EXHIBIT 3(ii)
BY-LAWS
OF
SUMMIT FINANCIAL GROUP, INC.
Article I. Offices.
The principal office of the corporation shall be located at 310 N. Main
Street, the City of Moorefield, County of Hardy, and the State of West Virginia
26836. The corporation may have such other offices, either within or without the
State of West Virginia, as the board of directors may designate or as the
business of the corporation may require from time to time.
Article II. Shareholders.
Section 1. Annual Meeting. The annual meeting of the shareholders shall be
held on the third Tuesday in the month of April in each year, beginning with the
year 1988, at the hour of 12:00 o'clock noon, or such other date and/or time as
may be determined by the board of directors, for the purpose of electing
directors and for the transaction of such other business as may come before the
meeting.
Section 2. Special Meetings. Special meetings of the shareholders, for any
purpose or purposes, unless otherwise prescribed by statute, may be called by
the president or by the board of directors, and shall be called by the president
at the request of the holders of not less than 10% of all the outstanding shares
of the corporation entitled to vote at the meeting.
Section 3. Place of Meeting. The board of directors may designate any
place, either within or without the State of West Virginia, as the place of
meeting for any annual meeting or for any special meeting called by the board of
directors. A waiver of notice signed by all shareholders entitled to vote at a
meeting may designate any place, either within or without the State of West
Virginia, as the place for the holding of such meeting. If no designation is
made, or if a special meeting be otherwise called, the place of meeting shall be
the principal office of the corporation in the State of West Virginia.
Section 4. Notice of Meeting. Written or printed notice stating the place,
day, and hour of the meeting and, in case of a special meeting, the purpose of
purposes for which the meeting is called, shall be delivered not less than ten
nor more than fifty days before the date of the meeting, either personally or by
mail, by or at the direction of the president, or the secretary, or the officer
or persons calling the meeting, to each shareholder of record entitled to vote
at such meeting. If mailed, such notice shall be deemed to be delivered when
deposited in the United States mail, addressed to the shareholder at his address
as it appears on the stock transfer books of the corporation, with postage
thereon prepaid.
Section 5. Closing of Transfer Books or Fixing of Record Date. For the
purpose of determining shareholders entitled to notice of or to vote at any
meeting of shareholders or any adjournment thereof, or shareholders entitled to
receive payment of any dividend, or in order to make a determination of
shareholders for any other proper purpose, the board of directors of the
corporation may provide that the stock transfer books shall be closed for a
stated period but not to exceed, in any case, fifty days. If the stock transfer
books shall be closed for the purpose of determining shareholders entitled to
notice of or to vote at a meeting of shareholders, such books shall be closed
for at least ten 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 shareholders, such date in any case to
be not more than fifty days and, in case of a meeting of shareholders, not less
than ten days prior to the date on which the particular action, requiring such
determination of shareholders, is to be taken. If the stock transfer books are
not closed and no record date is fixed for the determination of shareholders
entitled to notice of or to vote at a meeting of shareholders, or shareholders
entitled to receive payment of a dividend, the date on which notice of the
meeting is mailed 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 shareholders. When a determination of shareholders
entitled to vote at any meeting of shareholders has been made as provided in
this section, such determination shall apply to any adjournment thereof.
Section 6. Voting Record. The officer or agent having charge of the stock
transfer books for shares of the corporation shall make a complete record of the
shareholders 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 shall be kept on file at the office of the corporation
and shall be subject to inspection by any shareholder 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 shareholder
during the whole time of the meeting. The original stock transfer book shall be
prima facie evidence as to who are the shareholders entitled to examine such
list or transfer books or to vote at any meeting of shareholders.
Section 7. Quorum. A majority of the outstanding shares of the corporation
entitled to vote, represented in person or by proxy, shall constitute a quorum
at a meeting of shareholders. If less than a majority of the outstanding shares
are represented at a meeting, a majority of the shares so represented may
adjourn the meeting from time to time without further notice. At such adjourned
meeting at which a quorum shall be present or represented, any business may be
transacted which might have been transacted at the meeting as originally
notified. The shareholders present at a duly organized meeting may continue to
transact business until adjournment, notwithstanding the withdrawal of enough
shareholders to leave less than a quorum.
Section 8. Proxies. At all meetings of shareholders, a shareholder may
vote by proxy executed in writing by the shareholder 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
eleven months from the date of its execution, unless otherwise provided in the
proxy.
