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Exhibit 3(c)
Adopted as of January 31, 1996
AMENDED BYLAWS
OF
BOATMEN'S BANCSHARES, INC.
ARTICLE I
Offices
The general offices of the Corporation shall be in the City
of St. Louis, State of Missouri, unless the Board of Directors
shall otherwise determine. The Corporation may also have other
offices, both within and without the State of Missouri.
ARTICLE II
Shareholders Meetings
Section 1. Annual Meeting. The annual meeting of the
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shareholders of the Corporation for the election of Directors and
for the transaction of such other business as may properly come
before the meeting shall be held on the fourth Tuesday in April,
in each year, if not a legal holiday, and if a legal holiday,
then on the next succeeding business day. The annual meeting of
shareholders shall be held at the general offices of the
Corporation in St. Louis, Missouri, and shall be convened at ten
o'clock A.M. unless the Board of Directors shall specify a
different place or time at which the meeting shall be convened.
Section 2. Special Meetings. Special meetings of the
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shareholders may be called by the Chairman of the Board or the
President or by resolution of the Board of Directors whenever
deemed necessary. The business transacted at any special meeting
of the shareholders shall be confined to the purpose or purposes
specified in the notice therefor and to matters germane thereto.
Section 3. Notice. Notice of each meeting of the share-
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holders stating the place, the date and the hour of the meeting
and, in the case of a special meeting, the purpose or purposes
for which the meeting is called shall be mailed or caused to be
mailed not less than ten (10) days nor more than fifty (50) days
before the date of the meeting by or at the direction of the
Secretary (otherwise as permitted by law) to each shareholder of
record entitled to vote at such meeting at his address as it
appears on the records of the Corporation. Notice may be waived
by a writing signed by the shareholder, or by his duly authorized
attorney, either before or after the time of such meeting, and
the presence of any shareholder in person or by proxy at any
meeting shall constitute a waiver of notice of such meeting
except where a shareholder attends a meeting for
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the express purpose of objecting, at the beginning of the meeting, to the
transaction of any business because the meeting is not lawfully called or
convened. In order for any nomination for Director to be entertained at any
meeting or for any business to be transacted at any annual meeting of the
shareholders, other than nominations or business made or proposed by or at the
direction of the Board of Directors, notice thereof must be received from
the nominating or proposing shareholder by the Secretary of the Corporation,
accompanied or promptly followed by such supporting information as he shall
reasonably request, not less than seventy-five (75) days prior to the date of
any annual meeting or more than seven (7) days after the mailing of notice of
any special meeting.
Section 4. Quorum. A majority of the outstanding shares
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entitled to vote at a meeting represented in person or by proxy
shall constitute a quorum at a meeting of the shareholders.
Every decision of a majority of the shares present, in person or
by proxy, entitled to vote, provided a quorum is present, shall
be valid as a corporate act unless by reason of the particular
nature of such action a different vote is required by law or by
the Articles of Incorporation of the Corporation.
Section 5. Adjournment. Any meeting of shareholders may
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adjourn from time to time until its business is completed. In
the absence of a quorum, a majority of the shares represented, in
person or by proxy, shall have the right successively to adjourn
the meeting to a specified date not more than ninety (90) days
after such adjournment. Any business which may have been transacted
at the meeting at which the adjournment is taken may be transacted at the
adjourned meeting. No notice need be given of an adjourned meeting if the
time and place thereof are announced at the meeting at which the adjournment
is taken.
Section 6. Voting. At all meetings of the shareholders,
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subject to the provisions of the Articles of Incorporation of the
Corporation and these Bylaws, each outstanding share shall be
entitled to one vote on each matter submitted to a vote, but no
share belonging or hypothecated to the Corporation shall be
voted. In all elections for Directors of the Corporation, each
shareholder shall have the right to cast as many votes in the
aggregate as shall equal the number of voting shares held by him
or her in the Corporation, multiplied by the number of Directors
to be elected by the class to which he or she belongs at such
election, and each shareholder may cast the whole number of
votes, either in person or by proxy, for one candidate or
distribute them among two or more candidates.
Section 7. Proxies. A shareholder may vote either in
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person or by proxy executed in writing by the shareholder or by
his duly authorized attorney-in-fact. Every proxy must be filed
with the Secretary of the Corporation at the meeting at which the
same is to be used, and until so filed, it cannot be used at such
meeting. No proxy shall be valid after the expiration of eleven
(11) months from its date unless the person executing it shall
have specified therein the length of time for which said proxy is
to continue in force.
