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8-K - FORM 8-K - BANCFIRST CORP /OK/ | v405849_8k.htm |
EX-3.1 - EXHIBIT 3.1 - BANCFIRST CORP /OK/ | v405849_ex3-1.htm |
EX-4.1 - EXHIBIT 4.1 - BANCFIRST CORP /OK/ | v405849_ex4-1.htm |
Exhibit 3.2
CONTENTS
OF THE
AMENDED AND RESTATED
BYLAWS
OF
BANCFIRST CORPORATION
(formerly
known as United Community Corporation)
Amended and Restated – March 26, 2015
ARTICLE
I | Offices |
II | Shareholders’ Meetings |
III | Directors |
IV | Executive Committee |
V | Compensation of Directors and Members of the Executive Committee |
VI | Meetings of the Board |
VII | Officers |
VIII | The Chairman of the Board |
IX | Chief Executive Officer |
X | The President |
XI | Vice Presidents |
XII | The Treasurer |
XIII | The Secretary |
XIV | Corporate Seal |
XV | Duties of Officers May Be Delegated |
XVI | Certificates of Shares |
XVII | Transfers of Shares |
XVIII | Closing of Transfer Books |
XIX | Registered Shareholders |
XX | Lost Share Certificates |
XXI | Inspection of Books and Records |
XXII | Checks |
XXIII | Fiscal Year |
XXIV | Dividends |
XXV | Directors’ Annual Statement: Annual Reports |
XXVI | Notices |
XXVII | Indemnification of Officers and Directors |
XXVIII | Amendments |
AMENDED AND RESTATED
BYLAWS
OF
BANCFIRST CORPORATION
(As adopted
June 10, 1988March 26, 2015)
ARTICLE I
Offices
Section
1. The principal office of this corporation shall be located at One
Benham Place, 9400101 North Broadway, Suite 500 Oklahoma
City, Oklahoma 73114OK 73102.
Section 2. The corporation may also have offices at such other places as the board of directors may from time to time appoint or the business of the corporation require.
ARTICLE II
Shareholders’ Meetings
Section 1. Unless otherwise determined by the board of directors, all meetings of the shareholders shall be held in the principal office of the corporation.
Section
2. The annual meeting of shareholders for the election of
directors and for the transaction of any proper business shall be held at such time and date as the Boardboard
of Directorsdirectors by resolution shall determine and set forth in
the notice of the meeting. If the annual meeting of shareholders
is not held on the date designated therefore, the Boardboard of Directorsdirectors shall
cause the meeting to be held as soon thereafter as convenient. At each annual meeting the shareholders
entitled to vote shall elect a Boardboard of Directorsdirectors
and they may transact such other corporate business as may properly be brought before the meeting.
Section
3. The holders of a majority of the stock issued and outstanding and
entitled to vote thereat, present in person or represented by proxy, shall be requisite and shall constitute a quorum at all meetings
of the shareholders for the transaction of business, except as otherwise provided by law, by the ArticlesCertificate
of Incorporation or by these bylaws. If, however, such majority shall
not be present or represented at any meeting of the shareholders, the shareholders entitled to vote thereat, present in person,
or by proxy, shall have power to adjourn the meeting from time to time, without notice other than an announcement at the meeting,
if such meeting is adjourned to a date within thirty (30) days of the meeting as originally scheduled,
until the
requisite amount of voting stock shall be present. At such adjourned meeting at which the requisite amount of voting stock shall
be represented, any business may be transacted which might have been transacted at the meeting as originally notified.
Section
4. At each meeting of the shareholders, every shareholder having the
right to vote shall be entitled to vote in person, or by proxy appointed by an instrument in writing subscribed by such shareholder
and bearing a date not more than eleven (11) months prior to the date of exercise of said proxy, unless said instrument provides
for a longer period, not to exceed seven (7) years, which instrument shall be filed with the secretary of the corporation at or
before the meeting. Unless demanded by a shareholder, proxy or other person entitled
to vote at the meeting, no vote need be by ballot, and voting need not be conducted by inspectors. All elections and
proposals shall be had and all questions decided by a majority vote
of the shares issued and outstanding and entitled to vote at such meeting, unless otherwise
provided by law.
