Exhibit 4.4 Bylaws of First Federal Savings Bank of Iowa, as amended.
BYLAWS
FIRST FEDERAL SAVINGS BANK OF FORT DODGE
ARTICLE I - Home Office
The home office of First Federal Savings Bank of Fort Dodge (the
"Bank") shall be located in the County of Webster, in the State of Iowa.
ARTICLE II - Shareholders
Section 1. Place of Meetings. All annual and special meetings of
shareholders shall be held at the home office of the Bank or at such other place
in the State in which the principal place of business of the Bank is located as
the board of directors may determine.
Section 2. Annual Meeting. A meeting of the shareholders of the Bank
for the election of directors and for the transaction of any other business of
the Bank shall be held annually within 120 days after the end of the Bank's
fiscal year, on the fourth Friday in April, if not a legal holiday, and if a
legal holiday, then on the next day following which is not a legal holiday, at
10:30 a.m., or at such other date and time within such 120-day period as the
board of directors may determine.
Section 3. Special Meetings. Subject to the limitations set forth in
Section 8 of the Bank's Charter, special meetings of the shareholders for any
purpose or purposes, unless otherwise prescribed by the regulations of the
Office of Thrift Supervision (the "Office"), may be called at any time by the
chairman of the board, the president, or a majority of the board of directors,
and shall be called by the chairman of the board, the president, or the
secretary upon"the written request of the holders of not less than one-tenth of
all of the outstanding capital stock of the Bank entitled to vote at the
meeting. Such written request shall state the purpose or purposes of the meeting
and shall be delivered to the home office of the Bank addressed to the chairman
of the board, the president, or the secretary.
Section 4. Conduct of Meetings. Annual and special meetings shall be
conducted in accordance with the most current edition of Roberts Rules of Order
unless otherwise prescribed by the Office or these bylaws. The board of
directors shall designate, when present, either the chairman of the board or
president to preside at such meetings.
Section 5. Notice of Meetings. Written notice stating the place, day,
and hour of the meeting and the purpose(s) for which the meeting is called shall
be delivered not fewer than 10 nor more than 50 days before the date of the
meeting, either personally or by mail, by or at the direction of the chairman of
the board, the president, or the secretary, or the directors calling the
meeting, to each shareholder of record entitled to vote at such meeting. If
mailed, such notice shall be deemed to be delivered when deposited in the mail,
addressed to the shareholder at the address as it appears on the stock transfer
books or records of the Bank as of the record date prescribed in Section 6 of
this Article II with postage prepaid. When any shareholders meeting, either
annual or special, is adjourned for 30 days or more, notice of the adjourned
meeting shall be given as in the case of an original meeting. It shall not be
necessary to give any notice of the time and place of any meeting adjourned for
less than 30 days or of the business to be transacted at the meeting, other than
an announcement at the meeting at which such adjournment is taken.
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, or shareholders entitled to receive payment of any dividend, or
in order to make a determination of shareholders for any other proper purpose,
the board of directors shall fix in advance a date as the record date for any
such determination of shareholders. Such date in any case shall be not more than
60 days and, in case of a meeting of shareholders, not fewer than 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,
such determination shall apply to any adjournment.
Section 7. Voting List. At least 20 days before each meeting of the
shareholders, the officer or agent having charge of the stock transfer books for
shares of the Bank shall make a complete list of the shareholders entitled to
vote at such meeting, or any adjournment, arranged in alphabetical order, with
the address and the number of shares held by each. 'Mis list of shareholders
shall be kept on file at the home office of the Bank and shall be subject to
inspection by any shareholder at any time during usual business hours for a
period of 20 days prior to such meeting. Such list also shall be produced and
kept open at the time and place of the meeting and shall be subject to
inspection by any shareholder during the entire time of the meeting. The
original stock transfer book shall constitute prima facie evidence of the
shareholders entitled to examine such list or transfer books or to vote at any
meeting of shareholders.
In lieu of making the shareholder list available for inspection by
shareholders as provided in the preceding paragraph, the board of directors may
elect to follow the procedures described in ss. 552.6(d) of the Office's
regulations as now or hereafter in effect.
