EXHIBIT 3.1
ARTICLES OF INCORPORATION
OF
CBCT BANCSHARES, INC.
The Undersigned, Brad M. Hurta, whose address is 312 Main Street,
Smithville, Texas, being at least 18 years of age, acting as sole incorporator,
does hereby form a corporation under the General Laws of the State of Maryland
having the following Articles:
ARTICLE 1. Name. The name of the corporation is CBCT Bancshares, Inc.
(herein the "Corporation").
ARTICLE 2. Principal Office. The address of the principal office of the
Corporation in the State of Maryland is c/o The Corporation Trust Incorporated,
300 East Lombard Street, Baltimore, Maryland 21202.
ARTICLE 3. Purpose. The purpose of the Corporation is to engage in any
lawful act or activity for which the corporation may be organized under the
General Corporation Law of the State of Maryland (the "MGCL").
ARTICLE 4. Resident Agent. The name and address of the registered agent
of the Corporation in the State of Maryland is The Corporation Trust
Incorporated, 300 East Lombard Street, Baltimore, Maryland 21202. Said resident
agent is a Maryland corporation.
ARTICLE 5. Initial Directors. The number of directors constituting the
initial board of directors of the Corporation is seven, which number may be
increased or decreased pursuant to the Bylaws of the Corporation and ARTICLE 9
of the Articles of Incorporation, but shall never be less than the minimum
number permitted by the MGCL now or hereafter in force. The names of the persons
who are to serve as directors until their successors are elected and qualified,
are:
Name Term to Expire in
Georgina Chronis 2002
James A. Cowan 2001
Gordon N. Fowler 2003
Barry Hannah 2003
Brad M. Hurta 2003
Rodney E. Langer 2002
Mike C. Maney 2001
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ARTICLE 6.
Capital Stock. The total number of shares of capital stock which the
Corporation shall have the authority to issue is five million (5,000,000) shares
consisting of:
1. One million (1,000,000) shares of preferred stock, par value one
cent ($.0l) per share (the "Preferred Stock"); and
2. Four million (4,000,000) shares of common stock, par value one cent
($.0l) per share (the "Common Stock").
The aggregate par value of all the authorized of capital stock is fifty
thousand dollars ($50,000). Except to the extent required by governing law, rule
or regulation, the shares of capital stock may be issued from time to time by
the Board of Directors without further approval of the stockholders of the
Corporation. The Corporation shall have the authority to purchase its capital
stock out of funds lawfully available therefore which funds shall include,
without limitation, the Corporation's unreserved and unrestricted capital
surplus.
B. Preferred Stock. The Board of Directors is hereby expressly
authorized, subject to any limitations prescribed by law, to provide for the
issuance of the shares of Preferred Stock in series, to establish from time to
time the number of shares to be included in each such series, and to fix the
designation, powers, preferences and rights of the shares of each such series
and any qualifications, limitations or restrictions thereof. The number of
authorized shares of the Preferred Stock may be increased or decreased (but not
below the number of shares thereof then outstanding) by the affirmative vote of
the holders of a majority of the Common Stock, without a vote of the holders of
the Preferred Stock, or of any series thereof, unless a vote of any such holders
is required pursuant to the terms of the Preferred Stock.
C. Common Stock. Except as provided for in the Articles of
Incorporation (or any resolution or resolutions adopted by the Board of
Directors pursuant hereto) the exclusive voting power shall be vested in the
Common Stock, the holders thereof being entitled to one vote for each share of
such Common Stock standing in the holder's name on the books of the Corporation.
Subject to any rights and preferences of any class of stock having preferences
over the Common Stock, holders of Common Stock shall be entitled to such
dividends as may be declared by the Board of Directors out of funds lawfully
available therefor. Upon any liquidation, dissolution or winding up of the
affairs of the Corporation, whether voluntary or involuntary, holders of Common
Stock shall be entitled to receive pro rata the remaining assets of the
Corporation after payment or provision for payment of all debts and liabilities
of the Corporation and payment or provision for payment of any amounts owed to
the holders of any class of stock having preference over the Common Stock on
distributions on liquidation, dissolution or winding up of the Corporation.
D. Restrictions on Voting Rights of the Corporation's Equity
Securities.
1. Notwithstanding any other provision of these Articles of
Incorporation, in no event shall any record owner of any outstanding
Common Stock which is beneficially
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owned, directly or indirectly, by a person who, as of any record date
for the determination of stockholders entitled to vote on any matter,
beneficially owns in excess of 10% of the then-outstanding shares of
Common Stock (the "Limit"), be entitled, or permitted to any vote in
respect of the shares held in excess of the Limit. The number of votes
which may be cast by any record owner by virtue of the provisions
hereof in respect of Common Stock beneficially owned by such person
owning shares in excess of the Limit shall be a number equal to the
total number of votes which a single record owner of all Common Stock
owned by such person would be entitled to cast, multiplied by a
fraction, the numerator of which is the number of shares of such class
or series beneficially owned by such person and owned of record by such
record owner and the denominator of which is the total number of shares
of Common Stock beneficially owned by such person owning shares in
excess of the Limit.
2. The following definitions shall apply to this Section D of
this Article.
(a) An "affiliate" of a specified person shall mean a
person that directly, or indirectly through one or more
intermediaries, controls, or is controlled by, or is under
common control with, the person specified.
(b) "Beneficial ownership" shall be determined
pursuant to Rule 13d-3 of the General Rules and Regulations
under the Securities Exchange Act of 1934 (or any successor
rule or statutory provision), or, if said Rule 13d-3 shall be
rescinded and there shall be no successor rule or statutory
provision thereto, pursuant to said Rule 13d-3 as in effect on
December 31, 1999; Provided, however, that a person shall, in
any event, also be deemed the "beneficial owner" of any Common
Stock:
(1) which such person or any of its
affiliates beneficially owns, directly or indirectly;
or
(2) which such person or any of its
affiliates has (i) the right to acquire (whether such
right is exercisable immediately or only after the
passage of time), pursuant to any agreement,
arrangement or understanding (but shall not be deemed
to be the beneficial owner of any voting shares
solely by reason of an agreement, contract, or other
arrangement with this Corporation to effect any
transaction which is described in any one or more of
the clauses of Section A of ARTICLE 10) or upon the
exercise of conversion rights, exchange rights,
warrants, or options or otherwise, or (ii) sole or
shared voting or investment power with respect
thereto pursuant to any agreement, arrangement,
understanding, relationship or otherwise (but shall
not be deemed to be the beneficial owner of any
voting shares solely by reason of a revocable proxy
granted for a particular meeting of stockholders,
pursuant to a public solicitation of proxies for such
meeting, with respect to shares of which neither such
person nor any such affiliate is otherwise deemed the
beneficial owner), or
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(3) which are beneficially owned, directly
or indirectly, by any other person with which such
first mentioned person or any of its affiliates acts
as a partnership, limited partnership, syndicate or
other group pursuant to any agreement, arrangement or
understanding for the purpose of acquiring, holding,
voting or disposing of any shares of capital stock of
this Corporation;
and provided further, however, that (1) no director or officer
of this Corporation (or any affiliate of any such director or
officer) shall, solely by reason of any or all of such
directors or officers acting in their capacities as such, be
deemed, for any purposes hereof, to beneficially own any
Common Stock beneficially owned by any other such director or
officer (or any affiliate thereof), and (2) neither any
employee stock ownership or similar plan of this Corporation
or any subsidiary of this Corporation nor any trustee with
respect thereto (or any affiliate of such trustee) shall,
solely by reason of such capacity of such trustee, be deemed,
for any purposes hereof, to beneficially own any Common Stock
held under any such plan. For purposes of computing the
percentage beneficial ownership of Common Stock of a person,
the outstanding Common Stock shall include shares deemed owned
by such person through application of this subsection but
shall not include any other Common Stock which may be issuable
by this Corporation pursuant to any agreement, or upon
exercise of conversion rights, warrants or options, or
otherwise. For all other purposes, the outstanding Common
Stock shall include only Common Stock then outstanding and
shall not include any Common Stock which may be issuable by
this Corporation pursuant to any agreement, or upon the
exercise of conversion rights, warrants or options, or
otherwise.
(c) A "Person" shall mean any individual, firm,
corporation, or other entity.
(d) The Board of Directors shall have the power to
construe and apply the provisions of this section and to make
all determinations necessary or desirable to implement such
provisions, including but not limited to matters with respect
to (1) the number of shares of Common Stock beneficially owned
by any person, (2) whether a person is an affiliate of
another, (3) whether a person has an agreement, arrangement,
or understanding with another as to the matters referred to in
the definition of beneficial ownership, (4) the application of
any other definition or operative provision of this Section to
the given facts, or (5) any other matter relating to the
applicability or effect of this Section.
3. The Board of Directors shall have the right to demand that
any person who is reasonably believed to beneficially own Common Stock
in excess of the Limit (or holds of record Common Stock beneficially
owned by any person in excess of the Limit) (a "Holder in Excess")
supply the Corporation with complete information as to (a) the record
owner(s) of all shares beneficially owned by such Holder in Excess, and
(b) any other factual matter relating to the applicability or effect of
this section as may reasonably be requested
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of such Holder in Excess. The Board of Directors shall further have the
right to receive from any Holder in Excess reimbursement for all
expenses incurred by the Board in connection with its investigation of
any matters relating to the applicability or effect of this section on
such Holder in Excess, to the extent such investigation is deemed
appropriate by the Board of Directors as a result of the Holder in
Excess refusing to supply the Corporation with the information
described in the previous sentence.
4. Except as otherwise provided by law or expressly provided
in this Section D, 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 one-third of the votes (after giving effect, if
required, to the provisions of this Section) 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, and
every reference in these Articles of Incorporation to a majority or
other proportion of capital stock (or the holders thereof) for purposes
of determining any quorum requirement or any requirement for
stockholder consent or approval shall be deemed to refer to such
majority or other proportion of the votes (or the holders thereof) then
entitled to be cast in respect of such capital stock.
5. Any constructions, applications, or determinations made by
the Board of Directors, pursuant to this Section in good faith and on
the basis of such information and assistance as was then reasonably
available for such purpose, shall be conclusive and binding upon the
Corporation and its stockholders.
6. In the event any provision (or portion thereof) of this
Section D shall be found to be invalid, prohibited or unenforceable for
any reason, the remaining provisions (or portions thereof) of this
Section shall remain in full force and effect, and shall be construed
as if such invalid, prohibited or unenforceable provision had been
stricken herefrom or otherwise rendered inapplicable, it being the
intent of this Corporation and its stockholders that each such
remaining provision (or portion thereof) of this Section D remain, to
the fullest extent permitted by law, applicable and enforceable as to
all stockholders, including stockholders owning an amount of stock over
the Limit, notwithstanding any such finding.
E. Voting Rights of Certain Control Shares. Notwithstanding
any contrary provision of law, the provisions of Subtitle 7 of Title 3 of the
MGCL, now or hereafter in force, shall not apply to the voting rights of the
Common Stock of the Corporation as to all existing and future holders of Common
Stock of the Corporation.
F. Majority Vote. Notwithstanding any provision of law
requiring the authorization of any action by a greater proportion than a
majority of the total number of shares of all classes of capital stock or of the
total number of shares of any class of capital stock, such action shall be valid
and effective if authorized by the affirmative vote of the holders of a majority
of the total number of shares of all classes outstanding and entitled to vote
thereon, except as otherwise provided in the Articles of Incorporation.
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ARTICLE 7. Preemptive Rights. No holder of the capital stock of the
Corporation or series of stock or of options, warrants or other rights to
purchase shares of any class or series of stock or of other securities of the
Corporation shall have any preemptive right to purchase or subscribe for any
unissued capital stock of any class or series, or any unissued bonds,
certificates of indebtedness, debentures or other securities convertible into or
exchangeable for capital stock of any class or series or carrying any right to
purchase stock of any class or series.
ARTICLE 8. Directors.
A. Management of the Corporation. The business and affairs of
the Corporation shall be managed by or under the direction of the Board of
Directors. In addition to the powers and authority expressly conferred upon them
by Statute or by the Articles of Incorporation or the Bylaws of the Corporation,
the directors are hereby empowered to exercise all such powers and do all such
acts and things as may be exercised or done by the Corporation.
B. Number, Class and Terms of Directors; Cumulative Voting.
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 Board.
The directors, other than those who may be elected by the holders of any class
or series of Preferred Stock, shall be divided into three classes, as nearly
equal in number as reasonably possible, with the term of office of the first
class to expire at the conclusion of the first annual meeting of stockholders,
the term of office of the second class to expire at the conclusion of the annual
meeting of stockholders one year thereafter and the term of office of the third
class to expire at the conclusion of the annual meeting of stockholders two
years thereafter, with each director to hold office until his or her successor
shall have been duly elected and qualified. At each annual meeting of
stockholders, directors elected to succeed those directors whose terms expire
shall be elected for a term of office to expire at the third succeeding annual
meeting of stockholders after their election, with each director to hold office
until his or her successor shall have been duly elected and qualified.
Stockholders shall not be permitted to cumulate their votes in the election of
directors.
