AMENDED AND RESTATED
BYLAWS
OF
LIBERTY BANCORP, INC.
ARTICLE I - OFFICES
SECTION 1.01. PRINCIPAL OFFICE. The principal office of the Corporation
in the State of Missouri shall be located at 16 West Franklin, Liberty, Missouri
64068. The Corporation may have such other office(s), either within or without
the State of Missouri, as the board of directors may designate or as the
business of the Corporation may require from time to time.
SECTION 1.02. REGISTERED OFFICE. The registered office of the
Corporation required by the General and Business Corporation Law of Missouri to
be maintained in the State of Missouri may be, but need not be, identical with
its principal office in the State of Missouri, and the address of the registered
office may be changed from time to time by the board of directors.
ARTICLE II - SHAREHOLDERS
SECTION 2.01. ANNUAL MEETING. The annual meeting of the shareholders
shall be held on the third Wednesday in January of each year at the hour of 5:30
p.m., or at such other date and hour as shall be determined by the board of
directors and stated in the notice of the meeting, for the purpose of electing
directors and for the transaction of such other business as may come before the
meeting. If the day fixed for the annual meeting shall be a legal holiday in the
State of Missouri, such meeting shall be held on the next succeeding business
day.
SECTION 2.02. SPECIAL MEETINGS. Special meetings of the shareholders,
for any purpose or purposes, unless otherwise prescribed by statute, may be
called by the board of directors at any time in their sole discretion. At any
special meeting of shareholders, only such business shall be conducted as shall
have been set forth in the notice of meeting sent in accordance with Section
2.04 of this Article II.
SECTION 2.03. PLACE OF MEETING. The board of directors may designate
any place, either within or without the State of Missouri, as the place of
meeting for any annual or special meeting of the shareholders. If no designation
is made, the place of meeting shall be the registered office of the Corporation
in the State of Missouri.
SECTION 2.04. NOTICE OF MEETING. Written notice stating the place, day
and hour of the meeting and, in case of a special meeting, the purpose or
purposes for which the meeting is called, shall, unless otherwise prescribed by
statute, be delivered not less then ten nor more than seventy days before the
date of the meeting, by or at the direction of the President, or the Secretary,
or the persons calling 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, addressed to the shareholder at his or
her address as it appears on the stock transfer books of the Corporation, with
postage thereon prepaid. If a shareholder is present at a meeting, or in writing
waives notice thereof before or after the meeting, notice of the meeting to such
shareholder shall be unnecessary. When any shareholders' meeting, either annual
or special, is adjourned for more than ninety 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
ninety 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 2.05. MEETINGS. HOW CONVENED. Every meeting, for whatever
purpose, of the shareholders of the Corporation shall be convened by the
President, or the Secretary, or the persons calling the meeting by notice given
as herein provided. Annual and special meetings shall be conducted in accordance
with the rules and procedures established by the board of directors. The board
of directors shall designate, when present, either the chairman of the board or
the President to preside at such meetings.
SECTION 2.06. CLOSING TRANSFER BOOKS; RECORD DATE. The board of
directors shall have the power to close the transfer books of the Corporation
for a period not exceeding seventy days preceding the date of any meeting of
shareholders, or the date of payment of any dividend, or the date for the
allotment of rights, or the date when any change or conversion or exchange of
shares shall go into effect; provided, however, that in lieu of closing the
stock transfer books, the board of directors may fix in advance a date, not
exceeding seventy days preceding the date of any meeting of shareholders, or the
date for the payment of any dividend, or the date for the allotment of rights,
or the date when any change or conversion or exchange of shares shall go into
effect, as a record date for the determination of the shareholders entitled to
notice of, and to vote at, the meeting and any adjournment thereof, or to
receive payment of the dividend, or to receive the allotment of rights, or to
exercise the rights in respect of the change, conversion or exchange of shares.
