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EXHIBIT 3.2
Bylaws of MBT Financial Corp.
ARTICLE I
Offices
Section 1. Principal Office. The principal office of the Corporation shall be at
such place in the County of Monroe, State of Michigan, as may be designated from
time to time by the Board of Directors.
Section 2. Other Offices. The Corporation shall also have offices at such other
places without, as well as within, the State of Michigan, as the Board of
Directors may from time to time determine.
ARTICLE II
Meetings of Shareholders
Section 1. Annual Meeting. The annual meeting of the shareholders of this
Corporation for the purpose of electing directors and transacting such other
business as may come before the meeting, shall be held on the first Thursday of
April in each year at such hour as may be designated on the call of said
meeting, or on such other date as may be fixed by the Board of Directors by
resolution from time to time.
Section 2. Special Meetings. Special meetings of the shareholders may be called
at any time by a majority of the Board of Directors acting with or without a
meeting, or by shareholders owning, in the aggregate, not less than ten percent
(10%) of the outstanding stock of the Corporation.
Section 3. Place of Meetings. Meetings of shareholders shall be held at the
principal office of the Corporation unless the Board of Directors decides that a
meeting shall be held at some other place within or without the State of
Michigan and causes the notices thereof to so state.
Section 4. Notice of Meetings. Unless waived, a written, printed, or typewritten
notice of each annual or special meeting stating the day, hour, place and the
purpose or purposes thereof shall be served upon or mailed to each shareholder
of record (a) as of the day preceding the day on which notice is given or (b) if
a record date therefor is duly fixed, of record as of said date. Notice of such
meeting shall be mailed, postage prepaid, at least ten (10) days prior to the
date thereof. If mailed, it shall be directed to a shareholder at his address as
the name appears upon the records of the Corporation.
At an annual or special meeting of the shareholders, only such business shall be
conducted as shall have been properly brought before the meeting. To be properly
brought before the meeting, business must be: (i) specified in the notice of
meeting (or any supplement thereto) given by or at the direction of the Board of
Directors or, with respect to a special meeting, in the notice of meeting called
by shareholders in accordance with these Bylaws, (ii) properly brought before
the meeting by or at the direction of the Board of Directors, or (iii) properly
brought before an annual meeting by a shareholder. For business to be properly
brought before an annual meeting 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 thirty (30)
days prior to the meeting; provided, however, that in the event that less than
forty (40) days' notice or prior public disclosure of the date of the meeting is
given or made to shareholders, notice by the shareholder to be timely must be so
received not later than the close of business on the 10th day
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following the day on which such notice of the date of the annual meeting was
mailed or 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 the annual meeting : (w) a brief description of the business desired to
be brought before the annual meeting, (x) the name and address, as they appear
on the Corporation's books, of the shareholder proposing such business, (y) the
class and number of shares of the Corporation which are beneficially owned by
the shareholder, and (z) any material interest of the shareholder in such
business. Notwithstanding anything in the Bylaws to the contrary, no business
shall be conducted at an annual meeting except in accordance with the procedures
set forth in this Section 4 or as required by law. The chairperson of an annual
meeting shall, if the facts warrant, determine and declare to the meeting that
business was not properly brought before the meeting and in accordance with the
provisions of this Section 4, and if he or she should so determine, he or she
shall so declare to the meeting and any such business not properly brought
before the meeting shall not be transacted.
Section 5. Waiver of Notice. Any shareholder, either before or after any
meeting, may waive any notice required to be given by law or under these Bylaws;
and whenever all of the shareholders entitled to vote shall meet in person or by
proxy and consent to holding a meeting, it shall be valid for all purposes
without call or notice, and at such meeting any action may be taken.
Section 6. Quorum. A majority of all of the shares of the outstanding capital
stock entitled to vote at the meeting, represented in person or by proxy, shall
constitute a quorum at any meeting of the shareholders, unless otherwise
provided by law; but the chairperson of the meeting or the holders of a majority
of the shares of stock entitled to vote who are present, in person or by proxy,
may adjourn the meeting to another place, date or time, whether or not there is
such a quorum..
Section 7. Proxies. Any shareholder of record who is entitled to attend a
shareholders' meeting, or to vote thereat or to assent or give consents in
writing, shall be entitled to be represented at such meetings or to vote thereat
or to assent or give consent in writing, as the case may be, or to exercise any
other of his rights, by proxy or proxies. Any proxy authorized as permitted by
the Michigan Business Corporation Act shall be valid.
No appointment of a proxy shall be valid after the expiration of eleven (11)
months after it is made, unless the writing specifies the date on which it is to
expire or the length of time it is to continue in force.
