EXHIBIT 3.2. Bylaws of National Commerce Bancorporation
As Last Amended January 18, 1996
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ARTICLE I.
Identification
Section 1.01. Name. The name of this Corporation shall be National Commerce
Bancorporation.
Section 1.02. Seal. The Corporation shall not be required to use a corporate
seal.
Section 1.03. Offices. The address of the principal office of the
Corporation shall be One Commerce Square, Memphis, Tennessee 38150. The
Corporation may also have offices at such other places as the Board of Directors
may from time to time determine or the business of the Corporation may require.
ARTICLE II.
Shareholders
Section 2.01. Place of Meetings. Meetings of shareholders may be held at
such place, either within or without the State of Tennessee, as may be set by
the Board of Directors pursuant to these Bylaws. In the absence of any such
provision, all meetings shall be held at the principal office of the
Corporation.
Section 2.02. Annual Meeting. An annual meeting of the shareholders shall be
held at such time as may be set by the Board of Directors pursuant to these
Bylaws. Failure to hold the annual meeting at the designated time shall not
work a forfeiture or dissolution of the Corporation.
Section 2.03. Special Meetings. Special meetings of shareholders may be
called by the Chairman of the Board, the Board of Directors or the holders of
not less than one-tenth (1/10) of all the shares entitled to vote at such
meeting by giving written instructions to the Secretary of the Corporation to
call such meeting, stating the purpose or purposes of the proposed meeting and
identifying those persons calling the meeting.
Section 2.04. Notice of Meetings; Waiver. Written or printed notice stating
the place, day and hour of the meeting, and, in the case of a special meeting,
the purpose or purposes for which the meeting is called and the person or
persons calling the meeting, shall be delivered either personally or by mail by
or at the direction of the Chairman of the Board or other officer or person or
persons calling the meeting, to each share holder entitled to vote at the
meeting. If mailed, such notice shall be delivered not less than ten (10) nor
more than sixty (60) days before the date of the meeting and 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. If delivered personally, such notice
shall be delivered not less than five (5) nor more than sixty (60) days before
the date of the meeting and shall be deemed delivered when actually received by
the share holder. Notice to a shareholder shall not be required if that
shareholder has, before or after the meeting, submitted a signed waiver of
notice.
Section 2.05. Record Date. For the purpose of determining shareholders
entitled to notice of or entitled to vote at any meeting of
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shareholders, or any adjournment thereof, or shareholders entitled to receive
payment of any dividend, or in order to make a determination of shareholders for
any other proper purpose, the stock transfer books of the Corporation shall not
be closed, but, in lieu thereof, the Board shall fix in advance a date as the
record date for any such determination of shareholders, such date in any case to
be not less than ten (10) days prior to the date on which the particular action
requiring such determination of shareholders is to be taken.
Section 2.06. Quorum. "Quorum" means a majority of the shares entitled to
vote. When a quorum is once present to organize a meeting, it is not broken by
the subsequent withdrawal of any of those present. The meeting may be adjourned
despite the absence of a quorum.
Section 2.07. Shareholder's Right to Vote. Every shareholder of record of
the Corporation shall be entitled at each meeting of shareholders, and upon each
proposal presented at such meeting, to one (1) vote for each share of stock
standing in such shareholder's name on the books of the Corporation.
Section 2.08. Proxies. Every shareholder entitled to vote at a meeting of
shareholders or to express consent or dissent without a meeting may authorize
another person or persons to act for him by proxy. Each fiduciary, including
such acting as executor, administrator, guardian, committee, agent, or trustee,
owning shares registered in such fiduciary's name as fiduciary, or in the name
of another for the convenience of the fiduciary, may, in addition to exercising
the voting rights vested in such fiduciary, waive notice of shareholders'
meetings and execute and deliver or cause to be executed and delivered, a proxy
or proxies in accordance with law to others for the voting of such shares.
Every proxy must be signed by the shareholder or his attorney-in-fact. No proxy
shall be valid after the expiration of eleven (11) months from the date thereof
unless otherwise provided in the proxy.
Section 2.09. Vote of Shareholders. Whenever any corporate action other than
the election of directors is to be taken by vote of the shareholders, it shall,
except as otherwise required or permitted by law, be authorized by a majority of
the shares represented and entitled to vote thereon.
ARTICLE III.
Corporate Directors and Officers
Section 3.01. Board of Directors. The business affairs of the Corporation
shall be managed by the Board, each of whom shall be at least eighteen (18)
years of age and not more than seventy-two (72) years of age; provided, however,
a director may be nominated by management for re-election and may continue to
serve as a director until the meeting of the Board of Directors in January in
the year in which such director's seventy-third (73rd) birthday occurs.