C. Vacancies. Subject to the rights of the holders of any
series of Preferred Stock then outstanding, newly created directorships
resulting from any increase in the authorized number of directors or any
vacancies on the Board of Directors resulting from death, resignation,
retirement, disqualification, removal from office or other cause shall be filled
only by a majority vote of the directors then in office, though less than a
quorum. A director so chosen by the remaining directors shall hold office until
the next succeeding annual meeting of stockholders, at which time the
stockholders shall elect a director to hold office for the balance of the term
then remaining. No decrease in the number of directors constituting the Board of
Directors shall shorten the term of any incumbent director.
D. Removal. Subject to the rights of the holders of any series
of Preferred Stock then outstanding, any directors, or the entire Board of
Directors, may be removed from office at any time, but only for cause and then
only by the affirmative vote of the holders of at least 80% of the combined
voting power of all of the then-outstanding shares of capital stock of the
Corporation
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entitled to vote generally in the election of directors (after giving effect to
the provisions of ARTICLE 6 of the Articles of Incorporation) voting together as
a single class.
E. Stockholder Proposals and Nominations of Directors. For any
stockholder proposal to be presented in connection with an annual meeting of
stockholders of the Corporation, including any nomination or proposal relating
to the nomination of a director to be elected to the Board of Directors of the
Corporation, the stockholder must have given timely written notice thereof to
the Secretary of the Corporation in the manner and containing the information
required by the Bylaws of the Corporation. Stockholder proposals to be presented
in connection with a special meeting of stockholders will be presented by the
Corporation only to the extent required by Section 2-502 of the MGCL and the
Bylaws of the Corporation.
ARTICLE 9. Bylaws. The Board of Directors is expressly empowered to
adopt, amend or repeal the Bylaws of the Corporation. Any adoption, amendment or
repeal of the Bylaws of the Corporation by the Board of Directors shall require
the approval of a majority of the total number of directors which the
Corporation would have if there were no vacancies on the Board of Directors. The
stockholders shall also have power to adopt, amend or repeal the Bylaws of the
Corporation. In addition to any vote of the holders of any class or series of
stock of this Corporation required by law or by the Articles of Incorporation,
the affirmative vote of the holders of at least 80% of the voting power of all
of the then-outstanding shares of the capital stock of the Corporation entitled
to vote generally in the election of directors (after giving effect to the
provisions of ARTICLE 6 hereof), voting together as a single class, shall be
required to adopt, amend or repeal any provisions of the Bylaws of the
Corporation.
ARTICLE 10. Approval of Certain Business Combinations.
A. Super-majority Voting Requirement; Business Combination
Defined. In addition to any affirmative vote required by law or the Articles of
Incorporation, and except as otherwise expressly provided in this Section:
1. any merger or consolidation of the Corporation or any
Subsidiary (as hereinafter defined) with (a) any Interested Stockholder
(as hereinafter defined) or (b) any other corporation (whether or not
itself an Interested Stockholder) which is, or after such merger or
consolidation would be, an Affiliate (as hereinafter defined) of an
Interested Stockholder; or
2. any sale, lease, exchange, mortgage, pledge, transfer or
other disposition (in one transaction or a series of transactions) to
or with any Interested Stockholder, or any Affiliate of any Interested
Stockholder, of any assets of the Corporation or any Subsidiary having
an aggregate Fair Market Value (as hereafter defined) equaling or
exceeding 25% or more of the combined assets of the Corporation and its
Subsidiaries, or
3. the issuance or transfer by the Corporation or any
Subsidiary (in one transaction or a series of transactions) of any
securities of the Corporation or any Subsidiary to any Interested
Stockholder or any Affiliate of any Interested Stockholder in exchange
for
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cash, securities or other property (or a combination thereof) having an
aggregate Fair Market Value equaling or exceeding 25% of the combined
assets of the Corporation and its Subsidiaries except pursuant to an
employee benefit plan of the Corporation or any Subsidiary thereof; or
4. the adoption of any plan or proposal for the liquidation or
dissolution of the Corporation proposed by or on behalf of any
Interested Stockholder or any Affiliate of any Interested Stockholder;
or
5. any reclassification of securities (including any reverse
stock split), or recapitalization of the Corporation, or any merger or
consolidation of the Corporation with any of its Subsidiaries or any
other transaction (whether or not with or into or otherwise involving
an Interested Stockholder) which has the effect, directly or
indirectly, of increasing the proportionate share of the outstanding
shares of any class of equity or convertible securities of the
Corporation or any Subsidiary which is directly or indirectly owned by
any Interested Stockholder or any Affiliate of any Interested
Stockholder (a "Disproportionate Transaction"); provided, however, that
no such transaction shall be deemed a Disproportionate Transaction if
the increase in the proportionate ownership of the Interested
Stockholder or Affiliate as a result of such transaction is no greater
than the increase experienced by the other stockholders generally;
shall require the affirmative vote of the holders of at least 80% of the voting
power of the then-outstanding shares of stock of the Corporation entitled to
vote in the election of directors (the "Voting Stock"), voting together as a
single class. Such affirmative vote shall be required notwithstanding the fact
that no vote may be required, or that a lesser percentage may be specified, by
law or by any other provisions of the Articles of Incorporation or any Preferred
Stock or in any agreement with any national securities exchange or quotation
system or otherwise.
The term "Business Combination" as used in this Article shall
mean any transaction which is referred to in any one or more of paragraphs 1
through 5 of Section A of this Article.
B. Exception to Super-majority Voting Requirement. The
provisions of Section A of this Article shall not be applicable to any
particular Business Combination, and such Business Combination shall require
only the affirmative vote of the majority of the outstanding shares of capital
stock entitled to vote, or such vote as is required by law or by the Articles of
Incorporation, if, in the case of any Business Combination that does not involve
any cash or other consideration being received by the stockholders of the
Corporation solely in their capacity as stockholders of the Corporation, the
condition specified in the following paragraph 1 is met or, in the case of any
other Business Combination, all of the conditions specified in either of the
following paragraphs 1 and 2 are met:
1. The Business Combination shall have been approved by a
majority of the Disinterested Directors (as hereinafter defined).
2. All of the following conditions shall have been met:
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(a) The aggregate amount of the cash and the Fair
Market Value as of the date of the consummation of the
Business Combination of consideration other than cash to be
received per share by the holders of Common Stock in such
Business Combination shall at least be equal to the higher of
the following:
(i) (if applicable) the Highest Per Share
Price, including any brokerage commissions, transfer
taxes and soliciting dealers' fees, paid by the
Interested Stockholder or any of its Affiliates for
any shares of Common stock acquired by it (i) within
the two-year period immediately prior to the first
public announcement of the proposal of the Business
Combination (the "Announcement Date"), or (ii) in the
transaction in which it became an Interested
Stockholder, whichever is higher.
(ii) the Fair Market Value per share of
Common Stock on the Announcement Date or on the date
on which the Interested Stockholder became an
Interested Stockholder (such latter date is referred
to in this Article as the "Determination Date"),
whichever is higher.
(b) The aggregate amount of the cash and the Fair
Market Value as of the date of the consummation of the
Business Combination or consideration other than cash to be
received per share by holders of shares of any class of
outstanding Voting Stock other than Common Stock shall be at
least equal to the highest of the following (it being intended
that the requirements of this subparagraph (b) shall be
required to be met with respect to every such class of
outstanding Voting Stock, whether or not the Interested
Stockholder has previously acquired any shares of a particular
class of Voting Stock):
(i) (if applicable) the Highest Per Share
Price (as hereinafter defined), including any
brokerage commissions, transfer taxes and soliciting
dealers' fees, paid by the Interested Stockholder for
any shares of such class of Voting Stock acquired by
it (i) within the two-year period immediately prior
to the Announcement Date, or (ii) in the transaction
in which it became an Interested Stockholder,
whichever is higher;
(ii) (if applicable) the highest
preferential amount per share to which the holders of
shares of such class of Voting Stock are entitled in
the event of any voluntary or involuntary
liquidation, dissolution or winding up of the
Corporation; and
(iii) the Fair Market Value per share of
such class of Voting Stock on the Announcement Date
or on the Determination Date, whichever is higher.
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(c) The consideration to be received by holders of a
particular class of outstanding Voting Stock (including Common
Stock) shall be in cash or in the same form as the Interested
Stockholder has previously paid for shares of such class of
Voting Stock. If the Interested Stockholder has paid for
shares of any class of Voting Stock with varying forms of
consideration, the form of consideration to be received per
share by holders of shares of such class of Voting Stock shall
be either cash or the form used to acquire the largest number
of shares of such class of Voting Stock previously acquired by
the Interested Stockholder. The price determined in accordance
with Section B.2. of this Article shall be subject to
appropriate adjustment in the event of any stock dividend,
stock split, combination of shares or similar event.
(d) After such Interested Stockholder has become an
Interested Stockholder and prior to the consummation of such
Business Combination; (i) except as approved by a majority of
the Disinterested Directors, there shall have been no failure
to declare and pay at the regular date therefor any full
quarterly dividends (whether or not cumulative) on any
outstanding stock having preference over the Common Stock as
to dividends or liquidation; (ii) there shall have been (X) no
reduction in the annual rate of dividends paid on the Common
Stock (except as necessary to reflect any subdivision of the
Common Stock), except as approved by a majority of the
Disinterested Directors, and (Y) an increase in such annual
rate of dividends as necessary to reflect any reclassification
(including any reverse stock split), recapitalization,
reorganization or any similar transaction which has the effect
of reducing the number of outstanding shares of Common Stock,
unless the failure to so increase such annual rate is approved
by a majority of the Disinterested Directors; and (iii)
neither such Interested Stockholder nor any of its Affiliates
shall have become the beneficial owner of any additional
shares of Voting Stock except as part of the transaction which
results in such Interested Stockholder becoming an Interested
Stockholder.
(e) After such Interested Stockholder has become an
Interested Stockholder, such Interested Stockholder shall not
have received the benefit, directly or indirectly (except
proportionately as a stockholder), of any loans, advances,
guarantees, pledges or other financial assistance or any tax
credits or other tax advantages provided by the Corporation,
whether in anticipation of or in connection with such Business
Combination or otherwise.
(f) A proxy or information statement describing the
proposed Business Combination and complying with the
requirements of the Securities Exchange Act of 1934 and the
rules and regulations thereunder (or any subsequent provisions
replacing such Act, rules or regulations) shall be mailed to
stockholders of the Corporation at least 30 days prior to the
consummation of such Business Combination (whether or not such
proxy or information statement is required to be mailed
pursuant to such Act or subsequent provisions).
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C. Certain Definitions. For the purposes of this Article:
1. A "Person" shall include an individual, a group acting in
concert, a corporation, a partnership, an association, a joint venture,
a pool, a joint stock company, a trust, an unincorporated organization
or similar company, a syndicate or any other group formed for the
purpose of acquiring, holding or disposing of securities.
2. "Interested Stockholder" shall mean any Person (other than
the Corporation or any holding company or Subsidiary thereof) who or
which:
(a) is the beneficial owner, directly or indirectly,
of more than 10% of the voting power of the outstanding Voting
Stock; or
(b) is an Affiliate of the Corporation and at any
time within the two-year period immediately prior to the date
in question was the beneficial owner, directly or indirectly,
of 10% or more of the voting power of the then-outstanding
Voting Stock; or
(c) is an assignee of or has otherwise succeeded to
any shares of Voting Stock which were at any time within the
two-year period immediately prior to the date in question
beneficially owned by any Interested Stockholder, if such
assignment or succession shall have occurred in the course of
a transaction or series of transactions not involving a public
offering within the meaning of the Securities Act of 1933.
3. A Person shall be a "beneficial owner" of any Voting Stock:
(a) which such Person or any of its Affiliates or
Associates (as hereinafter defined) beneficially owns,
directly or indirectly within the meaning of Rule 13d-3 under
the Securities Exchange Act of 1934, as in effect on December
31, 1999; or
(b) which such Person or any of its Affiliates or
Associates has (i) the right to acquire (whether such right is
exercisable immediately or only after the passage of time),
pursuant to any agreement, arrangement or understanding or
upon the exercise of conversion rights, exchange rights,
warrants or options, or otherwise, or (ii) the right to vote
pursuant to any agreement, arrangement or understanding (but
neither such Person nor any such Affiliate or Associate shall
be deemed to be the beneficial owner of any shares of Voting
Stock solely by reason of a revocable proxy granted for a
particular meeting of stockholders, pursuant to a public
solicitation of proxies for such meeting, and with respect to
which shares neither such Person nor any such Affiliate or
Associate is otherwise deemed the beneficial owner); or
(c) which are beneficially owned, directly or
indirectly within the meaning of Rule 13d-3 under the
Securities Exchange Act of 1934, as in effect on December 31,
1999, by any other Person with which such Person or any of its
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Affiliates or Associates has any agreement, arrangement or
understanding for the purposes of acquiring, holding, voting
(other than solely by reason of a revocable proxy as described
in Subparagraph (b) of this Paragraph 3) or in disposing of
any shares of Voting Stock;
provided, however, that, in the case of any employee stock ownership or
similar plan of the Corporation or of any Subsidiary in which the
beneficiaries thereof possess the right to vote any shares of Voting
Stock held by such plan, no such plan nor any trustee with respect
thereto (nor any Affiliate of such trustee), solely by reason of such
capacity of such trustee, shall be deemed, for any purposes hereof, to
beneficially own any shares of Voting Stock held under any such plan.
