EXHIBIT 4.2
BYLAWS
OF
SYNOVUS FINANCIAL CORP.
As Amended
Effective November 22, 2002
ARTICLE I.
OFFICES
Section 1. Principal Office. The principal office for the transaction
of the business of the corporation shall be located in
Muscogee County, Georgia, at such place within said County as
may be fixed from time to time by the Board of Directors.
Section 2. Other Offices. Branch offices and places of business may be
established at any time by the Board of Directors at any place
or places where the corporation is qualified to do business,
whether within or without the State of Georgia.
ARTICLE II.
SHAREHOLDERS' MEETINGS
Section 1. Meetings, Where Held. Any meeting of the shareholders of the
corporation, whether an annual meeting or a special meeting,
may be held either at the principal office of the corporation
or at any place in the United States within or without the
State of Georgia.
Section 2. Annual Meeting. The annual meeting of the shareholders of the
corporation 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 date and at such time and
place as is determined by the Board of Directors of the
corporation each year. Provided, however, that if the Board of
Directors shall fail to set a date for the annual meeting of
shareholders in any year, that the annual meeting of the
shareholders of the corporation shall be held on the fourth
Thursday in April of each year; provided, that if said day
shall fall upon a legal holiday, then such annual meeting
shall be held on the next day thereafter ensuing which is not
a legal holiday. In addition to any other applicable
requirements, for business to properly come before the
meeting, notice of any nominations of persons for election to
the Board of Directors or of any other business to be brought
before an annual meeting of shareholders by a shareholder must
be provided in writing to the Secretary of the corporation not
later than the close of business on the 45th day nor earlier
than the close of business on the 90th day prior to the date
of the proxy statement released to shareholders in connection
with the previous year's annual meeting and such business must
constitute a proper subject to be brought before such meeting.
Such shareholder's notice shall set forth (a) as to each
person whom the shareholder proposes to nominate for election
as a director all information relating to such person that is
required to be disclosed in solicitations of proxies for
election of directors, or is otherwise required, in each case
pursuant to Regulation 14A under the Securities Exchange Act
of 1934, as amended (including such person's written consent
to being named in the Proxy Statement in connection with such
annual meeting as a nominee and to serving as a director if
elected), and evidence reasonably satisfactory to the
corporation that such nominee has no interests that would
limit such nominee's ability to fulfill his or her duties of
office; (b) as to any other business that the shareholder
proposes to bring before the meeting, a brief description of
the business desired to be brought before the meeting, the
reasons for conducting such business at the meeting and any
material interest in such business of such shareholder and the
beneficial owner, if any, on whose behalf the proposal is
made; and (c) as to the shareholder giving the notice and the
beneficial owner, if any, on whose behalf the nomination or
proposal is made (i) the name and address of such shareholder,
as they appear on the corporation's books, and of such
beneficial owner and (ii) the class and number of shares of
the corporation that are owned beneficially and held of record
by such shareholder and such beneficial owner. Notwithstanding
anything in these bylaws to the contrary, no business shall be
conducted at the annual meeting except in accordance with the
procedures set forth in this Section 2. The Chairman of the
Board of Directors shall, if the facts warrant, determine and
declare to the meeting that business has not been properly
brought before the meeting in accordance with the provisions
of this Section 2, and if the Chairman should so determine,
the Chairman shall so declare to the meeting and any such
business not properly brought before the meeting shall not be
transacted.
Section 3. Special Meetings. A special meeting of the shareholders of the
corporation, for any purpose or purposes whatsoever, may be
called at any time by the Chairman of the Board, any Vice
Chairman of the Board, any Vice Chairman of the corporation,
the President, any Vice President, a majority of the Board of
Directors, or one or more shareholders of the corporation
representing at least 66 2/3% of the votes entitled to be cast
by the holders of all of the issued and outstanding shares of
common stock of the corporation. Such a call for a special
meeting must state the purpose of the meeting. This section,
as it relates to the call of a special meeting of the
shareholders of the corporation by one or more shareholders
representing at least 66 2/3% of the votes entitled to be cast
by the holders of all of the issued and outstanding shares of
common stock of the corporation shall not be altered, deleted
or rescinded except upon the affirmative vote of the
shareholders of the corporation representing at least 66 2/3%
of the votes entitled to be cast by the holders of all of the
issued and outstanding shares of common stock of the
corporation.
Section 4. Notice of Meetings. Unless waived, notice of each annual
meeting and of each special meeting of the shareholders of the
corporation shall be given to each shareholder of record
entitled to vote, not less than ten (10) days nor more than
seventy (70) days prior to said meeting. Such notice shall
specify the place, day and hour of the meeting; and in the
case of a special meeting, it shall also specify the purpose
or purposes for which the meeting is called.
Section 5. Waiver of Notice. Notice of an annual or special meeting of
the shareholders of the corporation may be waived by any
shareholder, either before or after the meeting; and the
attendance of a shareholder at a meeting, either in person or
by proxy, shall of itself constitute waiver of notice and
waiver of any and all objections to the place or time of the
meeting, or to the manner in which it has been called or
convened, except when a shareholder attends solely for the
purpose of stating, at the beginning of the meeting, an
objection or objections to the transaction of business at such
meeting.
Section 6. Quorum, Voting and Proxy. Shareholders representing a
majority of the votes entitled to be cast by the holders of
all of the issued and outstanding shares of common stock of
the corporation shall constitute a quorum at a shareholders'
meeting. Any shareholder may be represented and vote at any
shareholders' meeting by proxy filed with the Secretary of the
corporation on or before the date of such meeting; provided,
however, that no proxy shall be valid for more than 11 months
after the date thereof unless otherwise specified in such
proxy.
