Exhibit 24.1
MINUTES OF MEETING
OF THE BOARD OF DIRECTORS
OF
COMMUNITY TRUST BANCORP, INC.
March 21, 1997
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A meeting of the Board of Directors of Community Trust Bancorp, Inc., a
Kentucky corporation ("Corporation"), was held on March 21, 1997, at the
Corporation's principal offices. A majority of the Directors constituting a
quorum were present and attended the meeting. Burlin Coleman was appointed
Chairman of the Meeting and Jean R. Hale was appointed Secretary of the meeting.
The Chairman announced that the first order of business was the
consideration of the authorization of the issuance of subordinated debentures to
a Delaware statutory trust and the issuance by such trust of preferred trust
certificates to the public.
ISSUE OF SUBORDINATED DEBENTURES: FORMATION OF BUSINESS
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TRUST AND FILING OF REGISTRATION STATEMENTS
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RESOLVED, that the Corporation, through its duly appointed officers,
is hereby authorized and directed to issue up to $34,500,000
subordinated debentures ("Subordinated Debentures") to CTBI Preferred
Capital Trust, a Delaware statutory business trust (the "Trust") in
order to effectuate an issuance by the Trust of preferred trust
certificates ("Preferred Securities") to the public through the filing
of a Registration Statement on Form S-3 and Common Trust Certificates
to the Corporation; and
FURTHER RESOLVED, that the Board of Directors hereby authorizes and
approves the filing with the Securities and Exchange Commission (the
"Commission") in accordance with the Securities Act of 1933, as
amended (the "Securities Act"), and in conformity with the rules and
regulations thereunder, a registration statement on Form S-3 (the
"Registration Statement"), relating to the issuance and sale of up to
1,380,000 Preferred Securities by the Trust including to the Over-
Allotment Option, in substantially the form of the draft of the
Registration Statement dated as of this date, attached as an exhibit
hereto, together with any such changes as the appropriate officer(s)
of the Corporation may deem necessary or advisable; and
FURTHER RESOLVED, that Richard M. Levy, the Executive Vice President-
Chief Financial Officer and Jean R. Hale, or either of them, are
hereby authorized and directed, for and on behalf of the Corporation,
to sign the Registration Statement, as changed or amended by the
officer signing it (said signing to be conclusive evidence that the
officers signing the Registration Statement consider such additions,
changes or deletions necessary or advisable); and
FURTHER RESOLVED, that each of the Directors of the Corporation is
hereby authorized to sign the Registration Statement (either on behalf
of the Corporation or as an officer or otherwise) through Richard M.
Levy or Jean R. Hale, as duly authorized attorney or attorneys-in-
fact; and
FURTHER RESOLVED, that Richard M. Levy and Jean R. Hale authorized in
the foregoing resolution to execute the Registration Statement are, or
either of them, hereby authorized and empowered to execute in person
or through any one of more of such authorized attorneys, on behalf of
the Corporation and individually as an officer, such amendments to the
Registration Statement as may be required or may be deemed by such
person to be advisable, including any post-effective amendment, and to
cause the same to be filed with the Commission; and
FURTHER RESOLVED, that Richard M. Levy and Jean R. Hale authorized in
the foregoing resolution to execute the Registration Statement are, or
either of them, hereby authorized and empowered to execute in person
or through any one of more of such authorized attorneys, on behalf of
the Trust and individually as an officer, such amendments to the
Registration Statement as may be required or may be deemed by such
person to be advisable, including any post-effective amendment, and to
cause the same to be filed with the Commission; and
FURTHER RESOLVED, that the appropriate officer(s) of the Corporation
and its counsel, Greenebaum Doll & McDonald PLLC, are authorized to
appear on behalf of the Corporation and the Trust before the
Commission with respect to any matter relating to the Registration
Statement and any amendments thereto; and
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FURTHER RESOLVED, that the appropriate officer(s) of the Corporation
are hereby authorized to prepare and file a Form 8-A with the
Commission registering the Preferred Securities under the Securities
Exchange Act of 1934 on behalf of the Trust; and
FURTHER RESOLVED, that the form of power of attorney set forth in the
Registration Statement is hereby approved for use in connection with
the Registration Statement and any amendments thereto; and
FURTHER RESOLVED, that the President and Chief Executive Officer is
hereby designated as the Corporation's agent for service with respect
to the Registration Statement (including all amendments thereto) with
all power provided in the rules and regulations of the Commission with
respect to agents for service; and
