BYLAWS
OF
BLUE VALLEY BAN CORP.
Article I
OFFICES
Section 1. Principal Office. The principal office shall be located at
corporation's principal place of business at 11935 Riley in the City of Overland
Park, County of Johnson, State of Kansas.
Section 2. Other Offices. The Corporation may also have offices at such
other places both within and without the State of Kansas as the Board of
Directors may from time to time determine or the business of the Corporation may
require.
Article II
MEETINGS OF STOCKHOLDERS
Section 1. Place of Meeting. All meetings of the Stockholders shall be held
at such place either within or without the State of Kansas as shall be
designated from time to time by the Board of Directors and stated in the notice
of the meeting or in a duly executed waiver of notice thereof. In the event that
the Board of Directors shall fail to fix the place for a meeting of
Stockholders, such meeting shall be held at the Corporation's principal office.
Section 2. Annual Meeting. Annual meetings of Stockholders shall be held at
10:00 a.m. on the fifteenth day in January of each fiscal year (unless otherwise
designated by the Board of Directors), or if that day be a legal holiday, on the
next succeeding day not a legal holiday. At such annual meeting the Stockholders
shall elect a Board of Directors, and transact such other business as may
properly be brought before the meeting.
Section 3. Special Meetings. Special meetings of the Stockholders, for any
purpose or purposes, unless otherwise prescribed by statute or by the Articles
of Incorporation, may be called by the President of the Corporation, a majority
of the Board of Directors, or upon the written request of Stockholders owning
not less than twenty percent (20%) of the outstanding stock entitled to vote.
Such request shall state the purpose or purposes of the proposed meeting, as
described in Section 4 of this Article II. Business transacted at any special
meeting of Stockholders shall be limited to the purposes stated in the notice.
Section 4. Notice. Written notice of each meeting of Stockholders stating
the place, date and hour of the meeting, and, in the case of a special meeting,
the purpose or purposes for which the meeting is called, shall be delivered or
given to each Stockholder entitled to vote at such meeting not less than ten
(10) nor more than sixty (60) days before the date of the meeting. If mailed,
notice shall be deemed to have been given when deposited in the United States
mail,
postage prepaid, directed to the Stockholder at his address as it appears
on the records of the Corporation. Attendance of a Stockholder at a meeting
shall constitute a waiver of notice of such meeting, except when the Stockholder
attends a meeting for the express and exclusive purpose of objecting at the
beginning of the meeting to the transaction of any business because the meeting
was not lawfully called or convened. An affidavit of the Secretary or Assistant
Secretary or of the transfer agent of the Corporation that notice has been given
shall be prima facie evidence of the facts stated therein in the absence of
fraud.
Section 5. Stockholders' List. The officer, or any person designated by the
Corporation, who has charge of the stock ledger of the Corporation shall prepare
and make, at least ten (10) days before every meeting of Stockholders, a
complete list of the Stockholders entitled to vote at the meeting, arranged in
alphabetical order, and showing the addresses of each Stockholder and the number
of shares registered in the name of each Stockholder. Such list shall be open to
the examination of any 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 list shall also be
produced and kept at the time and place of the meeting during the whole time
thereof, and may be inspected by any Stockholder who is present.
Section 6. Quorum. The holders of one-half (1/2) of the stock issued and
outstanding and entitled to vote at any meeting, represented in person or by
proxy, shall constitute a quorum at all meetings of the Stockholders for the
transaction of business except as otherwise provided by statute or by the
Articles of Incorporation. If, however, such quorum shall not be present or
represented at any meeting of the Stockholders, the Stockholders entitled to
vote at any meeting, present in person or represented by proxy, shall have power
to adjourn the meeting from time to time, without notice other than announcement
at the meeting, until a quorum shall be present or represented; provided,
however, if the adjournment is for more than thirty (30) days, or if after the
adjournment a new record date is fixed for the adjourned meeting, a notice of
the adjourned meeting shall be given to each Stockholder of record entitled to
vote at the meeting. At such adjourned meeting any business may be transacted
that might have been transacted at the meeting as originally notified, so long
as a quorum shall be present or represented.
Section 7. Action by Stockholders. When a quorum is present at any meeting,
the vote of the holders of a majority of the stock having voting power present
in person or represented by proxy shall decide any question brought before such
meeting, unless the question is one requiring a different vote by express
provision of the statutes or of the Articles of Incorporation, in which case,
such express provision shall govern and control the decision on such question.
Section 8. Voting of Shares. Each holder of common stock of the Corporation
shall at every meeting of the Stockholders be entitled to vote in person or by
proxy for each share of the capital stock having voting power held by such
Stockholder, but no proxy shall be voted on after three (3) years from its date,
unless the proxy provides for a longer period.
