BYLAWS
OF
UNITED SECURITY BANCSHARES, INC.
ARTICLE 1
Offices
SECTION 1.1 Registered Office. The registered office of United Security
Bancshares, Inc. (herein called the "Corporation"), in the State of Delaware
shall be in the City of Wilmington, County of New Castle, State of Delaware.
SECTION 1.2 Other Offices. The Corporation may also have offices at such
other places both within and without the State of Delaware as the Board of
Directors may from time to time determine or the business of the Corporation may
require.
ARTICLE 2
Stockholders
SECTION 2.1 Place of Meetings. Annual and special meetings of the
stockholders shall be held at such place, either within or without of the State
of Delaware, as may be designated by the Board of Directors. In the absence of
such designation, such meeting shall be held at the principal office of the
Corporation located within the State of Alabama.
SECTION 2.2 Annual Meeting. The annual meeting of the stockholders for
the election of directors and the transaction of such other business as may
properly come before the meeting shall be held on such date as may be determined
by resolution of the Board of Directors.
SECTION 2.3 Special Meeting. A special meeting of the stockholders may
be called at any time by the Board of Directors or the holders of not less than
ten percent of all shares entitled to vote at such meeting. No business other
than that specified in the notice of special meeting shall be transacted at any
such special meeting.
SECTION 2.4 Notice of Meetings. 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 delivered not less
than ten (10) nor more than sixty (60) days before the date of the meeting,
either personally or by mail, by or at the direction of the President, the
Secretary or the Board of Directors or officer calling the meeting, to each
stockholder of record in the manner above provided. The notice of special
meeting may be waived by submitting a signed waiver or by attendance at the
meeting.
SECTION 2.5 Closing of Transfer Books and Fixing Record Date. For the
purposes of determining stockholders entitled to notice of or to vote at any
meeting of stockholders or any adjournment thereof, or stockholders 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 not to exceed
in any case sixty (60) days immediately preceding such meeting. In lieu of
closing the stock transfer books, the Board of Directors may fix in advance a
date as the record date for any such determination of stockholders, such date in
any case to be not more than sixty (60) days, and in case of a meeting of
stockholders, not less than ten (10) days, prior to the date on which the
particular action requiring such determination of stockholders is to be taken,
and in no event may the record date precede the date upon which the Directors
adopt a resolution fixing the record date. If the stock transfer books are not
closed and no record date is fixed for the determination of stockholders
entitled to notice of or to vote at a meeting of stockholders, or stockholders
entitled to receive payment of a dividend, or a determination of stockholders
for any other proper purpose, the date on which notice of the meeting is given
(as defined in Article 9 hereof) or the date on which the resolution of the
Board of Directors declaring such dividend is adopted, as the case may be,
shall be the record date for such determination of the stockholders. When a
determination of stockholders entitled to vote at any meeting of stockholders
has been made as provided in this Section 2.5, such determination shall apply
to any adjournment thereof, unless the Board of Directors fixes a new record
date for the adjournment.
SECTION 2.6 Voting List. The officer or agent having charge of the stock
transfer books for shares of the Corporation shall make, at least ten (10) days
before each meeting of stockholders, a complete list of the stockholders
entitled to vote at such meeting or any adjournment thereof, arranged in
alphabetical order, with the address of and the number of shares held by each,
which list, for a period of ten (10) days prior to such meeting, shall be kept
on file at the principal office of the Corporation and shall be subject to
inspection by any stockholder at any time during usual business hours. Such
list shall also be produced and kept open at the time and place of the meeting
and shall be subject to the inspection of any stockholder during the whole time
of the meeting. The original stock transfer books shall be prima facie
evidence as to who are the stockholders entitled to examine such list or
transfer books or to vote at any meeting of stockholders.
