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EXHIBIT 3.2
AMENDED AND RESTATED BY-LAWS
OF
TRI CITY BANKSHARES CORPORATION
ARTICLE I. OFFICES
SECTION I. Principal Office. The principal office of the corporation in
the State of Wisconsin shall be located in the City of Oak Creek, County of
Milwaukee. The corporation may have such other offices, either within or without
the State of Wisconsin, as the Board of Directors may determine or as the
business of the corporation may require from time to time.
SECTION 2. Registered Office. The registered office of the corporation
required by the Wisconsin Business Corporation Law to be maintained in the State
of Wisconsin may be, but need not be, identical with the principal office in the
State of Wisconsin, and the address of the registered office may be changed from
time to time by the Board of Directors.
ARTICLE II. SHAREHOLDERS' MEETINGS
SECTION I. Annual Meeting. The annual meeting of the shareholders shall
be held on such day in April and at such time and place as the Chairman of the
Board (if the Board of Directors have elected one) shall direct, and if he does
not act, as the President shall direct, and if he does not act, as the directors
shall determine, for the purpose of electing directors and for the transaction
of such other business as may come before the meeting. If the day fixed for the
annual meeting of the shareholders shall be a legal holiday in the State of
Wisconsin, such meeting shall be held on the next succeeding business day. If
the election of directors shall not be held on the day designated for any annual
meeting of the shareholders, or at any adjournment thereof, the Board of
Directors shall cause the election to be held at a special meeting of the
shareholders as soon thereafter as convenient.
SECTION 2. Special Meetings. Special meetings of the shareholders, for
any purpose or purposes, unless otherwise pre-scribed by statute, may be called
by the President, Board of Directors or Chairman of the Board (if the Board of
Directors have elected one), and shall be called by the President at the request
of the holders of not less than l/l0th of all of the outstanding shares of the
corporation entitled to vote at the meeting.
SECTION 3. Place of Meeting. The Board of Directors may designate any
place, either within or without the State of Wisconsin, as the place of meeting
for any annual meeting, or for any special meeting called by the Board of
Directors. A waiver of notice signed by all shareholders entitled to vote at a
meeting may designate any place, either within or without the State of
Wisconsin" as the place for holding such meeting. If no designation is made, or
if a special meeting
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be otherwise called, the place of meeting shall be the office of the corporation
in the State of Wisconsin, but any meeting may be adjourned to reconvene at any
place designated by vote of a majority of shares represented thereat.
SECTION 4. Notice of Meeting. Written notice stating the place, day and
hour of the meeting and, in case of a special meeting, the purpose or purposes
for which the meeting is called, shall be delivered not less than ten nor more
than fifty days before the date of the meeting, either personally or by mail, by
or at the direction of the President, or the Secretary, or the officer or
persons calling the meeting. If mailed, such notice shall be deemed to be
delivered when deposited in the United States mail, addressed to the shareholder
at his address as it appears on the stock record books of the corporation with
postage thereon prepaid.
SECTION 5. Closing of Transfer Books or Fixing of Record Date. For the purpose
of determining shareholders entitled to notice of or to vote at any meeting of
shareholders or any adjournment thereof, or shareholders entitled to receive
payment of any dividend, or in order to make a determination of shareholders for
any other purpose, the Board of Directors of the corporation may provide that
the stock transfer books shall be closed for a stated period not to exceed, in
any case, fifty days. If the stock transfer books shall be closed for the
purpose of determining shareholders entitled to notice of or to vote at a
meeting of shareholders, such books shall be closed for at least ten days
immediately preceding such meeting. In lieu of closing the stock transfer books,
the Board of Directors may fix in advance a date as the record date for any such
determination of shareholders, provided that such date, in any case, shall not
be less than ten days nor more than fifty days prior to the date of the proposed
meeting. If the stock transfer books are not closed and no record date is fixed
for the determination of shareholders entitled to notice of or to vote at a
meeting of shareholders, or shareholders entitled to receive payment of a
dividend, the close of business on the date on which notice of the meeting is
mailed or on the date on which the resolution of the Board of Directors
declaring such dividend is adopted, as the case may be, shall be the record date
for such determination of shareholders. When a determination of shareholders
entitled to vote at any meeting of shareholders has been made as provided in
this section, such determination shall be applied to any adjournment thereof
except where the determination has been made through the closing of the stock
transfer books and the stated period of closing has expired.
SECTION 6. Voting Lists. The officer or agent having charge of the stock
transfer books for shares of the corporation shall, before each meeting of
shareholders, make a complete record of the shareholders entitled to vote at
such meeting or any adjournment thereof, with the address of and the number of
shares held by each. Such record shall be produced and kept open at the time and
place of the meeting and shall be subject to the inspection of any shareholder
during the whole time of the meeting for the purposes of the meeting. The
original stock transfer books shall be prima facie evidence as to who are
shareholders entitled to examine such record or transfer books or to vote at any
meeting of shareholders. Failure to comply with the requirements of this section
will not affect the validity of any action taken at such meeting.
SECTION 7. Quorum. A majority of the outstanding shares of the
corporation entitled to vote, represented in person or by proxy, shall
constitute a quorum at a meeting of shareholders. If a
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quorum is present, the affirmative vote of the majority of the shares
represented at the meeting and entitled to vote on the subject matter shall be
the act of the shareholders unless the vote of a greater number or voting by
classes is required by law or the Articles of Incorporation. Though less than a
quorum of the outstanding shares is represented at a meeting, the majority of
shares so represented may adjourn the meeting from time to time without further
notice. At such adjourned meeting at which a quorum shall be present or
represented, any business may be transacted which might have been transacted at
the meeting according to the original notice thereof. Any meeting at which the
holders of all the outstanding shares are present in person or represented by
proxy or at which the holders of all the outstanding stock have waived notice
shall be deemed a properly constituted meeting of the stockholders.
SECTION 8. Conduct of Meetings. The Chairman of the Board (if the Board of
Directors has elected one), and in his absence, the President, and in their
absence, any person chosen by the shareholders present shall call the meeting of
the stockholders to order and shall act as Chairman of the meeting, and the
Secretary of the corporation shall act as Secretary of all meetings of the
shareholders, but, in the absence of the Secretary, the presiding officer may
appoint any other person to act as Secretary of the meeting.
