Exhibit 3.2
BY-LAWS
of
FIRST NATIONAL BANK OF COMMERCE
(As Amended through December 18, 1995)
Section 1. OFFICES
1.1. Main Office of the Association. The main office of the Association
shall be at 210 Baronne Street New Orleans, Louisiana.
1.2. Additional Offices. The Association may have such offices at such
other places permitted by law as the Board of Directors may from time to
time determine or the business of the Association may require.
Section 2. SHAREHOLDERS' MEETINGS
2.1. Place of Meetings. Unless otherwise required by law, all
shareholder meetings shall be held in the Board Room of the First National
Bank of Commerce, 210 Baronne Street, New Orleans, Louisiana.
2.2. Annual Meeting. An annual shareholder meeting shall be held on the
same date as the annual meeting of shareholders of First Commerce
Corporation for the purpose of electing directors and for the transaction
of such other business as may properly be brought before the meeting.
Failure to hold the annual meeting shall not affect the validity of any
action taken by the Association or its Board of Directors or officers,
provided that if no annual meeting is held, or unanimous consent executed
in lieu thereof, within 18 months of the date of the previous annual
meeting or unanimous consent in lieu thereof, then the Board of Directors
or the Chief Executive Officer of the Association are each empowered to
call the annual shareholder meeting.
2.3. Special Meetings. Except as otherwise specifically provided by
statute, special shareholder meetings may be called for any purpose at any
time by the shareholder, a majority of the Board of Directors or the Chief
Executive Officer of the Association.
2.4. Proxies. The shareholder may vote at any shareholder meeting through
its Chief Executive Officer or by proxies duly authorized in writing and
signed by its Chief Executive Officer or accompanied by a certified copy of
a resolution of its Board of Directors, but no officer or employee of the
Association shall act as proxy. Proxies shall be valid only for one
meeting, to be specified therein, and any adjournments of such meeting.
Proxies shall be dated and shall be filed with the records of the meeting.
Section 3. DIRECTORS
3.1 Number. The number of authorized directors shall be such number,
not less than five nor more than twenty-five, as shall be elected from time to
time by the shareholder.
3.2. General Powers; Election. All of the corporate powers shall be
vested in, and the business and affairs of the Association shall be managed
by the Board of Directors, except to the extent limited in the Articles of
Association or these By-laws. The Board of Directors may exercise all such
powers of the Association and do all such lawful acts and things which are
not by law, the Articles of Association or these By-laws directed or
required to be done by the Chief Executive Officer or the shareholder.
Directors, other than directors elected to fill a vacancy, shall be elected
at the annual shareholder meeting and shall hold office for one year or
until their successors are chosen and have qualified.
3.3. Limitation on Power to Issue Stock. The Board of Directors shall not
have power to issue any capital stock of the Association, or any rights to
acquire capital stock, without the consent of the shareholder.
3.4. Vacancies. Except as otherwise provided in the Articles of
Association or these By-laws (a) the office of a director shall become
vacant if he dies, resigns, is removed from office, or ceases at any time
to have the qualifications required by law, and (b) the Board of Directors
or the shareholder may declare vacant the office of a director if (i) he is
interdicted or adjudicated an incompetent, (ii) an action is filed by or
against him, or any entity of which he is employed as his principal
business activity, under the bankruptcy laws of the United States, (iii) he
becomes incapacitated by illness or other infirmity so that he is unable to
perform his duties for a period of six months or longer, or (iv) he ceases
at any time to have the qualifications required by the Articles of
Association or these By-laws. The shareholder shall have the exclusive
right to fill any vacancy on the Board of Directors.
3.5. Eligibility for Nomination or Election. No person shall be eligible
for nomination or election as a director who:
(1) shall have attained the age of 72 years, provided that any person who
on April 16,1990 was a director of First Commerce Corporation may continue
to be nominated and elected for so long as he is also a director of First
Commerce Corporation;
(2) while a director of the Bank was absent during his annual term of
office from more than one-third of the aggregate number of meetings of the
Board of Directors and Committees of which he was a member, unless the
failure to so attend resulted from illness or other reason determined by
the Executive Committee of First Commerce Corporation to excuse such
failure to attend, provided that nothing herein shall be deemed to be in
derogation of the power of the Board of Directors or shareholder to declare
the office of a director vacant on the grounds of prolonged illness or
disability; or
(3) while a director of the Bank ceased for any reason to be engaged in the
principal occupation or employment in which he was engaged on the date of
his election to the Board of Directors; provided that a director ineligible
for nomination or election under this subparagraph (3) may be declared
eligible for nomination or election if the Executive Committee of First
Commerce Corporation determines that such director's new principal
occupation or employment justifies such nomination or election.
