Exhibit 3.2
CB&T HOLDING CORPORATION
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BY-LAWS
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OFFICES
Section 1. The corporation may establish offices at any place or places as
the Board of Directors may from time to time determine or the business of the
corporation may require in accordance with the laws of the State of Louisiana.
The principal office shall be located at the Energy Centre, 1100 Poydras Street,
New Orleans, LA 70163.
MEETINGS OF STOCKHOLDERS
Section 2. All meetings of stockholders shall be held at the principal
office of the corporation, or at any such other location as a majority of the
Board Members may direct, upon notice being given to the stockholders in the
manner required by the Articles of Incorporation and
the laws of Louisiana.
Section 3. An annual meeting of stockholders shall be held during the
fourth quarter of each calendar year on a date selected by the Board of
Directors, at which they shall elect by ballot, a Board of Directors, and
transact such other business as may properly be brought before the meeting
Section 4. Written notice of the annual meeting shall be served upon or
mailed to each stockholder entitled to vote thereat, by the Secretary, at such
address as appears on the books of the corporation, at least fifteen (15) days
prior to the meeting.
Section 5. At each stockholder meeting a complete list of the stockholders
entitled to vote at said election, arranged in alphabetical order, with the
residence of each and the number of shares held by each, shall be prepared and
furnished to the Chairman by the Secretary.
Section 6. Special meetings of the stockholders, for any purpose or
purposes, unless otherwise prescribed by statute or by the Articles of
Incorporation, may be called by the President, Board of Directors, or the
President upon the request in writing of stockholders owning a three-fourths
majority in amount of the entire capital stock of the corporation issued and
outstanding and entitled to vote. Any call for a special meeting or request
therefor shall state in writing the purpose or purposes of the proposed special
meeting.
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Section 7. Written notice of a special meeting of stockholders stating the
time, place and object thereof shall be afforded to each stockholder entitled to
vote thereat in the manner set forth in Section 4 of this article, provided that
twenty (20) days notice be given for any special meeting of the stockholders.
Section 8. Business transacted at all special meetings shall be confined
to the objects stated in the call.
Section 9. The holders of three-fourths of the stock issued and
outstanding and entitled to vote thereat, present in person or represented by
proxy, shall be requisite and shall constitute a quorum at all meetings of the
stockholders for the transaction of business, except as otherwise provided by
statute by the Articles of Incorporation or by these by-laws. If, however, such
quorum shall not be present or represented at any meeting of the stockholders,
the stockholders entitled to vote thereat, 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. 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.
Section 10. When a quorum is present at any meeting, the vote of the
holders of a majority of the stock having voting power, present in person or
represented by proxy, shall decide any question brought before such meeting,
unless the question is one upon which by express provision of the statutes or of
the Articles of Incorporation or of these by-laws, a different vote is required,
in which case such express provision shall govern and control the decision of
such question.
Section 11. At any meeting of the stockholders every stockholder having
the right to vote shall be entitled to vote in person, or by proxy appointed by
an instrument in writing subscribed by such stockholder and hearing a date not
more than six (6) months prior to said meeting, unless said instrument provides
for a longer period. Each holder of stock having voting power, registered in
his name on the books of the corporation shall have the right to vote the number
of shares of such stock so owned by him, for as many directors as are to be
elected by the stockholders, as the case may be. Except where the transfer books
of the corporation shall have been closed, or a date shall have been fixed as a
record date for the determination of its stockholders entitled to vote, no share
of stock shall be voted on at any election of Directors which shall have been
transferred on the books of the corporation within thirty (30) days next
preceding such election of Directors.
Section 12. Whenever the vote of stockholders at a meeting thereof is
required or permitted to be taken in connection with any corporate action by any
provisions of the statutes or of the Articles of Incorporation or of these by-
laws, the meeting and vote of stockholders may be dispensed with, if all the
stockholders who would have been entitled to vote upon the action if such
meetings were held, shall consent in writing to such corporate action being
taken.
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Section 13. At any meeting of the stockholders, the Chairman of the Board
of Directors shall preside or, in his absence, the President, or in the event
both are absent, a Chairman appointed by the meeting will preside.