SECTION 9. Proxies. At all meetings of shareholders, a shareholder
entitled to vote may vote in person or by proxy appointed in writing by the
shareholder or by his duly authorized attorney-in-fact. Such proxy shall be
filed with the Secretary of the corporation before or at the time of the
meeting. No proxy shall be valid after eleven months from the date of its
execution, unless otherwise provided in the proxy. The Board of Directors shall
have the power and authority to make rules establishing presumptions as to the
validity and sufficiency of proxies.
SECTION 10. Voting of Shares. Each outstanding share, regardless of
class, shall be entitled to vote upon each matter submitted to a vote at a
meeting of shareholders, except to the extent that the voting rights of any of
the shares of any class or classes are enlarged, limited or denied by the
Articles of Incorporation.
SECTION 11. Voting of Shares by Certain Holders.
(a) Other Corporations. Shares standing in the name of another
corporation may be voted either in person or by proxy, by the President of such
corporation or any other officer appointed by such President. A proxy executed
by any principal officer of such other corporation or assistant thereto shall be
conclusive evidence of the signor's authority to act, in the absence of express
notice to this corporation, given in writing to the Secretary of this
corporation, of the designation of some other person by the Board of Directors
or the By-Laws of such other corporation.
(b) Legal Representatives and Fiduciaries. Shares held by an
administrator, executor, guardian, conservator, trustee in bankruptcy, receiver,
or assignee for creditors which shares are not standing in the name of such
fiduciary may be voted by him, either in person or by proxy, without a transfer
of such shares into his name provided that there is filed with the Secretary
before or at the time of meeting proper evidence of his encumbancy
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and the number of shares held. Shares standing in the name of a fiduciary may be
voted by him either in person or by proxy. A proxy executed by a fiduciary shall
be conclusive evidence of the signor's authority to execute such proxy, in the
absence of express notice to this corporation, given in writing to the Secretary
of this corporation, that such manner of voting is expressly prohibited or
otherwise directed by the document creating the fiduciary relationship.
(c) Pledgees. A shareholder whose shares are pledged shall be entitled
to vote such shares until the shares have been transferred into the name of the
pledgee, and thereafter the pledgee shall be entitled to vote the shares so
transferred.
(d) Treasury Stock and Subsidiaries. Neither treasury shares, nor
shares held by another corporation if a majority of the shares entitled to vote
for the election of directors of such other corporation is held by this
corporation, shall be voted at any meeting or counted in determining the total
number of outstanding shares entitled to vote, but shares of its own issue held
by this corporation in a fiduciary capacity may be voted and shall be counted in
determining the total number of outstanding shares entitled to vote.
(e) Minors. Shares held by a minor may be voted by such minor in person
or by proxy and no such vote shall be subject to disaffirmance or avoidance,
unless prior to such vote the Secretary of the corporation has received written
notice or has actual knowledge that such shareholder is a minor. If, prior to
any shareholder vote, the Secretary of the corporation has received written
notice or has actual knowledge that shares of stock are held by a minor, then
the shares of stock held by such minor may be voted, in person or by proxy, only
by such minor's parent or legal guardian.
(f) Incompetents and Spendthrifts. Shares held by an incompetent or
spendthrift may be voted by such incompetent or spendthrift in person or by
proxy and no such vote shall be subject to disaffirmance or avoidance, unless
prior to such vote the Secretary of the corporation has actual knowledge that
such shareholder has been adjudicated an incompetent or spendthrift or actual
knowledge of filing of judicial proceedings for appointment of a guardian.
(g) Joint Tenants and Co-Trustees. Shares registered in the names of
two or more persons who are named in the registration as joint tenants or
co-trustees may be voted (i) by proxy signed by all such persons named in the
registration as joint tenants or co-trustees; (ii) by proxy signed by anyone or
more of such persons named in the registration as co-trustees provided there is
filed with the Secretary of the corporation prior to such vote written evidence
that such manner of voting is expressly authorized by the terms of the Trust
Agreement setting forth the duties and powers of the co-trustees; (iii) in
person by joint vote of all such persons named in the registration as joint
tenants or co-trustees; (iv) in person by anyone or more of such persons named
in the registration as joint tenants or co-trustees provided there is filed with
the Secretary of the corporation prior to such vote either (1) a statement in
writing, signed by all such other persons who are named in the registration as
joint tenants or co-trustees and who are not present and voting expressly
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authorizing such manner of voting or (2) written evidence that such manner of
voting is expressly authorized by the terms of the Trust Agreement setting forth
the duties and powers of the co-trustees; (v) in person or by proxy by anyone of
such persons named in the registration as joint tenants if all such other
persons are deceased and the Secretary of the corporation has no actual
knowledge that the survivor has been adjudicated not to be the successor to the
interests of those deceased.
SECTION 12. Waiver of Notice by Shareholders. Whenever any notice
whatever is required to be given to any shareholder of the corporation under the
Articles of Incorporation or By-Laws or any provision of law, a waiver thereof
in writing, signed at any time, whether before or after the time of meeting by
the shareholder entitled to such notice, shall be deemed equivalent to the
giving of such notice; provided that such waiver in respect to any matter of
which notice is required under any provision of the Wisconsin Business
Corporation Law, shall contain the same information as would have been required
to be included in such notice, except the time and place of meeting.
SECTION 13. Unanimous Consent Without Notice. Any action required or
permitted by the Articles of Incorporation or By-Laws or any provision of law to
be taken at a meeting of the shareholders, may be taken without a meeting if a
consent in writing, setting forth the action so taken, shall be signed by all of
the shareholders entitled to vote with respect to the subject matter thereof.
ARTICLE III. BOARD OF DIRECTORS
SECTION I. General Powers and Number. The business and affairs of the
corporation shall be managed by its Board of Directors. The number of directors
of the corporation shall be eleven.
SECTION 2. Tenure and Qualifications. Each director shall hold office
until the next annual meeting of shareholders and until his successor shall have
been elected, except as they may be subject to removal as provided in Section 9
of this Article. Directors need not be residents of the State of Wisconsin or
shareholders of the corporation.
