BYLAWS
OF
COMMUNITY FINANCIAL CORP.
ARTICLE I
PRINCIPAL EXECUTIVE OFFICE
The principal executive office of Community Financial
Corp. (the "Corporation") shall be at 240 E. Chestnut, Olney,
Illinois 62450-2295. The Corporation may also have offices at
such other places within or without the State of Illinois as the
board of directors shall from time to time determine.
ARTICLE II
STOCKHOLDERS
SECTION 1. Place of Meetings. All annual and special
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meetings of stockholders shall be held at the principal
executive office of the Corporation or at such other place
within or without the State of Illinois as the board of
directors may determine and as designated in the notice of such
meeting.
SECTION 2. Annual Meeting. A meeting of the stockholders
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of the Corporation for the election of directors and for the
transaction of any other business of the Corporation shall be
held annually at such date and time as the board of directors
may determine.
SECTION 3. Special Meetings. Special meetings of the
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stockholders for any purpose or purposes may be called at any
time by the president, the board of directors or by a committee
of the board of directors in accordance with the provisions of
the Corporation's Articles of Incorporation or by the holders of
not less than one-fifth of all the outstanding shares entitled
to vote on the matter for which the meeting is called.
SECTION 4. Conduct of Meetings. Annual and special
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meetings shall be conducted in accordance with these Bylaws or
as otherwise prescribed by the board of directors. The chairman
or the chief executive officer of the Corporation shall preside
at such meetings.
SECTION 5. Notice of Meeting. Written notice stating the
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place, day and hour of the meeting and the purpose or purposes
for which the meeting is called shall be mailed by the secretary
or the officer performing his duties, not less than ten days nor
more than sixty days before the meeting or, in the case of a
merger, consolidation, share exchange, dissolution or sale,
lease or exchange of assets, not less than twenty nor more than
sixty days before the date of the meeting, to each stockholder
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, addressed to the stockholder at his address
as it appears on the stock transfer books or records of the
Corporation as of the record date prescribed in Section 6, with
postage thereon prepaid. If a stockholder is present at a
meeting, unless the person at the meeting objects to the holding
of the meeting because proper notice was not given, or in
writing waives notice thereof before or after the meeting,
notice of the meeting to such stockholder shall be unnecessary.
When any stockholders' meeting, either annual or special, is
adjourned for thirty days or more, notice of the adjourned
meeting shall be given as in the case of an original meeting.
It shall not be necessary to give any notice of the time and
place of any meeting adjourned for less than thirty days or of
the business to be transacted at such adjourned meeting, other
than an announcement at the meeting at which such adjournment is
taken.
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SECTION 6. Fixing of Record Date. For the purpose of
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determining stockholders entitled to notice of or to vote at any
meeting of stockholders, or any adjournment thereof, or stock-
holders entitled to receive payment of any dividend, or in order
to make a determination of stockholders for any other proper
purpose, the board of directors shall fix in advance a date as
the record date for any such determination of stockholders.
Such date in any case shall be not more than sixty days, and in
the case of a meeting of stockholders not less than ten days, or
in the case of a merger, consolidation, share exchange, dissolu
tion or sale, lease or exchange of assets not less than twenty
days, prior to the date on which the particular action requiring
such determination of stockholders is to be taken. When a
determination of stockholders entitled to vote at any meeting of
stockholders has been made as provided in this section, such
determination shall apply to any adjournment thereof.
SECTION 7. Voting Lists. The officer or agent having
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charge of the stock transfer books for shares of the Corporation
shall make, within twenty days after the record date for a
meeting of stockholders or ten days before each meeting of
stockholders, whichever is earlier, a complete list of the
stockholders entitled to vote at such meeting or any adjournment
thereof, arranged in alphabetical order with the address of and
the number of shares held by each. The list, for a period of
ten days before such meeting, shall be kept on file at the
principal office of the Corporation, whether within or outside
the State of Illinois, and shall be subject to inspection by any
stockholder, and to copying at the stockholder's expense, 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 stockholder during the
whole time of the meeting. The original stock ledger or
transfer books shall be prima facie evidence as to who are the
stock holders entitled to examine such record or transfer books
or to vote at any meeting of stockholders.
SECTION 8. Quorum. One-third of the outstanding shares
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of the Corporation entitled to vote, represented in person or by
proxy, shall constitute a quorum at a meeting of stockholders.