3.6. Advisory Directors. The Board of Directors, with the advice and
consent of the shareholder, may select one or more persons to serve as
advisory directors of the Bank, provided that (1) no person shall serve or
be eligible to serve as an advisory director after he or she has attained
age 78, and (2) no person not a duly elected member of the Board of
Directors of the Bank may serve as a voting member of any Committee of the
Bank.
Section 4. MEETINGS OF THE BOARD OF DIRECTORS
4.1. Place of Meetings. The meetings of the Board of Directors shall be
held in the Board Room at the Association`s Main Office or at such other
place as the Board of Directors may from time to time designate or as may
be fixed in the notice of a special meeting given pursuant to Section 4.4
hereof.
4.2. Annual Meeting. The first meeting of each newly-elected Board of
Directors shall be held on the date of the next scheduled regular meeting
following the annual shareholder meeting in the Board Room at the
Association's Main Office or at such other place as the Board of Directors
may determine, and no notice of such first meeting shall be necessary to
the newly-elected directors in order legally to constitute the meeting.
4.3. Regular Meetings; Notice. Regular meetings of the Board of
Directors shall be held on the third Monday of each month, or if such day is
a legal holiday, then on the next succeeding banking day, but the Board may at
any regular or special meeting change the date of any next succeeding regular
meeting. Notice of regular meetings of the Board of Directors shall not be
required unless the date thereof has been changed, in which case two days
notice shall suffice.
4.4. Special Meetings; Notice. Special meetings of the Board of
Directors may be called by the Chief Executive Officer or shareholder on two
days' notice given to each director. Special meetings shall be called by the
Chief Executive Officer or shareholder in like manner and on like notice on
the written request of a majority of the Board of Directors and, if the
Chief Executive Officer or shareholder fails or refuses or is unable to
call a special meeting within 24 hours of such request, then a majority of
the Board of Directors may call the special meeting on two days' notice
given to each director.
4.5. Business to be Conducted at Meetings. Except as otherwise provided
in these By-laws, any business of the Association which is necessary or proper
for action by the Board of Directors may be conducted at any meeting of the
Board of Directors, whether annual, regular or special, and it shall not be
necessary that any notice of any meeting state its purpose. If, however, a
notice of a meeting states its purpose and does not further state that the
meeting may consider any other business, then the business to be conducted
at the meeting shall be limited to the purpose stated in such notice.
4.6. Quorum; Adjournments. A majority of the Board of Directors shall be
necessary to constitute a quorum for the transaction of business, and
except as otherwise provided by law or these By-laws, the acts of a
majority of the directors present at a meeting at which a quorum is present
shall be the acts of the Board of Directors. If a quorum is not present at
any meeting of the Board of Directors, the directors present may adjourn
the meeting from time to time, without notice other than announcement at
the meeting, until a quorum is present.
4.7. Withdrawal. If a quorum is present when the meeting is convened, the
directors present may continue to do business, taking action by vote of a
majority of a quorum as fixed in Section 4.6 hereof, until adjournment,
notwithstanding the withdrawal of enough directors to leave less than a
quorum as fixed in Section 4.6 hereof, or the refusal of any director
present to vote.
4.8. Compensation. Directors who are not salaried officers of the
Association or any of its subsidiaries shall be entitled to such
compensation for their services as directors as may from time to time be
determined by the shareholder, and all directors shall be entitled to
reimbursement for any reasonable expenses incurred in attending meetings of
the Board of Directors or any committee thereof.
4.9. Action by Consent. Any action which may be taken at a meeting of the
Board of Directors 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
of Directors or committee.
4.9.1. Meeting by Telephone or Similar Communications. Members of the
Board of Directors may participate at and be present at any meeting of the
Board of Directors or any committee thereof by means of conference telephone
or similar communications equipment if all persons participating in such
meeting can hear and communicate with each other. Participation in a
meeting pursuant to this Section 4.9.1 shall constitute presence in person
at such meeting, except where otherwise required by law.
