EXHIBIT 3.2
HCB BANCSHARES, INC.
BYLAWS
ARTICLE I
PRINCIPAL EXECUTIVE OFFICE
The principal executive office of HCB Bancshares, Inc. (the "Corporation")
shall be at 237 Jackson Street, Camden, Arkansas 71701. The Corporation may also
have offices at such other places within or without the State of Arkansas as the
board of directors shall from time to time determine.
ARTICLE II
SHAREHOLDERS
SECTION 1. Place of Meetings. All annual and special meetings of
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shareholders shall be held at the principal executive office of the Corporation
or at such other place within or without the State of Arkansas as the board of
directors may determine and as designated in the notice of such meeting.
SECTION 2. Annual Meeting. A meeting of the shareholders of the Corporation
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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 shareholders for any
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purpose or purposes may be called at any time by the Board of Directors or a
duly authorized committee thereof only in accordance with the provisions of the
Corporation's Certificate of Incorporation.
SECTION 4. Conduct of Meetings. Annual and special meetings shall be
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conducted in accordance with these Bylaws or as otherwise prescribed by the
board of directors. The board of directors shall designate, when present, the
chairman or the chief executive officer of the Corporation to preside at such
meetings.
SECTION 5. Notice of Meeting. Written notice stating the place, day and
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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 60 days before the meeting to each shareholder of
record entitled to vote at such meeting. If mailed, such notice shall be deemed
to be delivered when deposited in the United States mail, postage prepaid,
addressed to the shareholder at his address as it appears on the records of the
Corporation as of the record date prescribed in Section 6 of this Article II. A
shareholder's written waiver of notice of a meeting before or after a meeting,
or the shareholder's presence at a meeting, shall relieve the Corporation of the
requirement to give notice hereunder, except where the shareholder objects at
the beginning of the meeting to the transaction of business because the meeting
is not lawfully called or convened. When any shareholders' meeting, either
annual or special, is adjourned for more than 30 days, 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
30 days or less or of the business to be transacted at such adjourned meeting,
other than an announcement at the meeting at which such adjournment is taken.
SECTION 6. Fixing of Record Date. For the purpose of determining
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shareholders entitled to notice of or to vote at any meeting of shareholders, or
any adjournment thereof, the board of directors shall fix in advance a date as
the record date for any such determination of shareholders. Such date in any
case shall be not more than 60 days, and in case of a meeting of shareholders,
not less than ten days prior to the date on which the particular action,
requiring such determination of shareholders, is to be taken. When a
determination of shareholders entitled to vote at any meeting of shareholders
has been made as provided in this section, such determination shall apply to any
adjournment thereof. In order that the Corporation may determine the
shareholders entitled to receive payment of any dividend or other distribution
or allotment of any rights or the shareholders entitled to exercise any rights
in respect of any change,
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conversion or exchange of stock, or for the purpose of any other lawful action,
the board of directors may fix a record date, which record date shall not
precede the date upon which the resolution fixing the record date is adopted,
and which record date shall be not more than 60 days prior to such action.
SECTION 7. Voting Lists. The officer who has charge of the stock ledger of
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the Corporation shall prepare and make, at least ten days before each meeting of
shareholders, a complete list of the shareholders entitled to vote at such
meeting or any adjournment thereof, arranged in alphabetical order, with the
address of and the number of shares held by each. Such list shall be open to the
examination of any shareholder, for any purpose germane to the meeting, during
ordinary business hours, for a period of at least ten days prior to the meeting,
either at a place within the city where the meeting is to be held, which place
shall be specified on the notice of the meeting, or, if not so specified, at the
place where the meeting is to be held. The list shall also be produced and kept
at the time and place of the meeting during the whole time thereof, and may be
inspected by any shareholder who is present. The stock ledger shall be the only
evidence as to who are the shareholders entitled to examine the list required by
this section.