4. For the purpose of determining whether a Person is an
Interested Stockholder pursuant to Section C.2., the number of shares
of Voting Stock deemed to be outstanding shall include shares deemed
owned through application of this Section C.3. but shall not include
any other shares of Voting Stock which may be issuable pursuant to any
agreement, arrangement or understanding, or upon exercise of conversion
rights, warrants or options, or otherwise.
5. "Affiliate" and "Associate" shall have the respective
meanings ascribed to such terms in Rule 12b-2 of the General Rules and
Regulations under the Securities Exchange Act of 1934, as in effect on
December 31, 1999.
6. "Subsidiary" means any corporation of which a majority of
any class of equity security is owned, directly or indirectly, by the
Corporation; Provided, however, that for the purposes of the definition
of Interested Stockholder set forth in this Section C.2., the term
"Subsidiary" shall mean only a corporation of which a majority of each
class of equity security is owned, directly or indirectly, by the
Corporation.
7. "Disinterested Director" means any member of the Board of
Directors who is unaffiliated with the Interested Stockholder and was a
member of the Board of Directors prior to the time that the Interested
Stockholder became an Interested Stockholder, and any director who is
thereafter chosen to fill any vacancy on the Board of Directors or who
is elected and who, in either event, is unaffiliated with the
Interested Stockholder, and in connection with his or her initial
assumption of office is recommended for appointment or election by a
majority of Disinterested Directors then on the Board of Directors.
8. "Fair Market Value" means: (a) in the case of stock, the
highest closing sales price of the stock during the 30-day period
immediately preceding the date in question of a share of such stock on
the Nasdaq System or any system then in use, or, if such stock is
admitted to trading on a principal United States securities exchange
registered under the Securities Exchange Act of 1934, Fair Market Value
shall be the highest sale price reported during the 30-day period
preceding the date in question, or, if no such quotations are
available, the Fair Market Value on the date in question of a share of
such stock as determined by the Board of Directors in good faith, in
each case with respect to any class of
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stock, appropriately adjusted for any dividend or distribution in
shares of such stock or in combination or reclassification of
outstanding shares of such stock into a smaller number of shares of
such stock, and (b) in the case of property other than cash or stock,
the Fair Market Value of such property on the date in question as
determined by the Board of Directors in good faith.
9. Reference to "Highest Per Share Price" shall in each case
with respect to any class of stock reflect an appropriate adjustment
for any dividend or distribution in shares of such stock or any stock
split or reclassification of outstanding shares of such stock into a
greater number of shares of such stock or any combination or
reclassification of outstanding shares of such stock into a smaller
number of shares of such stock.
10. In the event of any Business Combination in which the
Corporation survives, the phrase "consideration other than cash to be
received" as used in Sections B.2.(a) and B.2.(b) of this ARTICLE 10
shall include the shares of Common Stock and/or the shares of any other
class of outstanding Voting Stock retained by the holders of such
shares.
D. Construction and Interpretation. A majority of the
Disinterested Directors of the Corporation shall have the power and duty to
determine for the purposes of this Article, on the basis of information known to
them after reasonable inquiry, (a) whether a person is an Interested
Stockholder; (b) the number of shares of Voting Stock beneficially owned by any
person; (c) whether a person is an Affiliate or Associate of another; and (d)
whether the assets which are the subject of any Business Combination have, or
the consideration to be received for the issuance or transfer of securities by
the Corporation or any Subsidiary in any Business Combination has, an aggregate
Fair Market Value equaling or exceeding 25% of the combined assets of the
Corporation and its Subsidiaries. A majority of the Disinterested Directors
shall have the further power to interpret all of the terms and provisions of
this Article.
E. Fiduciary Duty. Nothing contained in this Article shall be
construed to relieve any Interested Stockholder from any fiduciary obligation
imposed by law.
F. Maryland Business Combination Statute. Notwithstanding any
contrary provision of law, the provisions of Sections 3-601 through 3-604 of the
MGCL, as now and hereafter in force, shall not apply to any business combination
(as defined in Section 3-601(e) of the MGCL, as now and hereafter in force), of
the Corporation.
ARTICLE 11. Evaluation of Certain Offers. The Board of Directors of the
Corporation, when evaluating any offer of another Person (as defined in ARTICLE
10 hereof) to (A) make a tender or exchange offer for any equity security of the
Corporation, (B) merge or consolidate the Corporation with another corporation
or entity, or (C) purchase or otherwise acquire all or substantially all of the
properties and assets of the Corporation, may, in connection with the exercise
of its judgment in determining what is in the best interest of the Corporation
and its stockholders, give due consideration to all relevant factors, including,
without limitation, the social and economic effect of acceptance of such offer
on the Corporation's present and future customers and employees and those of its
Subsidiaries (as defined in ARTICLE 10 hereof); on the communities in which the
13
Corporation and its Subsidiaries operate or are located; on the ability of the
Corporation to fulfill its corporate objectives as a financial institution
holding company and on the ability of its subsidiary financial institution to
fulfill the objectives of a federally insured financial institution under
applicable statutes and regulations.
ARTICLE 12. Indemnification, etc. of Directors and Officers.
A. Indemnification. The Corporation shall indemnify (1) its
current and former directors and officers, whether serving the Corporation or at
its request any other entity, to the fullest extent required or permitted by the
MGCL now or hereafter in force (but, in the case of any amendment, only to the
extent that such amendment permits the Corporation to provide broader
indemnification rights than such law permitted the Corporation to provide prior
to such amendment), including the advancement of expenses under the procedures
and to the fullest extent permitted by law, and (2) other employees and agents
to such extent as shall be authorized by the Board of Directors and permitted by
law; provided, however, that, except as provided in Section B hereof with
respect to proceedings to enforce rights to indemnification, the Corporation
shall indemnify any such indemnitee in connection with a proceeding (or part
thereof) initiated by such indemnitee only if such proceeding (or part thereof)
was authorized by the Board of Directors of the Corporation.
B. Procedure. If a claim under Section A of this Article is
not paid in full by the Corporation within 60 days after a written claim has
been received by the Corporation, except in the case of a claim for an
advancement of expenses, in which case the applicable period shall be 20 days,
the indemnitee may at any time thereafter bring suit against the Corporation to
recover the unpaid amount of the claim. If successful in whole or in part in any
such suit, the indemnitee shall also be entitled to be reimbursed the expense of
prosecuting or defending such suit. It shall be a defense to any action for
advancement of expenses that the Corporation has not received both (i) an
undertaking as required by law to repay such advances in the event it shall
ultimately be determined that the standard of conduct has not been met and (ii)
a written affirmation by the indemnitee of his good faith belief that the
standard of conduct necessary for indemnification by the Corporation has been
met. Neither the failure of the Corporation (including its Board of Directors,
independent legal counsel, or its stockholders) to have made a determination
prior to the commencement of such suit that indemnification of the indemnitee is
proper in the circumstances because the indemnitee has met the applicable
standard of conduct set forth in the MGCL, nor an actual determination by the
Corporation (including its Board of Directors, independent legal counsel, or its
stockholders) that the indemnitee has not met such applicable standard of
conduct, shall create a presumption that the indemnitee has not met the
applicable standard of conduct or, in the case of such a suit brought by the
indemnitee, be a defense to such suit. In any suit brought by the indemnitee to
enforce a right to indemnification or to an advancement of expenses hereunder,
or by the Corporation to recover an advancement of expenses pursuant to the
terms of an undertaking, the burden of proving that the indemnitee is not
entitled to be indemnified, or to such advancement of expenses, under this
Article or otherwise shall be on the Corporation.
C. Non-Exclusivity. The rights to indemnification and to the
advancement of expenses conferred in this Article shall not be exclusive of any
other right which any person may
14
have or hereafter acquire under any statute, the Corporation's Articles of
Incorporation, Bylaws, agreement, vote of stockholders or Disinterested
Directors or otherwise.
D. Insurance. The Corporation may maintain insurance, at its
expense, to protect itself and any director, officer, employee or agent of the
Corporation or another corporation, partnership, joint venture, trust or other
enterprise against any expense, liability or loss, whether or not the
Corporation would have the power to indemnify such person against such expense,
liability or loss under the MGCL.
E. Miscellaneous. The Corporation shall not be liable for any
payment under this Article in connection with a claim made by any indemnitee to
the extent such indemnitee has otherwise actually received payment under any
insurance policy, agreement, or otherwise, of the amounts otherwise
indemnifiable hereunder. The rights to indemnification and to the advancement of
expenses conferred in Sections A and B of this Article shall be contract rights
and such rights shall continue as to an indemnitee who has ceased to be a
director or officer and shall inure to the benefit of the indemnitee's heirs,
executors and administrators.
Any repeal or modification of this Article shall not in any way
diminish any rights to indemnification or advancement of expenses of such
director or officer or the obligations of the Corporation arising hereunder with
respect to events occurring, or claims made, while this Article is in force.
ARTICLE 13. Limitation of Liability. An officer or director of the
Corporation, as such, shall not be liable to the Corporation or its stockholders
for money damages, except (i) to the extent that it is proved that the person
actually received an improper benefit or profit in money, property or services
for the amount of the benefit or profit in money, property or services actually
received; (ii) to the extent that a judgment or other final adjudication adverse
to the person is entered in a proceeding based on a finding in the proceeding
that the person's action, or failure to act, was the result of active and
deliberate dishonesty and was material to the cause of action adjudicated in the
proceeding; or (iii) to the extent otherwise required by the MGCL. If the MGCL
is amended to further eliminate or limit the personal liability of officers and
directors, then the liability of officers and directors of the Corporation shall
be eliminated or limited to the fullest extent permitted by MGCL, as so amended.
Any repeal or modification of the foregoing paragraph by the
stockholders of the Corporation shall not adversely affect any right or
protection of a director or officer of the Corporation existing at the time of
such repeal or modification.
ARTICLE 14. Amendment of the Articles of Incorporation. The Corporation
reserves the right to amend or repeal any provision contained in the Articles of
Incorporation in the manner prescribed by the MGCL and all rights conferred upon
stockholders are granted subject to this reservation; Provided, however, that,
notwithstanding any other provision of the Articles of Incorporation or any
provision of law which might otherwise permit a lesser vote or no vote, but in
addition to any vote of the holders of any class or series of the stock of this
Corporation required by law or by the Articles of Incorporation, the affirmative
vote of the holders of at least 80% of the
15
voting power of all of the then-outstanding shares of the capital stock of the
Corporation entitled to vote generally in the election of directors (after
giving effect to the provisions of ARTICLE 6), voting together as a single
class, shall be required to amend or repeal this ARTICLE 14, Sections B, D or E
of ARTICLE 6, ARTICLE 8, ARTICLE 9, ARTICLE 10 or ARTICLE 12.
ARTICLE 15. Name and Address of Incorporator. The name and mailing
address of the sole incorporator are as follows:
NAME MAILING ADDRESS
Brad M. Hurta 312 Main Street
Smithville, Texas 78957
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I, THE UNDERSIGNED, being the incorporator, for the purpose of forming a
corporation under the laws of the State of Maryland, do make, file and record
the Articles of Incorporation, do certify that the facts herein stated are true,
and, accordingly, have hereto set my hand this ____ day of March 2000.
---------------------------------
Brad M. Hurta, Incorporator
17
EXHIBIT 3.2
CBCT BANCSHARES, INC.
BYLAWS
ARTICLE I
STOCKHOLDERS
Section 1.01. Annual Meeting. An annual meeting of the stockholders,
for the election of directors to succeed those whose terms expire and for the
transaction of such other business as may properly come before the meeting,
shall be held at such place, on such date, and at such time as the Board of
Directors shall each year fix.
Section 1.02. Special Meetings. Subject to the rights of the holders of
any class or series of preferred stock of the Corporation, special meetings of
stockholders of the Corporation may be called by the President or 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 "Whole Board"). Special meetings of the
stockholders shall be called by the Secretary at the request of stockholders
only on the written request of stockholders entitled to cast at least a majority
of all the votes entitled to be cast at the meeting. Such written request will
state the purpose or purposes of the meeting and the matters proposed to be
acted upon at the meeting, and shall be delivered at the home office of the
Corporation addressed to the President or the Secretary. The Secretary shall
inform the stockholders who make the request of the reasonable estimated cost of
preparing and mailing a notice of the meeting and, upon payment of these costs
to the Corporation, notify each stockholder entitled to notice of the meeting.
Section 1.03. Notice of Meetings. Not less than ten nor more than 90
days before each stockholders' meeting, the Secretary shall give written notice
of the meeting to each stockholder entitled to vote at the meeting and to each
other stockholder entitled to notice of the meeting. The notice shall state the
time and place of the meeting and, if the meeting is a special meeting or notice
of the purpose is required by statute, the purpose of the meeting. Notice is
given to a stockholder when it is personally delivered to the stockholder, left
at the stockholder's usual place of business, or mailed to the stockholder at
his or her address as it appears on the records of the Corporation.
