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Exhibit 3.2
BY-LAWS
OF
THE PNC FINANCIAL SERVICES GROUP, INC.
(Effective April 25, 2000)
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Article I. PRINCIPAL OFFICE
The principal office of the Corporation shall be located at One PNC
Plaza, Pittsburgh, Pennsylvania.
Article II. SHAREHOLDERS
1. Annual Meeting
1.1 Time and Place.
An annual meeting of the shareholders for the election of
directors and the transaction of such other business as may properly come before
the meeting shall be held at 11 a.m. on the fourth Tuesday in April of each
year, or on such other date or hour as may be fixed by the Board of Directors.
1.2 Nominations and Other Business.
(a) Nominations for the election of directors and other
proposals for action at an annual meeting of shareholders may be made only (i)
pursuant to the Corporation's notice of such meeting, (ii) by the presiding
officer, (iii) by or at the direction of a majority of the Board of Directors,
or (iv) by one or more shareholders in accordance with applicable rules of the
Securities and Exchange Commission and the provisions of this Section 1.2.
(b) A nomination for the election of a director or a proposal
for action at an annual meeting may be made by a shareholder only if written
notice of such nomination or proposal has been received by the Secretary of the
Corporation at its principal office not later than (i) 90 days prior to such
annual meeting (unless a different date for such notice has been stated in the
Corporation's most recent proxy materials distributed to shareholders), or (ii)
if the annual meeting is to be held on a date other than the fourth Tuesday in
April, the close of business on the tenth day following the first public
disclosure of the date of such meeting. The first public disclosure of the date
of any annual meeting of shareholders shall be when public disclosure of such
meeting date is first made in a filing by the Corporation with the Securities
and Exchange Commission, in any notice given to the New York Stock Exchange, or
in a news release reported by any national news service.
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(c) Each such notice from a shareholder shall set forth: (i)
as to the shareholder giving the notice and the beneficial owner, if any, on
whose behalf the notice is given (A) the name and address of such shareholder
and of such beneficial owner, and (B) the class and number of shares of the
Corporation which are owned of record and beneficially by such shareholder and
such beneficial owner; and (ii) a representation that the shareholder is a
beneficial owner of stock of the Corporation entitled to vote at such meeting
and intends to be present at the meeting in person or by proxy to make such
nomination or proposal.
(d) Each notice of nomination for the election of a director
from a shareholder also shall set forth: (i) the name and address of the person
to be nominated; (ii) a description of all arrangements or understandings
between the shareholder and the nominee and any other person or persons (naming
such person or persons) pursuant to which the nomination is to be made by the
shareholder; (iii) such other information regarding the nominee as would be
required to be included in proxy materials filed under applicable rules of the
Securities and Exchange Commission had the nominee been nominated by the Board
of Directors; and (iv) the written consent of the nominee to serve as a director
of the Corporation if so elected.
(e) Each notice of a proposal for action at an annual meeting
from a shareholder also shall set forth a brief description of the proposal, the
reasons for making such proposal, and any direct or indirect interest of the
shareholder, or any person on whose behalf the shareholder is acting, in making
such proposal.
(f) The presiding officer of the meeting may refuse to permit
any nomination for the election of a director or proposal to be made at an
annual meeting by a shareholder who has not complied with all of the foregoing
procedures.
2. Special Meetings
Special meetings of the shareholders may be called, at any time, only
by the Board of Directors, the Chairman of the Board, the President, or a Vice
Chairman of the Board. Only business brought before the meeting (a) pursuant to
the Corporation's notice of such meeting, (b) by the presiding officer, or (c)
by or at the direction of a majority of the Board of Directors, shall be
conducted at a special meeting of the shareholders.
3. Place of Meetings
Meetings of the shareholders shall be held at the principal office of
the Corporation or at such other place as the Board of Directors may designate.
4. Notice of Meetings
Written notice of every meeting of the shareholders shall be given to
each shareholder of record entitled to vote at the meeting at least five days
prior to the day named for the meeting, unless a greater period of notice is
required by law. The notice shall state the day, time and place
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of such meeting and the general nature of the business to be transacted. Notice
of a meeting may be waived in writing and attendance at a meeting shall itself
constitute a waiver of notice of the meeting.
