IBT BANCORP, INC.
BY-LAWS
02-18-03
INDEX TO
BYLAWS OF
IBT BANCORP, INC.
ARTICLE I MEETINGS OF SHARHOLDERS
Section 101 Place of Meetings
Section 102 Annual Meetings
Section 103 Special Meetings
Section 104 Conduct of Shareholders' Meetings
ARTICLE II DIRECTORS AND BOARD MEETINGS
Section 201 Management by Board of Directors
Section 202 Nomination of Directors
Section 203 Directors Must be Shareholders
Section 204 Eligibility and Mandatory Retirement
Section 205 Number of Directors and Vacancies
Section 206 Compensation of Directors
Section 207 Regular Meetings
Section 208 Special Meetings
Section 209 Reports and Records
ARTICLE III COMMITTEES
Section 301 Committees
Section 302 Executive Committee
Section 303 Appointment of Committee Members
ARTICLE IV OFFICERS
Section 401 Officers
Section 402 Chairman of the Board
Section 402.1 Chief Executive Officer
Section 403 President
Section 404 Vice Presidents
Section 405 Secretary
Section 406 Treasurer
Section 407 Assistant Officers
Section 408 Compensation
Section 409 General Powers
Section 410 Mandatory Retirement
ARTIVLE V INDEMNIFICATION
Section 501 Mandatory Indemnification Optional
Section 502 Indemnification
ARTICLE VI SHARES OF CAPITAL STOCK
Section 601 Authority to Sign Share Certificates
Section 602 Lost or Destroyed Certificates
ARTICLE VII GENERAL
Section 701 Fiscal Year
Section 702 Record Date
Section 703 Absentee Participation in Meetings
Section 704 Emergency Bylaws
Section 705 Severability
ARTICLE VIII AMENDMENT OR REPEAL
Section 801 Amendment or Repeal by the Board of Directors
Section 802 Recording Amendments and Repeals
ARTICLE IX APPROVAL OF AMENDED BYLAWS AND RECORD OF
AMENDMENTS AND REPEALS
Section 901 Approval and Effective Date
Section 902 Amendments or Repeals
BYLAWS
OF
IBT BANCORP, INC.
These Bylaws are supplemental to the Pennsylvania Business Corporation Law and
other applicable provisions of law, as the same shall from time to time be in
effect.
ARTICLE I.
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MEETINGS OF SHAREHOLDERS.
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Section 101. (Place of Meetings) All meetings of the shareholders shall
be held at such place or places, within or without the Commonwealth of
Pennsylvania, as shall be determined by the Board of Directors from time to
time.
Section 102. (Annual Meetings) The annual meeting of the shareholders
for the election of Directors and the transaction of such other business as may
properly come before the meeting shall be held on the third Tuesday of April in
each year. Any business which is a proper subject for shareholder action may be
transacted at the annual meeting.
Section 103. (Special Meetings) Special meetings of the shareholders
may be called at any time by the Board of Directors, the President, or by the
shareholders entitled to cast at least one-third of the vote which all
shareholders are entitled to cast at the particular meeting.
Section 104. (Conduct of Shareholders' Meetings) The Chairman of the
Board shall preside at all shareholders' meetings. In the absence of the
Chairman of the Board, the President shall preside or, in his/her absence, any
Officer designated by the Board of Directors. The Officer presiding over the
shareholders' meeting may establish such rules and regulations for the conduct
of the meeting as he/she may deem to be reasonably necessary or desirable for
the orderly and expeditious conduct of the meeting. Unless the Officer presiding
over the shareholders' meeting otherwise requires, shareholders need not vote by
ballot on any question.
ARTICLE II
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DIRECTORS AND BOARD MEETINGS
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Section 201. (Management by Board of Directors) The business and
affairs of the Corporation shall be managed by its Board of Directors. The Board
of Directors may exercise all such powers of the Corporation and do all such
lawful acts and things as are not by statute, regulation, the Articles of
Incorporation or these Bylaws directed or required to be exercised or done by
the shareholders.
