Exhibit (3)ii
FFLC BANCORP, INC.
BYLAWS
ARTICLE I - STOCKHOLDERS
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Section 1. Annual Meeting.
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An annual meeting of the stockholders, for the election of Directors to succeed
those whose terms expire and for the transaction of such other business as may
properly come before the meeting, shall be held at such place, on such date, and
at such time as the Board of Directors shall each year fix, which date shall be
within thirteen (13) months subsequent to the later of the date of incorporation
or the last annual meeting of stockholders.
Section 2. Special Meetings.
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Subject to the rights of the holders of any class or series of preferred stock
of the Corporation, special meetings of stockholders of the Corporation may be
called only by the Board of Directors pursuant to a resolution adopted by a
majority of the Whole Board. The term "Whole Board" shall mean the total number
of Directors which the Corporation would have if there were no vacancies on the
Board of Directors (hereinafter the "Whole Board")
Section 3. Notice of Meetings.
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Written notice of the place, date, and time of all meetings of the stockholders
shall be given, not less than ten (10) nor more than sixty (60) days before the
date on which the meeting is to be held, to each stockholder entitled to vote at
such meeting, except as otherwise provided herein or required by law.
When a meeting is adjourned to another place, date or time, written notice need
not be given of the adjourned meeting if the place, date and time thereof are
announced at the meeting at which the adjournment is taken; provided, however,
that if the date of any adjourned meeting is more than thirty (30) days after
the date for which the meeting was originally noticed, or if a new record date
is fixed for the adjourned meeting, written notice of the place, date, and time
of the adjourned meeting shall be given in conformity herewith. At any adjourned
meeting, any business may be transacted which might have been transacted at the
original meeting.
Section 4. Quorum.
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At any meeting of the stockholders, the holders of a majority of all of the
shares of the stock entitled to vote at the meeting, present in person or by
proxy (after giving effect to the provisions of Article FOURTH of the
Corporation's Certificate of Incorporation), shall constitute a quorum for all
purposes, unless or except to the extent that the presence of a larger number
may be required by law. Where a separate vote by a class or classes is required,
a majority of the shares of such class or classes present in person or
represented by proxy (after giving effect to the provisions of Article FOURTH of
the Corporation's Certificate of Incorporation) shall constitute a quorum
entitled to take action with respect to that vote on that matter.
If a quorum shall fail to attend any meeting, the chairman of the meeting or the
holders of a majority of the shares of stock entitled to vote who are present,
in person or by proxy, may adjourn the meeting to another place, date, or time.
Section 5. Organization.
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The Chairman of the Board of the Corporation or, in his or her absence, such
person as the Board of Directors may have designated or, in the absence of such
a person, such person as may be chosen by the holders of a majority of the
shares entitled to vote who are present, in person or by proxy, shall call to
order any meeting of the stockholders and shall chair the meeting. In the
absence of the Secretary of the Corporation, the secretary of the meeting shall
be such person as the chairman appoints.
Section 6. Conduct of Business.
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(a) The chairman of any meeting of stockholders shall determine the order of
business and the procedures at the meeting, including such regulation of the
manner of voting and the conduct of discussion as seem to him or her in order.
The date and time of the opening and closing of the polls for each matter upon
which the stockholders will vote at the meeting shall be announced at the
meeting.
(b) At any annual meeting of the stockholders, 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 stockholder of the
Corporation who is entitled to vote with respect thereto and who complies with
the notice procedures set forth in this Section 6(b). For business to be
properly brought before an annual meeting by a stockholder, the business must
relate to a proper subject matter for stockholder action and the stockholder
must have given timely notice thereof in writing to the Secretary of the
Corporation. To be timely, a stockholder's notice must be delivered or mailed to
and received at the principal executive office of the Corporation not less than
ninety (90) days prior to the date of the annual 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, notice by the
stockholder to be timely must b e received not later than the close of business
on the 10th day following the day on which such notice of the date of the annual
meeting was mailed or such public disclosure was made. A stockholder's notice to
the Secretary shall set forth as to each matter such stockholder proposes to
bring before the annual meeting (i) 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, (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's capital stock that are beneficially
owned by such stockholder and (iv) any material interest of such stockholder in
such business. Notwithstanding anything in these Bylaws to the contrary, no
business shall be brought before or conducted at an annual meeting except in
accordance with the provisions of this Section 6(b). The Chairman of the Board
or other person presiding over the annual meeting shall, if the facts so
warrant, determine and declare to the meeting that business was not properly
brought before the meeting in accordance with the provisions of this Section
6(b) and, if he should so determine, he shall so declare to the meeting and any
such business so determined to be not properly brought before the meeting shall
not be transacted.
