AMENDED AND RESTATED
BYLAWS
OF
SUMMIT FINANCIAL CORPORATION
ADOPTED JULY 15, 2002
ARTICLE I
OFFICES
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The corporation shall maintain a registered office in the State of South
Carolina as required by law. The registered office need not be identical with
the principal place of business of the corporation and the address of the
registered office may be changed from time to time by the corporation. The
corporation may maintain such places of business, either within or without the
State of South Carolina, as the business of the corporation may from time to
time require.
ARTICLE II
CAPITAL STOCK
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2.1 Stock Certificates. Certificates representing shares of the
corporation's capital stock shall be in such form as shall be determined by the
Board of Directors. Stock certificates shall be numbered consecutively in the
order in which they are issued. They shall be signed by, or bear the facsimile
signature of, the President and the Chairman of the Board or the Secretary. The
seal of the corporation or a facsimile thereof shall be affixed thereto. In an
appropriate place in the corporate records shall be entered the name of the
person owning the shares, the number of shares and the date of issue.
2.2 Transfer of Stock. Transfers of stock shall be made on the stock
books of the corporation by the holder in person or by power of attorney by
surrender of the old certificate for such shares, duly assigned.
2.3 Shareholders of Record. 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 may fix a future date in accordance with
law. If no record date is fixed for determining the shareholders entitled to
notice of, or to vote at, any meeting of shareholders or to receive payment of
any dividend, the date on which notice of the meeting is mailed or the date on
which the Board of Directors adopts the resolution declaring such dividend, as
the case may be, shall be the record date for such determination. The
corporation shall keep at its registered office or principal place of business,
or at the office of its transfer agent or registrar, a record of its
shareholders, giving the names and addresses of all shareholders, and the number
and class of the shares held by each.
ARTICLE III
FISCAL YEAR
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The fiscal year of the corporation shall be the calendar year.
ARTICLE IV
SHAREHOLDER MEETINGS
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4.1 Annual Meetings. The annual meeting of the shareholders shall be
held within six months following the end of the corporation's fiscal year for
the purpose of electing directors and for the transaction of such other business
as may come before the meeting. The exact time and place of the annual meet-ing
shall be determined by the Board of Directors. If the annual meeting shall not
be held within the period designated by these Bylaws, a substitute annual
meeting may be called in accordance with the provisions of Section 4.3 of this
Article IV. A meeting so called shall be designated and treated for all
purposes as the annual meeting.
4.2 Special Meetings. Special meetings of the shareholders may be called at
any time by the Chairman of the Board of Directors or the President or by the
Secretary upon the direction of the Board of Directors.
4.3 Notice Requirements. Written 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 by the President, the Secretary
or the person or persons calling the meeting, to each shareholder of record
entitled to vote at such meeting. Such notice shall be given not less than ten
or more than 60 days before the date of the meeting, by mail or private carrier
or telegraph or other form of wire or wireless communication. 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 first class postage thereon prepaid.
4.4 Waiver of Notice. Notice of a meeting need not be given to any
shareholder who signs a written waiver of notice, in person or by proxy, either
before or after the meeting; and a shareholder's waiver shall be deemed the
equivalent of giving proper notice. Attendance of a shareholder at a meeting,
either in person or by proxy, shall of itself constitute waiver of lack of
notice, or defective notice, of the meeting and waiver of any and all objections
to the place of the meeting, the time of the meeting or the manner in which it
has been called or convened, except when a shareholder attends a meeting solely
for the express purpose of stating, at the beginning of the meeting, any such
objection or objections to holding the meeting or transacting any business of
the meeting. Except as required in the notice of a special meeting, neither the
business transacted nor the pur-pose of the meeting need be specified in the
waiver.
4.5 Quorum. The majority of the shares of the corporation entitled to vote,
represented in person or by proxy, shall constitute a quorum at any and all
meetings of the shareholders. When a quorum is once present to organize a
meeting, it is not broken by the subsequent withdrawal of any of those present.
A meeting may be adjourned despite the absence of a quorum.