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Section 202. (Nomination for Directors) Nominations for directors to be
elected at an annual meeting of shareholders, except those made by the Board of
Directors of the Corporation, must be submitted to the Secretary of the
Corporation in writing not later than the close of business on the sixtieth
(60th) day immediately preceding the date of the meeting. Such notification
shall contain the following information to the extent known to the notifying
shareholder:
(a) name and address of each proposed nominee
(b) the principal occupation of each proposed nominee
(c) the total number of shares of capital stock of the Corporation
that will be voted for each proposed nominee
(d) the name and residence address of the notifying shareholder
(e) the number of shares of capital stock of the Corporation owned by
the notifying shareholder. Nominations not made in accordance
herewith may, in his/her discretion, be disregarded by the
Presiding Officer of the meeting, and upon his/her instruction,
the vote tellers may disregard all votes cast for each such
nominee. In the event the same person is nominated by more than
one shareholder, the nomination shall be honored, and all shares
of capital stock of the Corporation shall be counted if at least
one nomination for that person complies herewith.
Section 203. (Directors Must be Shareholders) Every Director must be a
shareholder of the Corporation and shall own in his/her own right at least one
hundred (100) shares of capital stock of the Corporation. Any Director shall
forthwith cease to be a Director when he/she no longer holds such shares, which
fact shall be reported to the Board of Directors by the Secretary, whereupon the
Board of Directors shall declare the seat of such Directors vacated.
Section 204. (Eligibility and Mandatory Retirement) No person shall be
eligible to be newly elected or appointed as a Director as he/she shall have
attained the age of seventy five (75) years on or prior to the date of his/her
election. Notwithstanding the foregoing, the mandatory retirement provisions of
this section shall not apply retroactively to those Directors elected as Interim
Directors at the first meeting of the Board of Directors of the Corporation
(with the exception of William D. Fawcett, Sr. and J. Curt Gardner), nor
thereafter, should they desire to stand for reelection thereafter. Any Director
of this Corporation, with the exception of the Interim Directors as specified
above, who attains the age of seventy five (75) years shall cease to be a
Director (without any action on his/her part) at the close of business on the
day prior to the date of the next shareholders' meeting at which directors are
to be elected regardless of whether or not his/her term as a Director would
otherwise expire at such shareholders' meeting. The Board of Directors may
designate one or more persons who have retired from the Board as honorary
members of the Board. Such honorary members may attend meetings of the Board but
shall have no authority to vote or receive compensation.
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Section 205. (Vacancies) Vacancies in the Board of Directors, including
vacancies resulting from an increase in the number of Directors, may be filled
by the remaining members of the Board even though less than a quorum. Any
Director elected to fill a vacancy in the Board of Directors shall become a
member of the same Class of Directors in which the vacancy existed; but if the
vacancy is due to an increase in the number of Directors a majority of the
members of the Board of Directors shall designate such directorship as belonging
to Class 1, Class 2 or Class 3 so as to maintain the three (3) classes of
Directors as nearly equal in number as possible. Each Director so elected shall
be a Director until his/her successor is elected by the shareholders, who may
make such election at the next annual meeting of the shareholders or at any
special meeting duly called for that purpose and held prior thereto.
Section 206. (Compensation of Directors) No Director shall be entitled
to any salary as such; but the Board of Directors may fix, from time to time, a
reasonable annual fee for acting as a Director and a reasonable fee to be paid
each Director his/her services in attending meetings of the Board and meetings
of committees appointed by the Board. The Corporation may reimburse Directors
for expenses related to their duties as a member of the Board.
Section 207. (Regular Meetings) Regular meetings of the Board of
Directors shall be held on such day, at such hour, and at such place, consistent
with applicable law, as the Board shall from time to time designate or as may be
designated in any notice from the Secretary calling the meeting. The Board of
Directors shall meet for reorganization at the first regular meeting following
the annual meeting of shareholders at which the Directors are elected. Notice
need not be given of regular meeting is not to be held at the time and place
designated by the Board of Directors, notice of such meeting, which need not
specify the business to be transacted thereat and which may be either verbal or
in writing, shall be given by the Secretary to each member of the Board at least
twenty-four (24) hours before the time of the meeting.