The common stock of the corporation shall have the following
voting rights:
(a) Except as otherwise provided in paragraph
(b) below, every holder of record of the common stock shall be
entitled to one (1) vote in person or by proxy on each matter
submitted to a vote at a meeting of shareholders for each
share of the common stock held of record by such holder as of
the record date of such meeting.
(b) Notwithstanding paragraph (a) above, every
holder of record of a share of the common stock meeting any
one of the following criteria, shall be entitled to ten (10)
votes in person or by proxy on each matter submitted to a vote
at a meeting of shareholders for each share of the common
stock held of record by such holder as of the record date of
such meeting which:
(1) has had the same beneficial owner
since April 24, 1986; or
(2) has had the same beneficial owner
for a continuous period of greater than 48 months
prior to the record date of such meeting; or
(3) is held by the same beneficial
owner to whom it was issued by the corporation in or
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as a part of an acquisition of a banking or
non-banking company by the corporation where the
resolutions adopted by the corporation's Board of
Directors approving said acquisition specifically
reference and grant such rights; or
(4) is held by the same beneficial
owner to whom it was issued by the corporation, or to
whom it transferred by the corporation from treasury
shares held by the corporation, and the resolutions
adopted by the corporation's Board of Directors
approving such issuance and/or transfer specifically
reference and grant such rights; or
(5) was acquired under any employee,
officer and/or director benefit plan maintained for
one or more employees, officers and/or directors of
the corporation, and/or its subsidiaries, and is held
by the same beneficial owner for whom it was acquired
under the terms and provisions of such plan; or
(6) was acquired by reason of
participation in a dividend reinvestment plan
approved by the corporation and is held by the same
beneficial owner for whom it was acquired under the
terms and provisions of such plan; or
(7) is owned by a holder who, in
addition to shares which are beneficially owned under
the provisions of paragraph (b) (1)-(6) above, is the
beneficial owner of less than 100,000 shares of
common stock of the corporation, with such amount to
be appropriately adjusted to properly reflect any
change in the shares of common stock of the
corporation by means of a stock split, a stock
dividend, a recapitalization or otherwise occurring
after April 24, 1986.
(c) For purposes of paragraphs (b) above and (e)
below:
(1) any transferee of a share of the
common stock receiving such stock:
(i) by gift; or
(ii) by bequest, devise or
otherwise through the law of inheritance,
descent and distribution from a descendant's
estate; or
(iii) by distribution from a
trust holding such stock for the benefit of
such transferee; or
(2) any corporate transferee receiving
such common stock solely in exchange for the capital
stock of such corporate transferee prior to December
31, 1986, provided that the transferor(s) of such
common stock and their respective donees, legatees
and devises own all of the issued and outstanding
shares of capital stock of such corporate transferee;
shall be deemed in each case to be the same
beneficial owner as the transferor.
Any transfer of any share of the capital stock of a
corporate transferee described in subparagraph (c) (2) above,
other than by means described in subparagraph (c) (1) above
shall disqualify all shares of the common stock held by such
corporate transferee from the operation of this paragraph (c).
(d) For purposes of paragraph (b) above, shares
of the common stock acquired pursuant to a stock option shall
be deemed to have been acquired on the date the option was
granted, and any shares of common stock acquired by the
beneficial owner as a direct result of a stock split, stock
dividend or other type of distribution of shares with respect
to existing shares ("Dividend Shares") will be deemed to have
been acquired and held continuously from the date on which the
shares with regard to which the Dividend Shares were issued
were acquired.
(e) For purposes of paragraph (b) above, any
share of the common stock held in "street" or "nominee" name
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shall be presumed to have been acquired by the beneficial
owner subsequent to April 24, 1986 and to have had the same
beneficial owner for a continuous period of less than 48
months prior to the record date of the meeting in question.
This presumption shall be rebuttable by presentation to the
corporation's Board of Directors by such beneficial owner of
evidence satisfactory to the corporation's Board of Directors
that such share has had the same beneficial owner
continuously since April 24, 1986 or such share has had the
same beneficial owner for a period greater than 48 months
prior to the record date of the meeting in question.
(f) For purposes of this section, a beneficial
owner of a share of common stock is defined to include a
person or group of persons who, directly or indirectly,
through any contract, arrangement, undertaking, relationship
or otherwise has or shares (1) voting power, which includes
the power to vote, or to direct the voting of such share of
common stock, (2) investment power, which includes the power
to direct the sale or other disposition of such share of
common stock, (3) the right to receive, retain or direct the
distribution of the proceeds of any sale or other disposition
of such share of common stock, or (4) the right to receive or
direct the disposition of any distributions, including cash
dividends, in respect of such share of common stock. For
purposes of paragraphs (a) through (e) above, all
determinations concerning beneficial ownership, changes
therein, or the absence of any such change, shall be made by
the corporation's Board of Directors. Written procedures
designed to facilitate such determinations shall be
established by the corporation's Board of Directors and
refined from time to time. Such procedures shall provide,
among other things, the manner of proof of facts that will be
accepted and the frequency with which such proof may be
required to be renewed. The corporation's Board of Directors
shall be entitled to rely on all information concerning
beneficial ownership of the common stock coming to its
attention from any source and in any manner reasonably deemed
by it to be reliable, but the corporation shall not be charged
with any other knowledge concerning the beneficial ownership
of the common stock. Any disputes arising concerning
beneficial ownership, changes therein, or the absence of any
such changes, pursuant to this paragraph (f), shall be
definitively resolved by a determination of the corporation's
Board of Directors made in good faith.