Section 9. Voting of Shares. Subject to the provisions of Section 11 of
this Article II, each outstanding share entitled to vote shall be entitled to
one vote upon each matter submitted to a vote at a meeting of shareholders.
Section 10. Voting of Shares by Certain Holders. Unless otherwise provided
by law or governing instrument of the corporation, shares of the corporation
shall be voted as follows. 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 other corporation may prescribe or, in the absence of such provisions,
as the board of directors of such other corporation may determine.
Shares held by an administrator, executor, guardian, committee, curator,
or conservator may be voted by him, either in person or by proxy, without a
transfer of such shares into his name. 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.
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 so to do be
contained in an appropriate order of the court by which such receiver was
appointed.
A shareholder 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.
On and after the date on which written notice of redemption of redeemable
shares has been mailed to the holders thereof and a sum sufficient to redeem
such shares has been deposited with a bank or trust company with irrevocable
instruction and authority to pay the redemption price to the holders thereof
upon surrender of certificates therefor, such shares shall not be entitled to
vote on any matter and shall not be deemed to be outstanding shares.
Section 11. Cumulative Voting. At each election for directors every
shareholder entitled to vote at such election shall have the right to vote, in
person or by proxy, the number of shares owned by him for as many persons as
there are directors to be elected and for whose election he has a right to vote,
or to cumulate his votes by giving one candidate as many votes as the number of
such directors multiplied by the number of his shares shall equal, or by
distributing such votes on the same principle among any number of candidates.
Section 12. Informal Action by Shareholders. Any action required to be
taken at a meeting of the shareholders, or any other action which may be taken
at a meeting of the shareholders, may be taken without a meeting if a consent in
writing, setting forth the action so taken, shall be signed by all of the
shareholders entitled to vote with respect to the subject matter thereof.
Article III. Board of Directors.
Section 1. General Powers. The business and affairs of the
corporation shall be managed by its board of directors.
Section 2. Number, Tenure and Qualifications. The number of directors of
the corporation shall be not less than nine (9) nor more than twenty-one (21).
Each and every outside director must own in his or her name a minimum of 1,000
shares of the Company's common stock. Ownership is defined as owning the shares
in the individual's own name, jointly with spouse, or owned by a company where
the director owns controlling interest. Full-time employee directors are exempt
from this requirement. A director need not be a resident of the State of West
Virginia.
Section 3. Regular Meetings. A regular meeting of the board of directors
shall be held without other notice than this bylaw immediately after, and at the
same place as, the annual meeting of shareholders. The board of directors may
provide, by resolution, the time and place, either within or without the State
of West Virginia for the holding of additional regular meetings without other
notice than such resolution.
Section 4. Special Meetings. Special meetings of the board of directors
may be held at any time by the call of the president, the chairman of the board
or any four 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 West Virginia, as the place for holding any special meeting of the board of
directors called by them.
Section 5. Notice. Notice of any special meeting shall be given at least
two days previously thereto by written notice delivered personally or mailed to
each director at his business address, or by telegram. If mailed, such notice
shall be deemed to be delivered when deposited in the United States mail so
addressed, with postage thereon prepaid. If notice be given by telegram, such
notice shall be deemed to be delivered when the telegram is delivered to the
telegraph company. The presence of any director at a meeting shall constitute a
waiver of notice of such meeting as to that director, except when 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 except that such notice must set forth the nature of the business
intended to be transacted if such business is (a) amending the bylaws or (b)
authorizing the sale of all or substantially all of the assets of the
corporation.
Section 6. Quorum. A majority of the number of directors fixed by Section
2 of this Article III shall constitute a quorum of the transaction of business
at any meeting of the board of directors, but if less than such majority is
present at a meeting, a majority of the directors present may adjourn the
meeting from time to time without further notice.
Section 7. Manner of Acting. 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. Notwithstanding the foregoing, the following actions shall require
the act of at least three-fourths of the directors: (a) mergers and closures of
banks and branches; (b) any amendment to the Articles of Incorporation or Bylaws
of the corporation; (c) the adoption of any agreement or plan to merge,
consolidate, liquidate, dissolve or sell shares of stock or the sale, lease or
exchange of all or substantially all the assets of the corporation; and (d) any
change to Potomac Valley Bank's name. In the event any matter should come before
the board of directors as to which one of the directors has or may have a
conflict of interest, said director shall abstain from voting thereon, and the
remaining director or directors, as the case may be, shall have full and
complete authority to consider and vote upon such matter, and such vote shall be
binding upon the corporation.
