Exhibit 3.3 Bylaws of North Central Bancshares, Inc. as amended.
BYLAWS
OF
NORTH CENTRAL BANCSHARES, INC.
TABLE OF CONTENTS
ARTICLE I
OFFICES................................ 1
Section 1. Registered Office............................................ 1
Section 2. Additional Offices........................................... 1
ARTICLE II
SHAREHOLDERS............................. 1
Section 1. Place of Meetings............................................ 1
Section 2. Annual Meetings.............................................. 1
Section 3. Special Meetings............................................. 1
Section 4. Notice of Meetings........................................... 2
Section 5. Waiver of Notice............................................. 2
Section 6. Fixing of Record Date........................................ 2
Section 7. Quorum....................................................... 3
Section 8. Conduct of Meetings.......................................... 3
Section 9. Voting; Proxies.............................................. 3
Section 10. Inspectors of Election....................................... 4
Section 11. Procedure for Nominations.................................... 4
Section 12. Substitution of Nominees..................................... 6
Section 13. New Business................................................. 6
ARTICLE III
CAPITAL STOCK............................. 7
Section 1. Certificates of Stock........................................ 7
Section 2. Transfer Agent and Registrar................................. 7
Section 3. Registration and Transfer of Shares.......................... 7
Section 4. Lost, Destroyed and Mutilated Certificates................... 8
Section 5. Holder of Record............................................. 8
ARTICLE IV
BOARD OF DIRECTORS........................... 8
Section 1. Responsibilities; Number of Directors........................ 8
Section 2. Qualifications............................................... 8
Section 3. Mandatory Retirement......................................... 8
Section 4. Regular and Annual Meetings.................................. 9
Section 5. Special Meetings............................................. 9
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Section 6. Notice of Meetings; Waiver of Notice......................... 9
Section 7. Conduct of Meetings.......................................... 9
Section 8. Quorum and Voting Requirements............................... 10
Section 9. Informal Action by Directors................................. 10
Section 10. Resignation.................................................. 10
Section 11. Vacancies.................................................... 10
Section 12. Compensation................................................. 10
Section 13. Amendments Concerning the Board.............................. 10
ARTICLE V
COMMITTEES.............................. 11
Section 1. Standing Committees.......................................... 11
Section 2. Executive Committee.......................................... 11
Section 3. Examining and Audit Committee................................ 12
Section 4. Compensation Committee....................................... 12
Section 5. Nominating Committee......................................... 13
Section 6. Other Committees............................................. 13
ARTICLE VI
OFFICERS............................... 13
Section 1. Number....................................................... 13
Section 2. Term of Office and Removal................................... 13
Section 3. Retirement................................................... 14
Section 4. Chairman of the Board........................................ 14
Section 5. President.................................................... 14
Section 6. Vice Presidents.............................................. 14
Section 7. Secretary.................................................... 14
Section 8. Other Officers and Employees................................. 15
Section 9. Compensation of Officers and Others.......................... 15
ARTICLE VII
DIVIDENDS............................... 15
ARTICLE VIII
AMENDMENTS.............................. 15
ii
BYLAWS
OF
NORTH CENTRAL BANCSHARES, INC.
ARTICLE I
OFFICES
Section 1. Registered Office. The registered office of North Central
Bancshares, Inc. (the "Corporation") in the City of Fort Dodge, Iowa.
Section 2. Additional Offices. The Corporation may also have offices and
places of business at such other places, within or without the State of Iowa, as
the Board of Directors (the "Board") may from time to time designate or the
business of the Corporation may require.
ARTICLE II
SHAREHOLDERS
Section 1. Place of Meetings. Meetings of shareholders of the Corporation
shall be held at such place, within or without the State of Iowa, as may be
fixed by the Board and designated in the notice of meeting. If no place is so
fixed, they shall be held at the principal administrative office of the
Corporation.
Section 2. Annual Meetings. The annual meeting of shareholders of the
Corporation for the election of directors and the transaction of any other
business which may properly come before such meeting shall be held each year on
a date and at a time to be designated by the Board.
Section 3. Special Meetings. Special meetings of shareholders, for any
purpose, may be called at any time only by the Board of Directors, the Chairman
of the Board, the President, by resolution of at least three-fourths of the
Directors of the Corporation then in office, or as otherwise provided by law. At
a special meeting, no business shall be transacted and no corporate action shall
be taken other than that stated in the notice of meeting prescribed by the
Bylaws of the Corporation. Special meetings shall be held on the date and at the
time and place as may be designated by the Board. At a special meeting, no
business shall be transacted and no corporate action shall be taken other than
that stated in the notice of meeting.
Section 4. Notice of Meetings. Except as otherwise required by law,
written notice stating the place, date and hour of any meeting of shareholders
and, in the case of a special meeting, the purpose or purposes for which the
meeting is called, shall be delivered to each shareholder of record entitled to
vote at such meeting, either personally or by mail not less than ten (10) nor
more than sixty (60) days before the date of such meeting. If mailed, such
notice shall be deemed to be delivered when deposited in the U.S. mail, with
postage thereon prepaid, addressed to the shareholder at his or her address as
it appears on the stock transfer books or records of the Corporation as of the
record date prescribed in Section 6 of this Article 11, or at such other address
as the shareholder shall have furnished in writing to the Secretary. Notice of
any special meeting shall indicate that the notice is being issued by or at the
direction of the person or persons calling such meeting. When any meeting of
shareholders, either annual or special, is adjourned to another time or place,
no notice of the adjourned meeting need be given, other than an announcement at
the meeting at which such adjournment is taken giving the time and place to
which the meeting is adjourned; provided, however, that if the adjournment is
for more than thirty (30) days, or if after adjournment, the Board fixes a new
record date for the adjourned meeting, notice of the adjourned meeting shall be
given to each shareholder of record entitled to vote at the meeting.