In such case, only the shareholders who are shareholders of record on the date
of closing the transfer books, or on the record date so fixed, shall be entitled
to notice of, and to vote at, the meeting and any adjournment thereof, or to
receive payment of the dividend, or to receive the allotment of rights, or to
exercise the rights, as the case may be, notwithstanding any transfer of any
shares on the books of the Corporation after the date of closing of the transfer
books or the record date fixed as aforesaid. If the board of directors does not
close the transfer books or set a record date, only the shareholders who are
shareholders of record at the close of business on the twentieth day preceding
the date of the meeting shall be entitled to notice of, and to vote at, the
meeting, and any adjournment of the meeting; except that, if prior to the
meeting written waivers of notice of the meeting are signed and delivered to the
Corporation by all the shareholders of record at the time the meeting is
convened, only the shareholders who are shareholders of record at the time the
meeting is convened shall be entitled to vote at the meeting, and any
adjournment or postponement of the meeting.
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SECTION 2.07. VOTING LISTS. The officer or agent having charge of the
stock transfer book for shares of the Corporation shall make, at least ten days
before each meeting of the shareholders, a complete list of the shareholders
entitled to vote at such meeting, arranged in alphabetical order, with the
address of and the number of shares held by each, which list, for a period of
ten days prior to such meeting shall be kept on file at the registered office of
the Corporation and shall be subject to inspection by any shareholder at any
time during usual business hours. Such list shall also be produced and subject
to the inspection of any shareholder at any time during the meeting. The
original share ledger or transfer books, or a duplicate thereof kept in the
State of Missouri, shall be prima facie evidence as to who are the shareholders
entitled to examine such list or share ledger or transfer book or to vote at any
meeting of the shareholders.
SECTION 2.08. QUORUM. A majority of the outstanding shares of the
Corporation entitled to vote, represented in person or by proxy, shall
constitute a quorum at any meeting of shareholders. If less than a quorum is
present, a majority of the shares so represented may adjourn the meeting until a
specified date, not longer than ninety days after such adjournment, and no
notice need be given of such adjournment to shareholders not present at the
meeting. 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 2.09. PROXIES. At all meetings of shareholders, a shareholder
may vote in person or by proxy executed in writing by the shareholder or by the
shareholder's duly authorized attorney in fact. Such proxy shall be filed with
the Secretary of the Corporation before or at the time of the meeting. No proxy
shall be valid after eleven months from the date of its execution, unless
otherwise provided in the proxy. A duly executed proxy shall be irrevocable only
if it states that it is irrevocable and if, and only so long as, it is coupled
with an interest sufficient in law to support an irrevocable power of attorney.
The interest with which it is coupled need not be an interest in the shares
themselves, but it may be such an interest or an interest in the Corporation
generally. If any instrument of proxy designates two or more persons to act as
proxy, in the absence of any provisions in the proxy to the contrary, the
persons designated may represent and vote the shares in accordance with the vote
or consent of the majority of the persons named as proxies. If only one such
proxy is present, the proxy may vote all of the shares, and all the shares
standing in the name of the principal or principals for whom such proxy acts
shall be deemed represented for the purpose of obtaining a quorum. The foregoing
provisions shall apply to the voting of shares by proxies for any two or more
personal representatives, trustees or other fiduciaries, unless an instrument or
order of court appointing them otherwise directs.
SECTION 2.10. VOTING OF SHARES. Each outstanding share entitled to vote
shall be entitled to one vote upon each matter submitted to a vote at a meeting
of the shareholders.
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SECTION 2.11. VOTING OF SHARES IN THE NAME OF TWO OR MORE PERSONS. When
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, but
no votes shall be cast for such stock if a majority cannot agree.
SECTION 2.12. VOTING OF SHARES BY CERTAIN HOLDERS. Shares standing in
the name of another corporation may be voted by such 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 standing in the name of a deceased person may be voted by his or
her personal representative, either in person or by proxy. Shares standing in
the name of a conservator or trustee may be voted by such fiduciary, either in
person or by proxy, but no conservator or trustee shall be entitled as a
fiduciary to vote shares held by him or her without a transfer of such shares
into his or her 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 or her name if authority to
do so be contained in an appropriate order of the court by which such receiver
was appointed.
