EXHIBIT 3(ii). BY LAWS
F & M NATIONAL CORPORATION
ARTICLE I.
Principal Office
1. The principal office of the Corporation shall be in Winchester,
Virginia, at 115 North Cameron Street. There may be other locations as the
Board of Directors may, from time to time, appoint, as the business of the
Corporation may require.
ARTICLE II.
Stockholders
1. ANNUAL MEETING - The annual meeting of the stockholders of the
corporation shall be held at a time and place to be determined by the Board
of Directors, which time and place shall be stated in the notice and call
for the annual meeting.
2. SPECIAL MEETINGS - Special meetings of the stockholders, for any
purpose or purposes, may be called by the Board of Directors or by the
Chairman of the Board. Such request shall state the purpose or the
purposes of the proposed meeting. Special meetings of the stockholders
shall be held at the principal office of the corporation, in Winchester,
Virginia, unless otherwise determined by the Board of Directors and stated
in the notice of the call for the said meeting.
3. NOTICE OF MEETINGS - The Secretary shall cause notice of time and
place of holding each meeting to be mailed, at least ten (10) days before
the meeting, to each stockholder of record, at the last known address of
the stockholder appearing on the records of the corporation.
4. QUORUM - The holders of a majority of the outstanding Common Stock,
present in person or by proxy, shall be necessary to constitute a quorum
for the transaction of business at any general or special meeting of the
stockholders; provided, however, that if at any meeting a quorum should not
be present, an adjournment may be had, from time to time, until the holders
of a majority of stock shall appear.
5. ORGANIZATION - The Chairman of the Board shall call meetings of the
stockholders to order and may act as Chairman of such meetings. In the
absence of the Chairman of the Board, the President or Vice President shall
act on his behalf. The stockholders may elect any stockholder to act as
Chairman of any meeting. The secretary of the corporation shall act as
Secretary of all meetings of the stockholders, but in the absence of the
Secretary the stockholders may elect any person to act as Secretary of the
meeting.
6. VOTING - At all meetings of the stockholders, a stockholder may
vote, either in person or by proxy, in writing, and he shall be entitled to
one vote for each share of stock outstanding in his name on the books of
the corporation. No special form of proxy shall be necessary.
7. SHAREHOLDER PROPOSALS - To be properly brought before an
annual meeting of shareholders, business must be (i) specified in the
notice of meeting (or any supplement thereto) given by or at the direction
of the Board of Directors, (ii) otherwise properly brought before the
meeting by or at the direction of the Board of Directors, or (iii)
otherwise properly brought before the meeting by a shareholder as outlined
in these Bylaws. In addition to any other applicable requirements, for
business to be properly brought before an annual
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meeting by a shareholder, the shareholder must have given timely notice
thereof in writing to the Secretary of the Corporation. To be timely, a
shareholder's notice must be given, either by personal delivery or by
United States mail, postage prepaid, to the Secretary of the Corporation
not later than ninety (90) days in advance of the annual meeting. A
shareholder's notice to the Secretary shall set forth as to each matter the
shareholder proposes to bring before the annual meeting (i) a brief
description of the business desired to be brought before the annual meeting
(including the specific proposal to be presented) and the reasons for
conducting such business at the annual meeting, (ii) the name and record
address of the shareholder proposing such business, (iii) the class and
number of shares of the Corporation that are beneficially owned by the
shareholder, and (iv) any material interest of the shareholder in such
business.
In the event that a shareholder attempts to bring business before an
annual meeting without complying with the provisions of this Section 7, the
Chairman of the meeting shall declare to the meeting that the business was
not properly brought before the meeting in accordance with the foregoing
procedures, and such business shall not be transacted.
No business shall be conducted at the annual meeting except in
accordance with the procedures set forth in this Section 7, provided,
however, that nothing in this Section 7 shall be deemed to preclude
discussion by any shareholder of any business properly brought before the
annual meeting.
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ARTICLE III
Directors
1. NUMBER, ELECTION AND TERM OF OFFICE - The business affairs of the
Corporation shall be managed by not less than five (5) nor more than
twenty-five (25) directors, who shall be chosen annually by the
stockholders and shall hold their office for one year and until their
successors shall be chosen in their stead. Directors shall be required
to hold stock in the Corporation in an amount to be determined by the Board
of Directors.
(a). Voting for directors shall be non-cumulative. The
nominees for directors shall be voted upon separately.