Section 8. Quorum. A majority of the outstanding shares of the Bank
entitled to vote, represented in person or by proxy, shall constitute a quorum
at a meeting of shareholders. 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 shall be present or represented, any business may be
transacted which might have been transacted at the meeting as originally
notified. The shareholders present at a duly organized meeting may continue to
transact business until adjournment, notwithstanding the withdrawal of enough
shareholders to constitute less than a quorum.
Section 9. Proxies. At all meetings of shareholders, a shareholder may
vote by proxy executed in writing by the shareholder or by his duly authorized
attorney in fact. Proxies solicited on behalf of the management shall be voted
as directed by the shareholder or, in the absence of such direction, as
determined by a majority of the board of directors. No proxy shall be valid more
than eleven months from the date of its execution except for a proxy coupled
with in interest.
Section 10. Voting of 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 Bank to the contrary, at any meeting of the shareholders of
the Bank, any one or more of such shareholders 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 stand, the vote or votes to which those persons are
entitled shall be cast as directed by a majority of those holding such 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 11. Voting of Shares of Certain Holders. Shares standing in the
name of another corporation may be voted by any 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 by 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, and shares held by or under the control of a
receiver may be voted by such receiver without the transfer 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 shareholder 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.
Neither treasury shares of its own stock held by the Bank nor shares
held by another corporation, if a majority of the shares entitled to vote for
the election of directors of such other corporation are held by the 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 12. Cumulative Voting. Every shareholder entitled to vote at an
election for directors shall have the right to vote, in person or by proxy, the
number of shares owned by the shareholder for as many persons as there are
directors to be elected and for whose election the shareholder has a right to
vote, or to cumulate the votes by giving one candidate as many votes as the
number of such directors to be elected multiplied by the number of shares shall
equal or by distributing such votes on the same principle among any number of
candidates.
Section 13. Inspectors of Election. In advance of any meeting of
shareholders, the board of directors may appoint any person other than nominees
for office as inspectors of election to act at such meeting or any adjournment.
The number of inspectors shall be either one or three. Any such appointment
shall not be altered at the meeting. If inspectors of election are not so
appointed, the chairman of the board or the president may, or on the request of
not fewer than 10 percent of the votes represented at the meeting shall, make
such appointment at the meeting. If appointed at the meeting, the majority of
the votes present shall determine whether one or three inspectors are to be
appointed. In case any person appointed as inspector fails to appear or fails or
refuses to act, the vacancy may be filled by appointment by the board of
directors in advance of the meeting or at the meeting by the chairman of the
board or the president.
Unless otherwise prescribed by regulations of the Office, the duties of
such inspectors shall include: determining the number of shares and the voting
power of each share, the shares represented at the meeting, the existence of a
quorum, and the authenticity, validity and effect of proxies; receiving votes,
ballots, or consents; hearing and determining all challenges and questions in
any way arising in connection with the rights to vote; counting and tabulating
all votes or consents; determining the result; and such acts as may be proper to
conduct the election or vote with fairness to all shareholders.
Section 14. Nominating Committee. The board of directors shall act as a
nominating committee for selecting the management nominees for election as
directors. Except in the case of a nominee substituted as a result of the death
or other incapacity of a management nominee, the nominating committee shall
deliver written nominations to the secretary at least 20 days prior to the date
of the annual meeting. Upon delivery, such nominations shall be posted in a
conspicuous place in each office of the Bank. No nominations for directors
except those made by the nominating committee shall be voted upon at the annual
meeting unless other nominations by shareholders are made in writing and
delivered to the secretary of the Bank at least five days prior to the date of
the annual meeting. Upon delivery, such nominations shall be posted in a
conspicuous place in each office of the Bank. Ballots bearing the names of all
persons nominated by the nominating committee and by shareholders shall be
provided for use at the annual meeting. However, if the nominating committee
shall fail or refuse to act at least 20 days prior to the annual meeting,
nominations for directors may be made at the annual meeting by any shareholder
entitled to vote and shall be voted upon.
