AMENDED AND RESTATED BY-LAWS
OF
FIRST COMMERCE CORPORATION
May 15, 1995
Section 1. OFFICES
1.1. Principal Office. The principal office shall be located at
210 Baronne Street, New Orleans, Louisiana.
1.2. Additional Offices. The Corporation may have such offices
at such other places as the Board of Directors or President and
Chief Executive Officer may from time to time determine or the
business of the Corporation may require.
Section 2. SHAREHOLDERS' MEETINGS
2.1. Time and Place. Unless otherwise required by law or these By-
laws, all meetings of shareholders shall be held in the Board
Room at the Corporation's principal office or at such other
place, within or without the State of Louisiana, as may be
designated by the Board of Directors.
2.2. Annual Meeting. An annual meeting of the shareholders shall
be held on the third Monday of April in each year, or if such day
is a legal holiday, then on the next succeeding day not a legal
holiday, at 9:00 A.M., local time, or on such other date or at
such other time as the Board of Directors shall designate, for
the purpose of electing directors and for the transaction of such
other business as may properly be brought before the meeting. If
no annual shareholders' meeting is held for a period of eighteen
months, any shareholder may call such meeting to be held at the
registered office of the Corporation as shown on the records of
the Secretary of State of Louisiana.
2.3. Special Meetings. Special meetings of the shareholders, for
any purpose or purposes, unless otherwise prescribed by law or
the Articles of Incorporation, may be called by the Board of
Directors or the President and Chief Executive Officer. At any
time, upon the written request of a majority of the Board of
Directors or of any shareholder or shareholders holding in the
aggregate a majority of the total voting power, the Secretary
shall call a special meeting of shareholders to be held at the
registered office of the Corporation at such time as the
Secretary may fix, not less than fifteen nor more than sixty days
after the actual receipt of the request. Such request shall state
the purposes of the proposed special meeting, and the business
conducted at such special meeting shall be limited to the
purposes stated in such request.
2.4. Notice of Meetings. Except as otherwise provided by law, the
authorized person or persons calling a shareholders' meeting
shall cause written notice of the time, place and purpose of the
meeting to be given to all shareholders entitled to vote at such
meeting at least ten days and not more than sixty days prior to
the day fixed for the meeting. Notice of the annual meeting need
not state the purpose thereof, unless action is to be taken at
the meeting as to which notice is required by law or these By-
laws. Notice of a special meeting shall state the purpose or
purposes thereof, and the business conducted at any special
meeting shall be limited to the purposes stated in the notice.
2.5. List of Shareholders. At every meeting of shareholders, a
list of shareholders entitled to vote, arranged alphabetically
and certified by the Secretary or by the agent of the Corporation
having charge of transfers of shares, showing the number and
class of shares held by each such shareholder on the record date
for the meeting, shall be produced on the request of any
shareholder.
2.6. Quorum. Except as otherwise provided by law or the Articles
of Incorporation, the presence, in person or by proxy, of the
holders of a majority of the total voting power shall constitute
a quorum at all meetings of the shareholders.
2.7. Withdrawal. The shareholders present or represented at a duly
organized meeting shall constitute a quorum and may continue to
do business until adjournment, notwithstanding the withdrawal of
enough shareholders to leave less than a quorum as fixed in
Section 2.6 hereof, or the refusal of any shareholders present to
vote.
2.8. Voting. Each shareholder shall have one vote for each share
of stock having voting power registered in his name on the books
of the Corporation on the record date for the determination of
shareholders entitled to vote. When a quorum is present at any
meeting, the vote of the holders of a majority of the voting
power present in person or represented by proxy shall decide any
question brought before such meeting, unless the question is one
upon which, by express provision of law or the Articles of
Incorporation, a different vote is required, in which case such
express provision shall govern and control the decision of such
question. Directors shall be elected by plurality vote.
2.9. Proxies. At any meeting of the shareholders, every
shareholder having the right to vote shall be entitled to vote in
person or by proxy appointed by an instrument in writing
subscribed by such shareholder and bearing a date not more than
eleven months prior to the meeting, unless such instrument
validly provides for some other definite period; provided,
however, that no proxy shall be valid for longer than three
years. The aforesaid proxy need not be a shareholder of the
Corporation.
2.10. Adjournments. Adjournments of any annual or special meeting
of shareholders may be taken without new notice being given
unless a new record date is fixed for the adjourned meeting, but
any meeting at which directors are to be elected shall be
adjourned only from day to day until such directors shall have
been elected.
2.11. Lack of Quorum. If a meeting cannot be organized because a
quorum has not attended, those present may adjourn the meeting to
such time and place as they may determine, subject, however, to
the provisions of Section 2.10 hereof. In the case of any meeting
called for the election of directors, those who attend the second
of such adjourned meetings, although less than a quorum as fixed
in Section 2.6 hereof, shall nevertheless constitute a quorum for
the purpose of electing directors.
