1
EXHIBIT 3(ii)
AMENDED AND RESTATED
BYLAWS
OF
GREENE COUNTY BANCSHARES, INC.
OFFICE
1. Principal Office
The principal office of the Corporation shall be in Greeneville,
Tennessee, and the Corporation shall have such other offices at such other
places within or without the State of Tennessee as the Board of Directors
may from time to time determine or as the business of the Corporation may
require.
SHAREHOLDERS' MEETINGS
2. Annual Meeting
An annual meeting of the shareholders of the Corporation shall be held on
such date as may be determined by the Board of Directors. The business to
be transacted at such meeting shall be the election of directors and such
other business as shall be properly brought before the meeting. If the
election of directors shall not be held on the day designated by the Board
of Directors for any annual meeting, or at any adjournment of such
meeting, the Board of Directors shall call a special meeting of the
shareholders as soon as conveniently possible thereafter. At such special
meeting the election of directors shall take place and such election and
any other business transacted thereat shall have the same force and effect
as if transacted at an annual meeting duly called and held.
3. Special Meetings
Special meetings of the shareholders may only be called by the Board of
Directors or a committee duly designated by the Board of Directors.
2
4. Place of Meetings
Annual and special meetings of the shareholders shall be held at the
Corporation's principal office or at such other place within or without
the State of Tennessee as may be designated by the Board of Directors.
5. Notice of Meetings; Waiver
(a) Annual Meetings. Written or printed notice stating the place, day and
hour of the annual meeting of shareholders shall be given in person or by
mail to each shareholder of record entitled to vote at such meeting. If
mailed, such notice shall be delivered not less than ten (10) days nor
more than two (2) months before the meeting. Mailed notice shall be deemed
to be delivered when deposited, with postage prepaid, in the United States
mail addressed to the shareholder at his address as it appears on the
records of the Corporation at the close of business on the record date
established for such meeting. If delivered personally, such notice shall
be delivered not less than ten (10) days nor more than two (2) months
before the date of the meeting and shall be deemed delivered when actually
received by the shareholder.
(b) Special Meetings. Written or printed notice of every special meeting
of shareholders shall be given in person or by mail to each shareholder of
record entitled to vote at such meeting. Such notice shall state the
place, day, hour, purpose or purposes for which the meeting is called, and
the person or persons calling the meeting. If mailed, such notice shall be
delivered not less than ten (10) days nor more than two (2) months before
the meeting. Mailed notice shall be deemed to be delivered when deposited,
with postage prepaid, in the United States mail addressed to the
shareholder at his address as it appears on the records of the Corporation
at the close of business on the record date
2
3
established for such meeting. If delivered personally, such notice shall
be delivered not less than ten (10) days nor more than two (2) months
before the date of the meeting and shall be deemed delivered when actually
received by the shareholder. (c) Waiver. A shareholder may waive the
notice of either an annual or a special meeting by the submission by the
shareholder or his proxy holder of a written waiver of notice either
before or after such meeting.
6. Quorum
Except as otherwise required by law or provided in these Bylaws, a quorum
at any meeting of shareholders shall consist of the holders of record of a
majority of the shares issued and outstanding and entitled to vote
thereat, present in person or by proxy. If, however, such majority shall
not be present or represented at any meeting of the shareholders, the
shareholders present in person or by proxy and entitled to vote thereat
shall have power to adjourn the meeting from time to time, and to any
other place, without notice other than announcement at the meeting of the
time and place to which the meeting is adjourned. At any adjourned meeting
at which the requisite amount of voting stock to constitute a quorum shall
be represented, any business may be transacted which might have been
transacted at the meeting as originally called.
7. Record Date
The record date for the determination of shareholders entitled to notice
of and entitled to vote at any meeting of shareholders or any adjournment
thereof, shall be such date as shall be determined by the Board of
Directors, but which in any event shall not be less than ten (10) days
prior to the date of such meeting. If the Board of Directors does not fix
such record date, the record date for the determination of shareholders
entitled to
3
4
notice of and entitled to vote at any meeting of shareholders or at any
adjournment thereof shall be the close of business on the day next
preceding the day on which notice is given.