FURTHER RESOLVED, that the officers of the Corporation are hereby
authorized and directed to take all additional actions and to execute
such additional documents that they, in their individual discretion,
deem necessary, appropriate or advisable to effect the registration of
the Preferred Securities with the Commission; and
FURTHER RESOLVED, that the Board of Directors hereby authorizes and
directs the appropriate officers of the Corporation to take all
actions necessary or appropriate to cause the Preferred Securities to
be included in the National Association of Securities Dealers
Automated Quotation System; and
FURTHER RESOLVED, that it is advisable and in the best interest of the
Corporation that the Preferred Securities be qualified or registered
for sale in various jurisdictions, and that the President and Chief
Executive Officer, or Executive Vice President-Chief Financial
Officer, Secretary and Treasurer or either of them, is hereby
authorized to determine the jurisdictions in which the appropriate
action should be taken to qualify or register for sale all or part of
the Preferred Securities as such officer or officers may deem
advisable; and
FURTHER RESOLVED, that such officers are hereby authorized to perform
on behalf of the Corporation and the Trust any and all acts as they
may deem necessary or advisable in order to comply with the applicable
laws of any such jurisdiction, and in conjunction therewith to execute
and file all requisite papers and documents, including but not limited
to, applications, reports, surety bonds, irrevocable consents and
appointments or attorneys for service of process, and that the
execution
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by such officers of any such papers or documents or the doing by them
of any act in connection with the foregoing matter shall establish
conclusively their authority therefrom the Corporation and the
approval and ratification by the Corporation of the papers and
documents so executed and the actions so taken; and
FURTHER RESOLVED, that the Chairman and Chief Executive Officer,
Executive Vice President, the Secretary, the Assistant Secretary, or
any of them is hereby authorized and directed to execute, acknowledge,
verify, deliver, file or publish in the name and on behalf of the
Corporation and under its corporate seal, attested by its Secretary,
Assistant Secretary or otherwise, any and all applications, reports,
statements, issuer's covenants, resolutions, consents to service of
process, powers of attorney, appointments, designations, waivers of
hearing, bonds and such other documents and instruments as may be
required appropriate or advisable under the Blue Sky Laws or the
security acts of such jurisdictions as such officers or any of one or
more them may deem necessary or appropriate or advisable for the
purpose of registering, qualifying, exempting or permitting the
issuance or sale by the Corporation and the Trust, or the sale by the
Underwriters, brokers and dealers of the Preferred Securities and the
Subordinated Debentures, as applicable, and for the purposes of
qualifying registering, licensing or exempting the Corporation as a
broker/dealer in connection with the sale of the Shares and to make
any and all payments of examination, filing registration or other
fees, costs and expenses and to take any and all further action which
such officers or any one or more of them deem necessary or advisable
in connection with the foregoing; and
FURTHER RESOLVED, that the Board of Directors does hereby adopt as and
for a resolution of the Board each resolution required by any state or
other jurisdiction to be filed with it in connection with such
registration or qualification (or exemption therefrom) as having been
adopted by it in connection with any documents or instruments referred
to in the preceding resolution if (i) in the opinion of the officers
of the Corporation such resolution is necessary or appropriate and
(ii) the Secretary or any Assistant Secretary of the Corporation
evidences such adoption by inserting in the minute book of the
Corporation a copy of such resolution, which will thereupon be deemed
to have been adopted by the Board of Directors with the same force and
effect as if presented to this meeting and inserted in the minutes
thereof; and
FURTHER RESOLVED, that the appropriate officer(s) of the Corporation
are hereby authorized, in the name and on behalf of the Corporation
and the Trust, to take all other action which may be
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necessary or advisable in order to effect the registration of the
Shares under the Blue Sky Laws of the various jurisdictions and with
the National Association of Securities Dealers, Inc., and in
connection therewith to execute, acknowledge, verify, deliver, file,
or cause to be published any Registration Statements, applications,
reports, issuer's covenants and other papers or instruments that may
be required under such law, and to take any further action which they
may deem necessary or advisable in order to maintain such registration
for as long as they deem necessary or required by law.