If less than one-third of the outstanding shares are represented
at a meeting, a majority of the shares so represented may ad
journ the meeting from time to time without further notice. 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. The
stockholders present at a duly organized meeting may continue to
transact business until adjournment, notwithstanding the
withdrawal of enough stockholders to leave less than a quorum.
SECTION 9. Proxies. At all meetings of stockholders, a
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stockholder may vote by proxy executed in writing by the
stockholder or by his duly authorized attorney in fact. Proxies
solicited on behalf of the management shall be voted as directed
by the stockholder or, in the absence of such direction, as
determined by a majority of the board of directors. No proxy
shall be valid after eleven months from the date of its
execution unless a future date is provided in the proxy.
SECTION 10. Voting. Subject to the provisions of the
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Corporation's Articles of Incorporation, at each election for
directors every stockholder entitled to vote at such election
shall be entitled to one vote for each share of stock held.
Unless otherwise provided by the Articles of Incorporation, by
statute or by these Bylaws, a majority of those votes cast by
stockholders at a lawful meeting and entitled to vote on a
matter shall be the act of the stockholders.
SECTION 11. Voting of Shares in the Name of Two or More
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Persons. When ownership of stock stands in the name of two or
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more persons, in the absence of written directions to the
Corporation to the contrary, at any meeting of the stockholders
of the Corporation, any one or more of such stockholders may
cast, in person or by proxy, all votes to which such ownership
is entitled. In the event an attempt is made to cast
conflicting votes, in person or by proxy, by the several persons
in whose name shares of stock stand, the vote or votes to which
these persons are entitled shall be cast as directed by a
majority of those holding such stock and present in person or by
proxy at such meeting, but no votes shall be cast for such stock
if a majority cannot agree.
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SECTION 12. Voting of Shares by Certain Holders. Shares
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standing in the name of another corporation may be voted by any
officer, agent, proxy, or other legal representative authorized
to vote such shares under the law of incorporation of such
corporation. Shares held by an administrator, executor,
guardian or conservator may be voted by him, either in person or
by proxy, without a transfer of such shares into his name.
Shares standing in the name of a trustee may be voted by him,
either in person or by proxy, but no trustee shall be entitled
to vote shares held by him without a transfer of such shares
into his name. Shares standing in the name of a receiver may be
voted by such receiver, and shares held by or under the control
of a receiver may be voted by such receiver without the transfer
thereof into his name if authority to do so is contained in an
appropriate order of the court or other public authority by
which such receiver was appointed.
A stockholder whose shares are pledged shall be entitled
to vote such shares until the shares have been transferred into
the name of the pledgee and thereafter the pledgee shall be
entitled to vote the shares so transferred.
Neither treasury shares of its own stock held by the
Corporation, nor shares held by another corporation, if a major
ity of the shares entitled to vote for the election of directors
of such other corporation are held by the Corporation, shall be
voted at any meeting or counted in determining the total number
of outstanding shares at any given time for purposes of any
meeting.
SECTION 13. Inspectors of Election. In advance of any
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meeting of stockholders, the chairman of the board or the board
of directors may appoint any persons, other than nominees for
office, as inspectors of election to act at such meeting or any
adjournment thereof. The number of inspectors shall be either
one or three. If the board of directors so appoints either one
or three inspectors, that appointment shall not be altered at
the meeting. If inspectors of election are not so appointed,
the chairman of the board may make such appointment at the
meeting. In case any person appointed as inspector fails to
appear or fails or refuses to act, the vacancy may be filled by
appointment in advance of the meeting or at the meeting by the
chairman of the board or the president.
Unless otherwise prescribed by applicable law, the duties
of such inspectors shall include: determining the number of
shares of stock and the voting power of each share, the shares
of stock represented at the meeting, the existence of a quorum,
the authenticity, validity and effect of proxies; receiving
votes, ballots or consents; hearing and determining all chal
lenges and questions in any way arising in connection with the
right to vote; counting and tabulating all votes or consents;
determining the result; and such acts as may be proper to
conduct the election or vote with fairness to all stockholders.