Section 8. Voting. At any meeting of the shareholders, each shareholder of the
Corporation shall, except as otherwise provided by law or by the Articles of
Incorporation or by these Bylaws, be entitled to one (1) vote in person or by
proxy for each share of the Corporation registered in his name on the books of
the Corporation: (a) on the record date for the determination of shareholders
entitled to vote at such meeting, notwithstanding the prior or subsequent sale,
or other disposal of such share or shares or transfer of the same on the books
of the Corporation on or after the record date; or (b) if no such record date
shall have been fixed, then at the time of such meeting.
Section 9. Action Without Meeting. Any action which may be authorized or taken
at any meeting of shareholders may be authorized or taken without a meeting in a
writing or writings signed by shareholders in accordance with the provisions of
the Articles of Incorporation. Such writing or writings shall be filed with or
entered upon the records of the Corporation.
ARTICLE III
Directors
Section 1. Number of Directors. The number of directors constituting the entire
Board shall not be less than five (5) nor more than fifteen (15), the exact
number of directors to be determined from time to time by a majority vote of the
whole Board of Directors of the Corporation, or by a majority vote of
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shareholders at an annual meeting or special meeting called for such purpose,
and such exact number shall be ten (10) until otherwise so determined; provided,
however, that any increase or decrease in the number of directors resulting from
an action by a majority of the whole Board as herein provided for, shall be
subject to a limitation of two persons in any one calendar year.
Section 2. Election and Term of Directors. Directors shall be elected to hold
office until the next annual meeting and until their successors are elected and
qualified.
Section 3. Nominations. Nominations of persons for election to the Board of
Directors of the Corporation at an annual meeting of the shareholders may be
made by or at the direction of the Board of Directors or may be made at an
annual meeting of shareholders by any shareholder of the Corporation entitled to
vote for the election of directors at the meeting who complies with the notice
procedures set forth in this Section 3 of Article III. Such nominations, other
than those made by or at the direction of the Board, shall be made pursuant to
timely notice in writing to the Secretary of the Corporation. To be timely, a
shareholder's notice shall be delivered to or mailed and received at the
principal office of the Corporation not less than thirty (30) days prior to the
meeting; provided, however, that in the event that less than forty (40) days
notice or prior public 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
mailed no later than the close of business on the tenth (10th) day following the
day on which such notice of the date of the meeting was mailed or such public
disclosure was made, whichever first occurs, but in no event shall such timely
notice of shareholder nomination be received by the Secretary of the Corporation
less than seven (7) days prior to the shareholder meeting. Such shareholder's
notice to the Secretary shall set forth (a) as to each person whom the
shareholder proposes to nominate for election or reelection as a director, (i)
the name, age, business address and residence address of the persons, (ii) the
principal occupation or employment of the person, and (iii) the class and number
of shares of capital stock of the Corporation which are beneficially owned by
the person and (b) as to the shareholder giving the notice (i) the name and
record address of the shareholder and (ii) the class and number of shares of
capital stock of the Corporation which are beneficially owned by the
shareholder. The Corporation may require any proposed nominee to furnish such
other information as may reasonably be required by the Corporation to determine
the eligibility of such proposed nominee to serve as director of the
Corporation. No person shall be eligible for election as a director of the
Corporation at a meeting of the shareholders unless nominated in accordance with
the procedures set forth herein. 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 foregoing procedure and the defective nomination shall be
disregarded.
Section 4. Vacancies. In case of any vacancy in the Board of Directors, through
death, resignation, disqualification, or other cause, the remaining directors,
by an affirmative vote of a majority thereof, may elect a successor to hold
office for the unexpired portion of the term of the Director whose place is
vacant until the election and qualification of his successor.
Section 5. Removal. A director may be removed in accordance with the provisions
of the Michigan Business Corporation Act.
ARTICLE IV
Powers, Meeting, and Compensation of Directors
Section 1. Meetings of the Board. A meeting of the Board of Directors shall be
held immediately following the adjournment of each shareholders' meeting at
which directors are elected and notice of such meeting need not be given.
The Board of Directors may, by bylaws or resolution, provide for other meetings
of the Board.
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Special meetings of the Board of Directors may be held at any time upon call of
the Chairman of the Board of Directors, President, Executive Vice President (if
one is appointed and serving at such time), Senior Vice President (if one is
appointed and serving at such time), or any two (2) members of the Board.
Notice of any special meeting of the Board of Directors shall be mailed to each
director, addressed to him at his residence or usual place of business, at least
two (2) days before the day on which the meeting is to be held, or shall be sent
to him at such place by telecopy, or be given personally or by telephone, not
later than the day before the day on which the meeting is to be held. Every such
notice shall state the time and place of the meeting but need not state the
purposes thereof. Notice of any meeting of the Board need not be given to any
director, however, if waived by him in writing or by telephonic communication
whether before or after such meeting is held, or if he shall be present at such
meeting; and any meeting of the Board shall be a legal meeting without any
notice thereof having been given, if all the directors shall be present thereat.