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Section 9. Informal Action by Stockholders. Any action required to be taken
at any annual or special meeting of Stockholders of the Corporation, or any
action that may be taken at any annual or special meeting of such Stockholders,
may be taken without a meeting, without prior notice and without a vote, if a
consent in writing, setting forth the action so taken, shall be signed by all
the Stockholders entitled to vote with respect to the subject matter thereof.
Such agreement or consent shall be filed by the Secretary in the Minute Book of
the Corporation.
Article III
DIRECTORS
Section 1. Management of Corporation. The business and affairs of the
Corporation shall be managed under the direction of its Board of Directors. The
Board may exercise all such powers of the Corporation and do all such lawful
acts and things that are not otherwise required by statute, by the Articles of
Incorporation, or by these Bylaws to be done by the Stockholders.
Section 2. Number. The number of Directors constituting the entire Board of
Directors shall be neither less than three (3) nor more than twelve (12).
Subject to the rights of any holders of Preferred Stock then outstanding, the
specific number of Directors within such minimum and maximum shall be authorized
from time to time by, and only by, resolutions duly adopted by a majority of the
total number of Directors then constituting the entire Board of Directors. The
Directors shall be elected at the annual meeting of the Stockholders, except as
provided in Section 13 of this Article, and each Director elected shall hold
office until his resignation, his removal, or his successor is elected and
qualified, whichever shall occur first. Directors need not be Stockholders.
Section 3. Meetings of the Newly Elected Board; Notice. The first annual
meeting of the members of each newly elected Board of Directors shall be held
(i) at such time and place either within or without the State of Kansas
immediately after the meeting of Stockholders at which such newly elected Board
was elected, and no notice of such meeting shall be necessary to the newly
elected Directors in order to legally hold such meeting, provided a quorum shall
be present, or (ii) if a quorum shall not be present, at such time and place as
shall be consented to in writing by a majority of the newly elected Directors,
provided that written notice of such meeting shall be given to each of the other
Directors in the same manner as provided in Section 6 of this Article III with
respect to the giving of notice for special meetings of the Board except that it
shall not be necessary to state the purpose of the meeting in such notice, or
(iii) at such time and place as shall be consented to in writing by all of the
newly elected Directors.
Every Director of the Corporation, upon his election, shall qualify by
accepting the office of Director, and his attendance at, or his written approval
of the minutes of, any meeting of the Board subsequent to his election shall
constitute his acceptance of such office; or he may execute such acceptance by a
separate writing. Such writing shall be placed in the Minute Book of the
Corporation.
Section 4. Regular Meetings. Regular meetings of the Board of Directors
shall be held without notice at the principal office of the Corporation on the
fifteenth of every January, April, July, and October at 10:00 a.m. or, with
notice, at such time and at such place, either
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within or without the State of Kansas, as shall from time to time be determined
by the Board and in any manner, including by means of telephone conference or
similar communications as provided in Section 7 of Article III of these Bylaws,
permitted under the Kansas General Corporation Code of 1972, as amended.
Section 5. Special Meetings. Special meetings of the Board of Directors may
be called at any time by the Chairman of the Board, the President, any Vice
President, the Secretary, or by any one (1) or more of the Directors. The place
may be within or without the State of Kansas as designated in the notice, as
described in Section 6 of this Article III.
Section 6. Notice of Special Meetings. Written notice of each special
meeting of the Board, stating the place, day and hour of the meeting and the
purpose or purposes thereof, shall be mailed to each Director addressed to him
at his residence or usual place of business at least three (3) days before the
day on which the meeting is to be held, or shall be sent to him by telegram, or
delivered to him personally, at least two (2) days before the day on which the
meeting is to be held. If mailed, such notice shall be deemed to be delivered
when it is deposited in the United States mail with postage thereon addressed to
the Director at his residence or usual place of business. If given by telegraph,
such notice shall be deemed to be delivered when it is delivered to the
telegraph company. The notice may be given by any officer having authority to
call the meeting. Any meeting of the Board of Directors shall be a legal meeting
without any notice thereof having been given if all Directors shall be present
or if all those not present shall waive notice of the meeting.
Section 7. Meetings by Telephone Conference or Similar Communications
Equipment. Unless otherwise restricted by the Articles of Incorporation, members
of the Board of Directors, or any committee designated by the Board, may
participate in a meeting of the Board or committee by means of telephone
conference or similar communications equipment by means of which all persons
participating in the meeting can hear each other, and participation in a meeting
pursuant hereto shall constitute presence in person at such meeting. All actions
agreed upon by the Board using telephone or similar communications equipment
shall be valid corporate actions provided a quorum of Directors participate in
such telephone or similar conference.
Section 8. Quorum. At all meetings of the Board a majority of the Directors
shall constitute a quorum, except that when a Board of one Director is
authorized under the provisions of Kansas General Corporation Code Section
17-6301, then one Director shall constitute a quorum, except as may be otherwise
specifically provided by statute or by the Articles of Incorporation. If a
quorum shall not be present at any meeting of the Board of Directors, the
Directors present thereat may adjourn the meeting from time to time, without
notice other than announcement at the meeting, until a quorum shall be present.