SECTION 14. Nominating Committee. The board of directors
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or a committee appointed by the board of directors shall act as
a nominating committee for selecting the management nominees for
election as directors. Except in the case of a nominee
substituted as a result of the death or other incapacity of a
manage ment nominee, the nominating committee shall deliver
written nominations to the secretary at least twenty days prior
to the date of the annual meeting. Provided such committee
makes such nominations, no nominations for directors except
those made by the nominating committee shall be voted upon at
the annual meeting unless other nominations by stockholders are
made in writing and delivered to the secretary of the
Corporation in accordance with the provisions of the
Corporation's Articles of Incorporation.
SECTION 15. New Business. Any new business to be taken
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up at the annual meeting shall be stated in writing and filed
with the secretary of the Corporation in accordance with the
provisions of the Corporation's Articles of Incorporation. This
provision shall not prevent the consideration and approval or
disapproval at the annual meeting of reports of officers,
directors and committees, but in connection with such reports no
new business shall be acted upon at such annual meeting unless
stated and filed as provided in the Corporation's Articles of
Incorporation.
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ARTICLE III
BOARD OF DIRECTORS
SECTION 1. General Powers. The business and affairs of
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the Corporation shall be under the direction of its board of
directors. The chairman shall preside at all meetings of the
board of directors.
SECTION 2. Number, Term and Election. The board of
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directors shall consist of eight (8) members and shall be
divided into three classes as nearly equal in number as
possible. The members of each class shall be elected for a term
of three years and until their successors are elected or
qualified. The board of directors shall be classified in
accordance with the provisions of the Corporation's Articles of
Incorporation.
SECTION 3. Regular Meetings. A regular meeting of the
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board of directors shall be held at such time and place as shall
be determined by resolution of the board of directors without
other notice than such resolution.
SECTION 4. Special Meetings. Special meetings of the
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board of directors may be called by or at the request of the
chairman, the chief executive officer or one-third of the
directors. The person calling the special meetings of the board
of directors may fix any place as the place for holding any
special meeting of the board of directors called by such
persons.
Members of the board of directors may participate in
special meetings by means of conference telephone or similar
communications equipment by which all persons participating in
the meeting can hear each other. Such participation shall
constitute presence in person.
SECTION 5. Notice. Written notice of any special meeting
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shall be given to each director at least two days previous
thereto delivered personally or by telegram or at least seven
days previous thereto delivered by mail at the address at which
the director is most likely to be reached. Such notice shall be
deemed to be delivered when deposited in the United States mail
so addressed, with postage thereon prepaid if mailed or when
delivered to the telegraph company if sent by telegram. Any
director may waive notice of any meeting by a writing filed with
the secretary. The attendance of a director at a meeting 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 because the meeting is not
lawfully called or convened. Neither the business to be
transacted at, nor the purpose of, any meeting of the board of
directors need be specified in the notice or waiver of notice of
such meeting.
SECTION 6. Quorum. A majority of the number of directors
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fixed by Section 2 shall constitute a quorum for the transaction
of business at any meeting of the board of directors, but if
less than such majority is present at a meeting, a majority of
the directors present may adjourn the meeting from time to time.
Notice of any adjourned meeting shall be given in the same
manner as prescribed by Section 5 of this Article III.
SECTION 7. Manner of Acting. The act of the majority of
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the directors present at a meeting at which a quorum is present
shall be the act of the board of directors, unless a greater
number is prescribed by these Bylaws, the Articles of
Incorporation, or the Business Corporation Act of the State of
Illinois.
SECTION 8. Action Without a Meeting. Any action required
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or permitted to be taken by the board of directors at a meeting
may be taken without a meeting if a consent in writing, setting
forth the action so taken, shall be signed by all of the
directors.
SECTION 9. Resignation. Any director may resign at any
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time by sending a written notice of such resignation to the
board of directors, its chairman, or to the president or
secretary of the Corporation. Unless a future date is specified
therein, such resignation shall take effect upon receipt
thereof.
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SECTION 10. Vacancies. Any vacancy occurring in the
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board of directors shall be filled in accordance with the
provisions of the Corporation's Articles of Incorporation. Any
directorship to be filled by reason of an increase in the number
of directors may be filled by the affirmative vote of two-thirds
of the directors then in office or by election at an annual
meeting or at a special meeting of the stockholders held for
that purpose. The term of such director shall be in accordance
with the provisions of the Corporation's Articles of
Incorporation.
SECTION 11. Removal of Directors. Any director or the
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entire board of directors may be removed only in accordance with
the provisions of the Corporation's Articles of Incorporation.
