
|David H. Kemp, Secretary|