EXHIBIT 3.3
PROPOSED RESOLUTIONS OF THE
BOARD OF DIRECTORS OF
CIVIC BANCORP
WHEREAS, it is in the best interests of the Company and its shareholders to
require that any nomination of a candidate for the board of directors be made in
advance of a shareholders' meeting at which directors are to be elected, and
such a requirement can be adopted by an amendment to the Company's Bylaws:
NOW THEREFORE, BE IT RESOLVED that the Company's Bylaws are hereby amended
to add a new Section 3.19 to read as follows:
"SECTION 3.19. NOMINATIONS FOR ELECTION OF DIRECTORS. Nominations
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for election of members of the Board of Directors may be made by the Board
of Directors (or the nominating committee of the Board of Directors) or by
any holder of any outstanding class of capital stock of the corporation
entitled to vote for the election of Directors. Notice of Intention to
make any nominations (other than by the Board of Directors or its
nominating committee) must be made in writing and be delivered or mailed to
the President of the corporation by the later of the close of business:
(i) 90 days prior to any meeting of shareholders at which Directors will be
elected or (ii) in case of an annual meeting of shareholders, not later
than 90 days before the anniversary of the previous year's annual meeting.
Such notification must contain the following information to the extent
known to the notifying shareholder: (a) the name and address of each
proposed nominee; (b) the principal occupation of each proposed nominee;
(c) the number of shares of capital stock of the corporation owned by each
proposed nominee; (d) the name and residence address (or business address,
if the notifying shareholder is not a natural person) of the notifying
shareholder; (e) the number of shares of capital stock of the corporation
owned by the notifying shareholder; (f) the numbers of shares of capital
stock of any bank, bank holding company, savings and loan association or
other depository institution owned beneficially by the nominee and by the
notifying shareholder and the identities and locations of any such
institutions; (g) whether the proposed nominee has ever been convicted of
or pleaded nolo contendere to any criminal offense involving dishonesty or
breach of trust, filed a petition in bankruptcy or been adjudged bankrupt;
and (h) a statement regarding the nominee's compliance with Article Three,
Section 3.20 of these Bylaws. The notification shall be signed by the
nominating shareholder and by each nominee, and shall be accompanied by a
written consent to such nomination from each proposed nominee. Nominations
not made in accordance with these procedures shall be disregarded by the
Chairman of the meeting, and upon his instructions, the inspectors of
election shall disregard all votes cast for each such nominee. The
foregoing requirements do not apply to the nomination of a person to
replace a proposed nominee who has become unable to serve as a Director
between the
last day for giving notice in accordance with this paragraph and the date
of election of Directors if the procedure called for in this paragraph was
followed with respect to the nomination of the proposed nominee. A copy of
Article Three, Section 3.19 of these Bylaws will be provided to any
shareholder upon receipt of a written request therefore, addressed to the
President of the corporation."
RESOLVED FURTHER, that the officers of this Company be, and they hereby
are, authorized and directed to take such other actions as are necessary and
appropriate to carry out the purpose and intent of these resolutions.
2
PROPOSED RESOLUTIONS OF THE
BOARD OF DIRECTORS OF
CIVIC BANCORP
WHEREAS, it is in the best interest of the Company and its shareholders to
set forth appropriate standards for service as a member of the Board of
Directors of this Company, including lack of actual or potential conflicts of
interest and a significant investment in the common stock of the Company; and
WHEREAS, appropriate qualifications may be adopted by the addition of a new
section to the Company's Bylaws;
NOW THEREFORE, BE IT RESOLVED that the Company's Bylaws are hereby amended
to add a new Section 3.20 to read as follows:
"SECTION 3.20. QUALIFICATIONS OF DIRECTORS. No person shall be a
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member of the Board of Directors (a) who is a director, officer, employee,
agent, nominee, attorney or other representative for any other financial
institution, lender or bank holding company, or affiliate or subsidiary
thereof, engaged in business or that proposes to engage in business,
directly or through any parent company, subsidiary or affiliate, in
California or Nevada, or (b) who has, or has been or is the nominee of
anyone who has, any contract, arrangement or understanding with any other
financial institution, lender or bank holding company, or affiliate or
subsidiary thereof, engaged in business or that proposes to engage in
business, directly or through any parent company, subsidiary or affiliate,
in California or Nevada, or with any officer, director, employee, agent,
nominee, attorney or other representative thereof, pursuant to which he or
she will disclose or in any way utilize information obtained as a director
for purposes other than for the benefit of this corporation or that he or
she will, directly or indirectly, attempt to effect or encourage any action
of this corporation for the benefit of any person or entity other than this
corporation, or (c) who has not owned at least $1,000 fair market value of
the corporation's Common Stock for at least 90 days prior to the date of
his or her election as a director.
Subparagraph (c) shall not apply to an individual hired by the
corporation's Board of Directors to be President and Chief Executive
Officer of this corporation until such time as that individual has been
employed by the corporation for a period of two years.
The Board of Directors of this corporation or a committee thereof,
shall make the determination whether any person who seeks to become a
director complies with the provisions of this Section 3.20."
RESOLVED FURTHER, that the requirements set forth in proposed Section
3.20 of the Bylaws (a) are reasonable as they will assist in the prevention of
any potential conflicts of interest between the interests of a director of this
Company and the Company;
RESOLVED FURTHER, that the requirements set forth in proposed Section
3.20 of the Bylaws are reasonable as they prevent an individual who would
otherwise have conflicts of interest with the interests of the Company from
using a nominee to evade the provisions of proposed Section 3.20 of the Bylaws
or to use confidential information which may be discussed at meetings of the
Company's Board of Directors for a committee thereof for their own purposes; and
RESOLVED FURTHER, the requirements set forth in proposed Section 3.20
of the Bylaws are reasonable as they establish a minimum ownership of the
Company's Common Stock and duration of ownership in order to insure that a
member of the Company's Board of Directors has minimum sufficient ownership that
their interests are common to those of the shareholders of the Company and that
they will properly exercise their fiduciary duties as a director of the Company;
and
RESOLVED FURTHER, that officers of this Company be, and they hereby
are, authorized and directed to take such actions as are necessary and
appropriate to carry out the purpose and intent of these resolutions.