Section 8. Vacancies. Any vacancy occurring in the board 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. A director elected to fill
a vacancy shall be elected for the unexpired term of his predecessor in office.
Any directorship to be filled by the board of directors at their regular meeting
or at a special meeting called for that purpose.
Section 9. Compensation. By resolution of the board of directors, the
directors may be paid their expenses, if any, of attendance at each meeting of
the board of directors, and may be paid a fixed sum for attendance at each
meeting of the board of directors or a stated salary as director. No such
payment shall preclude any director from serving the corporation in any other
capacity and receiving compensation therefor.
Section 10. Presumption of Assent. A director of the corporation who is
present at a meeting of the board of directors at which action on any corporate
matter is taken shall be presumed to have assented to the action taken unless
his dissent shall be entered in the minutes of the meeting or unless he shall
file his written dissent to such action with the person acting as the secretary
of the meeting before the adjournment thereof or shall forward such dissent by
registered mail to the secretary of the corporation immediately after the
adjournment of the meeting. Such right to dissent shall not apply to a director
who voted in favor of such action.
Section 11. Informal Action by Directors. Any action required to be taken
at a meeting of the directors or of a committee, or any other action which may
be taken at a meeting of the directors, or of a committee, 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 or all of the members of the committee entitled
to vote with respect to the subject matter thereof.
Article IV. Officers.
Section 1. Number. The officers of the corporation shall be a President,
Treasurer, Secretary, Assistant Secretary and Chairman of the Board, each of
whom shall be elected by the board of directors. Such other officers and
assistant officers as may be deemed necessary may be elected or appointed by the
board of directors. Any two or more officers may be held by the same person,
except the offices of president and secretary.
Section 2. Election and Term of Office. The officers of the corporation to
be elected by the board of directors shall be elected annually by the board of
directors at the first meeting of the board of directors held after each annual
meeting of the shareholders. If the election of officers shall not be held at
such meeting, such election shall be held as soon thereafter as conveniently may
be. Each officer shall hold office until his successor shall have been duly
elected and shall have qualified or until his death or until he shall resign or
shall have been removed or in the manner hereinafter provided.
Section 3. Removal. Any officer or agent elected or appointed by the board
of directors may be removed by the board of directors whenever in its judgment
the best interests of the corporation would be served thereby, but such removal
shall be without prejudice to the contract rights, if any, of the person so
removed. Election or appointment of an officer or agent shall not of itself
create contract rights.
Section 4. Vacancies. A vacancy in any office because of death,
resignation, removal, disqualification or otherwise, may be filled by the
board of directors for the unexpired portion of the term.
Section 5. President. The president shall be the principal executive
officer of the corporation and, subject to the control of the board of
directors, shall in general supervise and control all of the business and
affairs of the corporation. He shall, when present, and in the absence of the
chairman of the board, preside at all meetings of the shareholders and of the
board of directors. He may sign, individually, or with the secretary or any
proper officer of the corporation thereunto authorized by the board of
directors, certificates for shares of the corporation, any deeds, mortgages,
bonds, contracts, or other instruments for the corporation, except in cases
where the signing and execution thereof shall be expressly delegated by the
board of directors or by these by-laws to some other officer or agent of the
corporation, or shall be required by law to be otherwise signed or executed; and
in general shall perform all duties as may be prescribed by the board of
directors from time to time.
Section 6. The Secretary. The secretary shall: (a) keep the minutes of the
shareholders' and of the board of directors' meetings in one or more books
provided for that purpose; (b) see that all notices are duly given in accordance
with the provisions of these by-laws or 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 shareholder which shall be furnished to the
secretary by such shareholder; (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; and (g) in general perform all
duties incident to the office of secretary and such other duties as from time to
time may be assigned to him by the president or by the board of directors.
Section 7. The Assistant Secretary. The assistant secretary shall assist
the secretary in performing the duties of secretary of the corporation and in
the secretary's absence, or at his or her request, and with the approval of the
board of directors, shall perform the duties to be performed by the secretary.
The assistant secretary shall otherwise perform all duties incident to the
office of secretary and such other duties as from time to time may be assigned
to him or her by the president or by the board of directors.