Section 3. DIRECTORS
3.1. Number. The number of authorized directors shall be twenty;
provided that if after proxy materials for any annual meeting of
shareholders are mailed to shareholders any person named therein
to be nominated at the direction of the Board of Directors
becomes unable or unwilling to serve, the foregoing number of
authorized directors shall be automatically reduced by a number
equal to the number of such persons; and provided further that
upon the consummation of any transaction involving the
acquisition by the Corporation, directly or indirectly, of
another financial institution ("Target Company"), where the
acquisition agreement with respect thereto provides that
designees of the Target Company shall become members of the Board
of Directors, the number of authorized directors shall be
increased automatically by the number of such designees.
3.2. General Powers; Election. All of the corporate powers shall
be vested in, and the business and affairs of the Corporation
shall be managed by, the Board of Directors. The Board of
Directors may exercise all such powers of the Corporation and do
all such lawful acts and things which are not by law, the
Articles of Incorporation or these By-laws directed or required
to be done by the President and Chief Executive Officer or the
shareholders. Directors shall be elected at the annual meeting of
shareholders and shall hold office for one year or until their
successors are chosen and have qualified.
3.3. Vacancies. Except as otherwise provided in the Articles of
Incorporation or these By-laws, (a) the office of a director
shall become vacant if he dies, resigns, or is removed from
office, and (b) the Board of Directors 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)
in the sole opinion of the Board of Directors 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
law, the Articles of Incorporation or these By-laws. The
remaining directors may, by a majority vote, fill any vacancy on
the Board of Directors (including any vacancy resulting from an
increase in the authorized number of directors, or from the
failure of the shareholders to elect the full number of
authorized directors) for an unexpired term; provided that the
shareholders shall have the right at any special meeting called
for such purpose prior to action by the Board of Directors to
fill the vacancy.
3.4. 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 the Corporation
may continue to be nominated and elected, or
(2) while a director of the Corporation 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 the 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 to declare the office of a
director vacant as provided in Section 3.3(b).
3.5. Chairman of the Board. At the first meeting of each newly-
elected Board of Directors, or at such other time when there
shall be a vacancy, the Board of Directors shall elect one of its
members as Chairman of the Board to serve at the pleasure of the
Board of Directors. The Chairman of the Board shall, if present,
open and close all meetings of the Board of Directors and the
shareholders, shall preside at all meetings of the Board of
Directors in the absence of the President and Chief Executive
Officer, shall be authorized to call special meetings of the
Board of Directors as provided in Section 4.4, and shall have
such other powers and duties as may be prescribed by the Board of
Directors. The Board of Directors may determine the compensation
of the Chairman of the Board, except that if the Chairman of the
Board is also an officer of the Corporation, his compensation as
such shall be determined in the same manner as provided in these
By-laws for officers of the Corporation other than the President
and Chief Executive Officer.
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 Corporation's principal
office or at such other place within or without the State of
Louisiana as the Board of Directors may from time to time appoint
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 following and on the same day as
the annual shareholders' meeting in the Board Room at the
Corporation's principal 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 Meeting; Notice. Regular meetings of the Board of
Directors shall be held at 1:00 P.M., New Orleans time, on the
third Monday of February, May, August, November and December, 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.
4.4. Special Meetings; Notice. Special meetings of the Board of
Directors may be called by the Authorized Person on two days
notice given to each director, either personally or by telephone,
mail or telegram. Special meetings shall be called by the
Authorized Person in like manner and on like notice on the
written request of a majority of the Board of Directors and, if
the Authorized Person fails or refuses or is unable to call a
special meeting within twenty-four 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. As used in this
Section 4.4, the term "Authorized Person" shall mean the
President and Chief Executive Officer or, in the event of a
vacancy in the position of President and Chief Executive Officer
or the incapacity for an extended period of time, by reason of
illness or injury, of the person serving as President and Chief
Executive officer to perform the duties of his office for an
extended period, the Chairman of the Board.
4.5. 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.
4.6. Withdrawal. If a quorum is present when a meeting of the
Board of Directors or a committee thereof is convened, the
directors present may continue to do business, taking action by
vote of a majority of a quorum, until adjournment,
notwithstanding the withdrawal of enough directors to leave less
than a quorum, or the refusal of any director present to vote.
4.7. 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.
4.8. 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 4.8 shall constitute presence in person at such
meeting, except where a person participates in the meeting for
the express purpose of objecting to the transaction of any
business on the ground that the meeting is not lawfully called or
commenced.
4.9. Compensation. Directors who are not salaried officers of the
Corporation or any of its subsidiaries shall be entitled to such
compensation for their services as directors, and all directors
shall be entitled to such reimbursement for any reasonable
expenses incurred in attending meetings of the Board of Directors
or any committee thereof, as may from time to time be determined
by the Board of Directors.
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 Corporation (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 Corporation. The members of
each committee shall be nominated by the President and 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 Corporation
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 President and 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 President and 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 not
otherwise delegated to it under these By-laws or a resolution of
the Board of Directors, by the unanimous consent of its members,
when it is determined by such unanimous consent that because of
the nature of the particular situation it is not possible or
practical to convene the full Board of Directors.