Notwithstanding the foregoing provisions, each person who is entitled to notice
waives notice if such person, before or after the meeting, signs a waiver of the
notice which is filed with the records of the stockholders' meeting, or is
present at the meeting in person or by proxy.
Section 1.04. Adjournment. A meeting of stockholders convened on the
date for which it was called may be adjourned from time to time without further
notice to a date not more than 120 days after the original record date. At any
adjourned meeting, any business may be transacted which might have been
transacted at the original meeting.
Section 1.05. Quorum; Voting. At any meeting of the stockholders, the
presence in person or by proxy of stockholders entitled to cast at least
one-third of all the votes entitled to be cast at the meeting constitutes a
quorum for all purposes, unless or except to the extent that the presence of a
larger number may be required by law. Where a separate vote by a class or
classes is required, a majority of the shares of such class or classes, present
in person or represented by proxy, shall constitute a quorum entitled to take
action with respect to that vote on that matter. A majority of all votes cast at
a meeting at which a quorum is present is sufficient to approve any matter which
properly comes before the meeting.
1
If a quorum shall fail to attend any meeting, the chairman of the
meeting or the holders of a majority of the shares of stock entitled to vote who
are present, in person or by proxy, may adjourn the meeting to another place,
date or time.
Section 1.06. General Right to Vote; Proxies. Unless the Articles of
Incorporation provides for a greater or lesser number of votes per share or
limits or denies voting rights, each outstanding share of stock, regardless of
class, is entitled to one vote on each matter submitted to a vote at a meeting
of stockholders. In all elections for directors, directors shall be determined
by a plurality of the votes cast, and except as otherwise required by law or as
provided in the Articles of Incorporation, all other matters shall be determined
by a majority of the votes cast at the meeting.
A stockholder may vote the stock the stockholder owns of record either
in person or by proxy. A stockholder may sign a writing authorizing another
person to act as proxy. Signing may be accomplished by the stockholder or the
stockholder's authorized agent signing the writing or causing the stockholder's
signature to be affixed to the writing by any reasonable means, including
facsimile signature. A stockholder may authorize another person to act as proxy
by transmitting, or authorizing the transmission of a telegram, cablegram,
datagram, or other means of electronic transmission to the person authorized to
act as proxy or to a proxy solicitation firm, proxy support service
organization, or other person authorized by the person who will act as proxy to
receive the transmission. Unless a proxy provides otherwise, it is not valid
more than 11 months after its date. A proxy is revocable by a stockholder at any
time without condition or qualification unless the proxy states that it is
irrevocable and the proxy is coupled with an interest. A proxy may be made
irrevocable for so long as it is coupled with an interest. The interest with
which a proxy may be coupled includes an interest in the stock to be voted under
the proxy or another general interest in the Corporation or its asset or
liabilities.
Section 1.07. Conduct of Business.
(a) The chairman of any meeting of stockholders shall determine the
order of business and the procedure at the meeting, including such regulation of
the manner of voting and the conduct of discussion as seem to him or her in
order.
(b) Nominations of persons for election to the Board of Directors and
the proposal of business to be considered by the stockholders may be made at an
annual meeting of stockholders (a) pursuant to the Corporation's notice of
meeting, (b) by or at the direction of the Board of Directors or (c) by any
stockholder of the Corporation who was a stockholder of record at the time of
giving notice provided for in Section 1.09, who is entitled to vote at the
meeting and who complied with the notice procedures set forth in Section 1.09.
Nominations of persons for election to the Board of Directors and the proposal
of business to be considered by the stockholders may be made at a special
meeting of stockholders only pursuant to the Corporation's notice of meeting.
The chairman of the meeting shall have the power and duty to determine whether a
nomination or any business proposed to be brought before the meeting was made in
accordance with the procedures set forth in Section 1.09 and, if any proposed
nomination or business is not in compliance with Section 1.09, to declare that
such defective nomination or proposal be disregarded.
2
Section 1.08. Conduct of Voting. The Board of Directors shall, in
advance of any meeting of stockholders, appoint one or more persons as
inspectors of election, to act at the meeting or any adjournment thereof and
make a written report thereof, in accordance with applicable law. At all
meetings of stockholders the proxies and ballots shall be received, and all
questions touching the qualification of voters and the validity of proxies, the
acceptance or rejection of votes not otherwise specified by these Bylaws, the
Articles of Incorporation or law, shall be decided or determined by the
inspector of elections. All voting, including on the election of directors but
excepting where otherwise required by law, may be by a voice vote; provided,
however, that upon demand therefore by a stockholder entitled to vote or his or
her proxy, a stock vote shall be taken. Every stock vote shall be taken by
ballot, each of which shall state the name of the stockholder or proxy voting
and such other information as may be required under the procedure established
for the meeting. Every vote taken by ballot shall be counted by an inspector or
inspectors appointed by the chairman of the meeting. No candidate for election
as a director at a meeting shall serve as an inspector at such meeting.
Section 1.09. Stockholder Proposals. For any stockholder proposal to be
presented in connection with an annual meeting of stockholders of the
Corporation (including proposals made under rule 14a-8 of the Securities
Exchange Act of 1934, as amended (the "Exchange Act")), including any nomination
or proposal relating to the nomination of a director to be elected to the Board
of Directors of the Corporation, the stockholders must have given timely notice
thereof in writing to the Secretary of the Corporation. To be timely, a
stockholder's notice shall be delivered to the Secretary at the principal
executive offices of the Corporation not less than 90 days or more than 120 days
prior to the first anniversary of the preceding year's annual meeting; provided,
however, that in the event that the date of the annual meeting is advanced by
more than 30 days or delayed by more than 60 days from such anniversary date,
notice by the stockholder to be timely must be so delivered not earlier than the
120th day prior to such annual meeting and not later than the close of business
on the later of the 90th day prior to such annual meeting or the tenth day
following the day on which notice of the date of annual meeting was mailed or
public announcement of the date of such meeting is first made. No adjournment or
postponement of an annual meeting shall commence a new period for the giving of
notice of a stockholder proposal hereunder. Such stockholder's notice shall set
forth (a) as to each person whom the 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 Exchange Act (including such person's written consent to being named
in the proxy statement as a nominee and to serving as a director if elected);
(b) as to any other business that the stockholder proposes to bring before the
meeting, a brief description of the business desired to be brought before the
meeting, the reasons for conducting such business at the meeting and any
material interest in such business of such stockholder and of the beneficial
owner, if any, on whose behalf the proposal is made; and (c) as to the
stockholder giving the notice and the beneficial owner, if any, on whose behalf
the nomination or proposal is made, (i) the name and address of such
stockholder, as they appear on the Corporation's books, and of such beneficial
owner and (ii) the class and number of shares of stock of the Corporation which
are owned beneficially and of record by such stockholders and such beneficial
owner.
3
Section 1.10. Informal Action by Stockholders. Any action required or
permitted to be taken at a meeting of stockholders may be taken without a
meeting if there is filed with the records of the stockholders' meetings a
unanimous written consent which sets forth the action and is signed by each
stockholder entitled to vote on the matter and a written waiver of any right to
dissent signed by each stockholder entitled to notice of the meeting but not
entitled to vote at the meeting.
Section 1.11. List of Stockholders. At each meeting of stockholders, a
full, true and complete list of all stockholders entitled to vote at such
meeting, showing the number and class of shares held by each and certified by
the transfer agent for such class or by the Secretary, shall be furnished by the
Secretary.
ARTICLE II
BOARD OF DIRECTORS
Section 2.01. Function of Directors, Number and Term of Office. The
business and affairs of the Corporation shall be managed by or under the
direction of the Board of Directors. The number of directors shall be as
provided for in the Articles of Incorporation. The Board of Directors shall
annually elect a Chairman of the Board and a President from among its members
and shall designate, when present, either the Chairman of the Board or the
President to preside at its meetings.
No person shall be eligible for election, reelection, appointment or
reappointment to the board of directors if he or she is then 70 or more years of
age. No director shall serve beyond the annual meeting of the Corporation
immediately following his or her 70th birthday.
The directors, other than those who may be elected by the holders of
any class or series of preferred stock, shall be divided into three classes, as
nearly equal in number as reasonably possible, with the term of office of the
first class to expire at the conclusion of the first annual meeting of
stockholders, the term of office of the second class to expire at the conclusion
of the annual meeting of stockholders one year thereafter and the term of office
of the third class to expire at the conclusion of the annual meeting of
stockholders two years thereafter, with each director to hold office until his
or her successor shall have been duly elected and qualified. At each annual
meeting of stockholders, commencing with the first annual meeting, directors
elected to succeed those directors whose terms expire shall be elected for a
term of office to expire at the third succeeding annual meeting of stockholders
after their election, with each director to hold office until his or her
successor shall have been duly elected and qualified.
Section 2.02. Vacancies and Newly Created Directorships. A vacancy on
the board of Directors may be filled only in accordance with the provisions of
the Articles of Incorporation. Subject to the rights of the holders of any class
of stock separately entitled to elect one or more directors, a majority of the
remaining directors, whether or nor sufficient to constitute a quorum, may fill
a vacancy on the Board of Directors which results from any cause. A director so
chosen by the remaining directors shall hold office until the next succeeding
annual meeting of stockholders, at which time the stockholders shall elect a
director to hold office for the balance of the term then remaining.
4
Any director or the entire Board of Directors may be removed only in
accordance with the provisions of the Articles of Incorporation.
Section 2.03. Regular Meetings. Regular meetings of the Board of
Directors shall be held at such place or places, on such date or dates, and at
such time or times as shall have been established by the Board of Directors and
publicized among all directors. A notice of each regular meeting shall not be
required.
Section 2.04. Special Meetings. Special meetings of the Board of
Directors may be called by one-third (1/3) of the directors then in office
(rounded up to the nearest whole number) or by the President and shall be held
at such place, on such date, and at such time as they or he or she shall fix.
Notice of the place, date, and time of each such special meeting shall be given
to each director by whom it is not waived by mailing written notice not less
than five days before the meeting or by telegraphing or telexing or by facsimile
or electronic transmission of the same not less than 24 hours before the
meeting. Unless otherwise indicated in the notice thereof, any and all business
may be transacted at a special meeting. No notice of any meeting of the Board of
Directors need be given to any director who attends except where a director
attends a meeting for the express purpose of objecting to the transaction of any
business because the meeting is not lawfully called or convened, or to any
director who, in writing executed and filed with the records of the meeting
either before or after the holding thereof, waives such notice. Any special
meeting of the Board of Directors may adjourn from time to time to reconvene at
the same or some other place, and no notice need be given of any such adjourned
meeting other than by announcement.
Section 2.05. Quorum. At any meeting of the Board of Directors, a
majority of the authorized number of directors then constituting the Board shall
constitute a quorum for all purposes. If a quorum shall fail to attend any
meeting, a majority of those present may adjourn the meeting to another place,
date, or time, without further notice or waiver thereof.
Section 2.06. Participation in Meetings By Conference Telephone.
Members of the Board of Directors, or of any committee thereof, may participate
in a meeting of such Board or committee by means of conference telephone or
similar communications equipment by means of which all persons participating in
the meeting can hear each other at the same time and such participation shall
constitute presence in person at such meeting.
Section 2.07. Conduct of Business. At any meeting of the Board of
Directors, business shall be transacted in such order and manner as the Board
may from time to time determine, and all matters shall be determined by the vote
of a majority of the directors present, except as otherwise provided herein or
required by law. Action may be taken by the Board of Directors without a meeting
if all members thereof consent thereto in writing, and the writing or writings
are filed with the minutes of proceedings of the Board of Directors.
Section 2.08. Powers. The Board of Directors may, except as otherwise
required by law, exercise all such powers and do all such acts and things as may
be exercised or done by the Corporation, including, without limiting the
generality of the foregoing, the unqualified power:
(i) To declare dividends from time to time in accordance
with law;
5
(ii) To purchase or otherwise acquire any property, rights or
privileges on such terms as it shall determine;
(iii) To authorize the creation, making and issuance, in such
form as it may determine, of written obligations of every kind, negotiable or
non-negotiable, secured or unsecured, and to do all things necessary in
connection therewith;
(iv) To remove any officer of the Corporation with or without
cause, and from time to time to devolve the powers and duties of any officer
upon any other person for the time being;
(v) To confer upon any officer of the Corporation the power to
appoint, remove and suspend subordinate officers, employees and agents;
(vi) To adopt from time to time such stock, option, stock
purchase, bonus or other compensation plans for directors, officers, employees
and agents of the Corporation and its subsidiaries as it may determine;
(vii) To adopt from time to time such insurance, retirement,
and other benefit plans for directors, officers, employees and agents of the
Corporation and its subsidiaries as it may determine; and
(viii) To adopt from time to time regulations, not
inconsistent with these Bylaws, for the management of the Corporation's business
and affairs.