Section 5. Waiver of Notice. Notice of any annual or special meeting need
not be given to any shareholder who submits a signed waiver of notice of any
meeting, in person or by proxy or by his or her duly authorized
attorney-in-fact, whether before or after the meeting. A shareholder's
attendance at a meeting:
a. Waives objection to lack of notice or defective notice of the meeting,
unless the shareholder at the beginning of the meeting or promptly upon the
shareholder's arrival objects to holding the meeting or transacting business at
the meeting.
b. Waives objection to consideration of a particular matter at the meeting
that is not within the purpose or purposes described in the meeting notice,
unless the shareholder objects to considering the matter when it is presented.
Section 6. Fixing of Record Date. For the purpose of determining
shareholders entitled to notice of or to vote at any meeting of shareholders or
any adjournment thereof, or shareholders entitled to receive payment of any
dividend or other distribution or the allotment of any rights, or in order to
make a determination of shareholders for any other proper purpose, the Board
shall fix a date as the record date for any such determination of shareholders,
which date shall not precede the date upon which the resolution fixing the
record date is adopted by the Board. Such date in any Case shall be not more
than sixty (60) days and, in the case of a meeting of shareholders, not less
than ten (10) days prior to the date on which the particular action requiring
such determination of shareholders is to be taken. When a determination of
shareholders entitled to vote at any meeting of shareholders has been made as
provided in this Section 6, such determination shall, unless otherwise provided
by the Board, also apply to any adjournment thereof. If no record date is fixed,
(a) the record date for determining shareholders entitled to notice of or vote
at a meeting of shareholders shall be at the close of business on the day next
preceding the day on which the notice is given, or, if notice is waived, at the
close of business on the day next preceding the day on which the meeting is
held, and (b) the record date for determining shareholders for any other purpose
shall be at the close of business on the day on which the Board of Directors
adopts the resolution relating thereto.
Section 7. Quorum. The holders of record of a majority of the total
number of votes eligible to be cast by the holders of the outstanding shares of
the capital stock of the Corporation entitled to vote thereat, represented in
person or by proxy, shall constitute a quorum for the transaction of business at
a meeting of shareholders, except as otherwise provided by law, these Bylaws or
the Articles of Incorporation. If less than a majority of such total number of
votes are represented at a meeting, a majority of the number of votes so
represented may adjourn the meeting from time to time without further notice. At
such adjourned meeting at which a quorum is present, any business may be
transacted that might have been transacted at the meeting as originally called.
When a quorum is once present to organize a meeting of shareholders, such quorum
is not broken by the subsequent withdrawal of any shareholders.
Section 8. Conduct of Meetings. The Chairman of the Board shall serve as
chairman at all meetings of the shareholders or, if the Chairman of the Board is
absent or otherwise unable to so serve, the President shall serve as chairman.
If both the Chairman of the Board and the President are absent or otherwise
unable to so serve, such other person as shall be appointed by a majority of the
entire Board of Directors shall serve as chairman at any meeting of shareholders
held in such absence. The Secretary or, in his or her absence, such other person
as the chairman of the meeting shall appoint, shall serve as secretary of the
meeting. The chairman of the meeting shall conduct all meetings of the
shareholders in accordance with the best interests of the Corporation and shall
have the authority and discretion to establish reasonable procedural rules for
the conduct of such meetings, including such regulation of the manner of voting
and the conduct of discussion as he or she shall deem appropriate.
Section 9. Voting; Proxies. Each shareholder entitled to vote at any
meeting may vote either in person or by proxy. Unless otherwise specified in the
Articles of Incorporation or in a resolution, or resolutions, of the Board
providing for the issuance of preferred stock, each shareholder entitled to vote
shall be entitled to one vote for each share of capital stock registered in his
or her name on the transfer books or records of the Corporation. Each
shareholder entitled to vote may authorize another person or persons to act for
him or her by proxy. All proxies shall be in writing, signed by the shareholder
or by his or her duly authorized attorney-in-fact, and shall be filed with the
Secretary before being voted. No proxy shall be valid after eleven months from
the date of its execution unless otherwise provided in the proxy. The attendance
at any meeting by a shareholder who shall have previously given a proxy
applicable thereto shall not, as such, have the effect of revoking the proxy.
The Corporation may treat any duly executed proxy as not revoked and in full
force and effect until it receives a duly executed instrument revoking it, or a
duly executed proxy bearing a later date. If ownership of a share of voting
stock of the Corporation stands in the name of two or more persons, in the
absence of written directions to the Corporation to the contrary, any one or
more of such shareholders may cast all votes to which such ownership is
entitled. If an attempt is made to cast conflicting votes by the several persons
in whose names shares of stock stand, the vote or votes to which those persons
are entitled shall be cast as directed by a majority of those holding such stock
and present at such meeting. If such conflicting votes are evenly split on any
particular matter, each faction may vote the securities in question
proportionally, or any person voting the shares, or a beneficiary, if any, may
apply to any court as may have jurisdiction to appoint an additional person to
act with the persons so voting the shares, which shall then be voted as
determined by a majority of such persons and the person appointed by the court.
