EXHIBIT 3.2
MUTUAL FEDERAL BANCORP, INC.
BYLAWS
I. HOME OFFICE
The home office of Mutual Federal Bancorp, Inc. ("Subsidiary Holding
Company") is 2212 West Cermak Road, Chicago, County of Cook, in the State of
Illinois.
II. SHAREHOLDERS
1. PLACE OF MEETINGS. All annual and special meetings of
shareholders shall be held at the home office of the Subsidiary Holding Company
or at such other convenient place as the board of directors may determine.
2. ANNUAL MEETING. A meeting of the shareholders of the Subsidiary
Holding Company for the election of directors and for the transaction of any
other business of the Subsidiary Holding Company shall be held annually within
150 days after the end of the Subsidiary Holding Company's fiscal year on the
third Wednesday of March if not a legal holiday, and if a legal holiday, then on
the next day following which is not a legal holiday, at 2:00 p.m., or at such
other date and time within such 150-day period as the board of directors may
determine.
3. SPECIAL MEETINGS. Special meetings of the shareholders for any
purpose or purposes, unless otherwise prescribed by the regulations of the
Office of Thrift Supervision ("Office"), may be called at any time by the
chairman of the board, the president or a majority of the board of directors,
and shall be called by the chairman of the board, the president or the secretary
upon the written request of the holders of not less than one-tenth of all the
outstanding capital stock of the Subsidiary Holding Company entitled to vote at
the meeting. Such written request shall state the purpose or purposes of the
meeting and shall be delivered to the home office of the Subsidiary Holding
Company addressed to the chairman of the board, the president or the secretary.
4. CONDUCT OF MEETINGS. Annual and special meetings shall be
conducted in accordance with the most current edition of Robert's Rules of Order
unless otherwise prescribed by regulations of the Office or these bylaws, or the
board of directors adopts another written procedure for the conduct of meetings.
The board of directors shall designate, when present, either the chairman of the
board or president to preside at such meetings.
5. NOTICE OF MEETINGS. Written notice stating the place, day and
hour of the meeting and the purpose(s) for which the meeting is called shall be
delivered not fewer than 20 nor more than 50 days before the date of the
meeting, either personally or by mail, by or at the direction of the chairman of
the board, the president, the secretary, or the directors 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 mail, addressed to
the shareholder at the address as it appears on the stock transfer books or
records of the Subsidiary Holding Company as of the record date prescribed in
Section 6 of this Article II with postage prepaid. When any shareholders'
meeting, either annual or special, is adjourned for 30 days or more, notice of
the
adjourned meeting shall be given as in the case of an original meeting. It shall
not be necessary to give any notice of the time and place of any meeting
adjourned for less than 30 days or of the business to be transacted at the
meeting, other than an announcement at the meeting at which such adjournment is
taken.
6. FIXING OF RECORD DATE. For the purpose of determining
shareholders entitled to notice of or to vote at any meeting of shareholders or
any adjournment, or shareholders entitled to receive payment of any dividend, or
in order make a determination of shareholders for any other proper purpose, the
board of directors shall fix in advance a date as the record date for any such
determination of shareholders. Such date in any case shall be not be more than
60 days and, in case of a meeting of shareholders, not fewer than 10 days prior
to the date on which the particular action, requiring such determination of
shareholders, is to be taken. When a determination of shareholders entitled to
vote at any meeting of shareholders has been made as provided in this section,
such determination shall apply to any adjournment.
7. VOTING LISTS. At least 20 days before each meeting of the
shareholders, the officer or agent having charge of the stock transfer books for
shares of the Subsidiary Holding Company shall make a complete list of the
shareholders of record entitled to vote at such meeting, or any adjournment
thereof, arranged in alphabetical order, with the address and the number of
shares held by each. This list of shareholders shall be kept on file at the home
office of the Subsidiary Holding Company and shall be subject to inspection by
any shareholder of record or the shareholder's agent at any time during usual
business hours for a period of 20 days prior to such meeting. Such list shall
also be produced and kept open at the time and place of the meeting and shall be
subject to inspection by any shareholder of record or the shareholder's agent
during the entire time of the meeting. The original stock transfer book shall
constitute prima facie evidence of the shareholders entitled to examine such
list or transfer books or to vote at any meeting of shareholders. In lieu of
making the shareholder list available for inspection by shareholders as provided
in this Section 7, the board of directors may elect to follow the procedures
prescribed in ss.552.6(d) of the Office's Regulations as now or hereafter in
effect.