Section 9. Informal Action by Directors. Any action required or permitted
to be taken at any meeting of the Board of Directors or of any committee thereof
may be taken without a meeting, if all members of the Board or committee, as the
case may be, consent thereto in writing, and the writing or writings are filed
with the minutes of proceedings of the Board or committee.
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Section 10. Designation of Committees. The Board of Directors may, by
resolution passed by a majority of the whole Board, designate one or more
committees, each committee to consist of one or more of the Directors. The Board
may designate one or more Directors as alternate members of any committee, who
may replace any absent or disqualified member at any meeting of the committee.
In the absence or disqualification of a member of a committee, the member or
members thereof present at any meeting and not disqualified from voting, whether
or not he or they constitute a quorum, may unanimously appoint another member of
the Board of Directors to act at the meeting in the place of any such absent or
disqualified member. Any such committee, to the extent expressly provided in the
resolution of the Board of Directors, shall have and may exercise all the powers
and authority of the Board of Directors in the management of the business and
affairs of the Corporation, and may authorize the seal of the Corporation to be
affixed to all papers that may require such seal; but no such committee shall
have the power or authority in reference to amending the Articles of
Incorporation, except that a committee may, to the extent authorized in the
resolution or resolutions providing for the issuance of shares of stock adopted
by the Board of Directors as provided in Kansas General Corporation Code Section
17-6401, and amendments thereto, fix the designations and any of the preferences
or rights of such shares relating to dividends, redemption, dissolutions, any
distribution of assets of the Corporation or the conversion into, or the
exchange of such shares for, shares of any other class or classes or any other
series of the same or any other class or classes of stock of the Corporation or
fix the number of shares of any series of stock or authorize the increase or
decrease of the shares of any series, adopting an agreement of merger or
consolidation, recommending to the Stockholders the sale, lease or exchange of
all or substantially all of the Corporation's property and assets, recommending
to the Stockholders a dissolution of the Corporation or a revocation of a
dissolution, or amending the Bylaws of the Corporation; and, unless the
resolution so provides, no such committee shall have the power or authority to
declare a dividend or to authorize the issuance of stock or to adopt a
certificate of ownership and merger pursuant to Kansas General Corporation Code
Section 17-6703 and amendment thereto. Such committee or committees shall have
such name or names as may be determined from time to time by resolution adopted
by the Board of Directors.
Section 11. Minutes of Committee Meetings. Each committee shall keep
regular minutes of its meetings and report the same to the Board of Directors
when required.
Section 12. Compensation of Directors. The Board of Directors shall have
the authority to fix the compensation of Directors. The Directors may be paid
their expenses, if any, of attendance at each meeting of the Board of Directors
and may be paid a fixed sum for attendance at each meeting of the Board of
Directors or a stated salary as Director. No such payments shall preclude any
Director from serving the Corporation in any other capacity and receiving
compensation therefor. Members of special or standing committees may be allowed
like compensation for attending committee meetings.
Section 13. Vacancies. Any vacancies, however created, and newly created
directorships resulting from any increase in the authorized number of Directors
may be filled by a majority of the Directors then in office, even if less than a
quorum, or by a sole remaining Director. The Directors so chosen shall hold
office until the next annual election and until their successors are duly
elected and qualified, unless sooner displaced. If there are no Directors in
office, then an election of Directors may be held in the manner provided by
statute. If, at the
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time of filling any vacancy or any newly created directorship, the Directors
then in office shall constitute less than a majority of the whole Board (as
constituted immediately prior to any such increase), the District Court of the
State of Kansas, upon application of one or more Stockholders holding at least
ten percent (10%) of the total number of the outstanding shares at the time,
having the right to vote for such Directors, may summarily order an election to
be held to fill any such vacancies or newly created directorships, or to replace
the Directors chosen by the Directors then in office.
Section 14. Removal of Director. One or more Directors, whether elected by
the Stockholders or appointed by the Directors, may be removed from office, with
or without cause, at any time by the holders of a majority of the shares of
stock then entitled to vote at an election of Directors, except as may be
otherwise specifically provided by statute or by the Articles of Incorporation,
in which case, such express provision shall govern and control the removal of
Directors.
Section 15. Resignations. Any Director may resign at any time upon written
notice to the Corporation. Such resignation shall take effect at the time
specified therein or, if no time is specified therein, shall take effect upon
receipt thereof by the Corporation, and unless otherwise specified therein, the
acceptance of such resignation shall not be necessary to make it effective.
Article IV
OFFICERS
Section 1. Manner of Selection; Authorized Officers. The Board of Directors
shall elect such officers and give such officers any titles designated by the
Board. Each office shall have the duties prescribed in Section 6 of this
Article.
Section 2. Time for Selection of Officers. Officers of the Corporation
shall be elected by the Board of Directors at each of its annual meetings,
immediately following the annual meeting of Stockholders, or at such other time
as the Board deems necessary or appropriate to fill vacancies as provided by
Article IV, Section 5.