Section 2.09. Compensation of Directors. Directors, as such, may
receive, pursuant to resolution of the Board of Directors, fixed fees (and
expenses, if any) and other compensation for their services as directors,
including, without limitation, their services as members of committees of the
Board of Directors.
Section 2.10. Presumption of Assent. A director of the Corporation who
is present at a meeting of the Board of Directors at which action on any
corporate matter is taken shall be presumed to have assented to the action taken
unless his or her dissent or abstention shall be entered in the minutes of the
meeting or unless he or she shall file his or her written dissent to such action
with the person acting as the secretary of the meeting before the adjournment
thereof or shall forward such dissent by certified mail, return receipt
requested, to the Secretary of the Corporation immediately after the adjournment
of the meeting. Such right to dissent shall not apply to a director who votes in
favor of such action.
6
ARTICLE III
COMMITTEES
Section 3.01. Committees of the Board of Directors. The Board of
Directors may appoint from among its members an Executive Committee and other
committees composed of one or more directors and delegate to these committees
any of the powers of the Board of Directors, except the power to authorize
dividends on stock, elect directors, issue stock other than as provided in the
next sentence, recommend to the stockholders any action which requires
stockholder approval, amend these Bylaws, or approve any merger or share
exchange which does not require stockholder approval. If the Board of Directors
has given general authorization for the issuance of stock providing for or
establishing a method or procedure for determining the maximum number of shares
to be issued, a committee of the Board of Directors, in accordance with that
general authorization or any stock option or other plan or program adopted by
the Board of Directors, may authorize or fix the terms of stock subject to
classification or reclassification and the terms on which any stock may be
issued, including all terms and conditions required or permitted to be
established or authorized by the Board of Directors. Any committee so designated
may exercise the power and authority of the Board of Directors if the resolution
which designated the committee or a supplemental resolution of the Board of
Directors shall so provide. In the absence or disqualification of any member of
any committee in his or her place, the member or members of the committee
present at the meeting and not disqualified from voting, whether or not he or
she or they constitute a quorum, may by unanimous vote appoint another member of
the Board of Directors to act at the meeting in the place of the absent or
disqualified member.
Section 3.02. Conduct of Business. Each committee may determine the
procedural rules for meeting and conducting its business and shall act in
accordance therewith, except as otherwise provided herein or required by law.
Adequate provision shall be made for notice to members of all meetings,
one-third (1/3) of the members shall constitute a quorum unless the committee
shall consist of one or two members, in which event one member shall constitute
a quorum; and all matters shall be determined by a majority vote of the members
present. Action may be taken by any committee without a meeting if all members
thereof consent thereto in writing, and the writing or writings are filed with
the minutes of the proceedings of such committee.
Section 3.03. Nominating Committee. The Board of Directors may appoint
a Nominating Committee of the Board, consisting of not less than three members,
one of which shall be the President if, and only so long as, the President
remains in office as a member of the Board of Directors. The Nominating
Committee shall have authority (i) to review any nominations for election to the
Board of Directors made by a stockholder of the Corporation pursuant to Section
1.07 of these Bylaws in order to determine compliance with such Bylaw and (ii)
to recommend to the Board of Directors nominees for election to the Board of
Directors to replace those directors whose terms expire at the annual meeting of
stockholders next ensuing.
7
ARTICLE IV
OFFICERS
Section 4.01. Generally.
(a) The Board of Directors as soon as may be practicable after the
annual meeting of stockholders shall choose a President, a Secretary and a
Treasurer and from time to time may choose such other officers as it may deem
proper. The President shall be chosen from among the directors. Any number of
offices may be held by the same person, except no person may serve concurrently
as both President and Vice President of the Corporation.
(b) The term of office of all officers shall be until the next
annual election of officers and until their respective successors are chosen,
but any officer may be removed from office at any time by the affirmative vote
of a majority of the authorized number of directors then constituting the Board
of Directors.
(c) 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 IV. Such officers shall also
have such powers and duties as from time to time may be conferred by the Board
of Directors or by any committee thereof.
Section 4.02. President. The President shall be the chief executive
officer and, subject to the control of the Board of Directors, shall 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. The President shall see that all orders
and resolutions of the Board of Directors and of any committee thereof are
carried into effect.
Each meeting of the stockholders and of the Board of Directors shall be
presided over by such officer as has been designated by the Board of Directors
or, in his or her absence, by such officer or other person as is chosen at the
meeting. The Secretary or, in his or her absence, the General Counsel of the
Corporation or such officer as has been designated by the Board of Directors or,
in his or her absence, such officer or other person as is chosen by the person
presiding, shall act as secretary of each such meeting.
Section 4.03. Vice President. The Vice President or Vice Presidents, if
any, shall perform the duties of the President in the President's absence or
during his or her disability to act. In addition, the Vice Presidents shall
perform the duties and exercise the powers usually incident to their respective
offices 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 4.04. Secretary. 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 of the Board or the President.
8
Section 4.05. Treasurer. 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
Treasurer with such banks or trust companies or other entities as the Board of
Directors from time to time shall designate. The Treasurer shall sign or
countersign such instruments as require his or her signature, shall perform all
such duties and have all such powers as are usually incident to such office
and/or such other duties and powers as are properly assigned to him or her by
the Board of Directors, the Chairman of the Board or the President, and may be
required to give bond, payable by the Corporation, for the faithful performance
of his duties in such sum and with such surety as may be required by the Board
of Directors.
Section 4.06. Assistant Secretaries and Other officers. The Board of
Directors may appoint one or more assistant secretaries and one or more
assistants to the Treasurer, or one appointee to both such positions, which
officers 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 of the Board or the President.
Section 4.07. Action with Respect to Securities of Other Corporations.
Unless otherwise directed by the Board of Directors, the President, or any
officer of the Corporation authorized by the President, shall have power to vote
and otherwise act on behalf of the Corporation, in person or by proxy, at any
meeting of stockholders of or with respect to any action of stockholders of any
other corporation in which this Corporation may hold securities and otherwise to
exercise any and all rights and powers which this Corporation may possess by
reason of its ownership of securities in such other Corporation.
ARTICLE V
STOCK
Section 5.01. Certificates of Stock. Each stockholder shall be entitled
to a certificate signed by, or in the name of the Corporation by, the President
or a Vice President, and by the Secretary or an Assistant Secretary, or the
Treasurer or an Assistant Treasurer, certifying the number of shares owned by
him or her. Any or all of the signatures on the certificate may be by facsimile.
Section 5.02. Transfers of Stock. Transfers of stock shall be made only
upon the transfer books of the Corporation kept at an office of the Corporation
or by transfer agents designated to transfer shares of the stock of the
Corporation. Except where a certificate is issued in accordance with Section
5.06, an outstanding certificate for the number of shares involved shall be
surrendered for cancellation before a new certificate is issued therefore.
Section 5.03. Record Dates or Closing of Transfer Books. The Board of
Directors may set a record date or direct that the stock transfer books be
closed for a stated period for the purpose of making any proper determination
with respect to stockholders, including which stockholders are entitled to
notice of a meeting, vote at a meeting, receive a dividend, or be allotted other
rights. The record date may not be prior to the close of business on the day the
record date is fixed nor, subject
9
to Section 1.04, more than 90 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
record date or the closing of the transfer books shall be at least ten days
before the date of the meeting.
Section 5.04. Stock Ledger. The Corporation shall maintain a stock
ledger which contains the name and address of each stockholder and the number of
shares of stock of each class which the stockholder holds. The stock ledger may
be in written form or in any other form which can be converted within a
reasonable time into written form for visual inspection. The original or a
duplicate of the stock ledger shall be kept at the offices of a transfer agent
for the particular class of stock or, if none, at the principal executive
offices of the Corporation.
Section 5.05. Certification of Beneficial Owners. The Board of
Directors may adopt by resolution a procedure by which a stockholder of the
Corporation may certify in writing to the Corporation that any shares of stock
registered in the name of the stockholder are held for the account of a
specified person other than the stockholder. The resolution shall set forth the
class of stockholders who may certify; the purpose for which the certification
may be made; the form of certification and the information to be contained in
it; if the certification is with respect to a record date or closing of the
stock transfer books, the time after the record date or closing of the stock
transfer books within which the certification must be received by the
Corporation; and any other provisions with respect to the procedure which the
Board of Directors considers necessary or desirable. On receipt of a
certification which complies with the procedure adopted by the Board of
Directors in accordance with this Section, the person specified in the
certification is, for the purpose set forth in the certification, the holder of
record of the specified stock in place of the stockholder who makes the
certification.
Section 5.06. Lost Stock Certificates. The Board of Directors of the
Corporation may determine the conditions for issuing a new stock certificate in
place of one which is alleged to have been lost, stolen, or destroyed, or the
Board of Directors may delegate such power to any officer or officers of the
Corporation. In their discretion, the Board of Directors or such officer or
officers may require the owner of the certificate to give a bond, with
sufficient surety, to indemnify the Corporation against any loss or claim
arising as a result of the issuance of a new certificate. In their discretion,
the Board of Directors or such officer or officers may refuse to issue such new
certificate save upon the order of some court having jurisdiction in the
premises.
Section 5.07. Regulations. The issue, transfer, conversion and
registration of certificates of stock shall be governed by such other
regulations as the Board of Directors may establish.
ARTICLE VI
FINANCE
Section 6.01. Checks, Drafts, Etc. All checks, drafts and orders for
the payment of money, notes and other evidences of indebtedness, issued in the
name of the Corporation, shall, unless otherwise provided by resolution of the
Board of Directors, be signed by the Chairman of the Board,
10
the President, a Vice-President, an Assistant Vice-President, the Treasurer, an
Assistant Treasurer, the Secretary or an Assistant Secretary.
Section 6.02. Annual Statement of Affairs. The President or chief
accounting officer shall prepare annually a full and correct statement of the
affairs of the Corporation, to include a balance sheet and a financial statement
of operations for the preceding fiscal year. The statement of affairs shall be
submitted at the annual meeting of the stockholders and, within 20 days after
the meeting, placed on file at the Corporation's principal office.
Section 6.03. Fiscal Year. The fiscal year of the Corporation shall be
the 12 calendar months ending on December 31 in each year.
Section 6.04. Dividends. If declared by the Board of Directors at any
meeting thereof, the Corporation may pay dividends on its shares in cash,
property, or in shares of the capital stock of the Corporation, unless such
dividend is contrary to law or to a restriction contained in the Articles of
Incorporation.
Section 6.05. Loans. No loans shall be contracted on behalf of the
Corporation and no evidence of indebtedness shall be issued in its name unless
authorized by the Board of Directors. Such authority may be general or confined
to specific instances.
Section 6.06. Deposits. All funds of the Corporation not otherwise
employed shall be deposited from time to time to the credit of the Corporation
in any of its duly authorized depositories as the Board of Directors may select.
ARTICLE VII
MISCELLANEOUS
Section 7.01. Facsimile Signatures. In addition to the provisions for
use of facsimile signatures elsewhere specifically authorized in these Bylaws,
facsimile signatures of any officer or officers of the Corporation may be used
whenever and as authorized by the Board of Directors or a committee thereof.
Section 7.02. Corporate Seal. The Board of Directors may provide a
suitable seal, containing the name of the Corporation, which seal shall be in
the charge of the Secretary. If and when so directed by the Board of Directors
or a committee thereof, duplicates of the seal may be kept and used by the
Treasurer or by an Assistant Secretary or Assistant Treasurer.
Section 7.03. Reliance upon Books, Reports and Records. Each director,
each member of any committee designated by the Board of Directors, and each
officer and agent of the Corporation shall, in the performance of his or her
duties, be fully protected in relying in good faith upon the books of account or
other records of the Corporation and upon such information, opinions, reports or
statements presented to the Corporation by any of its officers or employees, or
committees of the Board of Directors so designated, or by any advisor,
accountant, appraiser or other experts or
11
consultants selected by the Board of Directors or officers of the Corporation,
regardless of whether such expert or consultant may also be a director.
Section 7.04. Notices. Except as otherwise specifically provided herein
or required by law, all notices required to be given to any stockholder,
director, officer, employee or agent shall be in writing and may in every
instance be effectively given by hand delivery to the recipient thereof, by
depositing such notice in the mail, postage paid, by sending such notice by
prepaid telegram or mailgram or by sending such notice by facsimile machine or
other electronic transmission. Any such notice shall be addressed to such
stockholder, director, officer, employee or agent at his or her last known
address as the same appears on the books of the Corporation. The time when such
notice is received, if hand delivered or dispatched, if delivered through the
mail, by telegram or mailgram or by facsimile machine or other electronic
transmission, shall be the time of the giving of the notice.
Section 7.05. Waivers. A written waiver of any notice, signed by a
stockholder, director, officer, employee or agent, whether before or after the
time of the event for which notice is to be given, shall be deemed equivalent to
the notice required to be given to such stockholder, director, officer, employee
or agent. Neither the business nor the purpose of any meeting need be specified
in such a waiver.
Section 7.06. Time Periods. In applying any provision of these Bylaws
which requires that an act be done or not be done a specified number of days
prior to an event or that an act be done during a period of a specified number
of days prior to an event, calendar days shall be used, the day of the doing of
the act shall be excluded and the day of the event shall be included.