SECTION 3. Regular Meeting. A regular meeting of the Board of Directors
shall be held without other notice than by this By-Law immediately after the
annual meeting of shareholders, and each adjourned session thereof. The place of
such regular meeting shall be the same as the place of the meeting of
shareholders which precedes it, or such other suitable place as may be announced
at such meeting of shareholders. The Board of Directors may provide, by
resolution, the time and place either within or without the State of Wisconsin,
for the holding of additional regular meetings without other notice than such
resolution.
SECTION 4. Special Meetings. Special meetings of the Board of Directors
may be called by or at the request of the Chairman of the Board (if the Board of
Directors has elected one), the President, Secretary or any two directors. The
Chairman of the Board, President or
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Secretary calling any special meeting of the Board of Directors may fix any
place, either within or without the State of Wisconsin, as the place for holding
any special meeting of the Board of Directors called by them, and if no other
place is fixed the place of meeting shall be the principal business office of
the corporation in the State of Wisconsin.
SECTION 5. Notice; Waiver. Notice of each meeting of the Board of
Directors (unless otherwise provided in or pursuant to Article III, Section 3)
shall be given to each director (i) by written notice delivered personally or
mailed or given by telegram to such director at his business address or at such
other address as such director shall have designated in writing filed with the
Secretary in each case not less than 72 hours prior thereto. If mailed, such
notice shall be deemed to be delivered when deposited in the United States mail
so addressed, with postage thereon prepaid. If notice be given by telegram, such
notice shall be deemed to be delivered when the telegram is delivered to the
transmitting agency. Whenever any notice whatever is required to be given to any
director of the corporation under the Articles of Incorporation or By-Laws or
any provision of law, a waiver thereof in writing, signed at any time, whether
before or after the time of meeting, by the director entitled to such notice,
shall be deemed equivalent to the giving of such notice. The attendance of a
director at a meeting shall constitute a waiver of notice of such meeting,
except where a director attends a meeting and objects thereat to the transaction
of any business because the meeting is not lawfully called or convened. Neither
the business to be transacted at, nor the purpose of, any regular or special
meeting of the Board of Directors need be specified in the notice or waiver of
notice of such meeting.
SECTION 6. Quorum. Except as otherwise provided by law or by the
Articles of Incorporation or these By-Laws, a majority of the number of
directors then in office shall constitute a quorum for the transaction of
business at any meeting of the Board of Directors, but a majority of the
directors present (though less than such quorum) may adjourn the meeting from
time to time without further notice.
SECTION 7. Manner of Acting. The act of the 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 act of a greater number is required by law or by the
Articles of Incorporation or these By-Laws.
SECTION 8. Conduct of Meetings. The Chairman of the Board (if the Board
of Directors has elected one), and in his absence, the President, and in his
absence, a Vice President in the order provided under Article IV, Section 8, and
in their absence, any director chosen by the directors present, shall call
meetings of the Board of Directors to order and shall act as Chairman of the
meeting. The Secretary of the corporation shall act as secretary of all meetings
of the Board of Directors, but in the absence of the Secretary, the presiding
officer may appoint any Assistant Secretary or any director or other person
present to act as secretary of the meeting.
SECTION 9. Removal of Director. Any director may be removed from office
by the shareholders, with or without cause, at any time, and another person may
be elected in his place to serve for the remainder of his term, at any special
meeting of the meeting of the
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shareholders called for such purpose by vote of a majority of all the shares of
stock of the corporation then outstanding and entitled to vote at such meeting.
In the event that any vacancy so created shall not be filled by the shareholders
at such meeting, such vacancy may be filled by the directors as provided in
Article III, Section 10, below.
SECTION 10. Vacancies. Any vacancy occurring in the Board of Directors
for any cause other than by reason of an increase in the number of directors may
be filled by a majority vote of the remaining members of the Board of Directors,
although such majority is less than a quorum, and any vacancy occurring by
reason of an increase in the number of directors may be filled by action of a
majority of the entire Board of Directors, provided, however, that if at any
time less than a majority of the directors holding office at that time were
elected by the shareholders, a special meeting of the shareholders shall be held
promptly for the purposes of filling any existing vacancies in the Board of
Directors.
SECTION 11. Compensation. The Board of Directors, by affirmative vote
of a majority of the directors then in office, and irrespective of any personal
interest of any of its members, may establish reasonable compensation of all
directors for services to the corporation as directors, officers or otherwise,
or may delegate such authority to an appropriate committee. The Board of
Directors also shall have authority to provide for or to delegate authority to
an appropriate committee to provide for reasonable pensions, disability or death
benefits, and other benefits or payments, to directors, officers and employees
and to their estates, families, dependents or beneficiaries on account of prior
services rendered by such directors, officers and employees to the corporation.
SECTION 12. Presumption of Assent. A director of the corporation who is
present at a meeting of the Board of Directors or a committee thereof of which
he is a member at which action On any corporate matter is taken shall be
presumed to have assented to the action taken unless his dissent shall be
entered in the minutes of the meeting or unless he files his written dissent to
such action with the person acting as the secretary of the meeting before the
adjournment thereof or forwards such dissent by registered mail to the Secretary
of the corporation immediately after the adjournment of the meeting. Such right
to dissent shall not apply to a director who voted in favor of such action.
SECTION 13. Executive Committee and Other Committees. The Board of
Directors by resolution adopted by the affirmative vote of a majority of the
number of directors then in office may designate an Executive Committee and one
or more other committees, each committee to consist of three or more directors
elected by the Board of Directors. The Executive Committee shall have and may
exercise, when the Board of Directors is not in session, the powers of the Board
of Directors in the management of the business and affairs of the corporation,
provided that in no case shall the Executive Committee or any other committee
act in respect to sale of stock in the Corporation, dividends to shareholders,
election of principal officers or the filling of vacancies in the Board of
Directors, or committees created pursuant to this section. Subject to the
foregoing, the other committees, if any, shall have and may exercise such powers
as may be provided in the resolution of the Board of Directors designating such
committee, as such resolution may from time to time
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be amended and supplemented. The Board of Directors may elect one or more of its
members as alternate members of any such committee who may take the place of any
absent member or members at any meeting of such committee upon request by the
President or upon request by the chairman of such meeting. Each such committee
shall elect a presiding officer from its members, shall fix its own rules
governing the conduct of its activities and shall make such reports to the Board
of Directors of its activities as the Board of Directors may request.
