BYLAWS OF
FIRST NATIONAL CORPORATION
ARTICLE I
MEETINGS OF SHAREHOLDERS
1. Annual Meeting. The annual meeting of the shareholders shall be held on
the fourth Tuesday in April of each year at its principal office unless a
different time or place, either within or without South Carolina, is designated
by the Directors.
2. Special Meetings. Special meetings of the shareholders may be called by
the President, the Chairman of the Board of Directors, a majority of the Board
of Directors, or by the holders of not less than ten percent (10%) of all the
shares entitled to vote at such meeting. The place of such meetings shall be
designated by the directors.
3. Notice of Shareholder Meetings. Written or printed notice stating the
place, day, and hour of the meeting, and, such other notice as required by the
provisions of the South Carolina Business Corporation Act, 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 President, Chairman of the Board of
Directors, Secretary, officer, or person calling the meeting, to each
shareholder of record entitled to vote at the meeting, not less than ten (10)
nor more than fifty (50) days before the date of the meeting. If such notice is
mailed, it shall be deemed to be delivered when deposited in the United States
mail addressed to the shareholder at the address as it appears on the stock
transfer books of the Corporation, with postage thereon prepaid. The Person
giving such notice shall certify that the notice required by this paragraph has
been given. If at any meeting Bylaws are to be altered, repealed, amended, or
adopted, notices or waivers thereof shall so state. A shareholder may waive
notice of any meeting, in writing, either before or after the meeting.
4. Quorum Requirements. Absent a provision in the Articles of Incorporation
stating otherwise, a majority of the shares entitled to vote shall constitute a
quorum for the transaction of business. A meeting may be adjourned despite the
absence of a quorum, and notice of an adjourned meeting need not be given if the
time and place to which the meeting is adjourned are announced at the meeting at
which the adjournment is taken and the adjournment is for a period of less than
thirty (30) days. If the adjournment is for thirty (30) days or more, notice of
the adjourned meeting shall be given pursuant to Article I, Section 3 of these
Bylaws. When a quorum is present at any meeting, a majority in interest of the
stock there represented shall decide any question brought before such meeting,
unless the question is the one upon which, by express provision of this
Corporation's Articles, these Bylaws or by the laws of South Carolina, a larger
or different vote is required, in which case such express provisions shall
govern the decision of such question.
5. Voting and Proxies. Every shareholder entitled to vote at a meeting may
do so either in person or by written proxy, executed by the shareholder or his
duly appointed attorney-in- fact, which proxy shall be filed with the secretary
of the meeting before being voted. Such proxy shall entitle the holders thereof
to vote at any adjournment of such meeting, but shall not be valid after the
final adjournment thereof.
6. Matters Considered at Shareholder Meetings. No matter shall be
considered or voted on at any meeting of shareholders unless such matter has
been submitted to the secretary of the corporation in writing by a record
shareholder of the corporation not less than forty-five (45) days prior to the
date of the meeting at which the matter is to be considered. The information
submitted to the secretary shall include the name and address of the shareholder
making the submission and the text of the resolution to be voted on.
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7. Conduct of Meetings.
(a) Meetings of shareholders shall be presided over by the chairman of the
Board of Directors or, in his absence, by the Vice Chairman or another director
or executive officer designated by the Board of Directors. The presiding officer
shall determine all questions of order or procedure and his rulings shall be
final.
(b) The Secretary of the Corporation, with the assistance of such agents as
may be designated by the secretary, shall make all determinations of the
validity of proxies presented and ballots cast.
(c) In the event that any person or group other than the Board of Directors
hold proxies for more than ten (10) other shareholders, any vote taken with
respect to any contested matter, determined to be such by the presiding officer,
shall be taken in the following manner:
(i) Shareholders wishing to vote in person shall obtain ballots from
the secretary and cast their votes. After a period determined to
be reasonable by the presiding officer, no further voting in
person shall be permitted.
(ii) Thereafter, persons holding proxies shall obtain a ballot from the
secretary which shall be in a form to permit the votes cast with
respect to each appointment of proxy to be identified as such and
shall fill out such ballot, and return it together with the
original appointments of proxies to the Secretary. After a period
determined to be reasonable by the presiding officer, the polls
shall be closed and no further voting on the question shall be
allowed.