Section 7. Voting Rights. The voting rights of shares of common stock
of the corporation shall not be altered, deleted or rescinded
except upon the affirmative vote of the shareholders of the
corporation representing at least 66 2/3% of the votes
entitled to be cast by the holders of all of the issued and
outstanding shares of common stock of the corporation.
Section 8. No Meeting Necessary When. Any action required by law or
permitted to be taken at any shareholders' meeting may be
taken without a meeting if, and only if, written consent,
setting forth the action so taken, shall be signed by all of
the shareholders entitled to vote with respect to the subject
matter thereof. Such consent shall have the same force and
effect as a unanimous vote of the shareholders and shall be
filed with the Secretary and recorded in the Minute Book of
the corporation.
ARTICLE III.
DIRECTORS
Section 1. Number. The Board of Directors of the corporation shall
consist of not less than 8 nor more than 60 Directors. The
number of Directors may vary between said minimum and maximum,
and within said limits, the shareholders representing at least
66 2/3% of the votes entitled to be cast by the holders of all
of the issued and outstanding shares of common stock of the
corporation may, from time to time, by resolution fix the
number of Directors to comprise said Board. This section, as
it relates to, from time to time, fixing the number of
Directors of the corporation by the shareholders of the
corporation representing at least 66 2/3% of the votes
entitled to be cast by the holders of all of the issued and
outstanding shares of common stock of the corporation, shall
not be altered, deleted or rescinded except upon the
affirmative vote of the shareholders of the corporation
representing at least 66 2/3% of the votes entitled to be cast
by the holders of all of the issued and outstanding shares of
common stock of the corporation.
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Section 2. Election and Tenure. The Board of Directors of the corporation
shall be divided into three classes serving staggered 3-year
terms, with each class to be as nearly equal in number as
possible. At the first annual meeting of the shareholders of
the corporation on or after the date of adoption of this
provision, all members of the Board of Directors shall be
elected with the terms of office of Directors comprising the
first class to expire at the first annual meeting of the
shareholders of the corporation after their election, the
terms of office of Directors comprising the second class to
expire at the second annual meeting of the shareholders of the
corporation after their election and the terms of office of
Directors comprising the third class to expire at the third
annual meeting of the shareholders of the corporation after
their election, and as their terms of office expire, the
Directors of each class will be elected to hold office until
the third succeeding annual meeting of the shareholders of the
corporation after their election. In such elections, the
nominees receiving a plurality of votes shall be elected. This
section, as it relates to the division of the Board of
Directors into three classes serving staggered 3-year terms,
shall not be altered, deleted or rescinded except upon the
affirmative vote of the shareholders of the corporation
representing at least 66 2/3% of the votes entitled to be cast
by the holders of all of the issued and outstanding shares of
common stock of the corporation.
Section 3. Powers. The Board of Directors shall have authority to
manage the affairs and exercise the powers, privileges and
franchises of the corporation as they may deem expedient for
the interests of the corporation, subject to the terms of the
Articles of Incorporation, bylaws, any valid Shareholders'
Agreement, and such policies and directions as may be
prescribed from time to time by the shareholders of the
corporation.
Section 4. Meetings. The annual meeting of the Board of Directors shall
be held without notice immediately following the annual
meeting of the shareholders of the corporation, on the same
date and at the same place as said annual meeting of the
shareholders. The Board by resolution may provide for regular
meetings, which may be held without notice as and when
scheduled in such resolution. Special meetings of the Board
may be called at any time by the Chairman of the Board, any
Vice Chairman of the Board, any Vice Chairman of the
corporation, the President, or by any two or more Directors.
Section 5. Notice and Waiver; Quorum. Notice of any special meeting of
the Board of Directors shall be given to each Director
personally or by mail, telegram or cablegram addressed to him
at his last known address, at least one day prior to the
meeting. Such notice may be waived, either before or after the
meeting; and the attendance of a Director at any special
meeting shall of itself constitute a waiver of notice of such
meeting and of any and all objections to the place or time of
the meeting, or to the manner in which it has been called or
convened, except where a Director states, at the beginning of
the meeting, any such objection or objections to the
transaction of business. A majority of the Board of Directors
shall constitute a quorum at any Directors' meeting.
Section 6. No Meeting Necessary, When. Any action required by law or
permitted to be taken at any meeting of the Board of Directors
may be taken without a meeting if written consent, setting
forth the action so taken, shall be signed by all the
Directors. Such consent shall have the same force and effect
as a unanimous vote of the Board of Directors and shall be
filed with the Secretary and recorded in the Minute Book of
the corporation.
Section 7. Voting. At all meetings of the Board of Directors each
Director shall have one vote and, except as otherwise provided
herein or provided by law, all questions shall be determined
by a majority vote of the Directors present.
Section 8. Removal. Any one or more Directors or the entire Board of
Directors may be removed from office, with or without cause,
by the affirmative vote of the shareholders of the corporation
representing at least 66 2/3% of the votes entitled to be cast
by the holders of all of the issued and outstanding shares of
common stock of the corporation at any shareholders' meeting
with respect to which notice of such purpose has been given.
This section, as it relates to the removal of Directors of the
corporation by the shareholders of the corporation
representing at least 66 2/3% of the votes entitled to be cast
by the holders of all of the issued and outstanding shares of
common stock of the corporation, shall not be altered, deleted
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or rescinded except upon the affirmative vote of the
shareholders of the corporation representing at least 66 2/3%
of the votes entitled to be cast by the holders of all of the
issued and outstanding shares of common stock of the
corporation.
Section 9. Vacancies. Any vacancy occurring in the Board of Directors
caused by an increase in the number of Directors may be filled
by the shareholders of the corporation for a full classified
3-year term, or such vacancy may be filled by the Board of
Directors until the next annual meeting of the shareholders.