Except for the election of directors or as otherwise provided by law, the
Articles of Incorporation or these Bylaws, at all meetings of shareholders, all
matters shall be determined by a vote of the holders of a majority of the number
of votes eligible to be cast by the holders of the outstanding shares of capital
stock of the Corporation present and entitled to vote thereat. Directors shall,
except as otherwise required by law, these Bylaws or the Articles of
Incorporation, be elected by a plurality of the votes cast by each class of
shares entitled to vote at a meeting of shareholders, present and entitled to
vote in the election.
Section 10. Inspectors of Election. In advance of any meeting of
shareholders, the Board shall appoint one or more persons, other than officers,
directors or nominees for office, as inspectors of election to act at such
meeting or any adjournment thereof. Such appointment shall not be altered at the
meeting. If inspectors of election are not so appointed, the chairman of the
meeting shall make such appointment at the meeting. If any person appointed as
inspector fails to appear or fails or refuses to act at the meeting, the vacancy
so created may be filled by appointment by the Board in advance of the meeting
or at the meeting by the chairman of the meeting. The duties of the inspectors
of election shall include determining the number of shares outstanding and the
voting power of each, the shares represented at the Meeting, the existence of a
quorum, the validity and effect of proxies, receiving votes, ballots or
consents, hearing and deciding all challenges and questions arising in
connection with the right to vote, counting and tabulating all votes, ballots or
consents, determining the results, and doing such acts as are proper to the
conduct of the election or the vote with fairness to all shareholders. On
request of the person presiding at the meeting or any shareholder entitled to
vote thereat, the inspectors shall make a report in writing, of any challenge,
question or matter determined by them and execute a certificate of any fact
found by them. Any report or certificate made by them shall be prima facie
evidence of the facts stated and of the vote as certified by them. Each
inspector shall be entitled to a reasonable compensation for his or her
services, to be paid by the Corporation.
Section 11. Procedure for Nominations. The Nominating Committee of the
Board shall select nominees for election as directors. Except in the case of a
nominee substituted as a result of the death, incapacity, withdrawal or other
inability to serve of a nominee, the Nominating Committee shall deliver written
nominations to the Secretary at least sixty (60) days prior to the date of the
annual meeting. Provided the Nominating Committee makes such nominations, no
nominations for directors except those made by the Nominating Committee shall be
voted upon at the annual meeting of shareholders unless other nominations by
shareholders are made in accordance with the provisions of this Section 11.
Nominations of individuals for election to the Board at an annual meeting of
shareholders may be made by any shareholder of record of the Corporation
entitled to vote for the election of directors at such meeting who provides
timely notice in writing to the Secretary as set forth in this Section 11. To be
timely, a shareholder's notice must be delivered to or received by the Secretary
not later than the following dates: (i) with respect to an election of directors
to be held at an annual meeting of shareholders, sixty (60) days in advance of
such meeting if such meeting is to be held on a day which is within thirty (30)
days preceding the anniversary of the previous year's annual meeting, or ninety
(90) days in advance of such meeting if such meeting is to be held on or after
the anniversary of the previous year's annual meeting; and (ii) with respect to
an election to be held at an annual meeting of shareholders held at a time other
than within the time periods set forth in the immediately preceding clause (i),
or at a special meeting of shareholders for the election of directors, the close
of business on the tenth (10th) day following the date on which notice of such
meeting is first given to shareholders. For purposes of this Section 11, notice
shall be deemed to first be given to shareholders when disclosure of such date
of the meeting of shareholders is first made in a press release reported to Dow
Jones News Services, Associated Press or comparable national news service, or in
a document publicly filed by the Corporation with the Securities and Exchange
Commission pursuant to Section 13, 14 or 15(d) of the Securities Exchange Act of
1934, as amended. Such shareholder's notice shall set forth (a) as to each
person whom the shareholder proposes to nominate for election or re-election as
a director, (i) the name, age, business address and residence address of such
person, (ii) the principal occupation or employment of such person, (iii) such
person's written consent to serve as a director, if elected, and (iv) such other
information regarding each nominee proposed by such shareholder as would be
required to be included in a proxy statement filed pursuant to the proxy rules
of the Securities and Exchange Commission (whether or not the Corporation is
then subject to such rules); and (b) as to the shareholder giving the notice (i)
the name and address of such shareholder, (ii) the class and number of shares of
the Corporation which are owned of record by such shareholder and the dates upon
which he or she acquired such shares, (iii) a description of all arrangements or
understandings between the shareholder and nominee and any other person or
persons (naming such person or persons) pursuant to which the nominations are to
be made by the shareholder, and (iv) the identification of any person employed,
retained, or to be compensated by the shareholder submitting the nomination or
by the person nominated, or any person acting on his or her behalf to make
solicitations or recommendations to shareholders for the purpose of assisting in
the election of such director, and a brief description of the terms of such
employment, retainer or arrangement for compensation. At the request of the
Board, any person nominated by the Board for election as a director shall
furnish to the Secretary that information required to be set forth in a
shareholder's notice of nomination which pertains to the nominee together with
the required written consent. No person shall be elected as a director of the
Corporation unless nominated in accordance with the procedures set forth in this
Section 11.