5. Quorum
The presence, in person or by proxy, of shareholders entitled to cast
at least a majority of the votes which all shareholders are entitled to cast on
the particular matter shall constitute a quorum for the purpose of considering
such matter. At a duly organized meeting, except as may be otherwise specified
in the Articles of Incorporation or provided by law, each matter shall be
decided upon receiving the affirmative vote of a majority of the votes cast by
all shareholders entitled to vote thereon and, if any shareholders are entitled
to vote thereon as a class, upon receiving the affirmative vote of a majority of
the votes cast by the shareholders entitled to vote as a class.
6. Record Date
The Board of Directors may fix a record date not more than ninety days
prior to the date of any meeting of shareholders, or the date fixed for the
payment of any dividend or distribution, or the date for the allotment of rights
or the date when any change or conversion or exchange of shares will be made or
go into effect. Only such shareholders as shall be shareholders of record at the
close of business on the record date shall be entitled to notice of, or to vote
at such meeting or to receive such allotment of rights or to exercise such
rights, as the case may be.
Article III. DIRECTORS
1. Board of Directors
The business and offices of the Corporation shall be managed by the
Board of Directors, which shall consist of not less than five nor more than
thirty-six members as shall be established from time to time by the Board of
Directors.
2. Term of Office
After elected by the shareholders, directors shall hold office until
the next succeeding annual meeting and until their successors shall have been
elected and qualified.
3. Vacancy
Vacancies in the Board of Directors, including vacancies resulting from
an increase in the number of directors, may be filled by a majority of the
remaining directors though less than a quorum, and any director so elected shall
serve until the next annual meeting of the shareholders and until a successor
shall have been elected and qualified.
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4. Organization
As soon as practicable after the annual meeting of shareholders at
which they were elected, the Board of Directors shall meet for the purpose of
electing officers and the transaction of such other business as may be properly
brought before the meeting.
5. Regular Meetings
Regular meetings of the Board of Directors may be held without notice
at such times and at such places as the Board of Directors, by resolution, shall
establish. When a regular meeting falls on a business holiday, it shall be held
on the preceding or next following business day, as the Chief Executive Officer
shall select.
6. Special Meetings
Special meetings of the Board of Directors may be called by the
Chairman of the Board, the President, a Vice Chairman, or at the written request
of any three directors. Notice of special meetings shall be given to each
director personally or in writing, or by telephone, not later than during the
day immediately preceding the day of such meeting and shall include the general
nature of the business to be transacted at the meeting.
7. Quorum
A majority of the directors shall constitute a quorum for the
transaction of business, and the acts of a majority of the directors present at
a meeting at which a quorum is present shall be the acts of the Board of
Directors. One or more directors may participate in a meeting of the Board of
Directors, or in a meeting of a Committee of the Board of Directors by means of
communication facilities enabling all persons participating in the meeting to
hear each other.
8. Action Without a Meeting
Any action which may be taken at a meeting of the Board of Directors
may be taken without a meeting if a written consent or consents setting forth
the action so taken is signed by all the directors and filed with the Secretary
of the Corporation.
9. Compensation of Directors
Directors shall be compensated for their services and reimbursed for
their meeting attendance expenses, in such manner and at such time as the Board
of Directors may determine.
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Article IV. OFFICERS
1. Designation
The officers of the Corporation shall be a Chairman of the Board, a
President, one or more Vice Chairmen, one or more Vice Presidents of whom one or
more may be designated Senior Executive Vice President, Executive Vice President
or Senior Vice President, a Secretary, a Treasurer, a Controller, a General
Auditor and such other officers, as the Board of Directors, the Chairman, the
President, or the Vice Chairman may from time to time designate. The Board of
Directors shall designate from among the Chairman of the Board, President, and
Vice Chairmen, one of those officers to be the Chief Executive Officer. All
officers having the rank of Senior Vice President or higher shall be elected by
the Board of Directors and shall hold office during the pleasure of the Board of
Directors. All other officers shall be appointed by the Chief Executive Officer,
or, in his absence, by such other officer or officers as may be designated by
the Board of Directors, and such appointments shall be reported to the Board of
Directors.
