EXHIBIT 3.2
BY-LAWS
OF
INTERNATIONAL BANCSHARES CORPORATION
ARTICLE I
OFFICES
Section 1. PRINCIPAL OFFICE. The principal office of the Corporation shall
be in Laredo, Texas.
Section 2. OTHER OFFICES. The Corporation may also have offices at such
other places both within and without the State of Texas as the Board of
Directors may from time to time determine or the business of the Corporation may
require.
ARTICLE II
SHAREHOLDERS
Section 1. ANNUAL MEETINGS. The annual meeting of the shareholders for the
election of directors and for the transaction of such other business as properly
may come before such meeting shall be held on the third Thursday in May or on
such date, and at such time and place, within or without the State of Texas, as
may be designated by the Board of Directors.
Section 2. SPECIAL MEETINGS. Special meetings of the shareholders for any
proper purpose or purposes may be called at any time by the Board of Directors,
the Chairman of the Board of Directors, or the President, to be held on such
date and at such time and place, within or without the State of Texas, as the
Board of Directors, the Chairman of the Board of Directors or the President,
whichever has called the meeting, shall direct. A special meeting of the
shareholders shall be called by the Chairman of the Board of Directors,
President, or Secretary whenever shareholders holding at least fifty percent
(50%) of all the shares entitled to vote at the proposed special meeting make
application therefor in writing. Any such request shall state the proper purpose
or purposes of the meeting and shall be delivered to the Chairman of the Board
of Directors or the President.
Section 3. NOTICE. Written or printed notice stating the place, day and
hour of any shareholders' meeting, and 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, Secretary, or the officer or person 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, postage prepaid, to the shareholder at his address as it appears on
the stock transfer books of the Corporation. Any notice required to be given to
a shareholder pursuant to this Section 3 or any other provision of these
By-Laws, the Articles of Incorporation of the Corporation or any provision of
the Texas Business Corporation Act (herein called the "Act") need not be given
to such shareholder if (a) notice of two (2) consecutive annual meetings of
shareholders of the Corporation, and all notices of meetings of shareholders of
the Corporation held during the period between such annual meetings, if any, or
(b) all (but in no event less than two (2)) payments (if sent by first class
mail) of distributions or interest on securities of the Corporation during any
twelve-month period, have been mailed to such shareholder at his address as
shown on the share transfer records of the Corporation and have been returned
undeliverable, and any action or meeting of shareholders of the Corporation
taken or held without notice to such shareholder shall have the same force and
effect as if notice had been duly given to such shareholder; provided, however,
that if such shareholder delivers to the Corporation a written notice setting
forth his or her then current address, the requirement that notice be given to
such shareholder shall be reinstated.
Section 4. RECORD DATE. The Board of Directors may fix in advance a record
date for the purpose of determining shareholders entitled to notice of or to
vote at a meeting of shareholders, such record date to be not less than ten (10)
nor more than sixty (60) days prior to such meeting, or the Board of Directors
may close the stock transfer records for such purpose for a stated period of not
less than ten (10) nor more than sixty (60) days prior to such meeting. In the
absence of any action by the Board of Directors, the date upon which the notice
of the meeting is mailed shall be the record date. In the event that a special
meeting of shareholders is called by shareholders, the record date for
determining shareholders entitled to call such meeting shall be the date on
which the first shareholder calling such special meeting signs the call or
notice of that meeting. A determination of shareholders of record entitled to
notice of or to vote at a meeting of shareholders shall apply to any adjournment
of the meeting except where the determination has been made through the closing
of the share transfer records and the stated period of closing has expired.
Section 5. LIST OF SHAREHOLDERS. The officer or agent of the Corporation
having charge of the stock transfer records for shares of the Corporation shall
make, at least ten (10) days before each meeting of the shareholders, a complete
list 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
voting shares held by each, which list, for a period of ten (10) days prior to
such meeting, shall be kept on file at the registered office of the Corporation
and shall be subject to inspection by any such 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
records shall be prima facie evidence as to who are the shareholders entitled to
examine such list or transfer records or to vote at any meeting of shareholders.