SECTION 12. Compensation. Directors, as such, may
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receive compensation for service on the board of directors.
Members of either standing or special committees may be allowed
such compensation as the board of directors may determine.
SECTION 13. Age Limitation. No person shall be eligible
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for election, reelection, appointment, or reappointment to the
board of directors if such person is then more than 65 years of
age. No director shall serve beyond the annual meeting of the
Corporation immediately following his attainment of 65 years of
age. This limitation shall not apply to those persons serving
as directors of Community Bank & Trust, fsb at the time of its
conversion from mutual to stock form.
ARTICLE IV
COMMITTEES OF THE BOARD OF DIRECTORS
The board of directors may, by resolution passed by a
majority of the whole board, designate one or more committees,
as they may determine to be necessary or appropriate for the
conduct of the business of the Corporation, and may prescribe
the duties, constitution and procedures thereof. Each committee
shall consist of two or more directors of the Corporation
appointed by a majority of the whole board. The board may
designate one or more directors as alternate members of any
committee, who may replace any absent or disqualified member at
any meeting of the committee.
The board shall have power at any time to change the
members of, to fill vacancies in, and to discharge any committee
of the board. Any member of any such committee may resign at
any time by giving notice to the Corporation; provided, however,
that notice to the board, the chairman of the board, the chief
executive officer, the chairman of such committee, or the
secretary shall be deemed to constitute notice to the
Corporation. Such resignation shall take effect upon receipt of
such notice or at any later time specified therein; and, unless
otherwise specified therein, acceptance of such resignation
shall not be necessary to make it effective. Any member of any
such commit tee may be removed at any time, either with or
without cause, by the affirmative vote of a majority of the
authorized number of directors at any meeting of the board
called for that purpose.
ARTICLE V
OFFICERS
SECTION 1. Positions. The officers of the Corporation
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shall be a chairman, a president, one or more vice presidents, a
secretary and a treasurer, each of whom shall be elected by the
board of directors. The board of directors may designate one or
more vice presidents as executive vice president or senior vice
president. The board of directors may also elect or authorize
the appointment of such other officers as the business of the
Corporation may require. The officers shall have such authority
and perform such duties as the board of directors may from time
to time authorize or
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determine. In the absence of action by the board of directors,
the officers shall have such powers and duties as generally
pertain to their respective offices.
SECTION 2. Election and Term of Office. The officers of
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the Corporation shall be elected annually by the board of
directors at the first meeting of the board of directors held
after each annual meeting of the stockholders. If the election
of officers is not held at such meeting, such election shall be
held as soon thereafter as possible. Each officer shall hold
office until his successor shall have been duly elected and
qualified or until his death or until he shall resign or shall
have been removed in the manner hereinafter provided. Election
or appointment of an officer, employee or agent shall not of
itself create contract rights. The board of directors may
authorize the Corporation to enter into an employment contract
with any officer in accordance with state law; but no such
contract shall impair the right of the board of directors to
remove any officer at any time in accordance with Section 3 of
this Article V.
SECTION 3. Removal. Any officer may be removed by vote
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of two-thirds of the board of directors whenever, in its
judgment, the best interests of the Corporation will be served
thereby, but such removal, other than for cause, shall be with
out prejudice to the contract rights, if any, of the person so
removed.
SECTION 4. Vacancies. A vacancy in any office because of
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death, resignation, removal, disqualification or otherwise, may
be filled by the board of directors for the unexpired portion of
the term.
SECTION 5. Remuneration. The remuneration of the
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officers shall be fixed from time to time by the board of
directors, and no officer shall be prevented from receiving such
salary by reason of the fact that he is also a director of the
Corporation.
ARTICLE VI
CONTRACTS, LOANS, CHECKS AND DEPOSITS
SECTION 1. Contracts. To the extent permitted by
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applicable law, and except as otherwise prescribed by the
Corporation's Articles of Incorporation or these Bylaws with
respect to certificates for shares, the board of directors or
the executive committee may authorize any officer, employee, or
agent of the Corporation to enter into any contract or execute
and deliver any instrument in the name of and on behalf of the
Corporation. Such authority may be general or confined to
specific instances.
SECTION 2. Loans. No loans shall be contracted on behalf
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of the Corporation and no evidence of indebtedness shall be
issued in its name unless authorized by the board of directors.
