Exhibit 3-b
BYLAWS
OF
TRUSTMARK CORPORATION
AS AMENDED AND RESTATED AS OF
JANUARY 21, 2003
BYLAWS
OF
TRUSTMARK CORPORATION
(Incorporated under the laws of Mississippi)
ARTICLE I
OFFICES
The principal office shall be in the City of Jackson, County of Hinds,
State of Mississippi; and the name of the resident agent for process upon the
corporation is T. Harris Collier, III, whose mailing address is 248 East Capitol
Street, Jackson, Mississippi. The corporation may also have offices at such
other places as the Board of Directors may from time to time appoint, or as the
business of the corporation may require.
ARTICLE II
STOCKHOLDERS' MEETINGS
1. Place. The place of all meetings of stockholders shall be the
principal office of the corporation in the City of Jackson, County of Hinds,
State of Mississippi, or such other place as shall be determined, from time to
time, by the Board of Directors. The place at which such meeting shall be held
shall be stated in the notice and call of the meeting.
2. Time. The annual meeting of stockholders for the election of
directors and for the transaction of such other business as may properly come
before the meeting shall be held each year on the date and at the time selected
by the Board of Directors and stated in the notice and call of the meeting.
[This section was put in its present form effective December 9, 1997.]
3. Special Meetings. Special meetings of stockholders, for any purpose
or purposes, unless otherwise prescribed by statute, may be called by the
President or by a majority of the Board of Directors and shall be called at any
time by the President or the Board of Directors upon the request of stockholders
owning ten percent (10%) of the outstanding shares of the corporation entitled
to vote at such meetings. Business transacted at all special meetings shall be
confined to the objects stated in the call.
4. Notice. 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) shall be given at least ten (10) days and not more
than sixty (60) days prior to the meeting, at the direction of the President,
the Secretary or other officer or persons calling the meeting. Such notice shall
be given to each stockholder of record entitled to vote at the meeting; and
notice shall be deemed delivered to the stockholder when deposited in the United
States mail, postage prepaid, addressed to the stockholder at his last known
post office address or to the address appearing on the stock transfer books of
the corporation.
5. Voting List. A complete list of stockholders entitled to notice of
the ensuing meeting, arranged in alphabetical order, with the address of and
number of shares held by each, shall be prepared by the Secretary, who shall
have charge of the stock transfer books of the corporation. The stockholders'
list shall be available for inspection by any stockholder no later than two (2)
business days after notice of the meeting is given for which the list was
prepared and continuing through the meeting, at the corporation's principal
office or at a place identified in the meeting notice in the city where the
meeting will be held.
6. Quorum. A majority of the outstanding shares of the corporation
entitled to vote, represented in person or by proxy, shall constitute a quorum
at any meeting of stockholders, unless otherwise provided by law; but less than
a quorum may adjourn any meeting, from time to time, and the meeting may be
held, as adjourned, without further notice.
7. Voting of Shares. If a quorum is present, the affirmative vote of a
majority of the shares represented at the meeting and entitled to vote shall be
the act of the stockholders, unless the vote of a greater number is required by
law for any specific purpose. Voting at all meetings may be oral, but any
qualified voter may demand a stock vote whereupon the vote will be taken by
ballot, each of which shall state the name of the stockholder voting and the
number of shares voted by him; and if such ballot be cast by a proxy, it shall
also state the name of such proxy. Subject to the provisions of Section 9 of
this Article II (relating to cumulative voting for directors), each stockholder
shall have one vote for each share of stock having voting power, registered in
his name as of the closing date of the stock transfer books, upon each matter
submitted to a vote at any meeting of stockholders.
8. Proxies. Every stockholder having the right to vote shall be
entitled to vote either in person or by proxy executed in writing. No proxy
shall be valid after eleven (11) months from the date of its execution, unless
otherwise provided in the proxy. Proxies shall be dated and shall be filed with
the records of the meeting. No officer or employee of Trustmark National Bank
shall act as proxy.
