Exhibit 3(ii)
BYLAWS OF
FIRST TENNESSEE NATIONAL CORPORATION
(As Amended and Restated January 20, 2004)
ARTICLE ONE
OFFICES
1.1 Principal Office. The principal office of First Tennessee National
Corporation (the "Corporation") shall be 165 Madison Avenue, Memphis, Tennessee.
1.2 Other Offices. The Corporation may have offices at such other places,
either within or without the State of Tennessee, as the Board of Directors may
from time to time designate or as the business of the Corporation may from time
to time require.
1.3 Registered Office. The registered office of the Corporation required to
be maintained in the State of Tennessee shall be the same as its principal
office and may be changed from time to time as provided by law.
ARTICLE TWO
SHAREHOLDERS
2.1 Place of Meetings. Meetings of the shareholders of the Corporation may
be held either in the State of Tennessee or elsewhere; but in the absence of
notice to the contrary, shareholders' meetings shall be held at the principal
office of the Corporation in Memphis, Tennessee.
2.2 Quorum and Adjournments. The holders of a majority of the shares issued
and outstanding and entitled to vote thereat, present in person or represented
by proxy, shall be requisite, and shall constitute a quorum at all meetings of
the shareholders, for the transaction of business, except as otherwise provided
by law, the Restated Charter of the Corporation, as amended from time to time
(the "Charter"), or these Bylaws. In the event a quorum is not obtained at the
meeting, the holders of a majority of the shares entitled to vote thereat,
present in person or by proxy, shall have power to adjourn the meeting from time
to time and, whether or not a quorum is obtained at the meeting, the Chairman of
the meeting shall have the power to adjourn the meeting from time to time, in
either case without notice, except as otherwise provided by law, other than
announcement at the meeting. At such adjourned meeting at which the requisite
amount of voting shares shall be represented, any business may be transacted
which might have been transacted at the meeting as originally notified.
2.3 Notice of Meetings. Unless otherwise required by applicable law,
written notice of the annual and each special meeting stating the date, time and
place of the meeting shall be mailed, postage prepaid, or otherwise delivered to
each shareholder entitled to vote thereat at such address as appears on the
records of shareholders of the Corporation, at least ten (10) days, but not more
than two (2) months, prior to the meeting date. In addition, notice of any
special meeting shall state the purpose or purposes for which the meeting is
called and the person or persons calling the meeting. In the event of an
adjournment of a meeting to a date more than four months after the date fixed
for the original meeting or the Board of Directors fixes a new record date for
the adjourned meeting, a new notice of the adjourned meeting must be given to
shareholders as of the new record date. Any previously scheduled meeting may be
postponed, and any special meeting may be canceled, by resolution of the Board
of Directors upon public notice given prior to the date scheduled for such
meeting.
2.4 Annual Meetings. The annual meeting of shareholders for the election of
directors and for the transaction of such other business as may properly come
before the meeting shall be held each year on the third Tuesday in April, or if
that day is a legal holiday, on the next succeeding business day not a legal
holiday, at 10:00 a.m. Memphis time or on such other date and/or at such other
time as the Board of Directors may fix by resolution by vote of a majority of
the entire Board of Directors. At the meeting, the shareholders shall elect by
ballot, by plurality vote, directors to succeed directors in the class of
directors whose term expires at the meeting and directors elected by the Board
of
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Directors to fill vacancies in other classes of directors and may transact such
other business as may properly come before the meeting.
2.5 Special Meetings. Special meetings of the shareholders for any purpose
or purposes, unless otherwise prescribed by statute, may be called by Chairman
of the Board and shall be called by the Chairman of the Board or the Secretary
at the request in writing of a majority of the Board of Directors. Only such
business within the purpose or purposes described in the notice of the meeting
may be conducted at the meeting.
2.6 Waiver of Notice. Any shareholder may waive in writing notice of any
meeting either before, at or after the meeting. Attendance by a shareholder in
person or by proxy at a meeting shall constitute a waiver of objection to lack
of notice or defective notice and a waiver of objection to consideration of a
matter that was not described in the meeting notice unless the shareholder
objects in the manner required by law.
2.7 Voting. Unless otherwise required by the Charter, at each meeting of
shareholders, each shareholder shall have one vote for each share of stock
having voting power registered in the shareholder's name on the records of the
Corporation on the record date for that meeting, and every shareholder having
the right to vote shall be entitled to vote in person or by proxy appointed by
instrument in writing or any other method permitted by law.
2.8 Procedures for Bringing Business before Shareholder Meeting. At an
annual or special meeting of shareholders, only such business shall be
conducted, and only such proposals shall be acted upon, as shall have been
properly brought before an annual or special meeting of shareholders. To be
properly brought before an annual or special meeting of shareholders, business
must be (i) in the case of a special meeting called by the Chairman of the Board
or at the request of the Board of Directors, specified in the notice of the
special meeting (or any supplement thereto), or (ii) in the case of an annual
meeting properly brought before the meeting by or at the direction of the Board
of Directors or (iii) otherwise properly brought before the annual or special
meeting by a shareholder. For business to be properly brought before such a
meeting of shareholders by a shareholder, the shareholder must have given timely
notice thereof in writing to the Secretary of the Corporation. To be timely, a
shareholder's notice must be delivered to or mailed and received at the
principal executive offices of the Corporation not less than 90 days nor more
than 120 days prior to the date of the meeting; provided, however, that if fewer
than 100 days' notice or prior public disclosure of the date of the meeting is
given or made to shareholders, notice by the shareholders to be timely must be
so delivered or received not later than the close of business on the 10th day
following the earlier of (i) the day on which such notice of the date of such
meeting was mailed or (ii) the day on which such public disclosure was made. A
shareholder's notice to the Secretary shall set forth as to each matter the
shareholder proposes to bring before a meeting of shareholders (i) a brief
description of the business desired to be brought before the meeting and the
reasons for conducting such business at the meeting, (ii) the name and address,
as they appear on the Corporation's books, of the shareholder proposing such
business and any other shareholders known by such shareholder to be supporting
such proposal, (iii) the class and number of shares of the Corporation which are
beneficially owned by such shareholder on the date of such shareholder's notice
and by any other shareholders known by such shareholder to be supporting such
proposal on the date of such shareholder's notice, and (iv) any material
interest of the shareholder in such proposal. Notwithstanding anything in these
Bylaws to the contrary, no business shall be conducted at a meeting of
shareholders except in accordance with the procedures set forth in this Section
2.8. The Chairman of the meeting shall, if the facts warrant, determine and
declare to the meeting that the business was not properly brought before the
meeting in accordance with the procedures prescribed by these Bylaws, and if the
Chairman should so determine, the Chairman shall so declare to the meeting and
any such business not properly brought before the meeting shall not be
transacted.