SECTION 14. Unanimous Consent Without Meeting. Any action required or
permitted by the Articles of Incorporation or By-Laws or any provisions of law
to be taken by the Board of Directors or any committee thereof at a meeting or
by resolution may be taken without a meeting if a consent in writing, setting
forth the action so taken, shall be signed by all of the directors or members of
such committee entitled to vote with respect to such action.
ARTICLE IV. OFFICERS
SECTION 1. Principal Officers. The principal officers of the
corporation shall be a President, one or more Vice Presidents, one or more of
whom may be designated Executive Vice President and one or more of them may be
designated Senior Vice President, a Secretary, and a Treasurer, each of whom
shall be elected by the Board of Directors. Such other officers and assistant
officers as may be deemed necessary may be elected or appointed by the Board of
Directors. Any two or more offices may be held by the same person, except the
offices of President and Vice President and President and Secretary. The duties
of the officers shall be those enumerated herein and any further duties
designated by the Board of Directors. The duties herein specified for particular
officers may be transferred to and vested in such other officers as the Board of
Directors shall elect or appoint, from time to time, and for such periods or
without limitation as to time as the Board shall order.
SECTION 2. Election and Term of Office. The officers of the corporation
to be elected by the Board of Directors shall be elected annually by the Board
of Directors at the first meeting of the Board of Directors held after each
annual meeting of the shareholders. If the election of officers shall not be
held at such meeting, such election shall be held as soon thereafter as
conveniently may be. Each officer shall hold office until his successor shall
have been duly elected or until his prior death, resignation or removal.
SECTION 3. Removal. Any officer or agent may be removed by the Board of
Directors whenever in its judgment the best interests of the corporation will be
served thereby, but such removal shall be without prejudice to the contract
rights, if any, of the person so removed. Election or appointment shall not of
itself create contract rights.
SECTION 4. Vacancies. A vacancy in any principal office because of
death, resignation; removal, disqualification or otherwise, shall be filled by
the Board of Directors for the unexpired portion of the term.
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SECTION 5. Chairman of the Board. The Chairman of the Board (if the
Board of Directors has elected one) shall preside at all meetings of the
shareholders and of the Board of Directors and shall have such further and other
authority, responsibility and duties as may "be granted to or imposed upon him
by the Board of Directors, including without limitation, his designation
pursuant to Article IV, Section 7 as chief executive officer of the corporation.
SECTION 6. President. The President, unless the Board of Directors
shall otherwise order pursuant to Article IV, Section 7, shall be the chief
executive officer of the corporation and, subject to the control of the Board of
Directors, shall in general supervise and control all of the business and
affairs of the corporation. He shall, when present, unless the Board shall have
elected a Chairman of the Board of Directors, preside at all meetings of the
shareholders and of the Board of Directors. He shall have authority, subject to
such rules as may be prescribed by the Board of Directors, to appoint such
agents and employees of the corporation as he shall deem necessary, to prescribe
their powers, duties and compensation, and to delegate authority to them. Such
agents and employees shall hold office at the discretion of the President. He
shall have authority to sign, execute and acknowledge, on behalf of the
corporation, all deeds, mortgages, bonds, stock certificates, contracts, leases,
reports and all other documents or instruments necessary or proper to be
executed in the course of the corporation's regular business, or which shall be
authorized by resolution of the Board of Directors; and except as otherwise
provided by law or the Board of Directors, he may authorize any Vice President
or other officer or agent of the corporation to sign, execute and acknowledge
such documents or instruments in his place and stead. In general he shall
perform all duties incident to the office of the chief executive officer and
such other duties as may be prescribed by the Board of Directors from time to
time. In the event the Board of Directors determines not to elect a Chairman of
the Board or in the event of his absence or disability, the resident shall
perform the duties of the Chairman of the Board and when so acting shall have
all the powers of and be subject to all of the duties and restrictions imposed
upon the Chairman of the Board.
SECTION 7. Chairman of the Board as Chief Executive Officer. The Board
of Directors may designate the Chairman of the Board as the chief executive
officer of the corporation. In such event, or in the absence of the President,
the Chairman of the Board shall assume all authority, power, duties and
responsibilities otherwise appointed to the President pursuant to Article IV,
Section 6, and all references to the President in these By-Laws shall be
regarded as references to the Chairman of the Board as such chief executive
officer, except where a contrary meaning is clearly required, and provided that'
in no case shall the Chairman of the Board be empowered in place of the
President to sign the certificates for shares of stock of the corporation.
SECTION 8. Vice Presidents. At the time of election, one or more of the
Vice Presidents may be designated Executive Vice President and one or more of
the Vice Presidents may be designated Senior Vice President. In the absence of
the Chairman of the Board and the President, or in the event of their death,
inability or refusal to act, or in the event for any reason it shall be
impracticable for them to act personally, the Executive Vice President, or
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if more than one, the Executive Vice Presidents in the order designated at the
time of their election, or in the absence of any such designation, then in the
order of their election, or in the event of his or their inability to act then
the Senior Vice President or if more than one, the Senior Vice Presidents in the
order designated at the time of their election, or in the absence of any such
designation then in the order of their election, or in the event of his or their
inability to act, then the other Vice Presidents in the order designated at the
time of their election, or in the absence of any such designation, then in the
order of their election, shall perform the duties of the President and when so
acting shall have all the powers of and be subject to all the restrictions upon
the President. Any Vice President may sign with the Secretary or Assistant
Secretary certificates for shares of) the corporation and shall perform such
other duties as from time to time may be assigned to him by the President or the
Board of Directors.
