EXHIBIT 3.2
CODE OF REGULATIONS OF MID AM, INC.
ARTICLE I
Offices
Section 1. Principal Office. The principal office of the
Corporation shall be at such place in the City of Bowling Green,
Ohio, as may be designated from time to time by the Board of
Directors.
Section 2. Other Offices. The Corporation shall also have
offices at such other places without, as well as within, the
State of Ohio, as the Board of Directors may from time to time
determine.
ARTICLE II
Meetings of Shareholders
Section 1. Annual Meeting. The annual meeting of the
shareholders of this Corporation for the purpose of fixing or
changing the number of directors of the Corporation, electing
directors and transacting such other business as may come before
the meeting, shall be held between the hours of 8:00 a.m. and
5:00 p.m. on the fourth Saturday of March of each year, but if a
legal holiday, then on the next business day following, or at
such other time as may be fixed by the Board of Directors.
Section 2. Special Meetings. Special meetings of the
shareholders may be called at any time by the Chairman of the
Board of Directors, President, or a majority of the Board of
Directors acting with or without a meeting, or by three (3) or
more shareholders owning, in the aggregate, not less than
twenty-five percent (25 percent) of the stock of the Corporation.
Section 3. Place of Meetings. Meetings of shareholders
shall be held at the main office of the Corporation unless the
Board of Directors decides that a meeting shall be held at some
other place within of without the State of Ohio and causes the
notice thereof to so state.
Section 4. Notice of Meeting. Unless waived, a written,
printed, or typewritten notice of each annual or special meeting
stating the day, hour, and place and the purpose or purposes
thereof shall be served upon or mailed to each shareholder of
record ( a) as of the next preceding the day on which notice is
given or ( b) if a record date therefor is duly fixed, of record
as of said date. Notice of such meeting shall be mailed, postage
prepaid, at least ten (10) days prior to the date thereof. If
mailed, it shall be directed to a shareholder at his address as
the name appears upon the records of the Corporation.
Section 5. Waiver of Notice. Any shareholder, either
before or after any meeting, may waive any notice required to be
given by law or under these Regulations; and whenever all of the
shareholders entitled to vote shall meet in person or by proxy
and consent to holding a meeting, it shall be valid for all
purposes without call or notice, and at such meeting any action
may be taken.
Section 6. Quorum. A majority of the outstanding capital
stock, represented in person or by proxy, shall constitute a
quorum at any meeting of the shareholders, unless otherwise
provided by law; but less than a quorum may adjourn any meeting,
from time to time, and a meeting may be held, a adjourned,
without further notice. A majority of the votes cast shall
decide every question or matter submitted to the shareholders at
any meeting, unless otherwise provided by law or by the Articles
of Incorporation.
Section 7. Proxies. Any shareholder of record who is
entitled to attend a shareholder's meeting, or to vote thereat or
to assent or give consents in writing, shall be entitled to be
represented at such meetings or to vote thereat or to assent or
give consents in writing, as the case may be, or to exercise any
other of his rights, by proxy or proxies appointed by a writing
signed by such shareholder, which need not be sealed, witnessed
or acknowledged.
A telegram, cablegram, wireless message or photogram
appearing to have been transmitted by a shareholder, or a
photograph, photostatic or equivalent reproduction of a writing
appointing a proxy or proxies shall be sufficient writing.
No appointment of a proxy shall be valid after the
expiration of eleven (11) months after it is made unless the
writing specifies the date on which it is to expire or the length
of time it is to continue in force.
Section 8. Voting. At any meeting of shareholders, each
shareholder of the Corporation shall, except as otherwise
provided by law or by the Articles of Incorporation or by these
Regulations, be entitled to one (1) vote in person or by proxy
for each share of the corporation registered in his name on the
books of the Corporation: (a) on the record date for the
determination of shareholder entitled to vote at such meeting,
notwithstanding the prior or subsequent sale, or other disposal
of such share or shares or transfer of the same on the books of
the Corporation on or after the record date; or (b) if no such
record date shall have been fixed, then at the time of such
meeting.
ARTICLE III
Board of Directors
Section 1. The Board of Directors ( hereinafter referred to
as the "Board"), shall have power to manage and administer the
business and affairs of the corporation. Except as expressly
limited by law, all corporate powers of the Corporation shall be
vested in, and may be exercised by said Board.
