Exhibit 3.2
BYLAWS
OF
EASTERN VIRGINIA BANKSHARES, INC.
ARTICLE I
SHAREHOLDER MATTERS
Section 1.1. Annual Meetings.
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A. The annual meeting of the shareholders of the Corporation shall be
held at such a place as may be decided by, the Board of Directors on a date
during the month of March, April or May of each and every year, the exact date,
place and hour to be fixed by the Board of Directors.
B. At the annual meeting of the shareholders of the Corporation,
Directors shall be elected and reports of the affairs of the Corporation shall
be received and considered. Any other business may be transacted which is within
the powers of the shareholders, except that, if any shareholder shall bring new
business before the annual meeting, the shareholder must give advance notice as
set forth in Section 1.6 of these Bylaws.
C. The Board of Directors may designate any place, either within or
without the Commonwealth of Virginia, as the place of meeting for any annual
meeting or for any special meeting. If no place is designated by the Board, the
place of meeting shall be the principal office of the Corporation.
Section 1.2. Special Meetings. A special meeting of the shareholders
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may be called for any purpose or purposes whatsoever at any time, but only by
the President, the Chairman or Vice Chairman of the Board of Directors, or the
Board of Directors.
Section 1.3. Notice of Meetings. Notice of the time and place of every
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annual meeting or special meeting shall be mailed to each Shareholder of record
entitled to vote at the meeting at his address as it appears on the records of
the Corporation not less than ten (10) nor more than sixty (60) days before the
date of such meeting (except as a different time may be specified by law).
Section 1.4. Quorum. A majority of the votes entitled to be cast on a
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matter by a voting group constitutes a quorum of such voting group for action on
such matter. If there is not a quorum at the time for which a meeting shall have
been called, the meeting may be adjourned from time to time by a majority of the
shareholders present or represented by proxy without notice, other than by
announcement at the meeting, until there is a quorum.
Section 1.5. Voting. Except as the Articles of Incorporation otherwise
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provide, at any meeting of the shareholders, each outstanding share, regardless
of class, is entitled to one vote on each matter voted on at a shareholders'
meeting.
Section 1.6. Notice of Shareholder Business. (a) At an annual meeting
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of the shareholders of the Corporation, only such business shall be conducted as
shall have been properly brought before the meeting. To be brought before an
annual meeting, business must be (a) specified in the notice of meeting (or any
supplement thereto) given by or at the direction of the Board of Directors, (b)
otherwise bought before the meeting by or at the direction of the Board of
Directors, or (c) otherwise properly brought before the meeting by a
shareholder. For business to be properly brought before an annual meeting by a
shareholder, the Shareholder must have given timely notice thereof in writing to
the Secretary of the Corporation. To be timely, a shareholder's notice must be
delivered to or mailed and received at the principal executive offices of the
Corporation, not less than sixty (60) days nor more than ninety (90) days prior
to the date of the scheduled annual meeting, regardless of any postponements,
deferrals or adjournments of that meeting to a later date; provided, however,
that in the event that less than seventy (70) days' notice or prior public
disclosure of the date of the scheduled annual meeting is given or made, notice
by a shareholder, to be timely, must be so received not later than the close of
business on the tenth (10th) day following the earlier of the day on which such
notice of the date of the scheduled annual meeting was mailed or the day on
which such public disclosure was made. A shareholder's notice to the Secretary
of the Corporation shall set forth as to each matter the shareholder proposes to
bring before the annual meeting (a) 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, (b) the name and address, as they appear on the
Corporation's books of the shareholder proposing such business and of any other
person or entity who is the record or beneficial owner of any shares of the
Corporation and who, to the knowledge of the shareholder proposing such
business, supports such proposal, (c) the class and number of shares of the
Corporation which are beneficially owned and owned of record by the shareholder
proposing such business on the date of his notice to the Corporation and the
number of shares so owned by any person or entity who, to the knowledge of the
shareholder proposing such business, supports such proposal and (d) any material
interest (financial or other) of such shareholder in such proposal.
Notwithstanding anything in these Bylaws to the contrary, no business shall be
conducted at any annual meeting except in accordance with the procedures set
forth in this
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Section 1.6. The Chairman of an annual meeting shall, if the facts
warrant, determine and declare to the meeting that business was not properly
brought before the meeting and in accordance with the provisions of this Section
1.6. and if he should so determine, he shall so declare to the meeting and any
such business not properly brought before the meeting shall not be transacted.