SECTION 9. Secretary. The Secretary shall: (a) keep the minutes of the
meetings of the shareholders and of the Board of Directors in one or more books
provided for that purpose; (b) see that all notices are duly given in accordance
with the provisions of these By-Laws or as required by law; (c) be custodian of
the corporate records and of the seal of the corporation and see that the seal
of the corporation is affixed to all documents, the execution of which on behalf
of the corporation under its seal is duly authorized; (d) keep or arrange for
the keeping of a register of the post office address of each shareholder which
shall be furnished to the Secretary by such shareholders; (e) sign with the
President, or a vice President, certificates for shares of the corporation, the
issuance of which shall have been authorized by resolution of the Board of
Directors; (f) have general charge of the stock transfer books of the
corporation; and (g) in general perform all duties incident to the office of
Secretary and have such other duties and exercise such authority as from time to
time may be delegated or assigned to him by the President or by the Board of
Directors.
SECTION 10. Treasurer. The Treasurer shall: (a) have charge and custody
of and be responsible for all funds and securities of the corporation; (b)
receive and give receipts for monies due and payable to the corporation from any
source whatsoever, and deposit all such monies in the name of the corporation in
such banks, trust companies or other depositories as shall be selected in
accordance with the provisions of Article V, Section 4; and (c) in general
perform all of the duties incident to the office of Treasurer and have such
other duties and exercise such other authority as from time to time may be
delegated or assigned to him by the President or by the Board of Directors. If
required by the Board of Directors, the Treasurer shall give a bond for the
faithful discharge of his duties in such sum and with such surety or sureties as
the Board of Directors shall determine.
SECTION 11. Assistant Secretaries and Assistant Treasurers. There shall
be such number of Assistant Secretaries and Assistant Treasurers as the Board of
Directors may from time to time authorize. The Assistant Secretaries may sign
with the President or a Vice President certificates for shares of the
corporation, the issuance of which shall have been authorized by a resolution of
the Board of Directors. The Assistant Treasurers shall respectively, if required
by the Board of Directors, give bonds for the faithful discharge of their duties
in such sums and with such sureties as the Board of Directors shall determine.
The Assistant
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Secretaries and Assistant Treasurers, in general, shall perform such duties and
have such authority as shall from time to time be delegated or assigned to them
by the Secretary or the Treasurer, respectively, or by the President or the
Board of Directors.
SECTION 12. Other Assistants and Acting Officers. The Board of
Directors shall have the power to appoint any person to act as assistant to any
officer, or as agent for the corporation in his stead, or to perform the duties
of such officer whenever for any reason it is impracticable for such officer to
act personally and such assistant or acting officer or other agent so appointed
by the Board of Directors shall have the power to perform all the duties of the
office to which he is so appointed to be assistant, or as to which he is so
appointed to act, except as such power may be otherwise defined or restricted by
the Board of Directors.
SECTION 13. Salaries. The salaries of the principal officers shall be
fixed from time to time by the Board of Directors or by a duly authorized
committee thereof, and no officer shall be prevented from receiving such salary
by reason of the fact that he is also a director of the corporation.
ARTICLE V. CONTRACTS, LOANS, CHECKS AND DEPOSITS:
SPECIAL CORPORATE ACTS
SECTION 1. Contracts. The Board of Directors may authorize any officer
or officers, agent or agents, to enter into any contract or execute or deliver
any instrument in the name of and on behalf of the corporation, and such
authorization may be general or confined to specific instances. In the absence
of other designation, all deeds, mortgages and instruments of assignment or
pledge made by the corporation shall be executed in the name of the corporation
by the President or one of the Vice Presidents and by the Secretary, an
Assistant Secretary, the Treasurer or an Assistant Treasurer; the Secretary or
an Assistant Secretary, when necessary or required, shall affix the corporate
seal thereto; and when so executed no other party to such instrument or any
third party shall be required to make any inquiry into the authority of the
signing officer or officers.
SECTION 2. Loans. No indebtedness for borrowed money shall be
contracted on behalf of the corporation and no evidences of such indebtedness
shall be issued in its name unless authorized by or under the authority of a
resolution of the Board of Directors. Such authorization may be general or
confined to specific instances.
SECTION 3. Checks, Drafts, Etc. All checks, drafts or other orders for
the payment of money, notes or other evidence of indebtedness issued in the name
of the corporation, shall be signed by such officer or officers, agent or agents
of the corporation and in such manner, including by means of facsimile
signatures, as shall from time to time be determined by or under the authority
of a resolution of the Board of Directors.
SECTION 4. Deposits. All funds of the corporation not otherwise
employed shall be deposited from time to time to the credit of the corporation
in such banks, trust companies
12
or other depositories as may be selected by or under the authority of a
resolution of the Board of Directors.
SECTION 5. Voting of Securities Owned by this Corporation. Subject
always to the specific directions of the Board of Directors, (a) any shares or
other securities issued by any other corporation and owned or controlled by this
corporation may be voted at any meeting of security holders of such other
corporation by the Chairman of the Board of this corporation if he be present,
or in his absence, the President of this corporation, if he be present, or in
his absence, by any Vice President of this corporation who may be present, and
(b) whenever, in the judgment of the Chairman of the Board, or in his absence,
of the President, or in his absence, of any Vice President, it is desirable for
this corporation to execute a proxy or written consent with respect to any
shares or other securities issued by any other corporation and owned by this
corporation, such proxy or consent shall be executed in the name of this
corporation by the Chairman of the Board, the President or one of the Vice
Presidents of this corporation, without necessity of any authorization by the
Board of Directors, affixation of corporate seal or countersignature or
attestation by another officer. Any person or persons designated in the manner
above stated as the proxy or proxies of this corporation shall have full right,
power and authority to vote the shares or other securities issued by such other
corporation and owned by this corporation the same as such shares or other
securities might be voted by this corporation.
ARTICLE VI. CERTIFICATES FOR SHARES
AND THEIR TRANSFER
SECTION I. Certificates for Shares. Certificates representing shares of
the corporation shall be in such form, consistent with law, as shall be
determined by the Board of Directors. Such certificates shall be signed by the
President or a Vice President and by the Secretary or an Assistant Secretary.
