Exhibit 4.2
BYLAWS OF WESBANCO, INC.
(As Amended and Restated June 15, 1995)
AMENDMENTS BYLAWS
OF
WESBANCO, INC.
ARTICLE I
OFFICES
SECTION 1. The principal office of the
corporation shall be in the City of Wheeling,
Ohio County, West Virginia, and other offices
may be established by the Board of Directors
at such place or places as the Board, from
time to time, may deem proper.
ARTICLE II
STOCKHOLDERS MEETINGS
SECTION 1. All meetings of the
stockholders shall be held at the principal
office of the corporation, in the City of
Wheeling, West Virginia, or at such other
place or places, either within or without the
State of West Virginia, as the stockholders
or the Board of Directors, by resolution duly
adopted, may designate.
SECTION 2. Regular meetings of the
DECEMBER 19, 1991 stockholders shall be held annually on the
third Wednesday of April in each year, if not
a legal holiday, and if a legal holiday, then
JUNE 15, 1995 on the next secular day following, at 4:00
p.m.
SECTION 3. Special meetings of the
stockholders may be called by the Board of
Directors, the President, or any number of
stockholders owning in the aggregate at least
one-tenth of the number of shares
outstanding.
SECTION 4. Notice of every meeting of
the stockholders shall be given either (1) by
advertising the same once a week for at least
two weeks preceding the date of such meeting,
in a newspaper published in the City of
Wheeling, or (2) by written notice mailed to
each stockholder, at his address appearing on
the stock records of the corporation, at
least five (5) days before such meeting.
SECTION 5. The notice of special
meeting shall state the business to be
transacted, and no business other than that
included in the notice, or incidental
thereto, shall be transacted at such meeting.
SECTION 6. The holders of a majority of
the stock issued and outstanding and entitled
to vote, present in person or represented by
proxy appointed in writing, shall be
requisite and shall constitute a quorum at
all meetings of the stockholders. Any number
less than a quorum present may adjourn any
meeting from time to time, without notice
other than announcement at the meeting, until
the requisite amount of voting stock shall be
present. At such adjourned meeting, at which
a quorum is present, any business may be
transacted which might have been transacted
at the meeting as originally called.
SECTION 7. At each meeting of the
stockholders, two Inspectors, to be appointed
by the Board of Directors, or, in the absence
of such appointment, by the Chairman of the
meeting, shall receive and count all proxies
and ballots, and shall determine, subject to
the direction of the Chairman, all questions
touching the qualification of voters, the
validity of proxies or the acceptance of
votes.
ARTICLE III
DIRECTORS
SECTION 1. The business and property of
the corporation shall be managed, and its
corporate powers exercised, by its Board of
Directors, which shall consist of not less
APRIL 20, 1994 than fifteen (15) nor more than thirty-five
(35) members, as the Board, by resolution
duly adopted, shall determine. At each
January meeting, the Board of Directors shall
fix the number of members to be elected at
the annual meeting, and the Board shall have
the power to vary the number so fixed, within
the limits aforesaid at any meeting. At each
January meeting, the Board of Directors also
shall appoint a person, who shall be a
stockholder of the corporation, to preside as
the Chairman at the next regular meeting of
- 2 -
the stockholders. In the event that the
person appointed, for any reason, should not
be able to preside at the stockholders
meeting, the chief executive officer of the
corporation shall appoint another stockholder
to serve in the place and stead of the person
so elected by the Board.
SECTION 2. The Board of Directors shall
be divided into three classes, as nearly
equal in number as the total number of
Directors to be elected will permit. The
members of such classes shall serve staggered
terms of three years each, and at each annual
stockholders meeting the successors of the
members of the class of Directors whose term
expired at such meeting shall be elected to
serve during the ensuing three years.
Directors shall be elected by ballot at the
annual meeting of the stockholders, or a
special meeting to be held as soon thereafter
MAY 13, 1982 as practicable, and shall hold office until
their successors are elected and qualified.
