EXHIBIT 3. ARTICLES OF INCORPORATION AND BYLAWS
AMENDED: 04.25.95
(ART. III-A - ENTIRETY)
ARTICLES OF INCORPORATION
OLD POINT FINANCIAL CORPORATION
I. Name
The name of the Corporation is Old Point Financial Corporation.
II. Purpose
The purpose for which the Corporation is organized is to act as a
bank holding company and to transact any and all lawful business, not
required to be specifically stated in the Articles of Incorporation,
for which corporations may be incorporated under the Virginia Stock
Corporation Act.
III. Capital Stock
A. General Authorization. The Corporation shall have authority to
issue 6,000,000 shares of Common Stock, par value $5.00 per
share.
B. No Preemptive Rights. Shareholders shall have no preemptive
rights to acquire any unissued shares of the Corporation.
C. Cumulative Voting. At all elections of directors of the
Corporation, each holder of Common Stock shall be entitled to
cast as many votes as shall equal the number of votes which he
would be entitled to cast for the election of directors with
respect to his shares of Common Stock multiplied by the number of
directors to be elected, and he may cast all such votes for a
single director or may distribute them among as many candidates
as he may see fit.
IV. Certain Business Combinations
A. Higher Vote for Certain Business Combinations. The affirmative
vote of the holders of not less than 75% of the outstanding
shares of Common Stock of the Corporation shall be required for
the approval or authorization of a Business Combination (as
hereinafter defined). The foregoing shall not apply to a Business
Combination, and such Business Combination shall require only
such approval as is required by law, if it shall have been
approved by the affirmative vote of at least 80% of the entire
Board of Directors.
B. Certain Definitions. For purposes of this Article IV:
1.A "Business Combination" shall mean (i) any merger or
consolidation of the Corporation of a subsidiary with or into,
or the exchange of shares of Common Stock of the Corporation
for cash or property of, an Acquiring Person, (ii) any sale,
lease, exchange or other disposition of all or substantially
all of the assets of the Corporation or a subsidiary to or
with an Acquiring Person, (iii) any reclassification of
securities (including any reverse stock split),
recapitalization or other transaction that would have the
effect of increasing the voting power of an Acquiring Person,
or (iv) any plan or proposal for the liquidation or
dissolution of the Corporation proposed by or on behalf of an
Acquiring Person.
2.An "Acquiring Person" shall mean any individual, firm,
corporation, trust or any other entity which: (i)
beneficially owns, together with its affiliates and associated
persons, 5% or more of the outstanding shares of Common Stock
of the Corporation; or (ii) though owning less than 5% of such
shares, proposes or undertakes to obtain control or exercise a
controlling influence over the Corporation as determined by
the Board of Directors.
C. Amendment or Repeal. The provisions of this Article shall not be
amended or repealed, nor shall any provision of these Articles of
Incorporation be adopted that is inconsistent with this Article,
unless such action shall have been approved by the affirmative
vote of either: (i) the holders of at least 75% of the
outstanding shares of Common Stock; or (ii) 80% of the entire
Board of Directors and the holders of the requisite number of
shares required under Virginia law for the amendment of articles
of incorporation.
D. Certain Determinations by the Board of Directors. When
evaluating a proposed Business Combination, the Board of
Directors of the Corporation shall, in connection with the
exercise of its judgment in determining what is in the best
interests of the Corporation and its stockholders, give due
consideration not only to price or other consideration being
offered, but also to all other relevant factors, including,
without limitation, (i) the financial and managerial resources
and future prospects of the Acquiring Person, (ii) the possible
effects on the business, employees, customers and creditors of
the Corporation and its subsidiaries. In evaluating any proposed
Business Combination, the Board of Directors shall be deemed to
be performing their duly authorized duties and acting in good
faith and in the best interests of the Corporation and its
stockholders.
Any determination made in good faith by the Board of Directors,
on the basis of information at the time available to it, whether
(i) an individual, firm, corporation or other entity is an
Acquiring Person, (ii) the number of shares of Common Stock
beneficially owned, directly or indirectly, by such person is
more than 5% of the outstanding shares, or (iii) any individual,
firm, corporation or other entity is an "affiliate" or
"associated person" of an Acquiring Person, shall be conclusive
and binding for all purposes of this Article IV.
V. Directors
The number of directors shall be fixed by the Bylaws. Absent any
Bylaw fixing the number of directors, that number shall be 25.
