Exhibit 3.1
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BYLAWS OF WESBANCO, INC.
(As Amended and Restated August 22, 2002)
AMENDMENTS
BYLAWS
OF
WESBANCO, INC.
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ARTICLE I
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Offices
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Section 1. The principal office of
the corporation shall be in the City of
Wheeling, Ohio County, West Virginia,
and other offices may be established by
the Board of Directors at such place or
places as the Board, from time to time,
may deem proper.
ARTICLE II
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Stockholders Meetings
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Section 1. All meetings of the
stockholders shall be held at the
principal office of the corporation, in
the City of Wheeling, West Virginia, or
at such other place or places, either
within or without the State of West
Virginia, as the stockholders or the
Board of Directors, by resolution duly
adopted, may designate.
Section 2. Regular meetings of the stockholders
December 19, 1991 shall be held annually on the third
Wednesday of April in each year, if not a legal
holiday, and if a legal holiday, then
June 15, 1995 on the next secular day following, at 4:00 p.m.
Section 3. Special meetings of the
stockholders may be called by the Board
of Directors, the President, or any
number of stockholders owning in the
aggregate at least one-tenth of the
number of shares outstanding.
Section 4. Notice of every meeting
of the stockholders shall be given
either (1) by advertising the same once
a week for at least two weeks preceding
the date of such meeting, in a newspaper
published in the City of Wheeling, or
(2) by written notice mailed to each
stockholder, at his address appearing on
the stock records of the corporation, at
least five (5) days before such meeting.
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Section 5. The notice of special
meeting shall state the business to be
transacted, and no business other than
that included in the notice, or
incidental thereto, shall be transacted
at such meeting.
Section 6. The holders of a
majority of the stock issued and
outstanding and entitled to vote,
present in person or represented by
proxy appointed in writing, shall be
requisite and shall constitute a quorum
at all meetings of the stockholders.
Any number less than a quorum present
may adjourn any meeting from time to
time, without notice other than
announcement at the meeting, until the
requisite amount of voting stock shall
be present. At such adjourned meeting,
at which a quorum is present, any
business may be transacted which might
have been transacted at the meeting as
originally called.
Section 7. At each meeting of the
stockholders, two Inspectors, to be
appointed by the Board of Directors, or,
in the absence of such appointment, by
the Chairman of the meeting, shall
receive and count all proxies and
ballots, and shall determine, subject to
the direction of the Chairman, all
questions touching the qualification of
voters, the validity of proxies or the
acceptance of votes.
ARTICLE III
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Directors
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Section 1. The business and
property of the corporation shall be
managed, and its corporate powers
exercised, by its Board of Directors,
which shall consist of
April 20, 1994 not less than fifteen (15) nor more than
thirty-five (35)
members, as the Board, by resolution
duly adopted, shall determine. At each
January meeting, the Board of Directors
shall fix the number of members to be
elected at the annual meeting, and the
Board shall have the power to vary the
number so fixed, within the limits
aforesaid at any meeting. At each
January meeting, the Board of Directors
also shall appoint a person, who shall
be a stockholder of the corporation, to
preside as the Chairman at the next
regular meeting of the stockholders. In
the event that the person appointed, for
any reason, should not be able to
preside at the stockholders meeting, the
chief executive officer of the
corporation shall appoint another
stockholder to serve in the place and
stead of the person so selected by the
Board.
Section 2. The Board of Directors
shall be divided into three classes, as
nearly equal in number as the total
number of Directors to be elected will
permit. The members of such classes
shall serve staggered terms of three
years each, and at each annual
stockholders meeting the successors of
the members of the class of Directors
whose term expired at
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such meeting shall
be elected to serve during the ensuing
three years. Directors shall be elected
by ballot at the annual meeting of the
stockholders, or a special meeting to be
held as soon thereafter as
May 13, 1982 practicable, and shall hold office
until their successors are
elected and qualified. Any stockholder
who intends to nominate or to cause to
have nominated any candidate for
election to the Board of Directors
(other than any candidate proposed by
the Board of Directors) shall so notify
the Secretary of the corporation in
writing not less than thirty (30) days
prior to the date of any meeting of
stockholders called for the election of
directors, or five (5) days after the
giving of notice of such meeting in
accordance with Section 4 of Article II
hereof, whichever is later. Only
candidates nominated in accordance with
this Section, except those nominees
nominated by the Board, shall be
eligible for election to the Board of
Directors.