Section 6. QUORUM. The holders of a majority of the issued and outstanding
shares entitled to vote thereat, present in person or represented by proxy,
shall constitute a quorum at all meetings of the shareholders for the
transaction of business, except as otherwise provided by the Act. If, however,
such quorum shall not be present or represented at any meeting of the
shareholders, the shareholders entitled to vote, present in person or
represented by proxy, shall have power to adjourn the meeting from time to time,
without notice other than announcement at the meeting, until a quorum shall be
present or represented. When any adjourned meeting is reconvened and a quorum
shall be present or represented, any business may be transacted which might have
been transacted at the meeting as originally noticed. Once a quorum is
constituted, the shareholders present or represented by proxy at a meeting may
continue to transact business until adjournment, notwithstanding the subsequent
withdrawal therefrom of such number of shareholders as to leave less than a
quorum.
Section 7. VOTING. When a quorum is present at any meeting, the vote of
the holders of a majority of the shares present or represented by proxy at such
meeting and entitled to vote shall be the act of the shareholders, unless the
vote of a different number is required by the Act, the Articles of Incorporation
of the Corporation or these By-Laws. Each shareholder shall at every meeting of
the shareholders be entitled to one vote in person or by proxy for each share
having voting power held by such shareholder.
Section 8. PROXY. Every proxy must be executed in writing by the
shareholder or by his duly authorized attorney-in-fact, and shall be filed with
the Secretary of the Corporation prior to or at the time of the meeting. No
proxy shall be valid after eleven (11) months from the date of its execution
unless otherwise provided therein. Each proxy shall be revocable unless the
proxy form conspicuously states that the proxy is irrevocable and the proxy is
coupled with an interest. Proxies coupled with an interest include the
appointment as proxy of:
(a) a pledgee;
(b) a person who purchased or agreed to purchase, or owns or holds an
option to purchase, the shares covered by such proxy;
(c) a creditor of the Corporation who extended credit to the Corporation
under terms requiring appointment of the creditor as proxy;
(d) an employee of the Corporation whose employment contract requires
appointment of the employee as proxy; and
(e) a party to a voting agreement entered into pursuant to and in
compliance with applicable provisions of the Act.
Section 9. JUDGES OF ELECTION. The Board of Directors may appoint judges
of election to serve at any election of directors and at balloting on any other
matter that may properly come before a meeting of shareholders. If no such
appointment shall be made, or if any of the judges so appointed shall fail to
attend, or refuse or be unable to serve, then such appointment may be made by
the presiding officer at the meeting.
Section 10. ACTION BY WRITTEN CONSENT. Any action required or permitted to
be taken at any meeting of the shareholders may be taken without a meeting,
without prior notice and without a vote, if a consent or consents in writing,
setting forth the action so taken, shall be signed by the holder or holders of
outstanding shares having not less than the minimum number of votes that would
be necessary to take such action at a meeting at which the holders of all shares
entitled to vote on the action were present and voted. Prompt notice of the
taking of any corporate action without a meeting by less than unanimous written
consent shall be given to those shareholders who shall not have consented
thereto in writing.
Section 11. MEETINGS BY CONFERENCE TELEPHONE. Shareholders may participate
in and hold meetings of shareholders by means of conference telephone or similar
communications equipment by means of which all persons participating in the
meeting can hear each other, and participation in such a meeting shall
constitute presence in person at such meeting, except where a person
participates in the meeting for the express purpose of objecting to the
transaction of any business on the ground that the meeting is not lawfully
called or convened.
ARTICLE III
DIRECTORS
Section 1. NUMBER OF DIRECTORS. The number of directors which shall
constitute the whole Board of Directors shall be fixed from time to time by
resolution of the Board of Directors but shall not be less than three. No
decrease in the number of directors shall have the effect of reducing the term
of any incumbent director. Directors shall be elected at the annual meeting of
the shareholders, except as provided in Section 2 of this Article III, and each
director shall hold office until his successor is elected and qualified.
Directors need not be shareholders of the Corporation or residents of the State
of Texas.
Section 2. VACANCIES; REMOVAL. Notwithstanding the fact that the remaining
directors may constitute less than a quorum of the Board of Directors as fixed
by Section 9 of this Article, the affirmative vote of a majority of the
remaining directors may fill any vacancy occurring in the Board of Directors
and, during the period between any two successive annual meetings of the
shareholders, may fill a maximum of two (2) vacant directorships resulting from
an increase in the number of directors. A director elected to fill a vacancy
shall be elected for the unexpired term of his predecessor in office. A
directorship to be filled by reason of an increase in the number of directors
may be filled by the Board of Directors for a term of office continuing only
until the next election of one or more directors by the shareholders. Any
directorship to be filled by reason of an increase in the number of directors
may also be filled by election at an annual meeting or at a special meeting of
shareholders called for that purpose. At any special meeting of shareholders
called for such purpose, any director may be removed from office, for or without
cause, though his term may not have expired, by an affirmative vote of the
holders of shares representing a majority of votes of all the shares of stock
outstanding and entitled to vote for the election of directors.
