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EXHIBIT 3.2
THIRD AMENDED AND RESTATED BYLAWS
OF
FIRST CAPITAL, INC.
ARTICLE I
OFFICES
SECTION 1. PRINCIPAL OFFICE. First Capital, Inc. (hereinafter referred to
as the "Corporation") shall at all times maintain a principal office in the
State of Indiana, which, except as otherwise determined by the Board of
Directors of the Corporation (hereinafter referred to as the "Board"), shall be
in the City of Corydon, County of Harrison.
SECTION 2. OTHER OFFICES. The Corporation may also have offices at such
other places within or without the State of Indiana as the Board shall from time
to time designate or the business of the Corporation shall require.
ARTICLE II
STOCKHOLDERS
SECTION 1. PLACE OF MEETINGS. All annual and special meetings of
stockholders shall be held at such places within or without the State of Indiana
as may from time to time be designated by the Board and specified in the notice
of meeting.
SECTION 2. ANNUAL MEETING. A meeting of the stockholders of the
Corporation for the election of directors and for the transaction of any other
business of the Corporation shall be held annually at 2:00 p.m. on the third
Wednesday of April, if not a legal holiday, and if a legal holiday, then on the
next day following such day which is not a legal holiday, or at such other date
and time as the Board may determine and specify in the notice of the meeting.
SECTION 3. SPECIAL MEETINGS. A special meeting of the stockholders may
only be called by those persons authorized to do so in the Corporation's
Articles of Incorporation. Business transacted at any special meeting of the
stockholders shall be confined to the purpose or purposes stated in the notice
of such meeting.
SECTION 4. CONDUCT OF MEETINGS. Annual and special meetings of the
stockholders shall be conducted in accordance with Indiana law unless otherwise
prescribed by these Bylaws. The Chairman, or in the absence of the Chairman, the
highest ranking officer of the Corporation who is present, or such other person
as the Board shall have designated, shall call to order any meeting of the
stockholders and act as chairman of the meeting. The Secretary of the
Corporation, if present at the meeting, shall be the secretary of the meeting.
In the absence of the Secretary of the Corporation, the secretary of the meeting
shall be such person as the chairman of the meeting shall appoint. The chairman
of any meeting of the stockholders, unless otherwise prescribed by law or
regulation or unless the Chairman has otherwise determined, shall determine the
order of business and the procedure at the meeting.
SECTION 5. NOTICE OF MEETINGS. Written notice stating the date, time and
place of the meeting and, in the case of a special meeting, the purpose or
purposes for which the meeting of the stockholders is called shall be delivered
no fewer than ten (10) nor more than sixty (60) days before the date of the
meeting, either personally or by mail, by or at the direction of the Chairman,
the Secretary or the directors requesting the meeting to each stockholder of
record entitled to vote at such meeting. If mailed, such notice shall be
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deemed given when deposited in the United States mail, postage prepaid,
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 of this Article II. When any meeting of the stockholders, either annual or
special, is adjourned for more than thirty (30) days or if, after adjournment, a
new record date is fixed for the adjourned meeting, 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 date, time and place of any other adjourned
meeting of the stockholders, other than an announcement at the meeting at which
such adjournment is taken.
SECTION 6. FIXING OF RECORD DATE. For the purpose of determining
stockholders entitled to notice of or to vote at any meeting of the stockholders
or any adjournment thereof, or stockholders entitled to receive payment of any
dividend, or in order to make a determination of stockholders for any other
proper purpose under Indiana law, the Board may fix, in advance, a date as the
record date for any such determination of stockholders. Such date shall not be
less than ten (10) days and not more than the seventy (70) days before the
meeting or action requiring a determination of stockholders.
SECTION 7. VOTING LISTS. The Secretary of the Corporation, or other
officer or agent of the Corporation having charge of the stock transfer books
for shares of the capital stock of the Corporation, shall prepare and make, at
least five (5) business days before each meeting of the stockholders, 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 stockholder. Such list shall be open to the examination of
any stockholder entitled to vote at the meeting, for any purpose germane to the
meeting, during ordinary business hours, for a period of at least five (5)
business days prior to the meeting, either at a place within the city where the
meeting is to be held, which place shall be specified in the notice of the
meeting, or at the Corporation's principal office. Such list shall also be
produced and kept open at the time and place of the meeting during the whole
time thereof and shall be subject to the inspection of any stockholder present
at the meeting. The stock transfer books shall be the only evidence as to who
are the stockholders entitled to examine the stock transfer books, or to vote in
person or by proxy at any meeting of stockholders.