9. Cumulative Voting. At each election for Directors every stockholder
entitled to vote at such election shall have the right to vote, in person or by
proxy, the number of shares owned by him for as many persons as there are
Directors to be elected, and for whose election he has a right to vote, or to
cumulate his votes by giving one candidate as many votes as the number of such
Directors multiplied by the number of his shares shall equal, or by distributing
such votes on the same principle among any number of such candidates.
10. Nominations for Director. Nominations for election to the Board of
Directors may be made by the Board of Directors or by any stockholder of any
outstanding class of capital stock of the corporation entitled to vote for
election of directors. Nominations other than those made by or on behalf of the
existing management of the corporation, shall be made in writing and shall be
delivered or mailed to the Chairman of the Board of the corporation not less
than fourteen (14) days nor more than fifty (50) days prior to any meeting of
stockholders called for the election of directors; provided, however, that if
less than twenty-one (21) days' notice of the meeting is given to stockholders,
such nomination shall be mailed or delivered to the Chairman of the Board of the
corporation not later than the close of business on the seventh (7th) day
following the day on which the notice of the meeting was mailed. Such
notification shall contain the following information to the extent known to the
notifying stockholder: (a) the name and address of each proposed nominee; (b)
the principal occupation of each proposed nominee; (c) the total number of
shares of capital stock of the corporation that will be voted for each proposed
nominee; (d) the name and residence address of the notifying stockholder; and
(e) the number of shares of capital stock of the corporation owned by the
notifying stockholder. Nominations not made in accordance herewith may, in his
discretion, be disregarded by the chairman of the meeting, and upon his
instructions the vote tellers may disregard all votes cast for each such
nominee.
11. Judges of the Election. Every election of directors shall be
managed by three judges, who shall be appointed by the chairman and who shall
hold, either directly or indirectly (including, without limitation, indirect
ownership as a participant in any pension plan, profit sharing plan or other
employee benefit plan) shares of the corporation. The judges of election shall
hold and conduct the election at which they are appointed to serve; and, after
the election, they shall file with the Secretary a Certificate under their hands
certifying the results thereof and the names of the directors elected. The
judges of election, at the request of the chairman for the meeting, shall act as
tellers of any other vote by ballot taken at such meeting, and shall certify the
results thereof.
ARTICLE III
BOARD OF DIRECTORS
1. General Powers. Except as provided in the Articles of Incorporation,
the management of the affairs, property, and business of the corporation shall
be vested in the Board of Directors.
[This section was put in its present form effective April 9, 2002.]
2. Number, Tenure, and Qualifications. Unless otherwise provided in the
Articles of Incorporation and subject to the limitations of law, the number of
directors of the corporation shall not be less than five (5) nor more than
twenty-five (25) directors, the exact number within such minimum and maximum
limits to be fixed and determined from time to time by resolution of a majority
of the full Board of Directors or by resolution of the stockholders at any
meeting thereof. Except for any director removed for cause, each director shall
hold office for one (1) year or until his successor shall have been elected and
qualified. Each director shall own in his own right common or preferred shares
of the corporation with an aggregate par, fair market, or equity value of not
less than $1,000 as of either (i) the date of purchase, (ii) the date the person
became a director, or (iii) the date of that person's most recent election to
the Board of Directors, whichever is more recent. Any combination of common or
preferred stock of the corporation may be used. Upon attaining the age of
sixty-five (65) years, a Director shall retire effective upon the completion of
such director's then current term of office.
[This section was put in its present form effective April 9, 2002.]
3. Removal. The stockholders may remove one or more directors with or
without cause. The Executive Committee of the Board of Directors shall have the
authority to recommend the removal of a director for cause to the stockholders.