SECTION 2.7 Quorum. A majority of the outstanding shares of the of the
Corporation entitled to vote, represented in person or by proxy, shall
constitute a quorum for the transaction of business at such meeting. If a
quorum is present, the affirmative vote of the majority of the shares
represented at the meeting entitled to vote on the subject matter shall be the
act of the stockholders, unless the vote of a greater number of shares on the
matter being voted on is required by the Certificate of Incorporation of the
Corporation, these Bylaws or applicable law. Directors shall be elected by a
plurality of the shares represented at the meeting and entitled to vote in the
election of Directors.
SECTION 2.8 Adjournment of Stockholder Meeting. Any meeting of
stockholders may be adjourned at any time, whether or not there is a quorum, by
the chairman of such meeting or the vote of the majority of shares represented
at such meeting. When a meeting is adjourned to another time or place, notice
need not be given of the adjourned meeting if the time and place thereof are
announced at the meeting at which the adjournment is taken. At the adjourned
meeting, the Corporation may transact any business which might have been
transacted at the original meeting. If the adjournment is for more than thirty
(30) days, or if after the adjournment a new record date is fixed for the
adjourned meeting, a notice of the adjourned meeting shall be given to each
stockholder of record entitled to vote at the meeting.
SECTION 2.9 Proxies. At all meetings of stockholders, a stockholder may
vote by proxy, executed in writing by the stockholder or by his duly authorized
attorney in fact. Such proxy shall be filed with the Secretary of the
Corporation before or at the time of the meeting. No proxy shall be valid after
three (3) years from the date of its execution, unless otherwise provided in the
proxy.
SECTION 2.10 Voting of Shares. Each outstanding share shall be entitled
to one vote and each fractional share shall be entitled to a corresponding
fractional vote on each matter submitted to vote at a meeting of stockholders.
SECTION 2.11 Voting by Voice, Hand or Ballot. All voting at meetings of
the stockholders, including voting for the election of directors but excepting
where otherwise required by law, shall be by a voice or hand vote; provided,
however, that upon demand therefor by a stockholder entitled to vote or by his
or her proxy, a vote by written ballot shall be taken. Every written ballot
shall state the name of the stockholder or proxy voting and such other
information as may be required under the procedure established for the meeting.
SECTION 2.12 Voting of Shares by Certain Holders. The rights of persons
in whose names shares stand on the stock records of the Corporation to vote is
subject to the following provisions:
(a) Neither treasury shares, nor shares of its own stock held by the
Corporation in a fiduciary capacity, nor shares held by another Corporation if
the majority of the shares entitled to vote for the election of directors of
such other Corporation is held by the Corporation, shall be voted at any
meeting or counted in determining the total number of outstanding shares at
any given time.
(b) Shares standing in the name of another corporation, domestic or
foreign, may be voted by such officer, agent, or proxy as the bylaws of such
corporation may prescribe, or, in the absence of such provision, as the board of
directors of such Corporation may determine.
(c) Shares held by an administrator, executor, personal representative,
guardian, or conservator may be voted by him, either in person or by proxy,
without a transfer of such shares into his name.
(d) Shares standing in the name of a trustee may be voted by him, either
in person or by proxy, but no trustee shall be entitled to vote shares held by
him without a transfer of such shares into his name.
(e) Shares standing in the name of a receiver may be voted by such
receiver, and shares held by or under the control of a receiver may be voted by
such receiver without the transfer thereof into his name if authority to do so
be contained in an appropriate order of the court by which such receiver was
appointed.
(f) A stockholder whose shares are pledged shall be entitled to vote such
shares until the shares have been transferred into the name of the pledgee, and
thereafter the pledgee shall be entitled to vote the shares so transferred.
SECTION 2.13 Informal Action by Stockholders. Any action required or
permitted to be taken by the stockholders must be effected at a duly called
annual or special meeting of the stockholders of the Corporation. Stockholders
may take any action by unanimous written consent in lieu of a meeting of the
stockholders.