(b) Nothing in Section 1.6(a) shall be interpreted to mean that a
shareholder shall not be permitted to ask pertinent questions or to express his
or her views on any pertinent matter.
Section 1.7. Order of Business. All meetings of shareholders shall be
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conducted in accordance with such rules as are prescribed by the Chairman of the
meeting and he shall determine the order of business at all meetings of the
shareholders.
Section 1.8. Inspectors. The Board of Directors, in advance of any
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meeting of shareholders, may, but shall not be required to, appoint one or more
inspectors to act at such meeting or any adjournment thereof. If any of the
inspectors so appointed shall fail to appear or act, the Chairman of the meeting
may appoint one or more inspectors. The inspectors shall determine the number of
shares of capital stock of the Corporation outstanding and the voting power of
each, the number of shares represented at the meeting, the existence of a
quorum, the validity and effect of proxies, and shall receive votes, ballots or
consents, hear and determine all challenges and questions arising in connection
with the right to vote, count and tabulate all votes, ballots or consents,
determine the results, and do such acts as are proper to conduct the election or
vote with fairness to all shareholders. On request of the Chairman of the
meeting, the inspectors shall make a report of any challenge, request or matter
determined by them and shall execute a certificate of any fact found by them. No
director or candidate for the office of director shall act as an inspector of an
election of directors. Inspectors need not be shareholders.
ARTICLE II
DIRECTORS
Section 2.1. General Powers. The business and affairs of the
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Corporation shall be managed under the direction of the Board of Directors and,
except as otherwise expressly provided by law or by the Articles of
Incorporation, or by these Bylaws, all of the powers of the Corporation shall be
exercised by or under the authority of said Board of Directors.
Section 2.2. Number and Qualification. The Board of Directors shall
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consist of twelve (12) Directors. Each Director
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shall be a resident of the Commonwealth of Virginia. No one who is
seventy-five years of age or older shall be eligible to stand for election to
the Board of Directors.
Section 2.3. Election of Directors. The Directors shall be elected at
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the annual meeting of shareholders, and shall hold their offices until their
successors are elected in accordance with the Articles of Incorporation.
Nominations for the election of Directors shall be given in the manner provided
in Section 2.5.
Section 2.4. Honorary and Advisory Directors. The Board may appoint to
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the position of Honorary Director or the position of Advisory Director such
person or persons as it deems appropriate. Honorary Directors shall be entitled
to receive notice of, and to attend all meetings of the Board, but they shall
not be Directors and shall not be entitled to vote, nor shall they be counted in
determining a quorum of the Board. Advisory Directors shall be entitled only to
notice of meetings of Advisory or other Boards of the Corporation to which they
shall be appointed. Honorary and Advisory Directors shall receive such
compensation as may be authorized by the Board of attendance at meetings of
Advisory or other Boards to which such Advisory or Honorary Directors are
appointed.
Section 2.5. Nominations. (a) Only persons who are nominated in
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accordance with the procedures set forth in this Section 2.5 shall be eligible
for election as Directors. Subject to Section 2.5(b), nominations of persons for
election to the Board of Directors of the Corporation may be made by or at the
direction of the Board of Directors, or by any shareholder of the Corporation
entitled to vote for the election of Directors who complies with the notice
procedures set forth in this Section 2.5(a). Such nominations, other than those
made by or at the direction of the Board of Directors, shall be made pursuant to
timely notice in writing to the Secretary of the Corporation. To be timely, a
shareholder's notice shall be delivered to or mailed and received at the
principal executive offices of the Corporation not less than sixty (60) days nor
more than ninety (90) days prior to the date of the scheduled annual meeting,
regardless of postponements, deferrals, or adjournments of that meeting to a
later date; provided, however, in the event that less than seventy (70) days'
notice or prior public disclosure of the date of the meeting is given or made,
notice by the shareholder to be timely must be so received not later than the
close of business on the 10th day following the earlier of the day on which such
notice of the date of the scheduled annual meeting was mailed or the day on
which such public disclosure was made. Such shareholder's notice shall set forth
(a) as to each person whom the shareholder proposes to nominate for election as
a Director, (i) the name, age, business address and residence
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address of such person, (ii) the principal occupation or employment of such
person, (iii) the class and number of shares of the Corporation which are
beneficially owned by such person and (iv) any other 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; and (b)
as to the shareholder giving the notice (i) the name and address of such
shareholder and of any other person or entity who is the record or beneficial
owner of shares of the Corporation and who, to the knowledge of the shareholder
giving notice, supports such nominee(s) and (ii) the class and number of shares
of the Corporation which are beneficially owned and owned of record by such
shareholder and by any other person or entity who is the record or beneficial
owner of shares of the Corporation and who, to the knowledge of the shareholder
giving the notice, supports such nominee(s). 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 the information
required to be set forth in a shareholder's notice of nomination which pertains
to the nominee. Subject to Section 2.5(b), no person shall be eligible for
election as a Director of the Corporation unless in accordance with the
procedures set forth in this Section 2.5(a). The Chairman of the meeting shall,
if the facts warrant, determine and declare to the meeting that a nomination
was not made in accordance with the procedures prescribed by the Bylaws, and if
he should so determine, he shall so declare to the meeting and the defective
nomination shall be disregarded.