8. QUORUM. A majority of the outstanding shares of the Subsidiary
Holding Company entitled to vote, represented in person or by proxy, shall
constitute a quorum at a meeting of shareholders. If less than a majority of the
outstanding shares is represented at a meeting, a majority of the shares so
represented may adjourn the meeting from time to time without further notice. At
such adjourned meeting at which a quorum shall be present or represented, any
business may be transacted which might have been transacted at the meeting as
originally notified. The shareholders present at a duly organized meeting may
continue to transact business until adjournment, notwithstanding the withdrawal
of enough shareholders to constitute less than a quorum. If a quorum is present,
the affirmative vote of the majority of the shares represented at the meeting
and entitled to vote on the subject matter shall be the act of the shareholders,
unless the vote of a greater number of shareholders voting together or voting by
classes is required by law or the charter. Directors, however, are elected by a
plurality of the votes cast at an election of directors.
9. PROXIES. At all meetings of shareholders, a shareholder may vote
by proxy executed in writing by the shareholder or by his or her duly authorized
attorney in fact. Proxies may be given telephonically or electronically as long
as the holder uses a procedure for verifying
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the identity of the shareholder. Proxies solicited on behalf of the management
shall be voted as directed by the shareholder or, in the absence of such
direction, as determined by a majority of the board of directors. No proxy shall
be valid more than eleven months from the date of its execution except for a
proxy coupled with an interest.
10. VOTING OF SHARES IN THE NAME OF TWO OR MORE PERSONS. When
ownership stands in the name of two or more persons, in the absence of written
directions to the Subsidiary Holding Company to the contrary, at any meeting of
the shareholders of the Subsidiary Holding Company 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 names shares of stock stand,
the vote or votes to which those 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.
11. VOTING OF SHARES BY CERTAIN HOLDERS. Shares standing in the name
of another corporation may be voted by any officer, agent or proxy as the bylaws
of such corporation may prescribe, or, in the absence of such provision, as the
board of directors of such corporation may determine. Shares held by an
administrator, executor, guardian or conservator may be voted by him or her,
either in person or by proxy, without a transfer of such shares into his or her
name. Shares standing in the name of a trustee may be voted by him or her,
either in person or by proxy, but no trustee shall be entitled to vote shares
held by him or her without a transfer of such shares into his or her name.
Shares held in trust in an IRA or Keogh Account, however, may be voted by the
Subsidiary Holding Company if no other instructions are received. 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 into his or her name if authority to do so is contained in an
appropriate order of the court or other public authority by which such receiver
was appointed.
A shareholder whose shares are pledged shall be entitled to vote such
shares until the shares have been transferred into the name of the pledgee, and
thereafter the pledgee shall be entitled to vote the shares so transferred.
Neither treasury shares of its own stock held by the Subsidiary Holding
Company 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 Subsidiary Holding Company, 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.
12. CUMULATIVE VOTING. Shareholders shall not be entitled to
cumulate their votes for election of directors.
13. INSPECTORS OF ELECTION. In advance of any meeting of
shareholders, the board of directors may appoint any persons other than nominees
for office as inspectors of election to act at such meeting or any adjournment.
The number of inspectors shall be either one or three. Any such appointment
shall not be altered at the meeting. If inspectors of election are not so
appointed, the chairman of the board or the president may, or on the request of
not fewer than 10
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percent of the votes represented at the meeting shall, make such appointment at
the meeting. If appointed at the meeting, the majority of the votes present
shall determine whether one or three inspectors are to be appointed. 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.
Unless otherwise prescribed by regulations of the Office, the duties of
such inspectors shall include: determining the number of shares and the voting
power of each share, the shares represented at the meeting, the existence of a
quorum, and the authenticity, validity and effect of proxies; receiving votes,
ballots, or consents; hearing and determining all challenges and questions in
any way arising in connection with the rights to vote; counting and tabulating
all votes or consents; determining the result; and such acts as may be proper to
conduct the election or vote with fairness to all shareholders.