(iii) If the number of proxies held by persons or groups other than the
Board of Directors is high, the presiding officer may, after
consultation with the Secretary, adjourn the meeting for up to
seventy-two (72) hours, to permit the counting of the votes;
provided, however, that the presiding officer may, in his
discretion, permit other business, including the casting of other
votes, to be transacted prior to any such adjournment.
ARTICLE II
BOARD OF DIRECTORS
1. Composition of Board of Directors. The corporation shall have a Board of
Directors consisting of active directors, whose qualifications, election,
number, etc. are described and discussed in this Article II and throughout these
Bylaws. Whenever the terms "director" or "Board of Directors" or "Board" are
used herein or in other corporate documents, the terms shall include active
directors only.
2. Qualification and Election of Active Directors.
(a) Directors, other than those serving on the initial Board of Directors
of the Corporation, must be shareholders, not under twenty-five (25) years of
age and not over 72 years of age at the time of the shareholders' meeting at
which they are elected by the shareholders. These age restrictions shall not
apply to any Board member who is exempt from age restrictions for service on the
Board of First National Bank, Orangeburg, South Carolina, pursuant to the 1969
Bank shareholders' resolution. In the event that a director attains age 72
during his or her term of office, he or she shall serve only until the next
shareholders' meeting after his or her 72nd birthday, at which time his or her
successor shall be appointed to serve out the remainder of his or her term. The
terms of the initial Board of Directors elected by the shareholder(s) shall be
set so as to implement staggered terms, i.e. the terms of one-third (or as near
one-third as possible) of the directors shall be one year, the terms of
one-third shall be two years and the terms of one-third shall be three years.
Thereafter, one-third of the directors shall be elected by a majority of the
votes cast at each annual meeting of the shareholders, or by similar vote at any
special meeting called for the purpose, to serve three year terms. Each director
shall hold office until the expiration of the term for which he or
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she is elected, except as stated above, and thereafter until his or her
successor has been elected and qualified. Any vacancy occurring in the Board of
Directors, including vacancies occurring in the Board by reason of removal with
or without cause or increase in membership, shall be filled by appointment by
the remaining directors, and any director so appointed shall serve for the
unexpired term of his or her predecessor or if there is no predecessor until the
next election of the directors of that class.
(b) Nomination of Directors. The Board of Directors shall nominate, upon
recommendation of the executive committee, the Board's nominees for the Board of
Directors to the shareholders. No person shall be a nominee or be eligible to be
a director of the corporation unless that person shall have first been nominated
by a record shareholder of the corporation in writing delivered to the secretary
of the corporation not less than forty-five (45) days prior to the meeting of
shareholders at which directors are to be elected. The written nomination must
state the name of the nominee, the address of the nominee and the number of
shares of stock of the corporation beneficially owned by the nominee, as well as
the name and address of the shareholder making the nomination.
3. Number. The maximum number of active directors is fixed by the Articles
and may be altered only by amendment thereto, but shall never be less than the
number required by law. The Board of Directors may, by a vote of the majority of
the full Board, between annual meetings of the shareholders, increase the
membership of the Board up to the maximum number set out in the Articles and by
like vote appoint qualified persons to fill the vacancies created thereby.
4. Meetings. The annual meeting of the Board of Directors shall be held
immediately after the adjournment of the annual meeting of the shareholders, at
which time the officers of the Corporation shall be elected. The Board may also
designate more frequent intervals for regular meetings. Special meetings may be
called at any time by any one director or any two officers of the Corporation in
addition to those parties entitled to call such meetings under South Carolina
law.
5. Notice of Directors' Meetings. The annual and all regular Board meetings
may be held without notice. Special meetings shall be held with not less than
one hour notice of such meeting to be given to each director, which notice shall
be given on a best efforts basis by those calling the meeting. Notice may be
waived in writing before or after a meeting. If the meeting is one at which
Bylaws are to be altered, repealed, or adopted both waivers and notices must so
state. Notice of a special meeting may be called by the Chairman, the President
or any three (3) Directors. If the notice of the meeting is not given in writing
at least two (2) days prior to the meeting no action shall be taken at the
meeting unless such action is approved by the affirmative vote of a majority of
the entire Board of Directors.