VI. Indemnification and Limit on Liability
A. To the full extent permitted by the Virginia Stock Corporation
Act, as it exists on the date hereof or may hereafter be amended,
each director and officer shall be indemnified by the Corporation
against liabilities, fines, penalties and claims imposed upon or
asserted against him (including amounts paid in settlement) by
reason of having been such director or officer, whether or not
then continuing so to be, and against all expenses (including
counsel fees) reasonably incurred by him in connection therewith,
except in relation to matters as to which he shall have been
finally adjudged liable by reason of his willful misconduct or a
knowing violation of criminal law in the performance of his duty
as such director or officer. The right of indemnification hereby
provided shall not be exclusive of any other rights to which any
director may be entitled.
B. To the full extent that the Virginia Stock Corporation Act, as it
exists on the date hereof or may hereafter be amended, permits
the limitation or elimination of the liability of directors or
officers, a director or officer of the Corporation shall not be
liable to the Corporation or its stockholders for monetary
damages.
C. The Board of Directors is hereby empowered, by a majority vote of
a quorum of disinterested directors, to indemnify or contract in
advance to indemnify any person not specified in subsection (A)
of this Article against liabilities, fines, penalties and claims
imposed upon or asserted against him (including amounts paid in
settlement) by reason of having been an employee, agent or
consultant of the Corporation, whether or not then continuing so
to be, and against all expenses (including counsel fees)
reasonably incurred by him in connection therewith, to the same
extent as if such person were specified as one to whom
indemnification is granted in subsection (a) of this Article.
D. Every reference in this Article to director, officer, employee,
agent or consultant shall include (i) every director, officer,
employee, agent or consultant of the Corporation or any
consultant of the Corporation or any corporation the majority of
the voting stock of which is owned directly or indirectly by the
Corporation, (ii) every former director, officer, employee, agent
or consultant of the Corporation, (iii) every person who may have
served at the request of or on behalf of the Corporation as a
director, officer, employee, agent, consultant or trustee of
another corporation, partnership, joint venture, trust or other
entity, and (iv) in all of such cases, his executors and
administrators.
E. The provisions of this Article VI shall be applicable from and
after its adoption even though some or all of the underlying
conduct or events relating to such a proceeding may have occurred
before such adoption. No amendment, modification or repeal of
this Article VI shall diminish the rights provided hereunder to
any person arising from conduct or events occurring before the
adoption of such amendment, modification or repeal.
F. In the event there has been a change in the composition of a
majority of the Board of Directors after the date of the alleged
act or omission with respect to which indemnification is claimed,
any determination as to indemnification and advancement of
expenses with respect to any claim for indemnification made
pursuant to subsection (A) of this Article VI shall be made by
special legal counsel agreed upon by the Board of Directors and
the proposed indemnitee are unable to agree upon such special
legal counsel, the Board of Directors and the proposed indemnitee
each shall select a nominee, and the nominee shall select such
special legal counsel.
08.11.92
BYLAWS
OF
OLD POINT FINANCIAL CORPORATION
ARTICLE I.
STOCKHOLDERS
AMENDED: 08/11/92
1.1 Annual Meeting. The annual meeting of the stockholders of
the Corporation for the election of directors and for the transaction
of such other business authorized or required to be transacted by the
stockholders shall be held in Hampton, Virginia, at the main office of
the Old Point National Bank, or at any other convenient place
authorized by the Board of Directors, on the fourth Tuesday in April
of each year, but if no election of directors is held on that day, it
may be held on a subsequent date designated by the Board of Directors
or stockholders in accordance with law.
1.2 Special Meetings. Special meetings of the stockholders for
any purpose or purposes shall be held whenever called by the Chairman
of the Board, or by the President if there is no Chairman of the
Board, or by the Board of Directors or by the holders of not less than
one-tenth of all the shares entitled to vote at the meeting.
1.3 Notice of Meetings. Notice of the annual or any special
meeting shall be mailed at least ten days, and not more than fifty
days, prior to the date of the meeting to each registered stockholder
at his address as the same appears on the books of the Corporation. If
the meeting shall be called to act on an amendment to the Articles of
Incorporation or on a plan of merger, consolidation or exchange, or on
a reduction of stated capital, or upon a proposed sale of all or
substantially all of the assets of the Corporation, notice shall be
given not less than twenty-five nor more than fifty days before the
date of the meeting, and such notice shall be accompanied by a copy of
the proposed amendment or plan of merger, consolidation, or exchange,
or the proposed plan for reduction of capital.