2. NOMINATIONS - Subject to the rights of holders of any class
or series of stock having a preference over the common stock as to
dividends or upon liquidation, nominations for the election of Directors
shall be made by the Board of Directors or a committee appointed by the
Board of Directors or by any shareholder entitled to vote in the election
of Directors generally. However, any shareholder entitled to vote in the
election of Directors generally may nominate one or more persons for
election as Directors at a meeting only if written notice of such
shareholder's intent to make such nomination or nominations has been given,
either by personal delivery or by United States mail, postage prepaid, to
the Secretary of the Corporation not later than (i) with respect to an
election to be held at an annual meeting of shareholders, ninety (90) days
in advance of such meeting, and (ii) with respect to an election to be held
at a special meeting of shareholders for the election of Directors, the
close of business on the seventh day following the date on which notice of
such meeting is
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first given to shareholders. Each notice shall set forth: (a) the name and
address of the shareholder who intends to make the nomination and of the
person or persons to be nominated; (b) a representation that the
shareholder is a holder of record of stock of the Corporation entitled to
vote at such meeting and intends to appear in person or by proxy at the
meeting to nominate the person or persons specified in the notice; (c) a
description of all arrangements or understandings between the shareholder
and each nominee and any other person or persons (naming such person or
persons) pursuant to which the nomination or nominations are to be made by
the shareholder; (d) such other information regarding each nominee proposed
by such shareholder as would be required to be included in a proxy
statement filed pursuant to the proxy rules of the Securities and Exchange
Commission, had the nominee been nominated, or intended to be nominated, by
the Board of Directors; and (e) the consent of each nominee to serve as a
Director of the Corporation if so elected. The Chairman of the meeting may
refuse to acknowledge the nomination of any person not made in compliance
with the foregoing procedure.
3. VACANCIES - In case of any vacancy in the Board of Directors through
death, resignation, disqualification or other cause, the remaining
directors by vote of a majority thereof, may elect a successor to hold
office for the unexpired portion of the term and until the election of his
successor.
4. REGULAR MEETINGS - There shall be an annual meeting of Directors
held after the adjournment of the annual meeting of stockholders for the
purpose of electing officers, and for the transaction of business, at a
time and place to be determined by the
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Board of Director. Notice of call for regular directors' meetings shall
specify the time and place for holding said meetings. Should any of the
days set aside for the holding of regular meetings be a legal holiday, the
meeting shall be held on the following day.
5. SPECIAL MEETINGS - Special Meetings of the Board of Directors shall
be held whenever called by the direction of its Chairman, or of the
President, or by written request of a majority of the members of the Board
of Directors. Notice of such meeting shall state the purpose of the
meeting.
6. NOTICE OF MEETINGS - The Secretary shall give notice of the time and
place of holding regular and special meetings of the Board of Directors by
mail to the last known address of Directors appearing on the corporation
records, at least three (3) days before such meeting. In the absence of
the Secretary any other officer of the corporation may give notice of
meetings.
7. QUORUM - A majority of the Directors elected shall constitute a
quorum for the transaction of business at any meeting of the Board of
Directors, but if at any meeting of the Board there be less than a quorum
present, a majority of those present may adjourn the meeting, from time to
time.
8. ORGANIZATION - At all meetings of the Board of Directors, the
Chairman of the Board of Directors, or in his absence, the President, or
any Vice President shall preside. The Secretary of the Corporation shall
act as Secretary at all meetings of the Board; and in the case of his
absence, the Directors may designate any person to act as Secretary.
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9. The Board of Directors shall have such powers as are provided by
the Code of Virginia, as amended, to carry out its business and affairs.
ARTICLE IV.
Officers
1. (A) OFFICERS - Officers of the Corporation shall be a Chairman of
the Board and Chief Executive Officer, President and Chief Administrative
Officer, such Vice Presidents as may be elected, a Secretary and a
Treasurer, and an Assistant Secretary and an Assistant Treasurer.
(B) The Board of Directors at its first meeting
following the annual stockholders' meeting, shall elect by a majority vote,
a President of the Corporation, and by a like vote may elect a
Chairman of the Board, and such Vice Presidents as may be deemed necessary
for the proper handling of the business affairs of the Corporation. In
addition, the Board of Directors shall elect a Secretary and a Treasurer.
