EXHIBIT 3.2
Amended By-Laws of Cullen/Frost Bankers, Inc.
BYLAWS
OF
CULLEN/FROST BANKERS, INC.
ARTICLE I - OFFICES
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SECTION 1.1 - REGISTERED OFFICE: The registered office of the corporation
shall be at 100 W. Houston Street, San Antonio, Texas.
SECTION 1.2 - EXECUTIVE OFFICES: The executive offices of the corporation
shall be at 100 W. Houston Street, San Antonio, Texas.
SECTION 1.3 - OTHER OFFICES: The corporation may also have offices at such
other places as the Board of Directors may from time to time determine or
the business of the corporation may require.
ARTICLE II - STOCKHOLDERS
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SECTION 2.1 - ANNUAL MEETING: The annual meeting of the stockholders for
the purpose of electing Directors shall be on the third Tuesday in May each
year if not a legal holiday, and, if a legal holiday, then on such other
date as shall be fixed by the Board of Directors. Any business may be
transacted at an annual meeting, except as otherwise provided by law or by
the Bylaws.
SECTION 2.2 - SPECIAL MEETING: A special meeting of the stockholders may
be called at any time by the holders of at least ten percent (10%) of the
outstanding stock entitled to be voted at such meeting or by the Board of
Directors or by the Chairman of the Board or by the President. Only such
business shall be transacted at a special meeting as may be stated or
indicated in the notice of such meeting.
SECTION 2.3 - PLACE: The annual meeting and any special meeting of the
stockholders shall be held at 100 W. Houston Street, San Antonio, Texas,
unless another place is designated by the Board of Directors.
SECTION 2.4 - NOTICE: Written or printed notice stating the place, day and
hour of each meeting of stockholders and, in case of a special meeting, the
purpose or purposes for which the meeting is called, shall be delivered not
less than ten (10) nor more than sixty (60) days before the date of the
meeting, either personally or by mail, to each stockholder of record
entitled to vote at such meeting.
SECTION 2.5 - QUORUM: The holders of a majority of the shares 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 stockholders for the transaction of business except as otherwise
provided by statute, by the articles of incorporation or by these bylaws.
If, however, such quorum shall not be present or represented at any meeting
of the stockholders, the stockholders 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 announcement at the meeting, until a quorum
shall be present or represented. At such adjourned meeting at which a
quorum shall be present or represented any business may be transacted which
might have been transacted at the meeting as originally notified. When a
quorum is present at any meeting, the vote of the holders of a majority of
the shares having voting power present in person or represented by proxy
shall decide any question brought before such meeting, unless the question
is one upon which by express provision of the statutes or of the articles
of incorporation or of these bylaws, a different vote is required in which
case such express provision shall govern and control the decision of such
question. The stockholders present at a duly organized meeting may
continue to transact business until adjournment, notwithstanding the
withdrawal of enough stockholders to leave less than a quorum.
SECTION 2.6 - PROXIES: At all meetings of stockholders, a stockholder may
vote either in person or by proxy executed in writing by the stockholder or
by his duly authorized attorney-in-fact. Such proxies shall be filed with
the Secretary of the corporation before or at the time of the meeting. No
proxy shall be valid after eleven (11) months from the date of its
execution unless otherwise provided in the proxy. Each proxy shall be
revocable unless expressly provided therein to be irrevocable, and unless
otherwise made irrevocable by law.
SECTION 2.7 - VOTES PER SHARE AND CUMULATIVE VOTING: Each outstanding
share, regardless of class, shall be entitled to one vote on each matter
submitted to a vote at a meeting of stockholders, except to the extent that
the voting rights of the shares of any class or classes are limited or
denied by the articles of incorporation, or as otherwise provided by the
Texas Business Corporation Act. At each election of 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. It is expressly prohibited for any stockholder to
cumulate his votes in any election of Directors for any other purpose.
SECTION 2.8 - PRESIDING OFFICERS: The Chairman of the Board shall preside
at and the Secretary shall keep the records of each meeting of
stockholders, and in the absence of the Chairman, his duties shall be
performed by the President. In the absence of the Secretary, his duties
shall be performed by the Assistant Secretary.