(b) Make recommendations to the Board of Directors concerning
special projects or policies including, but not limited to,
acquisition situations, dividend policies and stock splits.
(c) Perform an initial evaluation of all candidates for membership
to the Boards of Directors of the Corporation and its banking
subsidiaries.
(d) Approve, and adopt resolutions granting authority to officers
of the Corporation to enter into, perform and enforce, agreements
on behalf of the Corporation related to the acquisition of failed
or failing financial institutions or affiliates thereof, or to
the acquisition of any financial institution or other entity
where the consideration to be paid to the shareholders of such
entity does not exceed the greater of one million shares of the
common stock of the Corporation, or the market value of one
million shares of the common stock of the Corporation determined
as of the close of business on the day before the date of
adoption of the resolutions with respect to such acquisition.
(e) Review and approve any and all proposed employment or
employment related contracts between the Corporation or a
subsidiary of the Corporation and an employee of any financial
institution or other entity proposed to be acquired by the
Corporation or a subsidiary of the Corporation.
(f) Assure that plans for the succession of senior management
personnel have been developed by the President and Chief
Executive Officer.
5.3. Audit Committee. The Audit Committee shall be chosen from
those directors who are not officers of the Corporation or any of
its subsidiaries. The functions of the Audit Committee shall be
to:
(a) Make recommendations to the Board of Directors concerning the
selection or retention of the Corporation's independent auditors.
(b) Consult with the chosen independent auditors with regard to
the plan of the audit.
(c) Consult with the chief internal auditor directly on any matter
the Committee or the chief internal auditor deems appropriate in
connection with carrying out their functions.
(d) Determine the compensation of the senior internal auditing
personnel and approve the termination of any member of the
internal auditing staff.
(e) Review (i) the results of audits of the Corporation by its
independent auditors and the Federal Reserve Board, and (ii) the
report of the Examining Committees of the subsidiaries of the
Corporation regarding their reviews of the scope and results of
internal audits and the results of regulatory examinations.
(f) Discuss with the Corporation's management its responses to the
reports and recommendations emanating from internal and external
audits.
(g) Report to the Board of Directors concerning the results of its
reviews.
5.4 Compensation Committee. The Compensation Committee shall be
chosen from those directors who are both (i) "disinterested
persons" within the meaning of Rule 16b-3 of the Securities and
Exchange Commission, as amended from time to time, and (ii)
"outside directors" of the Corporation within the meaning of
Section 162(m)(4)(c)(i) of the Internal Revenue Code, as amended
from time to time. The functions of the Compensation Committee
shall be to
(a) Determine from time to time the compensation of the President
and Chief Executive Officer and of any other officer whose salary
and bonus would exceed 80% of the salary and bonus of the
President and Chief Executive Officer.
(b) Review the evaluations of the Corporation's senior management
conducted by the President and Chief Executive Officer.
(c) Except as provided in Section 5.2(e), review and approve any
and all proposed employment or employment related contracts
between the Corporation or a subsidiary of the Corporation and an
employee or prospective employee of the Corporation or a
subsidiary of the Corporation.
(d) Administer the Corporation's stock option plan and 1992 Stock
Incentive Plan, with the powers and responsibilities provided for
in such plans.
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 shareholder, it shall not be
construed to mean personal notice unless otherwise specifically
provided in the Articles of Incorporation 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
Corporation, 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 4.4 hereof
may also be given personally or by telephone or telegram sent to
his address as it appears on the records of the Corporation.
6.2. Waiver. Whenever any notice is required to be given by law,
the Articles of Incorporation 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, any shareholder or director who
attends a meeting of shareholders or directors in person, or 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
7.1. Designations. The officers of the Corporation shall be a
President and Chief Executive Officer, a Secretary and a
Treasurer, and may be one or more of the following: Senior
Executive Vice President, Executive Vice President, Senior Vice
President, Vice President, Assistant Secretary and Assistant
Treasurer. 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. No officer other
than the President and Chief Executive Officer need be a
director.
7.2. Appointment of Certain Officers. At the first meeting of each
newly-elected Board of Directors, or at such other time when
there shall be a vacancy, the Board of Directors shall select one
of its members as President and Chief Executive Officer, and
shall also select a Secretary and a Treasurer, each of whom shall
serve for one year or until his successor is elected and has
qualified.
7.3. Appointment of Other Officers. As soon as practicable after
his selection, the President and Chief Executive Officer may
appoint one or more of each of the following officers: Senior
Executive Vice President, Executive Vice President, Senior Vice
President, Vice President, Assistant Secretary and Assistant
Treasurer, and shall reasonably inform the Board of Directors of
such appointees and of terminations and resignations. The
President and Chief Executive Officer may also appoint such other
officers, employees and agents of the Corporation as he may deem
necessary; or he may vest the authority to appoint any such other
officers, employees and agents in such other of the officers of
the Corporation as he deems appropriate, subject in all cases to
his direction. Subject to these By-laws, all of the officers,
employees and agents of the Corporation shall hold their offices
or positions at the pleasure of the Board of Directors or the
President and Chief Executive Officer.
