EXHIBIT 3.2
BY-LAWS
OF
BLUE RIVER BANCSHARES, INC.
ARTICLE I
Section 1. Name. The name of the corporation is Blue River Bancshares,
Inc.
Section 2. Registered Office and Registered Agent. The street address of
the Registered Office of the Corporation is One Indiana Square, Suite 2800,
Indianapolis, Indiana 46204-2017, and the name of its Registered Agent at that
office is Michael J. Messaglia.
Section 3. Seal. Unless otherwise required by law, the Corporation shall
not be required to use a seal. If the Board of Directors of the Corporation
determines that the Corporation shall use a seal, the seal shall be circular in
form and mounted upon a metal die, suitable for impressing the same upon paper.
About the upper periphery of the seal shall appear the words "Blue River
Bancshares, Inc." and about the lower periphery thereof shall appear the word
"Indiana." In the center of the seal shall appear the word "Seal."
Section 4. Certain References. All references in these By-Laws to the
Indiana Business Corporation Law shall mean and include the Indiana Business
Corporation Law in effect on the date that these By-Laws are adopted by the
Board of Directors of the Corporation or as such law may be amended thereafter
from time to time, and including any successor to such law. All references in
these By-Laws to the Articles of Incorporation of the Corporation shall mean and
include the Articles of Incorporation in effect on the date that these By-Laws
are adopted by the Board of Directors of the Corporation or as such Articles of
Incorporation may be amended thereafter from time to time.
ARTICLE II
Fiscal Year
The fiscal year of the Corporation shall begin each year on the first day
of January and end on the last day of December of the same year.
ARTICLE III
Capital Stock
Section 1. Number of Shares and Classes of Capital Stock. The total number
of shares and classes of capital stock which the Corporation shall have
authority to issue shall be as set forth in the Corporation's Articles of
Incorporation from time to time.
Section 2. Consideration for Shares. The shares of stock of the
Corporation shall be issued or sold in such manner and for such amount of
consideration, received or to be received, as may be fixed from time to time by
the Board of Directors. Upon payment of the consideration fixed by the Board of
Directors, such shares of stock shall be fully paid and nonassessable.
Section 3. Payment for Shares. The consideration determined by the Board
of Directors to be required for the issuance of shares of capital stock of the
Corporation may consist of any tangible or intangible property or benefit to the
Corporation, including cash, promissory notes, services performed, contracts for
services to be performed or other securities of the Corporation.
If the Board of Directors authorizes the issuance of shares for promissory
notes or for promises to render services in the future, the Corporation shall
report in writing to the shareholders the number of shares authorized to be so
issued with or before the notice of the next shareholders meeting.
The Corporation may place in escrow shares issued for a contract for
future services or benefits or a promissory note, or make other arrangements to
restrict the transfer of the shares, and may credit distributions in respect of
the shares against their purchase price, until the services are performed, the
note is paid, or the benefits received. If the services are not performed, the
note is not paid, or the benefits are not received, the shares escrowed or
restricted and the distributions credited may be cancelled in whole or in part.
When payment of the consideration for which a share was authorized to be
issued shall have been received by the Corporation, such share shall be declared
and taken to be fully paid and not liable to any further call or assessment, and
the holder thereof shall not be liable for any further payments thereon. In the
absence of actual fraud in the transaction, the judgment of the Board of
Directors as to the value of such property, labor, or services received as
consideration, or the value placed by the Board of Directors upon the corporate
assets in the event of a share dividend, shall be conclusive.
Section 4. Certificate for Shares. Each holder of capital stock of the
Corporation shall be entitled to a stock certificate, signed by the President or
a Vice President and the Secretary or any Assistant Secretary of the
Corporation, stating the name of the registered holder, the number of shares
represented by such certificate, and that such shares are fully paid and
nonassessable; provided, that if such shares are not fully paid, the
certificates shall be legibly stamped to indicate the percent which has been
paid, and as further payments are made, the certificate shall be stamped
accordingly.