If the directors deem it necessary for the proper conduct of the business,
they shall also have the right to elect an Assistant Secretary and an
Assistant Treasurer. All of the above designated officers, who may or may
not be directors or stockholders, shall be elected by a majority vote of
the Directors at any meeting at which a quorum is present.
(C) A person may hold more than one office.
(D) All persons elected by the Board of Directors to any
office, shall hold their office until the next annual meeting of the
Directors and until their successors are elected and have qualified, with
the provision, however, that vacancies in any office through
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death, resignation, disqualification, or removal for cause, may be filled
by the Directors at any regular or special meeting for the unexpired term.
(E) The Board of Directors may, at any regular or special
meeting, elect such officers, agents and employees as it deems necessary
for the transaction of the business of the Corporation, and the persons so
elected shall hold their respective offices during the pleasure of the
Board of Directors, and shall perform such duties and possess such powers
as may be prescribed by said Board.
(F) All officers shall be Directors except the Secretary,
Assistant Secretary, Treasurer and Assistant Treasurer, who may ormay not
be Directors.
2. POWERS AND DUTIES OF THE CHAIRMAN OF THE BOARD OF DIRECTORS - The
Chairman of the Board of Directors shall preside at all meetings of the
Board of Directors, and unless otherwise specified shall preside at the
annual meeting of stockholders. The Chairman of the Board shall have the
right to call special meetings of the Board of Directors and shall be
required to do so on the written request of a majority of the Directors.
The Chairman of the Board of Directors shall be the Chief Executive Officer
and shall perform such duties as may be required of him, from time to time,
including acting as ex-officio member of all corporation committees. He
may sign or countersign all certificates of stock.
3. POWERS AND DUTIES OF THE PRESIDENT - The President shall be the
Chief Administrative Officer and in the absence of the Chairman of the
Board shall preside at all meetings of the Board of Directors. He shall
perform all duties usually incident to the
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office of President and may sign or countersign all Certificates of Stock
and shall make monthly reports to the Board of Directors.
4. POWERS AND DUTIES OF THE VICE PRESIDENT - In the absence or
disability of the President, a Vice President shall perform his usual
functions and shall perform such other duties as the Board of Directors
shall prescribe.
5. POWERS AND DUTIES OF THE TREASURER OR ASSISTANT
TREASURER - The Treasurer, or Assistant Treasurer, shall, under the
direction of the Board of Directors, deposit all monies and other valuable
effects in the name of and to the credit of the Corporation
in such depositories as may be designated by the Board of Directors. He
shall disburse funds of the Company as he may be ordered to do by the
Board, taking proper vouchers for such disbursements. He shall keep, or
cause to be kept, suitable books that will show correctly receipts,
disbursements and business of the Corporation. He shall perform such other
and further duties as the Board of Directors may, from time to time,
direct, or as the law may require as incidental to his office.
6. POWERS AND DUTIES OF THE SECRETARY OR ASSISTANT SECRETARY - The
Secretary, or Assistant Secretary, shall record the proceedings and minutes
of the meetings of the stockholders and of the Board of Directors in a book
or books, to be kept for that purpose; he shall attend to the giving and
serving of all notices of the Corporation, and shall affix the seal of the
Corporation to all certificates of stock or other instruments or papers
when duly signed by the proper officers. He shall attend to such
correspondence as
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may be assigned to him and perform all the duties as may be assigned to him
by the President or the Board of Directors.
ARTICLE V.
Disbursements
1. No monies belonging to the Corporation, save petty cash, shall be
disbursed except upon checks or drafts, or order, signed by any of the
following officers: Chairman of the Board, President, Vice President,
Secretary, Treasurer, Assistant Secretary, Assistant Treasurer. In the
event the Office of President and Treasurer is
held by one or the same person, then the signature of the President and
Treasurer shall be considered as one signature. In the event the office of
Secretary and Treasurer is held by one and the same person, then the
signature of the Secretary-Treasurer shall be considered one signature.
2. The Board of Directors may, from time to time, by resolution adopted
by unanimous vote, or signed by all the members of the Board, authorize any
other officer or employee of the Corporation to sign, or countersign,
checks, drafts or notes.
3. The officers of the Corporation may be bonded for such amounts as
may be determined by the Board of Directors. The Executive Committee may
recommend to the Board of Directors, for its action, the amount of bond
which should be set for each director.
ARTICLE VI.