SECTION 8. QUORUM. A majority of the outstanding shares of the Corporation
entitled to vote at a meeting of the stockholders, represented in person or by
proxy, shall constitute a quorum at a meeting. If less than a majority 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
except as otherwise provided in Section 5 of this Article II. At such adjourned
meeting at which a quorum shall be present or represented, any business may be
transacted at the meeting as originally called. 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 any meeting of the stockholders, every stockholder
having the right to vote shall be entitled to vote in person, or by proxy
appointed by an instrument in writing and complying with the requirements of
Indiana law.
SECTION 10. VOTING BY THE CORPORATION. Neither treasury shares of its own
capital stock held by the Corporation, nor shares held by another corporation, a
majority of the shares of which entitled to vote for the election of directors
are held by the Corporation, shall be entitled to vote or be counted for quorum
purposes at any meeting of the stockholders; provided, however, that the
Corporation may vote shares of its capital stock held by it, or by any such
other corporation, if such shares of capital stock are held by the Corporation
or such other corporation in a fiduciary capacity.
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SECTION 11. INSPECTORS OF ELECTION. The Board shall, in advance of any
meeting of stockholders, appoint one or three persons as inspectors of election,
to act at the meeting or any adjournment thereof and make a written report
thereof.
SECTION 12. NOTICE OF NOMINATIONS AND PROPOSALS. Nominations for the
election of directors and proposals for any new business to be taken up at any
annual meeting of stockholders may be made by the board of directors of the
corporation or, in a timely manner, by any stockholder of the corporation
entitled to vote generally in the election of directors. In order for a
stockholder of the corporation to make any such nominations and/or proposals in
a timely manner, he or she shall give notice thereof in writing, delivered or
mailed by first class United States mail, postage prepaid, to the Secretary of
the corporation and received at the principal office of the corporation not less
than ninety (90) days nor more than one-hundred twenty (120) days prior to the
date of any such meeting; provided, however, that if less than one-hundred (100)
days' notice or prior public disclosure of the date of the meeting is given or
made to stockholders, such written notice, to be timely, shall be delivered or
mailed, as prescribed, to the Secretary of the corporation and received at the
principal office of the corporation not later than the close of business on the
tenth day following the day on which notice of the date of the meeting was
mailed to stockholders or such prior public disclosure was made.
Each such notice given by a stockholder with respect to nominations for
election of directors shall set forth (i) the name, age, business address and,
if known, residence address of each nominee proposed in such notice, (ii) the
principal occupation or employment of each such nominees, (iii) the number of
shares of stock of the corporation which are beneficially owned by each such
nominee, (iv) such other information as would be required to be included in a
proxy statement soliciting proxies for the election of the proposed nominee
pursuant to Regulation 14A of the Securities Exchange Act of 1934, as amended,
including, without limitation, such person's written consent to being named in
the proxy statement as a nominee and to serving as a director, if elected, and
(v) as to the stockholder giving such notice (a) his name and address as they
appear on the corporation's books and (b) the class and number of shares of the
corporation which are beneficially owned by such stockholder. In addition, the
stockholder making such nomination shall promptly provide any other information
reasonably requested by the corporation. Each such notice given by a stockholder
to the Secretary with respect to business proposals to bring before a meeting
shall set forth in writing as to each matter: (i) a brief description of the
business desired to be brought before the meeting and the reasons for conducting
such business at the meeting; (ii) the name and address, as they appear on the
corporation's books, of the stockholder proposing such business; (iii) the class
and number of shares of the corporation which are beneficially owned by the
stockholder; and (iv) any material interest of the stockholder in such business.
Notwithstanding anything in these Articles to the contrary, no business shall be
conducted at the meeting except in accordance with the procedures set forth in
this Section.
The Chairman of the annual or special meeting of stockholders may, if the
facts warrant, determine and declare to the meeting that a nomination or
proposal was not made in accordance with the foregoing procedure, and, if the
Chairman should so determine, the Chairman shall so declare to the meeting and
the defective nomination or proposal shall be disregarded and laid over for
action at the next succeeding adjourned, special or annual meeting of the
stockholders taking place thirty (30) days or more thereafter. This provision
shall not require the holding of any adjourned or special meeting of
stockholders for the purpose of considering such defective nomination or
proposal.