Section
5. Written notice of the meetings of shareholders stating the time,
place and purpose thereof shall be mailed by the secretarySecretary to
each shareholder entitled to vote thereat at such address as appears on the share ledger of the corporation not less than seven
(7) days prior to the meeting. Whenever a greater period of notice is required
by law, the notice shall be sent in accordance with such law.
Section 6. Except as otherwise provided by law, for the purpose of determining shareholders entitled to notice of or to vote at any meeting of shareholders or any adjournment thereof, or for any other proper purpose, the board of directors may fix, in advance, a record date, to be not less than ten (10) nor more than sixty (60) days preceding the meeting, and in such case only registered shareholders on the record date shall be entitled to notice of such meeting and to vote at such meeting.
Section
7. A share ledger in which the names of the shareholders are arranged
in alphabetically by classes of shares, if any, shall be maintained and open
for inspection at the place of the shareholders’ meeting during the business hours at least one (1) full day immediately
preceding the meeting and until the close of the meeting.
Section
8. Special meetings of the shareholders for any purpose, or purposes,
unless otherwise provided by statute, may be called by the chairmanChairman,
the presidentPresident, the board of directors or shareholders owning
not less than twenty-fiveten percent (2510%)
in amount of the entire capital stock of the corporation issued and outstanding, and entitled to vote and, upon written request
by any person or persons so empowered to call meetings to the president, a vice president,President
or the secretarySecretary, such officer shall give notice
of such meeting to the shareholders, stating the purpose or purposes as stated in the request and the date of
such meeting, which date fixed by such officer shall not be less than ten (10) nor more than sixty (60) days after receipt of
such written request.
Section 9. Business transacted at all special meetings shall be confined to the objects stated in the call, except as provided in Section 11 of this Article.
Page | 2 |
Section 10. Whenever any notice whatsoever is required to be given by law or these bylaws, a written waiver of notice signed by any shareholder entitled thereto shall be deemed equivalent to the actual giving of such notice.
Section 11. Any transaction of the shareholders at any meeting shall be valid regardless of how or whether call was made or notice given if a quorum be present in person or by proxy and (1) if, at any time, either before or after the meeting, each shareholder entitled to notice and to vote and not present in person or by proxy signs a written waiver of notice, or consent, or an approval of the minutes thereof, or (2) if such transactions have been or are thereafter approved and ratified at a regular or special shareholders’ meeting held upon regular call or notice.
Section
12. Notwithstanding anything contained in these bylaws or the ArticlesCertificate
of Incorporation to the contrary, any action which might be taken at a meeting of the shareholders may be taken without
a meeting if a record or memorandum thereof be made in writing and signed by alla
majority of the holders of shares who would be entitled to vote at a meeting for such purpose and such record or memorandum
be filed with the secretary and made a part of the corporate records.
ARTICLE III
Directors
Section
1. The property and business of the corporation shall be managed and
the authority and powers of the corporation shall be exercised by its board of directors, consisting of not less than three (3)
nor more than twenty-five (25) in number and shall consist of three (3) directors until, within
the limits specified herein, a different number of directors which shall constitute the entire Board, shall be determined by resolution
of the shareholders. Directors need not be shareholders. They shall be elected at the annual meeting or special meetings of the
shareholders, and each, and shall be specified from time to time by resolution adopted by the affirmative vote of
a majority of the directors in office at the time of adoption of such resolution. Each director shall be elected to
serve for a term of one year and until his successor shall be elected and qualified.
Section 2. The directors may hold their meetings and have one or more offices, and keep the books of the corporation at the registered office of the corporation in Oklahoma City, Oklahoma, or at such other place or places as they may from time to time determine.
Section
3. In addition to the powers and authorities by these bylaws expressly
conferred upon them, the board may exercise all such powers of the corporation and do all such lawful acts and things as are not
by statute or by the ArticlesCertificate of Incorporation ofor by these bylaws directed or required to be exercised or done by the holders of the issued and outstanding shares entitled
to vote.