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Section 8. List of Shareholders. At least ten (10) days
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before each meeting of the shareholders, the Secretary of the
Corporation shall make a complete list of the shareholders
entitled to vote at such meeting, arranged in alphabetical order,
and showing the address of each shareholder and the number of
shares registered in the name of each shareholder. Such list
shall be kept on file for a period of ten (10) days prior to such
meeting in the registered office of the Corporation and shall be
subject to inspection by any shareholder at any time during usual
business hours. Such list shall also be produced and kept open
at the time and place of the meeting during the whole time
thereof and may be inspected by any shareholder who is present.
Section 9. Inspectors. At any meeting of the shareholders
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at which Directors are to be elected or a vote of the shareholders
is to be taken on any proposition, the Chairman of the meeting may appoint not
less than two persons, who are not Directors, inspectors to receive and
canvass the votes given at such meeting, and certify the results to him. In
all cases where the right to vote upon any share or shares shall be
questioned, it shall be the duty of the inspectors, if any, or persons
conducting the vote to require the transfer books of the Corporation as
evidence of shares held and the question shall be determined in accordance
with said transfer books.
Section 10. Presiding Officer. The Chairman of the Board
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shall preside at all meetings of the shareholders and shall act
as Chairman thereof. In his absence, the Board of Directors may
designate a substitute Chairman to preside at any meeting of
shareholders. At any meeting of shareholders, the Chairman of
such meeting may, from time to time during such meeting, appoint
a temporary Chairman to preside at such meeting.
ARTICLE III
Board of Directors
Section 1. Powers and Number. The property and business of
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the Corporation shall be controlled and managed by the Board of
Directors. The number of Directors to constitute the Board of
Directors shall be eighteen (18); provided, however, that such
number may be fixed, from time to time, at not less than a minimum
of fifteen (15) nor more than a maximum of twenty-seven (27),
by amendment of these Bylaws, and any such change shall be
reported to the Secretary of State of the State of Missouri
within thirty (30) calendar days of such change.
Section 2. Classes of Directors, Election and Term of Office.
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The Directors shall be divided into three classes: Class I, Class II and Class
III. Such classes shall be as nearly equal in number as possible. The term
of office of the initial Class I Directors expired at the annual meeting of
shareholders of the Corporation in 1985; the term of office of the initial
Class II Directors expired at the annual meeting of shareholders of the
Corporation in 1986; and the term of office of the initial Class III Directors
expired at the annual meeting of shareholders of the Corporation in 1987. At
each annual election, the Directors chosen to succeed those whose terms then
expire shall be identified as being of the same class as the Directors they
succeed and shall be elected for a term of three (3) years expiring
at the third succeeding annual meeting or thereafter
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when their respective successors are elected and have qualified. If the
number of Directors is changed, any increase or decrease in Directors shall be
apportioned among the classes so as to maintain all classes as nearly equal
in number as possible, and any additional Director elected to any class shall
hold office for a term which shall expire with the term of the Directors in
such class.
Section 3. Removal of Directors. At a meeting called
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expressly for that purpose, a Director of the Corporation or the
entire Board of Directors may be removed without cause only upon
the affirmative vote of the holders of not less than eighty percent
(80%) of the shares entitled to vote generally in the election
of Directors; provided, however, that, if less than the
entire Board of Directors is to be so removed without cause, no
one of the Directors may be removed if the votes cast against
such Director's removal would be sufficient to elect such Director
if then cumulatively voted at an election of the class of
Directors of which such Director is a part. At a meeting called
expressly for the purpose, a Director may be removed by the
shareholders for cause by the affirmative vote of the holders of
a majority of the shares entitled to vote upon his election.
Section 4. Vacancies. In case of vacancies occurring on
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the Board of Directors, any such vacancy may be filled by a vote
of a majority of the surviving or remaining Directors then in
office. Such Director as may be elected by the Board of Directors
to fill a vacancy shall hold office for the unexpired term
of the Director whose place shall be vacated or until the election
and qualification of his successor.
Section 5. Annual Meeting. The annual meeting of the
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Directors for the purpose of electing officers and transacting
such other business as may come before the meeting shall be held
immediately following the annual meeting of shareholders or at
such time as shall be fixed by the vote of the shareholders at
the annual meeting or at any special meeting at which an election
of Directors shall occur. Alternatively, the annual meeting
shall be at such time as shall be fixed by the consent in writing
of all the Directors or at such time as shall be fixed by an
officer authorized to call special meetings of the Board of
Directors.
Section 6. Regular Meetings. A regular meeting of the
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Board of Directors shall be held during each calendar quarter of
each year on such day thereof as shall be determined by the
Chairman of the Board.