Any stockholder who intends to nominate or to
cause to have nominated any candidate for
election to the Board of Directors (other
than any candidate proposed by the Board of
Directors) shall so notify the Secretary of
the corporation in writing not less than
thirty (30) days prior to the date of any
meeting of stockholders called for the
election of directors, or five (5) days after
the giving of notice of such meeting in
accordance with Section 4 of Article II
hereof, whichever is later. Only candidates
nominated in accordance with this Section,
except those nominees nominated by the Board,
shall be eligible for election to the Board
of Directors.
SECTION 3. Not withstanding the term
for which any Director may have been elected,
the stockholders, at any duly constituted
meeting, may remove such Director, for cause,
and fill the vacancy thus created. Any
vacancy not caused by such removal, whether
resulting from an increase in the number of
members of the Board or otherwise, may be
filled by the remaining members of the Board.
Any Director so chosen by the Board shall
hold office until the first meeting of the
- 3 -
stockholders thereafter, or until his
successor is elected and qualified.
SECTION 4. Directors shall possess such
qualifications as may be prescribed by any
law, or rule or regulation promulgated
pursuant thereto, to which the corporation is
subject.
SECTION 5. In addition to the powers by
these Bylaws expressly conferred upon it, the
Board of Directors may exercise all such
powers of the corporation and do all lawful
acts and things as are not by statute, or by
the Certificate of Incorporation or by these
Bylaws, directed or required to be exercised
or done by the stockholders.
SECTION 6. All meetings of the Board of
Directors shall be held at the principal
office of the corporation, or at such other
place as the Board, from time to time, by
resolution, may designate. Regular meetings
may be held without notice, not less often
than quarterly, at such time as, from time to
time, shall be determined by the Board.
Special meetings may be called by the
President, or any two (2) Directors. Notice
of any such special meeting may be given
personally, or by telephone, or by mailing or
delivering a notice to each Director at his
last known residence or place of business, in
each case not less than twenty-four
(24) hours before the time of such meeting.
Such service of notice may be entered on the
Minutes, and such Minutes, upon being read
and approved at a subsequent meeting of the
Board, shall be conclusive upon the question
of service.
SECTION 7. At all meetings of the
Board, a majority of the Directors shall be
necessary and sufficient to constitute a
quorum for the transaction of business, and
the act of a majority of the 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
provided by law or by these Bylaws.
SECTION 8. Directors, as such, shall
not receive any stated compensation for their
- 4 -
services. By resolution of the Board,
however, Directors who are not salaried
officers or otherwise employed by the
corporation may be allowed a fixed sum and
expenses of attendance, if any, for
attendance at each regular and special
meeting of the Board; provided, however, that
nothing herein contained shall be construed
to preclude any Director from serving the
corporation in any other capacity and
receiving compensation therefor.
SECTION 9. No person shall be eligible
for election to the Board of Directors after
such person has attained the age of 70;
provided, however, that this section shall
JUNE 15, 1995 not apply to any person who was a member of
the Board on January 16, 1986, and who has
not less than 65 years of age on that date.
Present members of the Board falling within
the foregoing exception shall not be eligible
for reelection to the Board after attaining
the age of 75.
SECTION 10. A person who has served as
a member of the Board of Directors, and whose
membership on the Board has terminated for
any reason other than removal by the
stockholders, may be elected an honorary or
Emeritus Director of the corporation.
Honorary Directors shall be elected by the
Board of Directors and shall serve until the
first meeting of the Board following the next
annual meeting of the stockholders. Honorary
APRIL 19, 1990 Directors may not serve more than five one
JUNE 15, 1995 year terms. The privilege of serving as an
Honorary Director may be terminated by the
stockholders, or by the Board of Directors,
at any time. An Honorary Director shall have
the right to attend meetings of the Board of
Directors and shall receive such attendance
fee as the Board of Directors, from time to
time, may determine. An Honorary Director
shall not have any voice or vote in the
deliberations or functions of the Board of
Directors, however, and except as
hereinbefore provided, shall not have or
enjoy any of the rights, powers or privileges
of the duly elected members of the Board.