At any special meeting of the stockholders, only such business shall be
conducted as shall have been brought before the meeting by or at the direction
of a majority of the Whole Board of Directors.
(c) Only persons who are nominated in accordance with the procedures set forth
in these Bylaws shall be eligible for election as Directors. Nominations of
persons for election to the Board of Directors of the Corporation may be made at
a meeting of stockholders at which directors are to be elected only (i) by or at
the direction of the Board of Directors or (ii) by any stockholder of the
Corporation entitled to vote for the election of Directors at the meeting who
complies with the notice procedures set forth in this Section 6(c). Such
nominations, other than those made by or at the direction of the Board of
Directors, shall be made by timely notice in writing to the Secretary of the
Corporation. To be timely, a stockholder's notice shall be delivered or mailed
to and received at the principal executive office of the Corporation not less
than ninety (90) days prior to the date of the meeting; provided, however, that
in the event that less than one hundred (100) days' notice or prior disclosure
of the date of the meeting is given or made to stockholders, notice by the
stockholder to be timely must be so received not later than the close of
business on the 10th day following the day on which such notice of the date of
the meeting was mailed
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or such public disclosure was made. Such stockholder's notice shall set forth
(i) as to each person whom such stockholder 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 of 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 such person's written
consent to being named in the proxy statement as a nominee and to serving as a
Director if elected); and (ii) as to the stockholder giving the notice (x) the
name and address, as they appear on the Corporation's books, of such stockholder
and (y) the class and number of shares of the Corporation's capital stock that
are beneficially owned by such stockholder. At the request of the Board of
Directors any person nominated by the Board of Directors for election as a
Director shall furnish to the Secretary of the Corporation that information
required to be set forth in a stockholder's notice of nomination which pertains
to the nominee. No person shall be eligible for election as a Director of the
Corporation unless nominated in accordance with the provisions of this Section
6(c). The Chairman of the Board or other person presiding at the meeting shall,
if the facts so warrant, determine that a nomination was not made in accordance
with such provisions and, if he or she shall so determine, he or she shall so
declare to the meeting and the defective nomination shall be disregarded.
Section 7. Proxies and Voting.
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At any meeting of the stockholders, every stockholder entitled to vote may vote
in person or by proxy authorized by an instrument in writing filed in accordance
with the procedure established for the meeting or by proxy by internet at the
discretion of the Board of Directors. Any facsimile telecommunication or other
reliable reproduction of the writing or transmission created pursuant to this
paragraph may be substituted or used in lieu of the original writing or
transmission for any and all purposes for which the original writing or
transmission could be used, provided that such copy, facsimile telecommunication
or other reproduction shall be a complete reproduction of the entire original
writing or transmission.
A stockholder may also authorize another person or persons to act as his proxy
by transmitting or authorizing the transmission of a telegram, cablegram or
other means of electronic transmission, as authorized by the Whole Board of
Directors and permitted under Section 212 of the Delaware General Corporation
Law.
All voting, including the election of Directors but excepting where otherwise
required by law or by the governing documents of the Corporation, may be made by
a voice vote; provided, however, that upon demand therefore by a stockholder
entitled to vote or his her proxy, a stock vote shall be taken. Every stock vote
shall be taken by ballot, each of which shall state the name of the stockholder
or proxy voting and such other information as may be required under the
procedures established for the meeting. The Board of Directors shall, in advance
of any meeting of stockholders, appoint one or more inspectors to act at the
meeting and make a written report thereof. The Board of Directors may designate
one or more persons as alternate inspectors to replace any inspector who fails
to act. If no inspector or alternate is able to act at a meeting of
stockholders, the Chairman of the Board, or in his absence such person presiding
at the meeting shall appoint one or more inspectors to act at the meeting. Each
inspector, before entering upon the discharge of his duties, shall take and sign
an oath faithfully to execute the duties of inspector with strict impartiality
and according to the best of his or her ability.
