BYLAWS
FIRST FEDERAL SAVINGS AND LOAN
ASSOCIATION OF ALLEN PARISH
1. ANNUAL MEETING OF MEMBERS. The annual meeting of the members of the
association for the election of directors and for the transaction of any other
business of the association shall be held, as designated by the board of
directors, at a location within the state that constitutes the principal place
of business of the association at 11:45 a.m. on the third Wednesday of January
of each year, if not a legal holiday, or if a legal holiday, on the next
succeeding day not a legal holiday. The annual meeting may be held at such
other times on such day or at such other place in the same state as the board of
directors may determine. At each annual meeting, the officers shall make a full
report of the financial condition of the association and of its progress for the
preceding year and shall outline a program for the succeeding year.
2. SPECIAL MEETINGS OF MEMBERS. Special meetings of the members of the
association may be called at any time by the president or the board of directors
and shall be called by the president, a vice president, or the secretary upon
the written request of members of record, holding in the aggregate at least one-
tenth of the capital of the association. Such written request shall state the
purpose of the meeting and shall be delivered at the principal place of business
of the association addressed to the president. Annual and special meetings
shall be conducted in accordance with the most current edition of Robert's Rules
of Order.
3. NOTICE OF MEETING OF MEMBERS.
(a) Notice of each annual meeting shall be either published once a
week for the two successive calendar weeks (in each instance on any day of the
week) immediately prior to the week in which such annual meeting shall convene,
in a newspaper printed in the English language and of general circulation in the
city or county in which the principal place of business of the association is
located, or mailed postage prepaid at least 15 days and not more than 45 days
prior to the date on which such annual meeting shall convene, to each of its
members of record at the last address appearing on the books of the association.
Such notice shall state the name of the association, the place of the annual
meeting, the date and time when it shall convene, and the matters to be
considered. A similar notice shall be posted in a conspicuous place in each of
the offices of the association during the 14 days immediately preceding the date
on which such annual meeting shall convene. If any member, in person or by
authorized attorney, shall waive in writing notice of any annual meeting of
members, notice thereof need not be given to such member.
(b) Notice of each special meeting shall be either published once a
week for the two consecutive calendar weeks (in each instance on any day of the
week) immediately prior to the week in which such special meeting shall convene,
in a newspaper printed in the English language and of general circulation in the
city or county in which the principal place of business of the association is
located, or mailed postage prepaid at least 15 days and not more than 45 days
prior to the date on which such special meeting shall convene to each of its
members of record
at the member's last address appearing on the books of the association. Such
notice shall state the name of the association, the purpose(s) for which the
meeting is called, the place of the special meeting and the date and time when
it shall convene. A similar notice shall be posted in a conspicuous place in
each of the offices of the association during the 14 days immediately preceding
the date on which such special meeting shall convene. If any member, in person
or by authorized attorney, shall waive in writing notice of any special meeting
of members, notice thereof need not be given to such member.
4. FIXING OF RECORD DATE. For the purpose of determining members entitled
to notice of or to vote at any meeting of members or any adjournment thereof, or
in order to make a determination of members for any other proper purpose, the
board of directors shall fix in advance a record date for any such determination
of members. Such date shall be not more than 60 days nor fewer than 10 days
prior to the date on which the action, requiring such determination of members,
is to be taken. The member entitled to participate in any such action shall be
the member of record on the books of the association on such record date. The
number of votes which each member shall be entitled to cast at any meeting of
the members shall be determined from the books of the association as of such
record date. Any member of such record date who ceases to be a member prior to
such meeting shall not be entitled to vote at that meeting.
5. VOTING BY PROXY. Voting at any annual or special meeting of the
members may be by proxy pursuant to the rules and regulations of the Office,
provided, that no proxies shall be voted at any meeting unless such proxies
shall have been placed on file with the secretary of the association, for
verification, prior to the convening of such meeting. All proxies with a term
greater than eleven months or solicited at the expense of the association must
run to the board of directors as a whole, or to a committee appointed by a
majority of such board.
6. COMMUNICATION BETWEEN MEMBERS. Communication between members shall be
subject to any applicable rules or regulations of the Office.
7. NUMBER OF DIRECTORS. The number of directors of the association shall
be six.
8. MEETINGS OF THE BOARD. The board of directors shall meet regularly
without notice at the principal place of business of the association at least
once each month at an hour and date fixed by resolution of the board, provided
that the place of meeting may be changed by the directors. Special meetings of
the board may be held at any place specified in a notice of such meeting and
shall be called by the secretary upon the written request of the chairman or of
three directors. All special meetings shall be held upon at least 24 hours
written notice to each director unless notice is waived in writing before or
after such meeting. Such notice shall state the place, date, time, and purposes
of such meeting. A majority of the authorized directors shall constitute a
quorum for the transaction of business. The act of a majority of the directors
present at any meeting at which there is a quorum shall be the act of the board.
Action may be taken without a meeting if unanimous written consent is obtained
for such action. The board may also permit telephonic participation at
meetings. The meetings shall be under the direction of a chairman,
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appointed annually by the board, or in the absence of the chairman, the meetings
shall be under the direction of the president.