14. NOMINATING COMMITTEE. The board of directors shall act as a
nominating committee for selecting the management nominees for election as
directors. Except in the case of a nominee substituted as a result of the death
or other incapacity of a management nominee, the nominating committee shall
deliver written nominations to the secretary a least 20 days prior to the due
date of the annual meeting. Upon delivery, such nominations shall be posted in a
conspicuous place in each office of the Subsidiary Holding Company. No
nominations for directors except those made by the nominating committee shall be
voted upon at the annual meeting unless other nominations by shareholders are
made in writing and delivered to the secretary of the Subsidiary Holding Company
at least five days prior to the date of the annual meeting. Upon delivery, such
nominations shall be posted in a conspicuous place in each office of the
Subsidiary Holding Company. Ballots bearing the names of all persons nominated
by the nominating committee and by shareholders shall be provided for use at the
annual meeting. However, if the nominating committee shall fail or refuse to act
at least 20 days prior to the annual meeting, nominations for directors may be
made at the annual meeting by any shareholder entitled to vote and shall be
voted upon.
15. NEW BUSINESS. Any new business to be taken up at the annual
meeting shall be stated in writing and filed with the secretary of the
Subsidiary Holding Company at least 5 days before the date of the annual
meeting, and all business so stated, proposed, and filed shall be considered at
the annual meeting, but no other proposal shall be acted upon at the annual
meeting. Any shareholder may make any other proposal at the annual meeting and
the same may be discussed and considered, but unless stated in writing and filed
with the secretary at least 5 days before the meeting, such proposal shall be
laid over for action at an adjourned, special, or annual meeting of the
shareholders taking place 30 days or more thereafter. This provision shall not
prevent the consideration and approval or disapproval at the annual meeting of
reports of officers, directors and committees; but in connection with such
reports, no new business shall be acted upon at such annual meeting unless
stated and filed as herein provided.
16. INFORMAL ACTION BY SHAREHOLDERS. Any action required to be taken
at a meeting of shareholders, or any other action which may be taken at a
meeting of the shareholders, may be taken without a meeting if consent in
writing, setting forth the action so taken, shall be given by all of the
shareholders entitled to vote with respect to the subject matter.
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III. BOARD OF DIRECTORS
1. GENERAL POWERS. The business and affairs of the Subsidiary
Holding Company shall be under the direction of its board of directors. The
board of directors shall annually elect a chairman of the board and a president
from among its members and shall designate, when present, either the chairman of
the board or the president to preside at its meetings.
2. NUMBER AND TERM. The board of directors shall consist of seven
(7) members, and shall be divided into three classes as nearly equal in number
as possible. The members of each class shall be elected for a term of three
years and until their successors are elected and qualified. One class shall be
elected by ballot annually.
3. REGULAR MEETINGS. A regular meeting of the board of directors
shall be held without other notice than this bylaw following the annual meeting
of shareholders. The board of directors may provide, by resolution, the time and
place for the holding of additional regular meetings without other notice than
such resolution. Directors may participate in a meeting by means of a conference
telephone or similar communications device through which all persons
participating can hear each other at the same time. Participation by such means
shall constitute presence in person for all purposes.
4. QUALIFICATION. Each director shall at all times be the
beneficial owner of not less than 100 shares of capital stock of the Subsidiary
Holding Company unless the Subsidiary Holding Company is a wholly owned
subsidiary of a holding company.
5. SPECIAL MEETINGS. Special meetings of the board of directors may
be called by or at the request of the chairman of the board, the president or
one-third of the directors. The persons authorized to call special meetings of
the board of directors may fix any place, within the Subsidiary Holding
Company's normal lending territory, as the place for holding any special meeting
of the board of directors called by such persons.
Members of the board of directors may participate in special meetings
by means of conference telephone or similar communications equipment by which
all persons participating in the meeting can hear each other. Such participation
shall constitute presence in person for all purposes.
6. NOTICE. Written notice of any special meeting shall be given to
each director at least 24 hours prior thereto when delivered personally or by
telegram or at least five days prior thereto when 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 mail so addressed, with postage
prepaid if mailed, when delivered to the telegraph company if sent by telegram
or when the Subsidiary Holding Company receives notice of delivery if
electronically transmitted. 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.
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7. QUORUM. A majority of the number of directors fixed by Section 2
of this Article III shall constitute a quorum for the transaction of business at
any meeting of the board of directors; but if less than such majority is present
at a meeting, a majority of the directors present may adjourn the meeting from
time to time. Notice of any adjourned meeting shall be given in the same manner
as prescribed in Section 6 of this Article III.
8. MANNER OF ACTING. 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
of directors, unless a greater number is prescribed by regulation of the Office
or by these bylaws.
9. ACTION WITHOUT A MEETING. Any action required or permitted to be
taken by the board of directors at a meeting may be taken without a meeting if a
consent in writing, setting forth the action so taken, shall be signed by all of
the directors.