DIRECTORS
Section 14. The number of Directors which shall constitute the Board shall
be no more than thirty (30) and no less than (5). The number of Directors shall
be set each year at the annual meeting of the shareholders. The Directors shall
be elected at the annual meeting of the shareholders except as provided in
Section 15 of these by-laws, and each Director shall hold office until his
successor shall be elected and shall qualify.
Section 15. The Board of Directors may increase its membership, not to
exceed thirty (30) Directors, and may fill any vacancy that may exist or occur
among Directors, either death, resignation or otherwise, by a three fourths vote
of the entire Board, and any Director or Directors so elected to fill any
vacancy shall hold office until the next regular election or until their
successor or successors shall be elected and qualified.
Section 16. The property and business of the corporation shall be managed
by its Board of Directors which may exercise all such powers of the corporation
and do all such lawful acts and things as are not by statute or by the Articles
of Incorporation or by these by-laws directed or required to be exercised or
done by the stockholders.
MEETINGS OF THE BOARD
Section 17. The Directors of the corporation may hold their meetings, both
regular and special, either within or without the State of Louisiana.
Section 18. The first meeting of each newly elected Board shall be held at
such time and place as shall be fixed by the vote of the stockholders at the
annual meeting for the election of directors, and no notice of such meeting
shall be necessary to the newly elected directors in order to legally constitute
the meeting, provided a quorum shall be present, or they may meet at such place
and time as shall be fixed by the consent in writing of all directors.
Section 19. Regular meetings of the Board may be held without notice at
such time and place as shall from time to time be determined by the Board.
Section 20. Special meetings of the Board may be called by the Chairman or
President on three (3) days' notice to each director, either personally or by
mail or by telephone; special meetings shall be called by the Chairman, the
President or the Secretary of the Board in like manner and on like notice on the
written request of a majority of the Directors.
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Section 21. At all meetings of the Board the presence of two-thirds of the
entire Board 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 specifically provided by statute or by the
Articles of Incorporation or by these by-laws.
Section 22. The Board of Directors may, by resolution passed by three-
fourths of the whole Board, designate one or more committees, each committee to
consist of two or more of the Directors of the corporation, which to the extent
provided in said resolution, shall have and may exercise any and all of the
powers of the Board of Directors, in the management of the business and affairs
of the corporation, except as may be otherwise provided by the Articles of
Incorporation, the statutes and these by-laws. Such committee or committees
shall have such name or names as may be determined from time to time by
resolution adopted by the Board of Directors.
Section 23. Any action which may be taken at a meeting of the Board or any
committee thereof, may be taken by a consent in writing signed by all of the
directors or by all members of the committee, as the case may be, and filed with
the records of proceedings of the Board or committee.
Section 24. The members of the Board of Directors may participate in and
hold a meeting of the Board by means of conference telephone or similar
communications equipment provided that all persons participating in the meeting
can hear and communicate with each other. Participation in a meeting pursuant
to this subsection 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.
COMPENSATION OF DIRECTORS
Section 25. Directors, as such, shall not receive any stated salary for
their service, but, by resolution of the Board, a fixed sum and expenses of
attendance, if any, may be allowed for attendance at each regular or special
meeting of the Board; provided, that nothing herein contained shall be construed
to preclude any Director from serving the corporation in any other capacity and
receiving compensation therefor. Members of special or standing committees may
be allowed like compensation for attending committee meetings.
NOTICES
Section 26. Whenever under the provisions of the statutes or of the
Articles of Incorporation or of these by-laws, notice is required to be given to
any Director or stockholder, it shall not be construed to mean personal notice,
but such notice may be given in writing, by mail, addressed to such Director or
shareholder at such address as appears on the books of the corporation, and such
notice shall be deemed to be given at the time when the same shall be thus
mailed.
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Section 27. Whenever any notice is required to be given under the
provisions of the statutes or of the Articles of Incorporation or of these by-
laws, a waiver thereof in writing signed by the person or persons entitled to
said notice, whether before or after the time stated therein, shall be deemed
equivalent thereto.
