Exhibit 2.2
FLORIDA SAVINGS BANCORP, INC.
BYLAWS
ARTICLE I
OFFICES
Section l. The registered office shall be located in Miami, Florida.
---------
Section 2. The corporation may also have offices at such other places
---------
both within and without the State of Florida as the board of directors may from
time to time determine or the business of the corporation may require.
ARTICLE II
ANNUAL MEETINGS OF STOCKHOLDERS
Section 1. Annual meetings of stockholders, for the election of
---------
directors to succeed those whose terms expire and for the transaction of such
other business as may properly come before the meeting, shall be held at such
place, on such date, and at such time as the Board of Directors shall each year
fix, which date shall be within thirteen (13) months subsequent to the later of
the date of incorporation or the last annual meeting of stockholders.
Section 2. Written or printed notice of the annual meeting stating the
---------
place, day and hour of the meeting shall be delivered not less than ten (10) nor
more than sixty (60) days before the date of the meeting, either personally or
by mail, by or at the direction of the president, secretary, or the officer or
person calling the meeting, to each stockholder of record entitled to vote at
such meeting.
Section 3. When an annual meeting is adjourned to another place, date or
---------
time, written notice need not be given of the adjourned meeting if the place,
date and time thereof are announced at the meeting at which the adjournment is
taken; provided, however, that if a new record date is fixed for the adjourned
meeting, written notice of the place, date, and time of the adjourned meeting
shall be given in conformity herewith. At any adjourned meeting, any business
may be transacted which might have been transacted at the original meeting.
ARTICLE III
SPECIAL MEETINGS OF STOCKHOLDERS
Section l. Special meetings of stockholders for any purpose other than
---------
the election of directors may be held at such time and place within or without
the State of Florida as shall be stated in the notice of the meeting or in a
duly executed waiver of notice thereof.
Section 2. Special meetings of stockholders, for any purpose or
---------
purposes, unless otherwise prescribed by statute or by the articles of
incorporation, may be called by the president, the board of directors, or the
holders of not less than one-tenth of all the shares entitled to vote at the
meeting.
1
Section 3. Written or printed notice of a special meeting stating the
---------
place, day, and hour of the meeting and the purpose or purposes for which the
meeting is called, shall be delivered not less than ten (10) nor more than sixty
(60) days before the date of the meeting, either personally or by mail, by or at
the direction of the board, president, or the holders of not less than one-tenth
of all the shares entitled to vote at the meeting to each stockholder of record
entitled to vote at such meeting.
Section 4. The business transacted at any special meeting of
---------
stockholders shall be limited to the purposes stated in the notice.
Section 5. When a special meeting is adjourned to another place, date or
---------
time, written notice need not be given of the adjourned meeting if the place,
date and time thereof are announced at the meeting at which the adjournment is
taken; provided, however, that if a new record date is fixed for the adjourned
meeting, written notice of the place, date, and time of the adjourned meeting
shall be given in conformity herewith. At any adjourned special meeting, any
business may be transacted which might have been transacted at the original
special meeting.
ARTICLE IV
CONDUCT OF BUSINESS
Section 1. Such person as the board of directors may have designated or,
---------
in the absence of such a person, the chairman of the board of the corporation
or, in his or her absence, such person as may be chosen by the holders of a
majority of the shares entitled to vote who are present, in person or by proxy,
shall call to order any meeting of the stockholders and act as chairman of the
meeting. In the absence of the secretary of the corporation, the secretary of
the meeting shall be such person as the chairman appoints.
Section 2. The chairman of any meeting of stockholders shall determine
---------
the order of business and the procedures at the meeting, including such
regulation of the manner of voting and the conduct of discussion as seem to him
or her in order. The date and time of the opening and closing of the polls for
each matter upon which the stockholders will vote at the meeting shall be
announced at the meeting.