10. RESIGNATION. Any director may resign at any time by sending a
written notice of such resignation to the home office of the Subsidiary Holding
Company addressed to the chairman of the board or the president. Unless
otherwise specified, such resignation shall take effect upon receipt by the
chairman of the board or the president. More than three consecutive absences
from regular meetings of the board of directors, unless excused by resolution of
the board of directors, shall automatically constitute a resignation, effective
when such resignation is accepted by the board of directors.
11. VACANCIES. Any vacancy occurring in the board of directors may
be filled by the affirmative vote of a majority of the remaining directors
although less than a quorum of the board of directors. A director elected to
fill a vacancy shall be elected to serve only until the next election of
directors by the shareholders. Any directorship to be filled by reason of an
increase in the number of directors may be filled by election by the board of
directors for a term of office continuing only until the next election of
directors by the shareholders.
12. COMPENSATION. Directors, as such, may receive a stated salary
for their services. By resolution of the board of directors, a reasonable fixed
sum, and reasonable expenses of attendance, if any, may be allowed for actual
attendance at each regular or special meeting of the board of directors. Members
of either standing or special committees may be allowed such compensation for
attendance at committee meetings as the board of directors may determine.
13. PRESUMPTION OF ASSENT. A director of the Subsidiary Holding
Company who is present at a meeting of the board of directors at which action on
any the Subsidiary Holding Company matter is taken shall be presumed to have
assented to the action taken unless his or her dissent or abstention shall be
entered in the minutes of the meeting or unless he or she shall file a written
dissent to such action with the person acting as the secretary of the meeting
before the adjournment thereof or shall forward such dissent by registered mail
to the secretary of the Subsidiary Holding Company within five days after the
date a copy of the minutes of the meeting is received. Such right to dissent
shall not apply to a director who voted in favor of such action.
14. REMOVAL OF DIRECTORS. At a meeting of shareholders called
expressly for that purpose, any director may be removed only for cause by a vote
of the holders of a majority of the shares then entitled to vote at an election
of directors. Whenever the holders of the shares of any
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class are entitled to elect one or more directors by the provisions of the
charter or supplemental sections thereto, the provisions of this section shall
apply, in respect to the removal of a director or directors so elected, to the
vote of the holders of the outstanding shares of that class and not to the vote
of the outstanding shares as a whole.
15. INTEGRITY OF DIRECTORS. A person is not qualified to serve as a
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 who 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.
IV. EXECUTIVE AND OTHER COMMITTEES
1. APPOINTMENT. The board of directors, by resolution adopted by a
majority of the full board, may designate the chief executive officer and two 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 shall not operate to relieve the board of directors, or any director,
of any responsibility imposed by law or regulation.
2. AUTHORITY. The executive committee, when the board of directors
is not in session, shall have and may exercise all of the authority of the board
of directors except to the extent, if any, that such authority shall be limited
by the resolution appointing the executive committee; and except also that the
executive committee shall not have the authority of the board of directors with
reference to: the declaration of dividends; the amendment of the charter or
bylaws of the Subsidiary Holding Company, 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
Subsidiary Holding Company otherwise than in the usual and regular course of its
business; a voluntary dissolution of the Subsidiary Holding Company; a
revocation of any of the foregoing; or the approval of a transaction in which
any member of the executive committee, directly or indirectly, has any material
beneficial interest.
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 of directors following his or her
designation and until a successor is designated as a member of the executive
committee.
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 by resolution. Special meetings of the executive committee 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 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
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person. The notice of a meeting of the executive committee need not state the
business proposed to be transacted at the meeting.
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 at a meeting at which a
quorum is present.
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.
7. VACANCIES. Any vacancy in the executive committee may be filled
by a resolution adopted by a majority of the full board of directors.
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 full board of directors. Any member of the executive committee
may resign from the executive committee at any time by giving written notice to
the president or secretary of the Subsidiary Holding Company. Unless otherwise
specified, such resignation shall take effect upon its receipt; the acceptance
of such resignation shall not be necessary to make it effective.
9. PROCEDURE. The executive 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.
10. OTHER COMMITTEES. The board of directors may by resolution
establish an audit, loan, or other committees composed of directors as it may
determine to be necessary or appropriate for the conduct of the business of the
Subsidiary Holding Company and may prescribe the duties, constitution and
procedures thereof.
V. OFFICERS
1. POSITIONS. The officers of the Subsidiary Holding Company shall
be a president, one or more vice presidents, a secretary and a treasurer or
comptroller, 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
offices of the secretary and treasurer or comptroller may be held by the same
person and a vice president may also be either the secretary or the treasurer or
comptroller. 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 Subsidiary Holding Company 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.