Section
4.(a) Unless otherwise provided by law, any director, whether elected
by the shareholders or appointed by the board of directors, may be removed from office, with or without cause, at any time by
the affirmative vote of a majority of the voting shares present at any meeting of the shareholders
at which a quorum of the issued and outstanding voting shares
Page | 3 |
are
present. Unless shareholders have cumulative voting rights, shall be removed unless the votes of a sufficient number of shares
are cast against the resolution for his removal, which, if cumulatively voted at an election of the full board, would be insufficient
to elect one (1) or more directors. not less than 66 2/3% of the then outstanding shares of stock of the corporation
entitled to vote in the election of directors, voting together as a single class, given at a meeting of the shareholders for that
purpose. In case the board or any one or more directors be so removed, new directors
may be elected at the same meeting.
(b) In the event an incumbent director, whether one or more, or any nominee standing for election to a vacant seat on the board of directors fails to receive at least a majority of the votes cast in favor of their election, that individual shall not be elected to the board of directors, and if a current member of the Board seeking re-election, shall not serve for the ensuing term.
Section
5. Except as otherwise required by law, by any provisions established pursuant to the Certificate
of Incorporation with respect to the rights of holders of shares of one or more outstanding series of preferred stock, or as provided
in Section 4 of this Article, newly created directorships resulting from any increase in the authorized number of directors of
the corporation and any vacancies on the board of directors resulting from death, resignation, retirement, disqualification or
removal from office of a director of the corporation shall be filled only by the affirmative vote of at least a majority of the
remaining directors of the corporation then in office, even if such remaining directors constitute less than a quorum of the board
of directors, or by the sole remaining director Except as provided in Section 4 of
the this Article, vacancies in the board of directors shall be filled by the remaining members of the board, though less than
a quorum, and each person so elected shall continue as a member of the board until he resigns or is removed therefrom
as provided by law or until his successor is elected by the shareholders.
ARTICLE IV
Executive Committee
Section
1. The board of directors may, by resolution passed by a majority of
the whole board, designate two (2) or more directors to constitute an executive committee. Executive
Committee. Said committee may meet at a stated time, or on notice to all by any of their own number.
During the intervals between meetings of the board, such committee shall advise with and aid the officers of the
corporation in all matters concerning its interests and the management ofif
its business, and generally perform such duties and exercise such powers as may be directed or delegated by the board of directors
from time to time. The board may delegate to such committee authority to exercise
all the powers of the board, excepting power to amend the bylaws, while the board is not in session. the
executive committeeThe Executive Committee shall be subject at all times to the control and direction of
the board. Vacancies in the membership of the committee may be filled by the
board of directors at any regular or special meeting of the board.
Section 2. The Executive Committee shall keep regular minutes of its proceedings and report the same to the board as and when required.
Page | 4 |
ARTICLE V
Compensation of Directors and Members
of the Executive Committee
Section
1. Directors and members of the executive
committeeExecutive Committee, as such, shall not receive any stated salary for their services, but by resolution
of the board, a fixed sum and expenses of attendance, if any, mayBoard, shall
be allowed for attendanceengaged by an annual retainer payable on a monthly basis at such meeting of the boardBoard or committeeCommittee;
provided that nothing herein contained shall be construed to preclude any director or committee member from serving the corporation
in any other capacity and receiving compensation therefore.
ARTICLE VI
Meetings of the Board
Section 1. The annual meeting of the board shall be held immediately following and at such place as shall be fixed for the shareholders’ annual meeting, for the purpose of transacting any business which shall come before the meeting, and no notice of such meeting shall be necessary in order legally to constitute such meeting, provided a quorum is present; or the board may hold its annual meeting at such time and place as shall be fixed by the consent in writing of all the directors, or as otherwise determined by a majority of the members of the board at a meeting duly called.
Section
2. Special meetings of the board of directors shall be called by the
chairmanChairman or presidentPresident,
or, upon either of such person’s inability or refusal to act, by any vice president, or,
if none, by the secretarySecretary, or by any two directors.
