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EXHIBIT TO S-4
REGISTRATION STATEMENT
EXHIBIT 3.B
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CODE OF REGULATIONS
OF
DCB FINANCIAL CORP.
ARTICLE 1
Offices
Section 1. Principal Office. The principal office of the Company shall
be at such place in the County of Delaware, Ohio, 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 Ohio, 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 fixing or changing the number of directors
of the Corporation, electing directors and transacting such other business as
may come before the meeting, shall be held at such time 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 the Chairman of the Board of Directors, President, or a
majority of the Board of Directors acting with or without a meeting, or by
shareholders owning, in the aggregate, not less than twenty-five percent (25%)
of the stock of the Corporation.
Section 3. Place of Meetings. Meetings of shareholders shall be held at
the main 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 Ohio
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
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thereof shall be served upon or mailed to each shareholder of record (a) as of
the day next 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.
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
Regulations; 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 the outstanding capital stock,
represented in person or by proxy, shall constitute a quorum at any meeting of
the shareholders, unless otherwise provided by law; but less than a quorum may
adjourn any meeting, from time to time, and a meeting may be held, as
adjourned, without further notice. A majority of the votes cast shall decide
every question or matter submitted to the shareholders at any meeting, unless
otherwise provided by law or by the Articles of Incorporation.
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 appointed by a writing
signed by such shareholder, which need not be sealed, witnessed or
acknowledged.
A telegram, cablegram, wireless message or photogram appearing to have
been transmitted by a shareholder, or a photograph, photostatic facsimile or
equivalent reproduction of a writing appointing a proxy or proxies shall be a
sufficient writing.
No appointment of a proxy shall be valid after the expiration 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.
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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 Regulations, 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 all of the holders of shares who
would be entitled to notice of a meeting of the shareholders held for such
purpose. 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 three (3) nor more than twenty-five (25),
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 vote of
stockholders owning at least 80% of the total outstanding shares of the
Corporation's common stock at an annual meeting or special meeting called for
such purpose, and such exact number shall be fourteen (14) 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 (2) persons in any one
calendar year.
Section 2. Election and Term of Directors. The Board of Directors shall
be divided into three (3) classes, as nearly equal in number as the then total
number of Directors constituting the
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whole Board permits, with the term of office of one class expiring each year.
No decrease in the number of Directors shall shorten the term of any incumbent
Director. At each annual meeting of stockholders, the successors to the class
of Directors whose term shall then expire shall be elected to hold office for a
term expiring at the third succeeding annual meeting.
Section 3. Nominations. Nominations of persons for election to the Board
of the Corporation at a meeting of the Shareholders may be made by or at the
direction of the Board of Directors or may be made at a 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 ninety (90) days prior to the 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.
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Section 4. Vacancies. In case of any vacancy in the Board of Directors,
through death, resignation, disqualification, newly created directorships
resulting from an increase in the number of Directors then in office, or other
cause, the remaining Directors, by an affirmative vote of a majority thereof,
although less than a quorum, 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. No Director may be removed except upon the
affirmative vote of the holders of not less than 75% of the issued and
outstanding shares qualified to vote at a meeting for the election of
Directors; provided, however, that if the Corporation shall be subject to the
right of shareholders to cumulate shares for voting in the election of
Directors, a Director may not be removed if the number of shares voted against
his removal would be sufficient, if voted cumulatively, to elect such Director
at a meeting called for such purpose. A Director also may be removed upon
action of the Board of Directors for the reasons provided by the Ohio Revised
Code.
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, or within sixty (60) days thereafter, 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.
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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 telegraph, cable, radio or wireless, 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 telegraph, cable, radio, wireless, or 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 Ohio, 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.
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Section 5. Bylaws. For the government of its actions, the Board of
Directors may adopt bylaws consistent with the Articles of Incorporation and
these Regulations.
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 a Vice Chairman of the Board of Directors. If no such
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. The
President and the Chairman of the Board 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 reorganization meeting of the Board of
Directors following the date of 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.
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ARTICLE VII
Duties of Officers
Section 1. Chairman of the Board. The Chairman of the Board, if one be
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 be elected, shall preside at all 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 or if a Chairman of the Board shall
not have been elected or 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 regulations 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
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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,
the Executive Committee 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, the
Executive Committee or the President.
Section 7. Assistant and Subordinate Officers. The Board of Directors
may appoint 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, or any of them, of such officer to any other officer, or to
any director.
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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. When such a certificate
is countersigned by an incorporated transfer agent or registrar, the signature
of any of said officers of the Corporation may be a facsimile, or engraved,
stamped or printed. 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.
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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
Amendments
These Regulations may be amended or repealed at any meeting of
shareholders called for that purpose by the affirmative vote of the holders of
record of shares entitling them to exercise a majority of the voting power on
such proposal or, without a meeting, by the written consent of the holders of
record of shares entitling them to exercise two-thirds (2/3) of the voting
power on such proposal.