2. ELECTION AND TERM OF OFFICE. The officers of the Subsidiary
Holding Company shall be elected annually at the first meeting of the board of
directors held after each annual
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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 a successor has been duly elected and qualified
or until the officer's death, resignation or removal in the manner hereinafter
provided. Election or appointment of an officer, employee or agent shall not of
itself create contractual rights. The board of directors may authorize the
Subsidiary Holding Company to enter into an employment contract with any officer
in accordance with regulations of the Office; but no such contract shall impair
the right of the board of directors to remove any officer at any time in
accordance with Section 3 of this Article V.
3. REMOVAL. Any officer may be removed by the board of directors
whenever in its judgment the best interests of the Subsidiary Holding Company
will be served thereby, but such removal, other than for cause, shall be without
prejudice to the contractual rights, if any, of the person so removed.
4. 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.
5. REMUNERATION. The remuneration of the officers shall be fixed
from time to time by the board of directors.
VI. CONTRACTS, LOANS, CHECKS AND DEPOSITS
1. CONTRACTS. To the extent permitted by regulations of the Office,
and except as otherwise prescribed by these bylaws with respect to certificates
for shares, the board of directors may authorize any officer, employee, or agent
of the Subsidiary Holding Company to enter into any contract or execute and
deliver any instrument in the name of and on behalf of the Subsidiary Holding
Company. Such authority may be general or confined to specific instances.
2. LOANS. No loans shall be contracted on behalf of the Subsidiary
Holding Company and no evidence of indebtedness shall be issued in its name
unless authorized by the board of directors. Such authority may be general or
confined to specific instances.
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 Subsidiary Holding Company shall be signed by one or more officers,
employees or agents of the Subsidiary Holding Company in such manner as shall
from time to time be determined by the board of directors.
4. DEPOSITS. All funds of the Subsidiary Holding Company not
otherwise employed shall be deposited from time to time to the credit of the
Subsidiary Holding Company in any duly authorized depositories as the board of
directors may select.
VII. CERTIFICATES FOR SHARES AND THEIR TRANSFER
1. CERTIFICATES FOR SHARES. Certificates representing shares of
capital stock of the Subsidiary Holding Company shall be in such form as shall
be determined by the board of directors and approved by the Office. Such
certificates shall be signed by the chief executive officer or by any other
officer of the Subsidiary Holding Company authorized by the board of
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directors, 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 Subsidiary Holding Company
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 and date of
issue, shall be entered on the stock transfer books of the Subsidiary Holding
Company. All certificates surrendered to the Subsidiary Holding Company for
transfer shall be canceled and no new certificate shall be issued until the
former certificate for a like number of shares has been surrendered and
canceled, except that in the case of a lost or destroyed certificate, a new
certificate may be issued upon such terms and indemnity to the Subsidiary
Holding Company as the board of directors may prescribe.
2. TRANSFER OF SHARES. Transfer of shares of capital stock of the
Subsidiary Holding Company shall be made only on its stock transfer books.
Authority for such transfer shall be given only by the holder of record or by
his or her legal representative, who shall furnish proper evidence of such
authority, or by his or her attorney authorized by a duly executed power of
attorney and filed with the Subsidiary Holding Company. 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
Subsidiary Holding Company shall be deemed by the Subsidiary Holding Company to
be the owner for all purposes.
VIII. FISCAL YEAR
The fiscal year of the Subsidiary Holding Company shall end on the 31st
day of December of each year. The appointment of auditors shall be subject to
annual ratification by the shareholders.
IX. DIVIDENDS
Subject to the terms of the Subsidiary Holding Company's charter and
the regulations and orders of the Office, the board of directors may, from time
to time, declare, and the Subsidiary Holding Company may pay, dividends on its
outstanding shares of capital stock.
X. CORPORATE SEAL
The board of directors shall provide a the Subsidiary Holding Company
seal which shall be two concentric circles between which shall be the name of
the Subsidiary Holding Company. The year of incorporation or an emblem may
appear in the center.
XI. INDEMNIFICATION AND LIABILITIES OF OFFICERS, DIRECTORS AND EMPLOYEES
The Subsidiary Holding Company (the Subsidiary Holding Company in this
section includes all of its subsidiaries and service corporations) shall
indemnify its directors, officers, and employees in accordance with the
following requirements:
(a) Definitions and rules of construction.
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(1) Definitions for purposes of this Section.