- 5 -
ARTICLE IV
COMMITTEES OF DIRECTORS
SECTION 1. The Board of Directors shall
elect an Executive Committee, which shall be
comprised of such number of members of the
Board as the Board, from time to time, may
designate. The Executive Committee shall
possess and exercise all of the powers of the
Board of Directors, except when the Board is
in session. All acts done and powers and
authority conferred by the Executive
Committee, within the scope of its authority,
shall be the act and under the authority of
the Board of Directors and may be certified
as such. The Committee shall have power to
fill any vacancy in its membership.
SECTION 2. The Chairman of the Board of
the Company or such other officer or director
of the Company as may be designated by such
Chairman of the Board, shall preside at all
DECEMBER 14, 1987 meetings of the Executive Committee. A
majority of the members of the Executive
Committee shall constitute a quorum at all
meetings of the Committee; and where
necessary in order to provide a quorum at any
meeting of the Committee, the presiding
officer shall have the authority to appoint
other members of the Board of Directors to
serve as members of the Executive Committee
at such meetings.
SECTION 3. Regular and special meetings
of the Executive Committee shall be held at
such times and places, and upon such notice.
as the Committee, from time to time, may
prescribe.
SECTION 4. The Board of Directors by
resolution duly adopted, may designate and
appoint such other committees, and prescribe
the powers and duties thereof, as the Board
may deem advisable. By like resolution, the
Board may abolish any such committee, or make
such changes in its membership, powers or
duties, as the Board may consider proper.
SECTION 5. All committees shall keep
minutes of their proceedings, and report the
- 6 -
same to the Board of Directors at the next
regular meeting of the Board.
SECTION 6. Members of committees shall
receive such compensation as the Board of
Directors, from time to time, may determine.
ARTICLE V
OFFICERS
SECTION 1. The Executive Officers of
the corporation shall be chosen and employed
by the Board of Directors, and shall consist
of a Chairman of the Board and such Vice
JUNE 15, 1995 Chairmen of the Board as the Board, from time
to time, may determine, all of whom shall be
chosen from among the members of the Board, a
President, Executive Vice Presidents and Vice
APRIL 19, 1990 Presidents in number as the Board, from time
to time, may determine, a Secretary, and such
other officers as, from time to time, may be
designated and selected by the Board. Any
two of the above-named offices, except those
JUNE 15, 1995 of President and Secretary, may be held by
the same person, but no officer shall
execute, acknowledge or verify any instrument
in more than one capacity, if such instrument
is required by law or by these bylaws to be
executed, acknowledged or verified by two or
more officers.
SECTION 2. The executive officers shall
serve at the pleasure of the Board of
Directors and their compensation shall be
determined by the Executive Committee.
SECTION 3. The authority of the
executive officers shall be that usually
enjoyed, and their duties shall be those
usually performed, by their respective
offices, subject to the supervision and
direction of the Board of Directors and the
Executive Committee.
SECTION 4. The Board of Directors shall
require all officers and employees of the
corporation to be bonded, in such amount, and
with such surety or sureties, as the Board
may deem proper.
- 7 -
ARTICLE VI
INDEMNIFICATION OF DIRECTORS AND OFFICERS
SECTION 1. Each Director and officer,
whether or not then in office, shall be
indemnified by the corporation against all
costs and expenses reasonably incurred by and
imposed upon him in connection with or
resulting from any action, suit or
proceeding, to which he may be made a party
by reason of his being or having been a
director or officer of the corporation, or of
any other company which he served at the
request of the corporation, except in
relation to matters as to which a recovery
shall be had against him by reason of his
having been finally adjudged derelict in such
action, suit or proceeding, in that
performance of his duties as such Director or
officer, and the foregoing right of
indemnification shall not be exclusive of
other rights to which he may be entitled as a
matter of law.