SECTION 2.14 Conduct of Stockholder Meetings. Meetings of the
stockholders shall be presided over by the Chairman of the Board or, in his
absence, the President of the Corporation, or, if no such person is present, a
person designated by the Chairman of the Board or, in his absence, the President
of the Corporation. The Secretary of the Corporation or, in his absence, an
Assistant Secretary, or, if no such person is present, a person designated by
the chairman of the meeting, shall act as secretary of the meeting. The
precedence of and procedure on motions and other procedural matters at a
meeting shall be as determined by the chairman of such meeting, in his sole
discretion, provided that such chairman acts in a manner which is not
inconsistent with the Certificate of Incorporation of the Corporation, these
Bylaws and applicable law.
ARTICLE 3
Board of Directors
SECTION 3.1 General Powers. The business and affairs of the Corporation
shall be managed by its Board of Directors, except as otherwise provided in the
Certificate of Incorporation or by applicable law.
SECTION 3.2 Number; Qualifications. The Corporation's Board of Directors
shall consist of not less than three (3) and not more than twenty-five (25)
Directors, as such number may be designated from time to time by the Board of
Directors. If such number is not so fixed, the Corporation shall have sixteen
(16) Directors. Directors need not be stockholders of the Corporation or
residents of the State of Delaware or the State of Alabama.
SECTION 3.3 Election; Term of Office. Directors shall be elected at each
annual meeting of the stockholders. Directors shall be elected by plurality
vote of the stockholders. Each Director shall hold office until the next annual
meeting of the stockholders and thereafter until such time as his successor
shall have been elected and qualified. No reduction in the number of Directors
shall have the effect of removing any director before such Director's term of
office shall expire. If a Director attains the age of seventy (70) years
during his or her term as a Director, he or she may complete his or her then
current term but may not stand for election or re-election as a Director of the
Corporation thereafter.
SECTION 3.4 Removal of Directors. Any Director may be removed only in the
manner provided in the Corporation's Certificate of Incorporation, as amended.
If no such provision appears therein, any Director may be removed either with
or without cause, at any time, by vote of the stockholders holding a majority of
the shares then entitled to vote for the election of Directors, present at any
special meeting called for that purpose. In case any vacancy so created shall
not be filled by the stockholders at such meeting, such vacancy may be filled by
the Board of Directors as provided in Section 3.6 hereof.
SECTION 3.5 Resignation. Any Director may resign at any time by giving
written notice to the President or to the Secretary of the Corporation. Such
resignation shall take effect at the time specified therein; and unless
otherwise specified therein, the acceptance of such resignation by the
Corporation shall not be necessary to make it effective.
SECTION 3.6 Vacancies. Any vacancy occurring in the Board of Directors,
whether by resignation of a Director or an increase in the number of Directors,
may be filled by the affirmative vote of a majority of the remaining Directors,
though less than a quorum, or by a sole remaining Director. A Director elected
by the remaining Directors or the stockholders to fill a vacancy shall be
elected for the unexpired term of his predecessor in office. Any directorship
to be filled by reason of an increase in the number of Directors shall be
filled by the affirmative vote of a majority of the Directors then in office
or by election at an annual meeting or a special meeting of stockholders
called for that purpose, and a Director so chosen shall hold office for the
term specified in Section 3.3 of this Article.
SECTION 3.7 Regular Meetings. A regular meeting of the Board of Directors
may be held without other notice than this Bylaw immediately after and at the
same place as the annual meeting of the stockholders. The Board of Directors may
provide by resolution the time and place, either within or without the State of
Delaware, for the holding of additional regular meetings without other notice
than such resolution.
SECTION 3.8 Special Meetings. Special meetings of the Board of Directors
may be called by or at the request of the President, the Chairman of the Board
or a majority of the Directors. The person or persons authorized to call
special meetings of the Board of Directors may fix any place, either within or
without the State of Delaware, as the place for holding any special meeting of
the Board of Directors called by them.
SECTION 3.9 Telephonic Meetings. Members of the Board of Directors or any
committee designated by the Board of Directors may participate in a meeting of
the Board of Directors or committee by means of conference telephone or similar
communications equipment by which all persons participating in the meeting can
hear one another at the same time. Such participation shall constitute presence
in person at the meeting. All participants in any meeting of Directors, by
virtue of their participation and without further action on their part, shall be
deemed to have consented to the recording of such meeting by electronic device
or otherwise, and to the making of a written transcript thereof, in order that
minutes thereof shall be available for the Corporation's records.