OFFICERS
Section 28. The Board of Directors shall establish and elect the officers
for the management of the business and affairs of the corporation, which
officers may be a Chairman of the Board, a Chief Executive Officer, a President
one or more Vice Presidents, a Treasurer, a Secretary to the Board of Directors,
and one or more Assistant Secretaries and Assistant Treasurers, and any two or
more of these officers may be combined in any one person. Any officer or agent
may be removed by the Board of Directors, the Executive Committee, or the
Chairman of the Board with or without cause at any time. The Board of Directors
may from time to time elect, appoint and establish such other officers and
agents as they deem necessary. The officers and agents shall have such
authority and perform such duties in the management of the property and affairs
of the corporation as herein below prescribed or as may be hereinafter
prescribed.
Section 29. The salaries of all officers, agents or any employees of the
corporation shall be set by the Chief Executive Officer.
Section 30. Such officers as the Board may require shall give bond in such
sums as may be fixed from time to time by the Board of Directors with such
surety or sureties as the Board may from time to time approve.
CHAIRMAN
Section 31. The Chairman shall preside at all board meetings when present
and be ex-officio chairman of all committees. He shall sign all minutes of
meetings at which he may have presided. He shall hold office of the current year
for which the Board of which he shall be a member, was elected unless he shall
resign, be disqualified or be removed. He shall nominate all members of any
committees to be appointed for election by the Board of Directors except the
Examining Committee.
THE CHIEF EXECUTIVE OFFICER
Section 32. The Chief Executive Officer shall have the authority and
responsibility over the active and general management of the corporation's
business, subject to the control of the Board of Directors. He shall have the
power to appoint and discharge all lesser officers, agent and employees, except
as otherwise herein specifically provided.
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PRESIDENT
Section 33. The President shall be the chief administrative officer of the
corporation. He shall have active and general management of the corporation's
business in the absence of the Chief Executive Officer. Between meetings of the
Board, he shall be empowered to authorized and direct the bringing or defending
of any civil suit, garnishment or other litigation which in his judgment ought
to be brought or defended. He shall perform any and all other duties which may
be assigned to him or which are commonly performed by the presidents of banks.
THE VICE PRESIDENT
Section 34. The Vice President shall do and perform such duties and
exercise such authority as set out in these by-laws or which may from time to
time be prescribed by the Board of Directors.
TREASURER
Section 35. The Treasurer shall be responsible for all monies, funds,
indemnity bonds and other valuables of the corporation and shall deliver same to
the order of the Board of Directors of the corporation or to the person or
persons authorized to receive them. The Treasurer shall pay all the current
expenses of the corporation and shall, every three (3) months, or more often if
required, make to the Board of Directors a detailed statement thereof.
SECRETARY TO THE BOARD OF DIRECTORS
Section 36. The Secretary of the Board of Directors shall attend all
sessions of the Board and all meetings of the stockholders and record all votes
and the minutes of all proceedings in a book to be kept for that purpose and
shall perform like duties for the standing committees when required.
ASSISTANT SECRETARY
Section 37. The Assistant Secretary shall, in case of disability of the
Secretary or his or her absence from the particular place where the act is to be
performed, perform the duties and exercise the powers of the Secretary.
ASSISTANT TREASURER
Section 38. The Assistant Treasurer, whether one or more, shall perform
such duties as may be prescribed from time to time by the Board of Directors or
by the President and shall, in the absence of the Treasurer, perform such duties
of the Treasurer as may be directed either by the Board of Directors or by the
President.
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POWERS AND DUTIES
Section 39. The Chief Executive Officer, the President, or any officer
designated by them shall have the power to bind the corporation in transactions
relating to the routine conduct of its business, not requiring specific approval
of the stockholders or the Board of Directors.
INDEMNIFICATION OF OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS
Section 40. This corporation shall indemnify any person who was or is a
party or is threatened to be made a party to any action, suit or proceeding,
whether civil, criminal, administrative or investigative (including any action
by or in the right of the corporation) by reason of the fact that he 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 business, foreign or non-profit corporation, partnership, joint venture
or other enterprise, against expenses (including attorney's fees), judgments,
fines and amounts paid in settlement actually and reasonable 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 or 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; provided that in case of
actions by or in the right of the corporation, the indemnity shall be limited to
expenses (including attorney's fees, and amounts paid in settlement not
exceeding, in the judgment of the Board of Directors, the estimated expense of
litigating the action to conclusion) actually and reasonably incurred in
connection with the defense or settlement of such action and no indemnification
shall be made in respect of any claim, issue or matter as to which such person
shall have been adjudged to be liable for negligence or misconduct in the
performance of his duty to the corporation unless and only to the extent that
the court shall determine upon application that, despite the adjudication of
liability but in view of all the circumstances of the case, he is fairly and
reasonably entitled indemnify for such expenses which the court shall deem
proper. The termination of any action, suit or proceeding by judgment, order,
settlement, 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 or 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.
