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Title: |
Bylaws |
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Date: |
2003 |
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Size: |
58KB total |
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$42 |
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ID: |
#1449360 |
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EXHIBIT 3.2
BY-LAWS
OF
FIRST NATIONAL BANC, INC.
BY-LAWS
OF
FIRST NATIONAL BANC, INC.
TABLE OF CONTENTS
| Page | ||||
| ARTICLE I. DEFINITIONS |
1 | |||
| ARTICLE II. GENERAL PROVISIONS REGARDING NOTICES |
1 | |||
| Section 1. |
NOTICES. |
1 | ||
| Section 2. |
WAIVER OF NOTICE. |
2 | ||
| ARTICLE III. SHAREHOLDERS’ MEETING |
3 | |||
| Section 1. |
PLACE OF MEETING. |
3 | ||
| Section 2. |
ANNUAL MEETING. |
4 | ||
| Section 3. |
SPECIAL MEETINGS. |
4 | ||
| Section 4. |
NOTICE TO SHAREHOLDERS. |
4 | ||
| Section 5. |
FIXING OF RECORD DATE. |
5 | ||
| Section 6. |
QUORUM AND VOTING REQUIREMENTS. |
6 | ||
| Section 7. |
PROXIES. |
7 | ||
| Section 8. |
INFORMAL ACTIONS BY SHAREHOLDERS. |
7 | ||
| ARTICLE IV. DIRECTORS |
7 | |||
| Section 1. |
GENERAL POWERS. |
7 | ||
| Section 2. |
NUMBER, TENURE, QUALIFICATIONS. |
7 | ||
| Section 3. |
VACANCIES, HOW FILLED. |
8 | ||
| Section 4. |
PLACE OF MEETING. |
8 | ||
| Section 5. |
COMPENSATION. |
8 | ||
| Section 6. |
REGULAR MEETINGS. |
8 | ||
| Section 7. |
SPECIAL MEETINGS. |
8 | ||
| Section 8. |
GENERAL PROVISIONS REGARDING NOTICE AND WAIVER. |
8 | ||
| Section 9. |
QUORUM. |
9 | ||
| Section 10. |
MANNER OF ACTING. |
9 | ||
| Section 11. |
COMMITTEES. |
9 | ||
| Section 12. |
ACTION WITHOUT FORMAL MEETING. |
10 | ||
| Section 13. |
CONFERENCE CALL MEETINGS. |
10 | ||
| ARTICLE V. OFFICERS |
10 | |||
| Section 1. |
GENERALLY. |
10 | ||
| Section 2. |
COMPENSATION. |
11 | ||
| Section 3. |
VACANCIES. |
11 | ||
| Section 4. |
CHAIRMAN OF THE BOARD AND CHIEF EXECUTIVE OFFICER. |
11 | ||
| Section 5. |
PRESIDENT. |
12 | ||
| Section 6. |
SECRETARY. |
12 | ||
| Section 7. |
THE CHIEF FINANCIAL OFFICER AND EXECUTIVE VICE PRESIDENT. |
12 | ||
i
| Section 8. |
DEPUTY OFFICERS. |
13 | ||
| Section 9. |
ASSISTANT OFFICERS. |
13 | ||
| ARTICLE VI. INDEMNIFICATION |
13 | |||
| Section 1. |
DEFINITIONS FOR INDEMNIFICATION PROVISIONS. |
13 | ||
| Section 2. |
MANDATORY INDEMNIFICATION AGAINST EXPENSES. |
14 | ||
| Section 3. |
AUTHORITY FOR PERMISSIVE INDEMNIFICATION. |
14 | ||
| Section 4. |
DETERMINATION AND AUTHORIZATION OF PERMITTED INDEMNIFICATION. |
15 | ||
| Section 5. |
SHAREHOLDER-APPROVED INDEMNIFICATION. |
15 | ||
| Section 6. |
ADVANCES FOR EXPENSES. |
16 | ||
| Section 7. |
INDEMNIFICATION OF OFFICERS, EMPLOYEES AND AGENTS. |
17 | ||
| Section 8. |
INSURANCE. |
17 | ||
| Section 9. |
EXPENSES FOR APPEARANCE AS WITNESS. |
17 | ||
| ARTICLE VII. REIMBURSEMENT OF NON-DEDUCTIBLE PAYMENTS TO OFFICERS AND EMPLOYEES |
17 | |||
| ARTICLE VIII. FISCAL YEAR |
18 | |||
| ARTICLE IX. ANNUAL STATEMENTS |
18 | |||
| ARTICLE X. CAPITAL STOCK |
18 | |||
| Section 1. |
FORM. |
18 | ||
| Section 2. |
TRANSFER. |
19 | ||
| Section 3. |
RIGHTS OF HOLDER. |
19 | ||
| Section 4. |
LOST OR DESTROYED CERTIFICATES. |
19 | ||
| ARTICLE XI. SEAL |
20 | |||
| ARTICLE XII. REGISTERED OFFICE AND REGISTERED AGENT |
20 | |||
| ARTICLE XIII. AMENDMENTS |
20 | |||
| Section 1. |
AMENDMENTS GENERALLY. |
20 | ||
| Section 2. |
BY-LAW INCREASING QUORUM OR VOTING REQUIREMENTS. |
21 | ||
ii
BY-LAWS
OF
FIRST NATIONAL BANC, INC.
