EXHIBIT 3.2
CODE OF REGULATIONS
OF
FARMERS & MERCHANTS BANCORP, INC.
ARTICLE I
SEAL
The Board of Directors may from time to time adopt such seal or seals,
if any, as they deem appropriate for the use of the Corporation in transacting
its business.
ARTICLE II
SHAREHOLDERS
(a) Annual Meeting. The annual meeting of the shareholders shall be
held at the principal office of the Corporation, or at such other place either
within or without the State of Ohio as may be specified in the notice required
under paragraph (c) of this Article not earlier than the second Tuesday of
January nor later than the third Tuesday of April of each year, as shall be
fixed by the Board of Directors, at which time there shall be elected a Board of
Directors to serve until the end of the term to which they are elected and until
their successors are elected and qualified. Any other business may be transacted
at the annual meeting without specific notice of such business being given,
except such business as may require specific notice by law.
(b) Special Meetings. Special meetings of the shareholders may be
called and held as provided by law.
(c) Notice. Notice of each annual or special meeting of the
shareholders shall be given in writing either by the President, any Vice
President, the Secretary, or any Assistant Secretary, not less than ten (10)
days before the meeting. Any shareholder may, at any time, waive any notice
required to be given under these Regulations.
(d) Quorum. The shareholders present in person or by proxy at any
meeting shall constitute a quorum unless a larger proportion is required to take
the action stated in the notice of the meeting, in which case, to constitute a
quorum, there shall be present in person or by proxy the holders of record of
shares entitling them to exercise the voting power required by the Articles of
Incorporation of the Corporation or applicable law to take the action stated.
(e) Order of Business. At all shareholders' meetings the order of
business shall be as follows unless changed by a majority vote:
1. Reading of minutes of previous meeting and acting
thereon;
2. Reports of Directors or Committees;
3. Reports of Officers;
4. Unfinished business;
5. Election of Directors;
6. New or miscellaneous business;
7. Adjournment.
(f) Organization. The President shall preside at all meetings of the
shareholders, but in his absence the shareholders shall elect another officer or
a shareholder to so preside. The Secretary of the Corporation shall act as
Secretary of all meetings of the shareholders, but in the absence of the
Secretary at any meeting of the shareholders, the presiding officer may appoint
any person to act as Secretary of the meeting.
ARTICLE III
DIRECTORS
(a) Number. The Board of Directors shall be composed of not less than
nine (9) nor more than twenty (20) persons, as shall be fixed by the
shareholders in accordance with applicable law, who shall be elected annually in
accordance with the provisions of the Articles of Incorporation by action of the
shareholders. Any Director's office created by the Directors by reason of an
increase in their number may be filled by action of a majority of the Directors
then in office.
The number of Directors fixed in accordance with the immediately
preceding paragraph may also be increased or decreased by the Directors at a
meeting or by action in writing without a meeting, and the number of Directors
as so changed shall be the number of Directors until further changed in
accordance with this Section; provided, that no such decrease in the number of
Directors shall have the effect of shortening the term of any incumbent
Director; and provided, further, that the number of Directors shall not be
increased by the Directors to more than three Directors beyond the number of
Directors as fixed at the most recently held meeting of shareholders called for
the purpose of electing Directors.
(b) Qualifications. Each member of the Board of Directors shall be not
more than sixty-five (65) years of age on the first day of January of the year
prior to his first election. He shall be eligible for continuous re-election
until he attains the age of seventy-two (72) years. The foregoing qualification
relating to age at the time of becoming a Director shall not be applicable to
the first Directors of this corporation; the foregoing qualification relating to
continuous re-election until age 72 shall be applicable to the first Directors
of this corporation.
Any Director upon attaining the age of seventy-two (72) years shall
become and be a Director Emeritus. As such, he shall have the right to attend
meetings of the Board of Directors, but without the right to vote and without
being charged with the responsibilities or subject to the liabilities of the
corporation's Directors.
(c) Vacancies. Vacancies in the Board of Directors shall be filled as
provided by the laws of the State of Ohio then in effect.
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(d) Time of Meeting. The Board of Directors shall meet at the principal
office of the Corporation, at least annually, immediately following the annual
meeting of the shareholders, but the Directors shall have the authority to
change the time and place of their said meeting by the adoption of By-Laws or by
resolution.
(e) Call and Notice. Meetings of the Board of Directors other than the
annual meeting may be called at any time by the President and shall be called by
the President upon the request of two members of the Board. Such meetings may be
held at any place within or without the State of Ohio. Notice of the annual
meeting need not be given and each director shall take notice thereof, but this
provision shall not be held to prevent the giving of notice in such manner as
the Board may determine. The Board shall decide what notice shall be given and
the length of time prior to the meetings that such notice shall be given of all
other meetings. Any meeting at which all of the directors are present shall be a
valid meeting whether notice thereof was given or not and any business may be
transacted at such a meeting.
(f) Presence Through Communications Equipment. Meetings of the Board of
Directors, and meetings of any Committee thereof, may be held through any
communications equipment if all persons participating can hear each other and
participation in a meeting pursuant to this subparagraph (d) shall constitute
presence at such a meeting.
