Exhibit 4.2
BYLAWS OF
AMERICAN NATIONAL BANKSHARES INC.
ARTICLE I
MEETING OF SHAREHOLDERS
Section 1.1 Annual Meeting.
The regular annual meeting of the shareholders of the
Company for the election of directors and for the transaction of such other
business as may properly come before it shall be held at the principal office of
the Company in Danville, Virginia, or at such other place as the Board of
Directors may designate, on the fourth Tuesday in April. Notice of such meeting,
setting forth clearly the time, place and purpose of the meeting, shall be
mailed, postage prepaid, at least ten (10) days before the date thereof,
addressed to each shareholder at his address appearing on the books of the
Company. If, for any reason, an election of those directors whose terms expire
is not made at this meeting, the meeting may be adjourned to a later date for
the purpose or, if this is not done, the Board of Directors shall order an
election to be held on some subsequent day as soon thereafter as practicable,
according to the provisions of law; and notice thereof shall be given in the
manner herein provided for the annual meeting.
Section 1.2 Special Meetings.
Except as otherwise specifically provided by statute,
special meetings of the shareholders may be called for any purpose at any time
by the Board of Directors or by any shareholder at the written request of at
least ten per cent (10%) of the shares entitled to vote at the meeting. Every
such special meeting, unless otherwise provided by law, shall be called by
mailing, postage prepaid, not less than ten (10) days before the date fixed for
such meeting, to each shareholder at his address appearing on the books of the
Company, notice stating the time, place and purpose of the meeting.
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Section 1.3 Record Date for Shareholders Meetings.
Shareholders entitled to notice of the annual meeting or
any special meeting shall be shareholders shown by the records of the Company to
be shareholders fifty (50) days before the date of any such meeting or on such
other date as may be fixed in advance by the Board of Directors, which date
shall not be more than fifty (50) days and not less than ten (10) days before
the date of the shareholders meeting.
Section 1.4 Proxies.
Shareholders may vote at any meeting of the shareholders by
proxies duly authorized in writing. Proxies shall be valid only for one meeting,
to be specified therein, and any adjournments of such meeting.
Section 1.5 Quorum.
At every meeting of shareholders, each shareholder shall be
entitled to cast one vote either in person or by proxy for each share of stock
held by him as shown by the records of the Company fifty (50) days before the
date of the shareholders meeting or held by him on the record date fixed by the
Board of Directors pursuant to Section 1.3 hereof upon any matter coming before
the meeting except as otherwise expressly provided by these bylaws. A majority
of the outstanding stock, represented in person or by proxy, shall constitute a
quorum at any meeting of shareholders unless otherwise provided by law; but less
than quorum may adjourn a meeting from time to time, and the meeting may be
held, as adjourned, without further notice.
Section 1.6 Judges of Elections.
Every election of directors shall be managed by three
judges, who shall be appointed from among the shareholders by the Board of
Directors. The judges of election shall hold and conduct the election at which
they are appointed to serve; and, after the election, they shall file with the
Secretary a certificate under their hands, certifying the result thereof and the
names of the directors elected. The judges of election, at the request of the
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Chairman of the meeting, shall act as tellers of any other vote by ballot taken
at such meeting, and shall certify the result thereof.
ARTICLE II
DIRECTORS
Section 2.1 Authority of Directors.
The Board of Directors (referred to in these bylaws as
the "Board") shall have power to manage and administer the business and affairs
of the Company. Except as expressly limited by law, all corporate powers of the
Company shall be vested in and may be exercised by the Board, but the Board may
delegate powers as provided in these bylaws.
Section 2.2 Number.
The Board of Directors shall consist of thirteen (13)
shareholders.
Section 2.3 Regular Meetings.
Regular meetings of the Board of Directors shall be held,
without notice, at the principal office of the Company on the third Tuesday of
each month or on such other day or at such other place as the Board may
previously designate. When any regular meeting of the Board falls upon a
holiday, the meeting shall be held on the next business day unless the Board
shall designate some other day.
Section 2.4 Organization Meeting.