SECTION 8. Quorum. One-third of the outstanding shares of the Corporation
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entitled to vote, represented in person or by proxy, shall constitute a quorum
at a meeting of shareholders. If less than one-third of the outstanding shares
are represented at a meeting, a majority of the shares so represented may
adjourn 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 shareholders present at a duly organized meeting may continue to
transact business until adjournment, notwithstanding the withdrawal of enough
shareholders to leave less than a quorum.
SECTION 9. Proxies. At all meetings of shareholders, a shareholder may vote
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by proxy executed in writing by the shareholder or by his duly authorized
attorney in fact. Proxies solicited on behalf of the management shall be voted
as directed by the shareholder or, in the absence of such direction, as
determined by a majority of the board of directors. No proxy shall be valid
after three years from the date of its execution unless the proxy provides for a
larger period.
SECTION 10. Voting. At each election for directors, every shareholder
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entitled to vote at such election shall be entitled to one vote for each share
of stock held by him. Unless otherwise provided by the Corporation's Certificate
of Incorporation, by statute or by these Bylaws in all matters other than the
election of directors, a majority of those votes present in person or
represented by proxy at a lawful meeting and entitled to vote on the subject
matter shall be sufficient to pass on a transaction or matter. Directors shall
be elected by a plurality of the votes of the shares present in person or
represented by proxy at a lawful meeting and entitled to vote on the election of
directors.
SECTION 11. Voting of Shares in the Name of Two or More Persons. When
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ownership of stock stands in the name of two or more persons, in the absence of
written directions to the Corporation to the contrary, at any meeting of the
shareholders of the Corporation, any one or more of such shareholders 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. If
the vote is evenly split on any particular matter, each fraction may vote the
securities in question proportionally, or any person voting the shares, or a
beneficiary, if any, may apply to the district court to appoint an additional
person to act with the persons so voting the shares, which shall then be voted
as determined by a majority of such persons and the person appointed by such
court. If the instrument so filed shows that any such tenancy is held in unequal
interests, a majority or even-split for the purpose of this Section 11 shall be
a majority or even-split in interest.
SECTION 12. Voting of Shares by Certain Holders. Shares standing in the
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name of another corporation may be voted by any officer, agent or proxy as the
bylaws of such corporation may prescribe, or, in the absence of such provision,
as the board of directors of such corporation may determine. 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. Persons whose stock
is pledged shall be entitled to
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vote, unless in the transfer by the pledgor on the books of the Corporation he
has expressly empowered the pledgee to vote, in which case only the pledgee or
his proxy may represent such stock and vote thereon.
Neither treasury shares of its own stock held by the Corporation, nor
shares held by another corporation, if a majority 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 for quorum purposes.
SECTION 13. Inspectors of Election. In advance of any meeting of
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shareholders, 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 challenges 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 shareholders.
SECTION 14. Nominating Committee. The board of directors or a committee
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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
management nominee, the nominating committee shall deliver written nominations
to the secretary at least 20 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 shareholders are made in writing and
delivered to the secretary of the Corporation in accordance with the provisions
of the Corporation's Certificate of Incorporation.
SECTION 15. New Business. Any new business to be taken up at the annual
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meeting shall be stated in writing and filed with the secretary of the
Corporation in accordance with the provisions of the Corporation's Certificate
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 Certificate of Incorporation.
ARTICLE III
BOARD OF DIRECTORS
SECTION 1. General Powers. The business and affairs of the Corporation
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shall be under the direction of its board of directors. The board of directors
shall annually elect a chairman from among its members and shall designate, when
present, the chairman to preside at its meetings.
SECTION 2. Number, Term and Election. The Board of Directors shall consist
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of seven 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 Certificate of Incorporation.
SECTION 3. Regular Meetings. A regular meeting of the board of directors
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shall be held without other notice than this Bylaw immediately after, and at the
same place as, the annual meeting of shareholders. The board of directors may
provide, by resolution, the time and place for the holding of additional regular
meetings without other notice than such resolution.