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ARTICLE III
BOARD OF DIRECTORS
SECTION 1. GENERAL POWERS. All corporate powers shall be exercised by or
under the authority of, and the business and affairs of the Corporation shall be
managed under the direction of, the Board except as may be otherwise provided by
law or the Articles of Incorporation. The Board shall elect from among its
members a Chairman, and may elect one (1) or more Vice Chairmen of the Board.
The Chairman, or in his absence the Vice Chairman, shall preside at all meetings
of the Board.
SECTION 2. NUMBER. The number of directors of the Corporation shall be
fixed from time to time exclusively by the Board by resolution adopted by a
majority of the total number of the Corporation's directors.
SECTION 3. REGULAR MEETINGS. A regular meeting of the Board shall be held
without other notice than this Bylaw immediately after, and at the same place
as, the annual meeting of the stockholders or at such other place as may be
designated by the Board. Additional meetings shall be held at such time as the
Board shall fix at such places within or without the State of Indiana as shall
be fixed by the Board. No call shall be required for regular meetings for which
the time and place has been fixed.
SECTION 4. SPECIAL MEETINGS. Special meetings of the Board may be called
by or at the request of the Chairman or the Vice Chairman, or in the absence or
disability of both of them, a majority of the remaining directors. The persons
authorized to call special meetings of the Board may fix any place as the place
for holding any special meeting of the Board called by such persons.
SECTION 5. PARTICIPATION IN MEETINGS. Members of the Board may participate
in regular or special meetings by means of conference telephone or similar
communications equipment by which all persons participating in the meeting can
communicate with each other. A director participating in a meeting by this means
is deemed to be present in person at the meeting.
SECTION 6. NOTICE. The persons authorized to call special meetings of the
Board shall cause the Secretary of the Corporation to give written or oral
notice of the meeting, specifying the time and place of the meeting, to each
director, either personally, by mailing, or by telegram, at least two (2) days
in advance of the meeting. 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 in the event 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 need be specified in the notice or waiver of notice of such
meeting.
SECTION 7. QUORUM. A majority of the number of directors fixed pursuant to
Section 2 of this Article III shall constitute a quorum for the transaction of
business at any meeting of the Board, 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 7 of this Article III.
SECTION 8. MANNER OF ACTING. Unless otherwise prescribed in the Articles
of Incorporation or these Bylaws, the act of the majority of the directors
present at a meeting at which a quorum is present shall be the act of the Board.
SECTION 9. ACTION WITHOUT A MEETING. Any action required or permitted to
be taken by the Board 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.
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SECTION 10. RESIGNATION. Any director may resign at any time by sending a
written notice of such resignation to the Corporation addressed to the Chairman
or the Vice Chairman. Unless otherwise specified therein, such resignation shall
take effect upon receipt thereof.
SECTION 11. VACANCIES. Any vacancy occurring in the Board may be filled in
accordance with the Articles of Incorporation.
SECTION 12. COMPENSATION. Directors, as such, may receive pursuant to
resolution of the Board, fixed fees and other compensation for their services as
directors, including their services as members of committees of the Board.
SECTION 13. QUALIFICATION. No person 70 years of age or older shall be
eligible for election, reelection, appointment or reappointment to the Board of
Directors and a person that attains 70 years of age while serving as a director
may continue to serve until the expiration of his or her term. Following the
expiration of the term during which a person serving as a director attains 70
years of age, the person shall be eligible for reelection or reappointment in
the sole discretion of the Nominating Committee of the Board of Directors for no
more than two additional terms.
ARTICLE IV
EXECUTIVE AND OTHER COMMITTEES
SECTION 1. APPOINTMENT. The Board, by resolution adopted by a majority of
the Board, may designate the Chairman, the President and one (1) or more of the
other directors to constitute an Executive Committee. The designation of any
committee pursuant to this Article IV and the delegation of authority thereto
shall not operate to relieve the Board, or any director, of any responsibility
imposed by law or regulation.
SECTION 2. AUTHORITY. The Executive Committee, when the Board is not in
session, shall have and may exercise all of the authority of the Board except to
the extent, if any, that such authority shall be limited by the resolution
appointing the Executive Committee, or as otherwise expressly provided by law,
the Articles of Incorporation or these Bylaws.