8. Voting of Shares
Unless otherwise provided in the Charter, each shareholder of the
Corporation shall be entitled, at each meeting of the shareholders and
upon each proposal presented at such meeting, to one vote for each share
of the capital stock having voting power registered in his name on the
books of the Corporation on the record date. Each shareholder having the
right to vote shall be entitled to vote in person or by proxy appointed by
an instrument in writing executed by such shareholder or his duly
authorized attorney-in-fact and bearing a date not more than eleven (11)
months prior to said meeting, unless said instrument provides for a longer
period. Unless the Charter, these Bylaws or applicable law specifically
provide otherwise, the affirmative vote of a majority of shares
represented and entitled to vote at a meeting at which a quorum is present
shall be the act of the shareholders, except that directors shall be
elected by a plurality of the votes cast in the election. At each election
of directors, every shareholder shall have the right to vote the number of
shares which he is entitled to vote at such meeting for as many persons as
there are directors to be elected at said meeting, but cumulative voting
for such nominees shall not be permitted unless the Charter otherwise
provides.
9. Presiding Officer
Meetings of the shareholders shall be presided over by the President, or
if he is not present, by the Chairman, or if he is not present, by a Vice
President, or if neither the Chairman, President nor a Vice President is
present, by a chairman to be chosen by a
4
5
majority of the shareholders entitled to vote at such meeting. The
Secretary of the Corporation or, in his absence, an Assistant Secretary
shall act as secretary of every meeting, but if neither the Secretary nor
an Assistant Secretary is present, the shareholders entitled to vote at
such meeting shall choose any person present to act as secretary of the
meeting.
DIRECTORS
10. Powers and Duties
The business and affairs of the Corporation shall be managed by the Board
of Directors. In addition to the powers and authority expressly conferred
upon them by these Bylaws, the Board may exercise all the powers of the
Corporation and do all lawful acts and things as are not by applicable
law, by the Charter of the Corporation or by these Bylaws directed or
required to be exercised or done by the shareholders.
11. Number, Classification, Term, Qualification, and Vacancies
(a) Number, Classification and Term. The Board of Directors shall
consist of 12 members. The Board of Directors shall be divided into
three classes equal in number. The members of each class shall be
elected for a term of three (3) years and until their successors are
elected and qualified, except during an interim arrangement immediately
following adoption of the provisions in the Corporation's Charter
regarding the Classified Board. One (1) class shall be elected by
ballot annually. The Board of Directors may increase or decrease the
number of directors, but in no event shall such number be increased or
decreased beyond the range established in the Corporation's Charter.
(b) Vacancies. In case there are vacancies on the Board of Directors,
other than vacancies created by the removal of a director or directors
(which shall be governed by
5
6
paragraph 15(c)) and other than vacancies created by an increase in the
number of directors, the remaining directors may by a majority vote of the
directors then in office elect a successor or successors who shall hold
office until his or their successors are elected and qualified.
(c) Qualification. Directors must be of legal age but need not be
shareholders of the Corporation.
(d) Retirement of Directors. No person 70 years of age or older
shall be eligible for election, re-election, appointment or
re-appointment as a director of the Company. No director shall serve
beyond the annual meeting of the Company immediately following the
director becoming 70 years old, and such director shall thereafter be a
retired director of the Company. The Board of Directors, at its
discretion, may name retired directors to the classification of
Director Emeritus, who may attend meetings but will not have any vote
or any liability for serving.
12. Quorum
A majority of the total number of directors in office shall constitute a
quorum for the transaction of business. If, at any meeting of the Board of
Directors, there shall be less than a quorum present, a majority of those
present may adjourn the meeting, without further notice, from time to time
until a quorum shall have been obtained.
13. Manner of Acting
The act of a majority of the directors present at a meeting at which a
quorum is present shall, unless otherwise provided by applicable law or
these Bylaws, be the act of the Board of Directors. Any action required or
permitted to be taken at a meeting of directors may be taken without a
meeting if a consent in writing, setting forth the action
6
7
so taken, is signed by all the directors. Such written consent shall have
the same force and effect as a unanimous vote at a meeting of the Board of
Directors.