2.9 SEC Proxy Rules. In addition to complying with the provisions of
Section 2.8, a shareholder shall also comply with all applicable requirements of
the Securities Exchange Act of 1934 and the rules and regulations thereunder
with respect to the matters set forth in Section 2.8. Nothing in Section 2.8
shall be deemed to affect any rights of shareholders to request inclusion of
proposals in the Corporation's proxy statement pursuant to rules of the
Securities and Exchange Commission. For such proposals to be acted upon at a
meeting, however, compliance with the notice provisions of Section 2.8 is also
required.
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ARTICLE THREE
DIRECTORS
3.1 Powers of Directors. The business and affairs of the Corporation shall
be managed under the direction of and all corporate powers shall be exercised by
or under the authority of the Board of Directors.
3.2 Number and Qualifications. The Board of Directors shall consist of
eleven members. The Board of Directors has the power to change from time to time
the number of directors specified in the preceding sentence. Any such change in
the number of directors constituting the Corporation's Board Directors must be
made exclusively by means of an amendment to these Bylaws adopted by a majority
of the entire Board of Directors then in office. Directors need not be
shareholders of the Corporation nor residents of the State of Tennessee.
3.3 Term of Office. Except as otherwise provided by law or by the Charter,
the term of each director hereafter elected shall be from the time of his or her
election and qualification until the third annual meeting next following such
election and until a successor shall have been duly elected and qualified;
subject, however, to the right of the removal of any director as provided by
law, by the Charter or by these Bylaws.
3.4 Compensation. The directors shall be paid for their services on the
Board of Directors and on any Committee thereof such compensation (which may
include cash, shares of stock of the Corporation and options thereon) and
benefits together with reasonable expenses, if any, at such times as may, from
time to time, be determined by resolution adopted by a majority of the entire
Board of Directors; provided that nothing herein contained shall be construed to
preclude any director from serving the Corporation in any other capacity and
being compensated therefor.
3.5 Committees. The directors, by resolution adopted by a majority of the
entire Board of Directors, may designate an executive committee and other
committees, consisting of two or more directors, and may delegate to such
committee or committees all such authority of the Board of Directors that it
deems desirable, including, without limitation, authority to appoint corporate
officers, fix their salaries, and, to the extent such is not provided by law,
the Charter or these Bylaws, to establish their authority and responsibility,
except that no such committee or committees shall have and exercise the
authority of the Board of Directors to:
(a) authorize distributions (which include dividend declarations), except
according to a formula or method prescribed by the Board of Directors,
(b) fill vacancies on the Board of Directors or on any of its committees,
(c) adopt, amend or repeal bylaws,
(d) authorize or approve the reacquisition of shares, except according to
a formula or method prescribed by the Board of Directors, or
(e) authorize or approve the issuance or sale or contract for sale of
shares, or determine the designation and relative rights, preferences
and limitations of a class or series of shares, except that the Board
of Directors may authorize a committee to do so within limits
specifically prescribed by the Board of Directors.
3.6 Procedures for Director Nominations. Except as provided in Section 3.7
with respect to vacancies on the Board of Directors, only persons nominated in
accordance with the procedures set forth in this Section 3.6 shall be eligible
for election as directors. Nominations of persons for election to the Board of
Directors may be made at a meeting of shareholders (i) by or at the direction of
the Board of Directors, or (ii) by any shareholder of the Corporation entitled
to vote for the election of directors at such meeting who complies with the
notice procedures set forth in this Section 3.6. Such nominations, other than
those made by or at the direction of the Board of Directors, shall be made
pursuant to timely notice in writing to the Secretary of the Corporation. To be
timely, a shareholder's notice must be delivered to or mailed and received at
the principal executive offices of the Corporation not less than 90 days nor
more than 120 days prior to the date of a meeting; provided, however, that if
fewer than 100 days' notice or prior public
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disclosure of the date of the meeting is given or made to shareholders, notice
by the shareholder to be timely must be so delivered or received not later than
the close of business on the 10th day following the earlier of (i) the day on
which such notice of the date of such meeting was mailed or (ii) the day on
which such public disclosure was made. A shareholder's notice to the Secretary
shall set forth (i) as to each person whom the shareholder proposes to nominate
for election or reelection as a director (a) the name, age, business address
and residence address of such person, (b) the principal occupation or employment
of such person, (c) the class and number of shares of the Corporation which are
beneficially owned by such person on the date of such shareholder's notice and
(d) any other information relating to such person that is required to be
disclosed in solicitations of proxies for election of directors or, is
otherwise required, in each case pursuant to Regulation 14A under the
Securities Exchange Act of 1934, as amended (including, without limitation,
such person's written consent to being named in the proxy statement as a
nominee and to serving as a director if elected); and (ii) as to the
shareholder giving the notice (a) the name and address, as they appear on the
Corporation's books, of such shareholder and any other shareholders known by
such shareholder to be supporting such nominees and (b) the class and number
of shares of the Corporation which are beneficially owned by such shareholder
on the date of such shareholder's notice and by any other shareholders known
by such shareholder to be supporting such nominees on the date of such
shareholder's notice. No person shall be eligible for election as a director
of the Corporation unless nominated in accordance with the procedures set
forth in this Section 3.6. The Chairman of the meeting shall, if the facts
warrant, determine and declare to the meeting that a nomination was not made in
accordance with the procedures prescribed by these Bylaws, and if the Chairman
should so determine, the Chairman shall so declare to the meeting and the
defective nomination shall be disregarded.