"Cause" shall be defined as: (i) embezzlement or fraud; (ii) failure to pay any
obligation owed to the corporation or an affiliate of the corporation; (iii)
breaching a fiduciary duty or deliberately disregarding any rule of the
corporation or its affiliates; (iv) conviction of a felony; (v) declaration of
unsound mind by court order; (vi) adjudication of bankruptcy; (vii)
nonacceptance of office or intentional failure to perform stated duties; (viii)
willful violation of any final cease and desist order; or (ix) any conduct
prejudicial to the interests of the corporation, including the disclosure of
confidential information of the corporation or its affiliates. A director may be
removed by the stockholders only at a meeting called for the purpose of removing
the director and the meeting notice must state that the purpose, or one or the
purposes, of the meeting is the removal of the director.
[This section was put in its present form effective April 9, 2002.]
4. Vacancies. Unless otherwise provided in the Articles of
Incorporation, all vacancies in the Board of Directors, whether caused by
resignation, removal, death, increase in the number of directors or otherwise,
may be filled through appointment by a majority of the remaining directors then
in office at an annual or special meeting called for that purpose; provided,
however, should a vacancy cause the number of directors to be less than the
number required for a quorum, then the majority of the remaining directors then
in office shall appoint at least the number of directors necessary to constitute
a quorum at an annual or special meeting called for that purpose. A director
thus appointed to fill any vacancy shall hold office until the next annual
meeting of the stockholders or until his successor is elected and qualified.
[This section was put in its present form effective April 9, 2002.]
5. Regular Meetings. Regular meetings of the Board of Directors shall
be held on the third Tuesday of January, April, July, and October. Formal
advance notice shall not be required. If any regular meeting shall fall on a
holiday, it may be held upon such other day as may be designated by the Chairman
of the Board of Directors or the President of the corporation. Regular meetings
may be held without notice at the principal office of the corporation at such
time as may be determined by the Chairman or President.
[This section was put in its present form effective July 16, 2002.]
6. Special Meetings. Special meetings may be called at any time by the
President, the Chairman of the Board of Directors, the Chairman of the Executive
Committee or by a majority of the directors at such time and place as may be
designated. Notice of special meetings shall be given stating the time and
place, at least two (2) days in advance thereof by overnight delivery, U.S.
Mail, electronic mail, telegram, facsimile, telephone, or personally.
[This section was put in its present form effective April 9, 2002.]
7. Quorum. A majority of the entire board of directors then in office
shall constitute a quorum, and the affirmative vote of a majority of those
present and voting shall be the action of the Board. Less than a quorum may
adjourn any meeting to a subsequent day without further notice until a quorum
can be had. If the number of directors is reduced below the number that would
constitute a quorum based upon the total number of required director positions,
then no business may be transacted, except selecting directors to fill vacancies
in conformance with Article III, Section 3. If a quorum is present, the Board of
Directors may take action through the vote of a majority of the directors in
attendance.
8. Organization. The Chairman, upon receiving the certificate of the
judges of the result of any election, shall notify the directors - elect of
their election and of the time at which they are required to meet at the
principal office of the corporation for the purpose of organizing the new Board.
After the Board has organized it should by resolution designate from among its
members an Executive Committee or other committees, each of which shall have all
the authority of the Board of Directors except as limited in such resolution or
bylaw, appoint officers, fix salaries for the ensuing year, and transact such
other business as may properly come before the organizational meeting. The
organization meeting shall be appointed to be held on the day of the election or
as soon thereafter as practicable, and, in any event, within thirty (30) days
thereof. If, at the time fixed for such meeting, there shall be no quorum
present, the directors present may adjourn the meeting, from time to time, until
a quorum is obtained. All committees of the Board shall keep regular minutes of
their meetings and shall report their actions to the Board of Directors at its
next meeting.
9. Compensation. Directors may be compensated for their services on the
Board at such times, in such amounts and in accordance with such compensation
plans as the Board of Directors, by proper action, shall determine. Provided,
however, that any member of the Board who is also an officer of the corporation
or of Trustmark National Bank shall not be compensated for service on the Board
of Directors. All directors may be reimbursed for actual expenses incurred in
connection with service on the Board as the Board of Directors, by proper
action, shall determine.
