Exhibit 3-d
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 shareholder 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 shareholders,
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 shareholder: (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 shareholder; and
(e) the number of shares of capital stock of the corporation owned by the
notifying shareholder. 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. The management of all the affairs, of the corporation
shall be vested in the Board of Directors.
2. Number, Tenure and Qualifications. The number of directors of the
corporation shall be not less than five (5) nor more than twenty-six (26)
members, 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. Each
director shall hold office for one (1) year and until his successor shall have
been elected and qualified. Each director shall own in his own right common or
preferred shares of Trustmark National Bank or 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
Trustmark National Bank or the corporation may be used. [The first sentence of
this section was put in its present form effective May 13, 1997.]
3. Vacancies. All vacancies in the Board of Directors, whether caused by
resignation, death, increase in the number of directors or otherwise, shall be
filled through appointment by a majority of the remaining Directors then in
office at an annual or special meeting called for that purpose. A director thus
elected to fill any vacancy shall hold office until the next annual meeting of
stockholders and until his successor is elected and qualifies.
4. Regular Meetings. Regular meetings of the Board of Directors, when
required, shall be held on the second Tuesday of each month. 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.
5. Special Meetings. Special meetings may be called at any time by the
President, the Chairman of the Board of Directors 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 letter, telegram, facsimile, or personally.
6. 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.
7. 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.
8. 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.
9. 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.
10. 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.
11. Honorary or Advisory Directors. Honorary or advisory members of the
Board of Directors, without voting power or power of final decision in matters
concerning the business of the corporation, may be appointed by resolution of a
majority of the full Board of Directors at any annual or special meeting.
Honorary or advisory directors shall not be counted to determine the number of
directors of the corporation or the presence of a quorum in connection with any
board action, and shall not be required to own qualifying shares.
12. Executive Committee. The Board may appoint an Executive Committee of
not less than four (4) nor more than five (5) outside Directors. The Chairman
and such other officers or persons as may be designated by the Board, shall
serve as members of the committee. One or more honorary or advisory directors
appointed by the Chairman may serve as ex officio 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 in the transaction of
its business. The committee 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 lawfully be authorized.
13. Audit Committee. The Board may appoint an Audit 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. If appointed the
duties of the Audit 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 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 Committee 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 lawfully be authorized.
14. Other Committees. There may be such other committees as the Board from
time to time deems advisable. The committees shall have purposes, duties, powers
and responsibilities as determined by the Board. 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 lawfully be authorized.
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.
3. Removal. Any officer or agent elected or appointed by the Board of
Directors may be removed at any time, with or without cause, whenever in its
judgment the best interests of the corporation will be served thereby, but such
removal shall be without prejudice to the contract rights, if any, of the person
so removed.
4. Vacancies. A vacancy in any office because of death, resignation,
removal, disqualification or otherwise may be filled by the Board of Directors
for the unexpired portion of the term.
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 shareholders 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 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.
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 and Chief Executive Officer. The President and Chief Executive
Officer 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 and Chief
Executive Officer shall preside at any meeting of the Board. [This section was
put in its present form effective May 13, 1997.]
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. 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.
2. 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.
3. 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.
4. 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 shareholders entitled to notice of a
shareholder 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 shareholders, or a
date preceding the date upon which the resolution fixing the record date is
adopted.
4. 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
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 VIII
AMENDMENTS
These Bylaws may be altered, amended or repealed or new Bylaws adopted by
the Board of Directors.