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Exhibit 3
AMENDMENTS BYLAWS OF WESBANCO, INC.
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 shall be held annually on the
fourth Wednesday of March in each year, if not
a legal holiday, and if a legal holiday, then on
the next secular day following, at 2:00 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.
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
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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 not less than
April 20, 1994 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 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 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
May 13, 1982soon thereafter as
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
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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.
Section 7. At all meetings of the Board,
a majority of the Directors shall be necessary
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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 he has
attained the age of 70; provided, however, that
January 16, 1986 this section shall not apply to any person who
is a member of the Board, and is not less than
65 years of age, on the date of the adoption of
these Bylaws. Present members of the Board
falling within the foregoing exception 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
April 19, 1990 stockholders. Honorary Directors may not serve
more than five one year terms, provided,
however, that Honorary Directors serving at the
time of the passage of this provision of the
bylaws may serve for three additional one year
terms from and after the effective date of this
bylaw amendment. The privilege of serving as an
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 preside at all
December 14, 1987 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
April 19, 1990 Board of Directors, and shall consist of a
Chairman of the Board and/or a Vice Chairman of
the Board, both of whom shall be chosen from
April 19, 1990 among the members of the Board, a President,
Executive Vice Presidents and Vice Presidents 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
Vice President, 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 officers,
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 derelect in such action, suit or
proceedings, in the 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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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."
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 by the President or
Vice President and the Secretary or Assistant
Secretary.
Section 2. Transfers of shares of stock
shall be made only on the books of the
corporation, by the holder in preson 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.
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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 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
January 16, 1986 1, 2, and 3 of Article III may be amended,
altered, or repealed only 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, 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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WESBANCO, INC.
Bank Plaza
Wheeling, WV 26003
A M E N D M E N T
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At a regular meeting of the Board of Directors of WesBanco, Inc. held
on Thursday, December 19, 1991, pursuant to Article X of the Bylaws (as
amended and restated April 19, 1990) the following Resolution was
unanimously adopted:
RESOLVED, That Article II, Section 2 be amended to read as follows:
Article II, Section 2. Regular meetings of the stockholders shall be
held annually on the third Wednesday of April in each year, if not a
legal holiday, and if a legal holiday, then on the next secular day
following, at 2:00 p.m.
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