10. Informal Action. Any action of the corporation required to be
taken, or which may be taken, at a meeting of the directors, may be taken
without a meeting if a consent in writing, setting forth the action so taken,
shall be signed by all the directors entitled to vote thereon. Such consent
shall have the same force and effect as a unanimous vote of directors and may be
stated as such in any document filed with any governmental agency or body.
11. Voting of Shares in Other Corporations. The Chairman, the President
or such other officer or person as may be designated by resolution may act for
the corporation in voting shares it owns of any other corporation. The Board may
determine the manner in which such shares are to be voted or may delegate to its
representative the authority to vote such shares in the best interests of the
corporation.
12. Executive Committee. The Board shall appoint an Executive Committee
of not less than three (3) nor more than five (5) outside directors. The
Chairman of the Executive Committee shall be an outside director if the
positions of Chairman of the Board and Chief Executive Officer are held by the
same person. The Chairman of the Board and such other officers or persons as may
be designated by the Board, shall serve as members of the committee. The
committee shall exercise, when the Board is not in session, all powers of the
Board that may lawfully be delegated to it. The committee shall have the power
to fix the time and place of its meetings, prescribe its procedures, and
cooperate with and assist the officers of the corporation with the transaction
of its business. The committee shall keep separate minutes of its meetings, and
such minutes shall be available for inspection by the Board, the regulatory
authorities, or such others as may be lawfully authorized.
The Executive Committee shall be vested with the authority of annually
evaluating each existing director's performance as a director. Each director's
performance shall be evaluated against an objective set of performance criteria,
such criteria to be developed by the Executive Committee and approved by the
Board of Directors on an annual basis. The Executive Committee shall prepare an
annual report summarizing the results of its director performance evaluations
and deliver such report to the Nominating Committee.
[This section was put in its present form effective January 21, 2003.]
13. Audit & Finance Committee. The Board shall appoint an Audit &
Finance Committee composed of not less than three (3) Directors, exclusive of
any active officers, at such times and for such terms as shall be determined by
the Board. The duties of the Audit & Finance Committee shall be prescribed by
the Board. Such duties may include, without limitation, the duty to examine the
affairs of the corporation, or to cause suitable examinations to be made by
auditors responsible only to the Board of Directors and to report the result of
such examination in writing to the Board at the next regular meeting thereafter.
The Board may elect, in lieu of such periodic audits, to adopt an adequate
continuous audit system. If requested by the Board, the report of the Audit &
Finance Committee shall state whether the corporation is in sound condition,
whether adequate internal controls and procedures are being maintained, and
shall recommend to the Board such changes in the manner of conducting the
affairs of the corporation as shall be deemed advisable. The Audit & Finance
Committee shall keep separate minutes of its meetings, and such minutes shall be
available for inspection by the Board, the regulatory authorities, or such
others as may be lawfully authorized.
[This section was put in its present form effective April 9, 2002.]
14. Nominating Committee. The Board shall appoint a Nominating
Committee for potential directors that is composed solely of those members of
the Executive Committee who are outside directors. The Nominating Committee
shall consider the annual performance evaluations of each director rendered by
the Executive Committee for the purpose of determining whether a director should
be nominated for reelection the following year.
[This section was adopted effective January 21, 2003.]
15. Other Committees. There shall be such other committees as required
by law and there may be such other committees as the Board from time to time
deems advisable. The committees shall have such purposes, duties, powers, and
responsibilities as are determined by the Board from time to time. Each
committee shall establish its procedures and shall keep minutes of its meetings,
and such minutes shall be available for inspection by the Board, the regulatory
authorities, or such others as may be lawfully authorized.
[This section was put in its present form effective April 9, 2002.]
16. Action by Simultaneous Communication. Unless otherwise provided in
the Articles of Incorporation, the Board of Directors may permit any or all
directors to participate in a regular or special meeting by, or conduct the
meeting through the use of, any means of communication by which all directors
participating may simultaneously hear each other during the meeting. A director
participating in a meeting by this means is deemed to be present in person at
the meeting.
[This section was put in its present form effective April 9, 2002.]