All elections for Directors shall be determined by a plurality of the votes
cast, and except as otherwise required by law, the Certificate of Incorporation
or these Bylaws, all other matters shall be determined by a majority of the
votes cast affirmatively or negatively.
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Section 8. Stock List.
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A complete list of stockholders entitled to vote at any meeting of stockholders,
arranged in alphabetical order for each class of stock and showing the address
of each such stockholder and the number of shares registered in his or her name,
shall be open to the examination of any such stockholder, for any purpose
germane to the meeting, during ordinary business hours for a period of at least
ten (10) 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 if not so specified, at the place where the meeting is to be held.
The stock list shall also be kept at the place of the meeting during the whole
time thereof and shall be open to the examination of any such stockholder who is
present. This list shall presumptively determine the identity of the
stockholders entitled to vote at the meeting and the number of shares held by
each of them.
Section 9. Consent of Stockholders in Lieu of Meeting.
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Subject to the rights of the holders of any class or series of preferred stock
of the Corporation, any action required or permitted to be taken by the
stockholders of the Corporation must be effected at an annual or special meeting
of stockholders of the Corporation and may not be effected by any consent in
writing by such stockholders.
ARTICLE II - BOARD OF DIRECTORS
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Section 1. General Powers. Number and Term of Office.
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The business and affairs of the Corporation shall be under the direction of its
Board of Directors. The number of Directors who shall constitute the Whole Board
shall be seven. The Board of Directors shall annually elect a Chairman of the
Board and a Vice Chairman of the Board from among its members. When present,
either the Chairman of the Board or the Vice Chairman of the Board, in that
order of precedence, shall preside at meetings of the Board of Directors.
The Directors, other than those who may be elected by the holders of any class
or series of Preferred Stock, shall be divided, with respect to the time for
which they severally hold office, into three classes, with the term of office of
the first class to expire at the first annual meeting of stockholders, the term
of office of the second class to expire at the annual meeting of stockholders
one year thereafter and the term of office of the third class to expire at the
annual meeting of stockholders two years thereafter, with each Director to hold
office until his or her successor shall have been duly elected and qualified. At
each annual meeting of stockholders, Directors elected to succeed those
Directors whose terms then expire shall be elected for a term of office to
expire at the third succeeding annual meeting of stockholders after their
election, with each Director to hold office until his or her successor shall
have been duly elected and qualified.
Section 2. Vacancies and Newly Created Directorships.
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Subject to the rights of the holders of any class or series of Preferred Stock,
and unless the Board of Directors otherwise determines, newly created
directorships resulting from any increase in the authorized number of directors
or any vacancies in the Board of Directors resulting from death, resignation,
retirement, disqualification, removal from office or other cause may be filled
only by a majority vote of the Directors then in office, though less than a
quorum, and Directors so chosen shall hold office for a term expiring at the
annual meeting of stockholders at which the term of office of the class to which
they have been elected expires and until such Director's successor shall have
been duly elected and qualified. No decrease in the number of authorized
directors constituting the Board shall shorten the term of any incumbent
Director.
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Section 3. Regular Meetings.
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Regular meetings of the Board of Directors shall be held at such place or
places, on such date or dates, and at such time or times as shall have been
established by the Board of Directors and publicized among all Directors. A
notice of each regular meeting shall not be required.
Section 4. Special Meetings.