Any vacancy occurring in the Board of Directors caused by the
removal of a Director shall be filled by the shareholders, or
if authorized by the shareholders, by the Board of Directors,
for the unexpired term of the Director so removed. Any vacancy
occurring in the Board of Directors caused by a reason other
than an increase in the number of Directors or removal of a
Director may be filled by the Board of Directors, or the
shareholders, for the unexpired term of the Director whose
position is vacated. Vacancies in the Board of Directors
filled by the Board of Directors may be filled by the
affirmative vote of a majority of the remaining Directors,
though less than a quorum, or the sole remaining Director, as
the case may be.
Section 10. Dividends. The Board of Directors may declare dividends
payable in cash or other property out of the unreserved and
unrestricted net earnings of the current fiscal year, computed
to the date of declaration of the dividend, or the preceding
fiscal year, or out of the unreserved and unrestricted earned
surplus of the corporation, as they may deem expedient.
Section 11. Committees. In the discretion of the Board of Directors,
said Board from time to time may elect or appoint, from its
own members, an Executive Committee, an Audit Committee, a
Nominating Committee, a Corporate Development Committee, a
Compensation Committee and such other committee or committees
as said Board may see fit to establish. Each such committee
shall consist of two or more Directors, and each shall possess
such powers and be charged with such responsibilities, subject
to the limitations imposed herein these bylaws and by
applicable law, as the Board by resolution may from time to
time prescribe.
Executive Committee
The Executive Committee shall, during the intervals
between meetings of the corporation's Board of Directors,
possess and may exercise any and all powers of the
corporation's Board of Directors in the management and
direction of the business and affairs of the corporation in
which specific direction has not been given by the
corporation's Board of Directors.
Nominating Committee
The Nominating Committee shall possess the power and
be charged with the responsibility of: (i) evaluating the
performance of incumbent directors and non-directors in
determining whether or not they should be nominated for
re-election, or election in the first instance, by the
shareholders to serve upon the Board of Directors of the
corporation; and (ii) recommending to the Board of Directors
of the corporation whether or not the Board should nominate
such individuals for re-election or election, as the case may
be, by the shareholders to serve upon the Board of Directors
of the corporation.
Compensation Committee
The Compensation Committee shall possess the power
and be charged with the responsibility of: (i) evaluating and
setting the remuneration of senior management and members of
the Board of Directors of the corporation and the compensation
and fringe benefit plans in which officers, employees and
directors of the corporation are eligible to participate; and
(ii) recommending to the Board of Directors of the corporation
whether or not it should modify or approve such remuneration,
compensation or fringe benefit plans.
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Corporate Development Committee
The Corporate Development Committee shall possess the
power and be charged with the responsibility of reviewing with
and assisting the management of the corporation in the
formalization of plans and strategies with regard to the
future expansion and growth of, and the overall operation of,
the market areas served by, and the services provided by the
corporation and its subsidiaries, including, but not limited
to, plans and strategies in connection with acquisitions by
the corporation of control of organizations and firms engaged
in banking activities and activities determined by the Board
of Governors of the Federal Reserve System to be closely
related to banking, the provision by the corporation and its
subsidiaries of additional services to the customers in the
market areas served by the corporation and its subsidiaries
and the expansion of the market areas served by the
corporation and its subsidiaries.
Audit Committee
The Audit Committee shall possess the power and be
charged with the responsibility of: (i) reviewing and
determining the independence of the independent auditors to be
engaged by the corporation to perform the annual audit and
interim reviews of the financial condition of the corporation
and its subsidiaries (hereinafter referred to as the
"corporation's independent auditors"); (ii) reviewing,
determining and maintaining the independence of the
corporation's internal auditors by assisting management of the
corporation in the formulation of the job description of the
head of the corporation's internal audit division and
providing for direct reporting by the corporation's internal
auditors to it in all matters relating to the audit function;
(iii) instituting, directing and supervising investigations in
matters relating to the audit function to be made by the
corporation's internal auditors of the corporation and/or its
subsidiaries; (iv) reviewing and approving each professional
service to be provided by the corporation's independent
auditors for the corporation and/or its subsidiaries prior to
the performance of such services; (v) reviewing and approving
the range of management advisory services provided by the
corporation's independent auditors; (vi) reviewing the
adequacy by the corporation's and its subsidiaries' systems of
internal accounting controls; (vii) reviewing the scope and
results of the corporation's procedures for internal auditing
of the corporation and its subsidiaries; (viii) reviewing the
results of regulatory examination of the corporation and its
subsidiaries; (ix) reviewing the corporation's independent
auditor's plan and results of its audit engagement; (x)
periodically reviewing with the corporation's independent
auditors with the assistance of management of the corporation
the financial statement of the corporation and consolidated
financial statements of the corporation and its subsidiaries
with the primary goal of such review being to insure that such
financial statements fairly present the financial results of
the corporation in conformity with generally accepted
accounting principles; (xi) reviewing and recommending to the
Board of Directors of the corporation any engagement or
termination of the corporation's independent auditors; and
(xii) considering such other matters with regard to the
internal and independent audit of the corporation and its
subsidiaries as, in its discretion, it deems to be desirable,
periodically reporting to the Board of Directors of the
corporation as to the exercise of its duties and
responsibilities and, where appropriate, recommending to the
Board of Directors matters in connection with the audit
function upon which it should consider taking action.
Section 12. Officers, Salaries and Bonds. The Board of Directors shall
elect all officers of the corporation and shall approve the
remuneration, including remuneration from employee benefit
plans, of all officers, except that the Board of Directors
shall not have the responsibility to approve salaries for
officers who are not executive officers. The fact that any
officer is a Director shall not preclude him from receiving a
salary or from voting upon the resolution providing the same.