Section 2. Nominations For and Qualifications of Directors.
Nominations for election to the Board of Directors may be made by
the Board of Directors, or by any shareholder of any outstanding
class of capital stock of the Corporation, entitled to vote for
the 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
President of the Corporation not less than fourteen (14) days nor
more than fifty (50) days prior to any meeting of shareholders
called for the election of Directors; provided, however, that if
less than twenty-one (21) days notice of the meeting is giving
to shareholders, such notification must be mailed or delivered to
the President of the Corporation not later than the close of
business on the Seventh (7th)day following the day on which the
notice of 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
name and residence address of the notifying shareholder; and
(d) the number of shares of capital stock of the corporation
owned by the notifying shareholder. Notifications not made in
accordance herewith may, in his/her discretion, be disregarded by
the Chairman of the meeting and upon his/her instructions, the
vote tellers may disregard all votes cast for each such nominee.
Any number of the Board of Directors of a wholly-owned banking
subsidiary of the Corporation may, if permitted under applicable
banking law, hold shares of the Corporation in lieu of shares of
such banking subsidiary to qualify as a Director of such banking
subsidiary, if required. Directors of the Corporation are
required to own 200 shares of the Corporation in order to serve
on the Board of Directors of this Corporation. Directors shall
serve no longer than their seventieth (70th) birthday, at which
time they shall be considered to have resigned from the Board of
Directors.
Section 3. Number of Directors. The number of Directors
constituting the entire Board shall not be less than five (5) no
more than twenty-five (25), the exact number of Directors to be
determined from time to time by an eighty percent (80 percent)
majority vote of the whole Board of Directors of the Corporation,
and such exact number shall be twenty-two until otherwise so
determined.
Section 4. Election and Term of Directors. The Board of
Directors shall be divided into three classes, as nearly equal in
number as the then total number of Directors constituting the
whole Board permits, with the term of office of one class
expiring each year. At the annual meeting of shareholders in
1988, Directors of the first class shall be elected to hold
office for a term expiring at the next succeeding annual meeting,
Directors of the second class shall be elected to hold office for
a term expiring at the second succeeding annual meeting, and
Directors of the third class shall be elected to hold office for
a term expiring at the third succeeding annual meeting. Any
vacancies in the Board of Directors for any reason, and any newly
created directorships resulting from any increase in the number
of Directors, may be filled by the Board of Directors, acting by
a majority of the directors then in office, although less than a
quorum, and any Director so chosen shall hold office until the
next election of the class for which such Directors shall have
been chosen and until their successor shall shorten the term of
any incumbent Director. Subject to the foregoing, at each annual
meeting of shareholders, the successors to the class of directors
whose term shall then expire shall be elected to hold office for
a term expiring at the third succeeding annual meeting.
Revisions of this Article III, Section 4--Election and Term of
Directors, shall require 80 percent vote of the common stock
outstanding and qualified to vote at a special or annual meeting
of shareholders.
Section 5. Removal of Directors. Any or all of the
Directors shall only be removed with cause and only by the
affirmative vote of not less than 80 percent vote of the whole
Board of Directors of the Corporation.
Section 6. Organization Meeting. The Secretary of the
Corporation, 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
for the purpose of organizing the new board and electing and
appointing officers of the corporation for the succeeding year.
Such meeting shall b e appointed to be held ont he day of the
election, or as soon thereafter as practicable, and, in any
event, within thirty (30) days thereof. If, at that time fixed
for such meeting, there shall not be a quorum present, the
Directors present may adjourn the meeting, from time to time,
until a quorum is obtained.
Section 7. Regular Meetings. The Regular meetings of the
Board of Directors shall be held, without notice, on the third
Thursday of each month of the fiscal year, at the main office, or
such other time or place as may be determined from time to time
by the Board. When any regular meeting of the Board falls upon a
holiday, the meeting shall be held on the next business day,
unless the Board shall designate some other day.
Section 8. Special Meetings. Special meetings of the Board
of Directors may be called by the Chairman, Chief Executive
Officer, and/or President of the Corporation, or at the request
of three (3) or more Directors. Each member of the Board of
Directors shall be given notice, stating the time and place, by
letter, telegram or in person of each said special meeting. Such
notice of the special meeting can be waived by a Director at the
special meeting, but if a Director does not waive such a notice,
said notice shall be received by each Director who has not waived
notice not less than three (3) days prior to the special meeting.