SECTION 3.10 Notice. Notice of any special meeting shall be given at
least four (4) days previous thereto by written notice mailed to each Director
at his business address, or by notice given at least two (2) days prior to the
meeting, in person or by any means specified in Section 9.1(b) or (c). Any
Director may waive notice of any meeting. The attendance of a Director at a
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 because 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 Quorum. A majority of the number of Directors fixed in
accordance with these Bylaws shall constitute a quorum for the transaction of
business. The vote 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
vote of a different number is required by the Certificate of Incorporation or
the Bylaws. Notwithstanding anything to the contrary in the Certificate of
Incorporation or Bylaws, the affirmative vote of two-thirds (2/3) of the total
number of Directors is required to approve the following: (1) any tender offer
or exchange offer or any proposal for a merger made to the corporation; (2) the
sale of all of the stock or assets of, or a business combination involving the
Corporation or any of its subsidiaries; (3) the sale of a substantial equity
interest in, or a substantial portion of assets of the Corporation or any of its
subsidiaries, including a plan of liquidation of the Corporation or any of its
subsidiaries; or (4) the addition or removal of any person with significant
influence over major policymaking decisions of the Corporation, including, but
not limited to, those persons who, without regard to title, exercise the
authority of one or more of the following positions: chief executive officer,
president, chief operating officer, chief financial officer, chief lending
officer, or chief investment officer.
SECTION 3.12 Compensation. The amount, if any, which each Director shall
be entitled to receive as compensation for his services as a Director shall be
fixed from time to time by resolution of the Board of Directors. If any director
shall serve as a member of any committee of the Board of Directors or perform
special services at the instance of the Board of Directors, such may be paid
additional compensation as the Board of Directors may determine. Each Director
shall be entitled to reimbursement for traveling expenses incurred by him in
attending any meeting of the Board of Directors or of a committee. Such
compensation shall be payable even though a meeting may be adjourned because of
a lack of a quorum.
SECTION 3.13 Action by Directors Without Meeting. Any action required to
be taken at a meeting of the Directors of the Corporation or any action which
may be taken at such a meeting, may be taken without a meeting if a consent in
writing, setting forth the action so taken, shall be signed by all of the
Directors entitled to vote with respect to the subject matter thereof. A
consent shall be sufficient for this Section 3.13 if it is executed in
counterparts, in which event all of such counterparts, when taken together,
shall constitute one and the same consent.
SECTION 3.14 Designation of Committees. The Board of Directors may by
resolution or resolutions passed by a majority of the whole Board of Directors
designate one or more committees, each committee to consist of two or more of
the directors of the Corporation, which to the extent provided in the
resolution or resolutions shall have and may exercise the powers of the Board
of Directors in the management of the business and affairs of the Corporation,
and may have power to authorize the seal of the Corporation to be affixed to
all papers which may require it; provided, however, that no such committee
shall have any power or authority in reference to those matters prohibited by
Section 141(c) of the Delaware General Corporation Law. Such committee or
committees shall have such name or names as may be determined from time to
time by resolution or resolutions adopted by the Board of Directors. If
provisions be made for any such committee or committees, the members thereof
shall be appointed by the Board of Directors and shall serve during the
pleasure of the Board of Directors. A majority of the members of a committee
shall constitute a quorum for the transaction of business. The Board of
Directors may designate one or more directors of the Corporation as alternate
members of any committee, who may replace any absent or disqualified member
at any meeting of the committee and who, in such event, shall be counted
in determining the presence of a quorum. Vacancies in such committees shall be
filled by the Board of Directors; provided, however, that in the absence or
disqualification of any member of such committee or committees, the member or
members thereof present at any meeting and not disqualified from voting, whether
or not he or they constitute a quorum, may unanimously appoint another member of
the Board of Directors to act at the meeting in the place of any such absent or
disqualified member. The Board of Directors may at its pleasure discontinue any
such committee or committees.