Section 8. The Treasurer. The treasurer shall also (a) have charge and
custody of and be responsible for all funds and securities of the corporation;
(b) receive and give receipts and 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 in accordance with the provisions of Article V of these by-laws; and
(c) in general perform all of the duties incident to the office of treasurer and
such other duties as from time to time may be assigned to him by the president
or by the board of directors.
Section 9. Chairman of the Board. The Chairman of the Board shall preside
at all meetings of the directors and shareholders. He shall have the authority
to constitute, create and disband such committees as he shall deem necessary or
helpful to the conduct of the affairs of the corporation. Committees shall have
such power to act on behalf of the board of directors as the board shall
determine from time to time.
Section 10. Salaries. The salaries of the officers shall be fixed from
time to time by the board of directors and no officer shall be prevented from
receiving such salary by reason of the fact that he is also a director of the
corporation.
Article IV. Contracts, Loans, Checks and Deposits.
Section 1. Contracts. The board of directors may authorize any officer or
officers, agent or agents, to enter into any contract or execute and deliver any
instrument in the name of and on behalf of the corporation, and such authority
may be general or confined to specific instances; provided, however, that no
construction contract shall be binding upon the corporation unless and until
acceptance thereof has been made by the unanimous action of the directors.
Section 2. Loans. Loans shall be contracted on behalf of the corporation
and evidences of indebtedness shall be issued in its name in such manner as
shall from time to time be determined by resolution of the board of directors.
Such authority may be general or confined to specific instances.
Section 3. Checks, Drafts, etc.. All checks, drafts or other orders for
the payment of money, notes or other evidences of indebtedness issued in the
name of the corporation, shall be signed by such officer or officers, agent or
agents of the corporation and in such manner as shall from time to time be
determined by resolution of the board of directors.
Section 4. Deposits. All funds of the corporation not otherwise employed
shall be deposited from time to time to the credit of the corporation in such
banks, trust companies or other depositories as the board of directors may
select.
Article VI. Certificates for Shares and their Transfer.
Section 1. Certificates for Shares. Certificates representing shares of
the corporation shall be in such form as shall be determined by the board of
directors. Such certificates shall be signed by the president or a vice
president and by the secretary. All certificates for shares shall be
consecutively numbered or otherwise identified. The name and address of the
person to whom the shares represented thereby are issued, with the number of
shares and date of issue, shall be entered on the stock transfer books of the
corporation. All certificates surrendered to the corporation for transfer shall
be canceled and no new certificate shall be issued until the former certificate
for a like number of shares shall have been surrendered and canceled, except
that in case of a lost, destroyed or mutilated certificate, a new one may be
issued therefor upon such terms and indemnity to the corporation as the board of
directors may prescribe.
Section 2. Transfer of Shares. Transfer of shares of the corporation shall
be made only on the stock transfer books of the corporation by the holder of
record thereof or by his legal representative, who shall furnish proper evidence
of authority to transfer, or by his attorney thereunto authorized by power of
attorney duly executed and filed with the secretary of the corporation, and on
surrender for cancellation of the certificate for such shares. The person in
whose name shares stand on the books of the corporation shall be deemed by the
corporation to be the owner thereof for all purposes.
Article VII. Dividends.
The Board of directors may from time to time declare, and the corporation
may pay, dividends on its outstanding shares in the manner and upon the terms
and conditions provided by law and its articles of incorporation.
Article VIII. Seal.
The board of directors shall provide a corporate seal which shall be
circular in form and shall have inscribed thereon the name of the corporation,
the state and year of incorporation, and the words "Corporate Seal", but the
board may adopt a different seal from time to time.
Article IX. Waiver of Notice.
Whenever any notice is required to be given to any shareholder or director
of the corporation under the provisions of these bylaws or under the provisions
of the articles of incorporation or under the provisions of law, a waiver
thereof in writing, signed by the person or persons entitled to such notice,
whether before or after the time stated therein, shall be deemed equivalent to
the giving of such notice.
Article X. Amendments.
These Bylaws may be altered, amended or repealed and new Bylaws may be
adopted by the board of directors at any regular or special meeting of the board
of directors by a vote of three fourths of the board of directors or by a
majority of the stockholders.
/s/ Oscar M. Bean
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Oscar M. Bean
Secretary