Exhibit 3.2
1995 Amended and Restated
Bylaws of Federal Trust Corporation
AMENDED AND RESTATED
BYLAWS
OF FEDERAL TRUST CORPORATION
ARTICLE I
Stockholders
Section 1. The annual meeting of stockholders of the Federal Trust
Corporation ("Corporation") shall be held on such date, and at such time and at
such place within or without the State of Florida, as may be fixed by the Board
of Directors (sometimes the "Board"), for the purpose of electing directors and
for the transaction of such other business as may properly be brought before the
meeting.
Section 2. (a) 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 the stockholders. 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 total number of directors which the Corporation would have if
there were no vacancies on the Board of Directors (hereinafter the "Full
Board").
(b) Special meetings of Stockholders may be held at such time
and at such place within or without the State of Florida as may be stated in the
call.
Section 3. Notice of the time and place of every meeting of
stockholders shall be delivered personally or mailed at least ten days and not
more than sixty days prior thereto to each stockholder of record entitled to
vote at his address as it appears on the records of the Corporation. Such
further notice shall be given as may be required by law. Business transacted at
any special meeting shall be confined to the purpose or purposes stated in the
notice of such special meeting. Meetings may be held without notice if all
stockholders entitled to vote are present or if notice is waived by those not
present.
Section 4. At all meetings of stockholders any stockholder entitled to
vote may vote in person or by proxy. Such proxy or any revocation or amendment
thereof, shall be in writing, but need not be sealed, witnessed or acknowledged,
and shall be filed with the Secretary at or before the meeting.
Section 5. Except as otherwise provided by law or by the Corporation's
Restated Articles of Incorporation (the "Restated Articles"), the presence, in
person or by proxy, of the holders of record of shares of capital stock of the
Corporation entitling the holders thereof to cast a majority of the votes
entitled to be cast by the holders of shares of capital stock of the Corporation
entitled to vote shall constitute a quorum at all meetings of the stockholders.
If at any time a separate vote by a class or classes is required, a majority of
the shares of such class or classes entitled to vote thereon present in person
or by proxy shall constitute a quorum entitled to take action with respect to
that vote on that matter. The chairman of the meeting or the holders of record
of a majority of such shares so present or represented may adjourn the meeting
from time to time, whether or not there is such a quorum. No notice of the time
and place of adjourned meetings need be given except as required by law.
Section 6. Election of directors at all meetings of the stockholders at
which directors are to be elected shall be by ballot, and a plurality of the
votes cast thereat shall elect. Except as otherwise provided by law, the
Restated Articles, these Bylaws or resolution adopted by the Full Board, all
matters other than the election of directors submitted to the stockholders at
any meeting shall be decided by a majority of the votes cast with respect
thereto.
Section 7. (a) At any annual meeting of 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 7(a). For business to be
properly brought before an annual meeting by a stockholder, 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 offices of the Corporation not less than 60 days
prior to the date of the annual meeting; provided, however, that in the event
that less than 40 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 be 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 7(a). The officer of the Corporation 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 7(a) 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 stockholders, only such business shall be
conducted as shall have been brought before the meeting by or at the direction
of the Board of Directors.
(b) 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 7(b). 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 offices of the
Corporation not more than 60 days or less than 10 days prior to the date of the
meeting; provided, however, that in the event that less than 40 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 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 reelection 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 nominee and to serving as 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 7(b). The officer of the Corporation 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 should so determine, he or she shall so declare to the meeting and the
defective nomination shall be disregarded.
Section 8. There shall be appointed, for all meetings of the
stockholders, two Inspectors of the vote. Such Inspectors shall first take and
subscribe an oath or affirmation faithfully to execute the duties of Inspector
at such meeting with strict impartiality and according to the best of their
ability. Unless appointed in advance of any such meeting by the Board of
Directors, such Inspectors shall be appointed for the meeting by the person
presiding thereat. No director or candidate for the office of director shall be
appointed as such Inspector. Such Inspectors shall receive, examine and tabulate
all ballots and proxies, including proxies filed with the Secretary, shall
determine the presence or absence of a quorum and shall be responsible for
tallying and certifying the vote taken on any matter at each meeting which is
required to be tallied and certified by them in the resolution of the Board of
Directors appointing them or the appointment of the person presiding at such
meeting, as the case may be.