(b) In the five annual elections of Directors, beginning with the
first annual election after the Corporation acquires control of Bank of
Northumberland, Incorporated and Southside Bank, the nominations made by the
Board of Directors shall include five individuals designated by Directors of the
Corporation who also are Directors of Southside Bank and four individuals
designated by Directors of the Corporation who also are Directors of Bank of
Northumberland, Incorporated. Additional individuals may be nominated by the
Board of Directors if the Board has more than nine members.
Section 2.6. Vacancies. Subject to applicable law and the Articles of
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Incorporation, any vacancy on the Board of Directors shall be filled by the
Board of Directors; provided, however, if a vacancy arises for any reason before
the annual meeting of shareholders in the year 2003, the vacancy shall be filled
by an individual designated by Directors of the Corporation who also are
Directors of Bank of Northumberland, Incorporated or by an individual designated
by Directors of the Corporation who also are Directors of Southside Bank, as the
case may be, if necessary to insure that at all times before the annual meeting
of
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shareholders in the year 2003, five (5) Directors shall have been designated
by Directors of the Corporation who also are Directors of Southside Bank and
four (4) Directors shall have been designated by Directors of the Corporation
who also are Directors of Bank of Northumberland, Incorporated.
Section 2.7. Meetings of Directors. Meetings of the Board of Directors
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shall be held at places within or without the Commonwealth of Virginia and at
times fixed by resolution of the Board of Directors, or upon call of the
Chairman or Vice Chairman of the Board of Directors or the President. The
Secretary, or officer performing his duties, shall give at least twenty-four
(24) hours' notice by telegraph, letter, telephone or in person, of all meetings
of the Directors; provided, that notice need not be given of regular meetings
held at times and places fixed by resolution of the Board. Regular meetings of
the Board of Directors shall be held at least once in every calendar quarter.
Meetings may be held at any time without notice if all of the Directors are
present, or if those not present waive notice either before or after the
meeting. Neither the business to be transacted nor the purpose of any annual or
special meeting of the Board of Directors need be specified in the notice or
waiver of notice of such meeting.
Section 2.8. Quorum. A majority of the members of the Board of
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Directors shall constitute a quorum.
Section 2.9. Compensation. The Board of Directors shall fix the
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compensation of the Directors.
Section 2.10. Committees. The Board of Directors may create committees
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and appoint members of committees in accordance with Virginia law.
ARTICLE III
OFFICERS
Section 3.1. Election. The Officers of the Corporation shall consist
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of the Chairman of the Board of Directors, the Vice Chairman of the Board of
Directors, the President, the Executive Vice President, one or more Senior Vice
Presidents, one or more additional Vice Presidents, a Secretary, a Chief
Financial Officer, one or more Assistant Secretaries, and such other officers as
may be elected as provided in Section 3.3 of this Article. All Officers shall be
elected by the Board of Directors, and shall hold office until their successors
are elected and qualify. Vacancies may be filled at any meeting of the Board of
Directors. Subject to any applicable provision of Virginia law, more than one
office may be combined in the same person as the Board of Directors may
determine.
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Section 3.2. Removal of Officers. Subject to Article V, any Officer of
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the Corporation may be summarily removed with or without cause, at any time, by
a resolution passed by affirmative vote of a majority of all of the Directors;
provided that any such removal shall not affect an Officer's right to any
compensation to which he is entitled under any employment contract between him
and the Corporation.