ARTICLE IV
OFFICERS
1. Number. The officers of the corporation shall be a Chairman of the
Board, a President, a Secretary and a Treasurer, each of whom shall be elected
by the Board of Directors. The Board of Directors may elect a Vice Chairman of
the Board or a Vice President when and as it deems necessary. Such other
officers and assistant officers as may be deemed necessary may be elected or
appointed by the Board of Directors from time to time. Any two or more offices
may be held by the same person, except the offices of President and Secretary.
2. Election and Terms of Office. The officers of the corporation shall
be elected annually by the Board of Directors at its first meeting held each
year after the annual meeting of stockholders. If the election of officers shall
not be held at such meeting, the election may be held as soon thereafter as may
be convenient. Each officer shall hold office until his successor has been
elected and qualified or until his death, resignation, or removal from office in
the manner hereinafter provided. If so authorized by the Board of Directors, an
officer may appoint one or more officers or assistant officers.
[This section was put in its present form effective April 9, 2002.]
3. Removal. Any officer or agent elected and appointed by the Board of
Directors may be removed by the Board of Directors at any time, with or without
cause, but such removal shall be without prejudice to the contract rights, if
any, of the person so removed. Any officer or assistant officer appointed by
another officer may be removed by the Board of Directors or by the officer
appointing such officer.
[This section was put in its present form effective April 9, 2002.]
4. Vacancies. A vacancy in any office because of death, resignation,
removal, disqualification or otherwise may be filled by the Board of Directors,
or by the officer who appointed such officer, for the unexpired portion of the
term.
[This section was put in its present form effective April 9, 2002.]
5. Chairman of the Board. The Board shall appoint one of its members to
be Chairman of the Board, who may serve as the Chief Executive Officer of the
corporation. Such person shall also preside at all meetings of the Board and all
meetings of the stockholders and supervise the carrying out of the policies
adopted or approved by the Board; shall have general executive powers, as well
as the specific powers conferred by these Bylaws, and may sign or countersign
all certificates, contracts and other instruments of the corporation as
authorized by the Board of Directors; and shall also have and may exercise such
further powers and duties as from time to time may be conferred upon or assigned
by the Board of Directors.
[This section was put in its present form effective April 9, 2002.]
6. Vice Chairman of the Board. The Board may appoint one or more of its
members to be Vice Chairman of the Board. In the absence of the Chairman, the
Vice Chairman shall preside at any meeting of the Board. The Vice Chairman shall
have general executive powers, and shall have and may exercise any and all other
powers and duties as from time to time may be conferred, or assigned, by the
Board of Directors.
7. President. The President, who may serve as the Chief Executive
Officer of the corporation shall have general supervision of the affairs of the
corporation, shall sign or countersign all certificates, contracts and other
instruments of the corporation as authorized by the Board of Directors, shall
make reports to the Board of Directors and stockholders, and shall perform all
such other duties as are incident to his office or required of him by the Board
of Directors. In the absence of the Chairman and Vice Chairman of the Board, the
President shall preside at any meeting of the Board.
[This section was put in its present form effective April 9, 2002.]
8. Vice President. The Board may appoint one or more Vice-Presidents of
the corporation. In the absence of the President or in the event of his death,
inability or refusal to act, a Vice President so designated by the Board shall
perform the duties of the President and when so acting shall have all the powers
of and be subject to all the restrictions upon the President. The Vice President
or any additional or assistant Vice President shall perform such other duties as
may be from time to time assigned by the President or by the Board of Directors.
9. Secretary. The Secretary shall keep the Minutes of the meetings of
stockholders and of the Board of Directors and, upon request, of any committees
of the Board of Directors, in one or more books provided for that purpose. He
shall issue notices of all meetings, except notice of special meetings of
directors called at the request of a majority of directors as provided in
Section 5 of Article III of these Bylaws, which notice may be issued by such
directors. He shall have charge of the seal and the corporate record books and
shall make such reports and perform such other duties as are incident to his
office, or which may be required of him by the Board of Directors.