Section 3. Appointment of Agents. The Board of Directors may appoint such
other agents as it shall deem necessary or advisable to exercise such powers and
perform such duties as shall be determined from time to time by the Directors.
Section 4. Compensation. The compensation of all officers and agents of the
Corporation shall be fixed by the Board of Directors.
Section 5. Term. Each officer of the Corporation shall hold office until
his resignation, his removal, or his successor is duly elected and qualified,
whichever first occurs. Any officer elected or appointed by the Board of
Directors may be removed at any time, with or without cause, by the affirmative
vote of a majority of the Board of Directors. Any vacancy occurring in any
office of the Corporation shall be filled by the Board of Directors.
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Section 6. Duties. The officers of the Corporation shall have the following
duties:
The Chairman of the Board of Directors
The Board of Directors may authorize the appointment of a Chairman of the
Board of Directors. The Chairman may, but need not be, the President of the
Corporation. In the event the Board elects to authorize the appointment of a
Chairman, such Chairman shall possess general executive powers and duties of
supervision and management of the business of the Corporation and shall see that
all orders and resolutions of the Board of Directors are carried into effect. He
shall execute bonds, mortgages and other contracts requiring a seal, under the
seal of the Corporation, except where required or permitted by law to be
otherwise signed and executed and except where the signing and execution thereof
shall be expressly delegated by the Board of Directors to some other officer or
agent of the Corporation. The Chairman of the Board of Directors shall also
preside at all meetings of the Stockholders and Directors at which he may be
present and shall have such other duties, powers and authority as may be
prescribed elsewhere in these Bylaws.
The President
The President shall be the chief operating officer of the Corporation and
shall perform such duties and have such powers as the Board of Directors may
from time to time prescribe or which the Chairman of the Board may from time to
time delegate. In the absence of the Chairman of the Board of Directors, or in
the event of his inability or refusal to act, the President shall preside at all
meetings of the Stockholders and Directors, except that if the President is not
available to preside at a meeting of the Board of Directors, the President shall
designate a member of the Board to so preside.
The Vice-President
The Vice-President or Vice-Presidents shall perform such duties and have
such powers as the Board of Directors may from time to time prescribe or which
the Chairman of the Board of Directors or which the President may from time to
time delegate. In the absence of the President or in the event of his inability
or refusal to act, the Vice-President (or in the event there be more than one
Vice-President, the Vice-Presidents in the order designated, or in the absence
of any designation, then in the order of their election) shall perform the
duties of the President in his capacity as an officer (and not as a Director) of
the Corporation, and when so acting, shall have all the powers of and be subject
to all the restrictions upon the President.
The Secretary and Assistant Secretary
The Secretary or Assistant Secretary shall record all proceedings of the
meetings of the Board of Directors and all meetings of the Stockholders in a
book to be kept for that purpose and shall perform like duties for the standing
committees when required. The Secretary may also give, or cause to be given,
notice of all meetings of the Stockholders and special meetings of the Board of
Directors, and shall keep, or cause to be kept, an account of the stock
registered and transferred, and shall perform such other duties as may be
prescribed by the Board of Directors or which the Chairman of the Board of
Directors or which the President may from time to time delegate. The Secretary,
or such person as the Corporation designates, shall have custody of the
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corporate seal of the Corporation and he, or such designated person, shall have
authority to affix the corporate seal to any instrument requiring it. When so
affixed, such instrument may be attested by the signature of the Secretary or
the signature of an Assistant Secretary. The Board of Directors may give general
authority to any other officer to affix the seal of the Corporation and to
attest the affixing by his signature.
The Assistant Secretary, or if there be more than one, the Assistant
Secretaries in the order determined by the Board of Directors (or if there be no
such determination, then in the order of their election), shall, in the absence
of the Secretary or in the event of his inability or refusal to act, perform the
duties and exercise the powers of the Secretary and shall perform such other
duties and have such other powers as the Board of Directors may from time to
time prescribe, or which the Chairman of the Board of Directors or which the
President may from time to time delegate.
The Treasurer and Assistant Treasurer
The Treasurer shall have the custody of the Corporation's funds and
securities and shall keep full and accurate accounts of receipts and
disbursements in books belonging to the Corporation and shall deposit all moneys
and other valuable effects in the name and to the credit of the Corporation in
such depositories as may be designated by the Board of Directors.
Subject to the provisions of Article VI, Section 3, the Treasurer shall
disburse the funds of the Corporation, keeping appropriate record of such
disbursements, and shall render to the Board of Directors, at its regular
meetings, or when the Board of Directors so requires, an account of all his
transactions as Treasurer and of the financial condition of the Corporation.
If required by the Board of Directors, the Treasurer, or any Assistant
Treasurer, shall give the Corporation a bond (which shall be renewed at least
every six (6) years, unless sooner required by the Board of Directors) in such
sum and with such surety or sureties as shall be satisfactory to the Board of
Directors for the faithful performance of the duties of his office.