Section 3.3. Other Officers. Other Officers may from time to time be
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appointed by the Board of Directors, and such Officers shall hold office for
such term as may be designated by the said Board of Directors.
Section 3.4. Chairman of the Board. The Chairman of the Board shall
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preside at all meetings of the Directors and all meetings of the shareholders.
He shall appoint all standing committees and temporary committees. He shall be a
member ex-officio of all standing committees and shall have all other powers
and duties as may be prescribed by the Board of Directors or by the Bylaws.
Section 3.5. Vice Chairman of the Board. In the absence or disability
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of the Chairman of the Board, the Vice Chairman of the Board shall preside at
all meetings of the Directors and all meetings of the shareholders.
Section 3.6. President. The President shall be the Chief Executive
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Officer of the Corporation. In the absence or disability of the Chairman of the
Board and the Vice Chairman of the Board, the President shall preside at all
meetings of the Directors and at meetings of the shareholders and in the absence
or disability of the Chairman of the Board and the Vice Chairman of the Board,
the duties and responsibilities of such offices shall devolve upon the
President. The President shall have such other powers and duties as may be
prescribed by the Chairman of the Board of Directors, the Board of Directors or
by the Bylaws.
Section 3.7. Executive Vice President.
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In the absence or disability of the President, the Executive Vice
President shall act as the Chief Executive Officer of the Corporation. The
duties and responsibilities of the Executive Vice President are those delegated
to him by the Board of Directors or the President.
Section 3.8. Vice Presidents. Senior Vice Presidents and Vice
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Presidents shall perform such duties as may be prescribed for them from time to
time by the President, the Board of Directors or the Bylaws.
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Section 3.9. Secretary. The Secretary shall have the duties and
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responsibilities prescribed by law for the secretary of a Virginia corporation.
Section 3.10. Surety Bonds. All Officers and employees who shall have
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charge or possession of money, securities or property of the Corporation must,
before entering upon their duties, be covered by a bond with a surety company
approved by the Board of Directors and state and federal authorities. The costs
of such bond shall be borne by the Corporation.
ARTICLE IV
CAPITAL STOCK
Section 4.1. Issues of Certificate of Stock. Certificates of capital
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stock shall be in such form as may be prescribed by law and by the Board of
Directors. All certificates shall be signed by the President and by the Chief
Financial Officer or Secretary or an Assistant Secretary, or by any other two
Officers authorized by resolution of the Board of Directors.
Section 4.2. Transfer of Stock. The stock of the corporation shall be
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transferable or assignable on the books of the Corporation by the holders in
person or by attorney on surrender of the certificate or certificates for such
shares duly endorsed, and, if sought to be transferred by attorney, accompanied
by a written power of attorney to have such stock transferred on the books of
the Corporation.
Section 4.3. Restrictions on Transfer of Stock. Any restrictions that
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may be imposed by law, by the Articles of Incorporation or Bylaws of the
Corporation, or by an agreement among shareholders of the Corporation, or by an
agreement among shareholders of the Corporation, shall be noted conspicuously on
the front or back of all certificates representing shares of stock of the
Corporation.
Section 4.4. Lost, Destroyed or Mutilated Certificates. The holder of
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stock of the Corporation shall immediately notify the Corporation of any loss,
destruction, or mutilation of the certificate therefor, and the Corporation may
in its discretion cause one or more new certificates for the same aggregate
number of shares to be issued to such Stockholder upon the surrender of the
mutilated certificate, or upon satisfactory proof of such loss or destruction
accompanied by the deposit of a bond in such form and amount and with such
surety as the Corporation may require.
Section 4.5. Holder of Record. The Corporation shall be entitled to
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treat the holder of record of any share or shares of stock as the holder thereof
in fact and shall not be bound to
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recognize any equitable or other claim to or interest in such shares of stock
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.
Section 4.6. Record Date. The Board of Directors shall fix in advance
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the record date in order to make a determination of shareholders for any
purpose, including the determination of shareholders entitled to notice of or to
vote at any shareholders' meeting or entitled to payment of any dividend or
distribution to shareholders. Such record date shall not be more than seventy
(70) days prior to the date on which the particular action requiring such
determination of shareholders is to be taken.
