EXHIBIT (E4)
BYLAWS
OF
ALLEGHENY BANCSHARES, INC.
ARTICLE I. OFFICES
The principal offices of the Corporation shall be located in the
Town of Franklin, County of Pendleton, State of West Virginia. The Corporation
may have such other offices, either within or without the State of West
Virginia, as the Board of Directors may designate or as the business of the
Corporation may require from time to time.
ARTICLE II. SHAREHOLDERS
Section 1. Annual Meeting. The annual meeting of the shareholders
shall be held at such time on such day as shall be fixed by the Board of
Directors.
Section 2. Special Meetings. Special meetings of the shareholders,
for any purpose or purposes, may be called by the Chairman of the Board, if any,
President, Chief Executive Officer (if not the President), Secretary, or by the
Board of Directors, and shall be called by the President at the request of the
holders of not less than one-tenth of all outstanding shares of the Corporation
entitled to vote at the meeting.
Section 3. Place of Meeting. The Board of Directors may designate
any place, either within or without the State of West Virginia, as the place of
meeting for any annual meeting or for any special meeting called by the Board of
Directors. If no designation is made, or if a special meeting were otherwise
called, the place of meeting shall be the principal office of the Corporation.
Section 4. Notice of Meeting. Written notice 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 nor more than fifty days before the
date of the meeting, either personally or by mail, by or at the direction of the
Chairman of the Board, President, Secretary or the officer or other persons
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 United States mail, addressed to the shareholder at his address as it
appears on the stock transfer books of the Corporation, with postage thereon
prepaid.
Section 5. Closing of Transfer Books or Fixing of Record Date. For
the purpose of determining shareholders entitled to notice of or to vote at any
meeting of shareholders or any adjournment thereof, or shareholders entitled to
receive payment of any dividend, or in order to make a determination of
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shareholders for any other proper purpose, the Board of Directors of the
Corporation may provide that the stock transfer books shall be closed for a
stated period but not to exceed, in any case, fifty days. If the stock transfer
books shall be closed for the purpose of determining shareholders entitled to
notice of or to vote at a meeting of shareholders, such books shall be closed
for at least ten days immediately preceding such meeting. In lieu of closing the
stock transfer books, the Board of Directors may fix in advance a date as the
record date for any such determination of shareholders, such date in any case to
be not more than fifty days and, in case of a meeting of shareholders, not less
than ten days prior to the date on which the particular action, requiring such
determination of shareholders, is to be fixed for the determination of
shareholders entitled to notice of or to vote at a meeting of shareholders, or
shareholders entitled to receive payment of a dividend, the date on which notice
of the meeting is mailed or the date on which the resolution of the Board of
Directors declaring such dividend is adopted, as the case may be, shall be the
record date for such determination of shareholders. 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
thereof.
Section 6. Voting Record. The officer or agent having charge of the
stock transfer books for shares of the Corporation shall make a complete record
of the shareholders entitled to vote at each meeting of shareholders or any
adjournment thereof, arranged in alphabetical order, with the address of and the
number of shares held by each. Such record shall be produced and kept open at
the time and place of the meeting and shall be subject to the inspection of any
shareholder during the whole time of the meeting for the purposes thereof.
Section 7. Quorum. A majority of the outstanding shares of the
Corporation 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 are 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 noticed. The shareholders present at a duly organized meeting may
continue to transact business until adjournment, notwithstanding the withdrawal
of enough shareholders to leave less than a quorum.
Section 8. Proxies. At all meetings of shareholders, a shareholder
may vote in person or by proxy executed in writing by the shareholder or by his
duly authorized attorney-in-fact. Such proxy shall be filed with the Secretary
of the Corporation before or at the time of the meeting. No proxy shall be valid
after eleven months from the date of its execution, unless otherwise provided in
the proxy.
Section 9. Voting of Shares. Except as otherwise provided by law,
each outstanding share entitled to vote shall be entitled to one vote upon each
matter submitted to a vote at a meeting of shareholders.
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Section 10. Voting of Shares by Certain Holders. Shares standing in
the name of another corporation may be voted by such 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 other corporation may determine.
Shares held by an administrator, executor, guardian, committee,
curator, 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
in 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 thereof into his name if authority so to do
be contained in an appropriate order of the court 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 Corporation,
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
Corporation, 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 11. Informal Action by Shareholders. Any action required or
permitted to be taken at a meeting of the shareholders may be taken without a
meeting if a consent in writing, setting forth the action so taken, shall be
signed by all of the shareholders entitled to vote with respect to the subject
matter thereof.