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Special meetings of the Board of Directors may be called by a majority of the
Directors then in office (rounded up to the nearest whole number), or by the
Chairman of the Board and shall be held at such place, on such date, and at such
time as they, or he or she, shall fix. Notice of the place, date, and time of
each such special meeting shall be given each Director by whom it is not waived
by mailing written notice not less than five (5) days before the meeting or by
telegraphing or telexing or by facsimile transmission of the same not less than
twenty-four (24) hours before the meeting. Unless otherwise indicated in the
notice thereof, any and all business may be transacted at a special meeting.
Section 5. Quorum.
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At any meeting of the Board of Directors, a majority of the Whole Board shall
constitute a quorum for all purposes. If a quorum shall fail to attend any
meeting, a majority of those present may adjourn the meeting to another place,
date, or time, without further notice or waiver thereof.
Section 6. Participation in Meetings By Conference Telephone.
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Members of the Board of Directors, or of any committee thereof, may participate
in a meeting of such Board or committee by means of conference telephone or
similar communications equipment by means of which all persons participating in
the meeting can hear each other and such participation shall constitute presence
in person at such meeting.
Section 7. Conduct of Business.
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At any meeting of the Board of Directors, business shall be transacted in such
order and manner as the Board or the Chairman of the Board may from time to time
determine, and all matters shall be determined by the vote of a majority of the
Directors present, except as otherwise provided herein or required by law.
Action may be taken by the Board of Directors without a meeting if all members
thereof consent thereto in writing, and the writing or writings are filed with
the minutes of proceedings of the Board of Directors.
Section 8. Powers.
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The Board of Directors may, except as otherwise required by law, exercise all
such powers and do all such acts and things as may be exercised or done by the
Corporation, including, without limiting the generality of the foregoing, the
unqualified power:
(1) To declare dividends from time to time in accordance with law;
(2) To purchase or otherwise acquire any property, rights or
privileges on such terms as it shall determine;
(3) To authorize the creation, making and issuance, in such form
as it may determine, of written obligations of every kind,
negotiable or non-negotiable, secured or unsecured, and to do
all things necessary in connection therewith;
(4) To remove any Officer of the Corporation with or without
cause, and from time to time to dissolve the powers and duties
of any Officer upon any other person for the time being;
(5) To confer upon any Officer of the Corporation the power to
appoint, remove and suspend subordinate Officers, employees
and agents;
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(6) To adopt from time to time such stock option; stock purchase,
bonus or other compensation plans for Directors, Officers,
employees and agents of the Corporation and its subsidiaries
as it may determine;
(7) To adopt from time to time such insurance, retirement, and
other benefit plans for Directors, Officers, employees and
agents of the Corporation and its subsidiaries
(8) To adopt from time to time regulations, not inconsistent with
these Bylaws, for the management of the Corporation's business
and affairs.
Section 9. Compensation of Directors.
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Directors, as such, may receive, pursuant to resolution of the Board of
Directors, fixed fees and other compensation for their services as Directors,
including, without limitation, their services as members of committees of the
Board of Directors.
Section 10. Age Limitations (Amended 8/22/96). No person 72 years of age or
above shall be eligible for election, reelection, appointment or reappointment
to the board of FFLC Bancorp, Inc. A director who reaches the age of 72 during
his term of service on the board may complete the term as director. This age
limitation does not apply to an advisory director.
ARTICLE III - COMMITTEES
Section 1. Committees of the Board of Directors.
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The Board of Directors, by a vote of a majority of the Whole Board of Directors,
may from time to time designate committees of the Board, with such lawfully
delegable powers and duties as it thereby confers, to serve at the pleasure of a
majority of the Whole Board and shall, for these committees and any others
provided for herein, elect a Director or Directors to serve as the member or
members, designating, if it desires, other Directors as alternate members who
may replace any absent or disqualified member at any meeting of the committee.
The Board of Directors, by a resolution adopted by a majority of the Whole Board
may terminate any committee previously established. Any committee so designated
by resolution adopted by a majority of the Whole Board may exercise the power
and authority of the Board of Directors to declare a dividend, to authorize the
issuance of stock or to adopt a certificate of ownership and merger pursuant to
Section 253 of the Delaware General Corporation Law if the resolution which
designates the committee or a supplemental resolution of the Board of Directors
shall so provide. In the absence or disqualification of any member of any
committee and any alternate member in his or her place, the member or members of
the committee present at the meeting and not disqualified from voting, whether
or not he or she or they constitute a quorum, may by unanimous vote appoint
another member of the Board of Directors to act at the meeting in the place of
the absent or disqualified member.