Capital Stock, Dividends and Seal
1. CERTIFICATES OF STOCK - All certificates of stock issued by the
Corporation shall be signed by the Chairman, the President,
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or a Vice President, and by the Secretary, or an Assistant Secretary, and
sealed with the Corporation Seal. No certificate for a fractional share of
stock shall be issued.
2. LOST CERTIFICATE - In case of loss or destruction of any certificate
of stock, another may be issued in its place upon proof of such loss or
destruction.
3. TRANSFER OF SHARES - Shares of the Common Stock of the Corporation shall
be transferable by the owner thereof in person or by duly authorized attorney
upon surrender of the certificate therefor, properly endorsed.
4. All shares of Common Stock issued upon consummation of the merger
will be fully paid and non-assessable.
The holders of the Common Stock, if and when issued, are not entitled to
any pre-emptive or other subscription rights.
The entire and exclusive voting rights are vested in the holders of the
Common Stock. Each holder of the Common Stock shall have one vote for each
share held by him and such voting rights are non-cumulative, which means
that the holders of more than 50% of the shares voting for the election of
directors can elect 100% of the directors if they choose to do so, and in
such event, the holders of the remaining less than 50% of the shares voting
for the election of directors will not be able to elect any person or
persons to the Board of Directors.
5. REGULATIONS - The Board of Directors shall have power and authority
to make all such rules and regulations as they may deem expedient
concerning the issue, transfer, and registration of certificates for shares
of the capital stock of the Corporation.
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6. DIVIDENDS AND FINANCE - Dividends upon the Common Stock of the Corporation
may be declared at any regular or special meeting and shall be payable as and
when the Directors may determine. The Board of Directors shall have the right
to set aside, out of the entire net profits of the Corporation, such sum or sums
as they from time to time, think proper as a reserve fund to meet contingencies
or for repairing or maintaining any property of the Company, or for working
capital, or for any lawful purpose beneficial to the Corporation. No dividend
shall be declared that will impair the capital of the Corporation.
7. CORPORATE SEAL - The Corporate Seal for the Corporation shall
consist of two concentric circles with F & M National Corporation,
Winchester, Virginia, between the circles, and the word SEAL in the center
of the circle.
8. REDEMPTION OF CERTAIN SHARES. In accordance with the provisions of
Section 18.1-728.7 of Article 14.1 of the Virginia Stock Corporation Act,
the corporation may, but is not required to, redeem shares of its common
stock which have been the subject to a control share acquisition (as
defined in that Article) under the circumstances set forth in paragraphs A
and B of Section 18.1-728.7.
ARTICLE VII.
Executive Committee
There may be an Executive Committee of not less than three nor more than
six members of the Board of Directors. The Executive Committee shall be
appointed by the Chairman of the Board and approved by the Board of
Directors at any regularly scheduled or
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special meeting, and the Chairman of the Board shall also serve as Chairman
of the Executive Committee. The Executive Committee shall have the power
and authority of the Board of Directors to manage the affairs of the
Corporation between meetings of the Board of Directors. The Executive
Committee may also regularly review other corporate matters and recommend
appropriate action to the Board of Directors. The Executive Committee
shall hold meetings on call of the Chairman of the Board or on call of any
two members, and notice of the meetings may be given in writing or by
telephone. All members shall be notified one day in advance of any called
meetings.
ARTICLE VIII.
Amendments
The By Laws of this Corporation may be amended by a majority vote of the
Board of Directors represented at any regular or special meeting of the
Board of Directors where a quorum is present, provided that notice in
writing of such proposed amendment shall be given to each Director of the
Corporation at least ten (10) days before the meeting at which the proposed
amendment is to be acted upon. Such notice shall be sent to the address of
each Director of the Corporation, as his address appears on record with the
Secretary of the Corporation.
I, Alfred B. Whitt, CERTIFY that: (1) I am the duly constituted
Secretary of F & M National Corporation, and Secretary of its Board of
Directors, and as such officer am the official custodian of its records;
(2) the foregoing By Laws are the By Laws of the said Corporation, and all
of them, as now lawfully in force and effect.
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IN TESTIMONY WHEREOF, I have hereunto affixed my official signature and
seal of the said Corporation, in the City of Winchester, Virginia, on this
13th day of December, 1995.
/s/
ALFRED B. WHITT, SECRETARY
- -- Revised Bylaws adopted by the Board of Directors of F & M
National Corporation at its regular meeting held 13th day
of December, 1995.
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