7.4. Compensation. The salary and any bonus of the President and
Chief Executive Officer shall be fixed by the Compensation
Committee. The salaries and bonuses of all other officers and
employees of the Corporation shall be fixed from time to time by
the President and Chief Executive Officer, except that no officer
or employee may be paid a salary and bonus in excess of 80% of
the salary and bonus of the President and Chief Executive Officer
without the approval of the Compensation Committee. No officer
shall be prevented from receiving such salary or bonus by reason
of the fact that he is also a director of the Corporation.
7.5. Employment Contracts. The Corporation is prohibited from
entering into any employment or employment related contracts
without the prior review and approval of such contracts by the
Executive Committee, in the case of contracts of the type
specified in Section 5.2(e), or the Compensation Committee in the
case of contracts of the type specified in Section 5.4(d).
7.6. Removal. Any officer or employee of the Corporation may be
removed, with or without cause, at any time by the action of the
Board of Directors or the President and Chief Executive Officer,
but such removal shall not prejudice the contract rights, if any,
of the person so removed. Any vacancy occurring in any office of
the Corporation other than his own may be filled by the President
and Chief Executive Officer.
7.7. Duties and Powers of Officers. The duties and powers of the
officers of the Corporation 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 President and 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.
7.8. The President and Chief Executive Officer. The President and
Chief Executive Officer shall be the chief executive officer of
the Corporation and, subject to the direction of the Board of
Directors, shall have general charge of the business, affairs and
property of the Corporation and general supervision over its
officers, employees, and agents. In general, he shall perform all
duties incident to the office of President, and shall see that
all orders and resolutions of the Board of Directors are carried
into effect. He may delegate any of his authority to any other
officer of the Corporation, and he or any other officer of the
Corporation appointed or designated by him may execute bonds,
notes and other evidences of indebtedness, mortgages, contracts,
leases, agreements and other instruments except where such
documents are required by law to be otherwise signed and
executed, and except where the signing and execution thereof
shall be exclusively delegated to some other officer or employee
of the Corporation by the Board of Directors. He shall preside at
all meetings of shareholders and of the Board of Directors. He
shall have the authority to vote all shares owned by the
Corporation in any other corporation (including but not limited
to any subsidiary of the Corporation) and to otherwise exercise
all of the rights afforded shareholders of such other
corporations, in whatever manner he may, in his discretion, deem
in the best interest of the Corporation. He may give general
authority to any other officer to affix the seal of the
Corporation and to attest the affixing by his signature.
Whenever the consent of the Corporation is required under the
Articles of Incorporation or Association or By-laws of any
affiliate of the Corporation, such consent may be given by him or
any officer of the Corporation designated by him, and the giving
of such consent shall constitute the consent of the Corporation.
He may cause the Corporation or any subsidiary of the corporation
to engage in any business activity permitted to bank holding
companies and their subsidiaries, and may form or cause to be
formed subsidiary corporations or other entities to engage in
such business.
7.9. The Secretary. The Secretary shall have such duties and
powers as those customarily exercised by persons holding the
office of Secretary and, except as otherwise provided by law or
these By-laws, such duties and powers as shall be specified from
time to time by the President and Chief Executive Officer.
7.10. The Assistant Secretary. The Assistant Secretary, if any
(or, in the event there be more than one, the Assistant
Secretaries in the order determined by the President and Chief
Executive Officer, or in the absence of any designation, then in
the order of their appointment), shall, in the absence of the
Secretary or, in the event of his inability or refusal to act,
perform the duties and exercise the powers of the Secretary and
shall perform such other duties and have such other powers as
these By- laws or the President and Chief Executive Officer may
from time to time prescribe.
7.11. The Treasurer. Except as otherwise provided by law or these
By-laws, the Treasurer shall have such duties and powers as shall
be specified from time to time by the President and Chief
Executive Officer.
7.12. The Assistant Treasurer. The Assistant Treasurer, if any
(or, if there shall be more than one, the Assistant Treasurers in
the order determined by the President and Chief Executive
Officer, or in the absence of any designation, then in order of
their appointment), shall, in the absence of the Treasurer or, in
the event of his inability or refusal to act, perform the duties
and exercise the powers of the Treasurer, and shall perform such
other duties and have such other powers as the President and
Chief Executive Officer may from time to time prescribe.
Section 8. STOCK
8.1. Certificates. Every holder of stock in the Corporation shall
be entitled to have a certificate signed by the President and
Chief Executive Officer and the Treasurer or the Secretary or an
Assistant Secretary of the Corporation evidencing the number and
class (and series, if any) of shares owned by him, containing
such information as required by law and bearing the seal of the
Corporation, if any. If any stock certificate is manually signed
by a transfer agent or registrar other than the Corporation
itself or an employee of the Corporation, the signature of any
such officer 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.