Section 2. Conduct of Business.
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Each committee may determine the procedural rules for meeting and conducting its
business and shall act in accordance therewith, except as otherwise provided
herein or required by law or the Board of Directors. Adequate provision shall be
made for notice to members of all meetings; a majority of the members shall
constitute a quorum unless the committee shall consist of one (1) or two (2)
members, in which event one (1) member shall constitute a quorum; and all
matters shall be determined by a majority vote of the members present. Action
may be taken by any committee without a meeting if all members thereof consent
thereto in writing, and the writing or writings are filed with the minutes of
the proceedings of such committee.
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Section 3. Nominating Committee.
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The Board of Directors, by resolution adopted by a majority of the Whole Board,
shall appoint a Nominating Committee of the Board, consisting of not less than
three (3) members of the Board of Directors, one of whom shall be the Chairman
of the Board. The Nominating Committee shall have authority (a) to review any
nominations for election to the Board of Directors made by a stockholder of the
Corporation pursuant to Section 6(c)(ii) of Article 1 of these Bylaws in order
to determine compliance with such Bylaw and (b) to recommend to the Whole Board
nominees for election to the Board of Directors (i) to replace those Directors
whose terms expire at the annual meeting of stockholders next ensuing and (ii)
to fill vacancies resulting from death, resignation, retirement,
disqualification, removal from office or other cause, or resulting from an
increase in the authorized number of Directors.
ARTICLE IV - OFFICERS
Section 1. Generally
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(a) The Board of Directors as soon as may be practicable after the annual
meeting of stockholders shall choose a Chairman of the Board, Vice-Chairman of
the Board, President, one or more Vice Presidents, and a Secretary and from time
to time may choose such other officers as it may deem proper. The Chairman of
the Board shall be an outside member of the Board of Directors. Any number of
offices may be held by the same person. The Chairman of the Board shall not
serve for more than three consecutive annual one year terms.
(b) The term of office of all Officers shall be until the next annual election
of Officers and until their respective successors are chosen but any Officer may
be removed from office at any time by the affirmative vote of a majority of the
authorized number of Directors then constituting the Board of Directors, or by
the Chairman of the Board.
(c) All Officers chosen by the Board of Directors or the Chairman of the Board
shall each have such powers and duties as generally pertain to their respective
Offices, subject to the specific provisions of this ARTICLE IV. Such officers
shall also have such powers and duties as from time to time may be conferred by
the Board of Directors.
Section 2. Chief Executive Officer and President.
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The Chief Executive Officer and President, subject to the provisions of these
Bylaws and to the direction of the Board of Directors, shall serve in a general
executive capacity. He shall perform all duties and have all powers which are
commonly incident to the office of President & CEO or which are delegated to him
by the Board of Directors. He shall have power to sign all stock certificates,
contracts and other instruments of the Corporation which are authorized.
He shall also have general responsibility for the management and control of the
business and affairs of the Corporation and shall perform all duties and have
all powers which are commonly incident to the offices of President and Chief
Executive Officer or which are delegated to him by the Board of Directors.
Subject to the direction of the Board of Directors, he shall have general
supervision of all of the other Officers, employees and agents of the
Corporation.
Section 3. Vice President.
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The Vice Presidents shall perform the duties and exercise the powers usually
incident to their respective offices an-or such other duties and powers as may
be properly assigned to them by the Board of Directors or the Chairman of the
Board. A Vice President or Vice Presidents may be designated as Executive Vice
President or Senior Vice President.
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Section 4. Secretary.
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The Secretary or Assistant Secretary shall issue notices of meetings, shall keep
their minutes, shall have charge of the seal and the corporate books, shall
perform such other duties and exercise such other powers as are usually incident
to such office an-or such other duties and powers as are properly assigned
thereto by the Board of Directors or the Chairman of the Board. Subject to the
direction of the Board of Directors, the Secretary shall have the power to sign
all stock certificates.