Directors need not be shareholders and need not be residents of the State of
Tennessee.
Any director who shall have become ineligible for nomination by management of
the Corporation for re-election by the shareholders as herein provided and who
shall not have been so re-elected, may be elected by the Board of Directors as
an honorary director or director emeritus, whose past
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service shall be duly and appropriately recognized and honored. Such honorary
director shall possess none of the usual privileges, rights or emoluments of
regular members of the Board, except that he shall be entitled to such life
insurance benefits as may be enjoyed by the regular directors, provided he is
eligible therefor.
Section 3.02. Number of Directors. The Board of the Corporation shall
consist of twenty-five (25) natural persons. The Board shall be divided into
three (3) classes as nearly equal in number as possible with each class serving
staggered three-year terms, as provided in the Charter. The Board may decrease
to three (3) the number of directors by amending these Bylaws, but such
amendment shall require the vote of the majority of the entire Board. No
decrease in the number of directors shall shorten the term of any incumbent
director.
Section 3.03. Election and Term of Directors. As provided in the Charter,
directors shall be elected at the annual meeting of shareholders in the year in
which the term of their respective class expires for terms of three (3) years.
Directors shall be elected by a plurality of the votes cast in the election.
Except as provided for in Section 3.01 hereinabove, each director shall hold
office until the expiration of the term for which he is elected or until a
successor shall be elected and qualified.
Section 3.04. Newly Created Directorships and Vacancies. Newly created
directorships resulting from an increase in the number of directors and
vacancies occurring in the Board for any reason, including the removal of
directors without cause, may be filled by vote of a majority of the directors
then in office, although less than a quorum exists. Any directors so chosen
shall hold office until the next election of the class for which the director
shall have been chosen and until a successor shall be elected and qualified.
Section 3.05. Removal of Directors. As provided in the Charter, any one (1)
or more directors may be removed, either for cause or without cause, at any
time, only by the affirmative vote of at least two-thirds of the entire Board of
Directors.
Section 3.06. Directors' and Committee Meetings; Vote of the Directors.
(a) Place. Meetings of the Board, regular or special, may be held either
within or without the State of Tennessee.
(b) Annual Meeting. The annual meeting of the Board of Directors for the
purpose of electing officers and transacting such other business as may
properly be brought before the meeting shall be held each year immediately
following the annual meeting of shareholders.
(c) Regular Meetings. The Board of Directors may by resolution provide for the
time and place of other regular meetings, and no notice of such regular
meetings need be given.
(d) Special Meetings. Special meetings of the Board may be called by the
Chairman of the Board or any five (5) directors. Special meetings of the
Board shall be held upon notice sent by any usual means of communication
not less than forty-eight (48) hours before the meeting. 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
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lawfully called or convened. Notice of any meeting of the Board may be waived
in writing signed by the person entitled to the notice, whether before or after
the time of the meeting. Neither the business to be transacted at, nor the
purpose of, any regular or special meeting of the Board need be specified in the
notice or waiver of notice of such meeting. Notice of an adjourned meeting need
not be given if the time and place to which the meeting is adjourned are fixed
at the meeting at which the adjournment is taken and if the period of
adjournment does not exceed thirty (30) days in any one (1) adjournment.
(e) Meeting by Telephone. Members of the Board may participate in a meeting of
such Board by means of conference telephone or similar communications
equipment by means of which all persons participating in the meeting can
hear each other, and participation in a meeting pursuant to this subsection
shall constitute presence in person at such meeting. The directors shall
be promptly furnished a copy of the minutes of the Board meetings.
(f) Definition of Quorum. "Quorum" means a majority of the total number of
directors then in office. When a quorum is once present to organize a
meeting, it is not broken by the subsequent withdrawal of any of those
present. A meeting may be adjourned despite the absence of a quorum.
(g) Vote Required. The vote of a majority of the directors present at a
meeting at which a quorum is present shall be the act of the Board, unless
the vote of a greater number is required by law, the Charter or these
Bylaws.
(h) Action by Written Consent. Any action required or permitted to be taken at
a meeting of the Board may be taken without a meeting if written consent,
setting forth the action so taken, is signed by all the directors and filed
with the minutes of the proceedings of the Board.
(i) Definition of "Board". For purposes of these Bylaws, the term "Board"
means the governing Board of the Corporation, and the term "entire Board"
means all the members of the Board then serving.