ARTICLE II
Directors
Section 1. (a) Subject to the provisions of Article VI, Section 1 of
the Restated Articles, the number of directors shall be fixed from time to time
exclusively by the Board of Directors pursuant to a resolution adopted by a
majority of the Full Board. The directors shall be divided, with respect to the
time for which they severally hold office, into three classes in accordance with
the provisions of Article VI, Section 1 of the Restated Articles. The term of
office of the first class elected at any annual meeting shall expire at the next
ensuing annual meeting of stockholders, the term of office of the second class
at the second annual meeting after that at which such directors were elected and
the term of office of the third class at the third annual meeting after that at
which such directors were elected.
(b) A whole number of directors equal to at least one third of
the Full Board shall constitute a quorum for the transaction of business, but if
at any meeting of the Board of Directors there shall be less than a quorum
present a majority of those present may adjourn the meeting from time to time
until a quorum shall have been obtained.
(c) 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 Full Board shall shorten the term of
any incumbent director.
(d) Any director, or the entire Board of Directors, may be
removed from office at any time, with or without cause, by the affirmative vote
of the holders of at least a majority of the voting power of all of the
then-outstanding shares of capital stock of the Corporation entitled to vote
generally in the election of directors (the "Voting Stock") voting together as a
single class.
Section 2. Meetings of the Board of Directors shall be held at such
place within or without the State of Florida as may from time to time be fixed
by, or determined in the manner provided by, resolution of the Board, or as may
be specified in the call of any meeting. Regular meetings of the Board of
Directors shall be held at such times as may from time to time be fixed by, or
determined in the manner provided by, resolution of the Board, and special
meetings may be held at any time upon the call of the Executive Committee or of
the Chairman of the Board of Directors by oral, telegraphic or written notice,
duly served on or sent or mailed to each director not less than two days before
such meeting. A meeting of the Board may be held without notice immediately
after the annual meeting of stockholders at the same place at which such meeting
was held. Notice need not be given of regular meetings of the Board held at
times and places fixed by resolution of the Board. A meeting may be held at any
time without notice if all the directors are present or if those not present
waive notice of the meeting in writing, either before or after such meeting.
Members of the Board of Directors may participate in a meeting of the Board by
means of a conference telephone or similar communications equipment by means of
which all persons participating in the meeting can hear each other at the same
time. Participation by such means shall constitute presence in person at a
meeting.
Section 3. Any action required to be taken at a meeting of the Board of
Directors, or any action which may be taken at a meeting of the directors or a
committee thereof, may be taken without a meeting if a consent in writing,
setting forth the action so to be taken; signed by all of the directors, or all
the members of the committee, as the case may be, is filed in the minutes of the
proceedings of the Board or of the committee. Such consent shall have the same
effect as a unanimous vote.
Section 4. The Board of Directors may, in its discretion, by resolution
passed by a majority of the Full Board, designate an Executive Committee to
consist of the Chairman, President and Chief Executive Officer of the
Corporation and such number of other directors as the Board may from time to
time determine (not less than three), which Committee, to the extent provided in
said resolution, shall have, and may exercise when the Board is not in session,
the powers of the Board in the management of the business and affairs of the
Corporation, except the power to change the membership or to fill vacancies in
the Board of said Committee. The Board shall have the power at any time to
change the membership of said Committee (subject to the requirement that the
Chairman, President and Chief Executive Officer be a member thereof), to fill
vacancies in it, or to dissolve it. The Executive Committee may make rules for
the conduct of its business and may appoint such committees and assistants as it
shall from time to time deem necessary. One-half of the members of such
Committee shall constitute a quorum.
Section 5. The Board of Directors may from time to time, in its
discretion, by resolution passed by a majority of the Full Board, designate, and
appoint, from the directors, other committees of one or more persons which shall
have and may exercise such lawfully delegable powers and duties conferred or
authorized by the resolutions of designation and appointment. Unless the Board
shall otherwise provide, a majority of any such committee may determine its
action and fix the time and place of its meetings. The Board shall have power at
any time to change the members of any such committee, to fill vacancies, and to
discharge any such committee.