Section 5. COMMITTEES OF THE BOARD OF DIRECTORS
5.1. Designation. The Board of Directors may designate one or more
committees, each committee to consist of not less than three directors of
the Association (and one or more directors may be named as alternate
members to replace any absent or disqualified regular members), which, to
the extent provided by resolution of the Board of Directors or these
By-laws, shall have and may exercise the powers of the Board of Directors
in the management of the business and affairs of the Association, and may
have the power to authorize the seal of the Association to be affixed to
documents. The members of each committee shall be nominated by the Chief
Executive Officer and approved by the Board of Directors and, in a similar
manner, one of the members of each committee shall be selected as its
Chairman, who shall be authorized to call all meetings of such committee,
to preside at all such meetings and to appoint a Secretary (who may be an
officer of the Association or any of its subsidiaries) to keep regular
minutes of its meetings and report the same to the Board of Directors when
required. Such committee or committees shall have such name or names as
may be stated in these By-laws, or as may be determined, from time to time,
by the Board of Directors. Any vacancy occurring in any such committee
shall be filled in the same manner as appointments are made, but the Chief
Executive Officer may designate another director to serve on the committee
pending action by the Board of Directors. Each such committee shall hold
office during the term of the Board of Directors constituting it, unless
otherwise ordered by the Board of Directors.
5.2. Executive Committee. The Executive Committee, one of the members of
which shall be the Chief Executive Officer, shall meet as necessary in
order to perform the duties provided for in this Section 5.2. The functions
of the Executive Committee shall be to:
A. Exercise any of the powers of the Board of Directors if by the
unanimous consent of the members of the Executive Committee it is determined
that because of the nature of the particular situation it, is not possible or
practical to convene the full Board of Directors.
B. Perform such other duties and exercise such other powers as may
be delegated to it expressly by the Board of Directors.
5.3. Examining Committee. The Examining Committee shall be selected from
those directors who are not officers of the Association or members of the
Trust Committee. The functions of the Examining Committee shall be to:
A. Consult with the chosen independent auditors of First Commerce
Corporation with respect to the plan of the audit of the Association.
B. Consult with the internal auditor of First Commerce Corporation
assigned responsibility with respect to the Association directly on any matter
the Committee or the internal auditor deems appropriate in connection with
carrying out their functions.
C. Review all examinations and internal audit reports of the
Association, its divisions, departments or subsidiaries and report to the Board
of Directors the results of each examination and any recommendations by the
examiners, and review and report to the Board of Directors in a timely
manner on all internal audits.
D. Discuss with the Association's management its responses to the
reports and recommendations emanating from internal and external audits;
E. Cause the required audit of the Association's Trust Department;
and
F. Report to the Board of Directors concerning the results of its
reviews.
5.4. Directors Loan Committee. The Directors Loan Committee shall meet
monthly, or as necessary in order to perform the duties provided for in
this Section 5.4. The Committee may, by a vote of not less than
three-fourths of its members, establish one or more subcommittees and may
delegate to any such subcommittee any of the functions specified below.
A. Review the loan policies.
B. Review information concerning quality and volume changes of
the loan portfolio.
C. Review new and existing credits in excess of $2,500,000.
D. Review new problem credits and significant changes in existing
problem credits.
E. Review material exceptions made by management to the loan
policies in cases involving in excess of $2,500,000.
5.5. Trust Committee. The Trust Committee shall contain a majority of
directors who are not officers of the Association or any of its
subsidiaries. The Trust Committee shall meet at least quarterly, or as
necessary in order to perform the duties provided for in this Section 5.5.
The functions of the Trust Committee shall be to:
A. Exercise general supervision of the Trust Division of the
Association, including assigning the administration of fiduciary powers as
they may consider proper to such directors, officers, employees or committees
as they may designate in order to exercise supervision of the Trust Division.
B. Adopt administrative and investment policies, subject to
approval by the Board of Directors of any major changes in such policies,
designed to insure adherence to the Regulations of the Comptroller of the
Currency, and sound fiduciary principles.
C. Report all material exceptions to administrative and investment
policies to the Board of Directors at its next regular meeting.
5.6. Directors Investment Committee. The Directors Investment Committee
shall meet monthly, or as necessary in order to perform the duties provided
for in this Section 5.6. The Committee may, by a vote of not less than
three-fourths of its members, establish one or more subcommittees and may
delegate to any such subcommittee any of the functions specified below.