ARTICLE VIII
AMENDMENTS
The Bylaws of the Corporation may be adopted, amended or repealed as
provided in ARTICLE 9 of the Articles of Incorporation.
12
EXHIBIT 3.3
COMMUNITY BANK OF CENTRAL TEXAS, SSB
ARTICLES OF INCORPORATION
(by conversion and continuation of Community Bank of
Central Texas, ssb, a mutual savings bank, to a
capital stock savings bank)
THAT we, the undersigned citizens of the State of Texas, do hereby
adopt these Articles of Incorporation for Community Bank of Central Texas, ssb
(the "Savings Bank") in compliance with the provisions of the Texas Savings Bank
Code (Subtitle C, Texas Finance Code) and the Rules and Regulations Applicable
to Texas Savings Banks (7 TAC, ss.75.1, et.seq.). The Savings Bank is
incorporated by the conversion of Community Bank of Central Texas, ssb, a mutual
savings bank, to a capital stock savings bank.
ARTICLE I - CORPORATE TITLE
The full corporate title of the Savings Bank shall be Community Bank of
Central Texas, ssb.
ARTICLE II - OFFICE AND REGISTERED AGENT
The address of the home office of the Savings Bank shall be 312 Main
Street, Smithville, Bastrop County, Texas 78957-2035. The name of its registered
agent at such address is Brad M. Hurta.
ARTICLE III - DURATION
The duration of the Savings Bank shall be perpetual.
ARTICLE IV - PURPOSE AND POWERS
The purposes of the Savings Bank shall be the pursuit of any and all
lawful objectives of a state savings bank chartered under the Texas Savings Bank
Code and the exercise of all express, implied and incidental powers confirmed
thereby and by all amendments and supplements thereto, subject to all applicable
laws and lawful and applicable rules, regulations and orders of the Texas
Savings and Loan Department and the Federal Deposit Insurance Corporation.
ARTICLE V - CAPITAL STOCK
A. General. The total number of shares of all classes of capital stock
which the Savings Bank is authorized to issue is (written amount) (numerical
amount) , all of which shall be common stock of par value of $ per share [ OR of
which (numerical amount) shall be common stock, par value of $ per share and
(numerical amount) shall be preferred stock of no par value]. The shares of
capital stock may be issued from time to time as authorized by the Board of
Directors of the Savings Bank without the approval of its shareholders, except
as otherwise provided by governing law, rule or regulation.
The consideration for the issuance of the shares shall be paid in full
before their issuance and shall not be less than the par value, and the Savings
Bank shall not loan funds against the shares of its outstanding capital stock.
Neither promissory notes nor future services shall constitute payment or partial
payment for the issuance of shares of the Savings Bank. The consideration for
the shares shall be cash, tangible or intangible property (to the extent direct
investment in such property would be permitted to the Savings Bank), labor,
services actually performed for the Savings Bank, or any combination of the
foregoing. In the absence of actual fraud in the transaction, the value of such
property, labor or services, as determined by the Board of Directors of the
Savings Bank, shall be conclusive. Upon payment of such consideration, such
shares shall be deemed to be fully paid and nonassessable. In the case of a
stock dividend, that part of the surplus of the Savings Bank which is
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transferred to stated capital upon the issuance of shares as a share dividend
shall be deemed to be the consideration for their issuance.
Nothing contained in this Article shall entitle the holders of any
class or series of capital stock to vote as a separate class or series or to
more than one vote per share; provided, that this restriction on voting
separately by class or series shall not apply:
(i) to any provision which would authorize the holders of
preferred stock, voting as a class or series, to elect some
members of the Board of Directors, but less than a majority
thereof, in the event of default in the payment of dividends
on any class or series of preferred stock;
(ii) to any provision which would require the holders of preferred
stock, voting as a class or series, to approve the merger or
consolidation of the Savings Bank with another corporation or
the sale, lease or conveyance of properties or business in
exchange for securities of a corporation other than the
Savings Bank if the preferred stock is exchanged for
securities of such other corporation; provided, that no
provision may require such approval for transactions
undertaken with the assistance or pursuant to the direction of
the Federal Deposit Insurance Corporation, the Texas Savings
and Loan Department or any other federal or state agency with
jurisdiction; or
(iii) to any amendment which would adversely change the specific
terms of any class or series of capital stock as set forth in
this Article, including any amendment which would create or
enlarge any class or series ranking prior thereto in rights
and preferences. An amendment which increases the number of
authorized shares of any class or series of capital stock, or
substitutes the surviving association in a merger or
consolidation for the Savings Bank, shall not be considered to
be such an adverse change.
The holders of shares of common stock shall exclusively possess all
voting power. Each holder of shares of common stock shall be entitled to one
vote for each share held by such holder.
There shall be no cumulative voting.
B. Common Stock. In the event of any liquidation, dissolution or
winding up of the Savings Bank, the holders of shares of common stock (and the
holders of any class or series of stock entitled to participate with the common
stock in the distribution of assets) thereof shall be entitled, after payment or
provision for payment of all debts and liabilities of the Savings Bank, to
receive the remaining assets of the Savings Bank available for distribution in
cash or in kind after: (I) payment or provision for payment of the Savings
Bank's debts and liabilities; and (ii) distributions or provisions for
distributions to holders of any class or series of stock having preference over
the common stock in the liquidation, dissolution or winding up of the Savings
Bank. Each share of common stock shall have the same relative rights as, and be
identical in all respects with, all the other shares of common stock.
C. Preferred Stock. The Savings Bank may provide in supplementary
sections to these Articles for one or more classes of preferred stock, which
shall be separately identified. The shares of any class may be divided into and
issued in series, with each series separately designated so as to distinguish
the shares thereof from the shares of all other series and classes. The terms of
each series shall be set forth in a supplementary section to the Articles. All
shares of the same class shall be identical except as to the following relative
rights and preferences, as to which there may be variations between different
series:
(a) the distinctive serial designation and the number of
shares constituting such series;
(b) the dividends, if any, payable on such series,
whether any such dividends shall be cumulative, and
if so, from what dates, the conditions and dates upon
which such dividends shall be payable, the preference
or relation which such dividends shall bear to the
dividends payable on any shares of stock of any other
class or any other series of this class;
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(c) whether the shares of such series shall have voting
rights, in addition to any voting rights provided by
law, and, if so, the terms of such voting rights,
which may be general or limited;
(d) whether the shares of such series shall be redeemable
and, if so, the times, the price(s) at which, and the
terms and conditions on which, such shares may be
redeemed;
(e) the amount or amounts payable upon shares of such
series upon, and the rights of the holders of such
series in, the voluntary or involuntary liquidation,
dissolution or winding up, or upon any distribution
of the assets, of the Savings Bank;
(f) whether the shares of such series shall be subject to
the operation of a retirement or sinking fund, and,
if so, the extent to and manner in which any such
retirement or sinking fund shall be applied to the
purchase or redemption of the shares of such series
for retirement or other corporate purposes and the
terms and provisions relative to the operation
thereof;
(g) whether the shares of such series shall be
convertible into, or exchangeable for, shares of any
other class or any series of a class or any other
securities of the Savings Bank and, if so, the
conversion price(s) or the rate(s) of exchange, and
the adjustments thereof, if any, at which such
conversion or exchange may be made, and any other
terms and conditions of such conversion or exchange;
(h) the price or other consideration for which the shares
of such series shall be issued;
(i) whether the shares of such series which are redeemed
or converted shall have the status of authorized but
unissued shares of preferred stock and whether such
shares may be reissued as shares of the same or any
other series of preferred stock;
(j) the limitations and restrictions, if any, to be
effective while any shares of such series are
outstanding upon the payment of dividends or the
making of other distributions on, and upon the
purchase, redemption or other acquisition by the
Savings Bank of, the common stock or shares of stock
of any other class or any other series of this class;
(k) the conditions or restrictions, if any, upon the
creation of indebtedness of the Savings Bank or upon
the issue of any additional stock, including
additional shares of such series or of any other
series of this class or of any other class; and
(l) any other powers, preferences and relative,
participating, optional and other special rights, and
any qualifications, limitations and restrictions
thereof.
Each share of each series of preferred stock shall have the same
relative rights as and be identical in all respects with all the other shares of
the same series, except that shares of any one series issued at different times
may differ as to the dates from which dividends thereon shall accrue and/or be
cumulative.
Prior to the issuance of any preferred stock established by a
supplementary section to these Articles adopted by the Board of Directors, the
Savings Bank shall file with the Savings and Loan Commissioner of the State of
Texas (the "Commissioner") a dated copy of that supplementary section to these
Articles establishing and designating the series and fixing and determining the
relative rights and preferences thereof. If the supplementary section to these
Articles conforms to Section 92.209 of the Texas Finance Code (the "Code") and
other applicable sections of the Code, the Commissioner shall file it in his
office, and after it is so filed the supplementary section shall be considered
an amendment to these Articles.
D. Preemptive Rights. No holder of capital stock of the Savings Bank
shall be entitled as such, as a matter of right or otherwise, to subscribe for
or purchase any part of any new or additional stock issue or debt of any class
or series whatsoever, of the Savings Bank, or of securities convertible into
equity or debt of any class whatsoever, whether now or hereafter authorized, or
whether issued for cash or other consideration or by way of a dividend.
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ARTICLE VI - DIRECTORS
A. Qualification and Number. The Savings Bank shall be under the
direction of a Board of Directors. In order to be eligible to serve on such
Board, directors must meet the qualification requirements of Section 92.153 of
the Code or any successor provision thereto which may be applicable. Except as
provided in the Savings Bank's Bylaws, directors shall be elected annually by
such vote of the stockholders as may be required by applicable law, voting in
person or by proxy and shall serve until their successors have been elected and
qualified. Cumulative voting shall not be permitted. Except as otherwise fixed
pursuant to the provisions of Article V hereof relating to the rights of the
holders of any class or series of stock having a preference over the common
stock as to dividends or upon liquidation to elect additional directors, the
number of directors shall be determined as stated by resolution adopted at any
annual meeting of stockholders or any special meeting of stockholders called for
that purpose. The authorized number of Directors, as fixed by or in the manner
provided by the Savings Bank's Bylaws, shall be not fewer than five (5) nor more
than twenty-one (21).
B. Vacancies. Except as otherwise fixed pursuant to the provisions of
Article V hereof relating to the rights of the holders of any class or series of
stock having a preference over the common stock as to dividends or upon
liquidation to elect directors, any vacancy occurring in the Board of Directors
shall be filled by the affirmative vote of a majority of the Board of Directors,
whether or not a quorum is present, or by a sole remaining director, and any
director so chosen shall hold office for the remainder of the term to which the
director has been selected and until such director's successor shall have been
elected and qualified. No decrease in the number of directors shall shorten the
term of any incumbent director, except as provided in Subsection C to this
Article.
C. Removal. Subject to the rights of any class or series of stock
having preference over the common stock as to dividends or upon liquidation to
elect directors, any director (including persons elected by directors to fill
vacancies in the Board of Directors) may be removed from office with or without
cause by an affirmative vote of not less than a majority of the votes eligible
to be cast by stockholders at a duly constituted meeting of stockholders called
expressly for such purpose. At least 30 days prior to such meeting of
stockholders, written notice shall be sent to the director whose removal will be
considered at the meeting.
D. Discharge of Duties. In discharging the duties of their respective
positions, the Board of Directors, committees of the Board of Directors and
individual directors shall, in considering the best interests of the Savings
Bank, consider the effects of any action upon the employees of the Savings Bank
and its subsidiaries, the depositors and borrowers of the Savings Bank, the
communities in which offices or other establishments of the Savings Bank or any
subsidiary are located and all other pertinent factors.
ARTICLE VII - INDEMNIFICATION OF DIRECTORS,
OFFICERS, EMPLOYEES AND AGENTS
A. Indemnification. Subject to the exceptions contained in Article
VIII, the Savings Bank shall indemnify any person who was 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, arbitrative or
investigative, any appeal in such action, suit or proceeding and any inquiry or
investigation which could lead to such an action, suit or proceeding, by reason
of the fact that such person is or was a Director, officer, employee or agent of
the Savings Bank or any predecessor of the Savings Bank, or is or was serving at
the request of the Savings Bank or any predecessor of the Savings Bank as a
Director, officer, employee, partner, venturer, proprietor, trustee, agent or
similar functionary ("Management Official") of another foreign or domestic
corporation, partnership, joint venture, sole proprietorship, trust, employee
benefit plan or other enterprise ("Other Entity"), against expenses (including
court costs and attorneys' fees), judgments, penalties, fines, excise taxes and
amounts paid in connection with such action, suit or proceeding to the full
extent authorized by law.
B. Advancement of Expenses. Reasonable expenses incurred by a Director,
officer, employee or agent of the Savings Bank in defending an action, suit or
proceeding described in Article VII.A shall be paid by the Savings Bank in
advance of the final disposition of such action, suit or proceeding, as
authorized by the Board of Directors, only upon receipt of (i) a written
affirmation by or on behalf of such person of his good faith
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belief that he has met the standards of conduct necessary for indemnification
pursuant to applicable law, and (ii) a written undertaking to repay such amount
if it shall ultimately be determined that the person has not met such standards
or that indemnification against expenses incurred by him in connection with such
action, suit or proceeding is prohibited by law.
