EXHIBIT B
AMENDED AND RESTATED BYLAWS
OF
FIRST NATIONAL OF NEBRASKA, INC.
[OMAHA, NEBRASKA]
ARTICLE I - SHAREHOLDERS
Section 1. Annual Meetings. The annual meeting of the shareholders of the
corporation shall be held on such day during the first 180 days of the calendar
year as the Board of Directors may determine.
Section 2. Special Meetings. Special meetings of the shareholders may be
called at any time by the Board of Directors, the Chairman of the Board, or the
Chairman of the Executive Committee, and shall be called upon the request of
shareholders holding at least one-tenth of the outstanding stock.
Section 3. Place of Meetings. Each annual and special meeting of the
shareholders shall be held at the principal office of the corporation, or at
such other place as shall be designated by the Board of Directors or the
Executive Committee.
Section 4. Notice of Meetings. Written or printed notice stating the place,
day and hour of meeting and, in case of [a] special meeting, the purpose or
purposes for which the meeting is called, shall be mailed by the Secretary or an
Assistant Secretary not less than thirty nor more than [fifty] sixty days before
the date of the meeting, to each shareholder of record, addressed to him at his
address as it appears on the stock records of the corporation. Such notice shall
be sent, [and, if to an address outside the state of Nebraska, by Federal
Express, Western Union, UPS, or other similar expedited delivery service.] by
mail, postage prepaid, to each shareholder's address as shown in the
corporation's current records.
Section 5. Proxies. At all meetings of shareholders, a shareholder may vote
by proxy executed in writing by the shareholder and filed with the Secretary of
the corporation, bearing date within eleven months prior to the meeting unless a
longer period is provided therein and is permitted by law. A proxy shall be
revocable, if [so] not provided [therein] otherwise, by written notice of the
revocation delivered by the shareholder to the Secretary of the corporation.
Section 6. Quorum. A majority of the outstanding shares of the corporation,
appearing in person or represented by proxy, shall constitute a quorum at a
meeting of shareholders.
Section 7. Voting. [Subject to the provisions of Section 3 Article V
hereof] Except as otherwise provided in the Articles of Incorporation, in all
voting by shareholders each shareholder shall be entitled
[to] one vote for each share of stock standing in the name of such shareholder
on the stock records of the corporation; however, only those whose names appear
as shareholders on the stock records of the corporation, or their proxies or
legal representatives, shall be entitled to vote or to participate in any
meeting of shareholders. [A] Except as otherwise provided in the Articles of
Incorporation, these By-Laws or by law, a majority of the votes cast shall
decide any question that may come before the meeting. [,except as otherwise
provided by law or by these By Laws]
ARTICLE II - DIRECTORS
Section 1. Membership. Subject to the rights of the shareholders to revise
the number of directors, beginning on the date hereof there shall be eight and
only eight members of the Board of Directors, and thereafter the number of
members of the Board of Directors shall be fixed by Board of Directors
resolution. The Board of Directors shall be divided by the directors into three
classes, designated Classes I, II and III, which shall be as nearly equal in
number as possible. Directors of Class I shall be elected to hold office for a
term expiring at the annual meeting of shareholders to be held in 1998,
directors of Class II shall be elected to hold office for a term expiring at the
annual meeting of shareholders to be held in 1999 and directors of Class III
shall be elected to hold office for a term expiring at the annual meeting of
shareholders to be held in 2000. At each succeeding annual meeting of
shareholders following such initial classification and election, the respective
successors of each class shall be elected for three-year terms. The shareholders
of the corporation may remove any director or the entire Board of Directors.
The Executive Committee shall nominate persons for election to the Board of
Directors. Shareholders may also nominate persons for election to the Board of
Directors. All Shareholders must be sent notice, pursuant to Section 4 Article I
of these By-Laws, of all nominations for election to the Board of
Directors.
[Members of the Board of Directors shall be elected annually by vote of the
shareholders at the annual meeting, and shall hold office until the next annual
meeting and until their successors are elected and qualified. Any vacancy in the
Board of Directors, however caused, may be filled for the unexpired term by the
remaining directors at any lawful meeting.]