Section 3. Notwithstanding the
term for which any Director may have
been elected, the stockholders, at any
duly constituted meeting, may remove
such Director, for cause, and fill the
vacancy thus created. Any vacancy not
caused by such removal, whether
resulting from an increase in the number
of members of the Board or otherwise,
may be filled by the remaining members
of the Board. Any Director so chosen by
the Board shall hold office until the
first meeting of the stockholders
thereafter, or until his successor is
elected and qualified.
Section 4. Directors shall possess
such qualifications as may be prescribed
by any law, or rule or regulation
promulgated pursuant thereto, to which
the corporation is subject.
Section 5. In addition to the
powers by these Bylaws expressly
conferred upon it, the Board of
Directors may exercise all such powers
of the corporation and do all lawful
acts and things as are not by statute,
or by the Certificate of Incorporation
or by these Bylaws, directed or required
to be exercised or done by the
stockholders.
Section 6. All meetings of the
Board of Directors shall be held at the
principal office of the corporation, or
at such other place as the Board, from
time to time, by resolution, may
designate. Regular meetings may be held
without notice, not less often than
quarterly, at such time as, from time to
time, shall be determined by the Board.
Special meetings may be called by the
President, or any two (2) Directors.
Notice of any such special meeting may
be given personally, or by telephone, or
by mailing or delivering a notice to
each Director at his last known
residence or place of business, in each
case not less than twenty-four (24)
hours before the time of such meeting.
Such service of notice may be entered on
the Minutes, and such Minutes, upon
being read and approved at a subsequent
meeting of the Board, shall be
conclusive upon the question of service.
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Section 7. At all meetings of the
Board, a majority of the Directors shall
be necessary and sufficient to
constitute a quorum for the transaction
of business, and the act of a majority
of the Directors present at any meeting,
at which there is a quorum, shall be the
act of the Board of Directors, except as
may be otherwise provided by law or by
these Bylaws.
Section 8. Directors, as such,
shall not receive any stated
compensation for their services. By
resolution of the Board, however,
Directors who are not salaried officers
or otherwise employed by the corporation
may be allowed a fixed sum and expenses
of attendance, if any, for attendance at
each regular and special meeting of the
Board; provided, however, that nothing
herein contained shall be construed to
preclude any Director from serving the
corporation in any other capacity and
receiving compensation therefor.
Section 9. No person shall be
eligible for election to the Board of
Directors after such person has attained
the age of 70; provided, however, that
this section shall not
June 15, 1995 apply to any person who was a
member of the Board on
January 16, 1986, and who was not less
than 65 years of
December 20, 2001 age on that date and further
provided that this section shall
not apply to any former director of
American Bancorporation elected to the
Board of Directors until January 1,
2003. Present members of the Board
falling within the first of the
foregoing exceptions shall not be
eligible for reelection to the Board
after attaining the age of 75.
Section 10. A person who has
served as a member of the Board of
Directors, and whose membership on the
Board has terminated for any reason
other than removal by the stockholders,
may be elected an honorary or Emeritus
Director of the corporation. Honorary
Directors shall be elected by the Board
of Directors and shall serve until the
first meeting of the Board following the
next annual meeting of the stockholders.
Honorary Directors may not
April 19, 1990 serve more than five one year terms.
The privilege of serving as an
June 15, 1995 Honorary Director may be terminated by the
stockholders, or by the Board of
Directors, at any time. An Honorary
Director shall have the right to attend
meetings of the Board of Directors and
shall receive such attendance fee as the
Board of Directors, from time to time,
may determine. An Honorary Director
shall not have any voice or vote in the
deliberations or functions of the Board
of Directors, however, and except as
hereinbefore provided, shall not have or
enjoy any of the rights, powers or
privileges of the duly elected members
of the Board.
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ARTICLE IV
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Committees of Directors
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Section 1. The Board of Directors
shall elect an Executive Committee,
which shall be comprised of such number
of members of the Board as the Board,
from time to time, may designate. The
Executive Committee shall possess and
exercise all of the powers of the Board
of Directors, except when the Board is
in session. All acts done and powers
and authority conferred by the Executive
Committee, within the scope of its
authority, shall be the act and under
the authority of the Board of Directors
and may be certified as such. The
Committee shall have power to fill any
vacancy in its membership.