Section 9. Vacancies. If the office of any Director becomes
vacant by reason of death, resignation, disqualification, removal
or other cause, the majority of the Directors remaining in
office, although less than a quorum, may elect a successor for
the unexpired term and until his/her successor is elected and
qualified.
Section 10. Quorum. A majority of the Directors shall
constitute a quorum at any meeting, except when otherwise
provided by law; but lesser number may adjourn any meeting, from
time to time and the meeting may be held, as adjourned, without
further notice.
Section 11. Participation In Meetings By Conference
Telephone. Members of the Board of Directors, or of any
committee thereof, may participate in a meeting of such Board or
committee by means of conference telephone or similar
communications equipment that enables all persons participating
in the meeting to hear each other such participation shall
constitute presence in person at such meeting.
Section 12. Compensation. The Directors shall receive such
compensation for their services, as is fixed by resolution of a
majority of the Board of Directors, 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. Members of any standing or
special committee may by resolution of the Board be allowed such
compensation for their services as the Board may deem reasonable;
additional compensation may be allowed to directors for special
services rendered as the Board may deem reasonable.
Section 13. By Laws. For the government of its action, the
Board of Directors may adopt by-laws consistent with the Articles
of Incorporation and these Regulations.
ARTICLE IV
Committees
Section 1. Committees. The Board of Directors may by
resolution provide for such standing or special committees as it
deems desirable, and discontinue the same at pleasure. Each such
committee shall have such powers and perform such duties, not
inconsistent with law, as may be delegated to it by the Board of
Directors. Vacancies in such committees may be filled by the
Board of Directors.
ARTICLE V
Officers
Section 1. General Provisions. The Board of Directors
shall elect a Chairman and Chief Executive Officer, President and
Chief Operating Officer, such number of Vice Presidents as the
Board may from time to time determine, a Secretary and a
Treasurer. The Board of Directors may from time to time create
such offices and appoint such other officers, subordinate
officers and assistant officers as it may determine. The
Chairman and Chief Executive Officer and the President and the
Chief Operating Officer shall be, but the other officers need not
be, chosen from among the members of the Board of Directors.
Section 2. Term of Office. The officers of the Corporation
shall hold office at the pleasure of the Board of Directors and,
unless sooner removed by the Board of directors, until the
reorganization meeting of the Board of Directors following the
date of their election and until their successors are chosen and
qualified.
The Board of Directors may remove any officer at any time,
with or without cause, by a majority vote of the Board.
A vacancy in any office, however created, nay be filled by
the Board of Directors.
Section 3. Presiding Officer. The Board of Directors shall
determine by majority vote, from time to time, the officer whom
shall preside at the regular or special meetings of the Board of
Directors and of the annual or special meetings of the
shareholders.
ARTICLE VI
Duties of Officers
Section 1. Chairman and Chief Executive Officer. The
Chairman and Chief Executive Officer, if one be elected, shall be
the Chief Executive Officer of the Corporation, and shall have
such other powers and duties as may be prescribed by the Board of
Directors or by the Ohio Revised Code.
Section 2. President and Chief Operating Officer. The
President and Chief Operating Officer shall be the chief
operating officer of the Corporation and shall exercise
supervision over the business of the Corporation and over its
several officers, subject, however, to the control of the Board
of Directors. He shall have all the powers and duties prescribed
by the Ohio Revised Code and such others as the Board of
Directors may from time to time assign to him. In the absence or
disability of the Chairman, the President shall perform all the
duties of the Chairman and when so acting shall have all the
powers of the Chairman.
Section 3. Vice Presidents. The Vice Presidents shall
perform such duties as are conferred upon them by these
regulations or as may from time to time be assigned to them by
the Board of Directors, the Chairman or the President. At the
request of the Chairman, the President, or in their absence or
disability, the Vice President, designated by the Chairman or the
President or (in the absence of such designation, the Vice
President designated by the Board), shall perform all the duties
of the President, and when so acting, shall have all powers of
the President. The authority of Vice Presidents to sign in the
name of the Corporation all certificates for share and authorized
deeds, mortgages, bonds, contracts, notes and other instruments,
shall be coordinated with like authority of the President. Any
one or more of the Vice Presidents may be designated an Executive
Vice President.