This corporation may procure insurance, and may pay premium therefor, in order
to insure against the liabilities herein undertaken.
EXECUTIVE COMMITTEE
Section 41. There is hereby created and constituted a standing committee
composed of five (5) Directors, which shall include the Chairman of the Board
and President, to be appointed by the Board. The Executive Committee shall, in
accordance with Section 81(8) of Title 12 of the Louisiana Revised Statutes,
have and may exercise the full and complete powers of the Board of Directors in
the management of the business and affairs of the corporation.
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EXAMINING AND AUDIT COMMITTEE
Section 42. Every calendar year the Board of Directors shall examine fully
the books, papers, business and affairs of the corporation. They may make any
examination necessary to afford them complete knowledge of the affairs of the
corporation and may employ expert clerical help, including auditors, if deemed
expedient. A sworn written report of such examination shall be rendered to the
Chairman of the Board of Directors within ten (10) days of its completion and
the written report shall contain a statement of the assets and liabilities of
the corporation as shown by its books, together with any deductions from the
assets or additions to the liabilities which the directors of committee see fit
to recommend after completion of the examination. Said sworn written report
shall also include any other matter that may affect the solvency or best
interest of the corporation. After rendition, said written report will be
submitted to the President, who shall thereafter submit same to the Board of
Directors at its first meeting held subsequent to the receipt of the report by
the President and a record of it shall be made in the minutes of that meeting.
Neither the President nor any salaried Vice-President shall be a member of the
Examining Committee. Nothing herein contained shall prevent the Examining
Committee from making its examination on a surprise basis.
CERTIFICATES OF STOCK
Section 43. The certificates of stock of the corporation shall be numbered
and shall be entered in the books of the incorporation as they are issued. They
shall exhibit the holder's name and number of shares and shall by signed by the
President or a Vice President and by the Secretary or Treasurer, and sealed with
the seal of the corporation.
LOST CERTIFICATES
Section 44. The Board of Directors may direct a new certificate or
certificates to be issued in place of any certificate or certificates
theretofore issued by the corporation alleged to have been lost or destroyed,
upon the making of an affidavit of that fact by the person claiming the
certificate of stock to be lost or destroyed. When authorizing such issue of a
new certificate or certificates, the Board of Directors may, in its discretion
and as a condition, precedent to the issue issuance thereof, require the owner
of such lost or destroyed certificate or certificates, or his legal
representative, to advertise the same in such manner as it shall require and/or
give the corporation a bond in such sum as it may direct as indemnity against
any claim that may be made against the corporation with respect to the
certificate alleged to have been lost or destroyed, and may require compliance
with the provisions of the Uniform Stock Transfer Law of Louisiana.
TRANSFERS OF STOCK
Section 45. Upon surrender to the corporation of a certificate for shares
duly endorsed or accompanied by proper evidence of succession, assignment or
authority to transfer, it shall be the
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duty of the corporation to issue a new certificate to the person entitled
thereto, cancel the old certificate and record the transaction upon its books.
CLOSING OF TRANSFER BOOKS
Section 46. Unless otherwise authorized by statute or the Articles of
Incorporation, the Board of Directors may close the stock transfer books of the
corporation for a period not exceeding fifty (50) days preceding the date of any
meeting of the stockholders, the date for payment of any dividend, the date for
the allotment of rights or the date when any change or conversion or exchange of
capital stock shall go into effect, or for a period of not exceeding fifty (50)
days in connection with obtaining the consent of stockholders for any purpose.