ARTICLE 4
Officers
SECTION 4.1 Generally. The Board of Directors at its first meeting and
at each annual meeting thereafter shall elect, at a minimum, the following
officers: a President, a Secretary and a Treasurer. The Board of Directors at
any time and from time to time may elect or appoint such other officers as it
shall deem necessary, including, but not limited to, a Chairman of the Board of
Directors, one or more Vice Presidents, one or more Assistant Vice Presidents,
one or more Assistant Treasurers, and one or more Assistant Secretaries, who
shall hold their offices for such terms as shall be determined by the Board of
Directors and shall exercise such powers and perform such duties as are
specified by these Bylaws, or as shall be determined from time to time by the
Board of Directors. Any person may hold two or more offices, except that no
person may hold the office of President and Secretary. No officer need be a
shareholder of the Corporation.
SECTION 4.2 Compensation. The salaries of the officers of the corporation
shall be fixed by the Board of Directors, except that the Board of Directors
may delegate to any committee or officer or officers the power to fix the
compensation of any other officer.
SECTION 4.3 Tenure. Each officer of the corporation shall hold office for
the term for which he is elected or appointed, and until his successor has been
duly elected or appointed and has qualified, or until his earlier resignation,
removal from office or death. Any officer may be removed by the Board of
Directors whenever in its judgment the best interest of the corporation will be
served thereby.
SECTION 4.4 Vacancies. A vacancy in any office, because of resignation,
removal or death may be filled by the Board of Directors for the unexpired
portion of the term.
SECTION 4.5 Chairman of the Board. The Chairman of the Board shall
preside at all meetings of stockholders and of the Board of Directors. In
general, he shall perform all duties incident to the office of the Chairman of
the Board and such other duties as may from time to time be assigned to him by
the Board.
SECTION 4.6 President. The President shall be the chief executive officer
and the head of the corporation and, subject to the Board of Directors, shall
have the general control and management of the business and affairs of the
corporation. The President shall also be the chief operating officer of the
corporation and, subject to the control of the Board of Directors, shall in
general manage, supervise and control the day to day business and affairs of the
corporation. He shall, when present, preside at meetings of all of the
stockholders in the absence of the Chairman of the Board or if no Chairman of
the Board has been elected. In general, the President shall perform all duties
incident to the office of the President and such other duties as may be
prescribed by the Board of Directors from time to time. He shall vote any
shares of stock or other voting securities owned by the corporation and may
sign, with the Secretary or any other proper officer of the corporation
thereunto authorized by the Board of Directors, certificates for shares of the
corporation, any deeds, mortgages, bonds, policies of insurance, contracts,
investment certificates or other instruments which the Board of Directors has
authorized to be executed, except in cases where signing the execution thereof
shall be expressly delegated by the Board of Directors or by these Bylaws to
some other officer or agent of the corporation, or shall be required by law to
be otherwise signed or executed.
SECTION 4.7 Vice Presidents. In the absence of the President or in the
event of his death or inability or refusal to act, the Vice President (or in the
event there may be more than one Vice President, the Vice Presidents in the
order designated at the time of their election, or in the absence of any
designation, then in order of election) 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. Any Vice President may sign, with
the Secretary or an Assistant Secretary, certificates for shares of the
corporation and shall perform such other duties as shall from time to time be
assigned to him by the President or by the Board of Directors. All Vice
Presidents shall have such other duties as prescribed by the Board of
Directors from time to time.