If the Corporation is authorized to issue shares of more than one class,
every certificate shall state the kind and class of shares represented thereby,
and the relative rights, interests, preferences and restrictions of such class,
or a summary thereof; provided, that such statement may be omitted from the
certificate if it shall be conspicuously set forth upon the face or back of the
certificate that such statement, in full, will be furnished by the Corporation
to any shareholder upon written request and without charge.
2
Section 5. Facsimile Signatures. If a certificate is countersigned by the
written signature of a transfer agent other than the Corporation or its
employee, the signatures of the officers of the Corporation may be facsimiles.
If a certificate is countersigned by the written signature of a registrar other
than the Corporation or its employee, the signatures of the transfer agent and
the officers of the Corporation may be facsimiles. In case any officer, transfer
agent or registrar who has signed or whose facsimile signature has been placed
upon a certificate shall have ceased to be such officer, transfer agent or
registrar before such certificate is issued, it may be issued by the Corporation
with the same effect as if he were such officer, transfer agent or registrar at
the date of its issue.
Section 6. Transfer of Shares. The shares of capital stock of the
Corporation shall be transferable only on the books of the Corporation upon
surrender of the certificate or certificates representing the same, properly
endorsed by the registered holder or by his duly authorized attorney or
accompanied by proper evidence of succession, assignment or authority to
transfer.
The Corporation may impose restrictions on the transfer or registration of
transfer of capital stock of the Corporation by means of these By-Laws, the
Articles of Incorporation or by an agreement with shareholders. Shareholders may
agree between or among themselves to impose a restriction on the transfer or
registration of transfer of shares. A restriction which is authorized by the
Indiana Business Corporation Law and which has its existence noted conspicuously
on the front or back of the Corporation's stock certificate is valid and
enforceable against the holder or a transferee of the holder of the
Corporation's stock certificate. If noted on the certificate the restriction is
enforceable against a person without knowledge of the restriction.
Section 7. Cancellation. Every certificate surrendered to the Corporation
for exchange or transfer shall be cancelled, and no new certificate or
certificates shall be issued in exchange for any existing certificate until such
existing certificate shall have been so cancelled, except in cases provided for
in Section 9 of this Article III.
Section 8. Transfer Agent and Registrar. The Board of Directors may
appoint a transfer agent and a registrar for each class of capital stock of the
Corporation and may require all certificates representing such shares to bear
the signature of such transfer agent and registrar. Shareholders shall be
responsible for notifying the transfer agent and registrar for the class of
stock held by such shareholder in writing of any changes in their addresses from
time to time, and failure so to do shall relieve the Corporation, its
shareholders, directors, officers, transfer agent and registrar of liability for
failure to direct notices, dividends, or other documents or property to an
address other than the one appearing upon the records of the transfer agent and
registrar of the Corporation.
Section 9. Lost, Stolen, or Destroyed Certificates. The Corporation may
cause a new certificate or certificates to be issued in place of any certificate
or certificates theretofore issued by the Corporation alleged to have been lost,
stolen or destroyed, upon the making of an affidavit of that fact by the person
claiming the certificate of stock to be lost, stolen or destroyed. When
authorizing such issue of a new certificate or certificates, the Corporation
may, in its discretion and as a condition precedent to the issuance thereof,
require the owner of such lost, stolen or destroyed certificate or certificates,
or his legal representative, to give the Corporation a bond in such sum and in
such form as it may direct to indemnify against any claim that may be made
against the Corporation with respect to the certificate alleged to have been
lost, stolen or destroyed or the issuance of such new certificate. The
Corporation, in its discretion, may authorize the issuance of such new
certificates without any bond when, in its judgment, it is proper to do so.
Section 10. Registered Shareholders. The Corporation shall be entitled to
recognize the exclusive right of a person registered on its books as the owner
of such shares to receive dividends, to vote as such owner, to hold liable for
calls and assessments, and to treat as owner in all other respects, and shall
not be bound to recognize any equitable or other claims to or interest in such
share or shares on the part of any other person, whether or not it shall have
express or other notice thereof, except as otherwise provided by the laws of the
State of Indiana.