Written notice of the time, place and purpose of the meeting shall be given to each director, in writing, either personally or
by telegrame-mail or other means of electronic notice, three days prior
to the meeting, or by mail at least seven days prior to such meeting.
Section
3. At all meetings of the board a majority of the directors shall be
necessary and sufficient to constitute a quorum for the transaction of business, and the act of a majority of the directors present
at any meeting at which there is a quorum shall be the act of the board of directors, except as may be otherwise specifically
provided by statute, or by the ArticlesCertificate of Incorporation, or
by these bylaws.
Section 4. Any director may, in writing, waive notice of any meeting of the board, either before or after the meeting.
Section 5. Any action which might be taken at a meeting of the board of directors may be taken without a meeting if a record or memorandum thereof be made in writing and signed by all the members of the board.
Page | 5 |
ARTICLE VII
Officers
Section
1. The officers of the corporation shall be chosen by the directors,
and shall be chosen by at the meeting of the board of directors,
and shall be a president, secretary and treasurer first following the annual meeting of shareholders, at which time
the directors shall select a President, Secretary and Treasurer, and may select a be
a chairmanChairman of the boardBoard, as many vice
presidents, assistant secretaries and assistant treasurersVice Presidents, Assistant Secretaries and Assistant Treasurers as the directors shall from time to time deem advisable. Any two or more corporate offices, except those of presidentPresident and secretarySecretary, or presidentPresident
and vice presidentVice President, may be held simultaneously
by the same by the same person.
Section
1. The board of directors, at its meeting first following the annual meeting
of shareholders, shall choose a president from their own number and a secretary and a treasurer who need not be members of the
board, and may choose a chairman from their own number, as many vice presidents and assistant secretaries and assistant treasurers
as desired.
Section 2. The board may appoint such other officers and agents as it shall deem necessary, who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the board.
Section
3. The salaries of all executive officers
of the corporation shall be fixedapproved by the board of directors,
or by a compensation committee selected by the board of directors, upon recommendations submitted by the Chief Executive Officer
of the corporation. The board of directors or the compensation committee shall determine and fix the salary of the Chief Executive
Officer.
Section 4. The officers of the corporation shall hold office until their successors are elected and qualified or as determined by the board of directors.
Section 5. Any officer elected or appointed by the board of directors may be removed from office, with or without cause, at any time by the Chief Executive Officer or President. The Chief Executive Officer and President may be removed by the affirmative vote of a majority of the directors present at any meeting of the board at which a quorum is present.
Page | 6 |
ARTICLE VIII
The Chairman of the Board
Section
1. The chairmanChairman
of the boardBoard, if one has been elected, shall preside at
all meetings of shareholders, and the board of directors
and committees of which he is a member.
ARTICLE IX
Chief Executive Officer
Section
1. If the board of directors has elected a chairmanChairman
of the boardBoard it may designate the chairmanChairman
of the boardBoard as the chief
executive officerChief Executive Officer of the corporation. If
no chairmanChairman of the boardBoard
has been elected, or in his absence or inability to act or if no such designation has been made by the board of directors,
the presidentPresident shall be the chief
executive officerChief Executive Officer of the corporation. The
chief executive officerChief Executive Officer shall (i) have the overall
supervision of the business of the corporation and shall direct the affairs and policies of the corporation, subject to any directions
which may be given by the board of directors, (ii) shall have authority to designate the duties and powers of officers and delegate
special powers and duties to specified officers, so long as such designations shall not be inconsistent with the statutes, these
bylaws or action of the board of directors and (iii) shall in general have all other powers and shall perform all other duties
incident to the chief executive officerChief Executive Officer of a corporation
and such other powers and duties as may be prescribed by the board of directors from time to time.
ARTICLE X
The President
Section
1. If the board of directors has elected a chairmanChairman
of the boardBoard and designated such officer as the chief
executive officerChief Executive Officer of the corporation, the presidentPresident shall serve as chief operating officer and be subject to the controldirection
of the board of directors and the chairmanChairman of the board.