The chairman of the meeting shall, if the facts warrant, determine and
declare to the meeting that a nomination was not properly brought before the
meeting in accordance with the provisions hereof and, if he should so determine,
he shall declare to the meeting that such nomination was not properly brought
before the meeting and shall not be considered.
Section 12. Substitution of Nominees. In the event that a person is
validly designated as a nominee in accordance with Section 11 of this Article II
and shall thereafter become unwilling or unable to stand for election to the
Board, the Nominating Committee may designate a substitute nominee upon
delivery, not fewer than five (5) days prior to the date of the meeting for the
election of such nominee, of a written notice to the Secretary setting forth
such information regarding such substitute nominee as would have been required
to be delivered to the Secretary pursuant to Section 11 of this Article II had
such substitute nominee been initially proposed as a nominee. Such notice shall
include a signed consent to serve as a director of the Corporation, if elected,
of each such substituted nominee.
Section 13. New Business. Any new business to be taken up at the annual
meeting at the request of the Chairman of the Board, the President or by
resolution of at least three-fourths of the entire Board shall be stated in
writing and filed with the Secretary at least fifteen (15) days before the date
of the annual meeting, and all business so stated, proposed and filed shall be
considered at the annual meeting, but, except as provided in this Section 13, no
other proposal shall be acted upon at the annual meeting. Any proposal offered
by any shareholder may be made at the annual meeting and the same may be
discussed and considered, but unless properly brought before the meeting such
proposal shall not be acted upon at the meeting. For a proposal to be properly
brought before an annual meeting by a shareholder, the shareholder must be a
shareholder of record and have given timely notice thereof in writing to the
Secretary. To be timely, a shareholder's notice must be delivered to or received
by the Secretary not later than the following dates: (i) with respect to an
annual meeting of shareholders, sixty (60) days in advance of such meeting if
such meeting is to be held on a day which is within thirty (30) days preceding
the anniversary of the previous year's annual meeting, or ninety (90) days in
advance of such meeting if such meeting is to be held on or after the
anniversary of the previous year's annual meeting; and (ii) with respect to an
annual meeting of shareholders held at a time other than within the time periods
set forth in the immediately preceding clause (i), the close of business on the
tenth (10th) day following the date on which notice of such meeting is first
given to shareholders. For purposes of this Section 13, notice shall be deemed
to first be given to shareholders when disclosure of such date of the meeting of
shareholders is first made in a press release reported to Dow Jones News
Services, Associated Press or comparable national news service, or in a document
publicly filed by the Corporation with the Securities and Exchange Commission
pursuant to Section 13, 14 or 15(d) of the Securities Exchange Act of 1934, as
amended. A shareholder's notice to the Secretary shall set forth as to the
matter the shareholder proposes to bring before the annual meeting (a) a brief
description of the proposal desired to brought before the annual meeting; (b)
the name and address of the shareholder proposing such business; (c) the class
and number of shares of the Corporation which are owned of record by the
shareholder and the dates upon which he or she acquired such shares; (d) the
identification of any person employed, retained, or to be compensated by the
shareholder submitting the proposal, or any person acting on his or her behalf,
to make solicitations or recommendations to shareholders for the purpose of
assisting in the passage of such proposal, and a brief description of the terms
of such employment, retainer or arrangement for compensation; and (e) such other
information regarding such proposal as would be required to be included in a
proxy statement filed pursuant to the proxy rules of the Securities and Exchange
Commission or required to be delivered to the Corporation pursuant to the proxy
rules of the Securities and Exchange Commission (whether or not the Corporation
is then subject to such rules). This provision shall not prevent the
consideration and approval or disapproval at an annual meeting of reports of
officers, directors and committees of the Board or the management of the
Corporation, but in connection with such reports, no new business shall be acted
upon at such annual meeting unless stated and filed as herein provided. This
provision shall not constitute a waiver of any right of the Corporation under
the proxy rules of the Securities and Exchange Commission or any other rule or
regulation to omit a shareholder's proposal from the Corporation's proxy
materials.
The chairman of the meeting shall, if the facts warrant, determine and
declare to the meeting that any new business was not properly brought before the
meeting in accordance with the provisions hereof and, if he should so determine,
he shall declare to the meeting that such new business was not properly brought
before the meeting and shall not be considered.
ARTICLE III
CAPITAL STOCK
Section 1. Certificates of Stock. Certificates representing shares of
stock shall be in such form as shall be determined by the Board. Each
certificate shall state that the Corporation will furnish to any shareholder
upon request and without charge a statement of the powers, designations,
preferences and relative, participating, optional or other special rights of the
shares of each class or series of stock and the qualifications or restrictions
of such preferences and/or rights, or shall set forth such statement on the
certificate itself. The certificates shall be numbered in the order of their
issue and entered in the books of the Corporation or its transfer agent or
agents as they are issued. Each certificate shall state the registered holder's
name and the number and class of shares, and shall be signed by the Chairman of
the Board or the President, and the Secretary or any Assistant Secretary, and
may, but need not, bear the seal of the Corporation or a facsimile thereof. Any
or all of the signatures on the certificates may be facsimiles. In case any
officer who shall have signed any such certificate shall cease to be such
officer of the Corporation, whether because of death, resignation or otherwise,
before such certificate shall have been delivered by the Corporation, such
certificate may nevertheless be adopted by the Corporation and be issued and
delivered as though the person or persons who signed such certificate or
certificates had not ceased to be such officer or officers of the Corporation.