SECTION 2.9 - LIST OF STOCKHOLDERS: A complete list of stockholders
entitled to vote at each stockholders' meeting, arranged in alphabetical
order, with the address of and number of shares held by each, shall be
prepared by the Secretary and filed at the registered office and the
executive offices of the corporation and subject to inspection by any
stockholder during usual business hours for a period of ten (10) days prior
to such meeting. Such list shall be produced and subject to inspection by
any stockholder during such meeting.
ARTICLE III - BOARD OF DIRECTORS
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SECTION 3.1 - POWERS: The business and property of the corporation shall
be managed by the Board of Directors, and subject to the restrictions
imposed by law, by the articles of incorporation, or by these bylaws, they
may exercise all the powers of the corporation.
SECTION 3.2 - NUMBER: The Board of Directors shall consist of not less
than five nor more than twenty Directors, as so determined from time to
time by resolution of the Board of Directors. Within the above limits, the
number of directors may be increased or decreased (provided such decrease
does not shorten the term of any incumbent director) from time to time by
resolution of the Board of Directors.
SECTION 3.3 - TERM: Each Director shall hold office for the term for which
he is elected and until his successor shall have been elected and
qualified. Directors need not be stockholders nor residents of Texas. Any
Director may be removed either for or without cause, at any special meeting
of stockholders by the affirmative vote of a majority in number of shares
of the stockholders present in person or by proxy at such meeting and
entitled to vote for the election of such Director, if notice of the
intention to act upon such matter shall have been given in the notice
calling such meeting.
SECTION 3.4 - VACANCY: Any vacancy occurring in the Board of Directors may
be filled by the affirmative vote of a majority of the remaining Directors
though less than a quorum of the Board of Directors. A Director elected to
fill a vacancy shall be elected for the unexpired term of his predecessor
in office. In case of any increase in the number of Directors, the
additional Directors shall be elected at an annual meeting or at a special
meeting of stockholders called for that purpose.
SECTION 3.5 - MEETING OF DIRECTORS: The Directors may hold their meetings
and may have an office and keep the books of the corporation, except as
otherwise provided by statute, in such place or places, as the Board of
Directors may from time to time determine.
SECTION 3.6 - ORGANIZATIONAL MEETING: Other than the first meeting of the
initial Board of Directors, each newly elected Board of Directors may hold
its first meeting for the purpose of organization and the transaction of
business, if a quorum is present, immediately after and at the same place
as the annual meeting of the stockholders, and no notice of such meeting
shall be necessary.
SECTION 3.7 - ELECTION OF OFFICERS: At the first meeting of the Board of
Directors in each year at which a quorum shall be present, held next after
the annual meeting of stockholders, the Board of Directors shall proceed to
the election of the officers of the corporation.
SECTION 3.8 - REGULAR MEETINGS: Regular meetings of the Board of Directors
shall be held at such times and places as shall be designated, from time to
time by resolution of the Board of Directors. Notice of such regular
meetings shall not be required.
SECTION 3.9 - SPECIAL MEETINGS: Special meetings of the Board of Directors
may be called by the Chairman of the Board or the President on three days'
notice to each Director, either personally or by mail, or by telegram or
such special meetings may be called by the President or Secretary in like
manner and on like notice on the written request of two Directors. Neither
the business to be transacted at, nor the purpose of, any special meeting
need be specified in a notice or waiver of notice except where expressly
provided by statute, the articles of incorporation or by these bylaws.
SECTION 3.10 - NOTICE: The Secretary shall give notice of each special
meeting in person, or by mail, telegraph, or facsimile at least three (3)
days before the meeting to each Director. The attendance of a Director at
any meeting shall constitute a waiver of notice of such meeting, except
where a Director attends a meeting for the express purpose of objecting to
the transaction of any business on the grounds that the meeting is not
lawfully called or convened. Neither the business to be transacted at, nor
the purpose of, any regular or special meeting of the Board of Directors
need be specified in the notice or waiver of notice of such meeting.
SECTION 3.11 - FULL DIRECTORS' MEETINGS: At any meeting at which every
Director shall be present, even though without any notice, any business may
be transacted.