Board. He shall have such powers and perform such duties as from time to time may be assigned to him by
the board of directors or the chairmanChairman of the boardBoard.
Section
2. If the board of directors has not elected a chairmanChairman of the boardBoard, or, if one has been elected and has not
been designated chief executive officerChief Executive Officer of the
corporation, then the presidentPresident shall be the chief
executive officerChief Executive Officer of the corporation with the powers and duties provided in Article
IX of these bylaws.
Page | 7 |
Section
3. In any event, the presidentPresident
shall have power to execute, and shall execute, bonds, deeds, mortgages, extension agreements, modifications lfof
mortgage agreements, leases and contracts or other instruments of the corporation except where required or permitted
by law to be otherwise signed and executed and except where the signing and execution thereof shall be expressly delegated by
the board of directors or by the presidentPresident to some other officer
or agent of the corporation. The presidentPresident
may sign, with the secretarySecretary or an assistant
secretaryAssistant Secretary, certificates for shares of stock of the corporation, the issuance of which
shall have been duly authorized by the board of directors, and shall vote, or give a proxy
to any other person to vote, all shares of the stock of any other corporation standing in the name of the corporation. The presidentPresident in general shall have all other
powers and shall perform all other duties as may be prescribed by the board of directors from time to time.
ARTICLE XI
Vice PresidentPresidents
Section
1. In the absence of the presidentPresident,
or in the event of his inability or refusal to act, the vice presidentsVice Presidents
in order of their rank as fixed by the board of directors or, if not ranked, the vice
presidentsVice Presidents designated by the board of directors as chief
executive officerChief Executive Officer, shall perform all duties of the presidentPresident
and, when so acting, shall have all the powers of, and be subject to all the restrictions upon, the president.
The vice presidentsPresident. The respective Vice Presidents shall have such other powers and perform such
other duties, not inconsistent with the statutes, these bylaws, or action of the board of directors
or the President, as from time to time may be prescribed for them, respectively,
by the board of directors or the president. President. Any vice
presidentVice President may sign, with the secretarySecretary or an assistant secretaryAssistant Secretary, certificates
for shares of stock of the corporation, the issuance of which shall have been duly authorized by the board of directors.
ARTICLE XII
The Treasurer
Section
1. The treasurerTreasurer
shall have the custody of the corporate funds and securities and shall keep full and accurate accounts offof
receipts and disbursements in books belonging to the corporation and shall deposit all monies and other valuable effects
in the name and to the credit of the corporation in such depositories as may be designated by the board of directors.
Section
2. The treasurerTreasurer
shall disburse the funds of the corporation as may be ordered by the president or the board, taking proper vouchers
for such disbursements, and shall render to the president and directors, at the annual meeting of the board, or whenever they
may require it, an account of all his transactions as treasurer and of the financial condition of the corporation.
Page | 8 |
Section
1. The treasurer shall give the corporation a bond, if required by the board of directors, in a sum, and with one or more securities
satisfactory to the board, for the faithful performance of the duties of his office, and for the restoration to the corporation,
in case of his death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property
of whatever kind in his possession or under his control belonging to the corporation.
Section 3. The Treasurer may also serve as the Chief Financial Officer of the corporation upon designation by the board of directors.
Section
4. Assistant treasurersTreasurers,
if any there be, shall assist the treasurerTreasurer in performance of
his duties, and shall have such other powers and perform such other duties, not inconsistent with the statutes, these bylaws,
or action of the board of directors, as from time to time may be prescribed for them, respectively, by the board of directors
or the treasurerTreasurer.
ARTICLE XIII
The Secretary
Section
1. The secretarySecretary shall attend all sessions of the board of directors and all meetings of the shareholders and record all votes and the
minutes of all proceedings in a book to be kept for that purpose and shall keep in safe custody the seal of the corporation and
affix the same to any instrument requiring it; and shall perform like duties for the Executive Committee
when required. He shall give,
or cause to be given, notice of all meetings of the shareholders and of the board of directors, and shall perform such other duties
as may be prescribed by the board of directors, chairmanChairman or presidentPresident,
all subject to the supervision of the chairmanChairman or presidentPresident.