1.4 Quorum. At any meeting of the stockholders the holders of a
majority of the shares issued and outstanding, having voting power
(which shall not include any treasury stock held by the Corporation),
being present in person or represented by proxy, shall be a quorum for
all purposes, including the election of directors.
1.5 Voting. At all meetings of the stockholders, stockholders
shall be entitled to vote, either in person or by proxy duly appointed
by an instrument in writing, subscribed by such stockholder or by his
authorized attorney; at all meetings such stockholder shall have one
vote for each share of stock entitled under the provisions of the
charter to voting rights which may be registered in his name upon the
books of the Corporation on the day preceding that on which the
transfer books may be closed by order of the Board of Directors.
Treasury stock held by the Corporation shall not be entitled to vote.
ARTICLE II
BOARD OF DIRECTORS
2.1 Number. The business and affairs of the Corporation shall
be managed and controlled by a Board of Directors which shall consist
of not less than five nor more than twenty-five shareholders, the
exact number within such minimum and maximum limits to be fixed and
determined from time to time by the Board of Directors or by
resolution of the shareholders at any meeting thereof. A director may
be removed at any time with or without cause by a vote of the
stockholders.
2.2 Term of Office. Each director shall serve for the term of
one year and until his successor shall have been duly chosen and
qualified.
2.3 Vacancies. Any vacancy occurring in the Board of Directors,
including a vacancy resulting from an increase of not more than two in
number of directors, may be filled by the affirmative vote of a
majority of the remaining directors though less than a quorum of the
Board of Directors.
2.4 Stockholder Nominations of Directors. Subject to the rights
of holders of any class or series of stock having a preference over
the Common Stock as to dividends or upon liquidation, nominations for
the election of Directors shall be made by the Board of Directors or a
committee appointed by the Board of Directors or by any stockholder
entitled to vote in the election of Directors generally. However, any
stockholder entitled to vote in the election of Directors generally
may nominate one or more persons for election as Directors at a
meeting only if written notice of such stockholder's intent to make
such nomination or nominations has been given, either by personal
delivery or by United States mail, postage prepaid, to the President
of the Corporation not less than 14 days nor more than 50 days in
advance of such meeting, provided, however, that if less than 21 days'
notice of the meeting is given to stockholders, such nomination shall
be mailed or delivered to the President of the Holding Company not
later than the close of business on the seventh day following the day
on which the notice of the meeting was mailed. Each such notice shall
set forth (a) the name and address of the stockholder who intends to
make the nomination and of the person or persons to be nominated; (b)
a representation that the stockholder is a holder of record of stock
of the Corporation entitled to vote at such meeting and intends to
appear in person or by proxy at the meeting to nominate the person or
persons specified in the notice; (c) a description of all arrangements
or understandings between the stockholder and each nominee and any
other person or persons (naming such person or persons) pursuant to
which the nomination or nominations are to be made by the stockholder;
(d) the principal occupation of each nominee; (e) the total number of
shares that to the knowledge of the notifying stockholder will be
voted for each of the nominees; and (f) the consent of each nominee to
serve as a Director of the Corporation if so elected. The Chairman of
the meeting may refuse to acknowledge the nomination of any person not
made in compliance with the foregoing procedure.
ARTICLE III
DIRECTORS' MEETINGS
3.1 Regular Meetings. Regular meetings of the Board of
Directors shall be held annually, immediately following each annual
meeting of stockholders, for the purpose of electing officers and
carrying on such other business as may properly come before such
meeting, and, if necessary, immediately following each special meeting
of stockholders to consider and act upon any matter which may properly
come before such meeting. Any such meeting shall be held at the place
where the stockholders' meeting was held. The Board of Directors may
also adopt a schedule of additional meetings which shall be considered
regular meetings, and such meetings shall be held at the time and
place, within or without the Commonwealth of Virginia, as the Chairman
or, in his absence, the President shall designate.
3.2 Special Meetings. Special meetings of the Board of
Directors shall be held on the call of the Chairman, the President,
any three members of the Board of Directors or a majority of the Board
of Directors at the principal office of the Corporation or at such
other place as shall be designated.