3.7 Vacancies; Removal from Office. Except as otherwise provided by law or
by the Charter, newly created directorships resulting from any increase in the
authorized number of directors or any vacancies on the Board of Directors
resulting from death, resignation, retirement, disqualification or any other
cause (except removal from office) shall be filled only by the Board of
Directors, provided that a quorum is then in office and present, or only by a
majority of the directors then in office, if less than a quorum is then in
office or by the sole remaining director. Any vacancies on the Board of
Directors resulting from removal from office may be filled by the affirmative
vote of the holders of at least a majority of the voting power of all
outstanding voting stock or, if the shareholders do not so fill such a vacancy,
by a majority of the directors then in office. Directors elected to fill a newly
created directorship or other vacancy shall hold office for a term expiring at
the next shareholders' meeting at which directors are elected and until such
director's successor has been duly elected and qualified. The directors of any
class of directors of the Corporation may be removed by the shareholders only
for cause by the affirmative vote of the holders of at least a majority of the
voting power of all outstanding voting stock.
3.8 Place of Meetings. The directors may hold meetings of the Board of
Directors or of a committee thereof at the principal office of the Corporation
in Memphis, Tennessee, or at such other place or places, either in the State of
Tennessee or elsewhere, as the Board of Directors or the members of the
committee, as applicable, may from time to time determine by resolution or by
written consent or as may be specified in the notice of the meeting.
3.9 Quorum. A majority of the directors shall constitute a quorum for the
transaction of business, but a smaller number may adjourn from time to time,
without further notice, if the time and place to which the meeting is adjourned
are fixed at the meeting at which the adjournment is taken and if the period of
adjournment does not exceed thirty (30) days in any one (1) adjournment. 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 of Directors, unless the vote of a greater
number is required by law, the Charter, or these Bylaws.
3.10 Regular Meetings. Following each annual meeting of shareholders, the
newly elected directors, together with the incumbent directors whose terms do
not expire at such meeting, shall meet for the purpose of organization, the
appointment of officers and the transaction of other business, and, if a
majority of the directors be present at such place, day and hour, no prior
notice of such meeting shall be required to be given to the directors. The
place, day and hour of such meeting may also be fixed by resolution or by
written consent of the directors. In addition, the Board of Directors may
approve an annual schedule for additional regular meetings of the Board of
Directors and of committees thereof.
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3.11 Special Meetings. Special meetings of the directors may be called by
the Chairman of the Board, the Chief Executive Officer, or the President (or as
to any committee of the Board of Directors, by the person or persons
specified in the resolution of the Board of Directors establishing the
committee) on two days' notice by mail or on one day's notice by telegram or
cablegram, or on two hours' notice given personally or by telephone or facsimile
transmission to each director (or member of the committee, as appropriate), and
shall be called by the Chairman of the Board or Secretary in like manner on the
written request of a majority of directors then in office. The notice shall
state the day and hour of the meeting and the place where the meeting is to be
held. Special meetings of the directors may be held at any time on written
waiver of notice or by consent of all the directors, either of which may be
given either before, at or after the meeting.
3.12 Action without a Meeting. The directors may (whether acting in lieu of
a meeting of the Board of Directors or of a committee thereof) take action which
they are required or permitted to take, without a meeting, on written consent
setting forth the action so taken, signed by all of the directors entitled to
vote thereon. If all the directors entitled to vote consent to taking such
action without a meeting, the affirmative vote of the number of directors
necessary to authorize or take such action at a meeting is the act of the Board
of Directors or committee, as appropriate.
3.13 Telephone Meetings. Directors may participate in a meeting of the
Board of Directors or of a committee thereof by, or conduct a meeting through
the use of, any means of communication by which all directors participating may
simultaneously hear each other during the meeting. A director so participating
is deemed to be present in person at such meeting.
ARTICLE FOUR
OFFICERS
4.1 Designated Officers. The officers of the Corporation shall consist of a
Chairman of the Board, a Chief Executive Officer, a President, such number of
Vice Chairmen as the Board may from time to time determine and appoint, an
Auditor, a Chief Credit Officer, a Chief Financial Officer, a Controller, a
General Counsel, an Executive Vice President-Risk Management, an Executive Vice
President-Corporate and Employee Services, a President-Business Financial
Services, a President-Retail Financial Services, an Executive Vice
President-Interest Rate Risk Manager, an Executive Vice President-Product
Management and Delivery Services, a Secretary, and a Treasurer, and such number
of Senior Executive Vice Presidents, Executive Vice Presidents, Senior Vice
Presidents and Vice Presidents and such other Officers and assistant Officers as
may be from time to time determined and appointed in accordance with the
provisions of this Article Four. The title of any officer may include any
additional descriptive designation determined to be appropriate. Any person may
hold two or more offices, except that the President shall not also be the
Secretary or an Assistant Secretary. The officers, other than the Chairman of
the Board, need not be directors, and officers need not be shareholders.
4.2 Appointment of Officers. Except as otherwise provided in this Section
4.2, the officers of the Corporation shall be appointed by the Board of
Directors at the annual organizational meeting of the Board of Directors
following the annual meeting of shareholders. The Board of Directors may
delegate to a committee of the Board of Directors the power to create corporate
offices, define the authority and responsibility of such offices, except to the
extent such authority or responsibility would not be consistent with the law or
the Charter, and to appoint persons to any office of the Corporation except the
offices of the Chairman of the Board, Chief Executive Officer, and President,
any office the incumbent in which is designated by the Board as an Executive
Officer (as defined in Section 4.5 hereof), and, upon the recommendation of the
Audit Committee, the Auditor. In addition, the Board of Directors may delegate
to the officers appointed to the Corporation's personnel committee, acting as a
committee, the authority to appoint persons to any offices of the Corporation of
the level of Vice President and below annually at the personnel committee
meeting following the annual meeting of shareholders and to appoint persons to
any office of the Corporation of the level of Executive Vice President and below
during the period of time between the annual appointment of officers by the
Board of Directors or pursuant to this section 4.2 of the Bylaws.
Notwithstanding the delegation of authority pursuant to this section 4.2 of the
Bylaws, the Board of Directors retains the authority to appoint all officers and
such other officers and agents as it shall deem necessary, who shall exercise
such powers and perform such duties as shall be determined from time to time by
the Board of Directors.
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4.3 Term. The officers of the Corporation shall be appointed for a term of
one (1) year and until their successors are appointed and qualified, subject to
the right of removal specified in Section 4.4 of these Bylaws. The designation
of a specified term does not grant to any officer any contract rights.