A. Monitor the degree of interest rate risk which exists within the
balance sheet.
B. Oversee the liquidity management practices of the bank.
C. Review the composition of bank liabilities in order to ensure
a proper mix of deposits.
D. Review all relevant data related to the Investment Portfolio of
the Bank.
E. Review the investment and business strategies of the Funds
Management Group on an annual basis.
F. Review the FCC Asset Liability Committee Minutes.
G. Review new laws and regulations that apply to the funds
management process.
Section 6. NOTICES
6.1. Form of Delivery. Whenever under the provisions of law, the Articles
of Incorporation or these By-laws, notice is required to be given to any
director or the shareholder, it shall not be construed to mean personal
notice unless otherwise specifically provided in the Articles of
Association or these By-laws, but said notice may be given by mail,
addressed to such director or shareholder at his address as it appears on
the records of the Association, with postage thereon prepaid. Such notices
shall be deemed to be given at the time they are deposited in the United
States mail. Notice to a director pursuant to Section 4 hereof may also be
given personally or by telephone or telegram sent to his address as it
appears on the records of the Association.
6.2. Waiver. Whenever any notice is required to be given by law, the
Articles of Association or 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. In
addition, notice shall be deemed to have been given to, or waived by, the
shareholder or any director who attends a shareholder meeting or meeting of
directors in person (or in the case of the shareholder, is represented at
such meeting by proxy) without protesting at the commencement of the
meeting the transaction of any business because the meeting is not lawfully
called or convened.
Section 7. OFFICERS AND EMPLOYEES
7.1. Designations. The officers of the Association shall be a Chairman of
the Board, a President, a Chief Executive Officer and a Secretary and may
be such additional officers as provided in Sections 7.10 and 7.11 hereof.
Any two offices may be held by the same person, provided that no person
holding more than one office may sign, in more than one capacity, any
certificate or other instrument required by law to be signed by two
officers.
7.2. Compensation. The salary and bonus of the Chief Executive Officer
shall be fixed from time to time by the shareholder. The salaries and bonus
of all other officers and employees of the Association shall be fixed from
time to time by the Chief Executive Officer, provided that the salary to
any such officer or employee shall be no higher than 80% of the salary of
the Chief Executive Officer without the approval of the shareholder. No
officer shall be prevented from receiving such salary or bonus by reason of
the fact that he is also a director of the Association.
7.3. Employment Contracts. The Association is prohibited from entering
into any employment contracts without the prior review and approval of such
contracts by the shareholder.
7.4. Removal. Any officer or employee of the Association may be removed,
with or without cause, at any time by the action of the shareholder, the
Board of Directors or the Chief Executive Officer, but such removal shall
not prejudice the contract rights, if any, of the person so removed.
7.5. Duties and Powers of Officers. The duties and powers of the officers
of the Association shall be as provided in these By-laws, or as provided
for pursuant to these By-laws, or as shall be specified from time to time
by the Chief Executive Officer, or (except to the extent inconsistent with
these By-laws, or with any provision made pursuant hereto) shall be those
customarily exercised by corporate officers holding such offices.
7.6. 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.
The Chairman of the Board shall, if present, open and close all meetings of
the shareholders and the Board of Directors, shall preside at all meetings
of the Board of Directors and shareholders when the Chief Executive Officer
is absent or otherwise unable to preside, and shall have and may exercise
such further powers and duties as from time to time may be conferred upon,
or assigned by the Board of Directors and the Chief Executive Officer.
7.7. Chief Executive Officer. From the Board of Directors the shareholder
shall designate one person to be Chief Executive Officer of the
Association. The shareholder will notify the Board of Directors of the
appointment promptly upon its being made, and may, if it deems practicable,
provide advance notice of such appointment. Concurrently with such notice
the shareholder will provide the Board with information on the background
and qualifications of the person the shareholder has appointed. The Chief
Executive Officer shall preside at all meetings of the Board, shall have
general executive powers, shall have the power to authorize and direct the
bringing or defending of any civil suit or other litigation which in his
judgment ought to be brought or defended, shall vote the stock of any
subsidiary of the Association, shall have authority consistent with the
loan and investment policies of the Association to make investments and to
extend credit up to the legal limit and designate other officers to make
such investments and extensions of credit up to specified amounts, and
shall have and may exercise any and all other powers and duties pertaining
by law, regulation, or practice, to the office of Chief Executive Officer,
or imposed by these By-laws. The Chief Executive Officer shall also have
and may exercise such further powers and duties as from time to time may be
conferred, or assigned by the Board of Directors. The Chief Executive
Officer may delegate to any other officer of the Association any of the
powers and duties specified in this Section 7.7.