SECTION 4.8 Secretary. The Secretary shall: (a) attend and keep the
minutes of the stockholders' meetings and of the Board of Directors' meetings in
one or more books provided by that purpose; (b) see that all notices are duly
given in accordance with the provisions of these Bylaws as required by law;
(c) be custodian of the corporate records and of the seal of the corporation and
see that the seal of the corporation is affixed to all documents, the execution
of which on behalf of the corporation under its seal is duly authorized; (d)
keep a register of the post office address of each stockholder which shall be
furnished to the Secretary by such stockholder; (e) sign with the President or
a Vice President certificates for shares of the corporation, the issuance of
which shall have been authorized by resolution of the Board of Directors;
(f) have general charge of the stock transfer books of the corporation; (g) in
general perform all duties incident to the office of the Secretary and such
other duties as from time to time may be assigned to him by the President or
the Board of Directors.
SECTION 4.9 Treasurer. The Treasurer, unless otherwise determined by the
Board of Directors, shall: (a) have charge and custody of and be responsible for
all funds and securities of the corporation; (b) receive and give receipts for
monies due and payable to the corporation from any source whatsoever, and
deposit all such monies in the name of the corporation in such banks, trust
companies or other depositories as shall be selected by the Board of
Directors; and (c) in general perform all the duties incident to the office
of Treasurer and such other duties as from time to time may be assigned by the
Board of Directors.
SECTION 4.10 Assistant Officers. The Assistant Secretaries, when
authorized by the Board of Directors, may sign with the President or a Vice
President certificates for shares of the corporation the issuance of which shall
have been authorized by a resolution of the Board of Directors. The Assistant
Vice Presidents, Secretaries and Treasurers, in general, shall perform such
duties as shall be assigned by the Vice President(s), Secretary or Treasurer,
respectively, or by the President or by the Board of Directors.
ARTICLE 5
Execution of Instruments and Deposit of Funds
SECTION 5.1 Contracts and Other Documents. Contracts and other
instruments or documents may be signed in the name of the Corporation by the
President or by any other officer authorized to sign such contract, instrument,
or document by the Board of Directors, and such authority may be general or
confined to specific instances.
SECTION 5.2 Interested Directors; Quorum. No contract or transaction
between the Corporation and one (1) or more of its directors or officers, or
between the Corporation and any other corporation, partnership, association, or
other organization in which one (1) or more of its directors or officers are
directors or officers, or have a financial interest, shall be void or voidable
solely for this reason, or solely because the director or officer is present at
or participates in the meeting of the Board of Directors or committee thereof
which authorizes the contract or transaction, or solely because his or their
votes are counted for such purpose, if (i) the material facts as to his
relationship or interest and as to the contract or transaction are disclosed or
are known to the Board of Directors or the committee, and the Board of Directors
or committee in good faith authorizes the contract or transaction by the
affirmative votes of a majority of the disinterested directors, even though the
disinterested directors be less than a quorum; or (ii) the material facts as to
his relationship or interest and as to the contract or transaction are disclosed
or are known to the stockholders entitled to vote thereon, and the contract or
transaction is specifically approved in good faith by vote of the stockholders;
or (iii) the contract or transaction is fair as to the Corporation as of the
time it is authorized, approved or ratified, by the Board of Directors, a
committee thereof, or the stockholders. Common or interested directors may be
counted in determining the presence of a quorum at a meeting of the Board of
Directors or of a committee which authorizes the contract or transaction.
SECTION 5.3 Dividends. Subject to the laws of the State of Delaware, the
Board of Directors may, from time to time, declare and the Corporation may pay
dividends on its outstanding shares in cash, property, or its own shares, except
when the Corporation is insolvent or when the declaration or payment thereof
would be contrary to any restrictions contained in the Certificate of
Incorporation.
SECTION 5.4 Bank Accounts and Deposits. All funds of the Corporation
shall be deposited from time to time to the credit of the Corporation with such
banks, bankers, trust companies or other depositories as the Board of Directors
may select or as may be selected by any officer or officers, agent or agents of
the Corporation to whom such power may be delegated from time to time by the
Board of Directors.
SECTION 5.5 Signing of Checks and Drafts. Except as otherwise provided
in these Bylaws, all checks, drafts, or other order or payment of money, notes,
or other evidences of indebtedness, issued in the name of or payable to the
Corporation, shall be signed or endorsed by such person or persons and in such
manner as shall be determined from time to time by resolution of the Board of
Directors.