Section 15. New Business. Any new business to be taken up at the annual
meeting shall be stated in writing and filed with the secretary of the Bank at
least five days prior to the date of the annual meeting, and all business so
stated, proposed, and filed shall be considered at the annual meeting; but no
other proposal shall be acted upon at the annual meeting. Any shareholder may
make any other proposal at the annual meeting and the same may be discussed and
considered, but unless stated in writing and filed with the secretary at least
five days before the meeting, such proposal shall be laid over for action at an
adjourned, special or annual meeting of the shareholders taking place 30 days or
more thereafter. This provision shall not prevent the consideration and approval
or disapproval at the annual meeting of reports of officers, directors, and
committees; but in connection with such reports, no new business shall be acted
upon at such annual meeting unless stated and filed as herein provided.
Section 16. Informal Action by Shareholders. Any action required to be
taken at a meeting of the shareholders, or any other action which may be taken
at a meeting of shareholders, may be taken without a meeting if consent in
writing, setting forth the action so taken, shall be given by all of the
shareholders entitled to vote with respect to the subject matter.
ARTICLE III - Board of Directors
Section 1. General Powers. The business and affairs of the Bank shall
be under the direction of its board of directors. 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.
Section 2. Number and Term. The board of directors shall consist of
seven members, and shall be divided into three classes as nearly equal in number
as possible. The members of each class shall be elected for a term of three
years and until their successors are elected and qualified. One class shall be
elected by ballot annually.
Section 3. Regular Meetings. A regular meeting of the board of
directors shall be held without other notice than this bylaw immediately after,
and at the same place as, the annual meeting of shareholders. The board of
directors may provide, by resolution, the time and place, within the Bank's
normal lending territory, for the holding of additional regular meetings without
other notice than such resolution.
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 4. Qualification. Each director shall at all times be the
beneficial owner of not less than 100 shares of capital stock of the Bank unless
the Bank is a wholly owned subsidiary of a holding company.
Section 5. Special Meetings. Special meetings of the board of directors
may be called by or at the request of the chairman of the board, the president,
or one-third of the directors. The persons authorized to call special meetings
of the board of directors may fix any place, within the Bank's normal lending
territory, as the place for holding any special meeting of the board of
directors called by such persons.
Members of the board of directors may participate in special meetings
by means of conference telephone or similar communications equipment by which
all persons participating in the meeting can hear each other. Such participation
shall constitute presence in person for all purposes.
Section 6. Notice. Written notice of any special meeting shall be given
to each director at least two days prior thereto when delivered personally or by
telegram or at least five days prior thereto when delivered by mail at the
address at which the director is most likely to be reached. Such notice shall be
deemed to be delivered when deposited in the mail so addressed, with postage
prepaid if mailed or when delivered to the telegraph company if sent by
telegram. Any director may waive notice of any meeting by a writing filed with
the secretary. The attendance of a director at a meeting shall constitute a
waiver of notice of such meeting, 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. Neither the business to be
transacted at, nor the purpose of, any meeting of the board of directors need be
specified in the notice of waiver of notice of such meeting.
Section 7. Quorum. A majority of the number of directors fixed by
Section 2 of this Article III shall constitute a quorum for the transaction of
business at any meeting of the board of directors; but if less than such
majority is present at a meeting, a majority of the directors present may
adjourn the meeting from time to time. Notice of any adjourned meeting shall be
given in the same manner as prescribed by Section 5 of this Article III.
Section 8. Manner of Acting. The act of the majority of the directors
present at a meeting at which a quorum is present shall be the act of the board
of directors, unless a greater number is prescribed by regulation of the Office
or by these bylaws.
Section 9. Action Without a Meeting. Any action required or permitted
to be taken by the board of directors at a meeting may be taken without a
meeting if a consent in writing, setting forth the action so taken, shall be
signed by all of the directors.
Section 10. Resignation. Any director may resign at any time by sending
a written notice of such resignation to the home office of the Bank addressed to
the chairman of the board or the president. Unless otherwise specified, such
resignation shall take effect upon receipt by the chairman of the board or the
president. More than three consecutive absences from regular meetings of the
board of directors, unless excused by resolution of the board of directors,
shall automatically constitute a resignation, effective when such resignation is
accepted by the board of directors.