A majority of the members of the Board of Directors shall constitute a
quorum for the transaction of business. If at the time fixed for the meeting,
including the meeting to organize the new Board following the annual meeting of
shareholders, a quorum is not present, the directors in attendance may adjourn
the meeting from time to time until a quorum is obtained.
Except as otherwise provided herein, a majority of those directors
present and voting at any meeting of the Board of Directors, shall decide each
matter considered. A director cannot vote by proxy, or otherwise act by proxy at
a meeting of the Board of Directors.
Section 208. (Special Meetings) Special meetings of the Board of
Directors may be called by the President or at the request of five or more
members of the Board of Directors. A special meeting of the Board of Directors
shall be deemed to be any meeting other than the regular meeting of the Board of
Directors. Notice of the time and place of every special meeting, which need not
specify the business to be transacted thereat and which may be either verbal or
in writing, shall be given by the Secretary to each member of the Board at least
twenty-four (24) hours before the time of such meeting excepting the
Organization Meeting following the election of Directors.
3
Section 209. (Reports and Records) The reports of Officers and
Committees and the records of the proceedings of all Committees shall be filed
with the Secretary of the Corporation and presented to the Board of Directors,
if practicable, at its next regular meeting. The Board of Directors shall keep
complete records of its proceedings in a minute book kept for that purpose. When
a Director shall request it, the vote of each Director upon a particular
question shall be recorded in the minutes.
ARTICLE III
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COMMITTEES
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Section 301. (Committees) The following Committee of the Board of
Directors shall be established by the Board of Directors in addition to any
other Committee the Board of Directors may in its discretion establish.
Section 302. (Executive Committee) The Executive Committee shall
consist of the Chairman of the Board, the President and at least four (4) other
Directors. A majority of the members of the Executive Committee shall constitute
a quorum, and actions of a majority of those present at a meeting at which a
quorum is present shall be actions of the Committee. Meetings of the Committee
may be called at any time by the Chairman or Secretary of the Committee, and
shall be called whenever two (2) or more members of the Committee so request in
writing. The Executive Committee shall have and exercise the authority of the
Board of Directors in the management of the business of the Corporation between
the dates of regular meetings of the Board.
Section 303. (Appointment of Committee Members) The Board of Directors
shall elect the members of the Committees and the Chairman and Vice Chairman of
each such Committee to serve until the next annual meeting of shareholders. The
President shall appoint or shall establish a method of appointing, subject to
the approval of the Board of Directors, the members of any other Committees
established by the Board of Directors, and the Chairman and Vice Chairman of
such Committee, to serve until the next annual meeting of shareholders. The
Board of Directors may appoint, from time to time, other committees, for such
purposes and with such powers as the Board may determine.
ARTICLE IV
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OFFICERS
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Section 401. (Officers) The Officers of the Corporation shall be a
Chairman of the Board, a President, one (1) or more Vice Presidents, a
Secretary, a Treasurer, and such other Officers and Assistant Officers as the
Board of Directors may from time to time deem advisable. Except for the
President, Secretary, and Treasurer, the Board may refrain from filling any of
the said offices at any time and from time to time. The same individual may hold
any two (2) or more offices except both the offices of President and Secretary.
The Officers shall be elected by the Board of Directors at the time, in the
manner and for such terms as the Board of Directors from time to time shall
determine. Any Officer may be removed at any time, with or without cause, and
regardless of the term for which such Officer was elected, but without prejudice
to any contract right of such Officer. Each Officer shall hold his office for
the current year for which he was elected or appointed by the Board unless he
shall resign, becomes disqualified, or be removed at the pleasure of the Board
of Directors.
4
Section 402. (Chairman of the Board) The Board of Directors shall elect
a Chairman of the Board at the first regular meeting of the Board following each
annual meeting of shareholders at which Directors are elected. The Chairman of
the Board shall be a member of the Board of Directors and shall preside at the
meetings of the Board and perform such other duties as may be prescribed by the
Board of Directors.