[There shall be three and only three members of the Board of Directors, but the
shareholders, at the annual meeting or at any special meeting called for that
purpose, may change the number of directors by amendment of the By-Laws;
provided, however, that each shareholder shall have received notice pursuant to
Section 4 Article I of these By-Laws of the intent to change the number of
Directors.]
Section 2. General Powers. The business and property of the corporation
shall be managed by the Board of Directors and they shall and may exercise all
powers of the corporation except as limited by law and elsewhere by these By-
Laws. They shall have power to make all necessary rules and regulations for
their government and for the regulation of the business of the corporation which
are not
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inconsistent with the Articles of Incorporation and these By-Laws, and shall
have general management and control of the corporation.
The Board of Directors shall appoint [any] an Executive Committee as provided in
Article III of these By-Laws, which shall be a standing committee, and which
shall have the powers and authority set forth in Article III and IV of these By-
Laws.
Section 3. Regular Meetings. A regular meeting of the Board of Directors
shall be held, [upon notice as provided below in Section 5 of this Article II]
without other notice than this By-Law, immediately after and at the same place
as the annual meeting of the shareholders. The Board of Directors may provide,
by resolution, the date and place of the holding of additional regular meetings.
The Secretary shall give each director written notice of such [regularly
scheduled] regular meetings at least ten (10) days prior to each such meeting in
the manner specified below in Section 5 of this Article II.
Section 4. Special Meetings. Special meetings of the Board of Directors may
be called by the Executive Committee, the Chairman of the Board of Directors,
the Chairman of the Executive Committee, or upon request of a majority of the
Board, and may be held at such time and place as may be specified in the notice
thereof.
Section 5. Notice of Special Meetings. Notice of each special meeting of
the Board of Directors, stating the time and place where the meeting is to be
held, shall be given by the Secretary or an Assistant Secretary by mailing the
same to each director at his residence or business address not less than [thirty
(30) days nor more than fifty (50)] two (2) days before such meeting.
Any and all requirements for call and notice of special meetings may be
dispensed with if all directors are present at the meeting or if those not
present at the meeting shall at any time waive or have waived notice thereof.
Any director may waive notice of any special meeting, and 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.
Such notice shall be [sent, if to an address within the State of Nebraska, by
certified mail, return receipt requested, and, if to an address outside the
State of Nebraska, by Federal Express, Western Union, UPS, or other similar
expedited delivery service.] in writing and shall be delivered in person, by
mail or private carrier, or by telegraph, teletype or other form of wire or
wireless communication.
Section 6. Quorum and Manner of Acting. A majority of the number of
directors in office shall constitute a quorum for the transaction of business at
any meeting of the Board of Directors. Except as otherwise required by law, the
act of a majority of the directors present at a meeting at which a quorum is
present shall be the act of the Board of Directors. [At any meeting which fewer
than all of the Directors are present, the Secretary shall send to any absent
director, in the manner specified for]
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[notices pursuant to Section 5 of this Article II, a copy of the minutes of such
meeting. No action (other than the declaration of dividends which are in an
amount customary and ordinary for the corporation approximately 15% of earnings)
which is adopted at a meeting at which fewer than all the directors are present
shall be implemented until such action is ratified by the absent director.] Any
action permitted or required to be taken at a meeting of the Board of Directors
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. Such consent shall have the
same effect as a unanimous vote. The consent may be executed by the directors in
counterparts. Further, members of the Board of Directors may participate in a
meeting of the Board by means of a conference telephone or similar
communications equipment by which all persons participating in the meeting can
hear each other at the same time. Participation by such means shall constitute
presence in person at a meeting.
Section 7. Compensation. The directors shall receive such fees and
expenses for attendance at meetings of the Board as may be determined by the
Board of Directors.
ARTICLE III - COMMITTEES
Section 1. Executive Committee - Composition. The Board of Directors shall
appoint from those of its members [recommended by the shareholders] an Executive
Committee consisting of not less than two nor more than five members, which
shall constitute a standing committee to serve until the next annual meeting of
the Board of Directors and until their successors are designated. The Executive
Committee shall designate one of its members as the Chairman of that Committee.