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SECTION 4. Special Meetings. Special meetings of the board of directors may
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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.
SECTION 5. Participation in Meetings. Members of the board of directors, or
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any committee designated by the board of directors, may participate in 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 6. Notice. Written notice of any special meeting shall be given to
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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 7. Quorum. A majority of the number of directors fixed by Section 2
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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 6 of this Article III.
SECTION 8. Manner of Acting. The act of the majority of the directors
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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
Certificate of Incorporation, or the Oklahoma General Corporation Act.
SECTION 9. Action Without a Meeting. Any action required or permitted to be
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taken by the board of directors or any committee thereof 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 members of the board of directors, or
committee, as the case may be, and filed with the minutes or proceedings of the
board or committee.
SECTION 10. Resignation. Any director may resign at any time by sending a
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written notice of such resignation to the home office of the Corporation
addressed to the chairman or chief executive officer. Unless otherwise specified
therein such resignation shall take effect upon receipt thereof by the chairman
or chief executive officer.
SECTION 11. Vacancies. Any vacancy occurring in the board of directors
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shall be filled in accordance with the provisions of the Corporation's
Certificate 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 shareholders held for that purpose. The term of
such director shall be in accordance with the provisions of the Corporation's
Certificate of Incorporation.
SECTION 12. Removal of Directors. Any director or the entire board of
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directors may be removed only in accordance with the provisions of the
Corporation's Certificate of Incorporation.
SECTION 13. Compensation. Directors, as such, may receive compensation for
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service on the board of directors. Members of either standing or special
committees may be allowed such compensation for actual attendance at committee
meetings as the board of directors may determine.
SECTION 14. Qualifications.
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(a) Each member of the Board of Directors and each nominee for the Board
of Directors must be a resident of the State of Arkansas, except that
this Section 14(a) shall not apply to the director proposed by Mr.
Joseph
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Stilwell pursuant to the Corporation's Standstill Agreement, dated
August 29, 2001, with Stilwell Value Partners IV, L.P., Stilwell
Associates, L.P., Stilwell Value LLC, Joseph Stilwell, and the
director proposed by Joseph Stilwell. In order to establish residency,
any nominee must provide evidence satisfactory to the Board of
Directors that the nominee occupied a dwelling located in Arkansas for
a minimum of six months out of each of the three calendar years prior
to the date of the person's nomination to the Board of Directors and
has an intention to continue to occupy a dwelling located in the State
of Arkansas.
(b) A person is not qualified to serve as director if he or she: (1) is
under indictment for, or has ever been convicted of, a criminal
offense involving dishonesty or breach of trust and the penalty for
such offense could be imprisonment for more than one year, (2) is a
person against whom a federal or state regulatory agency has, within
the past ten years, issued a cease and desist order for conduct
involving dishonesty, breach of trust or violation of any law, rule,
or regulation and that order is final and not subject to appeal; (3)
has been found either by any federal or state regulatory agency whose
decision is final and not subject to appeal or by a court to have (A)
breached a fiduciary duty involving personal profit or (B) committed a
violation of any law, rule or regulation governing banking,
securities, commodities or insurance, or any final cease and desist
order issued by a banking, securities, commodities or insurance
regulatory agency; or (4) has been nominated by a person who would be
disqualified from serving as a director of the Corporation under
Subsection 15(b)(1), (2) or (3).
ARTICLE IV
EXECUTIVE AND OTHER COMMITTEES
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 one or more directors of the Corporation. 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 of directors shall have power, by the affirmative vote of a
majority of the authorized number of directors, 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
committee 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.