Section
2. Assistant secretariesSecretaries,
if any there be, shall assist the secretarySecretary in performance of
his duties, and shall have such other powers and perform such other duties, not inconsistent with the statutes, these bylaws,
or action of the board of directors, as from time to time may be prescribed for them, respectively,
by the board of directors or the secretarySecretary.
ARTICLE XIV
Corporate Seal
Section 1. The corporate seal shall have inscribed thereon the name of the corporation and the words “Corporate Seal” and “Oklahoma” or an abbreviation thereof.
Page | 9 |
ARTICLE XV
Duties
of Officers May be DeletedDelegated
Section 1. 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, for the time being, the powers or duties, or any of them of such officer to any other officer or to any director, provided a majority of the entire board concurs therein.
ARTICLE XVI
Certificates
of stocksStocks
Section
1. The shares of stock of the Corporation may be represented by
certificates in such form as may be approved by the Boardboard of Directorsdirectors.
The certificates of stock of the corporation shall be numbered and shall be entered in the books of the corporation as they
are issued. They shall contain the name of the corporation and state that it is incorporated under the laws of Oklahoma and
other statements as may be required by law. They shall exhibit the holder’s name, the number of shares and par value
thereof and shall be signed by the presidentPresident or a vice
presidentVice President and the secretarySecretary
or an assistant secretaryAssistant Secretary. Where, however, such
certificate is signed by a transfer agent or an assistant transfer agent or by a transfer clerk acting inon
behalf of the corporation, and a registrar, the signatures of any of the above-named officers may be by
facsimile. Notwithstanding the foregoing provisions regarding share certificates, officers of the Corporationcorporation
may provide that some or all of any or all of classes or series of the Corporation’scorporation’s
common or any preferred shares may be uncertificated shares.
ARTICLE XVII
Transfer of Stock
Section
1. Transfers of stock shall be made on the books of the corporation
only by the person named in the certificate, or in the case of the uncertificated
shares by the person named as the owner on the corporation’s direct registry system, or by an attorney, lawfully constituted
in writing, and upon surrender of the certificate therefore and in full and complete compliance with all of the terms and conditions
set forth on such certificate, applicable statutes, the ArticlesCertificate
of Incorporation and these bylaws.
ARTICLE XVIII
Closing of Transfer Books
Section 1. The board of directors may close the share transfer books against any transfers of shares during any shareholders’ meeting or adjournment thereof, and during a period from the record date through the close of any meeting, annual or special, of the shareholders, or for such period until the close of the date appointed for the payment of any dividend or
Page | 10 |
distribution
or of the date for the allotment of rights or when
any change, conversion or exchange of shares shall be made or go into effect. Unless
otherwise provided in the resolution of the board, the fixing of a record date as provided
in Article II, Section 6 of these bylaws shall close the books of the corporation against any transfer of shares during the period
not to exceed sixty (60) days.
ARTICLE XIX
Registered Stockholders
Section 1. The corporation shall be entitled to treat the holder of record of any share or shares at the record date as the holder and owner in fact thereof, and accordingly, shall not be bound to recognize any equitable or other claim to or interest in such share on the part of any other person, whether or not it shall have express or other notice thereof, except as may be otherwise expressly provided by the laws of Oklahoma.
ARTICLE XX
Lost Share Certificates
Section 1. Any person claiming a certificate of shares to be lost, destroyed or wrongfully taken shall make an affidavit or affirmation of that fact and advertise the same in such manner as the board of directors, or its designee, may require, but the board of directors may waive advertising, and such person shall, if the directors so require, give the corporation a bond of indemnity, in form and with one or more sureties satisfactory to the board, in at least double the value of the shares represented by said certificate, whereupon if the corporation is without notice that the security has been acquired by a bona fide purchaser, a new certificate may be issued of the same tenor and for the same number of shares as the one alleged to be lost, destroyed or wrongfully taken.