4.4 Vacancies, Resignations and Removal. If the office of any officer or
officers becomes vacant for any reason, the vacancy may be filled by the Board
of Directors or, if such officer was appointed by a committee, by the committee
appointing such officer. Any officer may resign at any time by delivering a
written notice to the Chairman of the Board, Chief Executive Officer, President,
Secretary, or Executive Vice President-Employee Services of the Corporation, or
the designee of any of them, which shall be effective upon delivery unless it
specifies a later date acceptable to the Corporation. Any officer designated by
the Board as an Executive Officer shall be subject to removal at any time with
or without cause only by the affirmative vote of a majority of the Board of
Directors. The Auditor shall be subject to removal at any time with or without
cause only by the affirmative vote of a majority of the Board of Directors, upon
the recommendation of the Audit Committee. Any other officer shall be subject to
removal at any time with or without cause by the affirmative vote of a majority
of the Board of Directors, and in the event the officer was, or could have been,
appointed by a committee, then by the affirmative vote of a majority of either
such committee or the Board of Directors.
4.5 Compensation. The Board of Directors, or a committee thereof, shall fix
the compensation of Executive Officers (as defined herein) of the Corporation.
"Executive Officers" shall be those officers of the Corporation identified as
such from time to time in a resolution or resolutions of the Board of Directors.
The compensation of officers who are not Executive Officers shall be fixed by
the Board of Directors, by a committee thereof, or by management under such
policies and procedures as shall be established by the Board of Directors or a
committee thereof.
4.6 Delegation of Officer Duties. In case of the absence of any officer of
the Corporation, or for any reason that the Board of Directors (or, in addition,
in the case of any officer appointed by a committee, such committee or any other
committee which could appoint such officer pursuant to Section 4.2 of these
Bylaws) may deem sufficient, the Board of Directors (or committee, as
applicable) may delegate, for the time being, the powers or duties, or any of
them, of such officer to any other officer, or to any director.
4.7 Chairman of the Board. The Chairman of the Board shall preside at all
meetings of the shareholders and of the Board of Directors and shall have such
powers and perform such duties as may be provided for herein and as are normally
incident to the office and as may be assigned by the Board of Directors. If and
at such times as the Board of Directors so determines, the Chairman of the Board
may also serve as the Chief Executive Officer of the Corporation.
4.8 Chief Executive Officer. The Chief Executive Officer, in the absence of
the Chairman of the Board, shall preside at all meetings of the shareholders and
of the Board of Directors. The Chief Executive Officer shall be responsible for
carrying out the orders of and the resolutions and policies adopted by the Board
of Directors and shall have general management of the business of the
Corporation and shall exercise general supervision over all of its affairs. In
addition, the Chief Executive Officer shall have such powers and perform such
duties as may be provided for herein and as are normally incident to the office
and as may be prescribed by the Board of Directors. If and at such time as the
Board of Directors so determines, the Chief Executive Officer may also serve as
the President of the Corporation.
4.9 President. The President, in the absence of the Chairman of the Board
and the Chief Executive Officer, shall preside at all meetings of the
shareholders and of the Board of Directors. The President shall be the Chief
Executive Officer of the Corporation unless the Board of Directors has appointed
another person to such office, in which case the President shall be the Chief
Operating Officer of the Corporation and shall have such powers and perform such
duties as may be provided for herein and as are normally incident to the office
and as may be prescribed by the Board of Directors, the Chairman of the Board,
or the Chief Executive Officer.
4.10 Vice Chairmen. Vice Chairmen shall perform such duties and exercise
such powers as may be prescribed by the Board of Directors, the Chairman of the
Board, or the Chief Executive Officer.
4.11 Chief Financial Officer. The Chief Financial Officer shall be the
principal financial officer of the Corporation. The Chief Financial Officer is
authorized to sign any document filed with the Securities and Exchange
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Commission or any state securities commission on behalf of the Corporation and
shall perform such duties and exercise such powers as are normally incident to
the office and as may be prescribed by the Board of Directors, the Chairman of
the Board, or the Chief Executive Officer.
4.12 Chief Credit Officer. The Chief Credit Officer shall perform such
duties and exercise such powers as are normally incident to the office and as
may be prescribed by the Board of Directors, the Chairman of the Board, or the
Chief Executive Officer.
4.13 General Counsel. The General Counsel shall perform such duties and
exercise such powers as are normally incident to the office and as may be
prescribed by the Board of Directors, the Chairman of the Board, or the Chief
Executive Officer.
4.14 Executive Vice President-Corporate and Employee Services. The
Executive Vice President-Employee Services shall perform such duties and
exercise such powers as are normally incident to the office and as may be
prescribed by the Board of Directors, the Chairman of the Board, or the Chief
Executive Officer.
4.15 President-Business Financial Services. The President-Business
Financial Services shall perform such duties and exercise such powers as are
normally incident to the office and as may be prescribed by the Board of
Directors, the Chairman of the Board, or the Chief Executive Officer.
4.16 President-Retail Financial Services. The President-Retail Financial
Services shall perform such duties and exercise such powers as are normally
incident to the office and as may be prescribed by the Board of Directors, the
Chairman of the Board, or the Chief Executive Officer.
4.17 Executive Vice President-Risk Management. The Manager of Risk
Management Executive Vice President-Risk Management shall perform such duties
and exercise such powers as are normally incident to the office and as may be
prescribed by the Board of Directors, the Chairman of the Board, or the Chief
Executive Officer.
4.18 Executive Vice President-Product Management and Delivery Services. The
Executive Vice President-Product Development and Delivery Services shall perform
such duties and exercise such powers as are normally incident to the office and
as may be prescribed by the Board of Directors, the Chairman of the Board, or
the Chief Executive Officer.
4.19 Executive Vice President-Interest Rate Risk Manager. The Executive
Vice President-Interest Rate Risk Manager shall perform such duties and exercise
such powers as are normally incident to the office and as may be prescribed by
the Board of Directors, the Chairman of the Board, or the Chief Executive
Officer.