Section 6. The Executive Committee, and any other committee so designated if the
resolution which designates such committee or a supplemental resolution
of the
board shall so provide, may exercise the power and authority of the Board to
declare a dividend, to authorize the issuance of stock or to adopt a plan of
merger and recommend and submit it to the stockholders for approval pursuant to
Sections 607.1101 and 607.1103 of the Florida Business Corporation Act.
ARTICLE III
Officers
Section 1. The Board of Directors as soon as may be practicable after
the annual meeting of Stockholders shall choose a Chief Executive Officer of the
Corporation, a President, (who may be the same person as the Chief Executive
Officer), a Secretary and a Treasurer and, from time to time, may choose one or
more Vice Presidents, Assistant Secretaries, Assistant Treasurers and such other
officers as it may deem proper. The Chairman of the Board of Directors shall be
chosen from the directors.
Section 2. 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 members of the Full Board.
Section 3. All officers chosen by the Board of Directors shall each
have such powers and duties as generally pertain to their respective offices,
subject to the specific provisions of this ARTICLE III. Such officers shall have
such powers and duties as from time to time may be conferred by the Board of
Directors or by a committee thereof.
Section 4. The Chief Executive Officer of the Corporation shall,
subject to the control of the Board of Directors, have general power over the
management and oversight of the administration and operation of the
Corporation's business and general supervisory power and authority over its
policies and affairs. He shall see that all orders and resolutions of the Board
of Directors and of any committee thereof are carried into effect.
Section 5. The President shall act in a general executive capacity and
shall assist the Chief Executive Officer of the Corporation in the
administration and operation of the Corporation's business and in the
supervision of its policies and affairs. During the absence or disability of the
Chief Executive Officer, the President shall have and exercise all the powers of
the Chief Executive Officer.
Each meeting of the stockholders and of the Board of Directors shall be
presided over by the Chairman, or in his absence, the Chief Executive Officer,
or in his absence, by such officer as has been designated by the Board of
Directors or, in his absence, by such officer or other person as is chosen at
the meeting. The Secretary or, in his absence the general counsel of the
Corporation or such officer as has been designated by the Board of Directors or,
in his absence, such officer or other person as is chosen by the person
presiding, shall act as secretary of each such meeting.
Section 6. The Vice President or Vice Presidents shall perform the
duties of the President in his absence or during his disability to act. In
addition, the Vice Presidents shall perform the duties and exercise the powers
usually incident to their respective officers and/or such other duties and
powers as may be properly assigned to them from time to time by the Board of
Directors, the Chairman of the Board or the President.
Section 7. The Secretary or an 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 offices and/or such other duties and powers as
are properly assigned thereto by the Board of Directors, the Chairman, the Chief
Executive Officer or the President.
Section 8. The Treasurer shall have charge of all monies and securities
of the Corporation, other than monies and securities of any division of the
Corporation which has a treasurer or financial officer appointed by the Board of
Directors, and shall keep regular books of account. The funds of the Corporation
shall be deposited in the name of the Corporation by the Treasureer with such
banks or trust companies as the Board of Directors or the Executive Committee
from time to time shall designate. He shall sign or countersign such instruments
as require his signature, shall perform all such duties and have all such powers
as are usually incident to such office an/or such other duties and powers as are
properly assigned to him by the Board of Directors, the Chairman, the Chief
Executive Officer or the President, and may be required to give bond for the
faithful performance of his duties in such sum and with such surety as may be
required by the Board of Directors.
Section 9. Assistant Secretaries and Assistant Treasurers 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, the Chairman, the Chief
Executive Officer or the President.
ARTICLE IV
Certificates of Stock
Section 1. The interest of each stockholder of the Corporation shall be
evidenced by certificates for shares of stock in such form as the Board of
Directors may from time to time prescribe. The shares of the stock of the
Corporation shall be transferred on the books of the Corporation by the holder
thereof in person or by his attorney, upon surrender for cancellation of
certificates for the same number of shares, with an assignment and power of
transfer endorsed thereon or attached thereto, duly executed, with such proof of
the authenticity of the signature as the Corporation or its agents may
reasonably require.