A shareholder whose shares are pledged shall be entitled to vote such
shares until the shares have been transferred into the name of the pledges, and
thereafter the pledges shall be entitled to vote the shares so transferred.
Neither treasury shares of its own stock held by the Corporation, nor
shares held by another corporation, if a 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 in determining the total
number of outstanding shares at any given time for purposes of any meeting.
SECTION 2.13. SHAREHOLDER ACTING WITHOUT A MEETING. Any action required
to be taken at a meeting of the shareholders, or any action which may be taken
at a meeting of the shareholders, may be taken without a meeting if consents in
writing, setting forth the action so taken, shall be signed by all of the
shareholders entitled to vote with respect to the subject matter thereof. Such
consents shall have the same force and effect as a unanimous vote of the
shareholders at a meeting duly held. The Secretary of the Corporation shall file
such consents with the minutes of the meetings of the shareholders.
SECTION 2.14. SHAREHOLDERS' RIGHT TO EXAMINE BOOKS AND RECORDS. The
Corporation shall keep correct and complete books and records of account,
including the amount of its assets and liabilities, minutes of the proceedings
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of its shareholders and board of directors, and the names and business or
residence address of its officers; and it shall keep at its registered office or
principal place of business in Missouri, or at the office of its transfer agent,
if any, books and records in which shall be recorded the number of shares
subscribed, the names of the owners of the shares, the numbers owned by them
respectively, the amount of shares paid, and by whom, and the transfer of such
shares with the date of transfer. Each shareholder may, upon written demand
under oath stating the purpose thereof, during normal business hours, have
access to the books of the Corporation, to examine the same for any proper
purpose. The board of directors may, from time to time, further prescribe
regulations with respect to any such examination.
SECTION 2.15. SHARES OF OTHER CORPORATIONS. Shares of another
corporation owned by or standing in the name of the Corporation may be voted by
such person or persons as may be designated by the board of directors and in the
absence of any such designation, the President shall have the power to vote such
shares.
SECTION 2.16. NOTICE OF SHAREHOLDER NOMINEES. Only persons who are
nominated in accordance with the procedures set forth in this Section 2.16 of
Article II shall be eligible for election as directors of the Corporation.
Nominations of persons for election to the board of directors of the Corporation
may be made at a meeting of shareholders (a) by or at the direction of the board
of directors or (b) by any shareholder of the Corporation entitled to vote for
the election of directors at such meeting who complies with the procedures set
forth in this Section 2.16 of Article II. All nominations by shareholders shall
be made pursuant to timely notice in proper written form to the Secretary of the
Corporation. To be timely, a shareholder's notice shall be delivered to or
mailed and received at the principal executive offices of the Corporation not
less than sixty days nor more than ninety days prior to the meeting; provided,
however, that in the event that less than seventy days' notice or prior public
disclosure of the date of the meeting is given or made to shareholders, notice
by the shareholder to be timely must be so received not later than the close of
business on the tenth day following the day on which such notice of the date of
the meeting was mailed or such public disclosure was made. To be in proper
written form, such shareholder's notice shall set forth in writing (a) as to
each person whom the shareholder proposes to nominate for election or
re-election as a director, all information relating to such person that is
required to be disclosed in solicitations or proxies for election of directors,
or is otherwise required, in each case pursuant to Regulation 14A under 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 (b) as to the shareholder giving the
notice (i) the name and address, as they appear on the Corporation's books, of
such shareholder and (ii) the class and number of shares of the Corporation
which are beneficially owned by such shareholder. At the request of the board of
directors, any person nominated for election as a director shall furnish to the
Secretary of the Corporation that information required to be set forth in a
shareholder's notice of nomination which pertains to the nominee. The chairman
of the meeting shall, if the facts warrant, determine and declare to the meeting
that a nomination was not made in accordance with the provisions of this Section
2.16 of Article II, and, if he or she should so determine, shall so declare to
the meeting and the defective nomination shall be disregarded.