6. Quorum and Vote. The presence of a majority of the directors shall
constitute a quorum for the transaction of business. A meeting may be adjourned
despite the absence of a quorum, and 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. 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 the Articles,
these Bylaws, or by the laws of South Carolina.
7. Appointment of Chairman, Executive and Other Committees.
The Chairman of the Board of Directors of the Corporation shall also serve as an
officer of the Corporation. There shall be a standing committee of the
Corporation appointed by the Board of Directors to be known as the executive
committee consisting of the chairman of the Board, the President and up to six
(6) members of the Board of Directors. Nominations to the executive committee
shall be made to the Board by the chairman. The executive committee may appoint
senior officers to attend all meetings. Each member of the executive committee
shall serve until his successor is appointed. The Chairman shall serve as
chairman of the executive committee. The Board of Directors of the Corporation
may, by resolution adopted by a majority of its members, delegate to the
executive committee the power to exercise all authority of the Board of
Directors in the management of affairs of the corporation and property of the
corporation. The Board of Directors, by resolution adopted by a majority of its
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members, may designate such other committees with designations of authority as
it deems appropriate. Members of such committees shall be nominated by the
Chairman and appointed by the Board of Directors.
8. Powers. In addition to other powers specifically set out herein or that
apply under South Carolina or other applicable law, the Board of Directors shall
have the power to manage and administer the affairs of the Corporation and to do
and perform all lawful acts with respect to the affairs of the Corporation
except those that may be specifically reserved to the share-holders under South
Carolina or other applicable law.
9. Contracts with Interested Directors. No contract or other transaction
between this Corporation and any other corporation shall be affected by the fact
that any director of this Corporation is interested in, or is a director or
officer of, such other corporation, and any director, individually or jointly,
may be a party to, or may be interested in, any contract or transaction of this
Corporation or in which this Corporation is interested; and no contract, or
other transaction, of this Corporation with any person, firm, or corporation,
shall be affected by the fact that any director of this Corporation is a party
to, or is interested in, such contract, act, or transaction, or is in any way
connected with such person, firm, or corporation, and every person who may
become a director of this Corporation is hereby relieved from any liability that
might otherwise exist from contracting with the Corporation for the benefit of
himself or any firm, association, or corporation in which he may be in any way
interested.
10. Special Considerations by Directors. The directors of this Corporation
shall consider all factors they deem relevant in evaluating any proposed tender
offer or exchange offer for the Corporation's stock, any proposed merger or
consolidation of the Corporation with or into another Corporation and any
proposal to purchase or otherwise acquire all of the assets of the Corporation.
The directors shall evaluate whether the proposal is in the best interests of
the Corporation by considering the best interests of the shareholders and other
factors the directors determine to be relevant, including the social, legal and
economic effects on employees, customers and the communities served by the
Corporation and its subsidiary or subsidiaries. The directors shall evaluate the
consideration being offered to the shareholders in relation to the then current
market value of the Corporation, the then current market value of shares of the
Corporation in a freely negotiated transaction, and the directors' estimate of
the future value of shares of the Corporation as an independent entity.
11. Election of Directors to Subsidiaries of the Corporation.
The Board of Directors of the corporation shall elect, upon nomination by the
executive committee, Directors of all wholly owned subsidiary corporations of
the corporation.
ARTICLE III
OFFICERS
1. Number. The Corporation shall have a President, a Chairman of the Board,
one or more Vice Presidents, a Secretary, a Treasurer, and such other officers
as the Board of Directors shall from time to time deem necessary. Any two or
more offices may be held by the same person. The President of the Corporation
shall be its Chief Executive Officer and shall serve as an ex-officio member of
all committees.
2. Election and Term. The officers shall be elected by the Board at its
annual meeting. Each officer shall serve until the expiration of the term for
which he is elected, and thereafter until his successor has been elected and
qualified.