4.6 Proxies. A shareholder entitled to vote may vote in person or by proxy
given in accordance with law by the shareholder or by his attorney-in-fact. Each
proxy must have an effective date. Unless otherwise specified therein an
appointment of a proxy is valid for 11 months.
4.7 Action by Consent. Any action required or permitted to be taken by vote
at a meeting of the shareholders may be taken without a meeting if a written
consent setting forth the action so taken is signed by all the shareholders
entitled to vote thereon and filed with the Secretary of the corporation. Any
such consent may be executed in one or more counterparts.
4.8 Conduct of Meetings. Meetings of shareholders shall be presided over by
the Chairman of the Board of Directors or, in the absence of the Chairman, the
Vice Chairman of the Board of Directors or, in the absence of the Vice Chairman,
by the President. The Secretary or, in the Secretary's absence, an Assistant
Secretary or, in the absence of the Secretary and all Assistant Secretaries, a
person whom the chairman of the meeting shall appoint shall act as secretary of
the meeting and keep a record of the proceedings thereof.
The Board of Directors shall be entitled to make such rules, regulations
and procedures for the conduct of meetings of shareholders as it shall deem
necessary, appropriate or convenient. Subject to such rules, regulations and
procedures of the Board of Directors, if any, the chairman of the meeting shall
have the right and authority to prescribe such rules, regulations and procedures
and to do all such acts as, in the judgment of such chairman, are necessary,
appropriate or convenient for the proper conduct of the meeting, including,
without limitation, establishing (a) an agenda or order of business for the
meeting, (b) rules, regulations and procedures for maintaining order at the
meeting and the safety of those present, (c) limitations on participation in
such meeting to shareholders of record of the corporation and their duly
authorized and constituted proxies and such other persons as the chairman shall
permit, (d) restrictions on entry to the meeting after the time fixed for the
commencement thereof, (e) limitations on the time allotted to questions or
comments by participants and (f) rules, regulations and procedures governing the
opening and closing of the polls for balloting and matters which are to be voted
on by ballot. Unless and to the extent determined by the Board of Directors or
the chairman of the meeting, meetings of shareholders shall not be required to
be held in accordance with rules of parliamentary procedure.
4.9. Nominations by Shareholders and Shareholder Proposals - Annual Meeting.
Nominations of persons for election to the Board of Directors and the
proposal of business to be considered by the shareholders may be made at an
annual meeting of shareholders (a) by or at the direction of the Board of
Directors or (b) by any shareholder of the corporation who was a shareholder of
record at the time of giving of notice by such shareholder provided for in this
Section, who is entitled to vote at the meeting and who complied with the notice
procedures set forth below in this Section.
For nominations or other business to be properly brought before an annual
meeting by a shareholder pursuant to clause (b) of the foregoing paragraph of
this Section 4.9, the shareholder must have given timely notice thereof in
writing to the Secretary of the corporation. To be timely, a shareholder's
notice shall be delivered to and received by the Secretary at the principal
office of the corporation not less than 120 days prior to the first anniversary
of the date of the proxy statement sent to shareholders in connection with the
preceding year's annual meeting; provided, however, that if the date of the
annual meeting is advanced by more than 30 days or delayed by more than 60 days
from the anniversary date of the preceding year's annual meeting, notice by the
shareholder to be timely must be so delivered not later than the close of
business on the later of (i) the 120th day prior to such annual meeting or (ii)
the 10th day following the day on which public announcement of the date of such
meeting is first made.
Notwithstanding anything in the second sentence of the preceding paragraph
to the contrary, if the number of directors to be elected to the Board of
Directors is increased and there is no public announcement naming all of the
nominees for director or specifying the size of the increased Board of Directors
made by the corporation at least 120 days prior to the first anniversary of the
date of the proxy statement sent to shareholders in connection with the
preceding year's annual meeting, a shareholder's notice required by this Bylaw
shall also be considered timely, but only with respect to nominees for any new
positions created by such increase, if it shall be delivered to and received by
the Secretary at the principal office of the corporation not later than the
close of business on the 10th day following the day on which such public
announcement is first made by the corporation.