3.3 Telephone Meetings. The Board of Directors may participate
in a meeting by means of conference telephone or similar
communications equipment whereby all persons participating in the
meeting can hear each other, and participation by such means shall
constitute presence in person at such meeting. When such a meeting is
conducted by means of conference telephone or similar communications
equipment, a written record shall be made of the action taken at such
meeting.
3.4 Notice of Meetings. No notice need be given of regular
meetings of the Board of Directors.
Notice of special meetings of the Board of Directors shall be
mailed to each director at least three (3) days, or telegraphed at
least two (2) days prior to the date of the meeting and must set forth
the purpose for which the meeting is called.
3.5 Quorum; Required Vote. A majority of the directors shall
constitute a quorum for the transaction of business by the Board of
Directors. The act of the majority of the directors present at a
meeting at which a quorum is present shall be the act of the Board of
Directors unless the act of a greater number is required by law or
these Bylaws.
3.6 Waiver of Notice. Notwithstanding any other provisions of
law, the Articles of Incorporation or these Bylaws, whenever notice of
any meeting for any purpose is required to be given to any director a
waiver thereof in writing, signed by the person entitled to said
notice, whether before or after the time stated therein, shall be the
equivalent to the giving of such notice.
A director who attends a meeting shall be deemed to have had
timely and proper notice of the meeting unless he attends for the
express purpose of objecting to the transaction of any business
because the meeting is not lawfully called or convened.
3.7 Actions by Directors Without Meeting. Any action required
to be taken at a meeting of the directors, or any action which may be
taken at a meeting of the directors, may be taken without a meeting if
a consent in writing, setting forth the action, shall be signed either
before or after such action by all of the directors. Such consent
shall have the same force and effect as a unanimous vote.
ARTICLE IV
COMMITTEES OF DIRECTORS
4.1 Executive Committee. The Board of Directors, by resolution
adopted by a majority of the number of directors fixed by these
Bylaws, may designate four or more directors to constitute an
Executive Committee. A majority of the members of the Executive
Committee shall constitute a quorum. The Executive Committee shall
meet on the call of any of its members. Notice of any such meeting
shall be given by mail, telephone, telegraph or other means by the
close of business on the day before such meeting is to be held. The
Executive Committee shall have and may exercise all of the authority
of the Board of Directors except to approve (i) an amendment of the
Articles of Incorporation; (ii) a plan of merger or consolidation;
(iii) a plan of exchange under which the Corporation would be
acquired; (iv) the sale, lease or exchange, or the mortgage or pledge
for a consideration other than money, of all, or substantially all,
the property and assets of the Corporation otherwise than in the usual
and regular course of its business; (v) the voluntary dissolution of
the Corporation; (vi) revocation of voluntary dissolution proceedings;
(vii) any employee benefit plan involving the issuance of common
stock; (viii) the compensation paid to a member of the Executive
Committee; or (ix) an amendment of these Bylaws.
4.2 Audit Committee. The Board of Directors may appoint an
Audit Committee consisting of not less than three directors, none of
whom shall be officers, which Committee shall regularly review the
adequacy of internal financial controls, review with the Corporation's
independent public accountants the annual audit and other financial
statements, and recommend the selection of the Corporation's
independent public accountants.
The Audit Committee of the Board of Directors of The Old Point
National Bank may also serve as the Audit Committee for the Board of
Directors of the Corporation.
4.3 Other Committees. The Board of Directors may designate such
other committees with limited authority as it may deem advisable.
4.4 Telephone Meetings. Committees may participate in meetings
by means of conference telephone or similar communications equipment
whereby all persons participating in the meeting can hear each other,
and participation by such means shall constitute presence in person at
such meeting. When such meeting is conducted by means of a conference
telephone or similar communications equipment, a written record shall
be made of the action taken at such meeting.
4.5 Actions by Committees Without Meetings. Any action which
may be taken at a committee meeting, may be taken without a meeting if
a consent in writing, setting forth the action, shall be signed either
before or after such action by all of the members of the committee.
Such consent shall have the same force and effect as an unanimous
vote.