ARTICLE III. BOARD OF DIRECTORS
Section 1. General Powers. The business and affairs of the
Corporation shall be managed by its Board of Directors.
Section 2. Number, election and terms; nominations. The number of
the directors of the Corporation shall be fixed from time to time by resolution
by a two-thirds majority of the Board of Directors but shall not be less than
three nor more than twenty-five. Each director shall be elected for a term of
three years, with terms of offices of one-third of said Board of Directors
expiring each year. Each director so elected shall hold the office until his
successor is duly elected, unless he shall resign, become disqualified or be
removed from office by action of the shareholders. Each director shall
individually own shares of capital stock of the Corporation equal to or greater
than aggregate par value of not less than Five Hundred Dollars ($500.00).
Directors need not be residents of the State of West Virginia but shall be
shareholders of the Corporation.
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Nominations for election to the board of directors, other than those made
by or on behalf of the corporation,, must be made by a shareholder in writing
delivered or mailed to the CEO not less than 14 days nor more than 50 days prior
to the meeting called for the election of directors; provided, however, that if
less than 21 days' notice of the meeting is given to shareholders, the
nominations must be mailed or delivered to the CEO not later than the close of
business on the seventh day following the day on which the notice of meeting was
mailed. The notice of nomination must contain the following information, to the
extent known:
o Name and address of proposed nominee(s);
o Principal occupation of nominee(s);
o Total shares to be voted for each nominee;
o Name and address of notifying shareholder; and
o Number of shares owned by notifying shareholder.
Nominations not made in accordance with these requirements may be
disregarded by the chairman of the meeting and in such case the votes cast for
each such nominee will likewise be disregarded.
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, either within or
without the State of West Virginia, for the holding of additional regular
meetings without other notice than such resolution.
Section 4. Special Meetings. Special meetings of the Board of
Directors may be called by or at the request of the Chairman or Vice Chairman of
the Board, if any, the President and/or the Chief Executive Officer or any three
directors. The person or persons authorized to call special meetings of the
Board of Directors may fix any place, either within or without the State of West
Virginia, as the place for holding any special meeting of the Board of Directors
called by them.
Section 5. Notice. Notice of any special meeting shall be given at
least three days previously thereto by written notice delivered personally or
mailed to each director at his business address, or by telegram. If mailed at
least five days prior to the date of meeting, such notice shall be deemed to be
delivered when deposited in the United States mail, so addressed, with postage
thereon prepaid. If notice be given by telegram, such notice shall be deemed to
be delivered when the telegram is delivered to the telegraph company. Any
director may waive notice of any meeting. 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
regular or special meeting of the Board of Directors need be specified in the
notice or waiver of notice of such meeting, except as otherwise provided
statute.
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Section 6. 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 without further notice.
Section 7. 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.
Section 8. 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 9. Newly created directorships and vacancies. Newly-created
directorships resulting from any increase in the number of directors and any
vacancies on the Board of Directors resulting from death, resignation,
disqualification, removal or other cause shall be filled by the affirmative vote
of a majority of the remaining directors then in office, even though less than a
quorum of the Board of Directors. Any director elected in accordance with the
preceding sentence to fill a vacancy resulting from the death, resignation,
disqualification, removal or other cause shall hold office for the remainder of
the full term of the class of directors in which the vacancy occurred and until
such director=s successor shall have been elected and qualified, and any
director elected in accordance with the preceding sentence by reason of an
increase in the number of directors shall hold office only until the next
election of directors by shareholders and until his successor shall have been
elected and qualified. No decrease in the number of directors constituting the
Board of Directors shall shorten the term of any incumbent director.
Section 10. Compensation. By resolution of the Board of Directors,
each director may be paid his expenses, if any, of attendance at each meeting of
the Board of Directors, or committee thereof, and may be paid a stated salary as
directors or a fixed sum for attendance at each meeting of the Board of
Directors or committee thereof or both. No such payment shall preclude any
director from serving the Corporation in any other capacity and receiving
compensation therefor.
Section 11. Presumption of Assent. A director of the Corporation who
is present at a meeting of the Board of Directors at which action on any
corporate matter is taken shall be presumed to have assented to the action taken
unless his dissent shall be entered in the minutes of the meeting or unless he
shall file his 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 Corporation immediately after
the adjournment of the meeting. Such right to dissent shall not apply to a
director who voted in favor or such action.