8.2. Missing Certificates. The President and Chief Executive
Officer or the Board of Directors may direct a new certificate or
certificates to be issued in place of any certificate or
certificates theretofore issued by the Corporation alleged to
have been lost, 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 or certificates, the President and
Chief Executive Officer or the Board of Directors may, in their
discretion and as a condition precedent to the issuance thereof,
require the owner of such lost, stolen or destroyed certificate
or certificates, or his legal representative, to advertise the
same in such manner as he or it shall require and/or to give a
bond in such sum as he or it may deem appropriate as indemnity
against any claim that may be made against the Corporation or any
other person with respect to the certificate claimed to have been
lost, stolen or destroyed.
8.3. Registration of Transfers. Upon surrender to the Corporation
or any transfer agent of the Corporation of a certificate for
shares duly endorsed or accompanied by proper evidence of
succession, assignment or authority to transfer, it shall be the
duty of the Corporation to issue a new certificate to the person
entitled thereto, to cancel the old certificate and to record the
transaction upon its books.
Section 9. DETERMINATION OF SHAREHOLDERS
9.1. Record Date. In order that the Corporation may determine
shareholders entitled to notice of and to vote at a meeting of
shareholders or any adjournment thereof, or to receive payment of
any dividend or other distribution or allotment of any rights, or
to exercise any right in respect of any exchange, conversion or
exchange of shares, or to participate in a reclassification of
stock, or in order to make a determination of shareholders for
any other proper purpose, the Board of Directors may fix in
advance a record date for determination of shareholders for such
purpose, such date to be not more than sixty days and, if fixed
for the purpose of determining shareholders entitled to notice of
and to vote at a meeting, not less than ten days, prior to the
date on which the action requiring the determination of
shareholders is to be taken. Except as the Board of Directors may
provide otherwise, if no record date is fixed for the purpose of
determining shareholders (a) entitled to notice of and to vote at
a meeting, the close of business on the day before the notice of
the meeting is mailed, or, if notice is waived, the close of
business on the day before the meeting, shall be the record date
for such purpose, or (b) for any other purpose, the close of
business on the day on which the Board of Directors adopts the
resolution relating thereto shall be the record date for such
purpose. A determination of shareholders of record entitled to
notice of or to vote at a meeting of shareholders shall apply to
any adjournment of the meeting; provided, however, that the Board
of Directors may fix a new record date for the adjourned meeting.
9.2. Registered Shareholders. Except as otherwise required by law,
the Corporation and its directors, officers and agents, shall be
entitled to recognize and treat a person registered on its books
as the owner of shares, as the owner in fact thereof for all
purposes, and as the person exclusively entitled to have and to
exercise all rights and privileges incident to the ownership of
such shares, and the rights under this Section 9.2 shall not be
affected by any actual or constructive notice which the
Corporation, or any of its directors, officers, employees or
agents, may have to the contrary.
Section 10. MISCELLANEOUS
10.1. Checks. All checks or demands for money and notes of the
Corporation shall be signed by such officer or officers or such
other person or persons as the Board of Directors or the
President and Chief Executive Officer may from time to time
designate.
10.2. Investment Accounts. The President and 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 Corporation with any person, partnership, or other entity
for the purpose of the purchase and sale of securities of
whatever type.
10.3. Other Accounts. The President and 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, and 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.
10.4. Purchase and Sale of Investment Securities. The President
and Chief Executive Officer and such officer or officers as he
may from time to time designate are hereby authorized and
empowered to purchase and sell, for and on behalf of the
Corporation, any securities issued by any corporation,
partnership or other entity, in such amounts and for such
consideration as the President and Chief Executive Officer or
other designated officer or officers shall determine, except that
the President and Chief Executive Officer and such designated
officer or officers shall have no authority to sell any shares of
the capital stock of any subsidiary of the Corporation owned by
the Corporation other than to the Corporation or to another
wholly-owned subsidiary of the Corporation.
10.5 Lending and Borrowing Funds. The Chief Executive Officer and
such officers as he may from time to time designate shall have
the authority to loan and borrow funds on behalf of the
Corporation in such amounts and on such terms, including the
pledge of assets, as they shall deem appropriate in furtherance
of the business of the Corporation, and, in connection with the
foregoing and the investment of proceeds of borrowings shall have
the authority to sign, execute, acknowledge, verify, deliver or
accept on behalf of the Corporation 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.
10.6. Fiscal Year. The fiscal year shall be the calendar year
until determined otherwise by the Board of Directors.
10.7. Seal. The corporate seal shall have inscribed thereon the
name of this Corporation, the year of its organization and the
words "Corporate Seal, Louisiana." The seal may be used by
causing it or a facsimile thereof to be impressed or affixed or
otherwise reproduced. Failure to affix the corporate seal shall
not, however, affect the validity of any instrument
10.8. 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 11. INDEMNIFICATION
11.1. Definitions. As used in this Section the following terms
shall have the meanings set out below:
(a) "Board" - the Board of Directors of the Corporation.
(b) "Claim" - any threatened or pending or completed claim,
action, suit, or proceeding, whether civil, criminal,
administrative or investigative and whether made judicially or
extra-judicially, or any separate issue or matter therein, as the
context requires.