Section 2. Transfer Agent and Registrar. The Board shall have the power
to appoint one or more Transfer Agents and Registrars for the transfer and
registration of certificates of stock of any class, and may require that stock
certificates be countersigned and registered by one or more of such Transfer
Agents and Registrars.
Section 3. Registration and Transfer of Shares. Subject to the provisions
of the Articles of Incorporation of the Corporation, the name of each person
owning a share of the capital stock of the Corporation shall be entered on the
books of the Corporation together with the number of shares held by him or her,
the numbers of the certificates covering such shares and the dates of issue of
such certificates. Subject to the provisions of the Articles of Incorporation,
the shares of stock of the Corporation shall be transferable on the books of the
Corporation by the holders thereof in person, or by their duly authorized
attorneys or legal representatives, on surrender and cancellation of
certificates for a like number of shares, accompanied by an assignment or power
of transfer endorsed thereon or attached thereto, duly executed, with such
guarantee or proof of the authenticity of the signature as the Corporation or
its agents may reasonably require and with proper evidence of payment of any
applicable transfer taxes. Subject to the provisions of the Articles of
Incorporation of the Corporation, a record shall be made of each transfer.
Section 4. Lost, Destroyed and Mutilated Certificates. The holder of any
shares of stock of the Corporation shall immediately notify the Corporation of
any loss, theft, destruction or mutilation of the certificates therefor. The
Corporation may issue, or cause to be issued, a new certificate of stock in the
place of any certificate theretofore issued by it alleged to have been, lost,
stolen or destroyed upon evidence satisfactory to the Corporation of the loss,
theft or destruction of the certificate, and in the case of mutilation, the
surrender of the mutilated certificate. The Corporation may, in its discretion,
require the owner of the lost, stolen or destroyed certificate, or his or her
legal representatives, to give the Corporation a bond sufficient to indemnify it
against any claim that may be made against it on account of the alleged loss,
theft, destruction or mutilation of any such certificate and the issuance of
such new certificate, or may refer such owner to such remedy or remedies as he
or she may have under the laws of the State of Iowa.
Section 5. Holder of Record. Subject to the provisions of the Articles of
Incorporation of the Corporation, the Corporation shall be entitled to treat the
holder of record of any share or shares of stock as the holder thereof in fact
and shall not be bound to recognize any equitable or other claim to or interest
in such shares on the part of any other person, whether or not it shall have
express or other notice thereof, except as otherwise expressly provided by law.
ARTICLE IV
BOARD OF DIRECTORS
Section 1. Responsibilities; Number of Directors. The business and
Affairs of the Corporation shall be under the direction of the Board. The Board
shall consist of seven (7) directors. No more than two (2) shall be Officers or
employees of the Corporation or its subsidiaries.
Section 2. Qualifications. Each director shall be at least eighteen (18)
years of age.
Section 3. Mandatory Retirement. No director shall serve beyond the end
of the annual meeting of the Corporation coincident with or immediately
following the date on which his or her 75th birthday occurs.
Section 4. Regular and Annual Meetings. An annual meeting of the Board
for the election of officers shall be held, without notice other than these
Bylaws, immediately after, and at the same place as, the annual meeting of the
shareholders, or, with notice, at such other time or place as the Board may fix
by resolution. The Board may provide, by resolution, the time and place, within
or without the State of Iowa, for the holding of regular meetings of the Board
without notice other than such resolution.
Section 5. Special Meetings. Special meetings of the Board may be called
for any purpose at any time by or at the request of the Chairman of the Board or
the President. Special meetings of the Board shall also be called by the
Secretary upon the written request, stating the purpose or purposes of the
meeting, of at least sixty percent (60%) of the directors then in office. The
persons authorized to call special meetings of the Board shall give notice of
such meetings in the manner prescribed by these Bylaws and may fix any place,
within or without the Corporation's regular business area, as the place for
holding any special meeting of the Board called by such persons. No business
shalt be conducted at a special meeting other than that specified in the notice
of meeting.
Section 6. Notice of Meetings; Waiver of Notice. Except as otherwise
provided in Section 4 of this Article IV, at least two (2) days notice of
meetings shall be given to each director if given in person or by telephone,
telegraph, telex, facsimile or other electronic transmission and at least five
(5) days notice of meetings shall be given if given in writing and delivered by
courier or by postage prepaid mail. The purpose of any special meeting shall be
stated in the notice. Such notice shall be deemed given when sent or given to
any mail or courier service or company providing electronic transmission
service. Any director may waive notice of any meeting by submitting a signed
waiver of notice with the Secretary, whether before or after the meeting. The
attendance of a director at a meeting shall constitute a waiver of notice of
such meeting, unless the director at the beginning of the meeting or promptly
upon the director's arrival objects to holding the meeting or transacting
business at the meeting and does not thereafter vote for or assent to action
taken at the meeting.
Section 7. Conduct of Meetings. Meetings of the Board shall be presided
over by the Chairman of the Board or such other director or officer as the
Chairman of the Board shall designate, and in the absence or the incapacity of
the Chairman of the Board, by the President or such other director or officer as
the President shall designate. If both the Chairman of the Board and the
President are absent from any meeting of the Board, the presiding officer shall
be the then senior member of the Board in terms of length of service on the
Board (which length of service shall include length of service on the Board of
Directors of First Federal Savings Bank of Fort Dodge, FSB, and any predecessors
thereto.) The Secretary or, in his absence, a person appointed by the Chairman
of the Board (or other presiding person), shall act as secretary of the meeting.