SECTION 5.6 Loans. No loans and no renewals of any loans shall be
contracted on behalf of the Corporation except as authorized by the Board of
Directors. When authorized so to do by the Board of Directors, any officer or
agent of the Corporation may effect loans and advances for the Corporation from
any bank, trust company or other institution or from any firm, corporation or
individual, and for such loans and advances may make, execute and deliver
promissory notes, bonds or other evidences of indebtedness of the Corporation.
When authorized so to do by the Board of Directors, any officer or agent of the
Corporation may pledge, hypothecate or transfer, as security for the payment of
any and all loans, advances, indebtedness and liabilities of the Corporation,
any and all stocks, securities and other personal property at any time held by
the Corporation, and, to that end, may endorse, assign and deliver the same.
Such authority may be general or confined to specific instances.
ARTICLE 6
Issuance and Transfer of Shares
SECTION 6.1 Issuance of Certificates. Each stockholder of the Corporation
shall be entitled to a certificate or certificates, in such form as shall be
approved by the Board of Directors and required by law, certifying the number of
shares of the Corporation owned by such stockholder.
SECTION 6.2 Signature on Stock Certificates. The shares of the
Corporation shall be represented by certificates signed by the President or a
Vice President and the Secretary, and may be sealed with the seal of the
Corporation or a facsimile thereof. The signature of any of these officers upon
a certificate may be a facsimile. In case any officer, transfer agent, or
registrar who has signed or whose facsimile signature has been placed upon such
certificate shall have ceased to be such officer, transfer agent or registrar
before such certificate is issued, it may be issued by the Corporation with the
same effect as if he were such officer at the date of its issue.
SECTION 6.3 Stock Transfer Books. A record of all certificates for shares
issued by the Corporation shall be held by the Secretary or by any transfer
agent or registrar appointed pursuant to Section 6.4 below at the principal
office of the Corporation or at the office of such transfer agent or
registrar. Such record shall show the name and address of the person, firm or
corporation in which certificates for shares are registered, the number and
classes of shares represented by each such certificate, the date of each such
certificate, and in case of certificates which have been canceled, the dates of
cancellation thereof.
SECTION 6.4 Transfer Agents and Registrars. The Board of Directors may
appoint one (1) or more transfer agents, registrars of other agents for the
purpose of registering transfer of shares of the Corporation, issuing new
certificates of shares of the Corporation and canceling certificates surrendered
to the Corporation. Such agents and registrars shall be appointed at such times
and places as the requirements of the Corporation may necessitate and the Board
of Directors may designate. Any such transfer agent, registrar or other agent
shall be under a duty to the Corporation to exercise good faith and due
diligence in performing his functions. Such transfer agent, registrar or
other agent shall have, with regard to the particular functions he performs,
the same obligation to the holder or owner of shares of the Corporation and
shall have the same rights and privileges as the Corporation has in regard to
those functions. Notice to such agent, registrar or other such agent is notice
to the Corporation with respect to the functions performed by the agent.
SECTION 6.5 Replacement of Lost, Destroyed and Stolen Certificates. Where
a certificate for shares of the Corporation has been lost, destroyed or stolen,
the Corporation shall issue a new certificate in place of the original
certificate if the owner (a) files with the Corporation a sufficient indemnity
bond, and (b) satisfies any other reasonable requirements imposed by the Board
of Directors of the Corporation.
SECTION 6.6 Transfer of Shares. Shares of the capital stock of the
Corporation shall be transferred on the books of the Corporation by the holder
thereof in person or by his attorney duly authorized in writing, upon surrender
and cancellation of certificates for the number of shares to be transferred,
except as provided in the preceding section. Books for the transfer of shares
of the capital stock shall be kept by the Corporation or by one or more transfer
agents appointed by it.