SECTION 3.12 - QUORUM: A majority of the Directors fixed in the manner
provided in these bylaws shall constitute a quorum for the transaction of
business, but if at any meeting of the Board of Directors there be less
than a quorum present, a majority of those present or any Director solely
present may adjourn the meeting from time to time without further notice.
The act of a majority of the Directors present at a meeting at which a
quorum is in attendance shall be the act of the Board of Directors, unless
the act of a greater number is required by the articles of incorporation or
by these bylaws.
SECTION 3.13 - ORDER OF BUSINESS: At meetings of the Board of Directors,
business shall be transacted in such order as from time to time the Board
may determine.
SECTION 3.14 - COMPENSATION: Directors as such shall not receive any
stated salary for their service, but by resolution of the Board a fixed sum
and expense of attendance, if any, may be allowed for attendance at such
regular or special meetings of the Board; provided that nothing contained
herein shall be construed to preclude any Director from serving the
corporation in any other capacity or receiving compensation therefor.
SECTION 3.15 - PRESUMPTION OF ASSENT: A Director of the corporation who is
present at a meeting of the Board of Directors at which action on any
corporate matter is taken shall be presumed to have assented to the action
unless his dissent shall be entered in the minutes of the meeting or unless
he shall file his written dissent to such action with the person acting as
Secretary of the meeting before the adjournment thereof or shall forward
such dissent by registered mail to the Secretary of the corporation
immediately after the adjournment of the meeting. Such right to dissent
shall not apply to a Director who voted in favor of such action.
SECTION 3.16 - EXECUTIVE COMMITTEE AND OTHER COMMITTEES: The Board of
Directors by resolution adopted by a majority of the full Board of
Directors, may designate from among its members an Executive Committee and
one or more other committees, each of which, to the extent provided in such
resolution, shall have and may exercise all of the authority of the Board
of Directors except that no committee shall have the authority of the Board
of Directors in those matters specifically prohibited by Art. 2.36 of the
Texas Business Corporation Act. The designation of any such committee and
the delegation thereto of authority shall not operate to relieve the Board
of Directors, or any member thereof, of any responsibility imposed by law.
Each committee shall keep regular minutes of its meetings and report the
same to the Board of Directors at the Board's next meeting.
ARTICLE IV - OFFICERS
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SECTION 4.1 - NUMBER, TITLE AND TERM OF OFFICE: The officers of the
corporation shall be the Chairman of the Board, a President, a Vice-
Chairman of the Board, one or more Vice-Presidents, a Secretary, a
Treasurer, and such other officers as the Board of Directors may from time
to time elect or appoint. Each officer shall hold office until his
successor shall have been duly elected and qualified or until his death or
until he shall resign or shall have been removed in the manner hereinafter
provided. One person may hold more than one office, except that the
President shall not hold the office of Secretary. None of the officers
need be a Director, except the Chairman of the Board, the President, and
the Vice-Chairman of the Board, who must be Directors.
SECTION 4.2 - REMOVAL: Any officer, or member of any committee, or agent,
elected or appointed by the Board of Directors may be removed by the Board
of Directors 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. Election or appointment
of an officer or agent shall not of itself create contract rights.
SECTION 4.3 - VACANCIES: A vacancy in the office of any officer may be
filled by vote of a majority of the Directors for the unexpired portion of
the term.
SECTION 4.4 - THE CHAIRMAN OF THE BOARD - POWERS AND DUTIES: The Chairman
of the Board shall preside at all meetings of the stockholders and the
Board of Directors at which he shall be present. He shall perform all of
the duties incident to the office of Chairman of the Board of Directors of
a corporation and such other duties as from time to time, may be assigned
to him by the Board of Directors. The Chairman of the Board shall be the
chief executive officer of the corporation and shall have all powers and
authority of the President.
SECTION 4.5 - PRESIDENT - POWERS AND DUTIES: The President shall have
general executive charge, management and control of the properties and
operations of the corporation in the ordinary course of its business with
all such powers with respect to such properties and operations as may be
reasonably incident to such responsibilities.