3. Duties. All officers shall have such authority and perform such duties
in the management of the Corporation as are normally incident to their offices
and as the Board of Directors may from time to time provide.
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ARTICLE IV
RESIGNATIONS, REMOVALS AND VACANCIES
1. Resignations. Any officer or director may resign at any time by giving
written notice to the Chairman of the Board of Directors, the President, or the
Secretary. Any such resignation shall take effect at the time specified therein,
or, if no time is specified, then upon its acceptance by the Board of Directors.
2. Vacancies. Newly created directorships resulting from an increase in the
number of directors, and vacancies occurring in any office or directorship for
any reason, including removal of an officer or director with or without cause,
may be filled by the vote of a majority of the directors then in office, even if
less than a quorum exists.
ARTICLE V
CAPITAL STOCK
1. Stock Certificates. Every shareholder shall be entitled to a certificate
or certificates of capital stock of the Corporation in such form as may be
prescribed by the Board of Directors. Unless otherwise decided by the Board of
Directors, such certificates shall be signed by the President or a Vice
President and the Secretary or Assistant Secretary of the Corporation.
2. Transfer of Shares. Any share or shares of stock may be
transferred on the books of the Corporation by delivery and surrender of the
properly assigned certificate, but subject to any restrictions on transfer
imposed by either the applicable securities laws or any shareholder agreement.
3. Loss of Certificates. In the case of the loss, mutilation, or
destruction of a certificate of stock, a duplicate certificate may be issued
upon such terms as the Board of Directors shall prescribe.
ARTICLE VI
ACTION BY CONSENT
Shareholders may act without a meeting on written consent, setting forth
the action so taken, signed by the holders of all outstanding shares entitled to
vote thereon or their attorneys-in-fact or proxy holders. Such consent shall be
filed with the Secretary as part of the corporate records.
Directors or any executive or other committee can act without a meeting on
action taken by a majority thereof, or by a much larger vote as the Articles or
Bylaws require, if all directors or committee members execute, before or after
the action taken, a written consent thereto and the consent is filed in the
records of the Corporation. Action which is permitted to be taken only when
authorized at a meeting of the Board or committee, can be taken without a
meeting, if before or after the action, all Board or committee members consent
thereto in writing and the consent is filed in the minute book of the Board or
committee. Such consent shall have the same effect as a vote of the Board for
all purposes.
ARTICLE VII
INDEMNIFICATION
1. Authority to Indemnify.
(a) The corporation may advance expenses to and indemnify
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the persons set forth in subsection (b) below against liability to the full
extent and in the manner permitted or required by the South Carolina Business
Corporation Act of 1988 (the Act). The words "director", "expenses" and
"liability" as used herein shall have the meanings ascribed to them in the Act.
(b) The following persons may be indemnified:
(i) any person or former director, officer, agent, or employee of the
corporation (or any corporation which was merged into or acquired by
the corporation) or
(ii) any of the foregoing who is or was serving at the request of the
corporation (or any corporation which was merged into or acquired by
the corporation) as director, officer, partner, trustee, employee or
agent of another foreign or domestic corporation, partnership, joint
venture, trust, employee benefit plan or other enterprise, who by
reason of the fact that he is or was acting in a capacity set forth in
(i) or (ii) of this subsection (b), is made a party to any threatened,
pending or completed proceeding, whether civil, criminal,
administrative or investigative.
2. Insurance. The corporation may purchase and maintain insurance on behalf
of any person who is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation as a
director, officer, partner, trustee, employee or agent of another corporation,
partnership, joint venture, trust, employee benefit plan or other enterprise
against any liability asserted against him or incurred by him in such capacity,
or arising out of his status as such, whether or not the corporation would have
the power to indemnify him against such liability under this Article VII.
ARTICLE VIII
AMENDMENT OF BYLAWS
These bylaws may be amended, added to, or repealed either by: (1) the
affirmative vote of the holders of eighty percent (80%) of the shares entitled
to vote, or (2) a majority vote of the entire Board of Directors.
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