Section 5. Assistant Secretaries and Other Officers.
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The Board of Directors or the Chairman of the Board may appoint one or more
Assistant Secretaries and such other Officers who shall have such powers and
shall perform such duties as are provided in these Bylaws or as may be assigned
to them by the Board of Directors or the Chairman of the Board.
Section 6. Action with Respect to Securities of Other Corporations.
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Unless otherwise directed by the Board of Directors, the Chairman of the Board
or any Officer of the Corporation authorized by the Chairman of the Board shall
have power to vote and otherwise act on behalf of the Corporation, in person or
by proxy, at any meeting of stockholders of or with respect to any action of
stockholders of any other corporation in which this Corporation may hold
securities and otherwise to exercise any and all rights and powers which this
Corporation may possess by reason of its ownership of securities in such other
corporation.
ARTICLE V - STOCK
Section 1. Certificates of Stock.
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Each stockholder shall be entitled to a certificate signed by, or in the name of
the Corporation by, the Chairman of the Board or the President, and by the
Secretary or an Assistant Secretary, certifying the number of shares owned by
him or her. Any or all of the signatures on the certificate may be a facsimile.
Section 2. Transfers of Stock.
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Transfers of stock shall be made only upon the transfer books of the Corporation
kept at an office of the Corporation or by transfer agents designated to
transfer shares of the stock of the Corporation. Except where a certificate is
issued in accordance with Section 4 of Article V of these Bylaws, an outstanding
certificate for the number of shares involved shall be surrendered for
cancellation before a new certificate is issued therefor.
Section 3. Record Date.
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In order that the Corporation may determine the stockholders entitled to notice
of or to vote at any meeting of stockholders, or to receive payment of any
dividend or other distribution or allotment of any rights or to exercise any
rights in respect of any change, conversion or exchange of stock or for the
purpose of any other lawful action, the Board of Directors may fix a record
date, which record date shall not precede the date on which the resolution
fixing the record date is adopted and which record date shall not be more than
sixty (60) days nor less than ten (10) days before the date of any meeting of
stockholders, nor more than sixty (60) days prior to the time for such other
action as hereinbefore described; provided, however, that if no record date is
fixed by the Board of Directors, the record date for determining stockholders
entitled to notice of or to vote at a meeting of stockholders shall be at the
close of business on the day next preceding the day on which notice is given or,
if notice is waived, at the close of business on the next day preceding the day
on which the meeting is held, and, for determining stockholders entitled to
receive payment of any dividend or other distribution or allotment or rights or
to exercise any rights of change, conversion or exchange of stock or for any
other purpose,
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the record date shall be at the close of business on the day on which the Board
of Directors adopts a resolution relating thereto.
A determination of stockholders of record entitled to notice of or to vote at a
meeting of stockholders shall apply to any adjournment of the meeting; provided,
however, that the Board of Directors may fix a new record date for the adjourned
meeting.
Section 4. Lost. Stolen or Destroyed Certificates.
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In the event of the loss, theft or destruction of any certificate of stock,
another may be issued in its place pursuant to such regulations as the Board of
Directors may establish concerning proof of such loss, theft or destruction and
concerning the giving of a satisfactory bond or bonds of indemnity.
Section 5. Regulations.
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The issue, transfer, conversion and registration of certificates of stock shall
be governed by such other regulations as the Board of Directors may establish.
ARTICLE VI - NOTICES
Section 1. Notices.
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Except as otherwise specifically provided herein or required by law, all notices
required to be given to any stockholder, Director, Officer, employee or agent
shall be in writing and may in every instance be effectively given by hand
delivery to the recipient thereof, by depositing such notice in the mails,
postage paid, or by sending such notice by prepaid telegram or mailgram or other
courier. Any such notice shall be addressed to such stockholder, Director,
Officer, employee or agent at his or her last known address as the same appears
on the books of the Corporation. The time when such notice is received, if hand
delivered, or dispatched, if delivered through the mails or by telegram or
mailgram or other courier, shall be the time of the giving of the notice.