Such shareholder's notice shall set forth (a) as to each person whom the
shareholder proposes to nominate for election or reelection as a director all
information relating to such person that is required to be disclosed in
solicitations of proxies for election of directors, or is otherwise required, in
each case pursuant to Regulation 14A under the Securities Exchange Act of 1934,
as amended (the "Exchange Act") (including such person's written consent to
being named in the proxy statement as a nominee and to serving as a director if
elected) and a description of all arrangements and understandings between the
nominating shareholder and the nominee or any other person (naming such person)
relating to the nomination; (b) as to any other business that the shareholder
proposes to bring before the meeting, a brief description of the business
desired to be brought before the meeting, the reasons for conducting such
business at the meeting and any material interest in such business of such
shareholder and the beneficial owner, if any, on whose behalf the proposal is
made; (c) as to the shareholder giving the notice and the beneficial owner, if
any, on whose behalf the nomination or proposal is made (i) the name and address
of such shareholder, as they appear on the corporation's books, and of such
beneficial owner, and (ii) the class and number of shares of the corporation
that are owned beneficially and of record by such shareholder and such
beneficial owner.
Only such persons who are nominated in accordance with the procedures set forth
in these Bylaws shall be eligible to serve as directors and only such business
shall be conducted at an annual meeting of shareholders as shall have been
brought before the meeting in accordance with the procedures set forth in this
Section. The chairman of the meeting shall have the power and duty to determine
whether a nomination or any business proposed to be brought before the meeting
was made in accordance with the procedures set forth in this Section and, if any
proposed nomination or business is not in compliance with this Section, to
declare that such defective proposal shall be disregarded.
For purposes of this Section, "public announcement" shall mean disclosure
in a press release reported by the Dow Jones News Service, Associated Press or
comparable national news service, or in a document mailed to all shareholders of
record.
4.10. Nominations at Special Meetings. Directors are to be elected at a
special meeting of shareholders only (a) if the Board of Directors so determines
or (b) to fill a vacancy created by the removal of a director at such special
meeting. Nominations of persons for election to the Board of Directors may be
made at a special meeting of shareholders at which directors are to be elected
(a) by or at the direction of the Board of Directors or (b) by any shareholder
of the corporation who was a shareholder of record at the time of giving of
notice by such shareholder provided for in this Section, who is entitled to vote
at the meeting and who complied with the notice procedures set forth below in
this Section.
Nominations by a shareholder of persons for election to the Board of Directors
may be made at such a special meeting of shareholders at which directors are to
be elected if the shareholder's notice required by the fourth paragraph of
Section 4.9 of this Article IV shall be delivered to and received by the
Secretary of the corporation at the principal office of the corporation not
earlier than the 120th day prior to such special meeting and not later than the
close of business on the later of the 90th day prior to such special meeting or
the 10th day following the day on which public announcement (as defined in
Section 4.9 of this Article IV) is first made of the date of the special meeting
and of the nominees proposed by the Board of Directors to be elected at such
meeting.
Only such persons who are nominated in accordance with the procedures set
forth in these Bylaws shall be eligible to serve as directors and only such
business shall be conducted at a special meeting of shareholders as shall have
been brought before the meeting in accordance with the procedures set forth in
Section 4.2 and 4.3 of this Article IV. The chairman of the meeting shall have
the power and duty to determine whether a nomination or any business proposed to
be brought before the special meeting was made in accordance with the procedures
set forth in this Section and, if any proposed nomination or business is not in
compliance with this Section, to declare that such defective proposal shall be
disregarded.
ARTICLE V
DIRECTORS
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5.1 Powers. The business and affairs of the corporation shall be
managed under the direction of its Board of Directors.
5.2 Number and Qualifications. The number of directors of the
corporation shall be not less than nine and not more than 20 as determined from
time to time by the Board of Directors. A director who has attained the age of
70 shall no longer be eligible to serve as a director of the corporation as of
the last calendar day of the year in which the director turns 70.