14. Meetings; Notice
Meetings of the Board of Directors may be held either within or without
the State of Tennessee. Notice of a meeting of the Board of Directors need
not state the purpose of, nor the business to be transacted at, such
meeting.
(a) Regular Meetings. Regular meetings of the Board of Directors shall be
held at such times as are fixed from time to time by resolution of the
Board, and may be held without notice of the time or place therefor.
(b) Special Meetings. Special meetings may be held at any time upon call
of the Chairman, the President, a Vice President or any two (2) directors.
Notice of the time and place of each special meeting shall be given to
each director at either his business or residence address, as shown by the
records of the Corporation, at least forty-eight (48) hours prior thereto
if mailed and on the day prior thereto if delivered or given in person or
by telephone or telegraph. If mailed, such notice shall be deemed to be
delivered when deposited, so addressed and with postage prepaid, in the
United States mail. If notice is given by telegram, such notice shall be
deemed to be delivered when the telegram, so addressed, is delivered to
the telegraph company. If notice is given in person, such notice shall be
deemed to have been given when it is hand delivered to the director at his
business or residence address. Any director may waive notice of any
meeting before, at or after such meeting and the attendance of a director
at a meeting shall constitute a waiver of notice of such meeting except
when a director attends for the sole, express purpose of objecting to the
transaction of business thereat, on the ground that the meeting
7
8
is not lawfully called or convened, and so states in writing prior to the
conduct of any business at the meeting.
15. Removal
(a) By Shareholders. Unless the Charter otherwise provides, at any meeting
of the shareholders, the entire Board of Directors or any number of
directors may be removed from office, with or without cause, by a majority
vote of the shares represented and entitled to vote thereat.
(b) By Directors. At any meeting of the Board of Directors, any director
or directors may be removed from office for cause, as that term is defined
by applicable law, by a majority of the entire Board of Directors.
(c) Replacement. When any director or directors are removed, new directors
may be elected to fill the vacancies created thereby at the same meeting
of the shareholders or Board of Directors, as the case may be, for the
unexpired term of the director or directors removed. If the shareholders
fail to elect persons to fill the unexpired term or terms of the director
or directors removed by them, such unexpired terms shall be considered
vacancies on the Board to be filled by the remaining directors as provided
in paragraph 11(b).
16. Compensation
Directors, and members of any committee of the Board of Directors, shall
be entitled to such reasonable compensation for their services as
directors and members of any such committee as shall be fixed from time to
time by resolution of the Board of Directors, and shall also be entitled
to reimbursement for any reasonable expenses incurred in attending such
meetings. Any director receiving compensation under these provisions shall
not be
8
9
barred from serving the Corporation in any other capacity and receiving
reasonable compensation for such other services.
COMMITTEES
17. Executive Committee
There may be, if so determined by a resolution adopted by a majority of
the entire Board of Directors, an Executive Committee of the Board
consisting of two (2) or more directors. The Board of Directors may
delegate to such Executive Committee all the power and authority of the
Board that it deems desirable, except for any matters which cannot by law
be delegated by the Board of Directors. Unless specifically authorized by
the Board, the Executive Committee shall not have the power to adopt,
amend or repeal these Bylaws, to submit to shareholders any matter that by
law requires their authorization, to fill vacancies in the Board of
Directors or in any committee or to declare dividends or make other
corporate distributions.
18. Other Committees
The Board of Directors may create such other committees as it may
determine to be helpful in discharging its responsibilities for the
management and administration of the Corporation. Each such committee
shall consist of such persons, whether directors, officers or others, as
may be elected thereto by the Board of Directors, and each committee shall
perform such functions as may be lawfully assigned to it by the Board of
Directors.
9
10
OFFICERS
19. Number
The officers of the Corporation shall be a Chairman, a President, a
Secretary and such other officers as may be from time to time elected by
the Board of Directors. One person may hold more than one office except
the President may not hold the office of Secretary.