(i) Action. The term "action" means any
judicial or administrative proceeding, or threatened
proceeding, whether civil, criminal, or otherwise,
including any appeal or other proceeding for review;
(ii) Court. The term "court" includes,
without limitation, any court to which or in which
any appeal or any proceeding for review is brought.
(iii) Final judgment. The term "final
judgment" means a judgment, decree, or order which is
not appealable or as to which the period for appeal
has expired with no appeal taken.
(iv) Settlement. The term "settlement"
includes entry of a judgment by consent or confession
or a plea of guilty or nolo contendere.
(2) Use of References. References in this
section to any individual or other person, including the
Subsidiary Holding Company, shall include legal
representatives, successors, and assigns thereof.
(b) General. Subject to paragraphs (c) and (g) of this
section, the Subsidiary Holding Company shall indemnify any person
against whom an action is brought or threatened because that person is
or was a director, officer, or employee of the Subsidiary Holding
Company for:
(1) Any amount for which that person becomes
liable under a judgment in such action; and
(2) Reasonable costs and expenses, including
reasonable attorney's fees, actually paid or incurred by that
person in defending or settling such action, or in enforcing
his or her rights under this section if he or she attains a
favorable judgment in such enforcement action.
(c) Requirements. Indemnification shall be made to such
person under paragraph (b) of this section only if:
(1) Final judgment on the merits is in his or
her favor; or
(2) In case of:
(i) Settlement,
(ii) Final judgment against him or her, or
(iii) Final judgment in his or her favor,
other than on the merits, if a majority of the
disinterested directors of the Subsidiary Holding
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Company determine that he or she was acting in good
faith within the scope of his or her employment or
authority as he or she could reasonably have
perceived it under the circumstances and for a
purpose he or she could reasonably have believed
under the circumstances was in the best interests of
the Subsidiary Holding Company or its shareholders.
However, no indemnification shall be made unless the
Subsidiary Holding Company gives the Office at least 60 days'
notice of its intention to make such indemnification. Such
notice shall state the facts on which the action arose, the
terms of any settlement, and any disposition of the action by
a court. Such notice, a copy thereof, and a certified copy of
the resolution containing the required determination by the
board of directors shall be sent to the Regional Director, who
shall promptly acknowledge receipt thereof. The notice period
shall run from the date of such receipt. No such
indemnification shall be made if the Director of the Office
advises the Subsidiary Holding Company in writing, within such
notice period, of its objection thereto.
(d) Insurance. The Subsidiary Holding Company may obtain
insurance to protect it and its directors, officers, and employees from
potential losses arising from claims against any of them for alleged
wrongful acts, or wrongful acts, committed in their capacity as
directors, officers, or employees. However, the Subsidiary Holding
Company may not obtain insurance which provides for payment of losses
of any person incurred as a consequence of his or her willful or
criminal misconduct.
(e) Payment of Expenses. If a majority of the directors of
the Subsidiary Holding Company concludes that, in connection with an
action, any person ultimately may become entitled to indemnification
under this section, the directors may authorize payment of reasonable
costs and expenses, including reasonable attorneys' fees, arising from
the defense or settlement of such action. Nothing in this paragraph (e)
shall prevent the directors of the Subsidiary Holding Company from
imposing such conditions on a payment of expenses as they deem
warranted and in the interests of the Subsidiary Holding Company.
Before making advance payment of expenses under this paragraph (e), the
Subsidiary Holding Company shall obtain an agreement that the
Subsidiary Holding Company will be repaid if the person on whose behalf
payment is made is later determined not to be entitled to such
indemnification.
(f) Exclusiveness of Provisions. No indemnification shall be
provided to any person referred to in paragraph (b) of this section,
and the Subsidiary Holding Company shall not obtain insurance referred
to in paragraph (d) of this section other than in accordance with this
section.
(g) Limitations. The indemnification provided for at
paragraph (b) of this section is subject to and qualified by 12 U.S.C.
1821(k).
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XII. AMENDMENTS
These bylaws may be amended in a manner consistent with regulations of
the Office and shall be effective after: (i) approval of the amendment by a
majority vote of the authorized board of directors, or by a majority vote of the
votes cast by the shareholders of the Subsidiary Holding Company at any legal
meeting, and (ii) receipt of any applicable regulatory approval. When the
Subsidiary Holding Company fails to meet its quorum requirements, solely due to
vacancies on the board, then the affirmative vote of a majority of the sitting
board will be required to amend the bylaws.
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