9. OFFICERS, EMPLOYEES, AND AGENTS. Annually at the meeting of the board
of directors of the association next following the annual meeting of the members
of the association, the board shall elect a president, one or more vice
presidents, a secretary, and a treasurer: Provided, that the offices of
president and secretary may not be held by the same person and a vice president
may also be the treasurer. The board may appoint such additional officers,
employees, and agents as it may from time to time determine. The term of office
of all officers shall be one year or until their respective successors are
elected and qualified; but any officer may be removed at any time by the board.
In the absence of designation from time to time of powers and duties by the
board, the officers shall have such powers and duties as generally pertain to
their respective offices.
Any indemnification by the association of the association's personnel is
subject to any applicable rules or regulations of the Office.
10. RESIGNATION OR REMOVAL OF DIRECTORS. Any director may resign at any
time by sending a written notice of such resignation to the office of the
association delivered to the secretary. Unless otherwise specified therein such
resignation shall take effect upon receipt by the secretary. More than three
consecutive absences from regular meetings of the board, unless excused by
resolution of the board, shall automatically constitute a resignation, effective
when such resignation is accepted by the board.
At a meeting of members called expressly for that purpose, directors or the
entire board may be removed, only with cause, by a vote of the holders of a
majority of the shares then entitled to vote at an election of directors.
11. POWERS OF THE BOARD. The board of directors shall have the power:
(a) By resolution, to appoint from among its members and remove an
executive committee, which committee shall have and may exercise the powers of
the board between the meetings of the board, but no such committee shall have
the authority of the board to amend the charter or bylaws, adopt a plan of
merger, consolidation, dissolution, or provide for the disposition of all or
substantially all the property and assets of the association. Such committee
shall not operate to relieve the board, or any member thereof, of any
responsibility imposed by law;
(b) To appoint and remove by resolution the members of such other
committees as may be deemed necessary and prescribe the duties thereof;
(c) To fix the compensation of directors, officers, and employees;
and to remove any officer or employee at any time with or without cause;
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(d) To extend leniency and indulgence to borrowing members who are in
distress and generally to compromise and settle any debts and claims;
(e) To limit payments on capital which may be accepted;
(f) To reject any application for an account or membership; and
(g) To exercise any and all of the powers of the association not
expressly reserved by the charter to the members.
12. EXECUTION OF INSTRUMENTS, GENERALLY. All documents and instruments or
writings of any nature shall be signed, executed, verified, and delivered by
such officers, agents, or employees of the association or any one of them and in
such manner as from time to time may be determined by resolution of the board.
All notes, drafts, acceptances, checks, endorsements, and all evidences of
indebtedness of the association whatsoever shall be signed by such officer or
officers or such agent or agents of the association and in such manner as the
board may from time to time determine. Endorsements for deposit to the credit
of the association in any of its duly authorized depositaries shall be made in
such manner as the board may from time to time determine. Proxies to vote with
respect to shares or accounts of other associations or stock of other
corporations owned by, or standing in the name of, the association may be
executed and delivered from time to time on behalf of the association by the
president or a vice president and the secretary or an assistant secretary of the
association or by any other persons so authorized by the board.
13. NOMINATING COMMITTEE. The chairman, at least 30 days prior to the
date of each annual meeting, shall appoint a nominating committee of three
persons who are members of the association. Such committee shall make
nominations for directors in writing and deliver to the secretary such written
nominations at least 15 days prior to the date of the annual meeting, which
nominations shall then be posted in a prominent place in the principal place of
business for the 15-day period prior to the date of the annual meeting.
Provided such committee is appointed and makes such nominations, no nominations
for directors except those made by the nominating committee shall be voted upon
at the annual meeting unless other nominations by members are made in writing
and delivered to the secretary of the association at least 10 days prior to the
date of the annual meeting, which nominations shall then be posted in a
prominent place in the principal place of business for the 10-day period prior
to the date of the annual meeting. Ballots bearing the names of all persons
nominated by the nominating committee and by other members prior to the annual
meeting shall be provided for use by the members at the annual meeting. If at
any time the chairman shall fail to appoint such nominating committee, or the
nominating committee shall fail or refuse to act at least 15 days prior to the
annual meeting, nominations for directors may be made at the annual meeting by
any member and shall be voted upon.
14. NEW BUSINESS. Any new business to be taken up at the annual meeting,
including any proposal to increase or decrease the number of directors of the
association, shall be stated in
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writing and filed with the secretary of the association at least 30 days before
the date of the annual meeting, and all business so stated, proposed, and filed
shall be considered at the annual meeting; but no other proposal shall be acted
upon at the annual meeting. Any member may make any other proposal at the annual
meeting and the same may be discussed and considered; but unless stated in
writing and filed with the secretary 30 days before the meeting, such proposal
shall be laid over, for action at an adjourned, special, or regular meeting of
the members taking place at least 30 days thereafter. This provision shall not
prevent the consideration and approval or disapproval at the annual meeting of
the reports of officers and committees, but in connection with such reports no
new business shall be acted upon at such annual meeting unless stated and filed
as herein provided.
15. SEAL. The seal shall be two concentric circles between which shall be
the name of the association. The year of incorporation, the word
"incorporated," or an emblem may appear in the center.
16. AMENDMENT. Adoption of any bylaw amendment pursuant to (S)544.5 of
the Office's regulations, as long as consistent with applicable law, rules and
regulations, and which adequately addresses the subject and purpose of the
stated bylaw section, shall be effective upon filing with the Office in
accordance with the regulatory procedures after such amendment has been approved
by a two-thirds affirmative vote of the authorized board, or by a vote of the
members of the association.
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