C. Other Rights and Remedies. The indemnification provided in this
Article VII shall not be deemed exclusive of any other rights to which those
seeking indemnification or advancement of expenses may be entitled under these
Articles, the Savings Bank's Bylaws, any insurance or other agreement, vote of
shareholders or disinterested Directors or otherwise, both as to actions in
their official capacities and as to actions in other capacities while holding
such offices, and shall continue as to a person who has ceased to be a Director,
officer, employee or agent and shall inure to the benefit of the heirs,
executors and administrators of such person, provided that no indemnification
shall be made to or on behalf of an individual if a judgment or other final
adjudication establishes that his acts or omissions (i) were in breach of his
duty of loyalty to the Savings Bank or its shareholders, (ii) were not in good
faith or involved a knowing violation of law, or (iii) resulted in the receipt
of an improper personal benefit.
D. Insurance. Upon resolution passed by the Board of Directors, the
Savings Bank may purchase and maintain insurance on behalf of any person who is
or was a Director, officer, employee or agent of the Savings Bank, or was
serving at the request of the Savings Bank as a Management official of an Other
entity, against any liability asserted against him or incurred by him in any
such capacity, or arising out of his status as such, whether or not the Savings
Bank would have the power to indemnify him against such liability under the
provisions of these Articles.
E. Modification. The duties of the Savings Bank to indemnify and to
advance expenses to a Director, officer, employee or agent provided in the
Article VII shall be in the nature of a contract between the Savings Bank and
each such individual, and no amendment or repeal of any provision of this
Article VII shall alter, to the detriment of such individual, the right of such
individual to the advancement of expenses of indemnification related to a claim
based on an act or failure to act which took place prior to such amendment or
repeal.
ARTICLE VIII - LIMITED LIABILITY OF DIRECTORS
No Director shall be liable to the Savings Bank or its shareholders for
monetary damages for an act or omission in the Director's capacity as a
Director, except that this Article VIII does not authorize the elimination or
limitation of the liability of a Director to the extent the Director is found
liable for (i) a breach of the Director's duty of loyalty to the Savings Bank or
its shareholders; (ii) an act or omission not in good faith which constitutes a
breach of duty of the Director to the Savings Bank or an act or omission which
involves intentional misconduct or a knowing violation of the law; (iii) a
transaction from which the Director received an improper benefit, whether or not
the benefit resulted from an action taken within the scope of the Director's
office; or (iv) an act or omission for which the liability of a Director is
expressly provided by an applicable statute.
ARTICLE IX - AMENDMENT
The Savings Bank, by resolution adopted by a majority vote of those
entitled to vote attending an annual meeting or a special meeting called for
such purpose, reserves the right to amend, alter, change or repeal any provision
contained in these Articles in the manner now or hereafter prescribed by law,
and all rights conferred upon shareholders herein are granted subject to this
reservation. No amendment, addition, alteration, change or repeal of these
Articles shall be made unless it is first approved by the Board of Directors
pursuant to a resolution adopted by the affirmative vote of a majority of the
Directors then in office and thereafter is approved by the holders of a majority
of the shares of the Savings Bank entitled to vote generally in an election of
Directors, voting together as a single class, as well as such additional vote of
the preferred stock as may be required by the provisions of any series thereof,
provided that, notwithstanding anything contained in these Articles to the
contrary, the affirmative vote of the holders of at least two/thirds of the
shares of the Savings Bank entitled to vote generally in an election of
Directors, voting together as a single class, as well as such additional vote of
the preferred stock as may be required by the provisions of any series thereof,
shall be required to amend, adopt, alter, change or repeal any provision
inconsistent with these Articles.
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WE, THE UNDERSIGNED, for the purpose of forming a capital stock savings
bank by conversion from a mutual savings bank pursuant to the Code do make these
Articles of Incorporation, hereby declaring and certifying that this is our act
and deed and that the facts herein stated are true, and accordingly have
hereunto set our hands to be effective this ______________ day of ____________,
2000.
DIRECTORS:
----------------------------------------
Georgina Chronis
----------------------------------------
James A. Cowan
----------------------------------------
Gordon N. Fowler
----------------------------------------
Barry Hannath
----------------------------------------
Brad M. Hurta
----------------------------------------
Rodney E. Langer
----------------------------------------
Mike C. Maney
STATE OF TEXAS ss.
COUNTY OF BASTROP ss.
BEFORE ME, the undersigned authority, on this day personally appeared
Georgina Chronis, James A. Cowan, Gordon N. Fowler, Barry Hannath, Brad M.
Hurta, Rodney E. Langer, and Mike C. Maney, each known to me to be the person
whose name is subscribed to the foregoing instrument, and upon his/her oath
SWORE that the statements contained therein are true and that he/she executed
the same for the purposes and consideration therein expressed.
GIVEN UNDER MY HAND AND SEAL OF OFFICE this the day of
, 2000.
Notary Public, State of Texas
(Notary Seal & Stamp)
APPROVAL OF COMMISSIONER
Approved this ______________ day of ___________, 2000, to be
effective the _____________ day of____________, 2000.
James L. Pledger, Commissioner
Texas Savings and Loan Department
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EXHIBIT 3.4
COMMUNITY BANK OF CENTRAL TEXAS, SSB
BYLAWS
ARTICLE I - OFFICES
Section 1.1. Principal Office and Registered Agent. The principal
office of Community Bank of Central Texas, ssb shall located and established at
312 Main Street, Smithville, Texas 78957-2035, in the county of Bastrop, Texas.
The registered agent shall have a business address identical to the principal
office of the savings bank.
Section 1.2. Other Offices. The savings bank may have other offices
within or outside the State of Texas as such place or places as the board of
directors may from time to time determine.
ARTICLE II - STOCKHOLDERS
Section 2.1. Annual Meeting. An annual meeting of the stockholders for
the election of directors and for the transaction of other business of the
savings bank shall be held within 120 days after the end of the savings bank's
fiscal year on the fourth Tuesday of March, if not a legal holiday, and if a
legal holiday, then on the next day following which is not a legal holiday, or
at such other date as may be determined by the board of directors and stated in
the notice of the meeting. The meeting shall be held at such time and place as
may be determined by the board of directors and stated in the notice of the
meeting.
Section 2.2. Special Meetings. Special meetings of the stockholders for
any purpose may be called at any time by: (i) the board of directors pursuant to
a written request approved by the affirmative vote of a majority of the
directors, then in office; (ii) the chairman of the board; (iii) the chief
executive officer; or (iv) the president.
Section 2.3. Notice of Meetings. A written notice stating the place,
day, and hour for the meeting and the purpose(s) for which the meeting is called
shall be either delivered personally or mailed to each stockholder of record
entitled to vote at such meeting at least ten (10) days prior to such meeting.
If mailed, such notice shall be deemed to be delivered when deposited in the
mail, addressed to the stockholder at the address as it appears on the stock
transfer books or records of the savings bank, with postage pre-paid. It shall
not be necessary to give any notice of transacted thereat (unless a new record
date is fixed therefor), other than an announcement at the meeting at which the
adjournment was taken.
Section 2.4. Place of Meetings. All meetings of the stockholders of the
savings bank shall be held at the principal place of business of the savings
bank, or at such other place as shall be determined from time to time by the
board of directors, and the place at which any such meeting shall be held must
be stated in the notice of the meeting.
Section 2.5. Conduct of Meetings. Annual and special meetings shall be
presided over by the chairman of the board, the chief executive officer, or the
president, or if neither the
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chairman of the board, chief executive officer nor the president is present, by
such other officer as designated by the board of directors. The presiding
officer shall determine the order of the business and the procedure at the
meeting, including such regulation of the manner of voting and conduct of the
discussion.
Section 2.6. Record Date. For the purpose of determining the
stockholders entitled to notice of and to vote at any meeting of the
stockholders or any adjournment thereof, or stockholders entitled to receive
payment of a dividend, or to make a determination of stockholders for any other
proper purpose, the board of directors shall fix in advance a date as a record
date for any such determination of stockholders. Such date shall not be more
than 60 days and in the case of a meeting of stockholders, not less than 10
before any such meeting. At least 10 days before each meeting of stockholders, a
complete record of stockholders entitled to vote shall be made, arranged in
alphabetical order, with the address of and number of shares held by each, which
record shall be kept on file at the registered office of the savings bank for a
period of ten days prior to such meeting. The record shall be kept open at the
time and place of the meeting for the inspection of any stockholder. The
original stock transfer books shall constitute prima facie evidence of the
stockholders entitled to examine such record or transfer books or to vote any
meeting of stockholders.
Section 2.7. Quorum. A majority of the outstanding shares of stock of
the savings bank entitled to vote, represented in person or by proxy, shall
constitute a quorum at a meeting of stockholders. If less than a majority of the
outstanding shares is represented at a meeting, a majority of the shares so
represented may adjourn the meeting from time to time without further notice. At
such adjourned meeting at which a quorum is determined to be present or
represented, any business may be transacted which might have been transacted at
the meeting as originally notified. The stockholders present at a duly organized
meeting may continue to transact business until adjournment, notwithstanding the
withdrawal of enough stockholders to constitute less than a quorum.
Section 2.8. Proxies. At all meetings of stockholders, a stockholder
may vote either in person or by proxy executed in writing by the stockholder or
by his or her duly authorized attorney in fact. Proxies solicited on behalf of
management shall be voted as directed by the stockholder or, in the absence of
such direction as determined by a majority of the board of directors. No proxy
shall be valid for more than eleven months from the date of its execution.
Section 2.9. Waiver of Notice. Any notice required to be given to any
stockholder, may be subject to a waiver thereof in writing, signed by the person
or persons entitled to such notice, whether before or after the time stated
therein for the meeting, and such waiver of notice shall be equivalent to giving
such notice in a timely manner.
Section 2.10. Voting Shares in the Name of Two or More Persons. When
ownership stands in the name of two or more persons, in the absence of written
directions to the savings bank to the contrary, at any meeting of the
stockholders of the savings bank any one or more of such stockholders may cast,
in person or by proxy, all votes to which such ownership is entitled. In the
event an attempt is made to cast conflicting votes, in person or by proxy, by
the several persons in whose names shares of stock is held, the vote or votes to
which those persons are
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entitled shall be cast as directed by a majority of those holding such stock and
present in person or by proxy at such meeting, but no votes shall be cast for
such stock if a majority cannot agree.
Section 2.11. Voting of Shares by Certain Holders.
(a) Shares standing in the name of another corporation may be voted by
an officer, agent or proxy as the bylaws of such corporation may prescribe, or,
in the absence of such provision, as the board of directors of such corporation
may determine. Shares held by an administrator, executor, guardian or
conservator may be voted by him, either in person or proxy, without a transfer
of such shares into his name. Shares standing in the name of a trustee may be
voted by him, either in person or by proxy, but no trustee shall be entitled to
vote shares held by him without a transfer of such shares into his name. Shares
standing in the name of a receiver may be voted by such receiver, without the
transfer thereof into his name if authority to do so is contained in an
appropriate order of the court or other public authority by which such receiver
was appointed. A stockholder whose shares are pledged shall be entitled to vote
such shares until the shares have been transferred into the name of the pledgee,
and thereafter the pledgee shall be entitled to vote the shares so transferred.
(b) Neither treasury shares of its own stock held by the savings bank,
nor shares held by another corporation, if majority of the shares entitled to
vote for the election of directors of such other corporation are held by the
savings bank, shall be voted at any meeting or counted in determining the total
number of outstanding shares at any given time for purposes of any meeting.
Section 2.12. Inspectors. For each meeting of stockholders, the board
of directors may appoint one or more inspectors of election. If for any meeting
the inspector(s) appointed by the board of directors shall be unable to act or
the board of directors shall fail to appoint any inspector, one or more
inspectors may be appointed at the meeting by the chairman thereof. Such
inspector(s) shall conduct the voting in each election of directors and, as
directed by the board of directors or the chairman of the meeting, the voting on
the matters to be voted on at such meeting, and after the voting shall make a
certificate of the vote taken. Inspectors need not be stockholders.
ARTICLE III. BOARD OF DIRECTORS
Section 3.1. Number and Powers.
(a) The management of all the affairs, property and interest of the
savings bank shall be vested in a board of directors. The board of directors
shall consist of at least five persons as of the effective date of these Amended
and Restated Bylaws; the number of directors shall be fixed, from time to time,
by resolution of the board of directors, subject to such limitations as may be
set forth in the Articles. Directors need not be residents of the State of Texas
but must meet the qualification requirements set forth in the Articles. In
addition to the powers and authorities expressly conferred upon by the Articles
and these Bylaws, the board of directors may exercise all such powers of the
savings bank and do all lawful acts and things as are not by statute, the
Articles, or these Bylaws directed or required to be exercised or done by the
stockholders.
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(b) No person shall be eligible for election, reelection, appointment
or reappointment to the board of directors if he or she is then 70 or more years
of age. No director shall serve beyond the annual meeting of the Savings Bank
immediately following his or her 70th birthday.