4.20 Senior Executive Vice Presidents, Executive Vice Presidents, Senior
Vice Presidents and Vice Presidents. Senior Executive Vice Presidents, Executive
Vice Presidents, Senior Vice Presidents and Vice Presidents shall perform such
duties and exercise such powers as may be prescribed by the Board of Directors,
a committee thereof, the personnel committee, the Chairman of the Board, or the
Chief Executive Officer.
4.21 Secretary. The Secretary shall attend all sessions of the Board of
Directors and of the shareholders and record all votes and the minutes of all
proceedings in books to be kept for that purpose. The Secretary shall give or
cause to be given notice of all meetings of the shareholders and of the Board of
Directors, shall authenticate records of the Corporation, and shall perform such
other duties as are incident to the office or as may be prescribed by the Board
of Directors, the Chairman of the Board or the Chief Executive Officer. In the
absence or disability of the Secretary, the Assistant Secretary or such other
officer or officers as may be authorized by the Board of Directors or Executive
Committee thereof shall perform all the duties and exercise all of the powers of
the Secretary and shall perform such other duties as the Board of Directors,
Chairman of the Board or the Chief Executive Officer shall prescribe.
4.22 Treasurer. The Treasurer shall have the custody of the funds and
securities of the Corporation and shall keep full and accurate accounts of
receipts and disbursements in books belonging to the Corporation and shall
deposit all monies and other valuable effects in the name and to the credit of
the Corporation in such depositories as may
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be designated by the Board of Directors. The Treasurer shall disburse the funds
of the Corporation as may be ordered by the Board of Directors, the Chairman of
the Board, the Chief Executive Officer, the Chief Financial Officer, or the
President, taking proper vouchers for such disbursements, and shall render to
the Board of Directors, the Chairman of the Board, the Chief Executive Officer,
the Chief Financial Officer, or the President, whenever they may require it, an
account of all of his or her transactions as Treasurer and of the financial
condition of the Corporation, and at a regular meeting of the Board of Directors
preceding the annual shareholders' meeting, a like report for the preceding
year. The Treasurer shall keep or cause to be kept an account of stock
registered and transferred in such manner and subject to such regulations as the
Board of Directors may prescribe. The Treasurer shall give the Corporation a
bond, if required by the Board of Directors, in such a sum and in form and with
security satisfactory to the Board of Directors for the faithful performance of
the duties of the office and the restoration to the Corporation, in case of his
or her death, resignation or removal from office, of all books, papers,
vouchers, money and other property of whatever kind in his or her possession,
belonging to the Corporation. The Treasurer shall perform such other duties as
the Board of Directors may from time to time prescribe or require. In the
absence or disability of the Treasurer, the Assistant Treasurer shall perform
all the duties and exercise all of the powers of the Treasurer and shall perform
such other duties as the Board of Directors, the Chairman of the Board, or the
Chief Executive Officer shall prescribe.
4.23 Auditor. The Auditor shall perform such duties and exercise such
powers as are normally incident to the office and as may be prescribed by the
Board of Directors or the Chairman of the Audit Committee.
4.24 Controller. The Controller shall be the principal accounting officer
of the Corporation. The Controller is authorized to sign any document filed with
the Securities and Exchange Commission or any state securities commission on
behalf of the Corporation and shall assist the management of the Corporation in
setting the financial goals and policies of the Corporation, shall provide
financial and statistical information to the shareholders and to the management
of the Corporation and shall perform such other duties and exercise such other
powers as may be prescribed by the Board of Directors, the Chairman of the
Board, the Chief Executive Officer or the President. In the absence or
disability of the Controller, the Assistant Controller shall perform all the
duties and exercise all powers of the Controller and shall perform such duties
as the Board of Directors or the Chairman of the Board or the Chief Executive
Officer shall prescribe.
4.25 Other Officers. Officers holding such other offices as may be created
pursuant to Sections 4.1 and 4.2 of these Bylaws shall have such authority and
perform such duties and exercise such powers as may be prescribed by the Board
of Directors, a committee thereof, the personnel committee, the Chairman of the
Board or the Chief Executive Officer.
4.26 Officer Committees. The directors, by resolution adopted by a majority
of the entire Board of Directors, may designate one or more committees,
consisting of two or more officers, and may delegate to such committee or
committees all such authority that the Board of Directors deems desirable that
is permitted by law. Members of such committees may take action without a
meeting and may participate in meetings to the same extent and in the same
manner that directors may take action and may participate pursuant to Sections
3.12 and 3.13 of these Bylaws.
ARTICLE FIVE
SHARES OF STOCK
5.1 Certificates. The certificates representing shares of stock of the
Corporation shall be numbered, shall be entered in the books or records of the
Corporation as they are issued, and shall be signed by the Chairman of the Board
or the Chief Executive Officer and any one of the following: the President, the
Treasurer, or the Secretary. Either or both of the signatures upon a certificate
may be facsimiles if the certificate is countersigned by a transfer agent, or
registered by a registrar other than an officer or employee of the Corporation.
Each certificate shall include the following upon the face thereof:
(a) A statement that the Corporation is organized under the laws of the
State of Tennessee;
(b) The name of the Corporation;
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(c) The name of the person to whom issued;
(d) The number and class of shares, and the designation of the series, if
any, which such certificate represents;
(e) The par value of each share represented by such certificate; or a
statement that the shares are without par value; and
(f) Such other provisions as the Board of Directors may from time to time
require.
5.2 Shares Not Represented by Certificates. Notwithstanding the provisions
of Section 5.1 of these Bylaws, the Board of Directors may authorize the
issuance of some or all of the shares of any class without certificates. The
Corporation shall send to each shareholder to whom such shares have been issued
or transferred at the appropriate time any written statement providing
information about such shares, which is required by law.
5.3 Stock Transfers and Record Dates. Transfers of shares of stock shall be
made upon the books of the Corporation by the record owner or by an attorney,
lawfully constituted in writing, and upon surrender of any certificate therefor.