Section 2. The Chairman of the
Board of the Company or such other
officer or director of the Company as
may be designated by such Chairman of
the Board, shall
December 14, 1987 preside at all meetings
of the Executive Committee. A
majority of the members of the Executive
Committee shall constitute a quorum at
all meetings of the Committee; and where
necessary in order to provide a quorum
at any meeting of the Committee, the
presiding officer shall have the
authority to appoint other members of
the Board of Directors to serve as
members of the Executive Committee at
such meetings.
Section 3. Regular and special
meetings of the Executive Committee
shall be held at such times and places,
and upon such notice, as the Committee,
from time to time, may prescribe.
Section 4. The Board of Directors
by resolution duly adopted, may
designate and appoint such other
committees, and prescribe the powers and
duties thereof, as the Board may deem
advisable. By like resolution, the
Board may abolish any such committee, or
make such changes in its membership,
powers or duties, as the Board may
consider proper.
Section 5. All committees shall
keep minutes of their proceedings, and
report the same to the Board of
Directors at the next regular meeting of
the Board.
Section 6. Members of committees
shall receive such compensation as the
Board of Directors, from time to time,
may determine.
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ARTICLE V
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Officers
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Section 1. The Executive Officers
of the corporation shall be chosen and
employed by the Board of Directors, and
shall consist of a Chairman of the Board
June 15, 1995 and such Vice Chairmen of the Board
as the Board, from time to time, may determine,
all of whom shall be chosen from among the members
of the Board, a President, Executive Vice
Presidents and Vice Presidents
April 19, 1990 in number as the Board, from time to
time, may determine, a Secretary, and such
other officers as, from time to time, may be
designated and selected by the Board. Any two
of the above-named offices, except those of
President and
June 15, 1995 Secretary, may be held by the same
person, but no officer
shall execute, acknowledge or verify any
instrument in more than one capacity, if
such instrument is required by law or by
these bylaws to be executed,
acknowledged or verified by two or more
officers.
Section 2. The executive officers
shall serve at the pleasure of the Board
of Directors and their compensation
shall be determined by the Executive
Committee.
Section 3. The authority of the
executive officers shall be that usually
enjoyed, and their duties shall be those
usually performed, by their respective
offices, subject to the supervision and
direction of the Board of Directors and
the Executive Committee.
Section 4. The Board of Directors
shall require all officers and employees
of the corporation to be bonded, in such
amount, and with such surety or
sureties, as the Board may deem proper.
ARTICLE VI
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Indemnification of Directors and Officers
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Section 1. Each Director and
officer, whether or not then in office,
shall be indemnified by the corporation
against all costs and expenses
reasonably incurred by and imposed upon
him in connection with or resulting from
any action, suit or proceeding, to which
he may be made a party by reason of his
being or having been a director or
officer of the corporation, or of any
other company which he served at the
request of the corporation, except in
relation to matters as to which a
recovery shall be had against him by
reason of his having been finally
adjudged derelict in such action, suit
or proceeding, in that performance of
his duties as such Director or officer,
and the foregoing right of
indemnification shall not be exclusive
of other rights to which he may be
entitled as a matter of law.
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August 22, 2002 Section 2. Notwithstanding the provisions of
Section 1 of this Article VI, an
"institution-affiliated party" may not
receive a "prohibited indemnification
payment" which is defined as any payment
or agreement to make a payment by the
corporation to an institution-affiliated
party to pay or reimburse such person
for any liability or legal expenses in
any administrative proceeding brought by
the appropriate federal banking agency
that results in a final order or
settlement in which the institution-
affiliated party is assessed a civil
money penalty, is removed or prohibited
from banking, or is required to cease an
action or take any affirmative action,
including making restitution, with
respect to the corporation.
Section 3. The corporation may purchase
commercial insurance to cover certain
costs that the corporation incurs under
the indemnification provisions of
Section 1 of this Article VI. Costs
that may be covered include legal
expenses and restitution that an
individual may be ordered to make to the
corporation. Such insurance may not,
however, pay or reimburse an
institution-affiliated party for any
final judgment or civil money penalty
assessed against such individual.