Meetings of the Board shall be held at the office of the Corporation, or at such
other place, within or without the State of Michigan, as the Board may determine
from time to time and as may be specified in the notice thereof. Meetings of the
Board of Directors may also be held by the utilization of simultaneous
telephonic communications linking all directors present at such meetings, and
all such business conducted via such telephonic communication shall be
considered legally enforceable by the Corporation.
Section 2. Quorum. A majority of the Board of Directors serving in such capacity
shall constitute a quorum for the transaction of business, provided that
whenever less than a quorum is present at the time and place appointed for any
meeting of the Board, a majority of those present may adjourn the meeting from
time to time, without notice other than by announcement at the meeting, until a
quorum shall be present.
Section 3. Action without Meeting. Any action may be authorized or taken without
a meeting in a writing or writings signed by all the directors, which writing or
writings shall be filed with or entered upon the records of the Corporation.
Section 4. Compensation. The directors shall receive compensation for their
services in an amount fixed by resolution of the Board of Directors.
ARTICLE V
Committees
Section 1. Committees. The Board of Directors may by resolution provide such
standing or special committees as it deems desirable, and discontinue the same
at its pleasure. Each such committee shall have such powers and perform such
duties, not inconsistent with law, as may be delegated to it by the Board of
Directors. Vacancies in such committees may be filled by the Board of Directors.
ARTICLE VI
Officers
Section 1. General Provisions. The Board of Directors shall elect a President,
such number of Vice Presidents as the Board may from time to time determine, a
Secretary and Treasurer, and, in its discretion, a Chairman of the Board of
Directors and any number of Vice Chairmen of the Board of Directors. If no
Chairman of the Board is elected by the Board of Directors, the President of the
Corporation shall act as presiding officer of the Corporation. The Board of
Directors may from time to
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time create such offices and appoint such other officers, subordinate officers
and assistant officers as it may determine. The President, the Chairman of the
Board and any Vice Chairman shall be, but the other officers need not be, chosen
from among the members of the Board of Directors.
Section 2. Terms of Office. The officers of the Corporation shall hold office at
the pleasure of the Board of Directors and, unless sooner removed by the Board
of Directors, until the regular meeting of the Board of Directors immediately
following their election and until their successors are chosen and qualified.
A vacancy in any office, however created, may be filled by the Board of
Directors.
ARTICLE VII
Duties of Officers
Section 1. Chairman of the Board. The Chairman of the Board, if one is elected,
shall preside at all meetings of the shareholders and Board of Directors and
shall have such other powers and duties as may be prescribed by the Board of
Directors or by law.
Section 2. Vice Chairman of the Board. The Vice Chairman of the Board, if one is
elected, shall preside at all meetings of the shareholders and the Board of
Directors, in the absence of the Chairman of the Board. If more than one Vice
Chairman is elected, the Vice Chairman designated by the Board shall preside at
meetings of the shareholders and the Board of Directors, in the absence of the
Chairman of the Board. The Vice Chairman shall have such powers and duties as
may be prescribed by the Board of Directors, or prescribed by the Chairman of
the Board, or by law.
Section 3. President. The President shall be the chief executive officer of the
Corporation and shall exercise supervision over the business of the Corporation
and over its several officers, subject, however, to the control of the Board of
Directors. In the absence of a Chairman of the Board or if a Chairman of the
Board shall not have been elected and a Vice Chairman shall not have been
elected, the President shall preside at meetings of the shareholders and Board
of Directors. He shall have authority to sign all certificates for shares and
all deeds, mortgages, bonds, contracts, notes and other instruments requiring
his signature; and shall have all the powers and duties prescribed by law and
such others as the Board of Directors may from time to time assign to him.
Section 4. Vice Presidents. The Vice Presidents shall perform such duties as are
conferred upon them by these Bylaws or as may from time to time be assigned to
them by the Board of Directors, the Chairman of the Board or the President. At
the request of the President, or in his absence or disability, the Vice
President, designated by the President (or in the absence of such designation,
the Vice President designated by the Board), shall perform all the duties of the
President, and when so acting, shall have all the powers of the President. The
authority of Vice Presidents to sign in the name of the Corporation all
certificates for shares and authorized deeds, mortgages, bonds, contracts, notes
and other instruments, shall be coordinated with like authority of the
President. Any one or more of the Vice Presidents may be designated as an
"Executive Vice President" or a "Senior Vice President."