Section 2. The certificates of stock shall be signed, countersigned and
registered in such manner as the Board of Directors may by resolution prescribe,
which resolution may permit all or any of the signatures on such certificate to
be in facsimile. In case any officer, transfer agent or registrar who has signed
or whose facsimile signature has been placed upon a certificate has ceased to be
such officer, transfer agent or registrar before such certificate is issued, it
may be issued by the Corporation with same the effect as if he were such
officer, transfer agent or registrar at the date of issue.
Section 3. The board of Directors may fix a record date or direct that
the stock transfer books be closed for a stated period for the purpose of making
proper determination with respect to stockholders, including which stockholders
are entitled to notice of or to vote at a meeting or any adjournment thereof,
receive payment of any dividend or other distribution, or allotment of any
rights, or entitled to exercise any rights in respect of any change, conversion
or exchange of stock. The record date may not be more than 60 days nor less than
10 days before the date on which the action requiring the determination will be
taken; the transfer books may not be closed for a period longer than 20 days;
and, in the case of a meeting of stockholders, the closing of the transfer books
shall be at least 10 days before the date of the meeting.
Section 4. The Board of Directors may determine the conditions upon
which a new certificate of stock will be issued to replace a certificate which
is alleged to have been lost, stolen, mutilated or destroyed, and the Board of
Directors may delegate to any officer of the Corporation the power to make such
determination and to cause such replacement certificates to be issued.
ARTICLE V
Checks, Notes, Etc.
All checks on the Corporation's bank accounts and all drafts, bills of
exchange and promissory notes, and all acceptances, obligations and other
instruments for the payment of money, shall be signed by such person or person
as shall be thereunto authorized from time to time by the Board of Directors or
by the committee or officer or officers of the Corporation to whom the Board
shall have delegated the power to authorize such signing; provided, however,
that the signatrue of any person so authorized on checks and drafts drawn on the
Corporation's dividend and special accounts may be in facsimile if the Board of
Directors or the Committee or officer or officers, whichever shall have
authorized such person to sign such checks or drafts, shall have authorized such
person to sign in facsimile; and provided further that in case notes or other
instruments for the payment of money (other than notes, bonds or debentures
issued under a trust instrument of the Corporation) are required to be signed by
two persons, the signature thereon of only one of the persons signing any such
note or other instrument may be in facsimile, and in the case of notes, bonds or
debentures issued under a trust instrument of the Corporation and required to be
signed by two officers of the Corporation, the signatures of both such officer
may be in facsimile if specifically authorized and directed by the Board of
Directors of the Corporation and if such notes, bonds or debentures are required
to be authenticated by a corporate trustee which is a party to the trust
instrument; and provided further that in case any person or persons who shall
have signed any such note or other instrument, either manually or in facsimile,
shall have ceased to be a person or persons so authorized to sign any such note
or other instrument, whether because of death or by reason of any other fact or
circumstance, before such note or other instrument shall have been delivered by
the Corporation, such note or other instrument may, nevertheless, be adopted by
the Corporation and be issued and delivered as though the person or persons who
so signed such note or other instrument had not ceased to be such a person or
persons.
ARTICLE VI
Offices
The corporation may have offices inside and outside of the State of
Florida at such places as shall be determined from time to time by the
directors.
ARTICLE VII
Amendments
These Amended and Restated Bylaws ("these Bylaws") replace in their
entirety the former Bylaws of the Corporation, which were adopted by the Board
on August 3, 1988 and were amended on March 23, 1990 (collectively the "Former
Bylaws"). These Bylaws may be amended, added to, rescinded or repealed in whole
or in part, or replaced at any meeting of the Board of Directors or of the
stockholders provided notice of the proposed change was given in the notice of
the meeting or, in the case of a meeting of the Board of Directors, in a notice
given not less than two days prior to the meeting; provided, however, that, in
the case of any change by vote of the stockholders, notwithstanding any other
provisions of these 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 of the Voting Stock required by law, the Restated
Articles or these Bylaws, the affirmative vote of the holders of a majority of
the voting power 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 Former Bylaws were rescinded and these Bylaws
were duly adopted by the Board of Directors of the Corporation at regular
meeting of the Board held on May 11, 1995.
/s/Carole M. Jones
Carole M. Jones, Secretary