The Board of Directors may or may not, in their discretion,
require bonds from either or all of the officers and employees
of the corporation for the faithful performance of their
duties and good conduct while in office.
Section 13. Compensation of Directors. Directors, as such shall be
entitled to receive compensation for their service as
Directors and such fees and expenses, if any, for attendance
at each regular or special meeting of the Board and any
adjournments thereof, as may be fixed from time to time by
resolution of the Board, and such fees and expenses shall be
payable even though an adjournment be had because of the
absence of a quorum; provided, however, that nothing herein
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contained shall be construed to preclude any director from
serving the corporation in any other capacity and receiving
compensation therefor. Members of either standing or special
committees may be allowed such compensation as may be provided
from time to time by resolution of the Board for serving upon
and attending meetings of such committees.
Section 14. Advisory Directors. The Board of Directors of the corporation
may at its annual meeting, or from time to time thereafter,
appoint any individual to serve as a member of an Advisory
Board of Directors of the corporation. Any individual
appointed to serve as a member of an Advisory Board of
Directors of the corporation shall be entitled to attend all
meetings of the Board of Directors and may participate in any
discussion thereat, but such individual may not vote at any
meeting of the Board of Directors or be counted in determining
a quorum for such meeting. It shall be the duty of members of
the Advisory Board of Directors of the corporation to advise
and provide general policy advice to the Board of Directors of
the corporation at such times and places and in such groups
and committees as may be determined from time to time by the
Board of Directors, but such individuals shall not have any
responsibility or be subject to any liability imposed upon a
director or in any manner otherwise deemed a director. The
same compensation paid to directors for their services as
directors shall be paid to members of an Advisory Board of
Directors of the corporation for their services as advisory
directors. Each member of the Advisory Board of Directors
except in the case of his earlier death, resignation,
retirement, disqualification or removal, shall serve until the
next succeeding annual meeting of the Board of Directors and
thereafter until his successor shall have been appointed.
Section 15. Emeritus Directors. When a member of the Board of Directors or
the Advisory Board of Directors of the corporation, as the
case may be: (a) attains seventy (70) years of age or, (b)
prior to his attainment of seventy (70) years of age, retires
from his principal occupation, under the retirement policy and
criteria established from time to time by the Board of
Directors of the corporation (except for a member of the Board
of Directors or the Advisory Board of Directors of the
corporation: (1) who is, upon the attainment of age seventy
(70), then serving as an executive officer of the corporation;
or (2) who was sixty (60) years of age on June 14, 1973), such
director shall automatically, at his option, either (i) retire
from the Board of Directors or the Advisory Board of Directors
of the corporation, as the case may be; or (ii) be appointed
as a member of the Emeritus Board of Directors of the
corporation. A member of the Board of Directors or the
Advisory Board of Directors of the corporation: (1) who is,
upon the attainment of age seventy (70), then serving as an
executive officer of the corporation; or (2) who was sixty
(60) years of age on June 14, 1973, may, at his option,
either: (a) continue his service as a member of the Board of
Directors or the Advisory Board of Directors of the
corporation, as the case may be; or (b) be appointed as a
member of the Emeritus Board of Directors of the corporation.
Members of the Emeritus Board of Directors of the corporation
shall be appointed annually by the Chairman of the Board of
Directors of the corporation at the Annual Meeting of the
Board of Directors of the corporation, or from time to time
thereafter. Each member of the Emeritus Board of Directors of
the corporation, except in the case of his earlier death,
resignation, retirement, disqualification or removal, shall
serve until the next succeeding Annual Meeting of the Board of
Directors of the corporation. Any individual appointed as a
member of the Emeritus Board of Directors of the corporation
may, but shall not be required to, attend meetings of the
Board of Directors of the corporation and may participate in
any discussions thereat, but such individual may not vote at
any meeting of the Board of Directors of the corporation or be
counted in determining a quorum at any meeting of the Board of
Directors of the corporation, as provided in Section 5 of
Article III of the bylaws of the corporation. It shall be the
duty of the members of the Emeritus Board of Directors of the
corporation to serve as goodwill ambassadors of the
corporation, but such individuals shall not have any
responsibility or be subject to any liability imposed upon a
member of the Board of Directors of the corporation or in any
manner otherwise be deemed to be a member of the Board of
Directors of the corporation. Each member of the Emeritus
Board of Directors of the corporation shall be paid such
compensation as may be set from time to time by the Chairman
of the Board of Directors of the corporation and shall remain
eligible to participate in any Director Stock Purchase Plan
maintained by, or participated in, from time to time by the
corporation according to the terms and conditions thereof.
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ARTICLE IV.
OFFICERS
Section 1. Selection. The Board of Directors at each annual meeting shall
elect or appoint a President (who shall be a Director), a
Secretary and a Treasurer, each to serve for the ensuing year
and until his successor is elected and qualified, or until his
earlier resignation, removal from office, or death. The Board
of Directors, at such meeting, may or may not, in the
discretion of the Board, elect a Chairman of the Board, one or
more Vice Chairmen of the Board, one or more Vice Chairmen of
the corporation, one or more Chairmen of the Board-Emeritus
and/or one or more Vice Presidents and, also may elect or
appoint one or more Assistant Vice Presidents and/or one or
more Assistant Secretaries and/or one or more Assistant
Treasurers. When more than one Vice President is elected, they
may, in the discretion of the Board, be designated Executive
Vice President, First Vice President, Second Vice President,
etc., according to seniority or rank, and any person may hold
two or more offices, except that the President shall not also
serve as the Secretary.