Section 5. The Secretary. The Secretary shall issue notices of all meetings for
which notice shall be required to be given, shall keep the minutes of all
meetings, shall have charge of the corporate seal, if any, and corporate record
books, shall cause to be prepared for each meeting of shareholders the list of
shareholders entitled to vote thereat, and shall have such other duties and
powers as may be assigned to or vested in him by the Board of Directors or the
President.
Section 6. The Treasurer. The Treasurer shall have the custody of all moneys and
securities of the Corporation and shall keep adequate and correct accounts of
the Corporation's business transactions, including accounts of its assets,
liabilities, receipts, disbursements, gains, losses, stated capital and
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shares. The funds of the Corporation shall be deposited in the name of the
Corporation by the Treasurer in such depositories as the Board of Directors may
from time to time designate. The Treasurer shall have such other duties and
powers as may be assigned to or vested in him by the Board of Directors or the
President.
Section 7. Assistant and Subordinate Officers. The Board of Directors may elect
such assistant and subordinate officers as it may deem desirable. Each such
officer shall hold office during the pleasure of the Board of Directors and
perform such duties as the Board of Directors may prescribe.
The Board of Directors may, from time to time, authorize any officers to appoint
and remove assistant and subordinate officers, to prescribe their authority and
duties, and to fix their compensation.
Section 8. Duties of Officers May be Delegated. In the absence of any officer of
the Corporation, or for any other reason the Board of Directors may deem
sufficient, the Board of Directors may delegate, for the time being, the powers
or duties, of such officer to any other officer, or to any director.
ARTICLE VIII
Certificates for Shares
Section 1. Form and Execution. Certificates for shares shall be issued to each
shareholder in such form as shall be approved by the Board of Directors. Such
certificates shall be signed by the Chairman of the Board of Directors or the
President or a Vice President and by the Secretary of the Corporation, which
certificates shall certify the number and class of shares held by the
shareholder in the Corporation, but no certificates for shares shall be
delivered until such shares are fully paid. Any or all of the signatures on the
certificate may be a facsimile. Although any officer of the Corporation whose
manual or facsimile signature is affixed to a share certificate shall cease to
be such officer before the certificate is delivered, such certificate,
nevertheless, shall be effective in all respects when delivered.
Such certificate for shares shall be transferable in person or by attorney, but,
except as hereinafter provided in the case of lost, mutilated or destroyed
certificates, no transfers of shares shall be entered upon the records of the
Corporation until the previous certificates, if any, given for the same shall
have been surrendered and canceled.
Section 2. Lost, Mutilated or Destroyed Certificates. If any certificate for
shares is lost, mutilated or destroyed, the Board of Directors may authorize the
issuance of a new certificate in place thereof, upon such terms and conditions
as it may deem advisable. The Board of Directors in its discretion may refuse to
issue such new certificates until the Corporation has been indemnified by a
final order or decree of a court of competent jurisdiction and may, in its sole
discretion, require a bond prior to issuance of any such new certificate.
ARTICLE IX
Fiscal Year
The fiscal year of the Corporation shall end on the 31st day of December in each
year, or on such other day as may be fixed from time to time by the Board of
Directors.
ARTICLE X
Indemnification
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Section 1. Indemnification Contracts. In addition to the indemnification rights
provided by the Restated Articles of Incorporation, the Board of Directors is
authorized to enter into a contract with any director, officer, employee or
agent of the Corporation, or any person serving at the request of the
Corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, including employee
benefit plans, and whether for profit or not, providing for indemnification
rights to the fullest extent permitted by the Business Corporation Act of
Michigan, as the same now exists or may hereafter be amended.
Section 2. Insurance. The Corporation shall maintain insurance to the extent
that it is reasonably available and the premium costs are not disproportionate
to the amount of coverage provided, at its expense, to protect itself and any
such director or officer of the Corporation or another corporation, partnership,
joint venture, trust or other enterprise against any such expense, liability or
loss, whether or not the Corporation would have the power to indemnify such
person against such expense, liability or loss under the Business Corporation
Act of Michigan.
Section 3. Effect of Amendment. Any amendment, repeal or modification of any
provision of this Article X by the shareholders or the directors of the
Corporation shall not adversely affect any right or protection of a director or
officer of the Corporation existing at the time of such amendment, repeal or
modification.
ARTICLE XI
Amendments
These Bylaws may be altered, amended, or repealed by: (a) the action by written
consent of the shareholders in lieu of a meeting; or (b) the action by written
consent of the Board of Directors in lieu of a meeting; or (c) by an affirmative
vote of a majority of the shareholders or directors at a regular meeting or at a
special meeting called for that purpose.