ARTICLE XXI
Inspection of Books and Records
Section
1. The directors shall determine from time to time whether, and, if
allowed, when and under what conditions and regulations, the accounts and books of the corporation (except such as may beby statute be specifically open to inspection), or any of them, shall be open to the
inspection), or any of them, shall be open to the inspection of the shareholders, and the shareholders’
rights in this respect are and shall be restricted and limited accordingly.
ARTICLE XXII
Checks
Section 1. Except as otherwise provided by resolution of the board of directors, all checks or demands for money and notes of the corporation shall be signed by the president, vice president, secretary or treasurer.
ARTICLE XXIII
Page | 11 |
Fiscal Year
Section 1. The fiscal year shall be the year ending December 31 of each year unless otherwise determined by the board of directors.
ARTICLE XXIV
Dividends
Section
1. Dividends upon the capital stock of the corporation,
when earned, may be declared by the board of directors at any meeting of the board.
Section 2. Before payment of any dividend, or making any distribution of profits, there may be set aside out of the surplus or net profits of the corporation such sum or sums as the directors from time to time, in their absolute discretion think proper as a reserve fund to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the corporation, or for such other purpose as the directors shall think conducive to the interest of the corporation.
ARTICLE XXV
Directors’ Annual Statement: Annual Reports
Section 1. The board of directors shall present at each annual meeting of the shareholders, and when called for by vote of the shareholders at any special meeting, a full and clear statement of the business and condition of the corporation.
Section
2. No An annual report shall be sent to the shareholders unless a majority in interest of shareholders
entitled to vote make written demand for such reportin advance of the directors
and, in absence of such demand within a ninety (90) day period beginning sixty (60) days prior to the end of the fiscal year,
such report is hereby expressly dispensed withannual meeting.
ARTICLE XXVI
Notices
Section
1. Whenever under any of the provisionprovisions
of these bylaws notice is required to be given to any director, officer or stockholder, it shall not be construed to
mean actual notice, but such notice may be given in writing, by depositing in the unitedUnited States mails, postage prepaid, addressed to such stockholder, officer or director at such address as appears on the
books of the corporation, or by causing a telegram, charges prepaidan electronic
notice thereof, to be transmitted to such person at such address.
Page | 12 |
Section
2. Any shareholder, director or officer may waive any notice required
to be given under these bylaws, or by statutes of the State of Oklahoma or the ArticlesCertificate of Incorporation to the extent permitted by the Statutes of the State of Oklahoma and the ArticlesCertificate of Incorporation.
ARTICLE XXVII
Indemnification of Directors and Officers
Section
1. Actions Other than in the Right of the Corporation. The Corporationcorporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding whether civil, criminal, administrative or investigative (other than an action by or in the
right of the Corporationcorporation) by reason of the fact that he is
or was a director or officer, of the Corporationcorporation, or is or
was serving at the request of the Corporationcorporation as a director
or officer of another corporation, partnership, joint venture or other enterprise against expenses (including attorney’s
fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action,
suit or proceeding, if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interest
of the Corporationcorporation and, with respect to any criminal action
or proceeding, had no reasonable cause to believe that his conduct was unlawful. 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 the person did not act in good faith and in a manner which he reasonably believed to be in or not opposed to
the best interest of the Corporationcorporation, and, with respect to
any criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful.
Section
2. Actions by or in the Right of the Corporation. The Corporationcorporation
shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or
completed action or suit by or in the right of the Corporationcorporation
to procure a judgment in its favor by reason of the fact that he is or was a director or officer of the Corporationcorporation,
or is or was serving at the request of the Corporationcorporation, as
a director or officer of another corporation, partnership, joint venture, trust or other enterprise against expenses (including
attorney’s fees) actually and reasonablereasonably incurred by him
in connection with the defense or settlement of suchan action or suit, if he acted in good faith and in a manner he reasonablereasonably believed to be in or not opposed to the best interest of the corporation; except that no indemnification shall be made
in respect of any claim, issue or matter as to which the person shall have been adjudged to be liable
to the corporation for negligence or misconduct in the performance of his duty to the corporation unless and only to
the extent that the court in which such action or suit was brought shall determine, upon application, that despite the adjudication
of liability, but in the view of all the circumstances of the case, such person
is fairly and reasonable entitled to indemnity for such expenses which the court shall deem proper.