SECTION 3. TENURE. Subject to the provisions of Section 8 of this Article
IV, each member of the Executive Committee shall hold office until the next
regular annual meeting of the Board following his designation and until a
successor is designated as a member of the Executive Committee.
SECTION 4. MEETINGS. Regular meetings of the Executive Committee may be
held without notice at such times and places as the Executive Committee may fix
from time to time. Special meetings of the Executive Committee may be called by
the Chairman or the President, or in the absence or disability of both of them,
by a majority of the remaining members of the Executive Committee upon not less
than one (1) day's notice stating the place, date and hour of the meeting, which
notice may be written or oral. Any member of the Executive Committee may waive
notice of any meeting and no notice of any meeting need be given to any member
thereof who attends in person. The notice of a meeting of the Executive
Committee need not state the business proposed to be transacted at the meetings.
Regular or special meetings may be held my means of conference telephone
or similar communications equipment by which all persons participating in the
meeting can communicate with each other.
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SECTION 5. QUORUM. A majority of the members of the Executive Committee
shall constitute a quorum for the transaction of business at any meeting
thereof, and action of the Executive Committee must be authorized by the
affirmative vote of a majority of the members present as a meeting at which a
quorum is present.
SECTION 6. ACTION WITHOUT A MEETING. Any action required or permitted to
be taken by the Executive Committee 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 Executive Committee.
SECTION 7. VACANCIES. Any vacancy in the Executive Committee may be filled
by a resolution adopted by a majority of the Board.
SECTION 8. RESIGNATIONS AND REMOVAL. Any member of the Executive Committee
may be removed at any time with or without cause by resolution adopted by a
majority of the Board. Any member of the Executive Committee may resign from the
Executive Committee at any time by giving written notice to the Chairman or the
President. Unless otherwise specified thereon, such resignation shall take
effect upon receipt. The acceptance of such resignation shall not be necessary
to make it effective.
SECTION 9. PROCEDURE. The Chairman shall be presiding officer of the
Executive Committee, or, in his absence or disability, the President, or in the
absence or disability of both of them, such other persons as may be elected by a
majority of the members present. The Executive Committee may fix its own rules
of procedure which shall not be inconsistent with these bylaws. It shall keep
regular minutes of its proceedings and report the same to the Board for its
information at the meeting thereof held next after the proceedings shall have
been taken.
SECTION 10. OTHER COMMITTEES. The Board may by resolution establish an
audit committee or other committees composed of directors 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.
ARTICLE V
OFFICERS
SECTION 1. POSITIONS. The officers of the Corporation shall consist of a
President, one (1) or more Vice Presidents, a Secretary and a Treasurer, each of
whom shall be elected by the Board. The same individual may simultaneously hold
more than one office in the corporation. The Board may designate one (1) or more
Vice Presidents as Executive Vice President or Senior Vice President. The Board
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 may from time to time authorize or
determine. In the absence of action by the Board, 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
shall be elected annually at the first meeting of the Board 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, resignation or removal in the manner hereinafter
provided. Election or appointment of an officer, employee or agent shall not by
itself create any contractual rights. The Board may authorize the Corporation to
enter into an employment contact with any officer, but no contract shall impair
the right of the Board to remove any officer at any time in accordance with
Section 8 of this Article V.
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SECTION 3. PRESIDENT. The President shall have the authority and the duty
to manage the affairs of the Corporation and shall have such other powers and
perform such other duties as are delegated to him by the Board of Directors or
as are incidental to his office. The President shall be a director.
SECTION 4. VICE PRESIDENT. The Vice President or Vice Presidents, if any,
shall perform the duties of the President in his absence or during his
disability to act. In addition, the Vice Presidents shall perform the duties and
exercise the powers usually incident to their respective offices and/or such
other duties and powers as may be properly assigned to them from time to time by
the Board of Directors or the President.
SECTION 5. SECRETARY. The Secretary shall have custody of the minutes and
records of the Corporation. He shall keep the minutes of all meetings of the
stockholders and of the Board of Directors, shall give such notice as may be
required for all such meetings and shall have such other powers and perform such
other duties as are delegated to him by the Board of Directors or the President
or as are incidental to his office.
SECTION 6. TREASURER. The Treasurer shall keep correct and complete books
of account in accordance with the accounting methods adopted by the Board of
Directors, showing the financial condition of the Corporation and the results of
its operations. He shall have custody of all monies, securities, and other
certificates evidencing intangible personal property belonging to the
Corporation. He shall upon request furnish statements of the current financial
condition and the current results of operations of the Corporation and he shall
have such other powers and perform such other duties as are delegated to him by
the Board of Directors or the President or as are incidental to his office.