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Section 12. Telephone Conference. Members of the Board of Directors
or any committee thereof may participate in a meeting of the Board or such
committee by means of a conference telephone or similar communications equipment
by means of which all persons participating in the meeting can hear each other
at the same time and participation by such means shall constitute presence in
person at the meeting.
Section 13. Confidentiality. All of the proceedings and business
transacted by the Board of Directors of the Corporation shall be confidential,
except as among the directors. Any violation or breach of this confidentiality
by any director shall be grounds for his removal and replacement by a majority
vote of the Board of Directors.
Section 14. Conflicts of Interest; Voting. Any director having a
personal interest in any question or issue before the Board of Directors shall
advise the Board of his interest, give his personal information on the question
or issue, and then withdraw pending a discussion and determination of that
question or issue. Otherwise, no director shall refrain from voting or withdraw
while business is pending at any meeting, unless he is excused by a majority
vote of directors in attendance at the meeting. In all matters requiring action
by the Board of Directors, a simple majority vote of those present at a meeting
shall prevail, unless otherwise required by law.
Section 15. Director Attendance. All members of the Board of
Directors shall attend at least 75 percent of the meetings of the Board of
Directors and Committees of which a director is a member, unless extenuating
circumstances are deemed by the remaining directors as just cause for absences
from attendance, in which event such absences shall not be counted in
calculating the attendance requirement. Should a director fail to attend less
than 75 percent of the meetings of the Board of Directors during any given year,
the Board of Directors may withhold future nominations of that person, may
change the status of that person to director emeritus (if the person otherwise
qualifies), may withhold retainers or fees due to such directors or may take any
other action deemed by the Board of Directors as necessary or advisable.
Section 16. Director Emeritus. Upon reaching age 75, a director
shall no longer be eligible to serve as director but may be appointed to an
Emeritus status. A Director Emeritus is not a voting member of the Board of
Directors and does not have duties, responsibilities or the powers of an active
director. Directors Emeriti are not counted as members of the Board of Directors
for purposes of determining a quorum. Directors Emeriti may, with the consent of
the Board, enjoy the contacts and privileges of being closely associated with
the Board of Directors, sitting in on all deliberations and being given the
opportunity to voice their opinion, all without having any obligation to attend
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any meetings and without having any obligations of assuming any responsibility
for the actions of the Board. Directors Emeriti may receive an annual
compensation with said amount to be determined, on an individual basis, by the
Board, based upon the Director Emeritus' contribution to the bank. In the event
that a director of the Corporation has served for 15 years as such but has not
attained the age of 75, such director may, upon application to the Board of
Directors, voluntarily move to emeritus status. This section of the Bylaws will
not apply as mandatory for any members of the Board of Directors as of the date
of adoption of this section, or December 15, 2005.
ARTICLE IV. OFFICERS
Section l. Number. The officers of the Corporation shall be a
President, one or more Vice Presidents (the number thereof to be determined by
the Board of Directors), and a Secretary, each of whom shall be elected by the
Board of Directors. A Chairman and Vice Chairman of the Board of Directors and
such other officers and assistant officers as may be deemed necessary may be
elected or appointed by the Board of Directors. The same person may hold any two
or more offices, except the offices of President and Secretary. The President
and the Chairman of the Board, if any, shall be elected from the membership of
the Board of Directors.
Section 2. Election and Term of Office. The officers of the
Corporation to be elected by the Board of Directors shall be elected annually by
the Board of Directors at the first meeting of the Board of Directors held after
each annual meeting of the shareholders. If the election of officers shall not
be held at such meeting, such election shall be held as soon thereafter as
conveniently may be. Each officer shall hold office until his successor shall
have been duly elected and shall have qualified or until his death or until he
shall resign or shall have been removed in the manner hereinafter provided.
Section 3. Removal. Any officer or agent may be removed by the Board
of Directors whenever in its judgment the best interests of the Corporation will
be served thereby, but such removal shall be without prejudice to the contract
rights, if any, of the person so removed. Election or appointment of an officer
or agent shall not of itself create contract rights.
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.
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Section 5. Chairman of the Board; President; Executive Vice
President. The Chairman of the Board, the President, or the Executive Vice
President, as the Board of Directors may from time to time determine, shall be
the principal executive officer of the Corporation. The principal executive
officer of the Corporation shall in general supervise and control all of the
business and affairs of the Corporation, subject to the control of the Board of
Directors. He shall, when present, preside at all meetings of the shareholders.