Section 3. At any annual meeting of the stockholders, only such business
---------
shall be conducted as shall have been brought before the meeting: (i) by or at
the direction of the board of directors or (ii) by any stockholder of the
corporation who is entitled to vote with respect thereto and who complies with
the notice procedures set forth in this Section 3. For business to be properly
brought before an annual meeting by a stockholder, the business must relate to a
proper subject matter for stockholder action and the stockholder must have given
timely notice thereof in writing to the secretary of the corporation. To be
timely, a stockholder's notice must be delivered or mailed to and received at
the principal executive offices of the corporation not less than ninety (90)
days prior to the date of the annual meeting; provided, however, that in the
event that less than one hundred (100) days' notice or prior public disclosure
of the date of the meeting is given or made to
2
stockholders, notice by the stockholder to be timely must be received not later
than the close of business on the 10th day following the day on which such
notice of the date of the annual meeting was mailed or such public disclosure
was made. A stockholder's notice to the secretary shall set forth as to each
matter such stockholder proposes to bring before the annual meeting: (i) a brief
description of the business desired to be brought before the annual meeting and
the reasons for conducting such business at the annual meeting; (ii) the name
and address, as they appear on the corporation's books, of the stockholder
proposing such business; (iii) the class and number of shares of the
corporation's capital stock that are beneficially owned by such stockholder; and
(iv) any material interest of such stockholder in such business. Notwithstanding
anything in these bylaws to the contrary, no business shall be brought before or
conducted at an annual meeting except in accordance with the provisions of this
Section 3. The officer of the corporation or other person presiding over the
annual meeting shall, if the facts so warrant, determine and declare to the
meeting that business was not properly brought before the meeting in accordance
with the provisions of this Section 3 and, if he or she should so determine, he
or she shall so declare to the meeting and any such business so determined to be
not properly brought before the meeting shall not be transacted.
At any special meeting of the stockholders, only such business shall be
conducted as shall have been brought before the meeting by or at the direction
of the president, the board of directors or not less than one-tenth of all
shares entitled to vote at the meeting.
Section 4. Only persons who are nominated in accordance with the
---------
procedures set forth in these bylaws shall be eligible for election as
directors. Nominations of persons for election to the board of directors of the
corporation may be made at a meeting of stockholders at which directors are to
be elected only: (i) by or at the direction of the board of directors; or (ii)
by any stockholder of the corporation entitled to vote for the election of
directors at the meeting who complies with the notice procedures set forth in
this Section 4. Such nominations, other than those made by or at the direction
of the board of directors, shall be made by timely notice in writing to the
secretary of the corporation. To be timely, a stockholder's notice shall be
delivered or mailed to and received at the principal executive offices of the
corporation not less than ninety (90) days prior to the date of the meeting;
provided, however, that in the event that less than one hundred (100) days'
notice or prior disclosure of the date of the meeting is given or made to
stockholders, notice by the stockholder to be timely must be so received not
later than the close of business on the 10th day following the day on which such
notice of the date of the meeting was mailed or such public disclosure was made.
Such stockholder's notice shall set forth: (i) as to each person whom such
stockholder proposes to nominate for election or re-election as a director, all
information relating to such person that is required to be disclosed in
solicitations of proxies for election of directors, or is otherwise required, in
each case pursuant to Regulation 14A under the Securities Exchange Act of 1934,
as amended (including such person's written consent to being named in the proxy
statement as a nominee and to serving as a director if elected); and (ii) as to
the stockholder giving the notice (x) the name and address, as they appear on
the corporation's books, of such stockholder and (y) the class and number of
shares of the corporation's capital stock that are beneficially owned by such
stockholder. At the request of the board of directors, any person nominated by
the board of directors for election as a director shall furnish to the secretary
of the corporation that information required to be set forth in
3
a stockholder's notice of nomination which pertains to the nominee. No person
shall be eligible for election as a director of the corporation unless nominated
in accordance with the provisions of this Section 4. The officer of the
corporation or other person presiding at the meeting shall, if the facts so
warrant, determine that a nomination was not made in accordance with such
provisions and, if he or she shall so determine, he or she shall so declare to
the meeting and the defective nomination shall be disregarded.