Section 3.07. Committees of the Board. The Board, by a resolution adopted by
a majority of the entire Board, may designate an Executive Committee, consisting
of two (2) or more directors, and other committees consisting of two (2) or more
persons, who may or may not be directors and may delegate to such committee or
committees all such authority of the Board that it deems desirable. The Board
may designate one (1) or more directors as alternate members of any such
committee, who may replace any absent member or members at any meeting of such
committee. Each such committee shall serve at the pleasure of the Board. The
designation of any such committee and the delegation thereto of authority shall
not relieve any director of any responsibility imposed by law. The provisions
of Section 3.06 of these Bylaws relating to the conduct of meetings of the Board
shall govern meetings of the Executive and other Committees.
Section 3.08. Executive Committee.
(a) There shall be an Executive Committee composed of the Chairman of the Board
and the President, who shall serve thereon without extra compensation
during their continuance in office; and further composed of five (5) or
more directors to be appointed by the Board. A majority of the members of
the Executive Committee shall be composed of directors who are not
employees of the Corporation.
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(b) All authority of the Board is hereby delegated to the Executive Committee
except that no such committee, unless specifically so authorized by the
Board, shall have and exercise the authority of the Board to:
(i) Adopt, amend, or repeal the Bylaws;
(ii) Submit to the shareholders any action that needs shareholder's
authorization under the law;
(iii) Fill vacancies in the Board or any committee; or
(iv) Declare dividends or make other corporate distributions.
(c) The Board shall also appoint one of the members of the Executive Committee
to serve as its Chairman, who shall preside at all meetings of the
Executive Committee and shall perform such other duties as may be
designated by the Executive Committee. The Chairman of the Executive
Committee shall designate one (1) member of the Executive Committee as Vice
Chairman of the Executive Committee, who shall preside at the Executive
Committee meetings in the absence of the Chairman of the Executive
Committee.
(d) The Executive Committee shall keep minutes of its meetings and report the
same to the next meeting of the Board of Directors. The Chairman of the
Executive Committee shall also report to the Board concerning any matters
which the Executive Committee determines are appropriate for Board review.
Section 3.09. Audit Committee.
(a) There is hereby established by a majority of the entire Board of Directors
an Audit Committee consisting of not less than four (4) nor more than seven
(7) directors.
(b) The Audit Committee shall insure that an audit of the books and affairs of
the Corporation and each of its subsidiaries shall be made at such time or
times as the members of the Audit Committee shall choose.
(c) The Audit Committee shall elect its own Chairman, who shall preside at all
meetings of the Audit Committee and shall perform such other duties as may
be designated by the Audit Committee. The Chairman of the Audit Committee
shall designate one (1) member of the Audit Committee as Vice Chairman of
the Audit Committee, who shall preside at the Audit Committee meetings in
the absence of the Chairman of the Audit Committee.
(d) The Audit Committee shall keep minutes of its meetings and report the same
to the next meeting of the Board of Directors.
Section 3.10. Officers.
(a) The Corporation's officers shall be a Chairman of the Board, President,
Secretary and Treasurer and such other officers as may be deemed necessary.
Any two or more offices may be held by the same person, except the offices
of President and Secretary. The officers of the Corporation may be
designated by such additional titles as may be provided in the Charter or
in these Bylaws or by the Board. The Chairman of the Board, the President,
the Secretary, and the Treasurer shall be elected by the Board, and all
other officers shall be appointed by the Chairman of the Board.
(b) All officers shall be elected at the meeting of the Board following the
annual meeting of shareholders for terms not exceeding one (1) year. Each
officer shall hold office until the expiration of the term for which
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he is elected and thereafter until his successor has been elected or appointed
and qualified. The Board may require any officer to give security for the
faithful performance of his duties.
(c) Any officer or agent may be removed by the Board 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 3.11. Chairman of the Board. The Chairman of the Board shall be the
chief executive officer of the Corporation. He shall have general supervision
over all officers and the business or affairs of the Corporation. Without
limiting the generality of the foregoing, the Chairman of the Board:
(a) Shall have the right to employ and discharge all officers and agents of the
Corporation except those officers who are required by law or by these
Bylaws to be elected by the Board;
(b) Shall have the supervision of all financial matters pertaining to the
Corporation and shall have the duties to prepare under his authority
financial plans, budgets, reports or any other financial materials
reasonably required by the business or affairs of the Corporation;
(c) Shall have, whenever the Corporation is the holder of record of shares of
another Corporation, the authority to vote such shares and to execute
proxies and written waivers and consents in relation thereto;
(d) Shall, when present, preside over the meetings of the Board;
(e) Shall be an ex-officio member of all committees of the Board, except the
Audit Committee, unless otherwise provided by resolution of the entire
Board or by these Bylaws; and
(f) Shall have authority to represent to the Board that financial statements of
the Corporation are correct.