(c) The directors, other than those who may be elected by the holders
of any class or series of preferred stock, shall be divided into three classes,
as nearly equal in number as reasonably possible, with the term of office of the
first class to expire at the conclusion of the first annual meeting of
stockholders, the term of office of the second class to expire at the conclusion
of the annual meeting of stockholders one year thereafter and the term of office
of the third class to expire at the conclusion of the annual meeting of
stockholders two years thereafter, with each director to hold office until his
or her successor shall have been duly elected and qualified. At each annual
meeting of stockholders, commencing with the first annual meeting, directors
elected to succeed those directors whose terms expire shall be elected for a
term of office to expire at the third succeeding annual meeting of stockholders
after their election, with each director to hold office until his or her
successor shall have been duly elected and qualified.
Section 3.2. Change in Number. The number of directors may at any time
be increased or decreased by a vote of a majority of the whole board of
directors, provided that no decrease shall have the effect of shortening the
term of any incumbent director except as provided in Section 3.5 hereunder.
Section 3.3. Vacancies. In the event of a vacancy on the board of
directors, the remaining directors shall have full power and authority to
continue direction of the savings bank until such vacancy is filled. All
vacancies in the board of directors, whether caused by resignation, death or
otherwise, shall be filled by election at an annual or special meeting of the
stockholders called for that purpose or by an affirmative vote of the remaining
directors.
Section 3.4. Resignation. Any director may resign at any time by
sending a written notice of such resignation to the principal office of the
savings bank addressed to the chairman of the board, the chief executive officer
or the president. Unless otherwise specified, such resignation shall take effect
upon receipt of the chairman of the board, the chief executive officer or the
president.
Section 3.5. Removal of Directors. Directors may be removed with or
without cause at any special or annual meeting of the stockholders, by an
affirmative vote of a majority of the number of shares of stock present, in
person or by proxy, at such meeting and entitled to vote for the election of
such director, if notice of intention to act upon such matter shall have been
given in the notice calling such meeting.
Section 3.6. Regular Meetings. Regular meeting of the board of
directors or any such committee may be held without notice at the principal
office of the savings bank or at such other place or places, either within or
without the State of Texas, as the board of directors or such committee, as the
case may be, may from time to time designate. The annual meeting of the board of
directors shall be held without notice immediately after the adjournment of the
annual meeting of stockholders.
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Section 3.7. Special Meetings. Special meetings of the board of
directors may be called at any time by the chairman, the chief executive
officer, the president or by a majority of the whole board of directors, to be
held at the home office of the savings bank or at such other place or places as
the board of directors or the person or persons calling such meeting may from
time to time designate. Notice of all special meetings of the board of directors
shall be given to each director at least two days before the date of the
meeting. Such notice need not specify the business to be transacted nor the
purpose of the meeting.
Section 3.8. Quorum. A majority of the whole board of directors shall
be necessary at all meetings to constitute a quorum for the transaction of
business. If less than a majority is present at a meeting of the whole board of
directors, a majority of the directors present may adjourn the meeting from time
to time, without notice other than the announcement at the meeting, until a
quorum shall be present. The act of a majority of the whole board of directors
present at a meeting at which a quorum is present shall be the act of the board
of directors, unless the act of a greater number is required by law, the
Articles or these Bylaws.
Section 3.9. Remuneration. By resolution of the board of directors, a
reasonable fixed sum and expenses of attendance, if any, may be allowed for
attendance at such regular or special meetings of such board. Members of
standing or special committees may, by resolution of the board of directors, be
allowed like compensation for attending committee meetings.
Section 3.10. Action by Directors Without a Meeting. Any action
required or which may be taken at a meeting of the directors, or of a committee
thereof, may be taken without a meeting if a consent in writing, setting forth
the action so taken or to be taken, shall be signed by all of the directors, or
all of the members of the committee, as the case may be. Such consent shall have
the same effect as a unanimous vote.
Section 3.11. Action of Directors by Communications Equipment. Any
action required or which may be taken at a meeting of directors, or of a
committee thereof, may be taken 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. Such participation shall
constitute presence in person but shall not constitute attendance for the
purpose of remuneration pursuant to Section 3.9 hereof.
ARTICLE IV. COMMITTEES
Section 4.1. Committees. The board of directors, by resolution passed
by a majority of the entire board of directors, may from time to time designate
members of the board of directors to constitute committees, including an
executive committee and an audit committee, which shall in each case consist of
such number of directors, not less than two, and shall have and may exercise
such powers as the board of directors may determine and specify in the
respective resolutions appointing them. The board of directors shall have the
power at any time to change the number and members (with or without cause) of
any such committee, to fill vacancies and to discharge any such committee.
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ARTICLE V. OFFICERS
Section 5.1. Designations. The officers of the savings bank shall be a
president, chairman of the board, chief executive officer, secretary, treasurer,
and such vice presidents, assistant secretaries and assistant treasurers as the
board may designate, who shall be elected by a majority vote of the directors at
their first meeting after the annual meeting of stockholders, and who shall hold
office until their successors are elected and qualify. Any two or more offices
may be held by the same person, except the offices of the chief executive
officer and the president may not be a secretary.
Section 5.2. Powers and Duties. The officers of the savings bank shall
have such authority and perform such duties as the board of directors may from
time to time authorize or determine. In the absence of action by the board of
directors, the officers shall have such powers and duties as generally pertain
to their respective offices.
Section 5.3. Vacancies. Vacancies in any office rising from any cause
may be filled by a majority vote of the board of directors at any regular or
special meeting of the board for the unexpired portion of the term.
Section 5.4. Other Officers. Directors may appoint such other officers
and agents as it shall deem necessary or expedient, who shall hold their offices
for such terms and shall exercise such powers and perform such duties as shall
be determined from time to time by the board of directors.
Section 5.5. Term. The officers of the savings bank shall hold office
until their successors are chosen and qualify or until such officer's death,
resignation or removal in the manner herein provided. The board of directors may
authorize the savings bank to enter into an employment contract with any officer
in accordance with applicable law or regulation; but no such contract shall
impair the right of the board of directors to remove any officer at any time.
Section 5.6. Removal. Any officer or agent 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 whole board of directors, but such removal
shall be without prejudice to the contract rights, if any, of the person so
removed.
ARTICLE VI. CAPITAL STOCK
Section 6.1. Certificates. Certificates of stock shall be issued in
numerical order, and each stockholder shall be entitled to a certificate signed
by the chief executive officer, the president, or a vice president and the
secretary and may be sealed with the seal of the savings bank or a facsimile
thereof. The signatures of such officers may be facsimiles if the certificate is
manually signed on behalf of a transfer agent, or registered by a registrar,
other than the savings bank itself or an employee of the savings bank. If an
officer who has signed or whose facsimile signature has been placed upon such
certificate ceases to be an officer before the certificate is
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issued, it may be issued by the savings bank with the same effect as if the
person were an officer on the date of issue. Each stock certificate shall state:
(a) That the savings bank is organized under the laws of the State of
Texas;
(b) The name of the person to whom issued;
(c) The number and class of shares and the designation of the series,
if any, which such certificate represents; and
(d) The par value of each share represented by such certificate, or a
statement that such shares are without par value.
Section 6.2. Transfers.
(a) Transfers of stock shall be made only upon the stock transfer books
of the savings bank, kept at the registered office of the savings bank or at its
principal place of business, or at the office of its transfer agent or register,
and before a new certificate is issued the old certificate shall be surrendered
for cancellation. The board of directors may, by resolution, open a share
register in any state of the United States, and may employ an agent or agents to
keep such register, and to record transfers of shares therein.
(b) Shares of stock shall be transferred by delivery of the
certificates therefor, accompanied either by an assignment in writing on the
back of the certificate or an assignment separate from the certificate, or by
written power of attorney to sell, assign and transfer the same, signed by the
holder of said certificate. No shares of stock shall be transferred on the books
of the savings bank until the outstanding certificates therefor have been
surrendered to the savings bank.
Section 6.3. Registered Owner. Registered stockholders shall be treated
by the savings bank as the holders in fact of the stock standing in their
respective names and the savings bank shall not be bound to recognize any
equitable or other claim to or interest in any share on the part of any other
person, whether or not it shall have express or other notice thereof, except as
expressly provided below or by the laws of the State of Texas. The savings bank
may adopt by resolution a procedure whereby a stockholder of the savings bank
may certify in writing to the savings bank that all or a portion of the shares
registered in the name of such stockholder are held for the account of a
specified person or persons. The resolution shall set forth:
(a) The classification of stockholder who may certify;
(b) The purpose or purposes for which the certification may be made;
(c) The form of certification and information to be contained therein;
(d) If the certification is with respect to a record date or closing of
the stock transfer books, the date within which the certification must
be received by the savings bank; and
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(e) Such other provisions with respect to the procedure as are deemed
necessary or desirable.
Upon receipt by the savings bank of a certification complying with the
above requirements, the persons specified in the certification shall be deemed,
for the purpose or purposes set forth in the certification, to be the holders of
record of the number of shares specified in place of the stockholder making the
certification.
Section 6.4. Mutilated, Lost or Destroyed Certificates. In case of any
mutilation, loss or destruction of any certificate of stock, another may be
issued in its place upon receipt of proof of such mutilation, loss or
destruction. The board of directors may impose conditions on such issuance and
may require the giving of satisfactory bond or indemnity to the savings bank in
such sum as they might determine or establish such other procedures as they deem
necessary.
Section 6.5. Shares of Another Corporation. Shares owned by the savings
bank in another corporation, domestic or foreign, may be voted by such officer,
agent or proxy as the board of directors may determine or, in the absence of
such determination, by the chief executive officer, or the president of the
savings bank.
ARTICLE VII. CONTRACTS, LOANS, CHECKS AND DEPOSITS
Section 7.1. Contracts. The board of directors may authorize any
officer, employee or agent of the savings bank to enter into any contract or
execute and deliver any instrument in the name and on behalf of the savings
bank. Such authority may be general or confined to specific instances.
Section 7.2. Loans. No loans shall be contracted on behalf of the
savings bank and no evidence of indebtedness shall be issued in its name unless
authorized by the board of directors. Such authority may be general or confined
to specific instances.
Section 7.3. Checks, Drafts, Etc. All checks, drafts or other orders
for the payment of money, notes, or other evidences of indebtedness issued in
the name of the savings bank shall be signed by one or more officers, employees
or agents of the savings bank in such a manner as shall from time to time be
determined by the board of directors.
Section 7.4. Deposits. All funds of the savings bank not otherwise
employed shall be deposited from time to time to the credit of the savings bank
in any of its duly authorized depositories as the board of directors may select.
Section 7.5. Fidelity Bonds. A blanket indemnity bond, as required by
law, covering all officers, employees and any director of the savings bank when
performing the duty of an employee or officer shall be maintained by the savings
bank, which is satisfactory to the Savings and Loan Commissioner of Texas and
the Federal Deposit Insurance Corporation.
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ARTICLE VIII. INDEMNIFICATION AND LIMITATION OF LIABILITY
Directors, officers, agents and employees of the savings bank shall be
indemnified and the personal liability of directors shall be limited, as
provided in the Articles.
ARTICLE IX. FISCAL YEAR; ANNUAL AUDIT
The fiscal year of the savings bank shall end on the 31st day of
December of each year. The savings bank shall be subject to an annual audit as
of the end of its fiscal year by independent public accountants appointed by and
responsible to the board of directors.
ARTICLE X. DIVIDENDS
Subject to the terms of the savings bank's Articles and applicable
statute, the board of directors may, from time to time, declare, and the savings
bank may pay, dividends on its outstanding shares of capital stock.
ARTICLE XI. SEAL
The corporate seal of the savings bank shall be in such form and bear
such inscription as may be adopted by resolution of the board of directors, or
by usage of the officers on behalf of the association.
ARTICLE XII. BOOKS AND RECORDS
The savings bank shall keep correct and complete books and records of
account and shall keep minutes and proceedings of its stockholders and board of
directors; and it shall keep at its registered office or principal place of
business, or at the office of its transfer agent or registrar, a record of its
stockholders, giving the names and addresses of all stockholders and the number
and class of the shares held by each. Any books, records and minutes may be in
written form or any other form capable of being converted into written form
within a reasonable time.
ARTICLE XIII. AMENDMENTS AND CONSTRUCTION
Section 8.1. Amendment. The board of directors or stockholders may
adopt, alter, amend or repeal these Bylaws, subject to the right of the
stockholders to rescind any board action with regard to the Bylaws at a regular
or special meeting of the stockholders called expressly for such purpose.
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Section 8.2. Severability. If any portion of the Bylaws shall be
invalid or inoperative, then, so far as is reasonable, the remainder of these
Bylaws shall be considered valid and operative and effect shall be given to the
intent manifested by the portion held invalid and inoperative.
As adopted by resolution of the board of directors of Community Bank of
Central Texas, ssb on [________________________________] and as approved by the
Savings Bank's sole stockholder on [________________________________] , 2000.
Secretary
APPROVED this day of , 2000.
Savings and Loan Commissioner of Texas
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