The Assistant Treasurer, or if there shall be more than one, the Assistant
Treasurers in the order determined by the Board of Directors (or if there be no
such determination, then in the order of their election), shall, in the absence
of the Treasurer or in the event of his inability or refusal to act, perform the
duties and exercise the powers of the Treasurer and shall perform such other
duties and have such other powers as the Board of Directors may from time to
time prescribe, or which the Chairman of the Board of Directors or the President
may from time to time delegate.
Article V
CERTIFICATES OF STOCK
Section 1. Certificate for Shares. Every holder of stock in the Corporation
shall be entitled to have a certificate, signed by the Chairman of the Board of
Directors or the President or a Vice-President and by the Treasurer or an
Assistant Treasurer or the Secretary or an Assistant Secretary of the
Corporation, certifying the number of shares owned by him in the Corporation. If
the Corporation shall be authorized to issue more than one class of stock or
more
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than one series of any class, the powers, designations, preferences and
relative, participating, optional or other special rights of each class of stock
or series thereof, and the qualifications, limitations or restrictions of such
preferences and/or rights shall be set forth in full or summarized on the face
or back of the certificate that the Corporation shall issue to represent such
class or series of stock; provided that, except as otherwise provided in Section
17-6426 of the Kansas General Corporation Code of 1972, as amended, in lieu of
the foregoing requirements, there may be set forth on the face or back of the
certificate that the Corporation shall issue to represent such class or series
of stock, a statement that the Corporation will furnish without charge to each
Stockholder who so requests the powers, designations, preferences and relative,
participating, optional or other special rights of each class of stock or series
thereof and the qualifications, limitations or restrictions of such preferences
and/or rights.
Section 2. Legends. All certificates or instruments evidencing securities
of any kind or nature issued by the Corporation shall bear the following legend
unless the offer and sale thereof by the Corporation has been registered under
the Securities Act of 1933 and all applicable state and other securities laws:
THE OFFER AND SALE OF THE SECURITIES EVIDENCED BY THIS INSTRUMENT
("SECURITIES") HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
AS AMENDED ("ACT"), NOR UNDER ANY APPLICABLE STATE OR OTHER SECURITIES
LAWS, IN RELIANCE UPON EXEMPTIONS THEREFROM. NEITHER THE SECURITIES NOR
ANY INTEREST IN THE SECURITIES MAY BE ASSIGNED, SOLD OR OTHERWISE
TRANSFERRED EXCEPT EITHER (A) UPON COMPLIANCE WITH THE REGISTRATION
PROVISIONS OF THE ACT AND ALL APPLICABLE STATE OR OTHER SECURITIES LAWS,
OR (B) UPON FURNISHING AN OPINION OF COUNSEL IN FORM, SUBSTANCE AND
CONTENT SATISFACTORY TO THE CORPORATION THAT ANY SUCH ASSIGNMENT, SALE OR
TRANSFER IS EXEMPT FROM REGISTRATION UNDER THE ACT AND ALL APPLICABLE
STATE OR OTHER SECURITIES LAWS.
Section 3. Facsimile Signatures. Where a certificate is countersigned by a
transfer agent or registrar who is not an officer or employee of the
Corporation, any other signature on the certificate may be facsimile. In case
any officer, transfer agent or registrar who has signed or whose facsimile
signature has been placed upon a certificate shall have ceased to be such
officer, transfer agent or registrar before such certificate is issued, it may
be issued by the Corporation with the same effect as if he were such officer,
transfer agent or registrar at the date of issue.
Section 4. Lost Certificates. The Board of Directors may direct a new
certificate or certificates to be issued in place of any certificate or
certificates theretofore issued by the Corporation alleged to have been lost,
stolen or destroyed, upon the making of an affidavit of that fact by the person
claiming the certificate of stock to be lost, stolen or destroyed. When
authorizing such issue of a new certificate or certificates, the Board of
Directors may, in its discretion and as a condition precedent to the issuance
thereof, require the owner of such lost, stolen or destroyed certificate or
certificates, or his legal representative, to advertise the same in such manner
as it shall require and to give the Corporation an indemnification or a bond in
such
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sum as it may direct as indemnity against any claim that may be made against the
Corporation with respect to the certificate alleged to have been lost, stolen or
destroyed.
Section 5. Transfer of Stock. Upon surrender to the Corporation or the
transfer agent of the Corporation or to any person designated by the
Corporation, of a certificate for shares duly endorsed or accompanied by proper
evidence of succession, assignment or authority to transfer, together with
evidence in form, substance and content satisfactory to counsel for the
Corporation establishing compliance with all applicable state and federal
securities laws or other laws or agreements restricting the transfer of such
shares, the Corporation shall issue a new certificate to the person entitled
thereto, cancel the old certificate and record the transaction upon its books.
