EXHIBIT 3.2
AMENDED AND RESTATED 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 May 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 upon receipt of a request in writing,
stating the purpose or purposes thereof, and signed by shareholders of
record owning a majority of the issued and outstanding voting shares 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, and 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 later
than sixty (60) nor more than ninety (90) days prior to the first
anniversary of the preceding year's annual meeting or, if the date of the
annual meeting is changed by more than twenty (20) days from such
anniversary date, within ten (10) days after the date the Corporation
mails or otherwise gives notice of the date of such meeting. 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 Filling of Vacancies. The Board of
Directors of MBT Financial Corp. shall consist of not less than five (5)
nor more than twelve (12) members, the exact number within such minimum
limits to be fixed and determined from time to time by resolution of a
majority of the Board of Directors. Vacancies occurring in the Board may
be filled for the current year by appointment made by the remaining
Directors; however, when a vacancy reduces the membership of the Board to
less than five in number, the remaining Directors shall forthwith fill
such vacancy in order to maintain a Board of at least five Directors.
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 for the
Board. Nominations for the election of directors may be made by the Board
of Directors or by a shareholder entitled to vote in the election of
directors. A shareholder entitled to vote in the election of directors,
however, may make such a nomination only if written notice of such
shareholder's intent to do so has been given, either by personal delivery
or by United States mail, postage prepaid, and received by the Corporation
(a) with respect to an election to be held at an annual meeting of
shareholders, not later than sixty (60) nor more than ninety (90) days
prior to the first anniversary of the preceding year's annual meeting (or,
if the date of the annual meeting is changed by more than twenty (20) days
from such anniversary date, within ten (10) days after the date the
Corporation mails or otherwise gives notice of the date of such meeting),
and (b) with respect to an election to be held at a special meeting of
shareholders called for that purpose, not later than the close of business
on the tenth (10th) day following the date on which notice of the special
meeting was first mailed to the shareholders by the Corporation. Each
shareholder's notice of intent to make a nomination shall set forth: (i)
the name(s) and address(es) of the shareholder who intends to make the
nomination and of the person or persons to be nominated; (ii) a
representation that the shareholder (a) is a holder of record of stock of
the Corporation entitled to vote at such meeting, (b) will continue to
hold such stock through the date on which the meeting is held, and (c)
intends to appear in person or by proxy at the meeting to nominate the
person or persons specified in the notice; (iii) a description of all
arrangements or understandings between the shareholder and each nominee
and any other person or persons (naming such person or persons) pursuant
to which the nomination is to be made by the shareholder; (iv) such other
information regarding each nominee proposed by such shareholder as would
be required to be included in a proxy statement filed pursuant to
Regulation 14A promulgated under Section 14 of the Securities Exchange Act
of 1934, as amended, as now in effect or hereafter modified; and (v) the
consent of each nominee to serve as a director of the Corporation if so
elected. The Corporation may require any proposed nominee to furnish such
other information as may reasonably be required by the Corporation to
determine the qualifications of such proposed nominee to serve as a
director. No person shall be eligible for election as a director unless
nominated (i) by a shareholder in accordance with the foregoing procedure
or (ii) by the Board of Directors.
Section 4. 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.
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 time create
such offices and appoint such other officers, subordinate officers and
assistant officers as it may determine.
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 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 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 it 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 it 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
Section 1. Indemnification. The Corporation shall provide
indemnification to persons who serve or have served as directors,
officers, employees or agents of the Corporation, and to persons who serve
or have served at the request of the Corporation as directors, officers,
employees, partners or agents of another foreign or domestic corporation,
partnership, joint venture, trust, or other enterprise, whether for profit
or not, to the fullest extent permitted by the Business Corporation Act of
Michigan, as the same now exists or may hereafter be amended. The
Corporation shall indemnify each director of this Corporation, without any
determination of whether the director has met the standard of conduct set
forth in Sections 561 and 562 of the Business Corporation Act of Michigan
and without an evaluation of the reasonableness of expenses and amounts
paid in settlement, to the fullest extent permitted by subsection 564a(5)
of the Business Corporation Act of Michigan or any successor provision of
the Business Corporation Act of Michigan.
Section 2. Indemnification Contracts. In addition to the
indemnification rights provided by the Restated Articles of Incorporation
and these Bylaws, 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 3. 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 4. 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
Control Share Acquisitions
Chapter 7B, Sections 790 through 799, of the Michigan Business
Corporation Act, known as the "Stacey, Bennett and Randall shareholder
equity act", does not apply to control share acquisitions of shares of
this Corporation.
ARTICLE XII
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.