The Board of Directors may remove any member of the Executive Committee. Any
vacancy on the Executive Committee, however caused, may be filled for the
unexpired term by the [remaining members of the Committee] Board of Directors at
any lawful meeting.
Section 2. Executive Committee - Meetings. A regular meeting of the
Executive Committee shall be held, without other notice than this By-Law,
immediately after and at the same place as the annual meeting of the Board of
Directors. Other meetings of the Executive Committee shall be held at such times
and places as may be determined by its Chairman or as may be agreed upon by
members of the Executive Committee. A quorum at any meeting of the Executive
Committee shall consist of [all] a majority of the committee, and any action
taken by the committee shall require the [assent] vote of [all] a majority of
the members who are present. Notice of meetings shall be given, may be dispensed
with, and may be waived, in the same manner as provided in Section 5 of Article
[III] II for special meetings of the Board of Directors. Any action required to
be taken at a meeting of the Executive Committee may be taken without a meeting
if a consent in writing setting forth the action so taken shall be signed by all
of the members of the committee. Such consent shall have the same effect as a
unanimous vote. The consent may be executed by the members in counterparts.
Further, [Members] members of the Board of Directors may participate in a
meeting of the committee by means of a conference telephone or similar
communications equipment by which all persons participating in the meeting can
hear each other at the same time. Participation by such means shall constitute
presence in person at a meeting.
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Section 3. Executive Committee - Powers and Authority. At all times when
the Board of Directors is not in session, and to the full extent permitted by
law, the Executive Committee shall have and may exercise all the authority of
the Board of Directors in the management of the business and affairs of the
corporation and may do all things, including actions specified by these By-Laws
to be performed by the Board of Directors, in the same manner and with the same
authority and effect as if such acts had been performed by the whole Board of
Directors.
Any action taken by the Executive Committee, to the full extent permitted by
law, shall be deemed to be action taken by the Board of Directors and shall be
binding on the corporation.
Section 4. Executive [Committee - Powers] Committee--Powers and Authority
Continued. The powers and authority of the Executive Committee shall include
general supervision of all the business affairs of the corporation. The powers
and authority of the Executive Committee shall also include full power and
authority to designate the person or persons to attend, act and vote on behalf
of the corporation at any meeting of security holders of any other corporation
in which this corporation may hold securities. At such meeting, the person or
persons so designated shall possess and may exercise any and all rights and
powers incident to the ownership of such securities which the corporation might
have possessed and exercised if it had been present.
Section 5. Other Committees. There shall be such other committees,
consisting of directors, officers and employees of the corporation, as the Board
of Directors [or the Executive Committee] may designate from time to time.
Section 6. Compensation. Members of committees shall receive such fees and
expenses for attendance at committee meetings as may be determined by the Board
of Directors or Executive Committee.
ARTICLE IV - OFFICERS
Section 1. Number. The officers of the corporation shall be a Chairman of
the [Executive Committee, a Chairman of the] Board of Directors, a President,
[and determine, a Secretary/Treasurer] one or more Vice Presidents, if and as
determined by the Board of Directors, a Secretary and a Treasurer. Any two or
more of said offices may be held by one person at the same time [,except that
the President may not also be the Secretary].
Section 2. Election and Tenure. The officers of the corporation shall be
appointed by the Board of Directors at its first regular meeting held after each
annual meeting of the shareholders, or if for any reason officers are not
appointed at such meeting, at a special meeting called for that purpose, and
shall hold office until their successors are appointed and qualified.
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Section 3. Duties of Officers. The Executive Committee shall, from time to
time, in its discretion, designate and prescribe the scope of authority and the
duties incident to each office.
Section 4. Salaries. The salaries of the officers shall be fixed from time
to time by the Executive Committee. No officer shall be prevented from receiving
such salary by reason of the fact that he is also a director of the corporation
or a member of the Executive Committee.
Section 5. Assistant Officers. The Executive Committee may appoint such
assistant officers, from time to time, as it deems appropriate, and may fix
their compensation and the scope of their authority.