Section 402.1 (Chief Executive Officer) The Board of Directors will
designate a Chief Executive Officer (CEO) at the first regular meeting of the
Board following each annual meeting of shareholders. The Chief Executive Officer
shall have general supervision of all business of the corporation and shall
prescribe the duties of the other Officers and Employees and see to the proper
performance thereof. The Chief Executive Officer may be either the Chairman of
the Board or President, but must be a full time employee of IBT Bancorp, Inc. or
Irwin Bank & Trust Company.
Section 403. (President) The President shall have general supervision
of all of the departments and business of the Corporation and shall prescribe
the duties of the other Officers and Employees and see to the proper performance
thereof. The President shall be responsible for having all orders and
resolutions of the Board of Directors carried into effect. The President shall
execute on behalf of the Corporation and may affix or cause to be affixed a seal
to all authorized documents and instruments requiring such execution, except to
the extent that signing and execution thereof shall have been delegated to some
other Officer or Agent of the Corporation by the Board of Directors or by the
President. The President shall be a member of the Board of Directors. In the
absence or disability of the Chairman of the Board or his/her refusal to act,
the President shall preside at meetings of the Board. In general, the President
shall perform all the duties and exercise all the powers and authorities
incident to such office or as prescribed by the Board of Directors
Section 404. (Vice Presidents) The Vice Presidents shall perform such
duties, do such acts and be subject to such supervision as may be prescribed by
the Board of Directors or the President. In the event of the absence or
disability of the President or his/her refusal to act, the Vice Presidents, in
the order of their rank, and within the same rank in the order of their
authority, shall perform the duties and have the powers and authorities of the
President, except to the extent inconsistent with applicable law.
Section 405. (Secretary) The Secretary shall act under the supervision
of the President or such other Officers as the President may designate. Unless a
designation to the contrary is made at a meeting, the Secretary shall attend all
meetings of the Board of Directors and all meetings of the shareholders and
record all of the proceedings of such meetings in a book to be kept for that
purpose, and shall perform like duties for the standing Committees when required
by these Bylaws or otherwise. The Secretary shall give, or cause to be given,
notice of all meetings of the shareholders and of the Board of Directors. The
Secretary shall keep a seal of the Corporation, and, when authorized by the
Board of Directors or the President, cause it to be affixed to any documents and
instruments requiring it. The Secretary shall perform such other duties as may
be prescribed by the Board of Directors, President, or such other Supervising
Officer as the President may designate.
Section 406. (Treasurer) The Treasurer shall act under the supervision
of the President or such other Officer as the President may designate. The
Treasurer shall have custody of the Corporation's funds and such other duties as
may be prescribed by the Board of Directors, President or such other Supervising
Officer as the President may designate.
5
Section 407. (Assistant Officers) Unless otherwise provided by the
Board of Directors, each Assistant Officer shall perform such duties as shall be
prescribed by the Board of Directors, the President or the Officer to whom
he/she is an Assistant. In the event of the absence or disability of an Officer
or his/her refusal to act, his/her Assistant Officer shall, in the order of
their rank, and within the same rank in the order of their seniority, have the
powers and authorities of such Officer.
Section 408. (Compensation) The President's Compensation shall be set
by the Board of Directors. The Compensation of all Officers shall be set by the
Personnel Committee of the Board of Directors and all other salaries shall be
set by the President.
Section 409. (General Powers) The Officers are authorized to do and
perform such corporate acts as are necessary in the carrying on of the business
of the Corporation, subject always to the direction of the Board of Directors.
ARTICLE V
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INDEMNIFICATION
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Section 501. (Mandatory Indemnification) The Corporation shall, to the
full extent permitted by the Pennsylvania Business Corporation Law, as amended
from time to time, indemnify any person who was or is a party or is threatened
to be made a party to any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative, by reason
of the fact that he/she is or was a Director, Officer or Employee of the
Corporation or of any of its subsidiaries.