(g) By-Laws. The Board of Directors may adopt By-Laws for their own
government and that of the Corporation provided such By-Laws are not
inconsistent with the Articles of Incorporation or these Regulations.
ARTICLE IV
COMMITTEES
The Board of Directors may, by resolution, designate not less than
three (3) of its number to serve on an Executive Committee or such other
committee or committees as the Board may from time to time constitute. The Board
of Directors may delegate to any such Executive Committee any of the authority
of the Directors, however conferred, other than that of filling vacancies among
the Directors or in any committee of the Directors. The specific duties and
authority of any such committee or committees shall be stated in the resolution
constituting the same.
ARTICLE V
OFFICERS
(a) Number. The officers of the Corporation shall be a President, one
or more Vice Presidents, a Secretary and a Treasurer. Any two or more of the
offices may be held by the same persons, but no officer shall execute,
acknowledge, or verify any instrument in more than one capacity if such
instrument is required to be executed, acknowledged or verified by two or more
officers.
(b) Other Officers. The Board of Directors is authorized in its
discretion to establish the
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offices of Chairman of the Board and Executive Vice President, and shall have
the further power to provide for such other officers, assistant officers and
agents as it shall deem necessary from time to time and may dispense with any of
said offices and agencies at any time.
(c) Election, Term and Removal. At the first meeting of the Board of
Directors after the annual meeting of shareholders, the Board shall select one
of its members by a majority vote to be President of the Corporation. It shall
also select all other officers of the Corporation by a majority vote, but none
of such other officers shall be required to be members of the Board, except the
Chairman of the Board, if that office is established. All officers of the
Corporation shall hold office for one year and until their successors are
elected and qualified.
(d) Vacancies and Absence. If any office shall become vacant by reason
of the death, resignation, disqualification, or removal of the incumbent
thereof, or other cause, the Board of Directors may elect a successor to hold
office for the unexpired term in respect to which such vacancy occurred or was
created. In case of the absence of any officer of the Corporation or for any
reason that the Board of Directors may determine as sufficient, the said Board
may delegate the powers and duties of such officer to any other officer or to
any director, except where otherwise provided by these Regulations or by
statute, for the time being.
ARTICLE VI
DUTIES OF OFFICERS
(a) Chairman of the Board. The Chairman of the Board of Directors, if
the Board establishes such office, shall preside at all meetings of the Board,
appoint all special or other Committees unless otherwise ordered by the Board,
confer with and advise all other officers of the Corporation, and perform such
other duties as may be delegated to him from time to time by the Board.
(b) President. The President shall be the Chief Executive Officer and
active head of the Corporation, and in the recesses of the Board of Directors
and the Executive Committee, if the Board establishes such a committee, shall
have general control and management of all its business and affairs. He shall
make such recommendations to the Board of Directors, or any committees thereof,
as he thinks proper, and he shall bring before said Board such information as
may be required touching the business and property of the Corporation. He shall
perform generally all the duties incident to the office of President, as
required or authorized by law and such as are usually vested in the President of
a similar corporation.
(c) Vice Presidents. The Vice Presidents, including the Executive Vice
President, if the Board establishes such office, shall perform such duties as
may be delegated to them by the Board of Directors, or assigned to them from
time to time by the Board of Directors or the President. The Executive Vice
President, if the Board establishes such office, or the Vice President, or in
the event there shall be more than one Vice President, such Vice President as
may be designated by the Board, shall perform the duties and have the powers of
the President in case of the absence of the latter from his office, and during
such absence such Vice President shall be authorized to exercise all the
functions of the President and shall sign all papers and perform all duties as
acting President.
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(d) Secretary. The Secretary shall keep a record of all proceedings
of the Board of Directors, and of all meetings of shareholders, and shall
perform such other duties as may be assigned to him by the Board of Directors or
the President.
(e) Treasurer. The Treasurer shall have charge of the funds and
accounts of the Corporation. He shall keep proper books of account showing all
receipts, expenditures and disbursements of the Corporation, with vouchers in
support thereof. He shall also from time to time, as required, make reports and
statements to the Directors as to the financial condition of the Corporation,
and submit detailed statements of receipts and disbursements; he shall perform
such other duties as shall be assigned to him from time to time by the Board of
Directors or the President.
(f) Bonds of Officers. The Board of Directors shall determine which
officers, if any, of the Corporation shall give bond, and the terms and amount
thereof, the expense to be paid by the Corporation.
ARTICLE VII
INDEMNIFICATION OF DIRECTORS AND OFFICERS
(a) The Corporation shall indemnify each present and future Director
and Officer, his heirs, executors and administrators, and may indemnify any
employee or agent, and his heirs, executors and administrators, who was or is a
party or is threatened to be made a party to any threatened, pending, or
completed action, suit, or proceeding, whether civil, criminal, administrative,
or investigative, other than an action by or in the right of the Corporation, by
reason of the fact that he is or was such director, officer, employee, or agent
of the Corporation, or is or was serving at the request of the Corporation as a
director, trustee, officer, employee, or agent of another corporation, domestic
or foreign, non-profit or for profit, partnership, joint venture, trust, or
other enterprise, against expenses, including attorneys' fees, judgments, fines,
and amounts paid in settlement actually and reasonably incurred by him in
connection with such action, suit, or proceeding 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. 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, he had
reasonable cause to believe that his conduct was unlawful.