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SECTION 2.17. PROCEDURES FOR SUBMISSION OF SHAREHOLDER PROPOSALS AT
ANNUAL MEETING. At any annual meeting of the shareholders of the Corporation,
only such business shall be conducted as shall have been brought before the
meeting (i) by or at the direction of the board of directors or (ii) by any
shareholder of the Corporation who complies with the procedures set forth in
this Section 2.17 of Article II. For business properly to be brought before an
annual meeting by a shareholder, the shareholder must have given timely notice
thereof in proper written form to the Secretary of the Corporation. To be
timely, a shareholder's notice must be delivered to or mailed and received at
the principal executive offices of the Corporation not less than sixty days nor
more than ninety days prior to the meeting; provided, however, that in the event
that less than seventy days' notice or prior public disclosure of the date of
the meeting is given or made to shareholders, notice by the shareholder to be
timely must be received not later than the close of business on the tenth day
following the day on which such notice of the date of the annual meeting was
mailed or such public disclosure was made. To be in proper written form, a
shareholder's notice to the Secretary shall set forth in writing as to each
matter the shareholder proposes to bring before the annual meeting (a) a brief
description of the business desired to be brought before the annual meeting and
the reasons for conducting such business at the annual meeting, (b) the name and
address, as they appear on the Corporation's books, of the shareholder proposing
such business, (c) the class and number of shares of the Corporation which are
beneficially owned by the shareholder and (d) any material interest of the
shareholder in such business. Notwithstanding anything in the Bylaws to the
contrary, no business shall be conducted at an annual meeting, except in
accordance with the procedures set forth in Section 2.17 of Article II. The
chairman of a meeting shall, if the facts warrant, determine and declare to the
meeting that business was not properly brought before the meeting in accordance
with the provisions of this Section 2.17 of Article II, and, if he or she should
so determine, shall so declare to the meeting and any such business not properly
brought before the meeting shall not be transacted.
SECTION 2.18. INSPECTORS OF ELECTION. In advance of any meeting of
shareholders, the board of directors may appoint any persons who are not
directors as inspectors of election to act at such meeting or any adjournment
thereof. The number of inspectors shall be at least two. If inspectors of
election are not so appointed, the chairman of the board or the President 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 by the board of directors in advance of the meeting or at the
meeting by the chairman of the board or the President.
ARTICLE III - BOARD OF DIRECTORS
SECTION 3.01. GENERAL POWERS. The property and business of the
Corporation shall be controlled and managed by its board of directors.
SECTION 3.02. NUMBER, TERM AND QUALIFICATIONS. The number of directors
to constitute the board of directors may be fixed, from time to time, at not
less than five (5) nor more than fifteen (15) by resolution of the board of
directors adopted by a majority of the total number of the Corporation's
directors. The directors shall be divided into three classes as more
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particularly set forth in the Articles of Incorporation of the Corporation. Each
director shall hold office until his or her successor shall have been elected
and qualified. Each director shall at all times be the beneficial owner of not
less than 100 shares of capital stock of the Corporation. Each Director must
maintain his principal personal residence within the Kansas City, Missouri
Metropolitan Statistical Area or within 30 miles of any branch office location
of the Corporation's bank operating subsidiary.
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, or (2) is a person against whom a
banking agency has, within the past ten years, issued a cease and desist order
for conduct involving dishonesty or breach of trust and that order is final and
not subject to appeal, or (3) has been found either by a regulatory agency whose
decision is final and not subject to appeal or by a court to have (i) breached a
fiduciary duty involving personal profit or (ii) committed a willful 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.
SECTION 3.03. REGULAR MEETINGS. A regular meeting of the board of
directors 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, either within or
without the State of Missouri, for the holding of additional regular meetings
without other notice than such resolution.