Section 11. Vacancies. Any vacancy occurring on the board of directors
may be filled by the affirmative vote of a majority of the remaining directors
although less than a quorum of the board of directors. A director elected to
fill a vacancy shall be elected to serve until the next election of directors by
the shareholders. Any directorship to be filled by reason of an increase in the
number of directors may be filled by election by the board of directors for a
term of office continuing only until the next election of directors by the
shareholders.
Section 12. Compensation. Directors, as such, may receive a stated
salary for their services. By resolution of the board of directors, a reasonable
fixed sum, and reasonable expenses of attendance, if any, may be allowed for
actual attendance at each regular or special meeting of the board of directors.
Members of either standing or special committees may be allowed such
compensation for actual attendance at committee meetings as the board of
directors may determine.
Section 13. Presumption of Assent. A director of the Bank who is
present at a meeting of the board of directors at which action on any Bank
matter is taken shall be presumed to have assented to the action taken unless
his dissent or abstention shall be entered in the minutes of the meeting or
unless he shall file a 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 registered mail to the secretary of the Bank within five days
after the date a copy of the minutes of the meeting is received. Such right to
dissent shall not apply to a director who voted in favor of such action.
Section 14. Removal of Directors. At a meeting of shareholders called
expressly for that purpose, any director may be removed for cause by a vote of
the holders of a majority of the shares then entitled to vote at an election of
directors. If less than the entire board is to be removed, no one of the
directors may be removed if the votes cast against the removal would be
sufficient to elect a director if then cumulatively voted at an election of the
class of directors of which such director is a part. Whenever the holders of the
shares of any class are entitled to elect one or more directors by the
provisions of the charter or supplemental sections thereto, the provisions of
this section shall apply, in respect to the removal of a director or directors
so elected, to the vote of the holders of the outstanding shares of that class
and not to the vote of the outstanding shares as a whole.
ARTICLE IV - Executive And Other Committees
Section 1. Appointment. The board of directors, by resolution adopted
by a majority of the full board, may designate the chief executive officer and
two or more of the other directors to constitute an executive committee. The
designation of any committee pursuant to this Article IV and the delegation of
authority shall not operate to relieve the board of directors, or any director,
of any responsibility imposed by law or regulation.
Section 2. Authority. The executive committee, when the board of
directors is not in session, shall have and may exercise all of the authority of
the board of directors except to the extent, if any, that such authority shall
be limited by the resolution appointing the executive committee; and except also
that the executive committee shall not have the authority of the board of
directors with reference to: the declaration of dividends; the amendment of the
charter or bylaws of the Bank, or recommending to the shareholders a plan of
merger, consolidation, or conversion; the sale, lease, or other disposition of
all or substantially all of the property and assets of the Bank otherwise than
in the usual and regular course of its business; a voluntary dissolution of the
Bank; a revocation of any of the foregoing; or the approval of a transaction in
which any member of the executive committee, directly or indirectly, has any
material beneficial interest.
Section 3. Tenure. Subject to the provisions of Section 8 of this
Article IV, each member of the executive committee shall hold office until the
next regular annual meeting of the board of directors following his or her
designation and until a successor is designated as a member of the executive
committee.
Section 4. Meetings. Regular meetings of the executive committee may be
held without notice at such times and places as the executive committee may fix
from time to time by resolution. Special meetings of the executive committee may
be called by any member thereof upon not less than one days notice stating the
place, date, and hour of the meeting, which notice may be written or oral. Any
member of the executive committee may waive notice of any meeting and no notice
of any meeting need be given to any member thereof who attends in person. The
notice of a meeting of the executive committee need not state the business
proposed to be transacted at the meeting.
Section 5. Quorum. A majority of the members of the executive committee
shall constitute a quorum for the transaction of business at any meeting
thereof, and action of the executive committee must be authorized by the
affirmative vote of a majority of the members present at a meeting at which a
quorum is present.