Section 3. GENERAL POWERS. The business and affairs of the Corporation
shall be managed by its Board of Directors, which may exercise any and all
powers of the Corporation and do any and all such lawful acts and things as are
not by the Act, the Articles of Incorporation of the Corporation or by these
By-Laws directed or required to be exercised or done by the shareholders.
Section 4. CHAIRMAN OF THE BOARD. The Board of Directors shall 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 have no responsibility or duties with respect to the
management of the day to day affairs of the Corporation and shall not be deemed
to be or considered an officer of the Corporation.
Section 5. PLACE OF MEETINGS. The directors of the Corporation
may hold their meetings, both regular and special, either within or
without the State of Texas.
Section 6. ANNUAL MEETINGS. A meeting of the Board of Directors shall be
held for organization, for the election of officers and for the transaction of
such other business as may properly come before the meeting, within thirty days
after each annual election of directors.
Section 7. REGULAR MEETINGS. The Board of Directors by resolution may
provide for the holding of regular meetings and may fix the times and places at
which such meetings shall be held. Notice of regular meetings shall not be
required to be given, provided that whenever the time or place of regular
meetings shall be fixed or changed, notice of such action shall be mailed
promptly to each director who shall not have been present at the meeting at
which such action was taken, addressed to him at his residence or usual place of
business.
Section 8. SPECIAL MEETINGS. Special meetings of the Board of Directors
may be called by the Chairman of the Board of Directors, the President or any
three directors. Except as otherwise required by statute, notice of each special
meeting shall be mailed to each director, addressed to him at his residence or
usual place of business, or shall be sent to him at such place by telegram,
electronic facsimile, radio or cable, or telephoned or delivered to him
personally, not later than two days before the day on which the meeting is to be
held. Such notice shall state the time and place of such meeting, but, unless
otherwise required by statute, the Articles of Incorporation or these By-laws,
need not state the purposes thereof.
Section 9. QUORUM AND VOTING. At all meetings of the Board of Directors
the presence of at least one-third of the number of directors fixed by or in the
manner provided in, Section 1 of this Article, but in no event less than two
(2), shall be necessary and sufficient to constitute a quorum for the
transaction of business, and the affirmative vote of at least a majority of the
number of directors present at any meeting at which there is a quorum shall be
the act of the Board of Directors, except as may be otherwise specifically
provided by the Act, the Articles of Incorporation of the Corporation or these
By-Laws. If a quorum shall not be present at any meeting of directors, a
majority of the directors present thereat may adjourn the meeting from time to
time without notice other than announcement at the meeting, until a quorum shall
be present.
Section 10. COMPENSATION OF DIRECTORS. Directors shall receive such
reasonable compensation for their services as such, whether in the form of
salary or a fixed fee for attendance at meetings, with expenses, if any, as the
Board of Directors may from time to time determine. Nothing herein contained
shall be construed to preclude any director from serving the Corporation in any
other capacity and receiving compensation therefor.
Section 11. ACTION BY WRITTEN CONSENT. Any action required or permitted to
be taken at any meeting of the Board of Directors or of any committee designated
by the Board of Directors may be taken without a meeting if a written consent,
setting forth the action so taken, is signed by all the members of the Board of
Directors or of such committee, and such consent shall have the same force and
effect as a unanimous vote at a meeting.
Section 12. MEETINGS BY CONFERENCE TELEPHONE. Members of the Board of
Directors or members of any committee designated by the Board of Directors may
participate in and hold a meeting of such Board or committee by means of
conference telephone or similar communications equipment by means of which all
persons participating in the meeting can hear each other, and participation in
such a meeting shall constitute presence in person at such meeting, except where
a person participates in the meeting for the express purpose of objecting to the
transaction of any business on the ground that the meeting is not lawfully
called or convened.
Section 13. RESIGNATIONS. Each director shall have the right to resign at
any time upon written notice of such resignation to the Board of Directors, the
Chairman of the Board of Directors, the President, any Vice-President or the
Secretary of the Corporation. Unless otherwise specified in such written notice,
the resignation shall take effect upon the receipt thereof, and acceptance of
such resignation shall not be necessary to make same effective.