ARTICLE V
QUORUM AND VOTING OF STOCK
Section l. The holders of a majority of the shares of stock issued and
---------
outstanding and entitled to vote, represented in person or by proxy, shall
constitute a quorum at all meetings of the stockholders for the transaction of
business except as otherwise provided by the articles of incorporation. If,
however, such quorum shall not be present or represented at any meeting of the
stockholders, the chairman of the meeting or the holders of a majority of the
shares of stock entitled to vote, present in person or represented by proxy,
shall have power to adjourn the meeting to another date, place or time, without
notice other than announcement at the meeting. 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.
Section 2. If a quorum is present, a plurality of votes represented at
---------
the meeting shall determine any election and the affirmative vote of a majority
of the shares of stock represented at the meeting shall be the act of the
stockholders for all other matters, unless the vote of a greater number or
voting by classes is required by law or the articles of incorporation.
Section 3. Each outstanding share of stock, having voting power, shall
---------
be entitled to one vote on each matter submitted to a vote at a meeting of
stockholders. A stockholder may vote either in person or by proxy executed in
writing by the stockholder or by his duly authorized attorney-in-fact.
Section 4. Any action required to be taken at a meeting of the
---------
stockholders may be taken without a meeting if a consent in writing, setting
forth the action so taken, shall be signed by all of the stockholders entitled
to vote with respect to the subject matter thereof.
4
ARTICLE VI
DIRECTORS
Section l. The number of directors shall be such number as the Board of
---------
Directors shall from time to time have designated by resolution, except that in
the absence of such designation the number shall be nine (9), and the Board of
Directors shall be divided into three classes as nearly equal in number as
possible. The members of each class shall be elected at the annual meeting of
the stockholders for a term of three years and until their successors are
elected and qualified. One class shall be elected by ballot annually.
The number of directors may be increased or decreased by amendment to
the articles of incorporation or to these bylaws.
Section 2. Any vacancy occurring in the board of directors may be
---------
filled by the affirmative vote of a majority of the remaining directors though
less than a quorum of the board of directors, or by the stockholders, unless the
articles of incorporation provide otherwise. A director elected to fill a
vacancy shall be elected for the unexpired portion of the term of his
predecessor in office. A director elected to fill a newly created directorship
shall serve until the next succeeding annual meeting of stockholders and until
his successor shall have been elected and qualified.
Section 3. The business affairs of the corporation shall be managed by
---------
its board of directors which may exercise all such powers of the corporation and
do all such lawful acts and things as are not by statute or by the articles of
incorporation or by these bylaws directed or required to be exercised or done by
the stockholders.
Section 4. The directors may keep the books of the corporation, except
---------
such as are required by law to be kept within the state, outside of the State of
Florida, at such place or places as they may from time to time determine.
Section 5. The board of directors, by the affirmative vote of a
---------
majority of the directors then in office, and irrespective of any personal
interest of any of its members, shall have authority to establish reasonable
compensation of all directors for services to the corporation as directors,
officers or otherwise.
Section 6. At a meeting of stockholders 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.
Whenever the holders of the shares of any class are entitled to elect one or
more directors by the provisions of the articles of incorporation or amendments
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.
5
ARTICLE VII
MEETINGS OF THE BOARD OF DIRECTORS
Section l. Meetings of the board of directors, regular or special, may
---------
be held either within or without the State of Florida.
Section 2. Regular meetings of the board of directors may be held upon
---------
such notice, or without notice, and at such time and at such place as shall from
time to time be determined by the board.
Section 3. Special meetings of the board of directors may be called by
---------
the chairman of the board or by the president. Special meetings of the board of
directors shall be preceded by two (2) days' notice sent to directors of the
date, time, and place of the meeting. Notice may be sent in writing or orally,
and communicated in person, by telephone, telegraph, teletype, electronic
communication, or by mail.
Section 4. Members of the board of directors may participate in regular
---------
or special meetings by means of conference telephone, or by means of similar
communications equipment by which all persons participating in the meeting can
hear and speak to each other. Such participation shall constitute presence in
person but shall not constitute attendance for the purpose of compensation
pursuant to Article VI, Section 5.