5.3 Vacancies. Except as otherwise required by law or the
corporation's Articles of Incorporation, any vacancy occurring in the Board of
Directors may be filled by the affirmative vote of a majority of the remaining
directors, even if less than a quorum of the Board of Directors. A director
elected to fill a vacancy shall hold office only until the next stockholders'
meeting at which directors are elected and until a successor shall be elected
and qualified.
5.4 Removal. Any or all of the directors may be removed without
assignment of cause by vote of a majority of all the shares entitled to vote.
5.5 Compensation. The Board of Directors may authorize payment to directors
of compensation for attendance at meetings and/or for serving as director.
Directors who are also salaried officers of the corporation or of any affiliated
company may receive additional compensation for service as directors if approved
by the Board of Directors. The Board of Directors may also authorize the
payment of, or reimbursement for, all expenses of each director related to such
director's attendance at meetings.
5.6 Chairman and Vice-Chairman. The Board of Directors may elect one of the
directors as Chairman and one of the directors as Vice Chairman. The Chairman
or, in his absence, the Vice Chairman, shall preside at all meetings of the
Board of Directors and meetings of shareholders. The Chairman and the Vice
Chairman shall have such other duties as the Board may from time to time
prescribe.
ARTICLE VI
DIRECTOR MEETINGS
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6.1 Place of Meetings. Meetings of the Board of Directors may be held
at the principal office of the corporation, or any place within or without the
State of South Carolina that a majority of the directors may from time to time
by resolution designate, or that may be designated in any notice of a meeting by
the person calling the meeting. A director may attend such meeting via any means
of communication by which all directors participating may simultaneously hear
each other during the meeting or the Board of Directors may act by unanimous
written consent.
6.2 Annual Meeting. The Board of Directors shall hold a meeting each year,
immediately following the annual meeting of the shareholders for the purpose of
appointing officers and for the consideration of other business.
6.3 Special Meetings. Special meetings of the Board may be called at any
time by the Chairman of the Board, the President or by any one of the directors.
6.4 Notice of Meetings. Written or verbal notice of any meeting setting
forth the time, place and date of the meeting, shall be given to each director
not less than two days before the meeting. Notice may be given by hand
delivering a copy or by sending a copy through the United States mail or by
telephone, facsimile, telegraph or teleconferencing or other form of wire or
wireless communication or by any other lawful means. If mailed, such notice
shall be deemed delivered when deposited in the United States mail, addressed to
the director at his address as shown in the records of the corporation, with
first class postage thereon prepaid.
6.5 Waiver of Notice. Notice of a meeting need not be given to any director
who signs a written waiver of notice either before or after the meeting, and a
director's waiver shall be deemed the equivalent of giving proper notice. A
director's attendance at or participation in a meeting shall constitute a waiver
of notice of such meeting, unless the director at the beginning of the meeting
(or promptly upon his arrival) objects to holding the meeting or transacting
business at the meeting and does not thereafter vote for or assent to action
taken at the meeting. Notice of an adjourned meeting need not be given if the
time and place are fixed at the meeting adjourning.
6.6 Quorum. At all meetings of the Board of Directors, a majority of the
number of directors fixed pursuant to Section 5.2 of these Bylaws shall
constitute a quorum for the transaction of business. If a quorum is present, the
affirm-ative vote of a majority of the directors in attendance shall be the act
of the Board of Directors and all resolutions adopted and all business
transacted by the Board of Directors shall require the affirmative vote of a
majority of the directors present at the meeting. A meeting may be adjourned
despite the absence of a quorum.
ARTICLE VII
COMMITTEES OF THE BOARD
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The Board of Directors may create one or more committees of the Board of
Directors and appoint members of the Board of Directors to serve on them. Each
committee must have two or more members. To the extent specified by the Board of
Directors, between meetings of the Board of Directors and subject to such
limitations as may be required by law, the corporation's Articles of
Incorporation or these Bylaws, or imposed by resolution of the Board of
Directors, such committees may exercise all of the authority of the Board of
Directors in the management of the corporation. The creation of, delegation of
authority to or ac-tion by a committee shall not alone constitute compliance by
a director with the standards of conduct prescribed by the South Carolina
Business Corporation Act of 1988.