The Board of Directors may appoint suitable agents in Memphis, Tennessee, and
elsewhere to facilitate transfers by shareholders under such regulations as the
Board of Directors may from time to time prescribe. The transfer books may be
closed by the Board of Directors for such period, not to exceed 40 days, as may
be deemed advisable for dividend or other purposes, or in lieu of closing the
books, the Board of Directors may fix in advance a date as the record date for
determining shareholders entitled notice of and to vote at a meeting of
shareholders, or entitled to payment of any dividend or other distribution. The
record date for voting or taking other action as shareholders shall not be less
than 10 days nor more than 70 days prior to the meeting date or action requiring
such determination of shareholders. The record date for dividends and other
distributions shall not be less than 10 days prior to the payment date of the
dividend or other distribution. All certificates surrendered to the Corporation
for transfer shall be canceled, and no new certificate shall be issued until the
former certificate for like number of shares shall have been surrendered and
canceled, except that in case of a lost or destroyed certificate a new one may
be issued on the terms prescribed by Section 5.5 of these Bylaws.
5.4 Record Owners. The Corporation shall be entitled to treat the holder of
record of any share or shares of stock as the holder in fact thereof; and,
accordingly, shall not be bound to recognize any equitable or other claim to or
interest in such share on the part of any other person, whether or not it shall
have express or other notice thereof, except as required by applicable law.
5.5 Lost, Destroyed, Stolen or Mutilated Certificates. The agent for
transfer of the Corporation's stock may issue new share certificates in place of
certificates represented to have been lost, destroyed, stolen or mutilated upon
receiving an indemnity satisfactory to the agent and the Secretary or Treasurer
of the Corporation, without further action of the Board of Directors.
ARTICLE SIX
INDEMNIFICATION
6.1 Indemnification of Officers When Wholly Successful. If any current or
former officer of the Corporation [including for purposes of this Article an
individual who, while an officer, is or was serving another corporation or other
enterprise (including an employee benefit plan and a political action committee,
which serves the interests of the employees of the Corporation or any of its
subsidiaries) in any capacity at the request of the Corporation and unless the
context requires otherwise the estate or personal representative of such
officer] is wholly successful, on the merits or otherwise, in the defense of any
threatened, pending or completed action, suit, or proceeding, whether civil,
criminal, administrative, or investigative and whether formal or informal
("Proceeding"), to which the officer was a party because he or she is or was an
officer of the Corporation, the officer shall be indemnified by the Corporation
against all reasonable expenses, including attorney fees, incurred in connection
with such Proceeding, or any appeal therein. As used in this Article,
"Proceeding" shall include, but is not limited to, any threatened, pending or
contemplated action, suit or proceeding, whether civil, criminal,
administrative, or investigative, and whether formal or informal, arising out
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of or alleging any acts, errors, or omissions by the officer in the rendering
or failure to render professional services, including legal and accounting
services, for or at the request of the Corporation or any of its subsidiaries;
provided such professional services are within the reasonably anticipated
scope of the officer's duties. Additionally, as used in this Article,
"Proceeding" shall include, but is not limited to, any threatened, pending
or contemplated action, suit or proceeding arising out of or alleging
negligence on the part of the Officer.
6.2 Indemnification of Officers When Not Wholly Successful. If any current
or former officer of the Corporation has not been wholly successful on the
merits or otherwise, in the defense of a Proceeding, to which the officer was or
was threatened to be made a party because he or she was or is an officer, the
officer shall be indemnified by the Corporation against any judgment,
settlement, penalty, fine (including any excise tax assessed with respect to an
employee benefit plan), or other liability and any reasonable expenses,
including attorney fees, incurred as a result of such Proceeding, or any appeal
therein, if authorized in the specific case after a determination has been made
that indemnification is permissible because the following standard of conduct
has been met:
(a) The officer conducted himself or herself in good faith, and
(b) The officer reasonably believed: (i) in the case of conduct in the
officer's official capacity as an officer of the Corporation that the
officer's conduct was in the Corporation's best interest; and (ii) in
all other cases that the officer's conduct was at least not opposed to
its best interests; and
(c) In the case of any criminal proceeding, the officer had no reasonable
cause to believe his or her conduct was unlawful;
provided, however, the Corporation may not indemnify an officer in connection
with a Proceeding by or in the right of the Corporation in which the officer was
adjudged liable to the Corporation or in connection with any other proceeding
charging improper benefit to the officer, whether or not involving action in his
or her official capacity, in which the officer was adjudged liable on the basis
that personal benefit was improperly received by the officer.
6.3 Procedures for Indemnification Determinations. The determination
required by Section 6.2 herein shall be made as follows:
(a) By the Board of Directors by a majority vote of a quorum consisting of
directors not at the time parties to the Proceeding;
(b) If a quorum cannot be obtained, by majority vote of a committee duly
designated by the Board of Directors (in which designation directors
who are parties may participate) consisting solely of two or more
directors not at the time parties to the Proceeding;
(c) By independent special legal counsel: (i) selected by the Board of
Directors or its committee in the manner prescribed in subsection (a)
or (b); or (ii) if a quorum of the Board of Directors cannot be
obtained under subsection (a) and a committee cannot be designated
under subsection (b), selected by majority vote of the full Board of
Directors (in which selection directors who are parties may
participate); or, if a determination pursuant to subsections (a), (b),
or (c) of this Section 6.3 cannot be obtained, then
(d) By the shareholders, but shares owned by or voted under the control of
directors who are at the time parties to the Proceeding may not be
voted on the determination.
6.4 Serving at the Request of the Corporation. An officer of the
Corporation shall be deemed to be serving another corporation or other
enterprise or employee benefit plan or political action committee at the request
of the Corporation only if such request is reflected in the records of the Board
of Directors or a committee appointed by the Board of Directors for the purpose
of making such requests. Approval by the Board of Directors, or a committee
thereof, may occur before or after commencement of such service by the officer.
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6.5 Advancement of Expenses. The Corporation shall pay for or reimburse
reasonable expenses, including attorney fees, incurred by an officer who is a
party to a Proceeding in advance of the final disposition of the Proceeding if:
(a) The officer furnishes to the Corporation a written affirmation of the
officer's good faith belief that the officer has met the standard of
conduct described in Section 6.2 herein;
(b) The officer furnishes to the Corporation a written undertaking,
executed personally or on behalf of the officer, to repay the advance
if it is ultimately determined that the officer is not entitled to
indemnification; and
(c) A determination is made that the facts then known to those making the
determination would not preclude indemnification under this bylaw.