10. Treasurer. The Treasurer shall have the custody of all funds and
securities of the corporation and shall keep regular books of account. He shall
receive and disburse all funds of the corporation and shall render to the Board
of Directors from time to time as may be required of him an account of all his
transactions as Treasurer and of the financial condition of the corporation. He
shall perform all duties incident to his office or which may be required of him
by the Board of Directors.
11. Salaries. The salaries of the officers shall be fixed from time to
time by the Board of Directors. No officer shall be prevented from receiving
such salary by reason of the fact that he is also a director of the corporation.
12. Delegation of Duties. In case of the death, absence, refusal, or
inability to act of any officer of the corporation, the Board of Directors may
from time to time delegate the powers or duties of such officer to any other
officer, or to any director or other person.
13. Bonds. The Board of Directors may by resolution require any or all
of the officers to give bonds to the corporation, with sufficient surety,
conditioned on the faithful performance of the respective duties of the office
and to comply with such other conditions as may be required by the Board of
Directors.
14. Resignation. An officer may resign at any time by delivering notice
to the Corporation. A resignation is effective when notice is given unless the
notice specifies a later effective date.
15. Contractual Arrangements. Any contractual arrangement concerning
compensation and/or employee benefits between the corporation and any officer
must be approved by a majority of the full Board of Directors.
16. Executive Officers. The Chairman, Vice-Chairman (if any),
President, any Vice President and Secretary shall be Executive Officers of the
corporation. One or more of these officers may also be designated as Chief
Executive Officer, Chief Financial Officer, Chief Operating Officer, or other
officer by the Board of Directors. Other officers may be designated by the Board
from time to time as Executive Officers, in accordance with the provisions of
Paragraph (a) of Section 215.2 - "DEFINITIONS" of Regulation "O" (12 C.F.R. 215)
of the Board of Governors of the Federal Reserve System.
ARTICLE V
CERTIFICATES FOR SHARES AND THEIR TRANSFER
1. Issuance of Shares. Subject to the Articles of Incorporation and all
requirements of law, the corporation may, from time to time, issue its shares of
stock for such consideration as may be fixed by the Board of Directors and
determined to be adequate. In the absence of actual fraud in the transaction,
the judgment of the Board of Directors as to the value of such consideration
shall be conclusive. Any and all shares so issued for which the consideration so
fixed shall have been received shall be deemed validly issued, fully paid and
nonassessable.
[This section was put in its present form effective April 9, 2002.]
2. Form of Certificate. Certificates representing shares of the
corporation shall be in such form as may be determined by the Board of
Directors. Such certificates shall be signed by the President and by the
Secretary or by such other officers authorized by the Board of Directors, with
the seal of the corporation affixed thereto. Signatures and the corporate seal
may be facsimiles, but a facsimile signature may be used only if the certificate
is countersigned by a transfer agent, or registered by a registrar, other than
the corporation itself or an employee of the corporation. The Board of Directors
may adopt or use procedures for replacing lost, stolen or destroyed stock
certificates as permitted by law.
3. Registration. Registered stockholders only shall be entitled to be
treated by the corporation as the holders in fact of the stock standing in their
respective names, and the corporation shall not be bound to recognize any
equitable or other claim to or interest in the share on the part of any other
person, whether or not it shall have express or other notice thereof, except as
expressly provided by the laws of Mississippi.
4. Closing of Transfer Books. For the purpose of determining
stockholders entitled to notice of or to vote at any meeting of stockholders or
any adjournment thereof, or entitled to receive payment of any dividend, or in
order to make a determination of stockholders for any other proper purpose, the
Board of Directors may provide that the stock transfer books shall be closed for
a stated period, but not to exceed fifty (50) days. If the stock transfer books
shall be closed for the purpose of determining stockholders entitled to notice
of or to vote at a meeting of stockholders, such books shall be closed for at
least ten (10) days immediately preceding such meeting.