Meetings of the committees may be held at any time on call of the President
or of any member of the committee. A majority of the members of a committee
shall constitute a quorum for all meetings. Each committee shall keep minutes
of its proceedings and submit them to the next succeeding meeting of the Board
of Directors for ap-proval.
ARTICLE VIII
OFFICERS
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8.1 Titles of Officers. The corporation shall have a Chairman, a
President, a Secretary, a Treasurer or Chief Financial Officer, and such other
officers and assistant officers as the Board of Directors may designate and
elect. One person may be elected to more than one office.
8.2 Election. The officers of the corporation shall be elected by the Board
of Directors and shall serve at the pleasure of the Board of Directors.
8.3 Removal and Vacancies. Any officer of the corporation may be removed by
the Board of Directors, with or without cause, whenever in its judgment the best
interests of the corporation will 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 shall not of itself create contract
rights. Any vacancy in an office, however occurring, shall be filled by the
Board of Directors.
8.4 President. The President shall be the chief executive officer of the
corporation and, subject to the control of the Board of Directors, shall in
general supervise and control all the business and affairs of the corporation.
He shall perform whatever other duties the Board of Directors may from time to
time prescribe.
8.5 Vice-Presidents. The Vice President, if elected, or, if more than one
Vice President is elected, the Vice Presidents in the order designated by the
Board of Directors, shall exercise the functions of the President during the
absence or disability of the President. Each Vice President shall have such
other duties as may be from time to time assigned to him by the President or the
Board of Directors.
8.6 Secretary. The Secretary, or Assistant Secretary if elected, shall keep
minutes of all meetings of the shareholders and directors, authenticate records
of the corporation when such authentication is required, have charge of the
minute books, stock books and seal of the corporation and perform such other
duties and have such other powers as may be from to time assigned to him by the
President or the Board of Directors.
8.7 Treasurer/Chief Financial Officer. The Treasurer or Chief Financial
Officer, as designated, shall be charged with the management of the financial
affairs of the corporation and shall have the power to recommend action
concerning the corporation's financial affairs to the President and shall
perform such other duties and have such other powers as may be from time to time
assigned to him by the President or Board of Directors.
8.8 Other Officers. Any other officers designated and elected by the Board
of Directors shall have such duties as may be from time to time assigned to them
by the President or the Board of Directors.
8.9 Compensation. The Board of Directors shall fix the compensation of the
officers of the corporation.
ARTICLE IX
INDEMNIFICATION
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9.1 Authority. The corporation shall to the fullest extent permitted
by the South Carolina Business Corporation Act of 1988, or successor thereto, as
amended from time to time, indemnify all persons whom it may indemnify pursuant
thereto so long as such persons have conducted themselves in good faith and
reasonably believed their conduct not to be opposed to the corporation's best
interests.
9.2 Insurance. The corporation may purchase and maintain insurance on
behalf of any person who is or was a director, of-ficer, employee or agent of
the corporation, or who, while a director, officer, employee or agent of the
corporation is or was serving at the request of the corporation as a director,
officer, partner, trustee, employee or agent of another corporation,
partnership, joint venture, trust, employee benefit plan or other enterprise
against liability asserted against or incurred by him in that capacity or
arising from his status as such, whether or not the corporation would have the
power to indemnify him against the same liability under Sections 33-8-510 and
33-8-520 of the South Carolina Business Corporation Act of 1988, or successor
thereto, as amended from time to time.
ARTICLE X
AMENDMENT
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These bylaws may be amended as provided by law.
ARTICLE XI
MISCELLANEOUS
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11.1 Corporate Seal. This corporation may use its offi-cial corporate
seal, a seal which shall be circular in form and shall have inscribed thereon
the name of the corporation, State of South Carolina, Corporate Seal, and the
year in which it was incorporated.
11.2 Stock in Other Companies. In the absence of any other arrangement by
the Board of Directors, the President of the corporation may vote, endorse for
transfer or take any other action necessary with respect to shares of stock and
securities issued by any other corporation and owned by this corporation; and he
may make, execute and deliver any proxy, waiver or consent with respect thereto.