ARTICLE VII
SEAL
SECTION 1. The corporate seal of the
corporation shall consist of a circle having
around the inside of its circumference the
words "Wesbanco, Inc.," and in the center the
words and figures "Incorporated 1968 W.Va."
ARTICLE VIII
FISCAL YEAR
SECTION 1. The fiscal year of the
corporation shall be the calendar year.
ARTICLE IX
STOCK
SECTION 1. The certificates of stock of
the corporation shall be in such form as the
Board of Directors, from time to time, may
prescribe. Each certificate shall be
numbered, shall exhibit the holder's name and
- 8 -
number of shares, and shall be signed in such
manner as directed, from time to time,
JUNE 15, 1995 by the Board of Directors.
SECTION 2. Transfers of shares of stock
shall be made only on the books of the
corporation, by the holder in person or his
attorney duly authorized by power of attorney
properly executed and filed with the
corporation, upon the surrender of the
certificate or certificates for such shares.
SECTION 3. The Board of Directors shall
have power to close the stock transfer books
of the corporation for a period not exceeding
forty (40) days preceding the date of any
meeting of stockholders, or the date for
payment of any dividend, or the date for the
allotment of any rights; provided, however,
that in lieu of closing the stock transfer
books, as aforesaid, the Board of Directors
may fix, in advance, a date not exceeding
forty (40) days preceding the date of any
meeting of the stockholders, any dividend
payment date, or the date for allotment of
rights, as a record date for the
determination of the stockholders entitled to
notice of or to vote at such meeting and/or
entitled to receive such dividend payment or
rights, as the case may be, and only
stockholders of record on such date shall be
entitled to notice of and/or to vote at such
meeting, or to receive such dividend payment
or rights.
SECTION 4. Any person claiming that a
certificate of stock has been lost or
destroyed shall make an affidavit or
affirmation of that fact in such manner as
the Board of Directors may require. The
Board of Directors, in its discretion, may
require the owner of a lost or destroyed
certificate, or his legal representative, to
advertise notice of such loss or destruction,
once a week for two (2) successive weeks, in
a newspaper or newspapers of general
circulation published in such community or
communities as the Board may specify, and, in
its discretion, may require such owner, or
his legal representative, to give the
corporation a bond, in such sum as the Board
may direct, not exceeding double the value of
- 9 -
the stock represented by the lost or
destroyed certificate, and with one or more
sureties satisfactory to the Board, to
indemnify the corporation against any claim
arising or resulting from the loss or
destruction of such certificate or the
issuance of a new certificate. It is
expressly provided, however, that a new
certificate, of the same tenor and for the
same number of shares as the one alleged to
have been lost or destroyed, may be issued
without requiring the publication of a notice
of loss, or the giving of a bond, when, in
the judgment of the Directors, it is proper
so to do.
ARTICLE X
AMENDMENTS
SECTION 1. With the exception of
Sections 1, 2 and 3 of Article III, these
Bylaws may be amended, altered, or repealed
at any duly called and constituted
stockholders' meeting on the affirmative vote
of the majority of the stock represented at
such meeting. The said Sections 1, 2 and 3
of Article III may be amended, altered, or
repealed only by the affirmative vote of the
holders of not less than 75 percent of the
outstanding shares of the capital stock of
the corporation. With the exception of the
said Sections 1, 2 and 3 of Article III,
these Bylaws also may be amended, altered
JANUARY 16, 1986 or supplemented at any meeting of the Board
of Directors upon the affirmative vote of the
majority of the whole Board; provided,
however, that each member of the Board shall
have been served with a written notice of the
proposal to make such amendment, alteration
or supplemental provision at least two
(2) days before such meeting.
- 10 -