Section 6. Fixing Record Date. In order that the Corporation may determine
the Stockholders entitled to notice of or to vote at any meeting of Stockholders
or any adjournment thereof, or to express consent to corporate action in writing
without a meeting, 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, in advance, a record date, that shall not be
more than sixty (60) nor less than ten (10) days before the date of such
meeting, nor more than sixty (60) days prior to any other action. 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 7. Registered Stockholders. The Corporation shall be entitled to
recognize the exclusive right of a person registered on its books as the owner
of shares to receive dividends, to vote as such owner, and to exercise such
other rights as are conferred upon the Corporation's Stockholders by statute,
the Corporation's Articles of Incorporation or the Bylaws. The Corporation shall
not be bound to recognize any equitable or other claim to or interest in any
such share or shares on the part of any other person who is not registered as
the owner thereof on the Corporation's books, whether or not the Corporation
shall have express or other notice thereof, except as otherwise provided by the
laws of Kansas.
Article VI
GENERAL PROVISIONS
Section 1. Payment of Dividends. Dividends upon the capital stock of the
Corporation, subject to the provisions of the Articles of Incorporation, may be
declared by the Board of Directors at any regular or special meeting, pursuant
to law. Dividends may be paid in cash, in property, or in shares of the capital
stock, subject to the provisions of the Articles of Incorporation.
Section 2. Special Purpose Reserves. Before payment of any dividend, there
may be set aside out of any funds of the Corporation available for dividends
such sum or sums as the Directors from time to time, in their absolute
discretion, think proper as a reserve or reserves to meet contingencies, or for
equalizing dividends, or for repairing or maintaining any property of the
Corporation, or for such other purpose as the Directors shall think conducive to
the interest of
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the Corporation, and the Directors may modify or abolish any such reserve in the
manner in which it was created.
Section 3. Checks. All checks or demands for money and notes of the
Corporation shall be signed by the Treasurer or such officer or officers or such
other person or persons as the Board of Directors may from time to time
authorize.
Article VII
SEAL
The corporate seal, if any, shall have inscribed thereon the name of the
Corporation and the words "KANSAS" and "CORPORATE SEAL". The seal may be used by
causing it or a facsimile thereof to be impressed or affixed or reproduced or
otherwise.
Article VIII
INDEMNIFICATION OF DIRECTORS, OFFICERS,
EMPLOYEES & AGENTS
Section 1. General. In addition to and without limiting the rights to
indemnification and advancement of expenses specifically provided for in the
other sections of this Article, the Corporation shall indemnify and advance
expenses to each person who is or was an officer or Director of the Corporation,
or who is or was serving at the request of the Corporation as a Director,
officer, employee, partner, trustee or agent of any Other Enterprise (as
hereinafter defined), to the full extent permitted by the laws of the State of
Kansas as in effect on the date of the adoption of this Article and as may
hereafter be amended.
Section 2. Indemnification Generally. The Corporation shall indemnify each
person who has been or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative (other than an action by or in the
right of the Corporation), by reason of the fact that such person is or was an
officer or Director of the Corporation or is or was serving at the request of
the Corporation as a Director, officer, employee, partner, trustee or agent of
any Other Enterprise, against all liabilities and expenses, including, without
limitation, judgments, amounts paid in settlement, attorneys' fees, ERISA excise
taxes or penalties, fines and other expenses actually and reasonably incurred by
such person in connection with such action, suit or proceeding, if such person
acted in good faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the Corporation and, with respect to any
criminal action or proceeding, had no reasonable cause to believe his conduct
was unlawful; provided, however, that the Corporation shall not be required to
indemnify or advance expenses to any person in connection with an action, suit
or proceeding initiated by such person (other than an action, suit or proceeding
initiated by such person to enforce his right to indemnification and advancement
of expenses pursuant to Section 7 hereof) unless the initiation of such action,
suit or proceeding was authorized in advance by the Board of Directors of the
Corporation.
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Section 3. Indemnification in Derivative Actions. The Corporation shall
indemnify each person who has been or is a party or is threatened to be made a
party to any threatened, pending or completed action or suit by or in the right
of the Corporation to procure a judgment in its favor by reason of the fact that
the person is or was a Director or officer of the Corporation or is or was
serving at the request of the Corporation as a Director, officer, employee,
partner, trustee or agent of any Other Enterprise, against all liabilities and
expenses, including, without limitation, amounts paid in settlement, attorneys'
fees and other expenses actually and reasonably incurred by such person in
connection with such action or suit, if such person acted in good faith and in a
manner he reasonably believed to be in or not opposed to the best interests of
the Corporation, except that no indemnification shall be made in respect to any
claim, issue or matter as to which such person shall have been adjudged to be
liable for negligence or misconduct in the performance of his duty to the
Corporation unless and only to the extent that the court in which such action or
suit was brought shall determine upon application that, despite the adjudication
of liability, but in view of all the circumstances of the case, such person is
fairly and reasonably entitled to indemnity for such expenses that the court
shall deem proper.