6.6 Undertaking Required for Expenses. The undertaking required by Section
6.5 herein must be an unlimited general obligation of the officer but need not
be secured and may be accepted without reference to financial ability to make
repayment.
6.7 Procedures for Expense Determinations. Determinations and
authorizations of payments under Section 6.5 herein shall be made in the same
manner as is specified in Section 6.3 herein.
6.8 Indemnification of Employees and Former Directors. Every employee and
every former director of the Corporation shall be indemnified by the Corporation
to the same extent as officers of the Corporation.
6.9 Nonexclusivity of Right of Indemnification. The right of
indemnification set forth above shall not be deemed exclusive of any other
rights, including, but not limited to, rights created pursuant to Section 6.11
of these Bylaws, to which an officer, employee, or former director seeking
indemnification may be entitled. No combination of rights shall permit any
officer, employee or former director of the Corporation to receive a double or
greater recovery.
6.10 Mandatory Indemnification of Directors and Designated Officers. The
Corporation shall indemnify each of its directors and such of the non-director
officers of the Corporation or any of its subsidiaries as the Board of Directors
may designate, and shall advance expenses, including attorney's fees, to each
director and such designated officers, to the maximum extent permitted (or not
prohibited) by law, and in accordance with the foregoing, the Board of Directors
is expressly authorized to enter into individual indemnity agreements on behalf
of the Corporation with each director and such designated officers which provide
for such indemnification and expense advancement and to adopt resolutions which
provide for such indemnification and expense advancement.
6.11 Insurance. Notwithstanding anything in this Article Six to the
contrary, the Corporation shall have the additional power to purchase and
maintain insurance on behalf of any person who is or was a director, officer,
employee, or agent of the Corporation, or who, while a director, officer,
employee or agent of the Corporation, is or was serving at the request of the
Corporation as a director, officer, partner, trustee, employee, or agent of
another foreign or domestic corporation, partnership, joint venture, trust,
employee benefit plan, political action committee, or other enterprise, against
liability asserted against or incurred by the person in that capacity or arising
from the person's status as a director, officer, employee, or agent, whether or
not the Corporation would have the power to indemnify the person against the
same liability.
ARTICLE SEVEN
RETIREMENT
7.1 Non-Employee Directors. Directors who are not also officers of the
Corporation or its affiliates shall be retired from the Board of Directors as
follows:
(a) Any director who shall attain the age of sixty-five (65) on or before
the last day of the term for which he or she was elected shall not be
nominated for re-election and shall be retired from the Board of
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Directors at the expiration of such term; provided, however, any
director first elected to the Board of Directors prior to April 17,
1996, may serve a minimum of two three-year terms.
(b) For the purpose of maintaining boards of active business and
professional persons, directors leaving the occupation or the position
held at their last election (by retirement or otherwise) will be
expected to tender their resignation for consideration at the next
regularly scheduled meeting of the Board of Directors. A resignation
will be accepted unless the Board in its judgment determines (i) the
director has assumed another position deemed to be appropriate, (ii)
the director is so engaged in a specific project for the Board as to
make his or her resignation detrimental to the Corporation, or (iii)
it is beneficial to the Board and in the best interests of the
Corporation for the director to continue for such period of time as
the Board deems appropriate.
Directors who are also officers of the Corporation or any of its affiliates will
be retired from the Board of Directors on the date of the annual meeting
coincident with or next following the date of the director's retirement from or
other discontinuation of active service with the Corporation and its affiliates.
7.2 Officers and Employees. Except as provided in the following sentence,
the Corporation has no compulsory retirement age for its officers or employees.
Each officer or employee who has attained 65 years of age and who, for the
two-year period immediately before attaining such age, has been employed in a
"bona fide executive" or a "high policy-making" position as those terms are used
and defined in the Age Discrimination in Employment Act, Section 12(c), and the
regulations relating to that section prescribed by the Equal Employment
Opportunity Commission, all as amended from time to time (collectively, the
"ADEA"), shall automatically be terminated by way of compulsory retirement and
his or her salary discontinued on the first day of the month coincident with or
immediately following the 65th birthday, provided such employee is entitled to
an immediate nonforfeitable annual retirement benefit, as specified in the ADEA,
in the aggregate amount of at least $44,000. Notwithstanding the prior sentence,
the Board of Directors, in its discretion, may continue any such officer or
employee in service and designate the capacity in which he or she shall serve,
and shall fix the remuneration he or she shall receive. The Board of Directors
may also re-employ any former officer who had theretofore been retired.
ARTICLE EIGHT
EXECUTION OF DOCUMENTS
8.1 Definition of "Document." For purposes of this Article Eight of the
Bylaws, the term "document" shall mean a document of any type, including, but
not limited to, an agreement, contract, instrument, power of attorney,
endorsement, assignment, transfer, stock or bond power, deed, mortgage, deed of
trust, lease, indenture, conveyance, proxy, waiver, consent, certificate,
declaration, receipt, discharge, release, satisfaction, settlement, schedule,
account, affidavit, security, bill, acceptance, bond, undertaking, check, note
or other evidence of indebtedness, draft, guaranty, letter of credit, and order.
8.2 Execution of Documents. Except as expressly provided in Section 5.1 of
these Bylaws (with respect to signatures on certificates representing shares of
stock of the Corporation), the Chairman of the Board, the Chief Executive
Officer, the President, any Vice Chairman, any Senior Executive Vice President,
any Executive Vice President, any Senior Vice President, any Vice President, the
Chief Financial Officer, the Chief Credit Officer, the General Counsel, the
Executive Vice President-Corporate and Employee Services, the President-Retail
Financial Services, the President-Business Financial Services, the Executive
Vice President-Risk Management, the Executive Vice President-Interest Rate Risk
Manager, the Executive Vice President-Product Management and Delivery Services,
the Controller, the Treasurer, the Secretary, and any other officer, or any of
them acting individually, may (i) execute and deliver in the name and on behalf
of the Corporation or in the name and on behalf of any division or department of
the Corporation any document pertaining to the business, affairs, or property of
the Corporation or any division or department of the Corporation, and (ii)
delegate to any other officer, employee or agent of the Corporation the power to
execute and deliver any such document.
8.3 Method of Execution by Secretary. Unless otherwise required by law, the
signature of the Secretary on any document may be a facsimile.