APPOINTMENT OF TRANSFER AGENT AND REGISTRAR
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RESOLVED, that The Depository Trust Company, New York, New York
("DTC"), be and hereby is appointed sole Closing Agent, Registrar and
Transfer Agent with respect to the Preferred Securities, to act in
accordance with its general practice and with the regulations of DTC
relating to the transfer and registration of the Preferred Securities
in effect from time to time, a copy of such regulations as currently
in effect being attached as an exhibit hereto; and
FURTHER RESOLVED, that the proper officers of the Corporation be, and
they hereby are, authorized and directed for and on behalf of the
Corporation to execute and deliver to DTC such certificates and
documents as may be required by DTC in connection with the foregoing
agency appointment, and to take such action as may be necessary or
proper in order to consummate the agency appointment authorized
herein.
APPROVAL OF PUBLIC OFFERING
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RESOLVED, that the Board of Directors hereby ratifies, approves and
confirms the execution by Richard M. Levy, the Executive Vice
President and Chief Financial Officer of the Corporation, of a letter
of intent with Morgan Keegan & Company, Inc. in connection with a
proposed public offering of the Preferred Securities by the Trust (the
"Offering"); and
FURTHER RESOLVED, that the Trust may issue, sell and deliver to a
group of underwriters represented by Morgan Keegan & Company, Inc. and
J.J.B. Hilliard, W.L. Lyons, Inc., (the "Underwriters"), a number of
shares of Preferred Securities to be determined by the President and
Chief Executive Officer, which number shall be approximately 1,200,000
but not exceeding 25% of the Corporation's Tier I Capital
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(the "Shares"), together with an additional number of shares equal to
as much as 15% of the total number of shares in the Offering pursuant
to a thirty-day allotment option which the Corporation may grant to
the Underwriters (the "Over-Allotment Option"); and
FURTHER RESOLVED, that the proceeds of the Offering shall be used for
expansion through new branches and acquisitions, to fund growth in the
Corporation's indirect consumer loan portfolio and for general
corporate purposes; and
FURTHER RESOLVED, that the Executive Vice President and Chief
Financial Officer of the Corporation, be and hereby is, authorized and
directed, for and on behalf of the Corporation and the Trust, to
determine the underwriting commission and the coupon rate at which the
Preferred Securities will be offered to the public.
AUTHORIZATION TO ENTER INTO
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UNDERWRITING AGREEMENT
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RESOLVED, that the Corporation enter into an underwriting agreement
(the "Underwriting Agreement") with the Underwriters, substantially in
the form attached as an exhibit hereto, together with such changes
therein that the Executive Vice President and Chief Financial Officer,
in his sole discretion, may deem necessary, appropriate or advisable
in connection therewith; and
FURTHER RESOLVED, that the Executive Vice President and the Chief
Financial Officer, is hereby authorized and directed to execute and
deliver, for and on behalf of the Corporation, the Underwriting
Agreement and such other related documents, instruments or agreements
that such officer, in his sole discretion, deems necessary,
appropriate or advisable in connection therewith.
The foregoing resolutions have been duly adopted by the Board of Directors.
The Chairman stated that there was no further business to come before the
meeting and upon motion duly made, seconded and carried, the meeting was
adjourned.
/s/ Jean R. Hale
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Secretary of the Meeting
APPROVED:
/s/ Burlin Coleman
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Chairman of the Meeting
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