(c) "Determining Body" - (i) those members of the Board who are
not named as parties to the Claim for which indemnification is
being sought ("Impartial Directors"), if there are at least three
Impartial Directors, or (ii) a committee of at least three
directors appointed by the Board (regardless whether the members
of the Board of Directors voting on such appointment are
Impartial Directors) and composed of Impartial Directors or (iii)
if there are fewer than three Impartial Directors or if the Board
of Directors or the committee appointed pursuant to clause (ii)
of this paragraph so directs (regardless whether the members
thereof are Impartial Directors), independent legal counsel,
which may be the regular outside counsel of the Corporation.
(d) "Disbursing Officer" - the Chief Executive Officer of the
Corporation or, if the Chief Executive Officer is a party to the
Claim for which indemnification is being sought, any officer not
a party to such Claim who is designated by the Chief Executive
Officer to be the Disbursing Officer with respect to
indemnification requests related to the Claim, which designation
shall be made promptly after receipt of the initial request for
indemnification with respect to such Claim.
(e) "Expenses" - any expenses or costs (including, without
limitation, attorney's fees, judgments, punitive or exemplary
damages, fines and amounts paid in settlement).
(f) "Indemnitee" - each person who is or was a director or
officer of the Corporation or the spouse of such person.
11.2. Indemnity.
(a) To the extent such Expenses exceed the sum of amounts paid or
due under or pursuant to (i) policies of liability insurance
maintained by the Corporation, (ii) policies of liability
insurance maintained by or on behalf of the Indemnitee, and (iii)
provisions for indemnification in the by-laws, resolutions or
other instruments of any entity other than the Corporation, the
Corporation shall indemnify Indemnitee against any Expenses
actually and reasonably incurred by him (as they are incurred) in
connection with any Claim either against him or as to which he is
involved solely as a witness or person required to give evidence,
by reason of his position
(i) as a director or officer of the Corporation,
(ii) as a director or officer of any subsidiary of the
Corporation or as a fiduciary with respect to any employee
benefit plan of the Corporation,
(iii) as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other for
profit or not for profit entity or enterprise, if such position
is or was held at the request of the Corporation, or
(iv) as the spouse of any person who is or was a director or
officer of the Corporation with respect to any Claim involving
the spouse arising by reason of such person's position as
described in clauses (i), (ii) or (iii), whether relating to
service in such position before or after the effective date of
this Section, if he (i) is successful in his defense of the Claim
on the merits or otherwise or (ii) has been found by the Determining
Body (acting in good faith) to have met the Standard of Conduct;
provided that (A) the amount otherwise payable by the Corporation
may be reduced by the Determining Body to such amount as it deems
proper if it determines that the Claim involved the receipt of a
personal benefit by Indemnitee, and (B) no indemnification shall be
made in respect of any Claim as to which Indemnitee shall have
been adjudged by a court of competent jurisdiction, after exhaustion
of all appeals therefrom, to beliable for willful or intentional
misconduct in the performance of his duty to the Corporation or to
have obtained an improper personal benefit, unless, and only to the
extent that, a court shall determine upon application that, despite
the adjudication of liability but in view of all the circumstances
of the case, Indemnitee is fairly and reasonably entitled to
indemnity for such Expenses as the court deems proper.
(b) The Standard of Conduct is met when the conduct by an
Indemnitee with respect to which a Claim is asserted was conduct
that he reasonably believed to be in, or not opposed to, the best
interest of the Corporation, and, in the case of a criminal
action or proceeding, that he had no reasonable cause to believe
was unlawful. The termination of any Claim by judgment, order,
settlement, conviction, or upon a plea of nolo contendere or its
equivalent, shall not, of itself, create a presumption that
Indemnitee did not meet the Standard of Conduct.
(c) Promptly upon becoming aware of the existence of any Claim as
to which he may be indemnified hereunder, Indemnitee shall notify
the Chief Executive Officer of the Corporation of the Claim and
whether he intends to seek indemnification hereunder. If such
notice indicates that Indemnitee does so intend, the Chief
Executive Officer shall promptly advise the Board thereof and
notify the Board that the establishment of the Determining Body
with respect to the Claim will be a matter presented at the next
regularly scheduled meeting of the Board. After the Determining
Body has been established the Chief Executive Officer shall
inform the Indemnitee thereof and Indemnitee shall immediately
provide the Determining Body with all facts relevant to the Claim
known to him. Within 60 days of the receipt of such information,
together with such additional information as the Determining Body
may request of Indemnitee, the Determining Body shall determine,
and shall advise Indemnitee of its determination, whether
Indemnitee has met the Standard of Conduct. The Determining Body
may extend such sixty-day period by no more than an additional
sixty days.