4.6 Committee Rules. Unless the Board of Directors otherwise
provides, each committee designated by the Board of Directors may
adopt, amend and repeal rules for the conduct of its business. In the
absence of direction by the Board of Directors or a provision in the
rules of such committee to the contrary, a majority of the entire
authorized number of members of such committee shall constitute a
quorum for the transaction of business, the vote of a majority of the
members present at a meeting at the time of such vote if a quorum is
then present shall be the act of such committee. Except to the extent
that these Bylaws contain provisions to the contrary, in other
respects each committee shall conduct its business in the same manner
as the Board of Directors is required to conduct its business.
ARTICLE V
OFFICERS AND EMPLOYEES
5.1 Chairman of the Board. The Board of Directors may appoint
one of its members to be Chairman of the Board to serve at the
pleasure of the Board. He shall preside at all meetings of the Board
of Directors. The Chairman of the Board shall supervise the carrying
out of the policies adopted or approved by the Board. He shall have
general executive powers, as well as the specific powers conferred by
these Bylaws. He shall also have and may exercise such further powers
and duties as from time to time may be conferred upon or assigned to
him by the Board of Directors.
5.2 President. The Board of Directors shall appoint one of its
members to be President of the Corporation. In the absence of the
Chairman, he shall preside at any meeting of the Board. The President
shall have general executive powers and shall have and may exercise
any and all other powers and duties pertaining by law, regulation, or
practice, to the Office of President or imposed by these Bylaws. He
shall also have and may exercise such further powers and duties as
from time to time may be conferred upon or assigned to him by the
Board of Directors.
5.3 Vice President. The Board of Directors may appoint one or
more Vice Presidents. Each Vice President shall have such powers and
duties as may be assigned to him by the Board of Directors. One Vice
President shall be designated by the Board of Directors, in the
absence of the President, to perform all the duties of the President.
5.4 Secretary. The Board of Directors shall appoint a Secretary
or other designated officer who shall be Secretary of the Board and of
the Corporation, and shall keep accurate minutes of all meetings. He
shall attend to the giving of all notices required by these Bylaws to
be given. He shall be custodian of the corporate seal, records,
documents and papers of the Corporation. He shall provide for the
keeping of proper records of all transactions of the Corporation. He
shall have and may exercise any and all other powers and duties
pertaining by law, regulation or practice, to the Office of Secretary
or imposed by these Bylaws. He shall also perform such other duties as
may be assigned to him, from time to time, by the Board of Directors.
5.5 Other Officers. The Board of Directors may appoint such
other officers as from time to time may appear to the Board of
Directors to be required or desirable to transact the business of the
Corporation. Such officers shall respectively exercise such powers and
perform such duties as to pertain to their several offices, or as may
be conferred upon, or assigned to, them by the Board of Directors, the
Chairman of the Board, or the President.
5.6 Clerks and Agents. The Board of Directors may appoint, from
time to time, such clerks, agents and employees as it may deem
advisable for the prompt and orderly transaction of the business of
the Corporation, define their duties, fix the salaries to be paid to
them and dismiss them. Subject to the authority of the Board of
Directors, the President, or any other officer of the Corporation
authorized by him, may appoint and dismiss all or any clerks, agents
and employees and prescribe their duties and the conditions of their
employment, and from time to time fix their compensation.
5.7 Tenure of Office. The President shall hold his office for
the current year for which the Board of which he shall be a member was
elected, unless he shall resign, become disqualified, or be removed;
and any vacancy occurring in the Office of President shall be filled
promptly by the Board of Directors.
ARTICLE VI
CERTIFICATES OF STOCK
6.1 Form and Issuance. Certificates of stock shall be in such
form as may be approved by the Board of Directors and shall be signed
by the President or any Vice President and the Secretary or an
Assistant Secretary or the Treasurer or an Assistant Treasurer, and
may (but need not) be sealed with the seal of Corporation or a
facsimile thereof. Any such signature may be a facsimile.
6.2 Lost, Stolen or Destroyed Stock Certificates; Issuances of
New Certificates. The Corporation may issue a new certificate of
stock in the place of any certificate theretofore issued by it,
alleged to have been lost, stolen or destroyed, and the Corporation
may require the owner of the lost, stolen or destroyed certificate, or
his legal representative, to give the Corporation a bond sufficient to
indemnify it against any claim that may be made against it on account
of the alleged loss, theft or destruction of any such certificate or
the issuance of such new certificate.