All certificates for shares shall be consecutively numbered or otherwise
identified. The name and address of the person to whom the shares are issued,
with the number of shares and date of issue, shall be entered on the stock
transfer books of the corporation. All certificates surrendered to the
corporation for transfer shall be cancelled and no new certificate shall be
issued until the former certificate for a like number of shares shall have been
surrendered and cancelled, except as provided in Article VI, Section 6.
SECTION 2. Facsimile Signatures and Seal. The seal of the corporation
on any certificates for shares may be a facsimile. The signatures of the
President or Vice President and the Secretary or Assistant Secretary upon a
certificate may be facsimiles if the certificate is countersigned by a transfer
agent, or registered bya registrar, other than the corporation itself or an
employee of the corporation.
SECTION 3. Signature by Former Officers. In case any officer, who has
signed or whose facsimile signature has been placed upon any certificate of
shares, shall have ceased to be such officer before such certificate is issued,
it may be issued by the corporation with the same effect as if he were such
officer at the date of its issue.
13
SECTION 4. Transfer of Shares. Prior to due presentment of a
certificate for shares for registration of transfer the corporation may treat
the registered owner of such shares as the person exclusively entitled to vote,
to receive notifications and otherwise to exercise all the rights and power of
an owner. Where a certificate for shares is presented to the corporation with a
request to register for transfer, the corporation shall not be liable to the
owner or any other person suffering loss as a result of such registration of
transfer if (a) there were on or with the certificate the necessary
endorsements, and (b) the corporation had no duty to inquire into adverse claims
or has discharged any such duty. The corporation may require reasonable
assurance that said endorsements are genuine and effective and in compliance
with such other regulations as may be prescribed under the authority of the
Board of Directors.
SECTION 5. Restrictions on Transfer. The face or reverse side of each
certificate representing shares shall bear a conspicuous notation of any
restriction imposed by the corporation upon the transfer of such shares.
SECTION 6. Lost, Destroyed or Stolen Certificates. While the Owner
claims that his certificate for shares has been lost, destroyed or wrongfully
taken, a new certificate shall be issued in place thereof if the owner (a) so
requests before the corporation has notice that such shares have been acquired
by a bona fide purchaser, and (b) files with the corporation a sufficient
indemnity bond or indemnity agreement in a form satisfactory to the Board of
Directors, and (c) satisfies such other reasonable requirements as the Board of
Directors may prescribe.
SECTION 7. Consideration for Shares. The shares of the corporation may
be issued for such consideration as shall be fixed from time to time by the
Board of Directors, provided that any shares having a par value shall not be
issued for a consideration less than the par value thereof. The consideration to
be paid for shares may be paid in whole or in part, in money, in other property,
tangible or intangible, or in labor or services actually performed for the
corporation. When payment of the consideration for which shares are to be issued
shall have been received by the corporation, such shares shall be deemed to be
fully paid and nonassessable by the corporation. No certificate shall be issued
for any share until such share is fully paid.
SECTION 8. Stock Regulations. The Board of Directors shall have the
power and authority to make all such further rules and regulations not
inconsistent with the statutes of the State of Wisconsin as it may deem
expedient concerning the issue, transfer and registration of certificates
representing shares of the corporation, including the appointment or designation
of one or more stock transfer agents and one or more stock registrars.
ARTICLE VII. OFFICERS AND DIRECTORS; LIABILITY AND INDEMNIFICATION;
TRANSACTIONS WITH CORPORATION
14
SECTION 1. Liability of Directors and Officers. No person shall be
liable to the corporation for any loss or damage suffered by it on account of
any action taken or omitted to be taken by him in good faith as a director or
officer of the corporation, or of any other corporation which he serves as a
director or officer at the request of the corporation, if such person (a)
exercised and used the same degree of care and skill as a prudent man would have
exercised or used under the circumstances in the conduct of his own affairs, or
(b) took or omitted to take such action in reliance upon advice of counsel for
the corporation or upon statements made or information furnished by officers or
employees of the corporation which he had reasonable grounds to believe to be
true. The foregoing shall not be exclusive of other rights and defenses to which
he may be entitled as a matter of law.
SECTION 2. Indemnification of Officers and Directors. The corporation
shall have power to indemnify any person who was or is a party or is threatened
to be made a party to any threatened, pending or completed action or suit or
proceeding, whether civil, criminal, administrative or investigative brought by
any other person or by or in the right of the corporation to procure a judgment
in its favor, by reason of the fact that he is or was a director, officer,
employee or agent of the corporation, or is or was serving at the request of the
corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise against expenses,
including attorneys' fees, actually and reasonably incurred by him in connection
with the defense or settlement of such action or suit if he acted in good faith
and in a manner he reasonably believed to be in or not opposed to the best
interests of the corporation, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was unlawful;
provided, however, that no indemnification shall be made in respect of any
claim, issue or matter arising from any action by or in the right of the
corporation as to which such person shall have been adjudged to be liable for
negligence or misconduct in the performance of his duty to the corporation
unless and only to the extent that the court in which such action or suit was
brought shall determine upon application that, despite the adjudication of
liability, but in view of all circumstances of the case, such person is fairly
and reasonably entitled to indemnity for such expenses which such court shall
deem proper. The termination of any action, suit or proceeding by judgment,
order, settlement, conviction or upon a plea of nolo contendere or its
equivalent, shall not, of itself, create a presumption that the person did not
act in good faith and in a manner which he reasonably believed to be in or not
opposed to the best interests of the corporation, and, with respect to any
criminal action or proceeding, had reasonable cause to believe that his conduct
was unlawful.
To the extent that a director, officer, employee or agent of the
corporation has been successful on the merits or otherwise in defense of any
action, suit or proceeding to which this section is applicable, or in defense of
any claim, issue or matter therein, he shall be indemnified against expenses,
including attorneys' fees, actually and reasonably incurred by him in connection
therewith.
15
Any indemnification under this section, unless ordered by a court,
shall be made by the corporation only as authorized in the specific case upon a
determination that indemnification of the director, officer, employee or agent
is proper in the circumstances because he has met the applicable standard of
conduct set forth in this section. Such determination shall be made (i) by the
Board of Directors by a majority vote of a quorum consisting of directors who
were not parties to such action, suit or proceeding; or (ii) if such a quorum is
not obtainable, or, even if obtainable, a quorum of disinterested directors so
directs, by independent legal counsel in a written opinion; or (iii) by the
shareholders.