If possible, the Board shall meet on the same day of the
annual meeting of shareholders for the purpose of organizing the new Board and
for the purpose of electing officers of the Company for the succeeding year, but
in any event, the new Board shall be organized and officers elected no later
than the next regular meeting of the Board.
Section 2.5 Special Meeting.
Special meetings of the Board may be called by the
Chairman of the Board or the President, or at the request of three or more
directors upon not less than two days' notice. Each director shall be given
notice stating the time, place and purpose of a special meeting. Notice may be
given in writing or in person or by telegraph.
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Section 2.6 Quorum.
At any meeting of the Board; a majority of the Board
shall constitute a quorum. Less than a quorum may adjourn any meeting from time
to time, and the meeting may be held as adjourned without further notice. In the
event of the death or disability of directors by reason of war or other
catastrophe, reducing the total Board to less than that required for a quorum, a
majority of the remaining Board shall constitute a quorum.
Section 2.7 Waiver of Notice.
Any director may in writing waive notice of any regular
or special meeting at any time before or after the holding thereof.
Section 2.8 Vacancies.
When any vacancy occurs among the directors, the
remaining members of the Board may appoint a director to fill such vacancy at
any regular meeting of the Board or at any special meeting called for that
purpose. Any directorships not filled by the shareholders shall be treated as
vacancies to be filled by and in the discretion of the Board.
Section 2.9 Qualification of Directors.
No person shall be elected a director who is not the
owner and holder in his own name, unpledged and unencumbered in any way, of
shares of stock of the Company having a par value or market value of not less
than One Thousand Dollars ($1,000).
Section 2.10 Committees.
The Board may appoint such committees from time to time
as the Board deems proper for the management of the business and affairs of the
Company, and the Board may delegate to the President the appointment of other
committees which the Board deems necessary for the direction of the business and
affairs of the Company.
Section 2.11 Declaration of Dividends.
The Board may, in its discretion, from time to time
declare dividends as permitted by law. Such dividends may be
payable in money, stock of the Company, or in other assets of the
Company. The Directors may fix a date not exceeding thirty (30)
days preceding the date fixed for the payment of any dividend as
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the record date for the determination of shareholders entitled to receive
payment of any dividend, provided the record date shall be not less than seven
(7) days after the date on which the dividend is declared; and only shareholders
of record on the date so fixed shall be entitled to receive such dividend
notwithstanding any transfer of shares on the books of the Company after any
record date so fixed.
ARTICLE III
OFFICERS
Section 3.1 Officers to be Elected by the Board.
The Board of Directors shall annually elect the following
officers: a President, a Secretary, and a Treasurer.
The Directors may annually elect one or more Vice
President, Senior Vice Presidents, and Executive Vice Presidents, one or more
Assistant Vice Presidents, one or more Assistant Secretaries, one or more
Assistant Treasurers, and such other officers as the Board may think necessary
or desirable.
The President shall be a director. Other officers may, but
need not be directors. Any two offices not inconsistent with each other may be
held by the same person, except no person may serve as both President and
Secretary.
Section 3.2 Term.
Unless otherwise specified, each officer shall be elected for
a term of one year but shall continue to hold office thereafter until his
successor is elected or until he resigns, retires, or is removed from office.
Section 3.3 Salaries.
The salaries and other compensation of officers shall be fixed
by the Board or by such person or persons to whom the power to fix compensation
has been delegated.
Section 3.4 President.
The President shall be the Chief Executive Officer of the
Company and shall have and may exercise all of the powers and duties customarily
performed and exercised by the chief executive officer of a corporation by
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whatever name called. He shall have and may exercise such further powers and
duties as from time to time may be conferred upon, or assigned to, him by the
Board. He shall be a member ex officio of all regular and special committees of
the Board. He shall act as chairman of the Board and shall preside at all
meetings of the Board and meetings of shareholders. Any reference to the
"Chairman of the Board" contained in the Articles of Incorporation or these
bylaws shall be deemed a reference to the President.
It shall be the duty of the President to make a report of the
Company's condition to the shareholders at their annual meeting. Unless the
Board shall otherwise direct by resolution, the President shall vote the shares
of all securities held by the Company.