Section 4.7. Control Share Acquisitions. Article 14.1 of the Virginia
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Stock Corporation Act shall not apply to the Corporation.
ARTICLE V
AMENDMENTS AND SPECIAL
VOTING PROVISIONS
Section 5.1. Voting Generally. Except as otherwise set forth in this
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Article V, the Board of Directors shall act by majority vote at any duly held
meeting at which a quorum is present.
Section 5.2. Special Voting Requirements. The affirmative vote of at
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least eight (8)Directors shall be required to:
(a) Amend these Bylaws;
(b) Submit to the shareholders any plan of merger or share exchange or
any proposal to dissolve the Corporation or to sell, lease, exchange or
otherwise dispose of all or substantially all of the Corporation's property,
otherwise than in the usual and regular course of business;
(c) Submit to the shareholders any proposal to change the name of the
Corporation;
(d) Cause Southside Bank or Bank of Northumberland, Incorporated to
change its name or amend its articles of incorporation or bylaws;
(e) Cause Southside Bank or Bank of Northumberland, Incorporated to
appoint, remove or transfer its Chief Executive Officer;
(f) Dispose of any of the stock of Southside Bank or Bank
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of Northumberland, Incorporated or cause either of such banks to dissolve or
enter into a plan of merger or share exchange or to sell, lease, exchange or
otherwise dispose of all or substantially all of its property, otherwise than
in the usual and regular cause of business.
(g) Appoint, remove or transfer the Corporation's Chief Executive
Officer.
Section 5.3. Subsidiary Bank Directors. (a) The Directors of Bank of
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Northumberland, Incorporated, Southside Bank and Hanover Bank each shall
nominate individuals for election to their respective Boards each year.
(b) The Corporation shall not remove any Director of Bank of
Northumberland, Incorporated, Southside Bank or Hanover Bank or refuse to vote
its shares of either of such banks' common stock in favor of the election of
those nominated in accordance with Section 5.3(a) unless (i) a Director of
either of such banks violates a code of conduct that is generally applicable to
Directors of the Corporation and its subsidiaries, (ii) the Corporation's Board
of Directors determines that such a bank is experiencing business, financial or
regulatory difficulties and, as a result, the Corporation determines that a
change in the Board of Directors of such bank is necessary or advisable in order
to protect the Corporation or its investment in such bank or (iii) a director of
either such bank acts in a manner inconsistent with his fiduciary duty to such
bank.
ARTICLE VI
MISCELLANEOUS PROVISIONS
Section 6.1. Seal. The seal of the Corporation shall be circular in
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shape with the name of the Corporation around the circumference thereof, and
the word "SEAL" in the center thereof.
Section 6.2. Examination of the Books and Records. The books and
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records of account of the Corporation, the minutes of the proceedings of the
shareholders, the Board and Committees appointed by the Board of Directors and
the records of the shareholders showing the names and addresses of all
shareholders and the number of shares held by each, shall be subject to
inspection during the normal business hours by any person who is a duly
qualified Director of the Corporation at the time he makes such inspection.
Shareholders shall have such rights to inspect records of the Corporation as are
prescribed by applicable law.
Section 6.3. Checks, Notes and Drafts. Checks, notes, drafts, and
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other orders for the payment of money shall be signed by such persons as the
Board of Directors from time to time may
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authorize.
Section 6.4. Voting of Stock Held. Unless otherwise provided by
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resolution of the Board of Directors, the Chairman of the Board of Directors,
the President or any Executive Vice President may from time to time appoint an
attorney or attorneys as agent or agents of the Corporation to cast in the name
of the Corporation the votes which the Corporation may be entitled to cast as a
shareholder or otherwise in any other corporation, any of whose stock or
securities may be held by the Corporation, at meetings of the holders of the
stock or other securities of such other corporation, or to consent in writing to
any action by any such other corporation; and such Officers may instruct the
person or persons so appointed as to the manner of casting such votes or giving
such consent, and may execute or cause to be executed on behalf of the
Corporation and under its corporate seal, or otherwise, such written proxies,
consents, waivers, or other instruments as may be necessary or proper in the
premises; or any of such Officers may himself attend any meeting of the holders
of stock or other securities of any such other corporation and there vote or
exercise any or all other powers of the Corporation as the holder of such stock
or other securities of such other corporation.
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