In lieu of closing the stock transfer books as aforesaid, the Board of Directors
may fix in advance of a date, not exceeding fifty (50) days preceding the date
of any meeting of stockholders, the date for the payment of any dividend, the
date for the allotment of rights, the date when any change or conversation or
exchange of capital stock shall go into effect or a date in connection with
obtaining such consent, as a record date for the determination of the
stockholders entitled to notice of, and to vote at any such meeting, and any
adjournment thereof, or entitled to receive payment of any such dividend, or to
exercise the rights in respect of any such change, conversation or exchange of
capital stock, or to give such consent, and in such case such stockholders and
only such stockholders as shall be stockholders of record on the date so fixed
shall be entitled to such notice of, and to vote at, such meeting and any
adjournment thereof, or to receive payment of such dividend, or to receive such
allotment, of rights, or to exercise such rights, or to give such consent, as
the case may be, notwithstanding any transfer of any stock on the books of the
corporation after any such record date fixed as aforesaid.
REGISTERED STOCKHOLDERS
Section 47. The corporation shall be entitled to treat the holder of
record of any share or shares of stock as the holder 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
the laws of Louisiana.
DIVIDENDS
Section 48. Dividends upon the capital stock of the corporation, subject
to the provisions of the Articles of Incorporation, if any, may be declared by
the Board of Directors at any regular or special meeting, pursuant to law.
Dividends may be paid in cash, in property or in shares for the capital stock,
subject to the provisions of the Articles of Incorporation and the laws of
Louisiana.
Section 49. Before payment of an dividend, there may be set aside out of
any funds of the corporation available for dividends such sum or sums as the
Directors from time to time, in their absolute discretion, think proper as a
reserve fund to meet contingencies, or for equalizing dividends, or for
repairing or maintaining any property of the corporation, or for such other
purposes as the
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directors shall think conducive to the interest of the corporation, and the
directors may modify or abolish any such reserve in the manner in which it was
created.
ANNUAL STATEMENT
Section 50. The Board of Directors shall present at each annual meeting,
and, when called for by vote of the stockholders, at any special meeting of the
stockholders a full and clear statement of the business and condition of the
corporation.
AMENDMENTS
Section 51. These By-Laws may be altered or repealed at any regular
meeting of the stockholders or at any special meeting of the stockholders at
which a quorum is present or represented, provided notice of the proposed
alteration or repeal be contained in the notice of such special meeting by the
affirmative vote of a three fourths majority of the stock entitled to vote at
such meeting and present or represented thereat, or by the affirmative vote of a
majority of the entire Board of Directors at any regular meeting of the Board or
at any special meeting of the Board, if notice of such proposed alteration or
repeal be contained in the notice of such special meeting; provided, however,
that no change of the time or place of the meeting for the election of directors
shall be made within thirty (30) days next before the date on which such meeting
is to be held and that, in case of any change of such time or place, notice
thereof shall be given to each stockholder in person or by letter mailed to his
last known post office address at least twenty (20) days before the meeting is
held.
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UNANIMOUS CONSENT OF DIRECTORS
OF CB&T HOLDING CORPORATION
The undersigned, being the initial directors of CB&T Holding Corporation
(the "Corporation"), and acting herein by unanimous consent as permitted by
section 81C(9) of the Louisiana Business Corporation Law, hereby adopt the
following corporate resolutions:
RESOLVED, that Section 3 of the Corporation's Bylaws is hereby amended in
its entirety to read as follows:
An annual meeting of stockholders shall be held during the fourth quarter
of each calendar year on a date selected by the Board of Directors, at
which they shall elect by ballot, a Board of Directors, and transact such
other business as may properly be brought before the meeting;
and,
RESOLVED, that Section 42 of the Corporation's Bylaws is hereby amended by
replacing the phrase "six (6) months" with the phrase "calendar year."
IN WITNESS WHEREOF, this action by the Board of Directors of CB&T Holding
Corporation is hereby taken on the 29th day of November, 1994.
/s/ Gary N. Solomon /s/ John A. Meltzer
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Gary N. Solomon John A. Meltzer
/s/ Martha N. Solomon /s/ Fred B. Morgan, III
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Martha N. Solomon Fred B. Morgan, III
/s/ David A. Briggs /s/ Daniel Buckman
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David A. Briggs Daniel Buckman
/s/ Ronald P. Briggs /s/ Robert Redfearn
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Ronald P. Briggs Robert Redfearn
CERTIFICATE
I, MARTHA N. SOLOMON, Secretary of CB&T Holding Corporation, do hereby
certify that the subscribers to the foregoing consent are all of the members of
the Board of Directors of CB&T Holding Corporation as of the 14th day of
November, 1994.
Martha N. Solomon
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, Secretary
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