ARTICLE V - CAPITAL STOCK
Section 1. Form of Certificates. All certificates of stock shall be in such
form as may be prescribed by the Board of Directors, shall be signed [by the
Chairman of the Executive Committee or the President and by the Secretary] on
behalf of the corporation as required by law and shall be sealed with the
corporation's seal; provided, however, that if the certificate is countersigned
by a transfer agent or any assistant transfer agent, or is registered by a
registrar other than the corporation itself or an employee of the corporation,
such certificates may be signed with the facsimile signatures of the officers
authorized to execute such certificates and may be sealed with a facsimile of
the seal of the corporation. All certificates shall be consecutively numbered or
otherwise identified.
Section 2. Stock Record. The name and address of the person to whom
certificates representing shares of the capital stock are issued, with the
certificate number, number of shares and date of issue, shall be entered on the
stock transfer records 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 or canceled, except that in case of a lost, destroyed or mutilated
certificate, a new certificate may be issued in lieu thereof upon such terms and
indemnity to the corporation as the Board of Directors may prescribe.
Section 3. Transfer of Stock. Transfer of shares of the corporation shall
be made only on the stock transfer records 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 corporation, and on surrender for
cancellation of the certificate for such shares. The person in whose name shares
stand on the stock records of the corporation shall be deemed by the corporation
to be the owner thereof for all purposes, unless the corporation establishes a
procedure by which the beneficial owner of shares that are registered in the
name of a nominee is recognized by the corporation as the owner.
For the purpose of determining shareholders entitled to notice of or to vote at
any meeting of shareholders or any adjournment thereof, or entitled to receive
payment of any dividend, or in order to
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make a determination of shareholders for any other proper purpose, [the Board of
Directors may provide that the stock transfer records shall be closed for a
stated period but not to exceed, in any case, fifty days. If the stock transfer
records 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 records,] 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] seventy 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 taken.
If [the stock transfer books are not closed and] no record date is fixed for the
determination of shareholders entitled to notice of or to vote at a meeting of
the 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 as 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.
ARTICLE VI - AMENDMENTS
Section 1. Amendment by Stockholders. These By-Laws may be added to,
amended or repealed, by the majority vote of the entire outstanding stock of the
corporation at any regular meeting of the shareholders, or at any special
meeting if such proposed action has been announced in the call and notice of
such special meeting.
Section 2. Amendment by Board of Directors. Subject to the right of the
shareholders to adopt, amend or repeal the By-Laws, the Board of Directors shall
have the power to adopt new or additional By-Laws, including emergency By-Laws,
and to amend or repeal any existing By-Laws [other than Sections 1 or 2 of
Article II, Sections 1, 2, 3 or 4 of Article III, or Article IV,] by an
affirmative vote of a majority of all directors then holding office, provided
that notice of the proposal to adopt, amend or repeal the By-Laws is given to
the Board of Directors not less than [thirty (30) nor more that fifty (50)]
ten (10) days prior to the meeting, or, at any time, [a waiver of such notice is
signed by all directors then holding office; and provided, further, that if
fewer than all directors are present at such meeting, the action shall be
ratified by the absent director in the manner specified in Section 6 of Article
II] by written consent.
ARTICLE VII - INDEMNIFICATION
Section 1. The corporation shall 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, other than an action by or in the right of the corporation, by
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reason of the fact that he or she is or was a director or officer of the
corporation or is or was serving at the request of the corporation as a director
or officer of another corporation, partnership, joint venture, trust, or other
enterprise against expenses, including attorneys' fees, judgments, fines and
amounts paid in settlement actually and reasonably incurred by him or her in
connection with such action, suit, or proceeding if he or she acted in good
faith and in a manner he or she reasonably believed to be in or not opposed to
the best interests of the corporation, and, with respect to any criminal action
or proceeding, had no reasonable cause to believe his or her conduct was
unlawful; provided, however, in no event shall the corporation indemnify such
person against expenses, penalties, or other payments incurred in an
administrative proceeding or action instituted by an appropriate regulatory
agency having jurisdiction over national bank holding companies which proceeding
or action results in a final order assessing civil money penalties or requiring
affirmative action by such person in the form of payments to the corporation.