SECTION 3.04. SPECIAL MEETINGS. A special meeting of the board of
directors may be called by, or at the request of, the chairman of the board, the
President or by one-third of the directors. The person or persons authorized to
call such special meeting of the board of directors may fix any place, either
within or without the State of Missouri, as the place for holding such special
meeting.
SECTION 3.05. NOTICE. Written notice of any special meeting shall be
given to each director at least two days previous thereto delivered personally
or by telecopier or telegram or at least five 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 by
telecopier. 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 3.06. QUORUM; PARTICIPATION BY TELEPHONE. A majority of the
full board of directors shall constitute a quorum for the transaction of
business, but if less than a majority are present at a meeting, a majority of
the directors present may adjourn the meeting from time to time without further
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notice. Members of the board of directors may participate in a meeting of the
board of directors, whether regular or special, by means of conference telephone
or similar communications equipment whereby all persons participating in the
meeting can hear each other, and participation in a meeting in this manner shall
constitute presence in person at the meeting.
SECTION 3.07. MANNER OF ACTING. The board of directors shall annually
elect a chairman of the board from among its members who shall, when present,
preside at meetings of the directors. The act of a majority of the directors
present at a meeting at which a quorum is present shall be the act of the board
of directors, unless the act of a different number is required by statute, the
Articles of Incorporation or these Bylaws.
SECTION 3.08. ACTION WITHOUT A MEETING. Any action that may be taken at
a meeting of the board of directors may be taken without a meeting if consents
in writing, setting forth the action so taken, are signed by all of the members
of the board of directors. Such written consents shall be filed by the Secretary
with the minutes of the proceedings of the board of directors and shall have the
same force and effect as a unanimous vote at a meeting duly held.
SECTION 3.09. RESIGNATIONS. Any director may resign at any time by
delivering written notice to the board of directors, the President or the
Secretary of the Corporation. Any written notice delivered in person to the
President or the Secretary shall be effective upon delivery, unless otherwise
provided therein. Unless otherwise specified, acceptance of such resignation
shall not be necessary to make it effective.
SECTION 3.10. COMPENSATION. By resolution of the board of directors,
each director may be paid his or her expenses, if any, of attendance at each
meeting of the board of directors or committee thereof, and may be paid a stated
salary as director or a fixed sum for attendance at each meeting of the board of
directors or committee thereof, or both. No such payment shall preclude any
director from serving the Corporation in any other capacity and receiving
compensation therefor.
SECTION 3.11. PRESUMPTION OF ASSENT. A director of the Corporation who
is present at a meeting of the board of directors at which action on any matter
is taken shall be presumed to have assented to the action taken unless the
director dissents or abstains at such meeting, and the fact of such dissent or
abstention (a) is entered in the minutes of the meeting, or (b) shall be filed
by the director in writing with the person acting as secretary of the meeting
before the adjournment thereof, or (c) shall have been recorded by the director
and forwarded by registered mail to the Secretary of the Corporation promptly
after the adjournment of the meeting. Such right to dissent shall not apply to a
director who voted in favor of such action.
SECTION 3.12. ADVISORY DIRECTORS. The board of directors may by
resolution appoint advisory directors or directors emeriti to the board, and
such persons shall have such authority and receive such compensation and
reimbursement as the board of directors shall provide. Advisory directors or
directors emeriti shall not have the authority to participate by vote in the
transaction of business.
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SECTION 3.13. AGE LIMITATION. No person 75 years of age or older shall
be eligible for election, reelection, appointment or reappointment to the board
of the Corporation, except that a director shall be able to complete a term of
office during which such director attains 75 years of age.
ARTICLE IV - COMMITTEES OF THE BOARD OF DIRECTORS
SECTION 4.01. APPOINTMENT. The board of directors may, by resolution
adopted by a majority of the full board, designate one or more committees, each
consisting of two or more directors, to serve at the pleasure of the board of
directors. The board of directors may designate one or more directors as
alternate members of any committee, who may replace any absent member at any
meeting of any such committee.