Notwithstanding the above, no committee of the board of directors shall
have the power or authority in reference to amending the Corporation's
Certificate of Incorporation (except that a committee, to the extent authorized
in the resolution or resolutions providing for the issuance of shares of stock
adopted by the board of directors as provided for in subsection A of Section
1032 of the Oklahoma General Corporation Act, may fix the designations and any
of the preferences or rights of such shares relating to dividends, redemption,
dissolution, any distribution of assets of the Corporation or the conversion
into, or the exchange of such shares for, shares of any other class or classes
or any other series of the same or any other class or classes of stock of the
Corporation or fix the number of shares of any series of stock or authorize the
increase or decrease of the shares of any series), adopting an agreement of
merger or consolidation in accordance with the provisions of Sections 1081 or
1082 of the Oklahoma General Corporation Act, recommending to the shareholders
the sale, lease or exchange of all or substantially all of the Corporation's
property and assets, recommending to the shareholders a dissolution of the
Corporation or a revocation of a dissolution, or amending the Bylaws of the
Corporation; and, unless the resolution, Bylaws or Certificate of Incorporation
expressly so provides, no such committee shall have the power or authority to
declare a dividend, authorize the issuance of stock, or to adopt a certificate
of ownership and merger pursuant to the provisions of Section 1083 of the
Oklahoma General Corporation Act.
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ARTICLE V
OFFICERS
SECTION 1. Positions. The officers of the Corporation shall be a chairman,
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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 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 the Corporation
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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 shareholders. 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 of two-thirds of the
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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 without prejudice to the contract rights, if any, of the person so
removed.
SECTION 4. Vacancies. A vacancy in any office because of death,
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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 officers shall be fixed
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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 applicable law, and except
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as otherwise prescribed by the Corporation's Certificate 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 of the Corporation
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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 other orders for the
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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 as shall from time to time be determined by
resolution of the board of directors.
SECTION 4. Deposits. All funds of the Corporation not otherwise employed
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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 Corporation shall be
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represented by certificates signed by, or in the name of, the Corporation by the
chairman or vice-chairman of the board of directors, or the president or
vice-president, and by the treasurer or an assistant treasurer or the secretary
or an assistant secretary of the Corporation certifying and representing the
number of shares owned by him in the Corporation. Any or all the signatures on
the certificate may be a facsimile. In case any officer, transfer agent, or
registrar who has signed or whose facsimile signature has been placed upon a
certificate shall have ceased to be such officer, transfer agent, or registrar
before such certificate is issued, it may be issued by the Corporation with the
same effect as if he were such officer, transfer agent or registrar at the date
of issue.
SECTION 2. Form of Share Certificates. All certificates representing shares
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issued by the Corporation shall set forth upon the face or back that the
Corporation will furnish to any shareholder upon request and without charge a
full statement of the powers, designations, preferences and relative
participating optional or other special rights of the shares of each class of
stock or series thereof and the qualifications, limitations or restrictions of
such preferences and/or rights.
Each certificate representing shares shall state upon the face thereof:
That the Corporation is organized under the laws of the State of Oklahoma; 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; 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 or as may be required
by the Oklahoma General Corporation Act.
SECTION 3. Payment for Shares. No certificate shall be issued for any share
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until such share is fully paid.
SECTION 4. Form of Payment for Shares. The consideration for the issuance
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of shares shall be paid in accordance with the provisions of the Corporation's
Certificate of Incorporation.
SECTION 5. Transfer of Shares. Transfer of shares of capital stock of the
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Corporation shall be made only on its stock transfer books. Authority for such
transfer shall be given only by 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 direct a new
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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.
ARTICLE VIII
FISCAL YEAR; ANNUAL AUDIT
The fiscal year of the Corporation shall end on the last day of June of
each year. The Corporation shall be subject to an annual audit as of the end of
its fiscal year by independent public accountants appointed by and responsible
to the board of directors.
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ARTICLE IX
DIVIDENDS
Dividends upon the stock of the Corporation, subject to the provisions of
the Corporation's Certificate 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 Certificate of Incorporation, these
Bylaws may be repealed, altered, amended or rescinded by the shareholders 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
shareholders 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 a majority of the board of directors at a legal
meeting held in accordance with the provisions of these Bylaws.
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