5. Fixing Record Date. In lieu of closing the stock transfer books as
described in Paragraph 3 herein, the Board of Directors may fix in advance a
date as the record date for determining the stockholders entitled to notice of a
stockholder meeting, to demand a special meeting, to vote or take any other
action; provided, however, that in no event shall the record date fixed by the
Board of Directors be more than fifty (50) days or less than ten (10) days
before the meeting or action requiring a determination of stockholders, or a
date preceding the date upon which the resolution fixing the record date is
adopted.
6. Transfers of Stock. All transfers of stock of the corporation shall
be made upon the books of the corporation by the holder of such shares in
person, or by his legal representative, executor or administrator, only upon
surrender of the certificate or certificates of stock for cancellation, properly
endorsed.
ARTICLE VI
FINANCE
1. Fiscal Year. The fiscal year of the corporation shall begin on the
1st day of January and end on the 31st day of December of each year, unless
otherwise provided by the Board of Directors.
2. Indemnity. Any person, his heirs, executors, or administrators, may
be indemnified or reimbursed by the corporation for reasonable expenses actually
incurred in connection with any action, suit, or proceeding, civil or criminal,
to which he or they shall be made a party or potential party by reason of his
being or having been a director, an honorary or advisory director, officer, or
employee of the corporation or of any firm, corporation or organization which he
served in any such capacity at the request of the corporation; provided,
however, that no person shall be so indemnified or reimbursed in relation to any
matter in such action, suit, or proceeding as to which he shall finally be
adjudged to have been guilty of or liable for negligence or willful misconduct
in the performance of his duties to the corporation; and provided further, that
no person shall be so indemnified or reimbursed in relation to any
administrative proceeding or action instituted by an appropriate bank regulatory
agency which proceeding or action results in a final order assessing civil money
penalties or requiring affirmative action by an individual or individuals in the
form of payments to the corporation. The foregoing right of indemnification or
reimbursement shall not be exclusive of other rights to which such person, his
heirs, executors, or administrators, may be entitled as a matter of law. The
corporation may, upon affirmative vote of a majority of its board of directors,
purchase insurance to indemnify its directors, honorary or advisory directors,
officers and employees. Such insurance may, but need not, be for the benefit of
all directors, honorary or advisory directors, officers or employees.
3. Dividends. The Board of Directors may from time to time declare and
the corporation may pay dividends on its outstanding shares in the manner and
upon the terms and conditions as provided by law.
4. Affiliated Corporations. If the corporation should become affiliated
with any bank or other business regulated by special provisions of law, the
directors and officers shall, to the extent required by law, permit the
examination of the corporation's records, disclose fully the relations between
the corporation and such bank or other business and furnish reports and
information.
ARTICLE VII
INSPECTION OF BOOKS; RECORDS
1. Right of Inspection. Any stockholder of the corporation, upon five
(5) business days written demand, is entitled to inspect and copy, in person or
by agent or attorney, during regular business hours at the corporation's
principal office any of the records described in Miss. Code Ann. Section
79-4-16.01(e). Any stockholder meeting the requirements of Miss. Code Ann.
Section 79-4-16.02(c), upon five (5) business days written demand, is entitled
to inspect and copy, during regular business hours at a reasonable location
specified by the corporation, the records specified in Miss. Code Ann. Section
79-4-16.02(b). Stockholders shall have no right to inspect any of the
aforementioned corporate books, records and documents except as provided above.
The corporation may impose a reasonable charge, covering the cost of labor and
materials, for copies of any documents provided to a stockholder.
[This section was put in its present form effective April 9, 2002.]
2. Maintenance of Records. The corporation shall maintain the records
required by Miss. Code Ann. Section 79-4-16.01 and shall provide its
stockholders with the reports required by Miss. Code Ann. Sections 79-4-16.20
and 79-4-16.21.
[This section was put in its present form effective April 9, 2002.]
ARTICLE VIII
WAIVER
Unless otherwise provided by law, whenever any notice is required to be
given to any stockholder or director of the corporation, 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 deemed equivalent to the giving of
such notice.
ARTICLE IX
AMENDMENTS
These Bylaws may be altered, amended or repealed or new Bylaws adopted
by the Board of Directors.