Section 6. Action Without a Meeting. Any action required or permitted
to be taken by the executive committee at a meeting may be taken without a
meeting if a consent in writing, setting forth the action so taken, shall be
signed by all of the members of the executive committee.
Section 7. Vacancies. Any vacancy in the executive committee may be
filled by a resolution adopted by a majority of the full board of directors.
Section 8. Resignations and Removal. Any member of the executive
committee may be removed at any time with or without cause by resolution adopted
by a majority of the full board of directors. Any member of the executive
committee may resign from the executive committee at any time by giving written
notice to the president or secretary of the Bank. Unless otherwise specified,
such resignation shall take effect upon its receipt; the acceptance of such
resignation shall not be necessary to make it effective.
Section 9. Procedure. The executive committee shall elect a presiding
officer from its members and may fix its own rules of procedure which shall not
be inconsistent with these bylaws. It shall keep regular minutes of its
proceedings and report the same to the board of directors for its information at
the meeting held next after the proceedings shall have occurred.
Section 10. Other Committees. The board of directors may by resolution
establish an audit, loan, or other committee composed of directors as they may
determine to be necessary or appropriate for the conduct of the business of the
Bank and may prescribe the duties, constitution, and procedures thereof.
ARTICLE V - Officers
Section 1. Positions. The officers of the Bank shall be a president,
one or more vice presidents, a secretary, and a treasurer, each of whom: shall
be elected by the board of directors. The board of directors also may designate
the chairman of the board as an officer. The president shall be the chief
executive officer, unless the board of directors designates the chairman of the
board as chief executive officer. The president shall be a director of the Bank.
The offices of the secretary and treasurer may be held by the same person and a
vice president also may be either the secretary or the treasurer. The board of
directors may designate one or more vice presidents as executive vice president
or senior vice president. The board of directors also may elect or authorize the
appointment of such other officers as the business of the Bank may require. The
officers 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 2. Election and Term of Office. The officers of the Bank shall
be elected annually at the first meeting of the board of directors held after
each annual meeting of the shareholders. If the election of officers is not held
at such meeting, such election shall be held as soon thereafter as possible.
Each officer shall hold office until a successor has been duly elected and
qualified or until the officers death, resignation, or removal in the manner
hereinafter provided. Election or appointment of an officer. employee, or agent
shall not of itself create contractual rights. The board of directors may
authorize the Bank to enter into an employment contract with any officer in
accordance with regulations of the Office; but no such contract shall impair the
right of the board of directors to remove any officer at any time in accordance
with Section 3 of this Article V.
Section 3. Removal. Any officer may be removed by the board of
directors whenever in its judgment the best interests of the Bank will be served
thereby, but such removal, other than for cause, shall be without prejudice to
any contractual rights of the person so removed.
Section 4. Vacancies. A vacancy in any office because of death,
resignation, removal, disqualification, or otherwise may be filled by the board
of directors for the unexpired portion of the term.
Section 5. Remuneration. The remuneration of the officers shall be
fixed from time to time by the board of directors.
ARTICLE VI - Contracts, Loans, Checks, and Deposits
Section 1. Contracts. To the extent permitted by regulations of the
Office, and except as otherwise prescribed by these bylaws with respect to
certificates for shares, the board of directors may authorize any officer,
employee or agent of the Bank to enter into any contract or execute and deliver
any instrument in the name of and on behalf of the Bank. Such authority may be
general or confined to specific instances.
Section 2. Loans. No loans shall be contracted on behalf of the 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 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 Bank shall be signed by one or more officers, employees, or agents
of the Bank in such manner as shall from time to time be determined by the board
of directors.
Section 4. Deposits. All funds of the Bank not otherwise employed shall
be deposited from time to time to the credit of the Bank in any duly authorized
depositories as the board of directors may select.