Section 5. 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 6. Attendance of a director at any meeting shall constitute a
---------
waiver of notice of such meeting, except where a director attends 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 or waiver of notice of such meeting.
Section 7. A majority of the number of directors shall constitute a
---------
quorum for the transaction of business unless a different number is required by
law or by the articles of incorporation. The act of a majority of the directors
present at any meeting at which a quorum is present shall be the act of the
board of directors, unless the act of a greater number is required by statute or
by the articles of incorporation. Whether or not a quorum shall be present at
any meeting of directors, the directors present thereat may adjourn the meeting
from time to time, without notice other than announcement at the meeting, until
a quorum is present.
6
ARTICLE VIII
EXECUTIVE COMMITTEES
Section l. The board of directors, by resolution adopted by a majority
---------
of the full board of directors, may designate two or more directors to
constitute an executive committee, to the extent provided in such resolution,
shall have and exercise all of the authority of the board of directors in the
management of the corporation, except as otherwise required by law. Vacancies in
the membership of the committee shall be filled by the board of directors at a
regular or special meeting of the board of directors. The executive committee
shall keep regular minutes of its proceedings and report the same to the board
when required.
ARTICLE IX
NOTICES
Section l. Whenever any notice whatever is required to be given under
---------
the provisions of the statutes or under the provisions of the articles of
incorporation or these bylaws, a waiver thereof in writing signed by the person
or persons entitled to such notice, whether before or after the time stated
therein, shall be deemed equivalent to the giving of such notice.
ARTICLE X
OFFICERS
Section l. The officers of the corporation shall be chosen by the board
---------
of directors and shall be a president, a secretary and a treasurer. The board of
directors may also choose additional vice-presidents, and one or more assistant
secretaries and assistant treasurers.
Section 2. The board of directors at its first meeting after each
---------
annual meeting of stockholders shall choose a president, a secretary and a
treasurer, none of whom need be a member of the board.
Section 3. The board of directors may appoint such other officers and
---------
agents as it shall deem necessary who shall hold their offices for such terms
and shall exercise such powers and perform such duties as shall be determined
from time to time by the board of directors.
Section 4. The salaries of all officers and agents of the corporation
---------
shall be fixed by the board of directors.
Section 5. The officers of the corporation shall hold office until
---------
their successors are chosen and qualify. Any officer elected or appointed by the
board of directors may be removed at any time by the affirmative vote of a
majority of the board of directors. Any vacancy occurring in any office of the
corporation shall be filled by the board of directors.
7
THE PRESIDENT
Section 6. The president shall be the chief executive officer of the
---------
corporation, shall preside at all meetings of the stockholders and the board of
directors, shall have general and active management of the business of the
corporation and shall see that all orders and resolutions of the board of
directors are carried into effect.
Section 7. He or she shall execute bonds, mortgages and other contracts
---------
requiring a seal, under the seal of the corporation, except where required or
permitted by law to be otherwise signed and executed and except where the
signing and execution thereof shall be expressly delegated by the board of
directors to some other officer or agent of the corporation.
THE VICE-PRESIDENTS
Section 8. The vice-president, or if there shall be more than one, the
---------
vice-presidents in the order determined by the board of directors, shall, in the
absence or disability of the president, perform the duties and exercise the
powers of the president and shall perform such other duties and have such other
powers as the board of directors may from time to time prescribe.
THE SECRETARY AND ASSISTANT SECRETARIES
Section 9. The secretary shall attend all meetings of the board of
---------
directors and all meetings of the stockholders and record all the proceedings of
the meetings of the corporation and of the board of directors in a book to be
kept for that purpose and shall perform like duties for the standing committees
when required. He or she shall give, or cause to be given, notice of all
meetings of the stockholders and special meetings of the board of directors, and
shall perform such other duties as may be prescribed by the board of directors
or president, under whose supervision he or she shall be. He or she shall have
custody of the corporate seal of the corporation and he or she, or an assistant
secretary, shall have authority to affix the same to any instrument requiring it
and when so affixed, it may be attested by his or her signature or by the
signature of such assistant secretary. The board of directors may give general
authority to any other officer to affix the seal of the corporation and to
attest the affixing by his or her signature.