(d) Indemnitee shall promptly inform the Determining Body upon
his becoming aware of any relevant facts not therefore provided
by him to the Determining Body, unless the Determining Body has
obtained such facts by other means. If, after determining that
the Standard of Conduct has been met, the Determining Body
obtains facts of which it was not aware at the time it made such
determination, the Determining Body on its own motion, after
notifying the Indemnitee and providing him an opportunity to be
heard, may, on the basis of such facts, revoke such
determination, provided that in the absence of actual fraud by
Indemnitee no such revocation may be made later than thirty days
after final disposition of the Claim.
(e) In the case of any Claim not involving a proposed, threatened
or pending criminal proceeding,
(i) If Indemnitee has, in the good faith judgment of the
Determining Body, met the Standard of Conduct, the Corporation
may, in its sole discretion after notice to Indemnitee, assume
all responsibility for the defense of the Claim, and, in any
event, the Corporation and the Indemnitee each shall keep the
other informed as to the progress of the defense, including
prompt disclosure of any proposals for settlement; provided that
if the Corporation is a party to the Claim and Indemnitee
reasonably determines that there is a conflict between the
positions of the Corporation and Indemnitee with respect to the
Claim, then Indemnitee shall be entitled to conduct his defense,
with counsel of his choice; and provided further that Indemnitee
shall in any event be entitled at his expense to employ counsel
chosen by him to participate in the defense of the Claim; and
(ii) The Corporation shall fairly consider any proposals by
Indemnitee for settlement of the Claim. If the Corporation (A)
proposes a settlement acceptable to the person asserting the
Claim, or (B) believes a settlement proposed by the person
asserting the Claim should be accepted, it shall inform
Indemnitee of the terms thereof and shall fix a reasonable date
by which Indemnitee shall respond. If Indemnitee agrees to such
terms, he shall execute such documents as shall be necessary to
effect the settlement. If he does not agree he may proceed with
the defense of the Claim in any manner he chooses, but if he is
not successful on the merits or otherwise, the Corporation's
obligation to indemnify him for any Expenses incurred following
his disagreement shall be limited to the lesser of (A) the total
Expenses incurred by him following his decision not to agree to
such proposed settlement or (B) the amount the Corporation would
have paid pursuant to the terms of the proposed settlement. If,
however, the proposed settlement would impose upon Indemnitee any
requirement to act or refrain from acting that would materially
interfere with the conduct of his affairs, Indemnitee may refuse
such settlement and proceed with the defense of the Claim, if he
so desires, at the Corporation's expense without regard to the
limitations imposed by the preceding sentence. In no event,
however, shall the Corporation be obligated to indemnify
Indemnitee for any amount paid in a settlement that the
Corporation has not approved.
(f) In the case of a Claim involving a proposed, threatened or
pending criminal proceeding, Indemnitee shall be entitled to
conduct the defense of the Claim, and to make all decisions with
respect thereto, with counsel of his choice; provided that the
Corporation shall not be obligated to indemnify Indemnitee for an
amount paid in settlement that the Corporation has not approved.
(g) After notifying the Corporation of the existence of a Claim,
Indemnitee may from time to time request the Corporation to pay
the Expenses (other than judgments, fines, penalties or amounts
paid in settlement) that he incurs in pursuing a defense of the
Claim prior to the time that the Determining Body determines
whether the Standard of Conduct has been met. If the Disbursing
Officer believes the amount requested to be reasonable, he shall
pay to Indemnitee the amount requested (regardless of
Indemnitee's apparent ability to repay such amount) upon receipt
of an undertaking by or on behalf of Indemnitee to repay such
amount if it shall ultimately be determined that he is not
entitled to be indemnified by the Corporation under the
circumstances. If the Disbursing Officer does not believe such
amount to be reasonable, the Corporation shall pay the amount
deemed by him to be reasonable and Indemnitee may apply directly
to the Determining Body for the remainder of the amount
requested.
(h) After it has been determined that the Standard of Conduct was
met, for so long as and to the extent that the Corporation is
required to indemnify Indemnitee under this Agreement, the
provisions of Paragraph (g) shall continue to apply with respect
to Expenses incurred after such time except that (i) no
undertaking shall be required of Indemnitee and (ii) the
Disbursing Officer shall pay to Indemnitee such amount of any
fines, penalties or judgments against him which have become final
as the Corporation is obligated to indemnify him.
(i) Any determination by the Corporation with respect to
settlements of a Claim shall be made by the Determining Body.
(j) The Corporation and Indemnitee shall keep confidential, to
the extent permitted by law and their fiduciary obligations, all
facts and determinations provided or made pursuant to or arising
out of the operation of this Agreement, and the Corporation and
Indemnitee shall instruct it or his agents and employees to do
likewise.
11.3. Enforcement.
(a) The rights provided by this Section shall be enforceable by
Indemnitee in any court of competent jurisdiction.
(b) If Indemnitee seeks a judicial adjudication of his rights
under this Section Indemnitee shall be entitled to recover from
the Corporation, and shall be indemnified by the Corporation
against, any and all Expenses actually and reasonably incurred by
him in connection with such proceeding but only if he prevails
therein. If it shall be determined that Indemnitee is entitled to
receive part but not all of the relief sought, then the
Indemnitee shall be entitled to be reimbursed for all Expenses
incurred by him in connection with such judicial adjudication if
the amount to which he is determined to be entitled exceeds 50%
of the amount of his claim. Otherwise, the Expenses incurred by
Indemnitee in connection with such judicial adjudication shall be
appropriately prorated.