(b) The Corporation shall indemnify each present and future Director
and Officer, his heirs, executors and administrators, and may indemnify any
employee or agent, and his heirs, executors and administrators, who was or is a
party or is threatened to be made a party to any threatened, pending, or
completed action or suit by or in the right of the Corporation to procure
judgment in itS favor by reason of the fact that he is or was such director,
officer, employee, or agent of the Corporation, or is or was serving at the
request of the Corporation as a director, trustee, officer, employee or agent of
another corporation, domestic or foreign, non-profit or for
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profit, partnership, joint venture, trust, or other enterprise, against
expenses, including attorneys' fees, and amounts paid in settlement 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, except that no
indemnification shall be made in respect of any claim, issue, or matter as to
which such person shall have been adjudged to be liable for negligence or
misconduct in the performance of his duty to the Corporation unless and only to
the extent that the Court of Common Pleas or 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 the circumstances of the case, such person is
fairly and reasonably entitled to indemnity for such expenses as the Court of
Common Pleas or such other court shall deem proper.
(c) 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 referred to in divisions (a) and (b) above, or in
defense of any claim, issue, or matter therein, he shall be indemnified by the
Corporation against expenses, including attorneys' fees, actually and reasonably
incurred by him in connection therewith.
(d) Any indemnification under divisions (a) and (b) above, unless
ordered by the court, shall be made by the Corporation only as authorized in the
specific case upon the 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 divisions (a) and (b) above.
Such determination shall be made (i) by a majority vote of a quorum consisting
of directors of the Corporation who were not and are not parties to or
threatened with any such action, suit, or proceeding or (ii) if such a quorum is
not obtainable or if a majority vote of a quorum of disinterested directors so
directs, in a written opinion by independent legal counsel other than an
attorney, or a firm having associated with it an attorney, who has been retained
by or who has performed services for the Corporation or any person to be
indemnified within the past five years, or (iii) by the shareholders, or (iv) by
the Court of Common Pleas or the court in which such action, suit, or proceeding
was brought. If any determination is made hereunder by the directors of the
Corporation or by independent legal counsel in connection with a threatened,
pending or completed action or suit by or in the right of the Corporation, such
determination shall be promptly communicated to the person who threatened or
brought such action or suit after it is made.
(e) Expenses, including attorneys' fees, incurred with respect to any
legal matter may be paid by the Corporation prior to the final disposition
thereof, as authorized by the directors, upon receipt of an undertaking by or on
behalf of the recipient to repay such amount, unless it shall ultimately be
determined that he is entitled to indemnification.
(f) Such indemnification shall not be deemed exclusive of any other
rights to which such Director, Officer, employee or agent may be entitled under
the Articles of Incorporation, these Regulations, any agreement, vote of
shareholders or disinterested directors, or otherwise, both as to action in his
official capacity and as to action in another capacity while holding such
office, and shall continue as to, or be available 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 such a person.
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(g) The Corporation may 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 the Corporation as a
director, trustee, officer, employee, or agent of another corporation, domestic
or foreign, non-profit or for profit, 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.
ARTICLE VIII
STOCK
(a) Certificates of Stock. Each shareholder of this Corporation whose
stock has been fully paid for shall be entitled to a certificate or
certificates, showing the number of shares registered in his name on the books
of the Corporation. Each certificate shall be signed by the Chairman of the
Board or the President or any Vice President and by the Secretary, any Assistant
Secretary, the Treasurer or any Assistant Treasurer. A full record of each
certificate, as issued, shall be entered on the stub thereof.
(b) Transfers of Stock. Shares shall be transferable on the books of
the Corporation by the holders thereof in person or by a duly authorized
attorney upon surrender of the Certificates therefor with duly executed
assignment endorsed thereon or attached thereto. Evidence of authority to
endorse any certificate and to request its transfer shall be produced to the
Corporation. In case of transfer by executors, administrators, guardians or
other legal representatives or fiduciaries, appropriate legal evidence of their
authority to act shall be produced and may be required to be filed with the
Corporation. No transfer shall be made until the stock certificate in question
and such evidence of authority are delivered to the Corporation.
(c) Transfer Agents and Registrars. The Board of Directors may appoint
an agent or agents to keep the records of the shares of the Corporation, or to
transfer or to register shares, or both, in Ohio or any other state and shall
define the duties and liabilities of any such agent or agents.
(d) Lost, Destroyed or Mutilated Certificates. If any certificate of
stock in this Corporation becomes worn, defaced or mutilated, the Directors,
upon production and surrender thereof, may order the same cancelled, and may
issue a new certificate in lieu of the same. If any certificate of stock be lost
or destroyed, a new certificate may be issued upon such terms and under such
regulations as may be adopted by the Board of Directors.
ARTICLE IX
AMENDMENTS
These Regulations, or any of them, may be altered, amended, added to or
repealed as provided by law and the Articles of Incorporation of the
Corporation.
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