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Title: |
Bylaws |
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Entities: |
Financial Institutions Inc. |
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Date: |
2006 |
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Size: |
Preview shows 4KB of 41KB total |
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Price: |
$48 |
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ID: |
#837305 |
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Start of
Preview |
BY-LAWS
OF
FINANCIAL INSTITUTIONS, INC.
ARTICLE I
SHAREHOLDERS
Section 1. Annual Meetings. The annual meeting of the shareholders for the election of directors and the transaction of other business shall be held each year on such day and at such hour as shall be fixed by the Board of Directors.
Section 2. Special Meetings. A special meeting of the shareholders may be called at any time by (a) the holders of a majority of the outstanding shares who would be entitled to vote at the meeting, (b) the Board of Directors or (c) the President, and such meeting shall be held on such day and at such hour as is fixed in the call of the meeting.
Section 3. Place of Meetings. Meetings of shareholders shall be held at the principal office of the Corporation or at such other place, within or without the State of New York, as may be fixed by the Board of Directors.
Section 4. Notice of Meetings. Notice of each meeting of shareholders shall be in writing or electronic form and shall state the place, date, and hour of the meeting. Notice of a special meeting also shall state the purpose or purposes for which the meeting is called and shall indicate who called the meeting. A copy of the notice of any meeting shall be given not less than ten (10) nor more than sixty (60) days before the date of the meeting, to each shareholder entitled to vote at the meeting. If mailed, such notice is given when deposited in the United States mail, with postage thereon prepaid, directed to the shareholder at such address as appears on the record of shareholders, or, if the shareholder shall have filed with the Secretary a written request that notices be mailed to some other address, then directed to the shareholder at such other address. If transmitted electronically, such notice is given when directed to the shareholders electronic mail address as supplied by the shareholder to the Secretary of the Corporation or as otherwise directed pursuant to the shareholders authorization or instructions. Notice of meetings of shareholders need not be given to any shareholder who submits a waiver of notice, in person, by proxy or electronically, whether before or after the meeting. The attendance of any shareholder at a meeting, whether in person or by proxy, without protesting prior to the conclusion of the meeting the lack of notice of such meeting, shall constitute a waiver of notice by him or her.
Section 5. Organization. At each meeting of shareholders, the Chairman, or in the Chairmans absence, the President or the Chairmans designee shall preside as chairman of the meeting and the Secretary, or in the Secretarys absence an Assistant Secretary, shall act as secretary of the meeting. If none of those designated to preside or to act as secretary of the meeting shall be present, the shareholders present in person or by proxy and entitled to vote at the meeting shall select someone to preside or to act as secretary, as may be needed.