ARTICLE VII - Certificates for Shares and Their Transfer
Section 1. Certificates for Shares. Certificates representing shares of
capital stock of the Bank shall be in such form as shall be determined by the
board of directors and approved by the Office. Such certificates shall be signed
by the chief executive officer or by any other officer of the Bank authorized by
the board of directors, attested by the secretary or an assistant secretary, and
sealed with the corporate seal or a facsimile thereof. The signature of such
officers upon a certificate may be facsimiles if the certificate is manually
signed on behalf of a transfer agent or a registrar other than the bank itself
or one of its employees. Each certificate for shares of capital stock shall be
consecutively numbered or otherwise identified. The name and address of the
person to whom the shares are issued, with the number of shares and date of
issue, shall be entered on the stock transfer books of the Bank. All
certificates surrendered to the Bank for transfer shall be cancelled and no new
certificate shall be issued until the former certificate for a like number of
shares has been surrendered and cancelled, except that in the case of a lost or
destroyed certificate, a new certificate may be issued upon such terms and
indemnity to the Bank as the board of directors may prescribe.
Section 2. Transfer of Shares. Transfer of shares of capital stock of
the Bank shall be made only on its stock transfer books. Authority for such
transfer shall be given only by the holder of record or by his legal
representative, who shall furnish proper evidence of such authority, or by his
attorney authorized by a duly executed power of attorney and filed with the
Bank. Such transfer shall be made only on surrender for cancellation of the
certificate for such shares. The person in whose name shares of capital stock
stand on the books of the Bank shall be deemed by the Bank to be the owner for
all purposes.
ARTICLE VIII - Fiscal Year; Annual Audit
The fiscal year of the Bank shall end on the last day of December of
each year. The 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. The appointment of such accountants shall be subject to
annual ratification by the shareholders.
ARTICLE IX - Dividends
Subject only to the terms of the Bank's charter and the regulations and
orders of the Office, the board of directors may, from time to time, declare,
and the Bank may pay, dividends on its outstanding shares of capital stock.
ARTICLE X - Corporate Seal
The board of directors shall provide a Bank seal which shall be two
concentric circles between which shall be the name of the Bank. The year of
incorporation or an emblem may appear in the center.
ARTICLE XI - Amendments
These bylaws may be amended in a manner consistent with regulations of
the Office at any time by a majority vote of the full board of directors or by a
majority vote of the votes cast by the shareholders of the Bank at any legal
meeting.
ARTICLE XII - Age limitations
a. DIRECTORS. No person 75 or above years of age shall be eligible for
election, reelection, appointment, or reappointment to the board of the Bank. No
director shall serve as such beyond the annual meeting of the Bank immediately
following the director becoming age 75. This age limitation does not apply to a
director emeritus.
b. OFFICERS. No person 70 or above years of age shall be eligible for
election, reelection, appointment, or reappointment as an officer of the Bank.
No officer shall serve beyond the annual meeting of the Bank immediately
following the officer becoming 70.
ARTICLE XIII - Preparedness emergency bylaws
a. EMERGENCY OPERATIONS BY SURVIVING STAFF. In the event of an
emergency declared by the President of the United States or the person
performing his or her functions, the officers and employees of this Bank will
continue to conduct the affairs of the Bank under such guidance from the
directors as may be available except as to matters which by statute require
specific approval of the board of directors and subject to conformance with any
governmental directives during the emergency.
b. EMERGENCY OPERATIONS BY DIRECTORS OR MEMBERS OF EXECUTIVE COMMITTEE.
The board of directors shall have the power, in the absence or disability of any
officer, or upon the refusal of any officer to act, to delegate and prescribe
such officer's powers and duties to any other officer, or to any director, for
the time being. In the event of a state of disaster of sufficient severity to
prevent the conduct and management of the affairs and business of this Bank by
its directors and officers as contemplated by these bylaws, any two or more
available members of the then incumbent executive committee shall constitute a
quorum of that committee for the full conduct and management of the affairs and
business of the Bank in accordance with the provisions of Article III of these
bylaws. In the event of the unavailability, at such time, of a minimum of two
members of the then incumbent executive committee, any three available directors
shall constitute the executive committee for the full conduct and management of
the affairs and business of the Bank in accordance with the foregoing provisions
of this section. This bylaw shall be subject to implementation by resolutions of
the board of directors passed from time to time for that purpose, and any
provisions of these bylaws (other than this section) and any resolutions which
are contrary to the provisions of this section or to the provisions of any such
implementary resolutions shall be suspended until it shall be determined by any
interim executive committee acting under this section that it shall be to the
advantage of this Bank to resume the conduct and management of its affairs and
business under all of the other provisions of these bylaws.