Section 4. Mandatory Indemnification. To the extent that a person referred
to in Sections 1, 2 or 3 of this Article has been successful in the merits or
otherwise in defense of any action, suit or proceeding referred to in Sections
1, 2 or 3 of this Article, or in defense of any claim, issue or matter therein,
such person shall be indemnified against all expenses actually and reasonably
incurred in connection therewith, including attorneys' fees.
Section 5. Standards for Discretionary Indemnification. Except as otherwise
provided in Section 4 of this Article, or unless the indemnification is ordered
by a court, any indemnification of a person by the Corporation pursuant to
Sections 1, 2 and 3 of this Article shall be made by the Corporation only as
authorized in the specific case upon a determination that indemnification of the
person is proper in the circumstances because the person has met the applicable
standard of conduct set forth in Sections 1, 2 or 3 of this Article. Such
determination shall be made (i) by the Board of Directors by a majority vote of
a quorum consisting of Directors who were not parties to such action or
proceeding, or (ii) if such a quorum is not attainable, or even if attainable,
should a quorum of disinterested Directors so direct, by independent legal
counsel in a written opinion or (iii) by the Stockholders. The termination of
any action, suit or proceeding by judgment, order, settlement, conviction or
under a plea of nolo contendere or its equivalent shall not, of itself, create a
presumption that such person did not act in good faith and in a manner which
such person reasonably believed to be in or not opposed to the best interests of
the Corporation and, with respect to any criminal action or proceeding, had
reasonable cause to believe his conduct was unlawful.
Section 6. Advancement of Expenses. Expenses (including attorneys' fees)
actually and reasonably incurred by a person who may be entitled to
indemnification hereunder in connection with the defense of a civil or criminal
action, suit or proceeding or in connection with the initiation of an action,
suit or proceeding by such person to enforce his right to indemnification and
advancement of expenses pursuant to this Section shall be paid by the
Corporation in advance of the final disposition of such action, suit or
proceeding upon receipt of an undertaking by or on behalf of such person to
repay such amount if it shall ultimately be determined that he is not entitled
to be indemnified by the Corporation. The Board of Directors
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may, in each individual case, impose any additional terms and conditions as they
shall deem appropriate.
Section 7. Enforcement of Indemnification and Advancement of Expenses.
Notwithstanding any other provision of this Article, including without
limitation Sections 2 and 3 hereof, in the event the Corporation refuses to
indemnify or advance expenses to any person or persons who may be entitled to be
indemnified or to have expenses advanced hereunder, then, to the extent
permitted by law, such person or persons shall have the right to maintain an
action in any court of competent jurisdiction against the Corporation to
determine whether or not such person has met the requisite standard of conduct
and is entitled to such indemnification or advancement of expenses hereunder. If
such court action is successful and the person or persons is determined to be
entitled to such indemnification, such person or persons shall be reimbursed by
the Corporation for all fees and expenses reasonably and actually incurred in
connection therewith (including, without limitation, the fees and expenses
reasonably and actually incurred in connection with the investigation, defense,
settlement or appeal of such action).
Section 8. Non-Exclusivity. The indemnification and the advancement of
expenses provided by this Article shall not be exclusive of any other rights to
which those seeking indemnification or advancement of expenses may be entitled
under any statute, the Articles of Incorporation, Bylaws or any agreement, vote
of Stockholders or disinterested Directors, policy of insurance or otherwise,
both as to action in their official capacity and as to action in another
capacity while holding their respective offices, and shall not limit in any way
any right which the Corporation may have to make additional indemnifications
with respect to the same or different persons or classes of persons. The
indemnification and advancement of expenses provided by, or granted pursuant to,
this Article shall continue as to any person who has ceased to hold any position
with the Corporation or any Other Enterprise, and shall inure to the benefit of
the heirs, executors, administrators and estate of such person.
Section 9. Insurance. Upon resolution passed by the Board of Directors, the
Corporation may purchase and maintain insurance on behalf of any person who is
or was a Director, officer, employee or agent of the Corporation or is or was
serving at the request of the Corporation as a Director, officer, employee,
partner, trustee or agent of any Other Enterprise, against any liability
asserted against him and incurred by him in such capacity, or arising out of his
status as such, whether or not the Corporation would have the power to indemnify
him against such liability under the provisions of this Article.
Section 10. Vesting of Rights. The rights granted by this Article shall be
vested in each person entitled to indemnification hereunder as a bargained-for,
contractual condition of such person's acceptance of his position as a Director
or officer of the Corporation, and while this Article may be amended or
repealed, no such amendment or repeal shall release, terminate or adversely
affect the rights of such person under this Article with respect to any act
taken or the failure to take any act by such person prior to such amendment or
repeal or with respect to any action, suit or proceeding with respect to such
act or failure to act filed after such amendment or repeal.