Section 4. The corporation may make or
agree to make a reasonable indemnification
payment if all of the following
conditions are met: (i) the
corporation's board of directors
determines in writing that the
institution-affiliated party acted in
good faith and the best interests of the
corporation; (ii) the board of directors
determines that the payment will not
materially affect the corporation's
safety and soundness; (iii) the payment
does not fall within the definition of a
prohibited indemnification payment; and
(iv) the institution-affiliated party
agrees in writing to reimburse the
corporation, to the extent not covered
by permissible insurance, for payments
made in the event that the
administrative action results in a final
order or settlement in which the
institution-affiliated party is assessed
a civil money penalty, is removed or
prohibited from banking, or is required,
under a final order, to cease an action
or take any affirmative action.
ARTICLE VII
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Seal
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Section 1. The corporate seal of
the corporation shall consist of a
circle having around the inside of its
circumference the words "Wesbanco,
Inc.," and in the center the words and
figures "Incorporated 1968 W.Va.".
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1 The term "institution-affiliated party" includes any officer, director,
employee. and controlling stockholder, as well as others who perticipate
in the affairs of a finacial institution. The term is defined in the
law at 12 U.S.C. 1813(u).
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ARTICLE VIII
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Fiscal Year
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Section 1. The fiscal year of the
corporation shall be the calendar year.
ARTICLE IX
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Stock
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Section 1. The certificates of
stock of the corporation shall be in
such form as the Board of Directors,
from time to time, may prescribe. Each
certificate shall be numbered, shall
exhibit the holder's name and number of
shares, and shall be signed in such
manner as directed,
June 15, 1995 from time to time, by the Board of Directors.
Section 2. Transfers of shares of
stock shall be made only on the books of
the corporation, by the holder in person
or his attorney duly authorized by power
of attorney properly executed and filed
with the corporation, upon the surrender
of the certificate or certificates for
such shares.
Section 3. The Board of Directors
shall have power to close the stock
transfer books of the corporation for a
period not exceeding forty (40) days
preceding the date of any meeting of
stockholders, or the date for payment of
any dividend, or the date for the
allotment of any rights; provided,
however, that in lieu of closing the
stock transfer books, as aforesaid, the
Board of Directors may fix, in advance,
a date not exceeding forty (40) days
preceding the date of any meeting of the
stockholders, any dividend payment date,
or the date for allotment of rights, as
a record date for the determination of
the stockholders entitled to notice of
or to vote at such meeting and/or
entitled to receive such dividend
payment or rights, as the case may be,
and only stockholders of record on such
date shall be entitled to notice of
and/or to vote at such meeting, or to
receive such dividend payment or rights.
Section 4. Any person claiming
that a certificate of stock has been
lost or destroyed shall make an
affidavit or affirmation of that fact in
such manner as the Board of Directors
may require. The Board of Directors, in
its discretion, may require the owner of
a lost or destroyed certificate, or his
legal representative, to advertise
notice of such loss or destruction, once
a week for two (2) successive weeks, in
a newspaper or newspapers of general
circulation published in such community
or communities as the Board may specify,
and, in its discretion, may require such
owner, or his legal representative, to
give the corporation a bond, in such sum
as the Board may direct, not exceeding
double the value of the stock
represented
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by the lost or destroyed
certificate, and with one or more
sureties satisfactory to the Board, to
indemnify the corporation against any
claim arising or resulting from the loss
or destruction of such certificate or
the issuance of a new certificate. It
is expressly provided, however, that a
new certificate, of the same tenor and
for the same number of shares as the one
alleged to have been lost or destroyed,
may be issued without requiring the
publication of a notice of loss, or the
giving of a bond, when, in the judgment
of the Directors, it is proper so to do.
ARTICLE X
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Amendments
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Section 1. With the exception of
Sections 1, 2 and 3 of Article III,
these Bylaws may be amended, altered, or
repealed at any duly called and
constituted stockholders' meeting on the
affirmative vote of the majority of the
stock represented at such meeting. The
said Sections 1, 2 and 3 of Article III
may be amended, altered, or repealed
only by the affirmative vote of the
holders of not less than 75 percent of
the outstanding shares of the capital
stock of the corporation. With the
exception of the said Sections 1, 2 and
3 of Article III, these Bylaws also may
be amended,
January 16, 1986 altered or supplemented at any
meeting of the Board of Directors upon
the affirmative vote of the majority of
the whole Board; provided, however, that
each member of the Board shall have been
served with a written notice of the proposal
to make such amendment, alteration or
supplemental provision at least two (2)
days before such meeting.
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