Section 10. The assistant secretary, or if there be more than one, the
----------
assistant secretaries in the order determined by the board of directors, shall,
in the absence or disability of the secretary, perform the duties and exercise
the powers of the secretary and shall perform such other duties and have such
other powers as the board of directors may from time to time prescribe.
THE TREASURER AND ASSISTANT TREASURERS
Section 11. The treasurer shall have the custody of the corporate funds
----------
and securities and shall keep full and accurate accounts of receipts and
disbursements in books belonging to the
8
corporation and shall deposit all moneys and other valuable effects in the name
and to the credit of the corporation in such depositories as may be designated
by the board of directors.
Section 12. He or she shall disburse the funds of the corporation as
----------
may be ordered by the board of directors, taking proper vouchers for such
disbursements, and shall render to the president and the board of directors, at
its regular meetings, or when the board of directors so requires, an account of
all his transactions as treasurer and of the financial condition of the
corporation.
Section 13. If required by the board of directors, he or she shall give
----------
the corporation a bond in such sum and with such surety or sureties as shall be
satisfactory to the board of directors for the faithful performance of the
duties of his or her office and for the restoration to the corporation, in case
of his or her death, resignation, retirement or removal from office, of all
books, papers, vouchers, money and other property of whatever kind in his or her
possession or under his or her control belonging to the corporation.
Section 14. The assistant treasurer, or, if there shall be more than
----------
one, the assistant treasurers in the order determined by the board of directors,
shall, in the absence or disability of the treasurer, perform the duties and
exercise the powers of the treasurer and shall perform such other duties and
have such other powers as the board of directors may from time to time
prescribe.
ARTICLE XI
CERTIFICATES FOR SHARES
Section 1. The shares of the corporation shall be represented by a
---------
certificate. Certificates shall be signed by the president of the corporation
and by the secretary or an assistant secretary, and may be sealed with the seal
of the corporation or a facsimile thereof. When the corporation is authorized to
issue shares of more than one class there shall be set forth upon the face or
back of the certificate, or the certificate shall have a statement that the
corporation will furnish to any stockholder upon request and without charge, a
full or summary statement of the designations, preferences, limitations, and
relative rights of the shares of each class authorized to be issued and, if the
corporation is authorized to issue any preferred or special class in series, the
variations in the relative rights and preferences between the shares of each
such series so far as the same have been fixed and determined and the authority
of the board of directors to fix and determine the relative rights and
preferences of subsequent series.
Section 2. The signature of the officer of the corporation upon a
---------
certificate may be a facsimile. In case any officer who has signed or whose
facsimile signature has been placed upon such certificate shall have ceased to
be such officer before such certificate is issued, it may be issued by the
corporation with the same effect as if he were such officer at the date of its
issue.
9
LOST CERTIFICATES
Section 3. The board of directors may direct a new certificate in place
---------
of any certificate theretofore issued by the corporation alleged to have been
lost, destroyed, or wrongfully taken. When authorizing such issue of a new
certificate, the board of directors, in its discretion and as a condition
precedent to the issuance thereof, may prescribe such terms and conditions as it
deems expedient, and may require such indemnities as it deems adequate, to
protect the corporation from any claim that may be made against it with respect
to any such certificate alleged to have been lost, destroyed, or wrongfully
taken.
TRANSFERS OF SHARES
Section 4. Upon surrender to the corporation or the transfer agent of
---------
the corporation of a certificate representing shares duly endorsed or
accompanied by proper evidence of succession, assignment or authority to
transfer, a new certificate shall be issued to the person entitled thereto, and
the old certificate cancelled and the transaction recorded upon the books of the
corporation.
FIXING OF RECORD DATE
Section 5. For the purpose of determining stockholders entitled to
---------
notice of a stockholders' meeting, to demand a special meeting, to vote, or in
order to make a determination of stockholders for any other proper purpose, the
board of directors shall fix in advance a date as the record date for any such
determination of stockholders. Such date in any case shall be not more than
seventy (70) days nor less than ten (10) days before the meeting or action
requiring a determination of stockholders. When a determination of stockholders
entitled to vote at any meeting of stockholders has been made as provided in
this section, such determination shall apply to any adjournment thereof.