SECTION 4.02. AUTHORITY. Any such committee shall have all the
authority of the board of directors, except to the extent, if any, that such
authority shall be limited by the resolution appointing the committee; and
except also that no committee shall have the authority of the board of directors
with reference to: the declaration of dividends; the amendment of the articles
of incorporation or bylaws of the Corporation, or recommending to the
shareholders a plan of merger, consolidation, or conversion; the sale, lease, or
other disposition of all or substantially all of the property and assets of the
Corporation otherwise than in the usual and regular course of its business; a
voluntary dissolution of the Corporation; a revocation of any of the foregoing;
the approval of a transaction in which any member of the committee, directly or
indirectly, has any material beneficial interest; the filling of vacancies on
the board of directors or in any committee; or the appointment of other
committees of the board of directors or members thereof.
SECTION 4.03. TENURE. Subject to the provisions of Section 4.08 of this
Article IV, each member of a committee shall hold office until the next regular
annual meeting of the board of directors following his or her designation and
until a successor is designated as a member of the committee.
SECTION 4.04. MEETINGS. Unless the board of directors shall otherwise
provide, regular meetings of any committee appointed pursuant to this Article IV
shall be at such times and places as are determined by the board of directors,
or by any such committee. Special meetings of any such committee may be held at
the principal executive office of the Corporation, or at any place which has
been designated from time to time by resolution of such committee or by written
consent of all members thereof, and may be called by any member thereof upon not
less than one day's notice stating the place, date, and hour of the meeting,
which notice shall been given in the manner provided for the giving of notice to
members of the board of directors of the time and place of special meetings of
the board of directors.
SECTION 4.05. QUORUM. A majority of the members of any committee shall
constitute a quorum for the transaction of business at any meeting thereof.
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SECTION 4.06. ACTION WITHOUT A MEETING. Any action required or
permitted to be taken by any 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 any such committee.
SECTION 4.07. RESIGNATIONS AND REMOVAL. Any member of any committee may
be removed at any time with or without cause by resolution adopted by a majority
of the full board of directors. Any member of any committee may resign from any
such committee at any time by giving written notice to the president or
secretary of the Corporation. Unless otherwise specified, such resignation shall
take effect upon its receipt; the acceptance of such resignation shall not be
necessary to make it effective.
SECTION 4.08. PROCEDURE. Unless the board of directors otherwise
provides, each committee shall elect a presiding officer from its members and
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 of directors for its information at the meeting held next after the
proceedings shall have occurred.
ARTICLE V - OFFICERS
SECTION 5.01. POSITIONS. The officers of the Corporation shall be 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 also
designate the chairman of the board as an officer. The president shall be the
chief executive officer unless the board of directors designates the chairman of
the board as chief executive officer. The president shall be a director of the
Corporation. 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 5.02. ELECTION AND TERM OF OFFICE. The officers of the
Corporation shall be elected annually by the board of directors at the first
meeting of the board of directors held after each annual meeting of the
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
5.03 of this Article V.
SECTION 5.03. REMOVAL. Any officer may be removed by vote of two-thirds
of the board of directors whenever, in its judgment, the best interests of the
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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 5.04. VACANCIES. A vacancy in any office because of death,
resignation, removal, disqualification or otherwise, may be filled by the board
of directors for the unexpired portion of the term.
SECTION 5.05. REMUNERATION. The remuneration of the officers shall be
fixed from time to time by the board of directors and no officer shall be
prevented from receiving such salary by reason of the fact that he is also a
director of the Corporation.
ARTICLE VI. CONTRACTS, LOANS, CHECKS AND DEPOSITS
SECTION 6.01. CONTRACTS. The board of directors may authorize any
officer or officers, agent or agents, to enter into any contract or execute and
deliver any instrument in the name of and on behalf of the Corporation, and such
authority may be general or confined to specific instances.