The Chairman of the Board (or other person presiding) shall conduct all meetings
of the Board in accordance with the best interests of the Corporation and shall
have the authority and discretion to establish reasonable procedural rules for
the conduct of Board meetings. Directors may participate in a meeting by means
of a conference telephone or similar communications device through which all
persons participating can hear each other at the same time. Participation by
such means shall constitute presence in person for all purposes.
Section 8. Quorum and Voting Requirements. A quorum at any meeting of the
Board shall consist of not less than a majority of the directors then in office
or such greater number as shall be required by law, these Bylaws or the Articles
of Incorporation. If less than a required quorum is present, the majority of
those directors present shall adjourn the meeting to another time and place
without further notice. At such adjourned meeting at which a quorum shall be
represented, any business may be transacted that might have been transacted at
the meeting as originally noticed. Except as otherwise provided by law, the
Articles of Incorporation or these Bylaws, a majority vote of the directors
present at a meeting if a quorum is present at the time of such vote, shall
constitute an act of the Board.
Section 9. Informal Action by Directors. Unless otherwise restricted by
the Articles of Incorporation or these Bylaws, any action required of permitted
to be taken at any meeting of the Board of Directors, or of any committee
thereof, may be taken without a meeting if all members of the Board of Directors
or such committee, as the case may be, consent thereto in writing, and the
writing or writings are filed with the minutes of proceedings of the Board of
Directors or such committee.
Section 10. Resignation. Any director may resign at any time by sending a
written notice of such resignation to the principal office of the Corporation
addressed to the Chairman of the Board or the President. Unless otherwise
specified therein, such resignation shall take effect upon receipt thereof.
Section 11. Vacancies. To the extent not inconsistent with the Articles
of Incorporation and subject to the limitations prescribed by law and the rights
of holders of Preferred Stock, vacancies in the office of director, including
vacancies created by newly created directorships resulting from an increase in
the number of directors, shall be filled only by a vote of a majority of the
directors then holding office, whether or not a quorum, at any regular or
special meeting of the Board called for that purpose. Subject to the rights of
holders of Preferred Stock, no person shall be so elected a director unless
nominated by the Nominating Committee. Subject to the rights of holders of
Preferred Stock, any director so elected shall serve for the remainder of the
full term of the class of directors in which the new directorship was created or
the vacancy occurred and until hit or her successor shall be elected and
qualified.
Section 12. Compensation. From time to time, as the Board deems
necessary, the Board shall fix the compensation of directors, and officers of
the Corporation in such one or more forms as the Board may determine.
Section 13. Amendments Concerning the Board. The number, retirement age,
and other restrictions and qualifications for directors of the Corporation as
set forth in these Bylaws may be altered only by a vote, in addition to any vote
required by law, of two-thirds of the entire Board or by the affirmative vote of
the holders of record of not less than eighty percent (80%) of the total votes
eligible to be cast by holders of all outstanding shares of capital stock of the
Corporation entitled to vote generally in the election of directors at a meeting
of the shareholders called for that purpose.
ARTICLE V
COMMITTEES
Section 1. Standing Committees. At each annual meeting of the Board, the
directors shall designate from their own number, by resolution adopted by a
majority of the entire Board, the following committees:
(a) Executive Committee
(b) Examining and Audit Committee
(c) Personnel and Compensation Committee
(d) Nominating Committee
which shall be standing committees of the Board. The Board shall appoint a
director to fill any vacancy on any committee of the Board. The members of the
committees shall serve at the pleasure of the Board.
Section 2. Executive Committee. There shall be an Executive Committee of
the Board, consisting of at least four (4) members, as shall be appointed by
Board resolution or these Bylaws. The President shall be an ex-officio member of
the Executive Committee, with power to vote on all matters so long as the
President is also director of the Corporation. Three (3) members of the
Executive Committee, at least two (2) of whom must be non-officer directors, or
such other number of members as the Board of Directors may establish by
resolution, shall constitute a quorum for the transaction of business. The vote
of a majority of members present at any meeting including the presiding member,
who shall be eligible to vote, shall constitute the action of the Executive
Committee.
The Chairman of the Board or such other director or officer as the
Chairman of the Board shall designate shall serve as chairman of the Executive
Committee or, if the office of the Chairman of the board is vacant, the
President shall serve as chairman of the Executive Committee. In the absence of
the chairman of the Executive Committee, the committee shall designate, from
among its membership present, a person to preside at any meeting held in such
absence. The Executive Committee shall designate, from its membership or
otherwise, a secretary who shall report to the Board at its next regular meeting
all proceedings and actions taken by the Executive Committee. The Executive
Committee shall meet as necessary at the call of the Chairman of the Board, the
President or at the call of a majority of the members of the Executive
Committee.
The Executive Committee shall, to the extent not inconsistent with law,
these Bylaws or the Articles of Incorporation, exercise all the powers and
authority of the Board in the management of the business and affairs of the
Corporation in the intervals between the meetings of the Board. The Executive
Committee shall also consider proposals from management in relation to the
election of officers and shall make recommendations in relation to those
nominated to officer positions to the Board.