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ARTICLE NINE
EMERGENCY BYLAWS
9.1 Definition of "Emergency." The provisions of this Article Nine shall be
effective only during an "emergency." An "emergency" shall be deemed to exist
whenever any two of the officers identified in Section 9.2 of these Bylaws in
good faith determine that a quorum of the directors cannot readily be assembled
because of a catastrophic event.
9.2 Notice of Meeting. A meeting of the Board of Directors may be called by
any one director or by any one of the following officers: Chairman of the Board,
Chief Executive Officer, President, any Vice Chairman, any Senior Executive Vice
President, any Executive Vice President, Chief Credit Officer, Chief Financial
Officer, Controller, General Counsel, Executive Vice President-Risk Management,
Executive Vice President-Corporate and Employee Services, President-Business
Financial Services, President-Retail Financial Services, Executive Vice
President-Interest Rate Risk Manager, Executive Vice President-Product
Management and Delivery Services, or Secretary. Notice of such meeting need be
given only to those directors whom it is practical to reach by any means the
person calling the meeting deems feasible, including, but not limited to, by
publication and radio. Such notice shall be given at least two hours prior to
commencement of the meeting.
9.3 Quorum and Substitute Directors. If a quorum has not been obtained,
then one or more officers of the Corporation or the Bank present at the
emergency meeting of the Board of Directors, as are necessary to achieve a
quorum, shall be considered to be substitute directors for purposes of the
meeting, and shall serve in order of rank, and within the same rank in order of
seniority determined by hire date by the Corporation, the Bank or any of their
subsidiaries. In the event that less than a quorum of the directors (including
any officers who serve as substitute directors for the meeting) are present,
those directors present (including such officers serving as substitute
directors) shall constitute a quorum.
9.4 Action at Meeting. The Board as constituted pursuant to Section 9.3 and
after notice has been provided pursuant to Section 9.2 may take any of the
following actions: (i) prescribe emergency powers of the Corporation, (ii)
delegate to any officer or director any of the powers of the Board of Directors,
(iii) designate lines of succession of officers and agents in the event that any
of them are unable to discharge their duties, (iv) relocate the principal office
or designate alternative or multiple principal offices, and (v) take any other
action that is convenient, helpful, or necessary to carry on the business of the
Corporation.
9.5 Effectiveness of Non-emergency Bylaws. All provisions of these Bylaws
not contained in this Article Nine, which are consistent with the emergency
bylaws contained in Article Nine, shall remain effective during the emergency.
9.6 Termination of Emergency. Any emergency causing this Article Nine to
become operative shall be deemed to be terminated whenever either of the
following conditions is met: (i) the directors and any substitute directors
determine by a majority vote at a meeting that the emergency is over or (ii) a
majority of the directors elected pursuant to the provisions of these Bylaws
other than this Article Nine hold a meeting and determine that the emergency is
over.
9.7 Action Taken in Good Faith. Any corporate action taken in good faith in
accordance with the provisions of this Article Nine binds the Corporation and
may not be used to impose liability on any director, substitute director,
officer, employee or agent of the Corporation.
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ARTICLE TEN
MISCELLANEOUS PROVISIONS
10.1 Fiscal Year. The Board of Directors of the Corporation shall have
authority from time to time to determine whether the Corporation shall operate
upon a calendar year basis or upon a fiscal year basis, and if the latter, said
Board of Directors shall have power to determine when the said fiscal year shall
begin and end.
10.2 Dividends. Dividends on the capital stock of the Corporation may be
declared by the Board of Directors at any regular or special meeting pursuant to
law. Before payment of any dividend, there may be set aside out of any funds of
the Corporation available for dividends such sum or sums as the directors from
time to time, in their absolute discretion, think proper as a reserve fund to
meet contingencies, or for equalizing dividends or for repairing or maintaining
any property of the Corporation, or for such other purposes as the directors
shall think conducive to the interest of the Corporation.
10.3 Seal. This Corporation shall have a Corporate Seal which shall consist
of an imprint of the name of the Corporation, the state of its incorporation,
the year of incorporation and the words "Corporate Seal." The Corporate Seal
shall not be required to establish the validity or authenticity of any document
executed in the name and on behalf of the Corporation.
10.4 Notices. Whenever notice is required to be given to any director,
officer or shareholder under any of the provisions of the law, the Charter, or
these Bylaws (except for notice required by Sections 2.8 and 3.6 of these
Bylaws), it shall not be construed to require personal notice, but such notice
may be given in writing by depositing the same in the United States mail,
postage prepaid, or by telegram, teletype, facsimile transmission or other form
of wire, wireless, or other electronic communication or by private carrier
addressed to such shareholder at such address as appears on the Corporation's
current record of shareholders, and addressed to such director or officer at
such address as appears on the records of the Corporation. If mailed as provided
above, notice to a shareholder shall be deemed to be effective at the time when
it is deposited in the mail.
10.5 Bylaw Amendments. The Board of Directors shall have power to make,
amend and repeal the Bylaws or any Bylaw of the Corporation by vote of not less
than a majority of the directors then in office, at any regular or special
meeting of the Board of Directors. The shareholders may make, amend and repeal
the Bylaws or any Bylaw of this Corporation at any annual meeting or at a
special meeting called for that purpose only by the affirmative vote of the
holders of at least eighty percent (80%) of the voting power of all outstanding
voting stock, and all Bylaws made by the directors may be amended or repealed by
the shareholders only by the vote of the holders of at least eighty percent
(80%) of the voting power of all outstanding voting stock. Without further
authorization, at any time the Bylaws are amended, the Secretary is authorized
to restate the Bylaws to reflect such amendment, and the Bylaws, as so restated,
shall be the Bylaws of the Corporation.
10.6 Authority to Vote Shares. The Chief Executive Officer,
President-Retail Financial Services, and President-Business Financial Services,
or the designee or designees of them or any of them, are authorized, jointly or
severally, to vote all shares (or other indicia of ownership) beneficially owned
by the Company for any purposes and to take any action on behalf of the Company
that is required to be taken by the Company as a shareholder or other beneficial
owner of any entity whose shares (or other indicia of ownership) are
beneficially owned by the Company, which they, or any of them, deem appropriate
at meetings, annual or special, or without a meeting.
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