Section 2. Removal, Vacancies. Any officers of the corporation may be
removed from office at any time by the Board of Directors,
with or without cause. Any vacancy occurring in any office of
the corporation may be filled by the Board of Directors.
Section 3. Chairman of the Board. The Chairman of the Board of Directors,
when and if elected, shall, whenever present, preside at all
meetings of the Board of Directors and at all meetings of the
shareholders. The Chairman of the Board of Directors shall
have all the powers of the President in the event of his
absence or inability to act, or in the event of a vacancy in
the office of the President. The Chairman of the Board of
Directors shall confer with the President on matters of
general policy affecting the business of the corporation and
shall have, in his discretion, power and authority to
generally supervise all the affairs of the corporation and the
acts and conduct of all the officers of the corporation, and
shall have such other duties as may be conferred upon the
Chairman of the Board by the Board of Directors.
Section 4. President. If there be no Chairman of the Board or Vice
Chairman of the Board elected, or in their absence, the
President shall preside at all meetings of the Board of
Directors and at all meetings of the shareholders. The
immediate supervision of the affairs of the corporation shall
be vested in the President. It shall be his duty to attend
constantly to the business of the corporation and maintain
strict supervision over all of its affairs and interests. He
shall keep the Board of Directors fully advised of the affairs
and condition of the corporation, and shall manage and operate
the business of the corporation pursuant to such policies as
may be prescribed from time to time by the Board of Directors.
The President shall, subject to approval of the Board and/or
Compensation Committee, hire and fix the compensation of all
employees and agents of the corporation, other than officers,
and any person thus hired shall be removable at his pleasure.
Section 5. Vice President. Any Vice President of the corporation may be
designated by the Board of Directors to act for and in the
place of the President in the event of sickness, disability or
absence of said President or the failure of said President to
act for any reason, and when so designated, such Vice
President shall exercise all the powers of the President in
accordance with such designation. The Vice Presidents shall
have such duties as may be required of, or assigned to, them
by the Board of Directors, the Chairman of the Board or the
President.
Section 6. Secretary. It shall be the duty of the Secretary to keep a
record of the proceedings of all meetings of the shareholders
and Board of Directors; to keep the stock records of the
corporation; to notify the shareholders and Directors of
meetings as provided by these bylaws; and to perform such
other duties as may be prescribed by the Chairman of the
Board, President or Board of Directors. Any Assistant
Secretary, if elected, shall perform the duties of the
Secretary during the absence or disability of the Secretary
and shall perform such other duties as may be prescribed by
the Chairman of the Board, President, Secretary or Board of
Directors.
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Section 7. Treasurer. The Treasurer shall keep, or cause to be kept, the
financial books and records of the corporation, and shall
faithfully account for its funds. He shall make such reports
as may be necessary to keep the Chairman of the Board, the
President and Board of Directors fully informed at all times
as to the financial condition of the corporation, and shall
perform such other duties as may be prescribed by the Chairman
of the Board, President or Board of Directors. Any Assistant
Treasurer, if elected, shall perform the duties of the
Treasurer during the absence or disability of the Treasurer,
and shall perform such other duties as may be prescribed by
the Chairman of the Board, President, Treasurer or Board of
Directors.
ARTICLE V.
CONTRACTS, ETC.
Section 1. Contracts, Deeds and Loans. All contracts, deeds, mortgages,
pledges, promissory notes, transfers and other written
instruments binding upon the corporation shall be executed on
behalf of the corporation by the Chairman of the Board, if
elected, the President, or by such other officers or agents as
the Board of Directors may designate from time to time. Any
such instrument required to be given under the seal of the
corporation may be attested by the Secretary or Assistant
Secretary of the corporation.
Section 2. Proxies. The Chairman of the Board, any Vice Chairman of the
Board, any Vice Chairman of the corporation, the President,
any Executive Vice President, Secretary or Treasurer of the
corporation shall have full power and authority, on behalf of
the corporation, to attend and to act and to vote at any
meetings of the shareholders, bond holders or other security
holders of any corporation, trust or association in which the
corporation may hold securities, and at and in connection with
any such meeting shall possess and may exercise any and all of
the rights and powers incident to the ownership of such
securities and which as owner thereof the corporation might
have possessed and exercised if present, including the power
to execute proxies and written waivers and consents in
relation thereto. In the case of conflicting representation at
any such meeting, the corporation shall be represented by its
highest ranking officer, in the order first above stated.
Notwithstanding the foregoing, the Board of Directors may, by
resolution, from time to time, confer like powers upon any
other person or persons.
ARTICLE VI.
CHECKS AND DRAFTS
Checks and drafts of the corporation shall be signed by such officer or
officers or such other employees or persons as the Board of Directors may from
time to time designate.
ARTICLE VII.
STOCK
Section 1. Certificates of Stock. Shares of capital stock of the
corporation shall be issued in certificate or book-entry form.
Certificates shall be numbered consecutively and entered into
the stock book of the corporation as they are issued. Each
certificate shall state on its face the fact that the
corporation is a Georgia corporation, the name of the person
to whom the shares are issued, the number and class of shares
(and series, if any) represented by the certificate and their
par value, or a statement that they are without par value. In
addition, when and if more than one class of shares shall be
outstanding, all share certificates of whatever class shall
state that the corporation will furnish to any shareholder
upon request and without charge a full statement of the
designations, relative rights, preferences and limitations of
the shares of each class authorized to be issued by the
corporation.