(c) In any judicial proceeding described in this subsection, the
Corporation shall bear the burden of proving that Indemnitee is
not entitled to any Expenses sought with respect to any Claim.
11.4. Saving Clause. If any provision of this Section is
determined by a court having jurisdiction over the matter to
require the Corporation to do or refrain from doing any act that
is in violation of applicable law, the court shall be empowered
to modify or reform such provision so that, as modified or
reformed, such provision provides the maximum indemnification
permitted by law, and such provision, as so modified or reformed,
and the balance of this Section, shall be applied in accordance
with their terms. Without limiting the generality of the
foregoing, if any portion of this Section shall be invalidated on
any ground, the Corporation shall nevertheless indemnify an
Indemnitee to the full extent permitted by any applicable portion
of this Section that shall not have been invalidated and to the
full extent permitted by law with respect to that portion that
has been invalidated.
11.5. Non-Exclusivity.
(a) The indemnification and advancement of Expenses provided by
or granted pursuant to this Section shall not be deemed exclusive
of any other rights to which Indemnitee is or may become entitled
under any statute, article of incorporation, by-law,
authorization of shareholders or directors, agreement, or
otherwise.
(b) It is the intent of the Corporation by this Section to
indemnify and hold harmless Indemnitee to the fullest extent
permitted by law, so that if applicable law would permit the
Corporation to provide broader indemnification rights than are
currently permitted, the Corporation shall indemnify and hold
harmless Indemnitee to the fullest extent permitted by applicable
law notwithstanding that the other terms of this Section would
provide for lesser indemnification.
11.6. Successors and Assigns. This Section shall be binding upon
the Corporation, its successors and assigns, and shall inure to
the benefit of the Indemnitee's heirs, personal representatives,
and assigns and to the benefit of the Corporation, its successors
and assigns.
11.7. Indemnification of Other Persons.
(a) The Corporation may indemnify any person not covered by
Sections 11.1 through 11.6 to the extent provided in a resolution
of the Board or a separate Section of these By-laws.
(b) Section 11 of these By-laws as in effect immediately prior to
the adoption of this Section 11.7 shall remain in effect with
respect to persons not covered by Section 11.1 through 11.6 to
the extent necessary to satisfy the Corporation's contractual
obligations entered into prior to such date to provide
indemnification to directors and officers of corporations or
banks acquired by the Corporation.
(c) Nothing in this Section 11 shall obligate the Corporation to
indemnify or advance expenses to any person who was a director,
officer or agent of any corporation merged into this Corporation
or otherwise acquired by this Corporation. Any such person's
right to indemnification or advancement of expenses, if any,
shall consist of those rights contained in the agreement relating
to such merger or acquisition.
Section 12. AMENDMENTS
These By-laws may be amended or repealed or new By-laws may be
adopted by the Board of Directors at any meeting of the Board of
Directors if notice of such action is contained in the notice of
such meeting; provided, however, that no notice shall be
necessary for any proposed amendment adopted at any regular or
special meeting of the Board of Directors by a vote of more than
three-fourths of the directors then in office. By-laws adopted
or amended by the Board of Directors may be amended or repealed
at any meeting of the shareholders if notice of such proposed
action is contained in the notice of such meeting. By-laws
amended or repealed by the shareholders may be amended, repealed
or readopted by the Board of Directors.
APPENDIX
Section 11 of the By-laws as in effect immediately prior to the
adoption of current Section 11:
The Corporation shall indemnify its officers and directors, and
may indemnify its former officers, former directors, present or
former employees and agents, and directors, officers, employees
and agents of other organizations, and may procure insurance on
behalf of such persons against expenses (including attorney's
fees), judgments, fines and amounts paid in settlement to the
full extent permitted by Section 83 of the Louisiana Business
Corporation Law, as heretofore or hereafter amended.
For purposes of this Section, the "Corporation" shall include, in
addition to the resulting corporation, any constituent
corporation (including any constituent of a constituent) absorbed
in a consolidation or merger which, if its separate existence had
continued, would have had power and authority to indemnify its
directors, officers, employees or agents, so that any person
entitled to be indemnified by the constituent corporation shall
stand in the same position with respect to the indemnification
from the resulting or surviving corporation as he would have with
respect to such constituent if its separate existence had
continued; provided, however, that with respect to any such
constituent corporation (including any constituent of a
constituent) absorbed in a consolidation or merger which becomes
effective on or after October 1, 1987, this Section 11 shall
permit, but shall not require, the Corporation to indemnify the
officers and directors thereof for acts in their capacities as
such prior to such consolidation or merger to the full extent
permitted by Section 83 of the Louisiana Business Corporation
Law, as heretofore or hereafter amended.