Section 4. Secretary. The Secretary shall keep minutes of
all the proceedings of the shareholders and Board of Directors,
and shall make proper record of the same, which shall be attested
by him: sign all certificates for shares, and all deeds,
mortgages, bonds, contracts, notes and other instruments executed
by the Corporation requiring his signature; give notice of
meetings of shareholders and directors; keep such books as may be
required by the Board of Directors and file all reports to
states, to the Federal Government, and to foreign countries; and
perform such other and further duties as may from time to time be
assigned to him by the Board of Directors, the Chairman of the
Board or by the President.
Section 5. Treasurer. The Treasurer shall receive and have
in charge all money, bills, notes, deeds, leases, mortgages and
similar property belonging to the Corporation, and shall do so
with the same as may from time to time be required by the Board
of Directors. He shall cause to be kept adequate and correct
accounts of the business transactions of the Corporation,
including accounts of its assets, liabilities, receipts,
disbursements, gains, losses, stated capital, and shares,
together with such other accounts as may be required, and, upon
the expiration of his term of office, shall turn over to his
successor or to the Board of Directors all property, books,
papers and money of the Corporation in his hand; and he shall
perform such other duties as from time to time may be assigned by
the Board of Directors.
Section 6. Assistant and Subordinate Officers. The Board
of Directors may appoint such assistant and subordinate officers
as it may deem desirable. Each such officer shall hold the
office during the pleasure of the Board of Directors, and perform
such duties as the board of Directors may prescribe.
The Board of Directors may, from time to time , authorize
any officer to appoint and remove assistant and subordinate
officers, to prescribe their authority and duties, and to fix
their compensation.
Section 7. Duties of Officers May Be Delegated. In the
absence of any officer of the corporation, or for any other
reason the Board of Director deem sufficient, The Board of
Directors may delegate, for the time being, the powers or duties,
or any of them, of such officer to any other officer, or to any
director.
ARTICLE VII
Certificates for Shares
Section 1. Form and Execution. Certificates for share
shall be issued to each shareholder in such form as shall be
approved by the Board of Directors. Such certificates shall be
signed by the Chairman or the President or a Vice President which
certificates shall certify the number and class of shares held by
the shareholder in the Corporation, but no certificates for
shares shall be delivered until such shares are fully paid. The
signature of any one of said officers of the Corporation may be a
facsimile, or engraved, stamped or printed. Although any officer
of the Corporation whose manual or facsimile signature is affixed
to a share certificate shall cease to be such officer before the
certificate is delivered, such certificate, nevertheless, shall
be effective in all respects when delivered.
Such certificate for shares shall be transferable in person
or by attorney, but, except as hereinafter provided in the case
of lost, mutilated or destroyed certificates, no transfer of
shares shall be entered upon the records of the Corporation until
the previous certificates if any given for the same shall have
been surrendered and cancelled.
Section 2. Lost, Mutilated or Destroyed Certificates. If
any certificate for shares is lost, mutilated or destroyed, the
Board of Directors may authorize the issuance of a new
certificate in place thereof. If the certificate is for eleven
(11)shares or more, a surety company indemnity bond will be
required to be furnished by the shareholder to indemnify Mid Am,
Inc. and if the certificate is for ten (10) shares or less, a
personal indemnity bond may be accepted in lieu of the surety
company bond. A suitable charge will be made for reissuing any
lost, mutilated or destroyed certificate. The Board of Directors
in its discretion may refuse to issue such new certificates until
the Corporation has been indemnified by a final order or decree
of a court of competent jurisdiction.
ARTICLE VIII
Fiscal Year
The fiscal year of the Corporation shall end on the 31st day
of December in each year, or on such other day as may be fixed
from time to time by the Board of Directors.
ARTICLE IX
Amendments
These regulations may be amended or repealed at any meeting
of the shareholders called for that purpose by the affirmative
vote of the holders of record of shares entitling them to
exercise a majority of the voting power of such proposal or,
without a meeting, by the written consent of holders of record of
shares entitling the to exercise two-thirds of the voting power
on such proposal except that a proposal to amend Article III
Sections 4 or 5 requires an 80 percent affirmative vote of the
outstanding stock or written consent of 80 percent of the voting
power.
_________________________
Secretary
Date:____________________