6.3 Transfer. The Board of Directors shall have power and
authority to make all such rules and regulations as they may deem
expedient concerning the issue, registration and transfer of
certificates of stock and may appoint transfer agents or clerks and
registrars thereof. Unless otherwise provided, transfers of shares of
stock by the Corporation shall be made upon its books by surrender of
the certificates for the shares transferred accompanied by an
assignment in writing by the holder and may be accomplished either by
the holder in person or by a duly authorized attorney-in-fact.
6.4 Recognition of Other Stock Certificates. The Corporation
will recognize as its own common stock certificates those stock
certificates representing shares of common stock of The Old Point
National Bank of Phoebus, which certificates have not been heretofore
exchanged for certificates representing shares of common stock of the
Corporation.
ARTICLE VII
AMENDMENTS
7.1 New Bylaws and Alterations. These Bylaws may be amended or
repealed and new Bylaws may be made at any regular or special meeting
of the Board of Directors by the vote of a majority thereof. However,
Bylaws made by the Board of Directors may be repealed or changed and
new Bylaws may be made by the stockholders and the stockholders may
prescribe that any Bylaw made by them shall not be altered, amended or
repealed by the directors.
ARTICLE VIII
CORPORATE SEAL
8.1 The President, any Vice President, the Secretary or any
Assistant Secretary, or other officer thereunto designated by the
Board of Directors, shall have the authority to affix the corporate
seal to any document requiring such seal, and to attest the same. Such
seal shall be substantially in the following form:
ARTICLE IX
MISCELLANEOUS PROVISIONS
9.1 Fiscal Year. The fiscal year of the Corporation shall be
the calendar year.
9.2 Execution of Instruments. All agreements, indentures,
mortgages, deeds, conveyances, transfers, certificates, declarations,
receipts, discharges, releases, satisfactions, settlements, petitions,
schedules, accounts, affidavits, bonds, undertakings, proxies and
other instruments or documents may be signed, executed, acknowledged,
verified, delivered or accepted in behalf of the Corporation by the
Chairman of the Board, or the President, or any Vice President, or the
Secretary. Any such instruments may also be executed, acknowledged,
verified, delivered or accepted in behalf of the Corporation in such
other manner and by such other officers as the Board of Directors may
from time to time direct. The provisions of this Section 9.2 are
supplementary to any other provision of these Bylaws.
9.3 Records. The Articles of Incorporation, the Bylaws and the
proceedings of all meetings of the shareholders, the Board of
Directors, standing committees of the Board, shall be recorded in
appropriate minute books provided for the purpose. The minutes of each
meeting shall be signed by the Secretary or other officer appointed to
act as Secretary of the meeting.
ARTICLE X
EMERGENCY BYLAWS
10.1 Effect.
The provision of this Article X shall be effective during any
emergency resulting from an attack on the United States or any nuclear
or atomic disaster (hereinafter called an "Emergency").
10.2 Board of Directors.
During an emergency, the director or directors in attendance at
the meeting shall constitute a quorum. A meeting of the Board of
Directors may be called by any director or officer of the Corporation.
Notice of any meeting during an emergency may be given only to such of
the directors as it may be feasible to reach at the time and by such
means as may be feasible at the time, including publication or radio.
If no director is present, the three most senior officers of the
Corporation, as hereinafter defined, present shall be deemed directors
for the purpose of such meeting and shall have all of the authority of
the Board of Directors. As used in this Article, officers shall take
seniority as follows:
President
Executive Vice President (if the Board of Directors has elected such
an officer)
Senior Vice President (if the Board of Directors has elected such
an officer)
First Vice President (if the Board of Directors has elected
such an officer)
Vice President (if the Board of Directors has elected such an
officer)
Treasurer
Assistant Vice President (if the Board of Directors has elected such
an officer)
Assistant Treasurer (if the Board of Directors has elected such
an officer)
Secretary
Within each officer class, officers shall take seniority on the
basis of length of service in such office or, in the event of
equality, length of service as an officer of the Corporation.
10.3 Executive Authority.
The Board of Directors shall provide lines of succession of
executive authority which, until altered by the Board of Directors
either before or during an emergency, shall be effective during an
emergency.
10.4 Operations.
It shall be the duty of the senior officer present at each office
of the Corporation during an emergency when communication with the
President is impractical, and he is hereby authorized, to take such
action as he shall think necessary or desirable to protect the assets
of the Corporation and provide service to its customers.
10.5 Indemnity.
No officer, director or employee acting in accordance with this
Article shall be liable except for willful misconduct.