SECTION 4.6 - VICE-CHAIRMAN OF THE BOARD - POWERS AND DUTIES: The Vice-
Chairman of the Board shall exercise such powers and perform such duties
as, from time to time, may be assigned to him by the Board of Directors.
SECTION 4.7 - VICE-PRESIDENTS - POWERS AND DUTIES: Each Vice-President
shall have such powers and duties as may be assigned to him by the Board of
Directors and shall exercise the powers of the President during that
officer's absence or inability to act. Any action taken by a Vice-
President in the performance of the duties of the President shall be
conclusive evidence of the absence or inability to act of the President at
the time such action was taken.
SECTION 4.8 - TREASURER - POWERS AND DUTIES: The Treasurer shall have
custody of all the funds and securities of the corporation which come into
his hands. He shall perform all acts incident to the position of Treasurer
subject to the control of the Board of Directors, and give such bond for
the faithful discharge of his duties in such form as the Board of Directors
may require.
SECTION 4.9 - ASSISTANT TREASURER - POWERS AND DUTIES: Each Assistant
Treasurer shall have the usual powers and duties pertaining to his office,
together with such other powers and duties as may be assigned to him by the
Board of Directors. The Assistant Treasurer shall exercise the powers of
the Treasurer during that officer's absence or inability to act.
SECTION 4.10 - SECRETARY - POWERS AND DUTIES: The Secretary shall keep the
minutes of all meetings of the Board of Directors and the minutes of all
meetings of the stockholders, in books provided for that purpose. He shall
have charge of the certificate books, transfer books and stock ledgers, and
such other books and papers as the Board of Directors may direct, all of
which shall at all reasonable times be open to the inspection of any
Director upon application at the executive offices of the corporation
during business hours, and he shall in general perform all duties incident
to the office of Secretary, subject to the control of the Board of
Directors.
SECTION 4.11 - ASSISTANT SECRETARY - POWERS AND DUTIES: Each Assistant
Secretary shall have the usual powers and duties pertaining to his office,
together with such other powers and duties as may be assigned to him by the
Board of Directors or the Secretary. The Assistant Secretary shall
exercise the powers of the Secretary during that officer's absence or
inability to act.
ARTICLE V - INDEMNIFICATION OF DIRECTORS AND OFFICERS
SECTION 5.1 - IN GENERAL: The corporation shall, to the fullest extent to
which it is empowered to do so by the Texas Business Corporation Act and
any other applicable laws as may from time to time be in effect, indemnify
any person who was, is or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative, by reason of the fact that he or
she is or was a director or officer of the corporation, or is or was
serving at the request of the corporation as a director, officer, partner,
venturer, proprietory, trustee, employee, agent or similar functionary of
another foreign or domestic corporation, partnership, joint venture, trust
or other enterprise, against all expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suit or proceeding. The
corporation's obligations under this section include, but are not limited
to, the convening of any meeting, and the consideration of any matter
thereby, required by statute in order to determine the eligibility of an
officer or director for indemnification. Reasonable expenses incurred in
defending a civil or criminal action, suit or proceeding shall be paid by
the corporation in advance of the final disposition of such action, suit or
proceeding upon receipt of (i) a written affirmation by the director,
officer, employee or agent who may be entitled to such indemnification of
his or her good faith belief that he or she has met the standard of conduct
necessary for indemnification under the applicable statute, and (ii) a
written undertaking by or behalf of the director, officer, employee or
agent who may be entitled to such indemnification, to repay such amount if
it shall ultimately be determined that he or she is not entitled to be
indemnified by the corporation. The corporation's obligation to indemnify
and to prepay expenses under this Section 5.1 shall arise, and all rights
granted to directors, officers, employees or agents hereunder shall vest,
at the time of the occurrence of the transaction or event to which such
action, suit or proceeding relates, or at the time that the action or
conduct to which such action, suit or proceeding relates was first taken or
engaged (or omitted to be taken or engaged in), regardless of when such
action, suit or proceeding is first threatened, commenced or completed.