2. Responsibilities of the Senior Officers
2.1 Chief Executive Officer
The Chief Executive Officer of the Corporation shall preside
at all meetings of the shareholders and the Board of Directors, and shall be ex
officio a member of all Committees except the Audit Committee, the Nominating
Committee, and the Personnel and Compensation Committee; subject to the
direction of the Board of Directors, the Chief Executive Officer shall have the
general supervision of the policies, business and operations of the Corporation,
and of the other officers, agents and employees of the Corporation and, except
as otherwise provided in these By-Laws or by the Board of Directors, shall have
all the other powers and duties as are usually incident to the Chief Executive
Officer of a corporation. In the absence of the Chief Executive Officer, his
rights and duties shall be performed by such other officer or officers as shall
be designated by the Board of Directors.
2.2 Chairman, President and Vice Chairman
The Chairman, the President and the Vice Chairman if not
designated as the Chief Executive Officer shall have such duties and powers as
may be assigned to them from time to time by the Board of Directors or the Chief
Executive Officer.
2.3 Vice Presidents
The Executive Vice Presidents, Senior Vice Presidents and the
Vice Presidents, if such are elected, shall have the duties and powers as may
from time to time be assigned to them by the Board of Directors, or by the Chief
Executive Officer in the absence of any assignment by the Board of Directors.
Any reference in these By-Laws to a Vice President will apply equally to an
Executive Vice President or a Senior Vice President unless the context requires
otherwise.
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2.4 Treasurer
The Treasurer shall be responsible for the funding of the
Corporation and for all moneys, funds, securities, fidelity and indemnity bonds
and other valuables belonging to the Corporation; and shall perform such other
duties as may be assigned to him from time to time by the Board of Directors or
the Chief Executive Officer.
2.5 Secretary
The Secretary shall: attend the meetings of the shareholders,
of the Board of Directors, of the Executive Committee, and of such other
committees, and shall keep minutes thereof in suitable minute books; have charge
of the corporate records, papers and the corporate seal; have charge of the
stock and transfer records of the Corporation and shall keep a record of all
shareholders and give notices of all meetings of shareholders, special meetings
of the Board of Directors and of its Committees; and have such other duties as
the Board of Directors or the Chief Executive Officer shall assign.
2.6 Controller
The Controller, if a Controller is elected, shall cause to be
kept proper records of the transactions of the Corporation; shall be responsible
for the preparation of financial and tax reports required of the Corporation;
and shall perform such other duties as may be assigned to him from time to time
by the Board of Directors or the Chief Executive Officer.
2.7 General Auditor
The General Auditor shall have charge of auditing the books,
records and accounts and shall report directly to the Board of Directors or the
Audit Committee thereof.
2.8 Assistant Officers
Each assistant officer as shall be elected shall assist in the
performance of the duties of the officer to whom he is assistant and shall
perform such duties in the absence of the officer. He shall perform such
additional duties as the Board of Directors, the Chief Executive Officer, or the
officer to whom he is assistant, may from time to time assign to him.
3. Incumbency
Any officer elected by the Board of Directors may be removed by the
Board of Directors whenever, in its best judgment, the best interest of the
Corporation will be served thereby, without prejudice however to any contract
rights the person so removed may have with the Corporation or any of its
subsidiaries.
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Article V. COMMITTEES
1. Standing Committees
The Standing Committees which shall be appointed from time to time by
the Board of Directors shall be the Executive Committee, the Audit Committee,
the Credit Committee, the Asset and Liability Committee, the Nominating
Committee and the Personnel and Compensation Committee. The Board of Directors
may appoint such other Committees as the Board of Directors shall deem
advisable.