The termination of any action, suit, or proceeding by judgment, order,
settlement, conviction or upon a plea of nolo contendere or its equivalent shall
not, of itself, create a presumption that the person did not act in good faith
and in a manner which he or she reasonably believed to be in or not opposed to
the best interests of the corporation and, with respect to any criminal action
or proceeding, had reasonable cause to believe that his or her conduct was
unlawful.
Section 2. The corporation shall indemnify any person who was or is a party
or is threatened to be made a party to any threatened, pending, or completed
action or suit by or in the right of the corporation to procure a judgment in
its favor by reason of the fact that he or she is or was a director or officer
of the corporation or is or was serving at the request of the corporation as a
director or officer of another corporation, partnership, joint venture, trust,
or other enterprise against expenses, including attorneys' fees, actually and
reasonably incurred by him or her in connection with the defense or settlement
of such action or suit if he or she acted in good faith and in a manner he or
she reasonably believed to be in or not opposed to the best interests of the
corporation, except that no indemnification shall be made in respect of any
claim, issue, or matter as to which such person shall have been adjudged to be
liable for any negligence or misconduct in the performance of his or her duty to
the corporation unless and only to the extent that the court in which such
action or suit was brought shall determine upon application that despite the
adjudication of liability but in view of all circumstances of the case, such
person is fairly and reasonably entitled to indemnity for such expenses which
such court shall deem proper.
Section 3. Any indemnification under Section 1 and 2 of this Article, unless
ordered by a court, shall be made by the corporation only as authorized in the
specific case upon a determination that indemnification of the director or
officer is proper in the circumstances because he or she has met the applicable
standard of conduct set forth in Section 1 and 2 of this Article. Such
determination shall be made by the Board of Directors by a majority vote of a
quorum consisting of directors who were not parties to such action, suit, or
proceeding, or if such a quorum is not obtainable, or, even if obtainable a
quorum of disinterested directors so directs, by independent legal counsel in a
written opinion, or by the shareholders of the corporation.
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Section 4. Expenses incurred in defending a civil or criminal action, suit,
or proceeding may be paid by the corporation in advance of the final disposition
of such action, suit, or proceeding as authorized in the manner provided in
Section 3 of this Article upon receipt of an undertaking by or on behalf of the
director or officer to repay such amount unless it shall ultimately be
determined that he or she is entitled to be indemnified by the corporation at
authorized in this Article.
Section 5. Nothing contained in this Article shall limit the corporation's
ability to reimburse expenses incurred by a director or officer of the
corporation in connection with his or her appearance as a witness in a
proceeding at a time when he or she has not been made a named defendant or
respondent in the proceeding.
Section 6. Any indemnification of a director in accordance with this
Article, including any payment or reimbursement of expenses, shall be reported
in writing to the shareholders of the corporation with the notice of the next
shareholders' meeting or prior to such meeting.
Section 7. The corporation may purchase and maintain insurance on behalf of
any person who is or was a director or officer of the corporation or is or was
serving at the request of the corporation as a director or officer of another
corporation, partnership, joint venture, trust, or other enterprise against any
liability asserted against him or her and incurred by him or her in any such
capacity or arising out of his or her status as such, whether or not the
corporation would have the power to indemnify him or her against such liability
under the provisions of this Article; provided, however, any such insurance
shall exclude coverage for a formal order assessing civil money penalties or
requiring affirmative action by such person in the form of payments to the
corporation.
Section 8. The indemnification provided by this Article VII (i) shall not be
deemed to be exclusive of but shall be in addition to any other rights to which
a person seeking indemnification hereunder may be entitled under any statute,
law or agreement, or under any By-Law or resolution adopted by the board of
directors or shareholders of the corporation, or otherwise, (ii) shall continue
as a person who has ceased to be such director or officer and (iii) shall inure
to the benefit of the heirs, legal representatives, and assigns of such person.
It is the intention of the corporation to indemnify every director and officer
of the corporation for liability to any person for any action taken or any
failure to take any action, as a director or officer to the fullest extent
permitted by law.
RESTATED to reflect amendments through [May 27, 1992] June 18, 1997.
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