Section 7. Special Meetings. Special meetings of the Board
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of Directors may be called by the Chairman of the Board or the
acting chief executive officer.
Section 8. Notice of Meetings. No notice shall be required
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to be given of the annual meeting of the Board of Directors if it
is held immediately following the annual meeting of shareholders
or if a majority of the whole Board shall have been present at
the meeting of shareholders. Otherwise, notice of the annual
meeting of the Board of Directors shall be given as is provided
below for regular or special meetings. Notice of every regular
or special meeting of
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the Board of Directors, stating the date, time, and place of the meeting,
shall be given by or at the direction of the Secretary to each Director by
mailing, or sending by telegraph or other electronic means, a written notice
to the Director, addressed to his last known place of business, not less than
three days before the date of the meeting, in the case of mailing, or
twenty-four hours before the hour of the meeting, in the case of such other
sending, or by contacting the Director in person or by telephone not less than
six hours before the hour of the meeting.
Section 9. Waiver of Notice. Any Director may waive notice
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of any meeting of the Board of Directors by a writing signed by
him, either before or after the time of such meeting. Any Director
present in person at any meeting shall be deemed to have
thereby waived notice of such meeting except where such attendance
is for the express purpose of objecting to the transaction
of any business because the meeting is not lawfully called or
convened.
Section 10. Quorum. A majority of the full Board of Directors
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as prescribed by these Bylaws shall be required to be present at any meeting
to constitute a quorum for the transaction of business and, except as
otherwise specifically provided in these Bylaws, the concurring vote of at
least a majority of the Directors at a meeting at which a quorum is present
shall be required to determine all questions coming before the Board. In the
absence of a quorum, the Directors present shall have the right successively
to adjourn the meeting to a specified date and no notice need be given of such
adjournment.
Section 11. Presiding Officer. The Chairman of the Board
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shall preside at all meetings of the Board of Directors. In his
absence, the Board of Directors may designate a substitute Chairman
to preside at any meeting of the Board of Directors. At a
meeting of the Board of Directors, the presiding officer may,
from time to time during such meeting, appoint a temporary Chairman
to preside at such meeting.
Section 12. Minutes and Statements. The Board of Directors
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shall cause to be kept a complete record of their meetings and
acts, and of the proceedings of the shareholders. The business
and proceedings of the Board shall, however, be kept
confidential.
Section 13. Powers of the Board. In addition to the power
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and authority conferred upon them by law, the Board of Directors
may exercise all such powers of the Corporation and do all such
lawful things as are not by law prohibited or limited.
Section 14. Advisory Directors. The Board of Directors of
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the Corporation shall have the power at any time, and from time
to time, to appoint one or more advisory directors (hereinafter
referred to as "Advisory Directors"), who shall advise and counsel
the Board. Advisory Directors shall not be, nor shall they
have any of the duties, responsibilities or liabilities of,
Directors of the Corporation or members of the Board of Directors
or of any committees thereof, but may attend meetings of the
Board with no right to vote at such meetings.
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Section 15. Compensation of Directors and Advisory Directors.
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The Compensation to be paid the Directors of the Corporation and Advisory
Directors for services at all meetings of the Board of Directors shall be
determined from time to time by the Board of Directors.
ARTICLE IV
Committees
Section 1. Committees. The Board of Directors may, upon
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recommendation of the Chairman of the Board, by resolution
adopted by a majority of the whole Board, designate two or more
Directors to constitute such Committee or Committees as the Board
shall deem advisable and shall designate Directors to constitute
the Committees provided for in the following Sections of this
Article IV. Each such Committee, to the extent provided in such
resolution, shall have and exercise all of the authority of the
Board of Directors in the management of the Corporation; provided
that the designation of such Committee or Committees and the
delegation thereto of authority shall not operate to relieve the
Board of Directors, or any member thereof, of any responsibility
imposed upon it or him by law.
Section 2. Executive Committee. The Board of Directors may
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designate five or more Directors to constitute an Executive
Committee, which Committee shall have and exercise all of the
authority of the Board of Directors in the management of the
Corporation. The Chairman of the Board shall be a member of such
Committee and shall act as Chairman thereof; at least three other
members of such Committee shall be Directors who are not officers
or employees of the Corporation.
Section 3. Audit Committee. The Board of Directors shall
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designate three or more Directors to constitute an Audit Committee,
of which no officer or employee of the Corporation shall be
a member, and who shall be appointed by the Board annually or
more often. The Audit Committee shall have and exercise all of
the authority of the Board of Directors with respect to the
review and examination of the financial affairs of the Corpora-
tion and its subsidiaries. It shall also be the duty of the
Audit Committee to nominate the independent auditors of the
Corporation for appointment by the Board of Directors; to arrange
for and review the Corporation's annual audit; to ratify all
accountants' fees rendered during the year; to review the scope
and results of internal audit controls and procedures; and to
provide for independent review of the adequacy of the Corporation's
system of internal control.