1.1 Executive Committee
The Executive Committee shall consist of its Chairman and
Chief Executive Officer and such other directors, not less than five, all of
whom shall from time to time be appointed by the Board of Directors or the Chief
Executive Officer. The Committee shall meet at such time or times as may be
fixed by the Board of Directors, or upon call of its Chairman or the Chief
Executive Officer. In the absence of the Chairman of the Committee, the Chief
Executive Officer shall act as Chairman of the Executive Committee, unless the
Board of Directors shall appoint some other person. The Executive Committee
shall have and exercise in the intervals between the meetings of the Board of
Directors all the powers of the Board of Directors so far as may be permitted by
law. All acts done and powers conferred by the Executive Committee from time to
time shall be deemed to be, and may be certified as being, done and conferred
under authority of the Board of Directors. Five directors shall constitute a
quorum.
1.2 Audit Committee
The Board of Directors shall appoint annually the Audit
Committee consisting of not less than five directors, nor more than eight, none
of whom shall be an officer, or a former officer of the Corporation. The
Committee shall select a chairman from its membership, and may appoint a
secretary who need not be a director. The Committee shall meet on call of its
Chairman. The duties and responsibilities of the Committee shall be established
by the Board of Directors.
1.3 Corporate Governance Committee
The Board of Directors shall appoint annually the members of
the Committee, consisting of not fewer than three directors, none of whom shall
be an officer or former officer of the Corporation, and from these directors
appoint the Chairman. The Committee may appoint a Secretary, who need not be a
director.
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The Committee on Corporate Governance shall be responsible for
selecting the persons to be candidates for nomination for election or
appointment as directors of the Corporation, making recommendations with respect
thereto to the Board of Directors and monitoring and recommending enhancements
to the Corporation's corporate governance framework, particularly with respect
to the structure, processes and proceedings of the Board of Directors. The
Committee shall conduct its affairs in accordance with a charter approved by the
Board of Directors.
1.4 Personnel and Compensation Committee
The Board of Directors shall appoint annually the members of
the Personnel and Compensation Committee, consisting of not fewer than five
directors, none of whom shall be an officer or former officer of the
Corporation. Further, upon appointment and at all times during his or her tenure
on the Committee, each Committee member shall satisfy such standards of
independence as may be prescribed for purposes of any federal securities or tax
laws relating to the Committee's duties and responsibilities. The Committee
Chairman shall be appointed by the Board of Directors and the Committee may
appoint a Secretary, who need not be a director. The duties and responsibilities
of the Committee shall be as set forth in a charter approved by the Board of
Directors.
1.5 Credit Committee
The Board of Directors shall appoint annually the members of
the Credit Committee consisting of not less than five directors, including no
more than two officer- directors, and shall select a chairman from its
membership, who shall not be an officer. The Committee may appoint a secretary
who need not be a director. The duties and responsibilities of the Committee
shall be as set forth in a charter approved by the Board of Directors.
1.6 Finance Committee
The Board of Directors shall appoint annually the members of
the Finance Committee consisting of not less than five directors, including no
more than two officer- directors, and shall select a chairman from its
membership, who shall not be an officer. The Committee may appoint a secretary
who need not be a director. The duties and responsibilities of the Committee
shall be as set forth in a charter approved by the Board of Directors.
2. Other Committees
The Board of Directors may authorize the appointment of such other
Committees as it shall deem advisable.
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3. Minutes
The Executive Committee and the Audit Committee shall keep minutes of
their meetings, and such minutes shall be submitted at a regular meeting of the
Board of Directors, and any action taken by the Board of Directors with respect
thereto shall be entered in the minutes of the Board of Directors. All other
Committees shall keep minutes of their meetings which shall be accessible to
inspection by the Board of Directors at all times.
4. Procedure
Except as otherwise expressly provided for herein, each Committee may
appoint a secretary, adopt its own rules of procedure and, unless the Board of
Directors has acted with respect thereto, determine the date, place and hour for
its meetings. In the absence of any other provision herein to the contrary, a
majority of the members of any Committee shall constitute a quorum, and the
action of a majority of the members in attendance at a meeting shall constitute
the action of the body. Notice of meetings shall be given to each member
personally, or in writing addressed to the address of the director appearing on
the books of the Corporation on or before the day preceding the meeting.