20. Election and Term of Office
The principal officers shall be elected annually by the Board of Directors
at the first meeting of the Board following the shareholders' annual
meeting, or as soon thereafter as is conveniently possible. Subordinate
officers may be elected from time to time. Each officer shall serve at the
pleasure of the Board for such term as the Board of Directors may set and
until his successor shall have been elected and qualified, or until his
death, resignation or removal.
21. Removal
Any officer may be removed from office by the Board of Directors whenever
in its judgment the best interests of the Corporation will be served
thereby, but such removal shall not prejudice the contract rights, if any,
of the persons so removed.
22. Vacancies
Any vacancy in an office from any cause may be filled for the unexpired
portion of the term by the Board of Directors.
23. Duties
(a) Chairman. The Chairman shall have such duties as the Board of
Directors may designate from time to time and shall see that all orders
and resolutions of the Board of Directors are carried into effect.
10
11
(b) President. The President shall be the Chief Executive Officer of the
Corporation and shall have general supervision over the active management
of the business of the Corporation. He shall have the general powers and
duties of supervision and management usually vested in the office of the
President of a corporation and shall perform such other duties as the
Board of Directors may from time to time prescribe.
(c) Vice President. The Executive Vice President and the Senior Vice
President/Chief Financial Officer (if any) shall be active executive
officers of the Corporation, shall assist the President in the active
management of the business, and shall perform such other duties as the
Board of Directors may from time to time prescribe.
(d) Secretary. The Secretary shall attend all meetings of the Board of
Directors and all meetings of the shareholders and record all votes and
the minutes of all proceedings in a book to be kept for that purpose; he
shall perform like duties for any committee when required. The Secretary
shall give, or cause to be given, notice of all meetings of the
shareholders and of the Board of Directors when required, and unless
directed otherwise by the Board of Directors, shall keep a stock record
containing the names of all persons who are shareholders of the
Corporation, showing their place of residence and the number of shares
held by them respectively. The Secretary shall perform such other duties
as may be prescribed from time to time by the Board of Directors.
(e) Other Officers. Other officers appointed by the Board of Directors
shall exercise such powers and perform such duties as may be delegated to
them by the Board of Directors.
(f) Delegation of Duties. In case of the absence or disability of any
officer of the Corporation or of any person authorized to act in his
place, the Board of Directors may
11
12
from time to time delegate the powers and duties of such officer to any
officer, or any director, or any other person whom it may select, during
such period of absence or disability.
24. Indemnification of Officers and Directors
The Corporation shall indemnify each present and future director and
officer of the Corporation, or any person who may have served at its
request as a director or officer of another company (and, in either case,
his heirs, executors and administrators) to the full extent allowed by the
laws of the State of Tennessee, both as now in effect and as hereafter
adopted.
CERTIFICATES FOR SHARES OF STOCK
25. Form
(a) Stock Certificates. The interest of each shareholder of the
Corporation shall be evidenced by a certificate or certificates for shares
of stock. The certificate shall include the following on its face: (i) the
Corporation's name, (ii) the fact that the Corporation is organized under
the laws of the State of Tennessee, (iii) the name of the owner of record
of the shares represented thereby, (iv) the number of shares represented
thereby, (v) the class of shares and the designation of the series, if
any, which the certificate represents, (vi) the par value of each share or
a statement that the shares are without par value, and (vii) such other
information as applicable law may require or as may be lawful.
(b) Signatures. The certificates for stock shall be signed by the
President and by the Secretary. Where any certificate is manually
countersigned by a transfer agent or registered by a registrar who is not
an officer or employee of the Corporation, the signatures of the President
and the Secretary may be facsimiles, engraved or printed. In
12
13
case any officer who has signed, or whose facsimile signature has been
placed upon, any certificate shall have ceased to be such before the
certificate is issued, it may be issued by the Corporation with the same
effect as if such officer had not ceased to be such at the time of its
issue.
26. Subscriptions for Shares
Subscriptions for shares of the Corporation shall be valid only if they
are in writing, signed and delivered by the subscriber. Unless the
subscription agreement provides otherwise, subscriptions for shares,
regardless of the time when they are made, shall be paid in full at such
time, or in such installments and at such periods, as shall be determined
by the Board of Directors. All calls for payments on subscriptions shall
be uniform as to all shares of the same class or of the same series.