Whether the Chairman of the Board, the President or the Executive Vice President
be designated as the principal executive officer of the Corporation the others
shall, in the absence or incapacity of the principal executive officer or by his
authority may, exercise any of the powers of the principal executive officer.
The Chairman of the Board, the President or the Executive Vice President may
sign deeds, mortgages, bonds, contracts, or other instruments which the Board of
Directors has authorized to be executed, except in cases where the signing and
executing thereof shall be expressly delegated by the Board or by these bylaws
to some other officer or agent of the Corporation, or shall be required by law
to be otherwise signed or executed. The Chairman of the Board, the President and
the Executive Vice President shall each, in general, perform all duties incident
to their respective offices and shall perform such other duties as may be
prescribed by the Board of Directors from time to time.
Section 6. The Vice Presidents. In the absence of the Chairman of
the Board, President and Executive Vice President or in the event of their
death, inability or refusal to act, the Vice President (or in the event there be
more than one Vice President, the Vice Presidents in the order designated at the
time of their election, or in the absence of any designation, then in the order
of their election) shall perform the duties of the Chairman of the Board,
President, and Executive Vice President, and when so acting, shall have all the
powers of and be subject to all the restrictions upon the Chairman of the Board,
President and Executive Vice President. Any Vice President may sign, with the
Secretary or an Assistant Secretary, certificates for shares of the Corporation;
and shall perform such other duties as from time to time may be assigned to him
by the principal executive officer of the Corporation, the bylaws or the Board
of Directors.
Section 7. The Secretary. The Secretary shall: (a) keep the minutes
of the proceedings of the shareholders and of the Board of Directors in one or
more books provided for that purpose; (b) see that all notices are duly given in
accordance with the provisions of these bylaws or as required by law; (c) be
custodian of the corporate records and of the seal of the Corporation and see
that the seal of the Corporation is affixed to all documents the execution of
which on behalf of the Corporation under its seal is duly authorized; (d) keep a
register of the post office address of each shareholder which shall be furnished
to the Secretary by such shareholder; (e) sign with the President, or a Vice
President, certificates for shares of the Corporation, the issuance of which
shall have been authorized by resolution of the Board of Directors; (f) have
general charge of the stock transfer books of the Corporation; and (g) in
general perform all duties incident to the office of Secretary and such other
duties as from time to time may be assigned to him by the principal executive
officer of the Corporation, the bylaws or by the Board of Directors.
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Section 8. The Treasurer. The Board of Directors may appoint a
Treasurer who shall: (a) have charge and custody of and be responsible for all
funds and securities of the Corporation; (b) receive and give receipts for
moneys due and payable to the Corporation from any source whatsoever, and
deposit all such moneys in the name of the Corporation in such banks, trust
companies or other depositaries as shall be selected in accordance with the
provisions of Article V of these bylaws; and (c) in general perform all of the
duties incident to the office of Treasurer and such other duties as from time to
time may be assigned to him by the principal executive officer of the
Corporation, the bylaws or by the Board of Directors. If required by the Board
of Directors, the Treasurer shall give a bond for the faithful discharge of his
duties in such sum and with such surety or sureties as the Board of Directors
shall determine.
Section 9. Assistant Secretaries and Assistant Treasurers. The
Assistant Secretaries, when authorized by the Board of Directors, may sign with
the President or a Vice President, certificates for shares of the Corporation
the issuance of which shall have been authorized by a resolution of the Board of
Directors. The Assistant Treasurers shall respectively, if required by the Board
of Directors, give bonds for the faithful discharge of their duties in such sums
and with such sureties as the Board of Directors shall determine. The Assistant
Secretaries and Assistant Treasurers, in general, shall perform such duties as
shall be assigned to them by the Secretary or the Treasurer, respectively, or by
the principal executive officer of the Corporation, the bylaws or by the Board
of Directors.
Section 10. Officers' Salaries. The Board of Directors shall fix the
salaries of the officers from time to time and no officer shall be prevented
from receiving such salary by reason of the fact that he is also a director of
the Corporation.
ARTICLE V. CONTRACTS, LOANS, CHECKS AND DEPOSITS
Section 1. Contracts. The Board of Directors may authorize any
officer or officers, agent or agents, to enter into any contract or execute and
deliver any instrument in the name of and on behalf of the Corporation, and such
authority may be general or confined to specific instances.