Section 3.5 Vice Presidents.
Vice Presidents may be designated as Executive Vice
Presidents, Senior Vice Presidents, Vice Presidents, and Assistant Vice
Presidents. The Board may annually elect such number of each designation as it
may deem proper. Executive Vice Presidents, Senior Vice Presidents, Vice
Presidents and Assistant Vice Presidents shall have such responsibilities and
duties as shall be specifically assigned to them by the Board or, in the absence
of such specific assignment of duties by the Board, they shall have such
responsibilities and duties as shall be assigned to them by the President.
Section 3.6 Secretary.
The Secretary shall act as secretary at all meetings of
the shareholders and at all meetings of the Board. He shall issue notices for
such meetings in accordance with the requirements of the Bylaws. He shall have
custody of the corporate seal and, upon request of the President, shall attest
any instrument relating to real or personal property and perform such other
duties as from time to time shall be assigned to him by the Board or by the
President.
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Section 3.7 Assistant Secretaries.
Each Assistant Secretary shall perform such duties as
shall be assigned to him by the Board or by the President and, in the absence or
disability of the Secretary, one or more of the Assistant Secretaries designated
by the President shall have all of the powers and perform all of the duties of
the Secretary.
Section 3.8 Treasurer.
The Treasurer shall have such responsibilities and duties as
shall be assigned to him by the Board or by the President.
Section 3.9 Assistant Treasurers.
An Assistant Treasurer shall have such responsibilities
and duties as shall be assigned to him by the Board or by the
President.
ARTICLE IV
STOCK AND STOCK CERTIFICATES
Section 4.1 Certificates.
The shares of stock of the Company shall be represented
by certificates signed by the President or a Vice President and the Secretary or
an Assistant Secretary, manually or by facsimile, and shall bear the seal of the
Company or a printed or engraved facsimile or the seal, shall be in such form as
the Board may prescribe, and shall be issued for one or more full shares only.
Section 4.2 Transfer.
Shares of stock shall be transferable on the books of the
Company by the holder or by an attorney or legal representative thereof duly
authorized by a power of attorney filed with the Company and upon surrender of
the stock certificate or certificates for such shares properly endorsed.
Section 4.3 Address of Shareholders.
Every shareholder shall keep the Company advised of his
mailing address. The Company may rely upon its shareholder records as to the
mailing address of any shareholder unless and until otherwise advised in
writing.
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Section 4.4 Lost Certificates.
The holder of any shares of stock of this Company, the
certificate or certificates for which shall have been lost or destroyed, shall
immediately notify the Company for such fact. A new certificate or certificates
may be issued upon satisfactory proof of the loss or destruction of the old
certificate, and the Company may require a bond which shall be in such sum,
contain such terms and provisions, and have such surety or sureties as the
Company may require.
ARTICLE V
SEAL
Section 5.1 Form.
The seal of the Company shall consist of the words
"American National Bankshares Inc." in concentric circles with the work "Seal"
appearing in the inner circle, and shall be in the form impressed hereon.
Section 5.2 Use of Seal.
The seal may be affixed to any document by the Secretary,
any Assistant Secretary, or other person specifically authorized by
the Board or the President.
ARTICLE VI
FISCAL YEAR
Section 6.1 Fiscal Year.
The fiscal year of the Company shall be the calendar
year.
ARTICLE VII
BYLAWS
Section 7.1 Amendments.
The bylaws may be amended, altered or repealed either by
the shareholders at any regular meeting of the shareholders or at any special
meeting called for that purpose or by an affirmative vote of a majority of the
Board at any regular or special meeting, and the authority of the Board shall
include the authority to amend, alter or repeal any bylaw adopted by the
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shareholders unless the shareholders with respect to any specific bylaw shall
limit the power of the Board to amend or repeal any such specific bylaw.
Section 7.2 Inspection.
A copy of the bylaws with all amendments thereto shall be
kept in the custody of the Secretary at the principal office of the Company and
shall be open for inspection to all shareholders during normal business hours.
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