Such authority may be general or confined to specific instances.
SECTION 3. Checks, Drafts, Etc. All checks, drafts or
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other orders for the payment of money, notes or other evidences
of indebtedness issued in the name of the Corporation shall be
signed by one or more officers, employees or agents of the
Corporation in such manner, including in facsimile form, as
shall from time to time be determined by resolution of the board
of directors.
SECTION 4. Deposits. All funds of the Corporation not
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otherwise employed shall be deposited from time to time to the
credit of the Corporation in any of its duly authorized
depositories as the board of directors may select.
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ARTICLE VII
CERTIFICATES FOR SHARES AND THEIR TRANSFER
SECTION 1. Certificates for Shares. The shares of the
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Corporation shall be represented by certificates signed by the
chairman of the board of directors or the president or a vice
president and by the treasurer or an assistant treasurer or the
secretary or an assistant secretary of the Corporation, and may
be sealed with the seal of the Corporation or a facsimile
thereof. Any or all of the signatures upon a certificate may be
facsimiles if the certificate is countersigned by a transfer
agent, or registered by a registrar, other than the Corporation
itself or an employee of the Corporation. If any officer who
has signed or whose facsimile signature has been placed upon
such certificate shall have ceased to be such officer before the
certificate is issued, it may be issued by the Corporation with
the same effect as if he were such officer at the date of its
issue.
SECTION 2. Form of Share Certificates. All certificates
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representing shares issued by the Corporation shall set forth
upon the face or back that the Corporation will furnish to any
stockholder upon request and without charge a full statement of
the designations, preferences, qualifications, limitations,
restrictions and special or relative rights of the shares of
each class authorized to be issued, the variations in the
relative rights and preferences between the shares of each such
series so far as the same have been fixed and determined, and
the authority of the board of directors to fix and determine the
relative rights and preferences of subsequent series.
Each certificate representing shares shall state upon the
face thereof: that the Corporation is organized under the laws
of the State of Illinois; the name of the person to whom issued;
the number and class of shares, the designation of the series,
if any, which such certificate represents; and the par value of
each share represented by such certificate, or a statement that
the shares are without par value. Other matters in regard to
the form of the certificates shall be determined by the board of
directors.
SECTION 3. Payment for Shares. No certificate shall be
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issued for any share until such share is fully paid.
SECTION 4. Form of Payment for Shares. The consideration
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for the issuance of shares shall be paid in accordance with the
provisions of the Corporation's Articles of Incorporation.
SECTION 5. Transfer of Shares. Transfer of shares of
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capital stock of the Corporation shall be made only on its stock
transfer books. Authority for such transfer shall be given only
the holder of record thereof or by his legal representative, who
shall furnish proper evidence of such authority, or by his
attorney thereunto authorized by power of attorney duly executed
and filed with the Corporation. Such transfer shall be made
only on surrender for cancellation of the certificate for such
shares. The person in whose name shares of capital stock stand
on the books of the Corporation shall be deemed by the
Corporation to be the owner thereof for all purposes.
SECTION 6. Lost Certificates. The board of directors may
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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 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, stolen, or
destroyed.
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ARTICLE VIII
FISCAL YEAR; ANNUAL AUDIT
The fiscal year of the Corporation shall end on the last
day of December of each year. The Corporation shall be subject
to an annual audit as of the end of its fiscal year by independ
ent public accountants appointed by and responsible to the board
of directors.
ARTICLE IX
DIVIDENDS
Dividends upon the 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 the Corporation's own stock.
ARTICLE X
CORPORATION SEAL
The corporate seal of the Corporation shall be in such
form as the board of directors shall prescribe.
ARTICLE XI
AMENDMENTS
In accordance with the Corporation's Articles of Incorpo
ration, these Bylaws may be repealed, altered, amended or
rescinded by the stockholders of the Corporation only by vote of
not less than 80% of the outstanding shares of capital stock of
the Corporation entitled to vote generally in the election of
directors (considered for this purpose as one class) cast at a
meeting of the stockholders called for that purpose (provided
that notice of such proposed repeal, alteration, amendment or
rescission is included in the notice of such meeting). In
addition, the board of directors may repeal, alter, amend or
rescind these Bylaws by vote of two-thirds of the board of
directors at a legal meeting held in accordance with the
provisions of these Bylaws.
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