Section 2. Loans. No loans shall be contracted on behalf of the
Corporation and no evidences of indebtedness shall be issued in its name unless
authorized by a resolution of the Board of Directors. Such authority may be
general or confined to specific instances. The Board of Directors may encumber
and mortgage real estate and pledge, encumber and mortgage stocks, bonds and
other securities and other personal property of all types, tangible and
intangible, and convey any such property in trust to secure the payment of
corporate obligations.
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 Corporation shall be signed by such officer or officers, agent or
agents of the Corporation and in such manner as shall from time to time be
determined by resolution of the Board of Directors.
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Section 4. Deposits. All funds of the Corporation not otherwise
employed shall be deposited from time to time to the credit of the Corporation
in such banks, trust companies or other depositaries as the Board of Directors
may select.
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ARTICLE VI. CERTIFICATES FOR SHARES AND THEIR TRANSFER
Section 1. Certificates for Shares. Certificates representing shares
of the Corporation shall be in such form as shall be determined by the Board of
Directors. Such certificates shall be signed by the President or a Vice
President and by the Secretary or an Assistant Secretary and sealed with the
Corporate Seal or a facsimile thereof. The signatures 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 Corporation itself or one of its
employees. Each certificate for shares shall be consecutively numbered or
otherwise identified. The name and address of the person to whom the shares
represented thereby are issued, with the number of shares and date of issue,
shall be entered on the stock transfer books of the Corporation. All
certificates surrendered to the Corporation for transfer shall be canceled and
no new certificate shall be issued until the former certificate for a like
number of shares shall have been surrendered and canceled, except in case of a
lost, destroyed or mutilated certificate a new one may be issued therefor upon
such terms and indemnity to the Corporation as the Board of Directors may
prescribe.
Section 2. Transfer of Shares. Transfer of shares of the Corporation
shall be made only on the stock transfer books of the Corporation by the holder
of record thereof or by his legal representative, who shall furnish proper
evidence of authority to transfer, or by his attorney thereunto authorized by
power of attorney duly executed and filed with the Secretary of the Corporation,
and on surrender for cancellation of the certificate for such shares. The person
in whose name shares stand on the books of the Corporation shall be deemed by
the Corporation to be the owner thereof for all purposes.
Section 3. Lost Certificates. Any person claiming a certificate of
shares to be lost or destroyed shall make an affidavit or affirmation of that
fact, and if requested to do so by the Board of Directors of the Corporation
shall advertise such fact in such manner as the Board of Directors may require,
and shall give the Corporation a bond of indemnity in such sum as the Board of
Directors may direct, but not less than double the value of shares represented
by such certificate, in form satisfactory to the Board of Directors and with or
without sureties as the Board of Directors may prescribe; whereupon the
President and the Secretary may cause to be issued a new certificate of the same
tenor and for the same number of shares as the one alleged to have been lost or
destroyed, but always subject to the approval of the Board of Directors.
Section 4. Stock Transfer Books. The stock transfer books of the
Corporation shall be kept in the principal office of the Corporation and shares
shall be transferred under such regulations as may be prescribed by the Board of
Directors.
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ARTICLE VII. FISCAL YEAR
The fiscal year of the Corporation may be fixed and may be changed
from time to time by resolution of the Board of Directors. Until the Board of
Directors has acted to fix such fiscal year, the fiscal year of the Corporation
shall begin on the first day of January and end on the thirty-first day of
December in each year.
ARTICLE VIII. DIVIDENDS
The Board of Directors may, from time to time, declare and the
Corporation may pay dividends on its outstanding shares in the manner and upon
the terms and conditions provided by law and its Articles of Incorporation.
ARTICLE IX. CORPORATE SEAL
The Board of Directors shall provide a corporate seal which shall be
circular in form and shall have inscribed thereon the name of the Corporation
and the state of incorporation and the words "Corporate Seal".
ARTICLE X. WAIVER OF NOTICE
Whenever any notice is required to be given to any shareholder or
director of the Corporation under the provisions of these bylaws or under the
provisions of the Articles of Incorporation or by law, 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 XI. AMENDMENTS
These Bylaws may be altered, amended or repealed at any regular
meeting of the Board of Directors or special meeting called for that purpose, by
majority vote of those present at any meeting at which a quorum is present.
ARTICLE XII. VOTING SHARES OF OTHER CORPORATIONS
Unless otherwise ordered by the Board of Directors, the Chairman of
the Board or the President of the Corporation may vote shares in other
corporations held by this Corporation.