Section 14. ADVISORY DIRECTORS. Any number of persons may be appointed
"advisory directors" by a vote of a majority of the directors present at any
meeting. An advisory director shall have the right to attend and to participate
in any and all meetings of the Board to the same extent as any director, except
that an advisory director shall not have the right to vote on any question or
issue considered by the Board of Directors. Advisory directors may be appointed
by the Board of Directors to serve as members of the Executive Committee (as
hereinafter defined) but shall not have the right to vote on any question or
issue considered by said Committee.
The Board of Directors may designate advisory directors from time to time whose
residence, citizenship or principal place of business is not the United States.
These directors shall be called "international directors" and will have the same
function as advisory directors.
ARTICLE IV
COMMITTEES OF THE BOARD
Section 1. EXECUTIVE COMMITTEE. There shall be an Executive Committee
consisting of the Chairman of the Board and the President of the Corporation as
ex-officio members, and such other directors as the Board of Directors may from
time to time select. Members of the Executive Committee shall serve until the
next annual meeting of the Board of Directors and until their successors are
appointed. The Board of Directors shall designate one of the members of the
Executive Committee as Chairman of the Committee and one or more additional
members as Vice Chairman of the Committee, and the Chairman of the Executive
Committee shall preside at meetings of the Executive Committee. The Executive
Committee shall have and may exercise such powers and authority in the
management of the business and affairs of the Corporation as the Board shall
specifically delegate to it consistent with the corporate law of the State of
Texas.
Section 2. AUDIT COMMITTEE. There shall be an Audit Committee consisting
of three (3) of the directors of the Corporation who are not serving as officers
of the Corporation. The Board of Directors shall designate one of the members of
the Audit Committee as Chairman of the Committee and one or more additional
members as Vice Chairman of the Committee, and the Chairman of the Audit
Committee shall preside at meetings of the Audit Committee. The Audit Committee
shall meet periodically (not less than once annually) with the independent
public accounting firm serving as auditors of the Corporation and the internal
auditing staff of the Corporation and its subsidiaries to discuss their
procedures and findings and hear their recommendations with respect to financial
accounting matters.
Section 3. OTHER COMMITTEES. The Board of Directors may from time to time,
by resolution adopted by a majority of the whole board, designate one or more
other committees, each committee to consist of two or more directors of the
Corporation. Any such committee shall exercise such powers as may be assigned to
it by the Board of Directors.
ARTICLE V
NOTICES
Section 1. FORM OF NOTICE. Whenever under the provisions of the Act, the
Articles of Incorporation of the Corporation or these By-Laws notice is required
to be given to any director or shareholder, and no provision is made as to how
such notice shall be given, notice shall not be construed to mean personal
notice, but any such notice may be given in writing, by mail, postage prepaid,
addressed to such director or shareholder at such address as appears on the
books of the Corporation, or by telex, telegraph or mailgram. Any notice
required or permitted to be given by mail shall be deemed to be given at the
time when the same is deposited, postage prepaid, in the United States mail as
aforesaid.
Section 2. WAIVER. Whenever any notice is required to be given to any
director or shareholder of the Corporation under the provisions of the Act, the
Articles of Incorporation of the Corporation or these By-Laws, a waiver thereof
in writing signed by the person or persons entitled to such notice, whether
signed before or after the time stated in such waiver, shall be deemed
equivalent to the giving of such notice. Attendance of a director at a meeting
of the Board of Directors or any committee thereof 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 on the ground
that the meeting is not lawfully called or convened.
ARTICLE VI
OFFICERS
Section 1. IN GENERAL. The officers of the Corporation shall be elected by
the Board of Directors and shall be a President, one or more Vice Presidents, a
Secretary and a Treasurer. The Board of Directors may also, if it chooses to do
so, elect one or more Assistant Secretaries, one or more Assistant Treasurers
and such other officers and agents as it shall deem necessary, all of whom shall
also be officers of the Corporation. Two or more offices may be held by the same
person, except where otherwise provided by statute or the Articles of
Incorporation of the Corporation.
Section 2. ELECTION, TERM AND QUALIFICATIONS. Each officer shall be
elected by the Board of Directors and shall hold his office until the first
meeting of the Board of Directors following the next annual meeting of
shareholders and until his successor shall have been elected, or until his
death, or until he shall have resigned or shall have been removed in the manner
provided in these By-laws. Any officer elected or appointed by the Board of
Directors may be removed, for or without cause, at any time by a majority vote
of the whole Board of Directors. Election or appointment of an officer or agent
shall not of itself create contract rights.