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Section 11. Definitions. For the purpose of this Article, references to:
(1) "Other Enterprises" or "Other Enterprise" shall include without
limitation any bank, corporation, partnership, joint venture, trust,
employee benefit plan or other venture;
(2) "fines" shall include any excise taxes assessed on a person with
respect to an employee benefit plan;
(3) "defense" shall include investigations of any threatened, pending
or completed action, suit or proceeding as well as appeals thereof and
shall also include any defensive assertion of a cross-claim or a
counterclaim;
(4) "serving at the request of the Corporation" shall include any
service as a Director, officer, employee or agent of the Corporation which
imposes duties on, or involves services by, such Director, officer,
employee or agent with respect to an employee benefit plan, its
participants or beneficiaries;
(5) "the Corporation" shall include, in addition to the resulting
corporation, any constituent corporation (including any constituent of a
constituent) absorbed in a consolidation or merger which, if its separate
existence had continued, would have had power and authority to indemnify
its Directors, officers and employees or agents, so that any person who is
or was a Director, officer, employee or agent of such constituent
corporation, or is or was serving at the request of such constituent
corporation as a Director, officer, employee, partner, trustee or agent of
any Other Enterprise, shall stand in the same position under this Article
with respect to the resulting or surviving corporation as such person would
have with respect to such constituent corporation if its separate existence
had continued.
As referred to in this Article, a person acting in good faith and in a manner he
reasonably believed to be in the interests of the participants and beneficiaries
of an employee benefit plan shall be deemed to have acted in a manner "not
opposed to the best interests of the Corporation." For the purpose of this
Article, unless the Board of Directors of the Corporation shall determine
otherwise, any Director or officer of the Corporation who shall serve as an
officer, Director, employee, partner, trustee or agent of any Other Enterprise
of which the Corporation, directly or indirectly, is a Stockholder or creditor,
or in which the Corporation is in any way interested, shall be presumed to be
serving in such a capacity at the request of the Corporation. In all other
instances where any person shall serve as a Director, officer, employee,
partner, trustee or agent of any Other Enterprise, if it is not otherwise
established that such person is or was serving in such a capacity at the request
of the Corporation, the Board of Directors of the Corporation shall determine
whether such person is or was serving at the request of the Corporation, and it
shall not be necessary to show any actual or prior request for such service,
which determination shall be final and binding on the Corporation and the person
seeking indemnification.
Section 12. Severability. If any provision of this Article or the
application of any such provision to any person or circumstance is held invalid,
illegal or unenforceable for any reason whatsoever, the remaining provisions of
this Article and the application of such provision to
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other persons or circumstances shall not be affected thereby and to the fullest
extent possible the court finding such provision invalid, illegal or
unenforceable shall modify and construe the provision so as to render it valid
and enforceable as against all persons or entities and to give the maximum
possible protection to persons subject to indemnification hereby within the
bounds of validity, legality and enforceability. Without limiting the generality
of the foregoing, if an officer or Director of the Corporation or any person who
is or was serving at the Corporation's request as a Director, officer, employee,
partner, trustee or agent of any Other Enterprise, is entitled under any
provision of this Article to indemnification by the Corporation for some or a
portion of the judgments, amounts paid in settlement, attorneys' fees, ERISA
excise taxes or penalties, fines or other expenses actually and reasonably
incurred by any such person in connection with any threatened, pending or
completed action, suit or proceeding (including without limitation the
investigation, defense, settlement or appeal of such action, suit or
proceeding), but not, however, for all of the total amount thereof, the
Corporation shall nevertheless indemnify such person for the portion thereof to
which such person is entitled.
Section 13. Personal Right. The right of any person to indemnification from
the Corporation under the provisions of this Article shall be a personal right,
and the Corporation shall have no liability hereunder to any insurer, Other
Enterprise or other person (other than the heirs, executors, administrators, or
estate of a person entitled thereto pursuant to Section 8 hereof) by reason of
subrogation, assignment or succession by any other means to the claim of any
person to indemnification from the Corporation hereunder.
Section 14. Regulatory Actions. Notwithstanding any other provision of this
Article, in no event shall the Corporation indemnify any person against
liabilities, penalties, or expenses incurred in connection with an
administrative proceeding or action instituted by a bank regulatory agency,
which proceeding or action results in a final order assessing civil money
penalties or requiring affirmative action by such person or persons in the form
of payments to the Corporation or any Other Enterprise.
Article IX
AMENDMENTS
These Bylaws may be altered, amended or repealed or new Bylaws may be
adopted as provided in the Articles of Incorporation.
Article X
MISCELLANEOUS
Section 1. Construction. The titles of the paragraphs and subparagraphs
have been inserted as a matter of convenience and reference only, and shall not
control or affect the meaning or construction of these Bylaws. Use of the
masculine gender shall also be deemed to refer to the feminine gender and neuter
gender and the singular to the plural unless the context clearly requires
otherwise.
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