5. Attendance
In the absence or disqualification of any member of a Committee, the
members thereof present at any meeting and not disqualified from voting, whether
or not they constitute a quorum, may unanimously appoint another director to act
at the meeting in place of any absent or disqualified member.
Article VI. STOCK CERTIFICATES
1. Signatures
Certificates of stock of the Corporation shall be signed by the
Chairman of the Board, or the President, or any Vice Chairman, or any Vice
President and countersigned by the Secretary or the Treasurer or by any
Assistant Secretary or Assistant Treasurer, and sealed with the seal of the
Corporation, which may be a facsimile. Where any such certificate is signed
manually by a transfer agent or a registrar, the signatures of the officers may
be facsimiles.
2. Transfers
The shares of stock of the Corporation shall be transferable only on
its books upon surrender of the stock certificate for such shares properly
endorsed. The Board of Directors shall have power to appoint one or more
Transfer Agents and Registrars for the transfer and registration of certificates
of stock of any class, and may require that stock certificates shall be
countersigned and registered by one or more such Transfer Agents and Registrars.
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3. Lost or Destroyed Certificates
If a stock certificate shall be lost, stolen or destroyed, the
shareholder may file with the Corporation an affidavit stating the circumstances
of the loss, theft or destruction and may request the issuance of a new
certificate. He shall give to the Corporation a bond which shall be in such sum,
contain such terms and provisions and have such surety or sureties as the Board
of Directors may direct. The Corporation may thereupon issue a new certificate
replacing the certificate lost, stolen or destroyed.
Article VII. DIRECTOR LIABILITY LIMITATION AND INDEMNIFICATION
1. Limitation of Director Liability
A director of the Corporation shall, to the maximum extent permitted by
the laws of the Commonwealth of Pennsylvania, have no personal liability for
monetary damages for any action taken, or any failure to take any action as a
director, provided that this Section 1, Article VII shall not eliminate the
liability of a director in any case where such elimination is not permitted by
law.
2. Indemnification
Each person who at any time is or shall have been a director or officer
of the Corporation, or is serving or shall have served at the request of the
Corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, and his heirs, executors
and administrators, shall be indemnified by the Corporation in accordance with
and to the full extent permitted by the laws of the Commonwealth of Pennsylvania
as in effect at the time of such indemnification. The foregoing right of
indemnification shall constitute a contract between the Corporation and each of
its directors and officers and shall not be deemed exclusive of other rights to
which any director, officer, employee, agent or other person may be entitled in
any capacity as a matter of law or under any by-law, agreement, vote of
shareholders or directors, or otherwise. If authorized by the Board of
Directors, the Corporation may purchase and maintain insurance on behalf of any
person to the full extent permitted by the laws of the Commonwealth of
Pennsylvania.
Article VIII. APPLICATION OF STATUTORY ANTI-TAKEOVER PROVISIONS
The following provisions of Title 15 of the Pennsylvania consolidated
statutes shall not be applicable to the Corporation: (1) Subchapter G of Chapter
25; and (2) Subchapter H of Chapter 25.
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Article IX. EXERCISE OF AUTHORITY DURING EMERGENCIES
The Board of Directors or the Executive Committee may from time to time
adopt resolutions authorizing certain persons and entities to exercise authority
on behalf of this Corporation in time of emergency, and in the time of emergency
any such resolutions will be applicable, notwithstanding any provisions as to
the contrary contained in these By-Laws.
Article X. CHARITABLE CONTRIBUTIONS
The Board of Directors may authorize contributions to community funds,
or to charitable, philanthropic, or benevolent instrumentalities conducive to
public welfare in such sums as the Board of Directors may deem expedient and in
the interest of the Corporation.
Article XI. AMENDMENTS
These By-Laws may be altered, amended, added to or repealed by a vote
of a majority of the Board of Directors at any regular meeting of the Board of
Directors, or at any special meeting of the Board of Directors called for that
purpose.