Expenses, including attorneys' fees, incurred in defending a civil or
criminal action, suit or proceeding may be paid by the corporation in advance of
the final disposition of such action, suit or proceeding as authorized in the
manner provided in the immediately preceding paragraph upon receipt of an
undertaking by or on behalf of the director, officer, employee or agent to repay
such amount unless it shall ultimately be determined that he is entitled to be
indemnified by the corporation as authorized in this section.
The indemnification provided by this section shall not be deemed
exclusive of any other rights to which those indemnified may be entitled as a
matter of law, or under any agreement, vote of shareholders or disinterested
directors or otherwise, both as to action in his official capacity and as to
action in any other capacity while holding such office, and shall continue as to
a person who has ceased to be a director, officer, employee or agent and shall
inure to the benefit of the heirs, executors and administrators of any such
person.
The corporation shall have the 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 is or was serving at the request of corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against any liability asserted against him
and incurred by him in any such capacity or arising out of his status as such,
whether or not the corporation would have the power to indemnify him against
such liability under this section.
SECTION 3. Transactions with the Corporation. The Board of Directors
may from time to time authorize transactions by officers, directors and
employees with the corporation, and may authorize lending money and granting
credit of the corporation to or for the use of such officers, directors and
employees, provided that the directors who vote for or assent to the making of a
loan to an officer or director of the corporation shall be jointly and severally
liable to the corporation for the amount of such loan until the repayment
thereof, unless such directors shall sustain the burden of proof that such loan
was made for a proper business purpose.
Any contract or other transaction between the corporation and one or
more of its directors, or between the corporation and any firm of which one or
more of its directors are members or employees, or in which they are interested,
or between the corporation and any corporation or association of which one or
more of its directors are shareholders, members, directors, officers or
employees, or in which they are interested, shall be valid for all
16
purposes, not-withstanding the presence of such director or directors at the
meeting of the Board of Directors of the corporation, which acts upon, or in
reference to, such contract or transaction, and not-withstanding his or their
participation in such action, if the fact of such interest shall be disclosed or
known to the Board of Directors and the Board of Directors shall, nevertheless,
authorize, approve and ratify such contract or transaction by a vote of a
majority of the directors present, such interested director or directors to be
counted in determining whether a quorum is present, but not to be counted in
calculating the majority of such quorum necessary to carry such vote. This
section shall not be construed to invalidate any contract or other transaction
which would otherwise be valid under the common and statutory law applicable
thereto.
ARTICLE VIII. SEAL
The Board of Directors shall provide a corporate seal which shall be
circular in form and shall have inscribed thereon the name of the corporation
and the state of incorporation and the words, "Corporate Seal."
ARTICLE IX. AMENDMENTS
SECTION I. By Shareholders. These By-Laws may be altered, amended or
repealed and new By-Laws may be adopted by the shareholders by affirmative vote
of not less than a majority of the shares present or represented at any annual
or special meeting of the shareholders at which a quorum is in attendance.
SECTION 2. By Directors. These By-Laws may also be altered, amended or
repealed and new By-Laws may be adopted by the Board of Directors by affirmative
vote of a majority of the number of directors present at any meeting at which a
quorum is in attendance; but no By-Law adopted by the shareholders shall be
amended or repealed by the Board of Directors if the By-Law so adopted so
provides.
SECTION 3. Implied Amendments. Any action taken or authorized by the
shareholders or by the Board of Directors, which would be inconsistent with the
By-Laws then in effect but is taken or authorized by affirmative vote of not
less than the number of shares or the number of directors required to amend the
By-Laws so that the By-Laws would be consistent with such action, shall be given
the same effect as though the By-Laws had been temporarily amended or suspended
so far, but only so far as is necessary to permit the specific action so taken
or authorized.
17
AMENDMENT TO ARTICLES OF INCORPORATION
OF
TRI CITY BANKSHARES CORPORATION
RESOLUTION ADOPTED
BY
BOARD OF DIRECTORS
OF
TRI CITY BANKSHARES CORPORATION
JULY 14, 1988
BE IT RESOLVED, that the By-Laws of the Corporation be, and they hereby
are, amended by deleting Article VII, which relates to Liability and
Indemnification of Directors and Officers, in its entirety and
inserting in its place the following:
ARTICLE VII LIABILITY AND INDEMNIFICATION OF
DIRECTORS AND OFFICERS
SECTION 7.1. Definitions Applicable to Indemnification and
Insurance Provisions.
(a) "Director or Officer" means any of the following:
(1) A natural person who is or was a Director or Officer of
the corporation.
(2) A natural person who, while a Director or Officer of the
corporation, is or was serving either pursuant to the
corporation's specific request or as a result of the
nature of such person's duties to the corporation as a
Director or Officer, partner, trustee, member of any
governing or decision making committee, of another
corporation or foreign corporation, partnership, joint
venture, trust or other enterprise.
(3) A natural person who, while a Director or Officer of the
corporation, is or was serving an employee benefit plan
because his or her duties to the corporation also impose
duties on, or otherwise involve services by, the person
to the plan or to participants in or beneficiaries of
the plan.
(4) Unless the context requires otherwise, the estate or
personal representative of a Director or Officer.
(b) "Liability" includes the obligation to pay a judgment,
settlement, penalty, assessment, forfeiture or fine, including
an excise tax assessed with respect to an employee benefit
plan, and reasonable expenses.
(c) "Party" includes a natural person who was or is, or who is
threatened to be made, a named defendant or respondent in a
Proceeding.
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SECTION 7.2. Indemnification of Officers and Directors.