Section 502. (Optional Indemnification) In all situations in which
indemnification is not mandatory under Section 501 hereof, the Corporation may,
to the full extent permitted by the Pennsylvania Business Corporation Law, as
amended from time to time, indemnify all persons whom it is empowered to
indemnify pursuant thereto.
ARTICLE VI
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SHARES OF CAPITAL STOCK
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Section 601. (Authority to Sign Share Certificates) Every share
certificate of the Corporation shall be signed by the President and by the
Secretary or one of the Assistant Secretaries. Certificates may be signed by a
facsimile signature of the President and the Secretary or one of the Assistant
Secretaries of the Corporation.
Section 602. (Lost or Destroyed Certificates) Any person claiming a
share certificate to be lost, destroyed or wrongfully taken shall receive a
replacement certificate if such person shall have: (a) requested such
replacement certificate before the Corporation has notice that the shares have
been acquired by a bona fide purchaser; (b) provided the Corporation with an
indemnity agreement satisfactory in form and substance to the Board of
Directors, or the President or the Secretary; and (c) satisfied any other
reasonable requirements (including providing an affidavit and a surety bond)
fixed by the Board of Directors, or the President or the Secretary.
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ARTICLE VII
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GENERAL
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Section 701. (Fiscal Year) The fiscal year of the Corporation shall
begin on the first (1st) day of January in each year and end on the thirty-first
(31st) day of December in each year.
Section 702. (Record Date) The Board of Directors may fix any time
whatsoever (but not more than fifty (50) days) prior to the date of any meeting
of shareholders, or the date for the payment of any dividend or distribution, or
the date for the allotment of rights, or the date when any change or conversion
or exchange of shares will be made or will go into effect, as a record date for
the determination of the shareholders entitled to notice of, or to vote at, any
such meetings, or entitled to receive payment of any such dividend or
distribution, or to receive any such allotment of rights, or to exercise the
rights in respect to any such change, conversion or exchange of shares.
Section 703. (Absentee Participation in Meetings) One (1) or more
Directors may participate in a meeting of the Board of Directors, or of a
Committee of the Board, by means of a conference telephone or similar
communications equipment, by means of which all persons participating in the
meeting can hear each other.
Section 704. (Emergency Bylaws) In the event of any emergency resulting
from a nuclear attack or similar disaster, and during the continuance of such
emergency, the following Bylaw provisions shall be in effect, notwithstanding
any other provisions of the Bylaws:
(a) A meeting of the Board of Directors or of any Committee thereof
may be called by any Officer or Director upon one (1) hour's
notice to all persons entitled to notice whom, in the sole
judgment of the notifier, it is feasible to notify;"
(b) The Director or Directors in attendance at the meeting of the
Board of Directors or of any Committee thereof shall constitute a
quorum; and
(c) These Bylaws may be amended or repealed, in whole or in part, by
a majority vote of the Directors attending any meeting of the
Board of Directors, provided such amendment or repeal shall only
be effective for the duration of such emergency.
Section 705. (Severability) If any provision of these Bylaws is illegal
or unenforceable as such, such illegality or unenforceability shall not affect
any other provision of these Bylaws and such other provisions shall continue in
full force and effect.
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ARTICLE VIII
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AMENDMENT OR REPEAL
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Section 801. (Amendment or Repeal by the Board of Directors) These
Bylaws may be amended or repealed, in whole or in part, by a majority vote of
members of the Board of Directors at any regular or special meeting of the Board
duly convened. Notice need not be given of the purpose of the meeting of the
Board of Directors at which the amendment or repeal is to be considered.
Section 802. (Recording Amendments and Repeals) The text of all
amendments and repeals to these Bylaws shall be attached to the Bylaws with a
notation of the date and vote of such amendment or repeal.
ARTICLE IX
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APPROVAL OF AMENDED BYLAWS
AND RECORD OF AMENDMENTS AND REPEALS
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Section 901. Approval and Effective Date. These Bylaws have been
approved as the Bylaws of the Corporation this 18th day of February, 2003, and
shall be effected as of said date.
Section 902. (Amendments or Repeals)
8