7.8. President. From the Board of Directors the shareholder shall
designate one person to be President of the Association. The shareholder will
notify the Board of Directors of the appointment promptly upon its being made,
and may, if it deems practicable, provide advance notice of such appointment.
Concurrently with such notice the shareholder will provide the Board with
information on the background and qualifications of the person the
shareholder has appointed. The President shall exercise such powers as may
be delegated to him by the Chief Executive Officer.
7.9 Secretary. The Board of Directors shall appoint a Secretary, Cashier,
or other designated officer who shall be Secretary of the Board and of the
Association, and shall keep accurate minutes of all meetings. The Secretary
shall attend to the giving of all notices required by these By-laws to be
given; shall be custodian of the corporate seal, records, documents and
papers of the Association; shall provide for the keeping of proper records
of all transactions of the Association; shall have and may exercise any and
all other powers and duties pertaining by law, regulation or practice, to
the office of Cashier, or imposed by these By-laws; and shall also perform
such other duties as may be assigned from time to time, by the Board of
Directors or the Chief Executive Officer.
7.10. Chief Operating Officer. The shareholder may appoint a Chief
Operating Officer. Such officer shall exercise such powers and perform
such duties as pertain to the office, or as may be conferred upon, or
assigned to the office by the Chief Executive Officer.
7.11. Other Officers. The Board of Directors or the Chief Executive
Officer may appoint one or more Vice-Chairmen or Vice-Presidents (who may be
given special designations or seniority), Assistant Vice Presidents, Trust
Officers, Assistant Secretaries, Banking Officers, Managers and Assistant
Managers of Branches and such other officers and Attorneys-in-fact as from
time to time may appear to be required or desirable to transact the
business of the Association. Such officers shall respectively exercise
such powers and perform such duties as pertain to their several offices, or
as may be conferred upon, or assigned to, them by the Board of Directors or
the Chief Executive Officer.
7.12. Honorary Designation. The Chief Executive Officer shall have the
authority to give one or more officers designated pursuant to Section 7.11
the honorary designation of Market President of a particular, named
geographic region. Such designation shall not in itself convey or confer
any authority to act on behalf of the Association. Any authority or
responsibility that a designee has is that which has been or may be
conferred pursuant to Sections 7.11 and 8.1 herein. A designee hereunder
shall not be deemed by virtue of such designation to be an executive
officer and is specifically excluded from participation in major policy
making functions of the Association as set forth in the Federal Reserve
Board's Regulation O, 12 C.F.R. 215.2(d). Provided that the full
designation hereunder, and not an abbreviated form, is used, the designee
may use the designation on letterhead, business cards, and promotional
material. A designee may not use the designation hereunder alone to enter
into obligations, commitments, or agreements of any kind on behalf of the
Association; any ability to obligate or bind the Association must be
derived, if at all, through the designee's title and authority pursuant to
Sections 7.11 and 8.1 herein. The term during which an officer may use the
designation hereunder is completely within the discretion of the Chief
Executive Officer, who may also revoke the designation at any time and for
any reason.
7.13. Tenure of Office. All officers shall hold office for the current
year for which the Board of Directors was elected, unless they shall resign,
become disqualified, or be removed; and any vacancy occurring in any office
other than that of the President or the Chief Executive Officer may be
filled by the Board of Directors or the Chief Executive Officer. Any
vacancy in the office of President or Chief Executive Officer shall be
filled by the shareholder.
Section 8. CERTAIN TRANSACTIONS
8.1. Loans and Investments. The Chief Executive Officer and such officers
as he may from time to time designate shall have the authority to sign,
execute, acknowledge, verify, deliver or accept on behalf of the
Association all agreements, contracts, loan agreements, indentures,
mortgages, security instruments, satisfactions, settlements, powers of
attorney, undertakings and other instruments or documents in connection
with the extension or repayment of any lines of credit and/or the making or
repayment of any loans and investments.