Section 3. Examining and Audit Committee. The Examining and Audit
Committee shall consist of at least three (3) members whose background and
experience are financial and/or business management related, none of whom shall
be an officer or salaried employee of the Corporation or its subsidiaries, an
attorney who receives a fee or other compensation for legal services rendered to
the Corporation or any other individual having a relationship which, in the
opinion of the Board, would interfere with the exercise of independent judgment
in carrying out the responsibilities of a director. At any regular meeting of
the Board, any director who is otherwise eligible to serve on the Examining and
Audit Committee may be elected to fill a vacancy that has occurred on the
Examining, and Audit Committee. The Board shall designate one member of the
committee to serve as chairman of the committee. The Examining and Audit
Committee shall meet annually, at the call of the chairman of the committee and
may hold such additional meetings as the chairman of the committee may deem
necessary, to examine, or cause to be examined, the records and affairs of the
Corporation to determine its true financial condition, and shall present a
report of examination to the Board at the Board's next regular meeting following
the meeting of the Examining and Audit Committee. The committee shall appoint,
from its membership or otherwise, a secretary who shall cause to be kept written
minutes of all meetings of the committee. The Examining and Audit Committee
shall make, or cause to be made, such other examinations as it may deem
advisable or whenever so directed by the Board and shall report thereon in
writing at a regular meeting of the Board. The Examining and Audit Committee
shall make recommendations to the Board in relation to the employment of
accountants and independent auditors and arrange for such other assistance as it
may deem necessary or desirable. The Examining and Audit Committee shall review
and evaluate the procedures and performance of the Corporation's internal
auditing staff. A quorum shall consist of at least a majority of the voting
members of the committee.
Section 4. Personnel and Compensation Committee. The Personnel and
Compensation Committee shall consist of at least three (3) members, none of whom
shall be an officer or salaried employee of the Corporation or its subsidiaries
as shall be appointed by Board resolution or these Bylaws. In addition, the
President shall be an ex-officio member of the Personnel and Compensation
Committee without any power to vote. The Board shall designate one member of the
committee to serve as chairman of the Personnel and Compensation Committee, who
shall have the authority to adopt and establish procedural rules for the conduct
of all meetings of the committee.
The committee shall meet annually at the call of the chairman of the
committee, and may hold such additional meetings as the Chairman of the Board or
the President may deem necessary. A quorum shall consist of at least a majority
of the voting members of the committee. The vote of a majority of the voting
members present at any meeting, including the chairman of the committee who
shall be eligible to vote, shall constitute the action of the Personnel and
Compensation Committee. The committee shall appoint, from its membership or
otherwise, a secretary who shall cause to be kept written minutes of all
meetings of the committee.
The Compensation Committee shall be responsible for monitoring the
financial condition of the Corporation and overseeing the development,
implementation and conduct of the Corporation's employment and personnel
policies, notices and procedures, including the administration of, the
Corporation's compensation and benefit programs.
Section 5. Nominating Committee. The Nominating Committee shall consist
of at least three (3) members none of whom shall be an officer or a salaried
employee of the Corporation or its subsidiaries. In addition, the President
shall be an ex-officio member of the Nominating Committee, with power to vote so
long as the President is also a director of the Corporation. Notwithstanding the
foregoing, no director shall serve on the Nominating Committee in any capacity
in any year during which such director's term as a director is scheduled to
expire. The Nominating Committee shall review qualifications of and interview
the candidates for the Board and shall make nominations for the election of
Board members in accordance with the provisions of these Bylaws in relation to
those suggestions to the Board. A quorum shall consist of at least a majority of
the voting members of the committee.
Section 6. Other Committees. The Board may by resolution adopted by a
majority of the entire Board at any meeting authorize such other committees as
from time to time it may deem necessary or appropriate for the conduct of the
business of the Corporation. The members of each committee so authorized shall
be appointed by the Board from members of the Board and/or employees of the
Corporation. In addition, the President shall be an ex-officio member of each
such committee. Each such committee shall exercise such powers as may be
assigned by the Board to the extent not inconsistent with law, these Bylaws or
the Articles of Incorporation.
ARTICLE VI
OFFICERS
Section 1. Number. The Board shall, at each annual meeting, elect a
Chairman of the Board, a Chief Executive Officer, a President, a Secretary and
such other officers as the Board from time to time may deem necessary or the
business of the Corporation may require. Any number of offices may be held by
the same person except that no person may simultaneously hold the offices of
President and Secretary.
The election of all officers shall be by a majority of the Board. If such
election is not held at the meeting held annually for the election of officers,
such officers may be so elected at any subsequent regular meeting or at a
special meeting called for that purpose, in the same manner above provided. Each
person elected shall have such authority, bear such title and perform such
duties as provided in these Bylaws and as the Board may prescribe from time to
time. All officers elected or appointed by the Board shall assume their duties
immediately upon their election and shall hold office at the pleasure of the
Board. Whenever a vacancy occurs among the officers, it may be filled at any
regular or special meeting called for that purpose, in the same manner as above
provided.
Section 2. Term of Office and Removal. Each officer shall serve until his
or her successor is elected and duly qualified the office is abolished, or he or
she is removed. Except for the Chairman of the Board, the Chief Executive
Officer or the President, any officer may be removed at any regular meeting of
the Board with or without cause by an affirmative vote of a majority of the
entire Board. The Board may remove the Chairman of the Board, the Chief
Executive Officer or the President at any time, with or without cause, only by a
vote of two-thirds of the non-officer directors then holding office at any
regular or special meeting of the Board called for that purpose.