3
ARTICLE IV
Meetings of Shareholders
Section 1. Place of Meeting; Conference Telephone Meetings. Meetings of
shareholders of the Corporation shall be held at such place, within or outside
the State of Indiana, as may from time to time be designated by the Board of
Directors, or as may be specified in the notices or waivers of notice of such
meetings. A shareholder may participate in a shareholders meeting by means of a
conference telephone or similar communications equipment by which all persons
participating in the meeting can communicate with each other, and participating
by these means constitutes presence in person at the meeting.
Section 2. Annual Meeting. The annual meeting of shareholders for the
election of directors, and for the transaction of such other business as may
properly come before the meeting, shall be held on such day and at such time
within six (6) months following the close of the Corporation's fiscal year as
the Board of Directors may set by resolution. Failure to hold the annual meeting
within such time period shall not work any forfeiture or a dissolution of the
Corporation, and shall not affect otherwise valid corporate acts.
Section 3. Special Meetings. Special meetings of the shareholders, for any
purpose or purposes, unless otherwise prescribed by statute or by the Articles
of Incorporation, may be called by the Board of Directors or the President and
shall be called by the President or Secretary at the request in writing of a
majority of the Board of Directors or at the request of shareholders holding of
record not less than a majority of all of the shares outstanding and entitled by
the Articles of Incorporation to vote on the business for which the meeting is
being called. Such request by the shareholders shall be in writing, signed by
all of such shareholders (or their duly authorized proxies), dated and delivered
to the Corporation's secretary.
Section 4. Notice of Meetings. A written or printed notice, stating the
place, day and hour of the meeting and, in the case of a special meeting or when
required by the Indiana Business Corporation Law, the Articles of Incorporation
or these By-Laws, the purpose or purposes for which the meeting is called, shall
be delivered or mailed by the Secretary, or by the officers or persons calling
the meeting, to each shareholder of record entitled by the Articles of
Incorporation and by the Indiana Business Corporation Law to vote at such
meeting, at such address as appears upon the records of the Corporation, at
least ten (10) days and no more than sixty (60) days before the date of the
meeting. Notice of any such meeting may be waived in writing by any shareholder,
if the waiver sets forth in reasonable detail the purpose or purposes for which
the meeting is called, and the time and place thereof. Attendance at any such
meeting in person or by proxy shall constitute a waiver of notice of such
meeting. Each shareholder who has in the manner above provided waived notice of
a shareholders meeting, who personally attends a shareholders meeting or who is
represented at a shareholders meeting by a proxy authorized to appear by an
instrument of proxy, shall be conclusively presumed to have been given due
notice of such meeting. Notice of any adjourned meeting of shareholders shall
not be required to be given if the time and place thereof are announced at the
meeting at which the adjournment is taken, except as may be expressly required
by law.
Section 5. Addresses of Shareholders. The address of any shareholder
appearing on the records of the Corporation or appearing on the records
maintained by the Transfer Agent if the Corporation has appointed a Transfer
Agent shall be deemed to be the latest address of such shareholder for the class
of stock held by such shareholder.
Section 6. Voting at Meetings.
(a) Quorum. The holders of record of a majority of the issued and
outstanding stock of the Corporation entitled to vote at the
meeting, present in person or by proxy, shall constitute a quorum at
all meetings of shareholders for the transaction of business, except
where otherwise provided by law, the Articles of Incorporation or
these By-Laws. In the absence of a quorum, any officer entitled to
preside at, or act as secretary of, such meeting shall have the
power to adjourn the meeting from time to time until a quorum shall
be constituted. At any such adjourned meeting at which a quorum
shall be present, any business may be transacted
4
which might have been transacted at the original meeting, but only
those shareholders entitled to vote at the original meeting shall be
entitled to vote at any adjournment or adjournments thereof unless a
new record date is fixed by the Board of Directors for the adjourned
meeting.