(a) The corporation shall indemnify a Director or Officer to the
extent he or she has been successful on the merits or
otherwise in the defense of any threatened, pending or
completed civil, criminal, administrative or investigative
action, suit, arbitration or other proceeding, whether formal
or informal, including but not limited to any act or failure
to act alleged or determined to have been negligent, or to
have violated the Employee Retirement Income Security Act of
1974, which involves foreign, federal, state or local law and
which is brought by or in the right of the corporation or by
any other person or entity (a "Proceeding"), for all
reasonable fees, costs, charges, disbursements, attorney fees
and any other expenses incurred in connection with the
Proceeding (the "Expenses") if such person was a party because
he or she is a Director or Officer. Indemnification under this
subsection (a) shall be made within 10 days of receipt of a
written demand for indemnification.
(b) In cases not included under subsection (a), the corporation
shall indemnify a Director or Officer against Liability and
Expenses incurred by such person in a Proceeding to which such
person was a party because he or she is a Director or Officer,
unless it shall have been proven by final judicial
adjudication that such person breached or failed to perform a
duty owed to the corporation which constitutes:
(1) A willful failure to deal fairly with the corporation or
its shareholders in connection with a matter in which
the Director or Officer has a material conflict of
interest;
(2) A violation of criminal law, unless the Director or
Officer had reasonable cause to believe his or her
conduct was lawful or no reasonable cause to believe his
or her conduct was unlawful;
(3) A transaction from which the Director or Officer derived
an improper personal profit; or
(4) Willful misconduct.
Indemnification required under this subsection (b) shall be made within
30 days of receipt of a written demand for indemnification.
(c) The foregoing notwithstanding, a Director or Officer shall not
be indemnified against expenses, penalties, or other payments
incurred in an administrative proceeding or action instituted
by an appropriate bank regulatory agency which proceeding or
action results in a final order assessing civil money
penalties or requiring affirmative action by the Director or
Officer in the form of payments to the corporation.
19
SECTION 7.3 Determination that Indemnification is Proper.
(a) Unless provided otherwise by a written agreement between the
Director or Officer and the corporation, determination of
whether indemnification is required under Section 7.2 shall be
made by one of the following means selected by the Director or
Officer seeking indemnification:
(1) By a majority vote of a quorum of the board of directors
consisting of directors not at the time Parties to the
same or related Proceedings. If a quorum of
disinterested directors cannot be obtained, by a
majority vote of a committee duly appointed by the board
of directors and consisting solely of 2 or more
directors not at the time parties to the same or related
Proceedings may participate in the designation of
members of the committee;
(2) By independent legal counsel selected by a quorum of the
board of directors or its committee in the manner
prescribed in subsection (1) or, if unable to obtain
such a quorum or committee, by the majority vote of the
full board of directors, including directors who are
Parties to the same or related Proceedings;
(3) By a panel of 3 arbitrators consisting of one arbitrator
selected by those directors entitled under subsection
(2) to select independent counsel, one arbitrator
selected by the Director or Officer seeking
indemnification and one arbitrator selected by the 2
arbitrators previously selected;
(4) By an affirmative vote of a majority of the outstanding
shares. Shares owned by, or voted under the control of,
persons who are at the time Parties to the same or
related Proceedings, whether as plaintiffs or defendants
or in any other capacity, may not be voted in making the
determinations; or
(5) By court order.
(b) The termination of a Proceeding by judgment, order, settlement
or conviction, or upon a plea of no contest or an equivalent
plea, does not, by itself, create a presumption that
indemnification of the of Officer is not required under this
section.
(c) A Director or Officer who seeks indemnification under this
section shall make a written request to the corporation. As a
further pre-condition to any right to receive indemnification,
the writing shall contain a declaration that the corporation
shall have the right to exercise all rights and remedies
available to such Director or Officer against any other
person, corporation, foreign corporation, partnership, joint
venture, trust or other enterprise, arising out of, or related
to, the Proceeding which resulted in the Liability and Expense
for which such Director or Officer is seeking indemnification,
and that the Director or
20
(d) Officer is hereby deemed to have assigned to the corporation
all such rights and remedies.
(e) Indemnification under this section is not required to the
extent if the Director or Officer has previously received
indemnification or allowance of expenses from any person or
entity, including the corporation, in connection with the same
Proceeding.
(f) Upon written request by a Director or Officer who is a Party
to a Proceeding, the corporation shall pay or reimburse his or
her reasonable expenses as incurred if the Director or Officer
provides the corporation with all of the following.
(1) A written affirmation of his or her good faith belief
that he or she has not breached or failed to perform his
or her duties to the corporation; and
(2) A written undertaking, executed personally or on his or
her behalf, to repay the allowance without interest to
the extent that it is ultimately determined by court
order that indemnification under 7.2(b) is prohibited.
The undertaking under this subsection shall be accepted without
reference to the Director's or Officer's ability to repay the
allowance. The undertaking shall be unsecured.
(g) The right to indemnification under this Article may only be
changed by action taken by a majority of the Directors present
at a duly constituted meeting of the Board of Directors at
which a quorum is present. Any reduction in the right to
indemnification may only be prospective from the date of such
vote.
SECTION 7.4 Insurance. The corporation shall have the power to purchase
and maintain insurance on behalf of any person who is a Director or
Officer against any Liability asserted against or incurred by the
individual in any such capacity or arising out of his status as such,
regardless of whether the corporation is required or authorized to
indemnify or allow expenses to the individual under this section.
SECTION 7.5. Severability. If this Article or any portion thereof is
invalidated on any ground by and court of competent jurisdiction, the
Corporation shall indemnify the Director or Officer as to Expenses,
judgments, fines and amounts paid in settlement with respect to any
Proceeding to the full extent permitted by any applicable portion of
this Article that is not invalidated or by any other applicable law.
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APRIL 12, 1990
Article III, Section 1 shall be amended in its entirety to read as
follows:
Section 1. The business and affairs of the Corporation shall be managed by its
Board of Directors. The number of directors shall be not less than 9 nor more
than 20, the exact number of directors to be determined from time to time by
resolution adopted by affirmative vote of a majority of the entire Board of
Directors then in office.
22
JULY 11, 1995
The following resolution was offered by Christ Krantz,
seconded by John M. Rupcich, and unanimously carried.
BE IT RESOLVED, that Article II Section 1 of the Amended and Restated Bylaws of
the Corporation is amended to change the month of the annual meeting from April
to June of each year.