c. OFFICER SUCCESSION. If consequent upon war or warlike damage or
disaster, the president of this Bank cannot be located by the then acting home
office or is unable to assume or to continue normal executive duties, then the
authority and duties of the president shall, without further action of the board
of directors, be automatically assumed by one of the following persons in the
order designated: (List of names in order of succession is shown in the official
minutes of the Bank and in the certified copies which are under seal in various
depositories.)
Any one of the above persons who in accordance with this resolution
assumes the authority and duties of the president shall continue to serve until
he or she resigns or until five-sixths of the other officers who are attached to
the then acting home office decide in writing he or she is unable to perform
said duties or until the elected president of this Bank, or a person higher on
the above list, shall become available to perform the duties of president of the
Bank. If consequent upon war or warlike damage or disaster, the treasurer of
this Bank cannot be located by the then acting home office or is unable to
assume or to continue normal executive duties, then the authority and duties of
the treasurer shall, without further action by the board of directors, be
automatically assumed by one of the following persons in the order designated.
(List of names in order of succession is shown in the official minutes of the
Bank and in the certified copies which are under seal in various depositories.)
The person assuming the authority and duties of treasurer in accordance
with this section shall serve until: (1) the elected treasurer or person whose
name is higher on the above list shall be able to function as treasurer, or (2)
until he or she resigns or is unable as determined by the acting president to
perform the duties of his or her office. In the case of paragraph (c)(2) of this
section, the next eligible and available person on the above list shall assume
the authority and duties of the treasurer. Anyone dealing with this Bank may
accept a certification by any three officers that a specified individual is
acting as president or that a specified individual is acting as treasurer in
accordance with this section, and that anyone accepting such certification may
continue to consider it in force until notified in writing of a change, said
notice of change to carry the signatures of three officers of the Bank.
d. PROVIDING FOR ALTERNATE LOCATIONS. The offices of the Bank at which
its business shall be conducted shall be the home office thereof located at 825
Central Avenue, Fort Dodge, Iowa, Crossroads branch, 201 South 25th Street, Fort
Dodge, Iowa, and Nevada branch, 404 Lincoln Highway, Nevada, Iowa, and any other
legally authorized location which may be leased or acquired by this Bank to
carry on its business. During an emergency resulting in any authorized place of
business of this Bank being able to function, the business ordinarily conducted
at such location shall be relocated elsewhere in suitable quarters, in addition
to or in lieu of the locations heretofore mentioned, as may be designated by the
board of directors or by the executive committee or by such persons as are then,
in accordance with resolutions adopted from time to time by the board of
directors dealing with the exercise of authority in the time of such emergency,
conducting the affairs of this Bank. Any temporarily relocated place of business
of this Bank shall be returned to its legally authorized locations as soon as
practicable and such temporary place of business shall then be discontinued.
e. PROVIDING FOR ACTING HOME OFFICES. In case of, and provided that,
because of war or warlike damage or disaster, the Home Office of this Bank is
unable temporarily to continue its functions, the Crossroads Branch, located at
201 South 25th Street, Fort Dodge, Iowa, shall automatically and without further
action of this board of directors, become the "Acting Home Office of this Bank;"
that if by reason of said war or warlike damage or disaster, both the Home
Office of this Bank and the said Branch of this Bank are unable to carry on
their functions, then and in such case, the Nevada Branch of this Bank, located
at 404 Lincoln Highway, Nevada, Iowa, shall, without further action of this
board of directors, become the "Acting Home Office of this Bank." The Home
Office shall resume its functions at its legally authorized location as soon as
practicable.