Notwithstanding any other provision of these bylaws or the Articles of
Incorporation of the corporation, no action taken by the corporation,
either by amendment of the bylaws or the Articles of Incorporation of the
corporation or otherwise, shall diminish or adversely affect any rights to
indemnification or prepayment of expenses granted under this Section 5.1
which shall have become vested as aforesaid prior to the date that such
amendment or other corporate action is taken. Further, if any provision of
this Section 5.1 shall be held to be invalid or unenforceable, the validity
and enforceability of the remaining provisions shall not in any way be
affected or impaired.
ARTICLE VI - CAPITAL STOCK
SECTION 6.1 - CERTIFICATES OF SHARES: The certificates for shares of the
capital stock of the corporation shall be in such form as shall be approved
by the Board of Directors. The certificates shall be signed by the
Chairman of the Board and the President or a Vice-President, and also by
the Secretary or an Assistant Secretary or by the Treasurer or an Assistant
Treasurer and may be sealed with the seal of this corporation or a
facsimile thereof. They shall be consecutively numbered and shall be
entered in the books of the corporation as they are issued and shall
exhibit the holder's name and the number of shares.
SECTION 6.2 - TRANSFER OF SHARES: The shares of stock of the corporation
shall be transferable only on the books of the corporation by the holders
thereof in person or by their duly authorized attorneys or legal
representatives, upon surrender and cancellation of certificates for a like
number of shares.
SECTION 6.3 - REGULATIONS: The Board of Directors shall have power and
authority to make all such rules and regulations as they may deem expedient
concerning the issue, transfer and registration or the replacement of
certificates for shares of the capital stock of the corporation.
ARTICLE VII - MISCELLANEOUS PROVISIONS
SECTION 7.1 - FISCAL YEAR: The fiscal year of the corporation shall be
such as the Board of Directors shall by resolution, establish.
SECTION 7.2 - SEAL: The seal of the corporation shall be such as from time
to time may be approved by the Board of Directors.
SECTION 7.3 - NOTICE AND WAIVER OF NOTICE: Whenever any notice whatsoever
is required to be given under the provisions of these bylaws, said notice
shall be deemed to be sufficient if given by depositing the same in a post
office box in a sealed postpaid wrapper addressed to the person entitled
thereto at his post office address, as it appears on the books of the
corporation, and such notice shall be deemed to have been given on the day
of such mailing. A waiver of notice, signed by the person or persons
entitled to said notice, whether before or after the time stated therein,
shall be deemed equivalent to the giving of such notice.
SECTION 7.4 - RESIGNATIONS: Any Director or officer may resign at any
time. Such resignations shall be made in writing and shall take effect at
the time specified therein, or, if no time be specified, at the time of its
receipt by the President or Secretary. The acceptance of a resignation
shall not be necessary to make it effective, unless expressly so provided
in the resignation.
SECTION 7.5 - SECURITIES OF OTHER CORPORATIONS: The President (or any Vice-
President) of the corporation shall have power and authority to transfer,
endorse for transfer, vote, consent and take any other action with respect
to any securities of another issuer which may be held or owned by the
corporation and to make, execute and deliver any waiver, proxy or consent
with respect to any such securities.
SECTION 7.6 - DIVIDENDS: Dividends upon the outstanding shares of the
corporation, subject to the provision of the articles of incorporation, if
any, may be declared by the Board of Directors at any regular or special
meeting. Dividends may be paid in cash, property, or in shares of the
corporation, subject to the provisions of the Texas Business Corporation
Act, and the articles of incorporation.
SECTION 7.7 - CONTRACTS: The Board of Directors may authorize any officer
or officers, agent or agents, to enter into any contract or execute and
deliver any instrument in the name of and on behalf of the corporation, and
such authority may be general or confined to specific instances.
SECTION 7.8 - LOANS: No loans shall be contracted on behalf of the
corporation and no evidences of indebtedness shall be issued in its name
unless authorized by a resolution of the Board of Directors. Such
authority may be general or confined to specific instances.
SECTION 7.9 - BYLAWS: These bylaws may be altered, amended, or repealed
and new bylaws may be adopted by the Board of Directors, subject to repeal
or change by action of the stockholders.
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