Section 4. Compensation Committee. The Board of Directors
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shall designate three or more Directors to constitute a Compensa-
tion Committee, of which no officer or employee of the Corpora-
tion shall be a member, and who shall be appointed by the Board
annually or more often. The Compensation Committee shall have
and exercise all of the authority of the Board of Directors with
respect to the selection and review of the competency and effectiveness
of management of the Corporation and its subsidiaries; the review of the
soundness and adequacy of compensation programs, including fringe programs,
compliance with regulations and the like; the approval of salaries of
Corporation officers and the review of salaries of senior top management
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of its subsidiaries; and the formulation of policy on and administration of
special Corporation programs such as stock option plans, executive incentive
plans, stock purchase plans for employees and the like.
Section 5. Nominating Committee. The Board of Directors
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shall designate three or more Directors to constitute a
Nominating Committee, of which no officer or employee of the
Corporation shall be a member, and who shall be appointed by the
Board annually or more often. The Nominating Committee shall
recommend to the Board a slate of nominees for directors to be
presented on behalf of the Board for election by shareholders at
each annual meeting of the Corporation and shall recommend to the
Board persons to fill vacancies on the Board.
Section 6. Compensation of Committee Members. The Board of
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Directors shall determine the compensation to be paid to each
member of any Committee appointed by it for service on such
committee.
Section 7. Notice of Meetings. Notice of Committee meetings
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shall be given in the same manner as notices of meetings of the Board of
Directors.
ARTICLE V
Officers
Section 1. Required Officers. The Corporation shall have a
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Chairman of the Board, a President and a Secretary, all of whom
shall be chosen by the Board of Directors. The Chairman of the
Board and President shall be chosen from among the Directors.
Any two offices may be held by the same person.
Section 2. Other Officers. The Board of Directors may,
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upon the recommendation of the Chairman of the Board or otherwise,
appoint such other officers as it may deem necessary, who shall have such
authority and perform such duties as from time to time may be prescribed by
the Chairman of the Board or the Board of Directors.
Section 3. Tenure of Office and Removal. The tenure of
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office of each of the officers of the Corporation, subject to
prior removal, shall be until the close of the next annual meeting
of the shareholders following his election and until the
election of his successor. Any officer may be removed at any
time prior to the expiration of his term by affirmative vote of a
majority of the Directors. If the office of any officer of the
Corporation becomes vacant, the Board of Directors may choose a
successor for such officer who shall hold office for such term as
may be prescribed by the Board of Directors but no longer than
the unexpired portion of the term of the officer whose place is
vacant and until his successor shall have been duly elected.
Section 4. Powers and Duties. The Chairman of the Board
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shall be the chief executive officer of the Corporation. Such
chief executive officer shall have general executive powers in
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conducting the affairs of the Corporation, as well as the
specific powers conferred by these Bylaws. He shall have the power
to suspend any officer and to dismiss any other employee of the
Corporation when he shall deem it proper. He shall exercise all
powers of the Board of Directors pertaining to the management of
the business of the Corporation between meetings of the Board of
Directors and the Executive Committee and such further powers and
duties as may be conferred upon him by these Bylaws and the Board
of Directors or the Executive Committee from time to time. He
shall have the power to appoint an acting chief executive officer
to serve between meetings of the Board of Directors and the
Executive Committee in the event that he is unable to serve. The
Chairman of the Board shall be a member of all Committees
appointed by the Board of Directors, except the Audit Committee,
the Compensation Committee, and the Nominating Committee, unless
excused by the Board from being a member thereof.
The President shall have such powers and duties as may be
assigned to him by the Chairman of the Board or the Board of
Directors or the Executive Committee from time to time.
The Secretary shall keep accurate minutes of all meetings of
the shareholders and of the Board of Directors and shall attend
to the giving of all notices required to be given under these
Bylaws. He shall be custodian of the corporate records and seal
of the Corporation and he or an Assistant Secretary shall have
the authority to affix the seal to any documents requiring such
and to attest the same. He shall also perform such other duties
as may be assigned to him from time to time by the Chairman of
the Board or the Board of Directors or any Committee thereof.
Otherwise, all other officers shall have such powers and
duties in the management of the business, property and affairs of
the Corporation as generally pertain to their respective offices,
as well as such powers and duties as may from time to time be
conferred by the Chairman of the Board or the Board of Directors
or any Committee thereof.