Section 3. RESIGNATIONS. Each officer shall have the right to resign at
any time upon written notice of such resignation to the President or the Board
of Directors, the Chairman of the Board of Directors, the President, any
Vice-President or the Secretary. Unless otherwise specified in such written
notice, the resignation shall take effect upon the receipt thereof, and
acceptance of such resignation shall not be necessary to make same effective.
Section 4. VACANCIES. A vacancy in any office by reason of death,
resignation, removal, disqualification or any other cause shall be filled for
the unexpired portion of the term in the manner prescribed by these By-laws for
regular election or appointment to such office.
Section 5. PRESIDENT. The President shall be the chief executive officer
of the Corporation, shall have general and active management of the business of
the Corporation and shall see that all orders and resolutions of the Board of
Directors are carried into effect. He shall execute bonds, mortgages and other
contracts requiring a seal, under the seal of the Corporation, except where
required or permitted by law to be otherwise signed and executed and except
where the signing and execution thereof shall be expressly delegated by the
Board of Directors to some other officer or agent of the Corporation.
Section 6. VICE PRESIDENTS. In the absence of the President or in the
event of his inability or refusal to act, the Vice Presidents, in the order of
their seniority, 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. The Vice Presidents shall perform such other duties and have such
other powers as the Board of Directors may from time to time prescribe.
Section 7. SECRETARY. The Secretary shall attend all meetings of the Board
of Directors and all meetings of the shareholders and shall record the
proceedings of the meetings in books to be kept for that purpose. He shall give,
or cause to be given, notice of all meetings of the shareholders and special
meetings of the Board of Directors, and shall perform such other duties as may
be prescribed by the Board of Directors or by the President, under whose
supervision he shall be. He shall have custody of the corporate seal and he, or
an Assistant Secretary, shall have authority to affix the same to any instrument
requiring it and when so affixed, it may be attested by his signature or by the
signature of such Assistant Secretary. The Board of Directors may give general
authority to any other officer to affix the corporate seal and to attest the
affixing by his signature.
Section 8. ASSISTANT SECRETARIES. The Assistant Secretaries, in the order
of their seniority, shall, in the absence of the Secretary or in the event of
his inability or refusal to act, perform the duties and exercise the powers of
the Secretary and shall perform such other duties and have such other powers as
the Board of Directors may from time to time prescribe.
Section 9. TREASURER. The Treasurer shall have custody of the corporate
funds and securities and shall keep full and accurate accounts of receipts and
disbursements in books belonging to the Corporation and shall deposit all monies
and other valuable effects in the name and to the credit of the Corporation in
such depositories as may be designated by the Board of Directors. He shall
disburse the funds of the Corporation as may be ordered by the Board of
Directors, taking proper vouchers for such disbursements, and shall render to
the President and the Board of Directors, when the Board so requires, an account
of all his transactions as Treasurer and of the financial condition of the
Corporation.
Section 10. ASSISTANT TREASURERS. The Assistant Treasurers, in the order
of their seniority, shall, in the absence of the Treasurer or in the event of
his inability or refusal to act, perform the duties and exercise the powers of
the Treasurer and shall perform such other duties and have such other powers as
the Board of Directors may from time to time prescribe.
Section 11. SALARIES. The salaries of the officers of the Corporation
shall be fixed from time to time by the Board of Directors. No officer shall be
prevented from receiving such salary by reason of the fact that he is also a
director of the Corporation.
ARTICLE VII
CERTIFICATES REPRESENTING SHARES
Section 1. FORM OF CERTIFICATES. The Corporation shall deliver
certificates representing all shares to which shareholders are entitled.
Certificates representing shares of the Corporation shall be in such form as
shall be determined by the Board of Directors and shall be numbered
consecutively and entered in the stock transfer records of the Corporation as
they are issued. Each certificate shall state on the face thereof the holder's
name, the number and class of shares, and the par value of the shares or a
statement that the shares are without par value. Each certificate shall be
signed by the President or a Vice President and the Secretary or an Assistant
Secretary of the Corporation, and may be sealed with the seal of the Corporation
or a facsimile thereof if the Corporation shall then have a seal. The signatures
of the Corporation's officers on any such certificate or certificates may be
facsimiles. In case any officer or officers who have signed, or whose facsimile
signature or signatures have been used on, such certificate or certificates
shall cease to be such officer or officers of the Corporation, whether because
of death, resignation or otherwise, before such certificate or certificates have
been issued, such certificate or certificates may nevertheless be issued by the
Corporation with the same effect as if the person or persons who signed the
certificate or certificates or whose facsimile signature or signatures have been
used thereon had not ceased to be such officer or officers of the Corporation.