ARTICLE XIV - Indemnification
The Bank shall indemnify its directors, officers and employees to the
fullest extent permitted under 12 C.F.R. ss. 545.121, as such law may be amended
from time to time by the Office of Thrift Supervision. Such indemnification
shall be in accordance with the following requirements:
Section 1. Definitions and Rules of Construction. (a) The following
definitions apply for purposes of this Article XIV:
(i) Action. The term "action" means any judicial or administrative
proceeding, or threatened proceeding, whether civil, criminal or
otherwise, including any appeal or other proceeding for review;
(ii) Court. The term "court" includes, without limitation, any court to
which or in which any appeal or any proceeding for review is brought.
(iii) Final judgment. The term "final judgment" means a judgment, decree
or order that is not appealable or as to which the period for appeal has
expired with no appeal taken.
(iv) Settlement. The term "settlement" includes entry of a judgment by
consent or confession or a plea of guilty or nolo contendere.
(b) References in this Article XIV to any individual or other
person, including any savings bank, shall include legal representatives,
successors and assigns thereof.
Section 2. Indemnification. Subject to Sections 3 and 7 of this Article
XIV, the Bank shall indemnify any person against whom an action is brought or
threatened because that person is or was a director, officer or employee of the
Bank for:
(a) Any amount for which that person becomes liable under a judgment in
such action; and
(b) Reasonable costs and expenses, including reasonable attorney's
fees, actually paid or incurred by that person in defending or settling
such action, or in enforcing his or her rights under this Article XIV
if he or she attains a favorable judgment in such enforcement action.
Section 3. Requirements for Indemnification. Indemnification shall be
made to such person under Section 2 of this Article XIV only if:
(a) Final judgment on the merits is in his or her favor; or
(b) In case of:
(i) settlement;
(ii) final judgment against him or her; or
(iii) final judgment in his or her favor, other than
on the merits,
if a majority of the disinterested directors of the Bank
determines that he or she was acting in good faith within the
scope of his or her employment or authority as he or she could
have reasonably perceived it under the circumstances and for a
purpose he or she could reasonably have believed under the
circumstances was in the best interests of the Bank or its
shareholders.
However, no indemnification shall be made unless the Bank gives the
Office at least 60 days notice of its intention to make such
indemnification. Such notice shall state the facts on which the action
arose, the terms of any settlement and any disposition of the matter by
a court. Such notice, a copy thereof and a certified copy of the
resolution containing the required determination by the Board of
Directors shall be sent to the District Director of the Office, who
shall promptly acknowledge receipt thereof. The notice period shall run
from the date of such receipt. No such indemnification shall be made if
the Director of the Office advises the Bank in writing, within such
notice period, of his or her objection thereto.
Section 4. Insurance. The Bank may obtain insurance to protect it and
its directors, officers, and employees from potential losses arising from claims
against any of them for alleged wrongful acts, or wrongful acts, committed in
their capacity as directors, officers, or employees. However, the Bank may not
obtain insurance which provides for payment of losses of any person incurred as
a consequence of his or her willful or criminal misconduct.
Section 5. Payment of expenses. If a majority of the directors of the
Bank concludes that, in connection with an action, any person ultimately may
become entitled to indemnification under this Article XIV, the directors may
authorize payment of reasonable costs and expenses, including reasonable
attorneys' fees, arising from the defense or settlement of such action. Nothing
in this Section 5 shall prevent the directors of the Bank from imposing such
conditions on a payment of expenses as they deem warranted and in the interests
of the Bank. Before making advance payment of expenses under this Section 5, the
Bank shall obtain an agreement that the Bank will be repaid if the person on
whose behalf payment is made is later determined not to be entitled to such
indemnification.
Section 6. Exclusiveness of provisions. The Bank shall not indemnify
any person referred to in Section 2 of this Article XIV or obtain insurance
referred to in Section 4 of this Article XIV, other than in accordance with this
Article. Indemnification of personnel of the Bank shall be governed solely by
this Article XIV, except that the authority to obtain insurance shall be
governed by Section 4 of this Article XIV.
Section 7. Subject to 12 U.S.C. 1821(k). The indemnification provided
for in Section 2 of this Article is subject to and qualified by 12 U.S.C.
1821(k).