ARTICLE I.
DEFINITIONS
As used in these By-Laws, the terms set forth below shall have the meanings indicated, as follows:
“Articles of Incorporation” means the Articles of Incorporation of the Corporation, as amended from time to time.
“Board” shall mean the Board of Directors of the Corporation.
“Chief Executive Officer” shall mean the Chairman of the Board and Chief Executive Officer of the Corporation, or such other officer as shall be designated by the Board as having the duties of the Chairman of the Board and Chief Executive Officer, as described in Section 4 of Article V of these By-Laws.
“Code” shall mean the Georgia Business Corporation Code, as amended from time to time.
“Corporation” shall mean First National Banc, Inc., a Georgia corporation.
“Secretary” shall mean the Secretary of the Corporation, or such other officer as shall be designated by the Board as having the duties of the corporate Secretary as described in Section 5 of Article V of these By-Laws.
“Secretary of State” shall mean the Secretary of State of Georgia.
“Voting group” shall have the meaning set forth in subsection (a) of Section 6 of Article III of these By-Laws.
ARTICLE II.
GENERAL PROVISIONS REGARDING NOTICES
Section 1. NOTICES. Except as otherwise provided in the Articles of Incorporation or these By-Laws, or as otherwise required by applicable law:
(a) Any notice required by these By-Laws or by law shall be in writing unless oral notice is reasonable under the circumstances.
(b) Notice may be communicated in person; by telephone, telegraph, teletype, or other form of wire or wireless communication; or by mail or private carrier. If these forms of personal notice are impracticable, notice may be communicated by a newspaper of general circulation in the area where published, or by radio, television, or other form of public broadcast communication.
(c) Written notice by the Corporation to any shareholder, if in a comprehensible form, is effective when mailed, if mailed with first-class postage prepaid and correctly addressed to the shareholder’s address shown in the Corporation’s current record of shareholders; provided that if the Corporation has more than 500 shareholders of record entitled to vote at a meeting, it may utilize a class of mail other than first class if the notice of the meeting is mailed, with adequate postage prepaid, not less than 30 days before the date of the meeting.
(d) Written notice to the Corporation may be addressed to its registered agent at its registered office or to the Corporation or its Secretary at its principal office shown in its most recent annual registration with the Secretary of State.
(e) Except as provided in subsection (c) of this Section 1, written notice, if in a comprehensible form, is effective at the earliest of the following:
| (1) | When received, or when delivered, properly addressed, to the addressee’s last known principal place of business or residence; |
| (2) | Five days after its deposit in the mail, as evidenced by the postmark, if mailed with first-class postage prepaid and correctly addressed; or |
| (3) | On the date shown on the return receipt, if sent by registered or certified mail, return receipt requested, and the receipt is signed by or on behalf of the addressee. |
(f) Oral notice is effective when communicated if communicated in a comprehensible manner.
(g) In calculating time periods for notice under these By-Laws, when a period of time measured in days, weeks, months, years, or other measurement of time is prescribed for the exercise of any privilege or the discharge of any duty, the first day shall not be counted but the last day shall be counted.
Section 2. WAIVER OF NOTICE. Except as otherwise provided or required by the Articles of Incorporation, these By-Laws or applicable law:
(a) A shareholder may waive any notice required to be given to such shareholder, before or after the date and time stated in the notice. The waiver must be in writing, be signed by the shareholder entitled to the notice, and be delivered to the Corporation for inclusion in the minutes or filing with the Corporation’s corporate records.
2
(b) A shareholder’s attendance at a meeting:
| (1) | Waives objection to lack of notice or defective notice of the meeting, unless the shareholder at the beginning of the meeting objects to holding the meeting or transacting business at the meeting; and |
| (2) | 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 objects to considering the matter when it is presented. |
(c) Neither the business transacted nor the purpose of the meeting need be specified in the waiver, except that any waiver by a shareholder of the notice of a meeting of shareholders with respect to an amendment of the Articles of Incorporation, a plan of merger or share exchange, a sale of assets or any other action which would entitle the shareholder to exercise statutory dissenter’s rights under the Code and obtain payment for his shares shall not be effective unless:
|
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