Section 2. LOST CERTIFICATES. The Board of Directors may direct a new
certificate to be issued in place of any certificate theretofore issued by the
Corporation alleged to have been lost, stolen or destroyed, upon the making of
an affidavit of that fact by the person claiming the certificate of stock to be
lost, stolen or destroyed. When authorizing such issue of a new certificate, the
Board of Directors may, in its discretion and as a condition precedent to the
issuance thereof, require the owner of such lost, stolen or destroyed
certificate, or his legal representative, to advertise the same in such manner
as the Board shall require and/or to give the Corporation a bond in such sum as
the Board may direct as indemnity against any claim that may be made against the
Corporation with respect to the certificate alleged to have been lost, stolen or
destroyed.
Section 3. TRANSFER OF SHARES. Shares of stock shall be transferable only
on the books of the Corporation by the holder or holders thereof in person or by
his, her or their duly authorized attorney or attorneys and, upon surrender to
the Corporation or to the transfer agent of the Corporation of a certificate
representing shares duly endorsed or accompanied by proper evidence of
succession, assignment or authority to transfer, it shall be the duty of the
Corporation or the transfer agent of the Corporation to issue a new certificate
to the person entitled thereto, cancel the old certificate and record the
transaction upon its books.
Section 4. REGISTERED SHAREHOLDERS. The Corporation shall be entitled to
recognize the holder or holders of record of any share or shares of stock as the
holder or holders in fact thereof, and, accordingly, shall not be bound to
recognize any equitable or other claim to or interest in such share or shares on
the part of any other person, whether or not it shall have express or other
notice thereof, except as otherwise provided by law.
ARTICLE VIII
GENERAL PROVISIONS
Section 1. INSTRUMENTS. The Chairman of the Board of Directors, the
President, any Vice President, the Secretary or the Treasurer, subject to the
approval of the Board of Directors, may enter into any contract or execute and
deliver any instrument in the name and on behalf of the Corporation. The Board
of Directors may authorize any officer or officers, or agent or agents, to enter
into any contract or to execute and deliver any instrument in the name and on
behalf of the Corporation, and any such authorization may be general or confined
to specific instance.
Section 2. BORROWING. No loans or advances shall be obtained or contracted
for, by or on behalf of the Corporation and no negotiable paper shall be issued
in its name, unless and except as authorized by the Board of Directors. Such
authorization may be general or confined to specific instances. Any officer or
agent of the Corporation thereunto so authorized may obtain loans and advances
for the Corporation, and for such loans and advances may make, execute and
deliver promissory notes, bonds or other evidence of indebtedness of the
Corporation. Any officer or agent of the Corporation thereunto so authorized 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, bonds, other securities and other personal property at any time held by
the Corporation, and to that end may endorse, assign and deliver the same and do
every act and thing necessary or proper in connection therewith.
Section 3. DEPOSITS. All funds of the Corporation not otherwise employed
shall be deposited from time to time to its credit in such banks or trust
companies or with such bankers or other depositories as the Board of Directors
may select or as may be selected by any officer or officers or agent or agents
authorized so to do by the Board of Directors. Endorsements for deposit to the
credit of the Corporation in any of its duly authorized depositories shall be
made in such manner as the Board of Directors from time to time may determine.
Section 4. CHECKS. All checks of the Corporation shall be
signed by such officer or officers or such other person or persons as
the Board of Directors may from time to time designate.