Section
3. Determination of Right to Indemnity. Any indemnification
under Section 1Section1 or Section 2 above (unless ordered by a court)
shall be made by the Corporationcorporation only as authorized in the
specific case upon a determination that indemnification of the director or officer is proper in the circumstances because he has
met the
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applicable standards of conduct set forth in Section 1 or Section 2. Such determination shall be made (1) by the board of directors by a majority vote of a quorum consisting of directors who were not parties to such action, suit or proceeding (“disinterested directors”), or (2) if such a quorum is not obtainable, or, even if obtainable a quorum of disinterested directors so directs, by independent legal counsel in a written opinion, or (3) by the shareholders.
Section
4. Advancement of Expenses. Expenses incurred in defending a
civil or criminal action, suit or proceeding may be paid by the Corporationcorporation
in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf
of the director or officer to repay such amount if he is not ultimately able to demonstrate that he is entitled to be indemnified
by the Corporationcorporation as authorized herein.
Section
5. Insurance. The Corporationcorporation
may purchase (upon resolution duly adopted by the board of directors) and maintain insurance on behalf of any person
who is or was a director or officer of the Corporationcorporation, or
is or was serving at the request of the Corporationcorporation as a director
orof officer of another corporation, partnership, joint venture, trust
or other enterprise against any liability asserted against him and incurred by him in any such capacity, or arising out of his
status as such, whether or not the Corporationcorporation would have the
power to indemnify him against such liability.
Section
6. Indemnification Required. To the extent that a director or
officer of the Corporationcorporation has been successful on the merits
or otherwise in defense of any action, suit, or proceeding referred to herein or in defense of any claim, issue or matter therein,
he shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection
therewith.
Section
7. Non-exclusivity. The right
of indemnification and advancement of expenses hereinabove provided shall not be deemed exclusive of any rights to which any such
person may now or hereafter be otherwise entitled and specifically, without limiting the generality of the foregoing, shall not
be deemed exclusive of any rights pursuant to statute or otherwise, of any such person in any such action, suit or proceeding
to have assessed or allowed in his favor against the Corporationcorporation
or otherwise, his costs and expenses incurred therein or in connection therewith or any part thereof.
Section
8. Prohibitions. Notwithstanding any of the foregoing, the
right of indemnification shall not be available to any director or officer in connection with any liability or legal expense
incurred or imposed in any proceeding brought by any federal banking agency that results in a settlement or final order where
the Corporation’scorporation’s director or officer is
assessed a civil money penalty, is removed or prohibited from engaging in banking activities, or directs the director or
officer to cease an action or take any affirmative action regarding the Corporationcorporation
or its financial institution subsidiary.
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ARTICLE XXVIII
Amendments
Section
1. Subject to the provisions of the
Articles of Incorporation and the laws of the State of Oklahoma, these bylaws may be amended, altered, repealed, revised, or supplemented
upon resolution adopted by the directors at any meeting or by written memorandum signed by all of the directors or upon resolution
of the shareholders at any annual or special meeting called for that purpose upon proper notice, or by written memorandum of action
signed by all of the shareholders. The board of directors is expressly empowered to
adopt, amend or repeal these bylaws. The shareholders of the corporation shall also have power to adopt, amend or repeal the bylaws
of the corporation; provided, however, that, in addition to any vote of the holders of any class or series of stock of the corporation
required by law or by the Certificate of Incorporation of the corporation, the affirmative vote of the holders of at least 66
2/3% of the voting power of all of the then-outstanding shares of the capital stock of the corporation entitled to vote generally
in the election of directors, voting together as a single class, shall be required to adopt, amend or repeal any provisions of
the bylaws of the corporation.
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