SECTION 7. OTHER OFFICES. All other officers shall have such powers and
perform such duties as are delegated to them by the Board of Directors or the
President.
SECTION 8. REMOVAL. Any officer may be removed by the Board whenever in
its judgment the best interests of the Corporation will be served thereby.
SECTION 9. VACANCIES. A vacancy in any office because of death,
resignation, removal, disqualification or otherwise, may be filled by a majority
vote of the Board for the unexpired portion of the term.
SECTION 10. REMUNERATION. The remuneration of the officers shall be fixed
from time to time by the Board.
ARTICLE VI
CONTRACTS, LOANS, CHECKS AND DEPOSITS
SECTION 1. CONTRACTS. To the extent permitted by applicable law, the
Articles of Incorporation or these Bylaws, the Board 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 and no evidence of indebtedness shall be issued in its name unless
authorized by the Board. Such authority may be general or confined to specific
instances.
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SECTION 3. CHECKS, DRAFTS, ETC. All checks, drafts or 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 (1) or more officers, employees or agents
of the Corporation in such manner as shall from time to time be determined by
the Board.
SECTION 4. DEPOSITS. All funds of the Corporation not otherwise employed
shall be deposited from time to time to the credit of the Corporation in any
duly authorized depositories as the Board may select.
ARTICLE VIII
CERTIFICATES FOR SHARES AND THEIR TRANSFER
SECTION 1. CERTIFICATES FOR SHARES. Certificates representing shares of
capital stock of the Corporation shall be in such form as shall be determined by
the Board. Such certificates shall be signed by the President or any other
officer of the Corporation authorized by the Board, attested by the Secretary or
an Assistant Secretary, and sealed with the corporate seal or a facsimile
thereof. The signatures of such officers upon a certificate may be facsimiles if
the certificate is manually signed on behalf of a transfer agent or a registrar
other than the Corporation itself or one of its employees. Each certificate for
shares of capital stock shall be consecutively numbered or otherwise identified.
The name and address of the person to whom the shares are issued, with the
number of shares issued and date of issue, shall be entered on the stock
transfer books of the Corporation. All certificates surrendered to the
Corporation for transfer shall be cancelled and no new certificate shall be
issued until the former certificate for a like number of shares shall have been
surrendered and cancelled, except that in the case of a lost, stolen or
destroyed certificate, a new certificate may be issued therefor upon such terms
and indemnity to the Corporation as the Board may prescribe as sufficient to
indemnify the Corporation against any claim that may be made against it on
account of such loss, theft or destruction.
SECTION 2. TRANSFER OF SHARES. Transfer of shares of capital stock of the
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 duly 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.
ARTICLE IX
DIVIDENDS
Subject to applicable law, the Articles of Incorporation or these Bylaws,
the Board may, from time to time, declare, and the Corporation may pay,
dividends on the outstanding shares of capital stock of the Corporation.
ARTICLE X
SECURITIES OF OTHER CORPORATIONS
Unless otherwise ordered by the Board, the President shall have full power
and authority on behalf of the Corporation to purchase, sell, transfer, encumber
or vote any and all securities of any other corporation owned by the
Corporation, and may execute and deliver such documents as may be necessary to
effectuate such purchase, sale, transfer, encumbrance or vote. The Board may,
from time to time, confer like powers upon any other person or persons.
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ARTICLE XI
FISCAL YEAR, ANNUAL AUDIT
The fiscal year of the Corporation shall end on the 31st day of December
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.
ARTICLE XII
CORPORATE SEAL
The corporate seal of the Corporation, if any, shall be in such form as
the Board shall prescribe.
ARTICLE XIII
CONDUCT OF AFFAIRS OF CORPORATION
The provisions of the Control Share Acquisitions Chapter of the Indiana
Business Corporation Law, as codified at Indiana Code Section 23-1-42, as
amended from time to time, shall not apply to Control Share Acquisitions of
shares of the Corporation.
ARTICLE IV
AMENDMENTS
These Bylaws may be adopted, amended or repealed by a resolution adopted
by a two-thirds (2/3) majority of the directors then in office.
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These Third Amended and Restated Bylaws were adopted by the Board of
Directors this 16th day of January 2007.
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