Section 3. Retirement. No officer of the Corporation who is described in
Section 12(c) of the Age Discrimination in Employment Act of 1967, as amended,
shall continue to serve as an officer of the Corporation beyond the end of the
month in which his or her 70th birthday occurs; provided, however, that any such
officer shall, to the extent specifically authorized by contract approved by, or
a resolution of a majority of the entire Board, be eligible to continue to serve
as an officer of the Corporation on a year to year basis.
Section 4. Chairman of the Board. The Chairman of the Board shall preside
at all meetings of the shareholders; preside at all meetings of the Board and of
the Executive Committee; make recommendations to the Board regarding
appointments to all committees; and sign instruments in the name of the
Corporation.
In the absence or disability of the Chairman of the Board and the Vice
Chairman of the Board, the Board shall designate a person who shall exercise the
powers and perform the duties which otherwise would fall upon the Chairman of
the Board.
Section 5. President. The President shall be the Chief Executive Officer
of the Corporation and shall, subject to the direction of the Board, oversee all
the major activities of the Corporation and its subsidiaries and be responsible
for assuring that the policy decisions of the Board are implemented as
formulated. The President shall be responsible, in consultation with such
Officers and members of the Board as he deems appropriate, for planning the
growth of the Corporation. The President shall be responsible for shareholder
relations and relations with investment bankers or other similar financial
institutions, and shall be empowered to designate officers of the Corporation
and its subsidiaries to assist in such activities. The President shall be
principally responsible for exploring and reporting to the Board all
opportunities for mergers, acquisitions and new business. The President, under
authority given to him, sign instruments in the name of the Corporation. The
President shall have general supervision and direction of all of the
Corporation's officers and personnel, subject to and consistent with policies
enunciated by the Board. The President shall have such other powers as may be
assigned to him by the Board or its committees.
Section 6. Vice Presidents. Executive Vice Presidents, Senior Vice
Presidents and Vice Presidents may be appointed by the Board of Directors to
perform such duties as may be prescribed by these Bylaws, the Board or the
President as permitted by the Board.
Section 7. Secretary. The Secretary shall attend all meetings of the
Board and of the shareholders, and shall record, or cause to be recorded, all
votes and minutes of all proceedings of the Board and of the shareholders in a
book or books to be kept for that purpose. The Secretary shall perform such
executive and administrative duties as may be assigned by the Board, the
Chairman of the Board or the President. The Secretary shall have charge of the
seal of the Corporation, shall submit such reports and statements as may be
required by law or by the Board, shall conduct all correspondence relating to
the Board and its proceedings and shall have such other powers and duties as are
generally incident to the office of Secretary and as may be assigned to him or
her by the Board, the Chairman of the Board or the President.
Section 8. Other Officers and Employees. Other officers and employees
appointed by the Board shall have such authority and shall perform such duties
as may be assigned to them, from time to time, by the Board or the President.
Section 9. Compensation of Officers and Others. The compensation of all
officers and employees shall be fixed from time to time by the Board, the
Compensation Committee, or by any committee or officer authorized by the Board
to do so, upon the recommendation and report by the Compensation Committee. The
compensation of agents shall be fixed by the Board, or by any committee or
officer authorized by the Board to do so, upon the recommendation and report of
the Compensation Committee.
ARTICLE VII
DIVIDENDS
The Board shall have the power, subject to the provisions of law and the
requirements of the Articles of Incorporation, to declare and pay dividends to
the shareholders provided that no distribution may be made if, after giving it
effect, either of the following would result:
a. The Corporation would not be able to pay its debts as they become due in
the usual course of business;
b. The Corporation's total assets would be less than the sum of its total
liabilities plus, unless the Articles of Incorporation permit otherwise, the
amount that would be needed, if the Corporation were to be dissolved at the time
of the distribution, to satisfy the preferential rights upon dissolution of
shareholders whose preferential rights are superior to those receiving the
distribution.
The Board shall have the power to pay such dividends to the shareholders
in cash, in property, or in shares of the capital stock of the Corporation, and
to fix the date or dates for the payment of such dividends.
ARTICLE VIII
AMENDMENTS
These Bylaws, except as provided by applicable law or the Articles of
Incorporation, or as otherwise set forth in these Bylaws, may be amended or
repealed at any regular meeting of the entire Board by the vote of two-thirds of
the Board; provided, however, that (a) a notice specifying the change or
amendment shall have been given at a previous regular meeting and entered in the
minutes of the Board; (b) a written statement describing the change or amendment
shall be made in the notice mailed to the directors of the meeting at which the
change or amendment shall be acted upon; and (c) any Bylaw made by the Board may
be altered, amended, rescinded, or repealed by the holders of shares of capital
stock entitled to vote thereon at any annual meeting or at any special meeting
called for that purpose in accordance with the percentage requirements set forth
in the Articles of Incorporation and/or these Bylaws. Notwithstanding the
foregoing, any provision of these Bylaws that contains a supermajority voting
requirement shall only be altered, amended, rescinded, or repealed by a vote of
the Board or holders of capital stock entitled to vote thereon that is not less
than the supermajority specified in such provision.