SECTION 6.02. LOANS. No loans shall be contracted on behalf of the
Corporation and no evidences of indebtedness shall be issued in its name unless
authorized by a resolution of the board of directors. Such authority may be
general or confined to specific instances.
SECTION 6.03. 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 such officer or officers, agent or
agents of the Corporation and in such manner as shall from time to time be
determined by resolution of the board of directors.
SECTION 6.04. DEPOSITS. All funds of the Corporation not otherwise
employed shall be deposited from time to time to the credit of the Corporation
in such banks, trust companies or other depositories as the board of directors
may select.
ARTICLE VII. CERTIFICATES FOR SHARES AND THEIR TRANSFER
SECTION 7.01. CERTIFICATES FOR SHARES. Certificates representing shares
of the Corporation shall be in such form as shall be determined by the board of
directors. The shares of the Corporation shall be represented by certificates
signed by the President or a Vice President, and by the Secretary or an
Assistant Secretary or the Treasurer or an Assistant Treasurer of the
Corporation and sealed with the seal of the Corporation or a facsimile thereof.
Any or all the signatures on the certificates may be facsimile, and the seal may
be facsimile, engraved or printed. If any officer who has signed or whose
facsimile signature has been placed upon such certificate shall have ceased to
be such officer before the certificate is issued, it may nevertheless be issued
by the Corporation with the same effect as if he were such officer at the date
of its issue. All certificates for shares shall be consecutively numbered or
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otherwise identified. The name and address of the person to whom the shares
represented thereby are issued, with the number of shares 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 canceled, and
no new certificate shall be issued until the former certificate or a like number
of shares shall have been surrendered and canceled, except that in case of a
lost, destroyed or mutilated certificate a new one may be issued therefor upon
such terms as the board of directors may prescribe.
Notwithstanding anything to the contrary herein, the board of directors
may provide by resolution that some or all of any or all classes or series of
the Corporation's capital stock shall be uncertificated shares. Any such
resolution shall not apply to shares represented by a certificate until such
certificate is surrendered to the Corporation.
SECTION 7.02. TRANSFER OF SHARES. Transfer of shares of the Corporation
shall be made only on the stock transfer books of the Corporation by the holder
of record thereof or by his or her legal representative, or by his or her
attorney thereunto authorized by power of attorney duly executed and filed with
the Secretary of the Corporation. Such transfer shall be made, in the case of
certificated shares, only on surrender for cancellation of the certificate for
such shares or, in the case of uncertificated shares, on delivery of proper
transfer instructions for the number of shares involved. The person in whose
name shares stand on the books of the Corporation shall be deemed by the
Corporation to be the owner thereof for all purposes.
SECTION 7.03. LOST CERTIFICATES. The board of directors may direct a
new certificate or uncertificated shares 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 or uncertificated shares, 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.
SECTION 7.04. BENEFICIAL OWNERS. The Corporation shall be entitled to
recognize the exclusive right of a person registered on its books as the owner
of shares to receive dividends, and to vote as such owner, and shall not be
bound to recognize any equitable or other claim to or interest in such shares on
the part of any other person, whether or not the Corporation shall have express
or other notice thereof, except as otherwise provided by law.
ARTICLE VIII - FISCAL YEAR
The fiscal year of the Corporation shall begin on the first day of
October and end on the thirtieth day of September in each year.
ARTICLE IX - DIVIDENDS
The board of directors may, from time to time, declare and the
Corporation may pay dividends on its outstanding shares in the manner, and upon
the terms and conditions provided by law and the Articles of Incorporation of
the Corporation.
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ARTICLE X - CORPORATE SEAL
The board of directors shall provide a corporate seal in the form of a
circle with the name of the Corporation inscribed thereon.
ARTICLE XI - AMENDMENTS
These Bylaws may be altered, amended or repealed and new Bylaws adopted
by the affirmative vote or consent of two-thirds of the number of directors then
authorized by, or in the manner provided in, the Bylaws.
Effective as of November 21, 2007
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