Section 3.12. President. The President shall have such duties and such
authority as may be delegated to him by the Chairman of the Board. The President
shall report to the Chairman of the Board. The President, in the absence of the
Chairman, shall preside at all meetings of the Board.
Section 3.13. Secretary. Due notice of all meetings of the shareholders and
directors shall be given by the Secretary or by the person or persons calling
such meeting. The Secretary shall report the proceedings of all meetings and
shall perform all of the other duties appertaining to his office. In the absence
of a Secretary, an Assistant Secretary shall perform the duties of the
Secretary.
Section 3.14. Vice Presidents. There may be such number of Vice Presidents
as the Chairman of the Board shall choose. The Vice Presidents shall have such
duties and authorities as shall be delegated to them by the Board or by the
Chairman of the Board.
Section 3.15. Treasurer. The Treasurer shall have the care, custody,
control and handling of the funds and assets of the Corporation and shall render
a full and detailed statement of the assets, liabilities and operations of the
Corporation to the Chairman of the Board and the Board of Directors at its
regular meetings.
Section 3.16. Indemnification of Directors and Officers. The Corporation
shall indemnify any person who is made a party to a suit by or
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in the right of the Corporation to procure a judgment in its favor by reason of
the fact that he, his testator or intestate is or was a director or officer of
the Corporation, against amounts paid in settlement and reasonable expenses
including attorneys' fees actually and necessarily incurred as a result of such
suit or proceeding or any appeal therein to the extent permitted by and in the
manner provided by the laws of Tennessee. The Corporation shall indemnify any
person made or threatened to be made a party to a suit or proceeding other than
by or in the right of any corporation of any type or kind, domestic or foreign,
which any director or officer of the Corporation, by reason of the fact that he,
his testator or intestate, was a director or officer of the Corporation or
served such other corporation in any capacity, against judgments, fines, amounts
paid in settlement and reasonable expenses, including attorneys' fees actually
and necessarily incurred as a result of such suit or proceeding, or any appeal
therein, if such director or officer acted in good faith for a purpose which he
reasonably believed to be in the best in terest of the Corporation and, in
criminal actions or proceedings, in addition, had no reasonable cause to believe
that this conduct was un lawful, and to the extent permitted by, and in the
manner provided by, the laws of Tennessee.
ARTICLE IV.
Capital Stock
Section 4.01. Certificates Representing Shares.
(a) The shares of the Corporation shall be represented by certificates signed
by the Chairman of the Board and the Secretary, who are hereby designated
for that purpose. Either or both of such signatures upon a certificate may
be facsimiles if the certificate is counter-signed by a transfer agent, or
registered by a registrar, other than an officer or employee of the
Corporation. In case any officer who has signed or whose facsimile
signature has been placed upon such certificates 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 issuance.
(b) Each certificate representing shares shall include the following upon the
face thereof: (i) that the Corporation is organized under the laws of the
State of Tennessee; (ii) the name of the Corporation; (iii) the name of the
person to whom issued; (iv) the number and class of shares, and the
designation of the series, if any, which such certificate represents; (v)
the par value of each share represented by such certificate.
(c) Such certificate may contain such other statement as may be lawful, and
such certificate shall be in such form as shall be approved by the Board.
Section 4.02. Board Regulations Regarding Stock. The Board from time to time
may make such rules and regulations by resolution as it may deem expedient
concerning the issue, transfer, and registration of stock.
ARTICLE V.
Special Corporate Acts
All checks, drafts, notes, bonds, bills of exchange, and orders for
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the payment of money of the Corporation; all deeds, mortgages, and other written
contracts and agreements to which the Corporation shall be a party; and all
assignments or endorsements of stock certificates, registered bonds, or other
securities owned by the Corporation shall, unless otherwise directed by the
Board of Directors, be signed by the Chairman of the Board. The Board of
Directors may, however, designate other officers, directors or employees of the
Corporation to sign such instruments in the name of the Corporation and may
authorize the use of facsimile signatures of any of such persons.
ARTICLE VI.
Fiscal Year
The Corporation's fiscal year shall extend from January 1 to December 31 of
each calendar year.
ARTICLE VII.
Amendments
The Bylaws of the Corporation may be amended or repealed or additional Bylaws
may be adopted by the Board by a vote of a majority of the entire Board.
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