(b) Voting Rights. Except as otherwise provided by law or by the
provisions of the Articles of Incorporation, every shareholder shall
have the right at every shareholders' meeting to one (1) vote for
each share of stock having voting power, registered in his name on
the books of the Corporation on the date for the determination of
shareholders entitled to vote, on all matters coming before the
meeting, including, without limitation, the election of directors.
At any meeting of the shareholders, every shareholder having the
right to vote shall be entitled to vote in person, or by proxy
executed in writing by the shareholder or a duly authorized
attorney-in-fact and bearing a date not more than eleven (11) months
prior to its execution, unless a longer time is expressly provided
therein.
(c) Required Vote. When a quorum is present at any meeting, action on a
matter (other than the election of directors) is approved if the
votes cast favoring the action exceed the votes cast opposing the
action unless the Indiana Business Corporation Law, the Articles of
Incorporation or these By-Laws require a greater number of
affirmative votes. Unless otherwise provided in the Articles of
Incorporation, directors are elected by a plurality of the votes
cast by the shares entitled to vote in the election at a meeting at
which a quorum is present.
(d) Validity of a Vote, Consent, Waiver or Proxy Appointment. If the
name on a vote, consent, waiver or proxy appointment corresponds to
the name of a shareholder, the Corporation if acting in good faith
may accept the vote, consent, waiver or proxy appointment and give
it effect as the act of the shareholder. The Corporation may reject
a vote, consent, waiver or proxy appointment if the authorized
tabulation officer, acting in good faith, has a reasonable basis for
doubt about the validity of the signature, or the signatory's
authority. If so accepted or rejected, the Corporation and its
officer are not liable in damages to the shareholder for any
consequences of the rejection. Any of the Corporation's actions
based on an acceptance or rejection of a vote, consent, waiver or
proxy appointment under this Section is valid unless a court of
competent jurisdiction determines otherwise.
Section 7. Voting List. The transfer agent (or, if the Corporation has no
transfer agent, the Secretary) of the Corporation shall make before each meeting
of shareholders, a complete list of the shareholders entitled by the Articles of
Incorporation to vote at such meeting, arranged in alphabetical order, with the
address and number of shares so entitled to vote held by each shareholder. Such
list shall be produced and kept open at the time and place of the meeting of
shareholders and shall be subject to the inspection of any shareholder during
the holding of such meeting.
Section 8. Fixing of Record Date to Determine Shareholders Entitled to
Vote. The Board of Directors may prescribe a period not exceeding seventy (70)
days prior to meetings of the shareholders during which no transfer of stock on
the books of the Corporation may be made; or, in lieu of prohibiting the
transfer of stock may fix a day and hour not more than seventy (70) days prior
to the holding of any meeting of shareholders as the time as of which
shareholders entitled to notice of, and to vote at, such meeting shall be
determined, and all persons who are holders of record of voting stock at such
time, and no others, shall be entitled to notice of, and to vote at, such
meeting. In the absence of such a determination, such date and time shall be the
close of business on the tenth (10th) day prior to the date of such meeting. Any
determination of shareholders entitled to notice of, or to vote at, a
shareholders meeting is effective for any adjournment of the meeting unless the
Board of Directors fixes a new record date, which is only required if the
meeting is adjourned to a date more than one hundred twenty (120) days after the
date fixed for the original meeting.
Section 9. Consent to Action by Shareholders. Any action required or
permitted to be taken at a shareholders meeting may be taken without a meeting
if one (1) or more written consents describing the
5
action taken are signed by all the shareholders entitled to vote on the action,
and delivered to the Corporation for inclusion in the minutes or filing with the
corporate records. Action taken under this section is effective when the last
shareholder entitled to vote on the action signs the consent, unless the consent
specifies a different prior or subsequent effective date.
6