Section 5. Compensation. The compensation of all senior
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officers of the Corporation shall be fixed by or pursuant to the
authority of the Board of Directors.
Section 6. Officers' Bonds. The Board of Directors may
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require any officer or officers to furnish the Corporation a bond
in such sum and in form and with security satisfactory to the
Board of Directors for the faithful performance of the duties of
the offices.
ARTICLE VI
Certificate of Stock and Transfers
Section 1. Forms and Execution of Certificates. The shares
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of stock of the Corporation shall be represented by certificates
(except fractional shares which may be represented by certifi-
cates or, in the discretion of the Board of Directors, scrip) and
shall be signed by the Chairman of the Board, the President or a
Vice President and by the Secretary or an Assistant Secretary or
the Treasurer or an Assistant Treasurer, and sealed with the seal
of the Corporation. Any and all such
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signatures may be facsimile and such seal may be facsimile, engraved or
printed. In case any such officer, transfer agent or registrar who has signed
or whose facsimile signature has been placed upon any such certificate
shall cease to be such officer, transfer agent or registrar before such
certificate is issued, such certificate may nevertheless be issued by the
Corporation with the same effect as if such officer, transfer agent or
registrar were such officer, transfer agent or registrar at the date of its
issue.
Section 2. Transfer of Stock. Shares of stock, after certificates
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thereof have been issued, shall be transferable only on the stock transfer
books of the Corporation which shall be in the possession of the Secretary or
a transfer agent or registrar for the Corporation. No transfer shall be valid
against the Corporation until the same is so entered upon its books and the
old certificate is surrendered for cancellation.
Section 3. Transfer and Registration Agents. The Board of
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Directors may appoint a transfer agent or agents who shall have
and exercise supervision over the transfer of shares of stock and
the issuance of stock certificates, subject to such conditions
and regulations as the Board of Directors may prescribe; and the
Board of Directors may appoint a registrar who shall register all
transfers of shares of stock and the issuance of stock certificates,
subject to such conditions and regulations as the Board may prescribe.
Section 4. Fixing of Record Date. The Board of Directors
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shall have power to fix in advance a date, not exceeding seventy
(70) days preceding the date of any meeting of stockholders, or
the date for the payment of any dividend, or the date for the
allotment or rights, or the date when any change or conversion or
exchange of shares shall go into effect, as a record date for the
determination of the shareholders entitled to notice of, and to
vote at, any such meeting, and any adjournment thereof, or entitled
to receive payment of any such dividend, or to any such allotment of rights,
or to exercise the rights in respect of any such change, conversion or
exchange of shares, and in such case such shareholders and only such
shareholders as shall be shareholders of record on the date so fixed shall
be entitled to notice of, and to vote at, such meeting, and any adjournment
thereof, or to receive payment of such dividend, or to receive such allotment
of rights, or to exercise such rights, as the case may be, notwithstanding any
transfer of any stock on the books of the Corporation after any such record
date fixed as aforesaid. If the Board of Directors does not set a record date
for the determination of the stockholders entitled to notice of, and to
vote at, a meeting of shareholders, only the shareholders who are shareholders
of record at the close of business on the twentieth day preceding the date of
the meeting shall be entitled to notice of, and to vote at, the meeting, and
any adjournment of the meeting.
ARTICLE VII
Miscellaneous Provisions
Section 1. Fiscal Year. The fiscal year of the Corporation
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shall cover such period of twelve calendar months as the Board of
Directors may determine. In the absence of any such determination,
the accounts of the Corporation shall be kept on a calendar year basis.
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Section 2. Consents. Any action which is required to be or
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may be taken at a meeting of the Directors or by the Executive
Committee or any other Committee of the Directors may be taken
without a meeting if consents in writing, setting forth the
action so taken, are signed by all of the Directors or by all
members of the Committee as the case may be. The consent shall
have the same force and effect as a unanimous vote at a meeting
duly held and may be stated as such in any certificate or document
filed under the General and Business Corporation Law of Missouri. The
Secretary shall file the consents with the minutes of the meetings of the
Board of Directors or of the Committee as the case may be.
Section 3. Tele-participation at Meetings. Members of the
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Board of Directors or any Committee designated by the Board of
Directors may participate in a meeting of the Board of Directors
or of any Committee by means of a conference telephone or similar
communications equipment whereby all persons participating in the
meeting can hear each other, and participation in the meeting in
this manner shall constitute presence in person at the meeting.
Section 4. Amendments to Bylaws. The Board of Directors
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shall have the power to make, alter, amend or repeal the Bylaws
of the Corporation from time to time.ao
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