Section 5. DIVIDENDS AND OTHER DISTRIBUTIONS. Dividends and other
distributions made upon or with respect to the outstanding shares of the
Corporation, subject to the provisions of the Act and of the Articles of
Incorporation of the Corporation, may be declared by the Board of Directors at
any regular or special meeting. Dividends may be declared and paid in cash, in
property or in shares of the Corporation, and other distributions may be
declared and paid in cash or property, provided that all such declarations and
payments of dividends and other distributions shall be in strict compliance with
all applicable laws and the Articles of Incorporation of the Corporation. The
Board of Directors may fix in advance a record date for the purposes of
determining shareholders entitled to receive payment of any dividend or other
distribution, such record date to be not more than sixty (60) days prior to the
payment date of such dividend or other distribution, or the Board of Directors
may close the stock transfer records for such purpose for a period of not more
than sixty (60) days prior to the payment date of such dividend or other
distribution. In the absence of any action by the Board of Directors, the date
upon which the Board of Directors adopts the resolution declaring such dividend
or other distribution shall be the record date. Any dividend or other
distribution declared pursuant to this Section 5 shall be payable to the persons
registered as shareholders of the Corporation in the Corporation's stock
transfer records as of the record date for such dividend or other distribution
as set pursuant to this Section 5, and the person in whose name shares are
registered in the stock transfer records of the Corporation as of such record
date shall be deemed to be the owner of the shares so registered in his name at
such time.
Section 6. FISCAL YEAR. The fiscal year of the Corporation shall be fixed
by resolution of the Board of Directors.
Section 7. SEAL. The Corporation may by resolution of the Board of
Directors adopt and have a seal, and said seal may be used by causing it or a
facsimile thereof to be impressed or affixed or in any manner reproduced. Any
officer of the Corporation shall have authority to affix the seal to any
document requiring it.
ARTICLE IX
INDEMNITY
Section 1. INDEMNIFICATION. The Corporation shall indemnify to the fullest
extent permitted by the Act any person who was, is or is threatened to be made a
named defendant or respondent to any action, suit or proceeding, whether civil,
criminal, administrative or investigative, by reason of the fact that the person
is or was a director, officer, employee or agent of the Corporation, or is or
was serving at the request of the Corporation as a director, officer, employee
or agent of another corporation, partnership, joint venture, trust or other
enterprise, against expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by him in connection
with such action, suit or proceeding if he acted in good faith and in a manner
he reasonably believed to be, in the case of conduct in his official capacity as
a director, officer, employee or agent of the Corporation, that his conduct was
in the Corporation's best interests, and in all other cases, that his conduct
was at least not opposed to the best interests of the Corporation, and, with
respect to any criminal action or proceeding, had no reasonable cause to believe
his conduct was unlawful. The termination of any proceeding by judgment, order,
settlement, or conviction, or upon a plea of NOLO CONTENDERE or its equivalent,
shall not, of itself, create a presumption that the person did not act in good
faith and in a manner which he reasonably believed to be, in the case of conduct
in his official capacity as a director, officer, employee or agent of the
Corporation, in the Corporation's best interests, and in all other cases, at
least not opposed to the best interests of the Corporation, and with respect to
any criminal action or proceeding, had reasonable cause to believe that his
conduct was unlawful.
Section 2. INDEMNIFICATION NOT EXCLUSIVE. The indemnification provided by
this Article IX shall not be deemed exclusive of any other rights to which those
seeking indemnification may be entitled under the Articles of Incorporation of
the Corporation, any by-laws, agreement or vote of shareholders or as a matter
of law or otherwise.
Section 3. INSURANCE. The Corporation shall have the power to purchase and
maintain insurance on behalf of any person who is or was a director, officer,
employee or agent of the Corporation, or is or was serving at the request of the
Corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise against any liability
asserted against him and incurred by him in any such capacity, or arising out of
his status as such, whether or not the Corporation would have the power to
indemnify him against such liability under the provisions of this Article IX.
ARTICLE X
BY-LAWS
Section 1. AMENDMENTS. These By-Laws may be altered, amended or repealed
and new By-Laws may be adopted by the shareholders or the Board of Directors at
any regular meeting of the shareholders or of the Board of Directors, or at any
special meeting of the shareholders or of the Board of Directors, if notice of
such alteration, amendment, repeal or adoption be contained in the notice of
such special meeting.
Section 2. WHEN BY-LAWS SILENT. It is expressly recognized that
when the By-Laws are silent as to the manner of performing any
corporate function, the provisions of the Act shall control.
I, Arnoldo Cisneros, certify that (1) I am the duly constituted Secretary
of the Board of Directors of International Bancshares Corporation, and as such
officer am the official custodian of its records; (2) the foregoing By-Laws are
the By-Laws of said corporation, and all of them, are now lawfully in force and
effect.
IN TESTIMONY WHEREOF, I have hereunto affixed my official signature in the
City of Laredo, Texas, on the 7th day of June, 1995.
/s/ ARNOLDO CISNEROS
Arnoldo Cisneros