27. Transfers
Transfers of shares of the capital stock of the Corporation shall be made
only on the books of the Corporation by (i) the holder of record thereof,
(ii) by his legal representative, who shall furnish proper evidence of
authority to transfer, or (iii) his attorney, authorized by a power of
attorney duly executed and filed with the Secretary of the Corporation or
a duly appointed transfer agent. Such transfers shall be made only upon
surrender of the certificate or certificates for such shares properly
endorsed and with all taxes thereon paid.
28. Lost, Destroyed, or Stolen Certificates
No certificate for shares of stock of the Corporation shall be issued in
place of any certificate alleged to have been lost, destroyed, or stolen
except on production of evidence, satisfactory to the Board of Directors,
of such loss, destruction or theft, and, if
13
14
the Board of Directors so requires, upon the furnishing of an indemnity
bond in such amount (but not to exceed twice the value of the shares
represented by the certificate) and with such terms and such surety as the
Board of Directors may in its discretion require.
CORPORATE ACTIONS
29. Contracts
Unless otherwise required by the Board of Directors, the Chairman, the
President or any Vice President shall execute contracts or other
instruments on behalf of and in the name of the Corporation. The Board of
Directors may from time to time authorize any other officer or officers or
agent or agents to enter into any contract or execute any instrument in
the name of and on behalf of the Corporation as it may deem appropriate,
and such authority may be general or confined to specific instances.
30. Loans
No loans shall be contracted on behalf of the Corporation and no evidence
of indebtedness shall be issued in its name unless authorized by the Board
of Directors. Such authority may be general or confined to specific
instances.
31. Checks, Drafts, etc.
Unless otherwise required by the Board of Directors, all checks, drafts,
bills of exchange and other negotiable instruments of the Corporation
shall be signed by either the Chairman, the President, the Executive Vice
President/Secretary or the Senior Vice President/Chief Financial Officer,
in each case to the extent authorized to do so by the Board of Directors.
Such authority may be general or confined to specific business, and, if so
directed by the Board, the signatures of two or more such officers may be
required.
14
15
32. Deposits
All funds of the Company not otherwise employed shall be deposited from
time to time to the credit of the Corporation in such banks or other
depositories as the Board of Directors may authorize.
33. Voting Securities Held by the Corporation
Unless otherwise required by the Board of Directors, the Chairman or the
President shall have full power and authority on behalf of the Corporation
to attend any meeting of security holders, or to take action on written
consent as a security holder, of other corporations in which the
Corporation may hold securities. In connection therewith the Chairman or
the President shall possess and may exercise any and all rights and powers
incident to the ownership of such securities which the Corporation
possesses. The Board of Directors may, from time to time, confer like
powers upon any other person or persons.
34. Dividends
The Board of Directors may, from time to time, declare, and the
Corporation may pay, dividends on its outstanding shares of capital stock
in the manner and upon the terms and conditions provided by applicable
law. The record date for the determination of shareholders entitled to
receive the payment of any dividend shall be determined by the Board of
Directors, but which in any event shall not be less than ten (10) days
prior to the date of such payment.
FISCAL YEAR
35. The fiscal year of the Corporation shall be determined by the Board of
Directors, and in the absence of such determination, shall be the calendar
year.
15
16
CORPORATE SEAL
36. The Corporation shall not have a corporate seal.
AMENDMENT OF BYLAWS
37. These Bylaws may be altered, amended or repealed, and new Bylaws may be
adopted at any meeting of the shareholders by the affirmative vote of a
majority of the stock represented at such meeting, or by the
affirmative vote of a majority of the members of the Board of Directors
who are present at any regular or special meeting; provided, however,
that any amendment to these Bylaws changing the number of directors, if
adopted by the Board of Directors, shall require the affirmative vote
of a majority of the members of the entire Board of Directors.
As adopted on February 23, 1999
------------ --
Attest
-----------------------
Davis Stroud, Secretary
16