Section 2. Signature; Transfer Agent; Registrar. Share certificates shall
be signed by the President or Vice President and by the
Treasurer or an Assistant Treasurer, or the Secretary or an
Assistant Secretary of the corporation, and shall bear the
seal of the corporation or a facsimile thereof. The Board of
Directors may from time to time appoint transfer agents and
registrars for the shares of capital stock of the corporation
or any class thereof, and when any share certificate is
countersigned by a transfer agent or registered by a
registrar, the signature of any officer of the corporation
appearing thereon may be a facsimile signature. In case any
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officer who signed, or whose facsimile signature was placed
upon, any such certificate shall have died or ceased to be
such officer before such certificate is issued, it may
nevertheless be issued with the same effect as if he continued
to be such officer on the date of issue.
Section 3. Stock Book. The corporation shall keep at its principal
office, or at the office of its transfer agent, wherever
located, with a copy at the principal office of the
corporation, a book, to be known as the stock book of the
corporation, containing in alphabetical order the name of each
shareholder of record, together with his address, the number
of shares of each kind, class or series of stock held by him
and his social security number. The stock book shall be
maintained in current condition. The stock book, including the
share register, or the duplicate copy thereof maintained at
the principal office of the corporation, shall be available
for inspection by any shareholder at any meeting of the
shareholders upon request and shall also be made available for
inspection and copying upon the request of any shareholder
owning in excess of 2% of the corporation's common stock,
which request must be made in accordance with the provisions
of Section 14-2-1602 of the Official Code of Georgia
Annotated, as amended. The information contained in the stock
book and share register may be stored on punch cards, magnetic
tape, or any other approved information storage devices
related to electronic data processing equipment, provided that
any such method, device, or system employed shall first be
approved by the Board of Directors, and provided further that
the same is capable of reproducing all information contained
therein, in legible and understandable form, for inspection by
shareholders or for any other proper corporate purpose.
Section 4. Transfer of Stock; Registration of Transfer. The stock of the
corporation shall be transferred only by surrender of the
certificate and transfer upon the stock book of the
corporation. Upon surrender to the corporation, or to any
transfer agent or registrar for the class of shares
represented by the certificate surrendered, of a certificate
properly endorsed for transfer, accompanied by such assurances
as the corporation, or such transfer agent or registrar, may
require as to the genuineness and effectiveness of each
necessary endorsement and satisfactory evidence of compliance
with all applicable laws relating to securities transfers and
the collection of taxes, it shall be the duty of the
corporation, or such transfer agent or registrar, to issue a
new certificate, cancel the old certificate and record the
transactions upon the stock book of the corporation.
Section 5. Registered Shareholders. Except as otherwise required by law,
the corporation shall be entitled to treat the person
registered on its stock book as the owner of the shares of the
capital stock of the corporation as the person exclusively
entitled to receive notification, dividends or other
distributions, to vote and to otherwise exercise all the
rights and powers of ownership and shall not be bound to
recognize any adverse claim.
Section 6. Record Date. For the purpose of determining shareholders
entitled to notice of or to vote at any meeting of
shareholders or any adjournment thereof, or to express consent
to or dissent from any proposal without a meeting, or for the
purpose of determining shareholders entitled to receive
payment of any dividend or the allotment of any rights, or for
the purpose of any other action affecting the interests of
shareholders, the Board of Directors may fix, in advance, a
record date. Such date shall not be more than seventy (70) nor
less than ten (10) days before the date of any such meeting
nor more than seventy (70) days prior to any other action. In
each case, except as otherwise provided by law, only such
persons as shall be shareholders of record on the date so
fixed shall be entitled to notice of and to vote at such
meeting and any adjournment thereof, to express such consent
or dissent, or to receive payment of such dividend or such
allotment of rights, or otherwise be recognized as
shareholders for any other related purpose, notwithstanding
any registration of a transfer of shares on the stock book of
the corporation after any such record date so fixed.
Section 7. Lost Certificates. When a person to whom a certificate of
stock has been issued alleges it to have been lost, destroyed
or wrongfully taken, and if the corporation, transfer agent or
registrar is not on notice that such certificate has been
acquired by a bona fide purchaser, a new certificate may be
issued upon such owner's compliance with all of the following
conditions, to-wit: (a) He shall file with the Secretary of
the corporation, and the transfer agent or the registrar, his
request for the issuance of a new certificate, with an
affidavit setting forth the time, place and circumstances of
the loss; (b) He shall also file with the Secretary, and the
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transfer agent or the registrar, a bond with good and
sufficient security acceptable to the corporation and the
transfer agent or the registrar, or other agreement of
indemnity acceptable to the corporation and the transfer agent
or the registrar, conditioned to indemnify and save harmless
the corporation and the transfer agent or the registrar from
any and all damage, liability and expense of every nature
whatsoever resulting from the corporation's or the transfer
agent's or the registrar's issuing a new certificate in place
of the one alleged to have been lost; and (c) He shall comply
with such other reasonable requirements as the Chairman of the
Board, the President or the Board of Directors of the
corporation, and the transfer agent or the registrar shall
deem appropriate under the circumstances.
Section 8. Replacement of Mutilated Certificates. A new certificate may
be issued in lieu of any certificate previously issued that
may be defaced or mutilated upon surrender for cancellation of
a part of the old certificate sufficient in the opinion of the
Secretary and the transfer agent or the registrar to duly
identify the defaced or mutilated certificate and to protect
the corporation and the transfer agent or the registrar
against loss or liability. Where sufficient identification is
lacking, a new certificate may be issued upon compliance with
the conditions set forth in Section 7 of this Article VII.
ARTICLE VIII.