LIST OF STOCKHOLDERS
Section 6. After fixing a record date for a meeting, the officer or
---------
agent in charge of the records for shares shall prepare an alphabetical list of
the names of all stockholders who are entitled to notice of a stockholders'
meeting, arranged by voting group, with the address of, and the number and class
and series, if any, of shares held by each. The stockholders' list shall be
available for inspection by any stockholder for a period of 10 days prior to the
meeting and shall be kept on file at the corporation's principal office. A
stockholder or his agent or attorney shall be entitled on written demand to
inspect the list, subject to the requirements of F.S. section 607.1602(3) during
regular business hours and at his expense, during the period it shall be
available for inspection. The stockholders' list shall be made available at the
meeting, and any stockholder or his agent or attorney shall be entitled to
inspect the list at any time during the meeting or any adjournment. The
stockholders' list shall be prima facie evidence of the identity of stockholders
entitled to examine the stockholders' list or to vote at a meeting of
stockholders.
10
ARTICLE XII
GENERAL PROVISIONS
DISTRIBUTIONS
Section 1. Subject to the restrictions of the articles of incorporation
---------
relating thereto, if any, and to limitation by statute, distributions may be
declared by the board of directors at any regular or special meeting, pursuant
to law. Distributions may be made in cash, in property, or as a dividend.
Share dividends may be issued pro rata and without consideration to the
corporation's stockholders or to the stockholders of one or more classes or
series, subject to the provisions of the articles of incorporation.
Section 2. Before any distribution may be made, there may be set aside
---------
out of any funds of the corporation available for distributions such sum or sums
as the directors from time to time, in their absolute discretion, think proper
to meet debts of the corporation as they become due in the usual course of
business, or for such other purpose as the directors shall think conducive to
the interest of the corporation.
CHECKS
Section 3. All checks or demands for money and notes of the corporation
---------
shall be signed by such officer or officers or such other person or persons as
the board of directors may from time to time designate.
FACSIMILE SIGNATURES
Section 4. In addition to the provisions for use of facsimile
---------
signatures elsewhere specifically authorized in these bylaws, facsimile
signatures of any officer or officers of the corporation may be used whenever
and as authorized by the board of directors or a committee thereof.
RELIANCE UPON BOOKS, REPORTS AND RECORDS
Section 5. Each director, each member of any committee designated by
---------
the board of directors, and each officer of the corporation shall, in the
performance of his or her duties, be fully protected in relying in good faith
upon the books of account or other records of the corporation and upon such
information, opinions, reports or statements presented to the corporation by any
of its officers or employees, or committees of the board of directors so
designated, or by any other person as to matters which such director or
committee member reasonably believes are within such other person's professional
or expert competence and who has been selected with reasonable care by or on
behalf of the corporation.
11
TIME PERIODS
Section 6. In applying any provision of these bylaws which requires
---------
that an act be done or not be done a specified number of days prior to an event
or that an act be done during a period of a specified number of days prior to an
event, calendar days shall be used, the day of the doing of the act shall be
excluded, and the day of the event shall be included.
FISCAL YEAR
Section 7. The fiscal year of the corporation shall be fixed by
---------
resolution of the board of directors.
SEAL
Section 8. The corporate seal shall have inscribed thereon the name of
---------
the corporation, the year of its organization and the words "Corporate Seal,
Florida". The seal may be used by causing it or a facsimile thereof to be
impressed or affixed or in any manner reproduced.
ARTICLE XIII
AMENDMENTS
Section 1. The board of directors may amend, alter or repeal these
---------
bylaws at any meeting of the board, provided notice of the proposed change was
given not less than two (2) days prior to the meeting. The stockholders shall
also have power to amend, alter or repeal these bylaws at any meeting of
stockholders provided notice of the proposed change was given in the notice of
the meeting.
12