8.2. As Fiduciary, Trustee, Registrar and Transfer Agent. The Chief
Executive Officer and such officers as he may from time to time designate
shall have the authority to sign, execute, countersign, acknowledge,
verify, deliver or accept on behalf of the Association:
A. All agreements, indentures, mortgages, deeds, advances, powers
of attorney, transfers, certificates, discharges, releases, satisfactions,
settlements, bonds, undertakings, proxies and other instruments or
documents in connection with the exercise of any of the fiduciary powers of
the Association; and
B. All authentications, registrations or certifications by the
Association as Trustee under any mortgage or deed of trust, indenture or
other instrument, securing bonds, debentures, notes or other obligations of
any person, firm or corporation, all certificates as Registrar or Transfer
Agent and all certificates of deposit for stocks and bonds, interim
receipts, trusts certificates and similar certificates.
8.3. Sales of Property. The Chief Executive Officer or Chief Operating
Officer and such officers as the Chief Executive Officer or Chief Operating
Officer may from time to time designate in writing are hereby authorized
and empowered to buy, acquire, sell, lease or exchange any movable or
immovable property on behalf of the Association, including property
acquired by this Association in connection with any obligation owed to this
Association, and are further authorized and empowered to take any and all
action, execute any and all documents and file any and all papers with any
local, state or federal authority which he or they shall in his or their
sole discretion deem necessary or advisable in order to consummate such
purchase, acquisition, sale, lease or exchange, so long as the amount
involved in any one transaction or series of related transactions does not
exceed $1,000,000. Any one transaction or series of related transactions
greater than $1,000,000 must first be approved by the shareholder.
8.4. Settlement of Claims. The Chief Executive Officer or Chief Operating
Officer and such officers as the Chief Executive Officer or Chief Operating
Officer may from time to time designate are hereby authorized and empowered
to renegotiate, settle or compromise any claim of less than $500,000 which
the Association has or may have against any person or entity resulting from
an extension of credit made to or endorsed by such person or entity and, in
connection therewith to receive any and all funds or other property to be
paid to the Association, to execute any and all documents and to take any
and all other actions which he or they in his or their sole discretion
shall deem necessary or advisable. The Chief Executive Officer or Chief
Operating Officer and such officers as the Chief Executive Officer or Chief
Operating Officer may from time to time designate are hereby authorized and
empowered to negotiate, settle or compromise any claim which may be brought
against the Association by any person or entity, whether resulting from an
extension of credit or not, for an amount not to exceed $50,000. The
negotiation, settlement or compromise of any one claim or series of related
claims (i) brought against the Association by any person or entity for an
amount greater than $50,000, or (ii) brought on behalf of the Association
for an amount greater than $500,000 must first be approved by the
shareholder.
8.5 Investment Accounts. The Chief Executive Officer and such officers as
he may from time to time designate are hereby authorized and empowered to
open and close accounts for the Association with any person, partnership,
corporation or other entity for the purpose of the purchase and sale of
securities of whatever type.
8.6. Other Accounts. The Chief Executive Officer and such officer or
officers as he may from time to time designate are authorized and empowered
to open and close one or more accounts of any type or types with any one or
more banks, savings and loan associations, or other institutions and to
make deposits to, transfers to or from, withdrawals from such accounts and
to take any and all other actions with respect thereto as they in their
sole discretion shall deem necessary or advisable.
8.7. Purchase and Sale of Investment Securities. The Chief Executive
Officer and such officer or officers as the Chief Executive Officer may
from time to time designate are hereby authorized and empowered to purchase
and sell, for and on behalf of the Association, any securities issued by
any corporation, partnership or other entity, in such amounts and for such
consideration as the Chief Executive Officer or other designated officer or
officers shall determine.
Section 9. MISCELLANEOUS
9.1. Fiscal Year. The fiscal year shall be the calendar year.
9.2. Seal. The President, the Chief Executive Officer, the Chief Operating
Officer, the Cashier, the Secretary or any Assistant Cashier or Assistant
Secretary or other officer thereunto designated by the Board of Directors,
shall have authority to affix the corporate seal to any document requiring
such seal, and to attest the same.
9.3. Gender. All pronouns and variations thereof used in these By-laws
shall be deemed to refer to the masculine, feminine or neuter gender,
singular or plural, as the identity of the person, persons, entity or
entities referred to require.
Section 10. AMENDMENTS
These By-laws, may be altered, amended or repealed or new By-laws may be
adopted only by the shareholder.