INDEMNIFICATION AND REIMBURSEMENT
Subject to any express limitations imposed by applicable law, every
person now or hereafter serving as a director, officer, employee or agent of the
corporation and all former directors and officers, employees or agents shall be
indemnified and held harmless by the corporation from and against the obligation
to pay a judgment, settlement, penalty, fine (including an excise tax assessed
with respect to an employee benefit plan), and reasonable expenses (including
attorneys' fees and disbursements) that may be imposed upon or incurred by him
or her in connection with or resulting from any threatened, pending, or
completed, action, suit, or proceeding, whether civil, criminal, administrative,
investigative, formal or informal, in which he or she is, or is threatened to be
made, a named defendant or respondent: (a) because he or she is or was a
director, officer, employee, or agent of the corporation; (b) because he or she
is or was serving at the request of the corporation as a director, officer,
partner, trustee, employee, or agent of another corporation, partnership, joint
venture, trust, employee benefit plan or other enterprise; or (c) because he or
she is or was serving as an employee of the corporation who was employed to
render professional services as a lawyer or an accountant to the corporation;
regardless of whether such person is acting in such a capacity at the time such
obligation shall have been imposed or incurred, if (i) such person acted in a
manner he or she believed in good faith to be in or not opposed to the best
interests of the corporation, and, with respect to any criminal proceeding, if
such person had no reasonable cause to believe his or her conduct was unlawful
or (ii), with respect to an employee benefit plan, such person believed in good
faith that his or her conduct was in the interests of the participants in and
beneficiaries of the plan.
Reasonable expenses incurred in any proceeding shall be paid by the
corporation in advance of the final disposition of such proceeding if authorized
by the Board of Directors in the specific case, or if authorized in accordance
with procedures adopted by the Board of Directors, upon receipt of a written
undertaking executed personally by or on behalf of the director, officer,
employee, or agent to repay such amount if it shall ultimately be determined
that he or she is not entitled to be indemnified by the corporation, and a
written affirmation of his or her good faith belief that he or she has met the
standard of conduct required for indemnification.
The foregoing rights of indemnification and advancement of expenses
shall not be deemed exclusive of any other right to which those indemnified may
be entitled, and the corporation may provide additional indemnity and rights to
its directors, officers, employees or agents to the extent they are consistent
with law.
The provisions of this Article VIII shall cover proceedings whether now
pending or hereafter commenced and shall be retroactive to cover acts or
omissions or alleged acts or omissions which heretofore have taken place. In the
event of death of any person having a right of indemnification or advancement of
expenses under the provisions of this Article VIII, such right shall inure to
the benefit of his or her heirs, executors, administrators and personal
representatives. If any part of this Article VIII should be found to be invalid
or ineffective in any proceeding, the validity and effect of the remaining
provisions shall not be affected.
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ARTICLE IX.
MERGERS, CONSOLIDATIONS AND OTHER DISPOSITIONS OF ASSETS
The affirmative vote of the shareholders of the corporation
representing at least 66 2/3% of the votes entitled to be cast by the holders of
all of the issued and outstanding shares of common stock of the corporation
shall be required to approve any merger or consolidation of the corporation with
or into any corporation, and the sale, lease, exchange or other disposition of
all, or substantially all, of the assets of the corporation to or with any other
corporation, person or entity, with respect to which the approval of the
corporation's shareholders is required by the provisions of the corporate laws
of the State of Georgia. This Article shall not be altered, deleted or
rescinded except upon the affirmative vote of the shareholders representing at
least 66 2/3% of the votes entitled to be cast by the holders of all of the
issued and outstanding shares of common stock of the corporation.
ARTICLE X.
CRITERIA FOR CONSIDERATION OF TENDER OR OTHER OFFERS
Section 1. Factors to Consider. The Board of Directors of the corporation
may, if it deems it advisable, oppose a tender or other offer
for the corporation's securities, whether the offer is in cash
or in the securities of a corporation or otherwise. When
considering whether to oppose an offer, the Board of Directors
may, but is not legally obligated to, consider any pertinent
issues; by way of illustration, but not of limitation, the
Board of Directors may, but shall not be legally obligated to,
consider any or all of the following:
(i) whether the offer price is acceptable based
on the historical and present operating results or financial
condition of the corporation;
(ii) whether a more favorable price could be
obtained for the corporation's securities in the future;
(iii) the impact which an acquisition of the
corporation would have on the employees, depositors and
customers of the corporation and its subsidiaries and the
communities which they serve;
(iv) the reputation and business practices of the
offeror and its management and affiliates as they would affect
the employees, depositors and customers of the corporation and
its subsidiaries and the future value of the corporation's
stock;
(v) the value of the securities, if any, that
the offeror is offering in exchange for the corporation's
securities, based on an analysis of the worth of the
corporation as compared to the offeror or any other entity
whose securities are being offered; and
(vi) any antitrust or other legal or regulatory
issues that are raised by the offer.
Section 2. Appropriate Actions. If the Board of Directors determines
that an offer should be rejected, it may take any lawful
action to accomplish its purpose including, but not limited
to, any or all of the following: (i) advising shareholders not
to accept the offer; (ii) litigation against the offeror;
(iii) filing complaints with governmental and regulatory
authorities; (iv) acquiring the corporation's securities; (v)
selling or otherwise issuing authorized but unissued
securities of the corporation or treasury stock or granting
options or rights with respect thereto; (vi) acquiring a
company to create an antitrust or other regulatory problem for
the offeror; and (vii) soliciting a more favorable offer from
another individual or entity.
ARTICLE XI.
AMENDMENT
Except as otherwise specifically provided herein, the bylaws of the
corporation may be altered, amended or added to by the affirmative vote of the
shareholders of the corporation representing 66 2/3% of the votes entitled to be
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cast by the holders of all of the issued and outstanding shares of common stock
of the corporation present and voting therefor at a shareholders' meeting or,
subject to such limitations as the shareholders may from time to time prescribe,
by a majority vote of all the Directors then holding office at any meeting of
the Board of Directors.
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