Section 2. Waivers.
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A written waiver of any notice, signed by a stockholder, Director, Officer,
employee or agent, whether before or after the time of the event for which
notice is to be given, shall be deemed equivalent to the notice required to be
given to such stockholder, Director, Officer, employee or agent. Neither the
business nor the purpose of any meeting need be specified in such a waiver.
ARTICLE VII - MISCELLANEOUS
Section 1. Facsimile Signatures.
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In addition to the provisions for use of facsimile signatures elsewhere
specifically authorized in these Bylaws, facsimile signatures of any Officer or
officers of the Corporation may be used whenever and as authorized by the Board
of Directors or a committee thereof designated by the Board.
Section 2. Corporate Seal.
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The Board of Directors may provide a suitable seal, containing the name of the
Corporation, which seal shall be in the charge of the Secretary. If and when so
directed by the Board of Directors or a designated committee thereof, duplicates
of the seal may be kept and used by the Chief Financial Officer or by an
Assistant Secretary or an assistant to the Chief Financial Officer.
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Section 3. Reliance Upon Books, Reports and Records.
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Each Director, each member of any committee designated by the Board of
Directors, and each Officer of the Corporation shall, in the performance of his
or her duties, be fully protected in relying in good faith upon the books of
account or other records of the Corporation and upon such information, opinions,
reports or statements presented to the Corporation by any of its Officers or
employees, or committees of the Board of Directors so designated, or by lawyers,
accountants, agents or any other person as to matters which such Director or
committee member or officer reasonably believes are within such other person's
professional or expert competence and who has been selected with reasonable care
by or on behalf of the Corporation.
Section 4. Fiscal Year.
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The fiscal year of the Corporation shall be as fixed by the Board of Directors.
Section 5. Time Periods.
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In applying any provision of these Bylaws which requires that an act be done or
not be done a specified number of days prior to an event or that an act be done
during a period of a specified number of days prior to an event, calendar days
shall be used, the day of the doing of the act shall be excluded, and the day of
the event shall be included.
ARTICLE VIII - AMENDMENTS
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The Board of Directors by a resolution adopted by a majority of the Whole Board,
may amend, alter or repeal these Bylaws at any meeting of the Board, provided
notice of the proposed change was given not less than two days prior to the
meeting. The stockholders shall also have power to amend, alter or repeal these
Bylaws at any meeting of stockholders provided notice of the proposed change was
given in the notice of the meeting; provided, however, that, notwithstanding any
other provisions of the Bylaws or any provision of law which might otherwise
permit a lesser vote or no vote, but in addition to any affirmative vote of the
holders of any particular class or series of the voting stock required by law,
the Certificate of Incorporation, any Preferred Stock Designation or these
Bylaws, the affirmative votes of the holders of at least 80% of the voting power
(taking into account the provisions of Article FOURTH of the Certificate of
Incorporation) of all the then-outstanding shares of the Voting Stock voting
together as a single class, shall be required to alter, amend or repeal any
provisions of these Bylaws.
The above Bylaws are effective as of September 16, 1993, the date of their
adoption by the incorporator of FFLC Bancorp, Inc.
10
EXCERPTS FROM THE MINUTES OF THE FFLC BANCORP, INC.
BOARD OF DIRECTORS
MEETING HELD ON AUGUST 22, 1996
The following new Section 10 replaces the
existing section 10 (Retirement of Directors) of Article
II of the Bylaws of FFLC Bancorp, Inc.
Section 10. Age Limitations.
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No person 72 years of age or above shall be eligible for election, reelection,
appointment or reappointment to the board of FFLC Bancorp, Inc. A director who
reaches the age of 72 during his term of service on the board may complete the
term as director. This age limitation does not apply to an advisory director.
I hereby certify that the forgoing is a true copy of the action taken
by the Board of Directors of the FFLC Bancorp, Inc., Leesburg, Florida, and that
it remains in full force and effect.
Sandra L. Rutschow, Secretary