SECTION 6.7 Regulations. The Board of Directors shall have power and
authority to make such rules and regulations as it may deem expedient concerning
the issue, transfer and registration of certificates for shares of the capital
stock of the Corporation.
ARTICLE 7
Corporate Records, Reports, and Seal
SECTION 7.1 Minutes of Corporate Meetings. The Corporation shall keep at
its principal place of business, or at such other place as may be directed by
the Board of Directors, a book of minutes of all proceedings of its stock-
holders and Board of Directors, with the time and place of holding of all
meetings, whether regular or special, and, if special, how authorized, the
notice thereof given, the names of those present at directors meetings, the
number of shares or members present or represented at stockholders meetings,
and the proceedings thereof.
SECTION 7.2 Inspection of Records and Properties by Directors. Every
Director shall have the absolute right at any reasonable time to inspect all
books, records, documents of every kind, and the physical properties of the
Corporation, and also of its subsidiary corporations. Such inspection by a
Director may be made in person or by agent or attorney, and the right of
inspection includes the right to make extracts.
SECTION 7.3 Fiscal Year. The fiscal year of the Corporation shall begin
on the first day of January and terminate on the last day of December of each
succeeding year; unless the Board of Directors shall adopt a different fiscal
year.
SECTION 7.4 Corporate Seal. The seal of the Corporation shall be circular
in form and shall have engraved upon it the words, "United Security Bancshares,
Inc." The seal shall be used by causing it to be affixed or impressed or a
facsimile thereof may be reproduced or otherwise used in such manner as the
Board of Directors shall determine.
ARTICLE 8
Adoption, Amendment, and Repeal of Bylaws
SECTION 8.1 Power of Directors to Amend. The Board of Directors shall
have the power to alter, amend or repeal the Bylaws of the Corporation or adopt
new Bylaws for the Corporation as provided in the Certificate of Incorporation
of the Corporation.
SECTION 8.2 Power of Stockholders to Amend. The stockholders shall have
the power to alter, amend or repeal the Bylaws of the Corporation or adopt new
Bylaws of the Corporation as provided in the Certificate of Incorporation of the
Corporation.
ARTICLE 9
Notices
SECTION 9.1 Giving of Notice. Except as otherwise provided by the General
Corporation Law of Delaware, these Bylaws, the Corporation's Certificate of
Incorporation, or resolution of the Board of Directors, every meeting notice or
other notice, demand, bill, statement or other communication (collectively,
"Notice") to or from the Corporation from or to a Director, Officer or
stockholder shall be duly given if it is written or printed and is (a) sent by
first class mail or by overnight service of the U.S. Postal Service, postage
prepaid, (b) sent by any established overnight air courier service, such as
Federal Express, Emery, Airborne or UPS, (c) sent by telegraph, tested telex or
other tested facsimile transmission, (d) delivered by any commercial messenger
service which regularly retains its receipts, or (e) personally delivered,
provided a receipt is obtained reflecting the date of delivery. Notice shall not
be duly given unless all delivery or postage charges are pre-paid. Notice shall
be given to an addressee's most recent address as it appears on the
Corporation's records. A Notice shall be deemed "given" when dispatched for
delivery, or if mailed, on the date postmarked. This Section shall not have
the effect of shortening any notice period provided for in these Bylaws.
SECTION 9.2 Waiver of Notice. Any Notice required by the General
Corporation Law of Delaware, the Certificate of Incorporation or these Bylaws
may be waived in writing at any time by the person entitled to the Notice,
and such waiver shall be equivalent to the giving of notice. Notice of any
meeting shall be waived by attendance (if a stockholders' meeting, in person
or by proxy) at the meeting. A waiver of Notice of a special meeting of
stockholders shall state the purpose for which the meeting was called or the
business to be transacted thereat.
The foregoing are hereby certified by the undersigned officer of the
Corporation to be a true and accurate copy of the Bylaws of the Corporation and
to be in full force and effect this date.
Given under my hand and the seal of the Corporation this 11th day of June,
1999.
Signature
Print Name:
Title:
[CORPORATE SEAL]