Form T-1
OMB APPROVAL
OMB Number: 3235-0110
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM T-1
STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE
UNITED STATES CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A
TRUSTEE PURSUANT TO SECTION 305(b)(2) [X]
SouthTrust Bank
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(Exact name of trustee as specified in its charter)
Alabama 63-0022787
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(Jurisdiction of incorporation or organization (I.R.S. Employer Identification
if not a U.S. national bank) Number)
420 North 20th Street Birmingham, Alabama 35223
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(Address of principal executive offices) (Zip Code)
John Buchanan, Chief Legal Officer
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SouthTrust Bank 420 North 20th Street Birmingham, Alabama 35203
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(205) 254-5150
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(Name, address and telephone number of agent for services)
ProAssurance Corporation
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(Exact name of obligor as specified in its charter)
Delaware 63-1261433
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(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
100 Brookwood Place, Birmingham, AL 35209
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(Address of principal executive offices) (Zip Code)
3.90% Convertible Senior Debentures Due 2023
--------------------------------------------
(Title of the indenture securities)
FURNISH THE FOLLOWING INFORMATION AS TO THE TRUSTEE:
(a)NAME AND ADDRESS OF EACH EXAMINING OR SUPERVISING AUTHORITY TO WHICH IT IS
SUBJECT
Federal Reserve Bank of Atlanta
1000 Peachtree St., NE
Atlanta, GA 30309-4470
State of Alabama
State Banking Department
Center for Commerce
401 Adams Avenue, Suite 680
Montgomery, AL 36130-1201
Federal Deposit Insurance Corporation
Washington, DC 20549
(b)WHETHER IT IS AUTHORIZED TO EXERCISE CORPORATE TRUST POWERS:
The trustee is authorized to exercise corporate trust powers.
ITEM #2 AFFILIATIONS WITH THE OBLIGOR. IF THE OBLIGOR IS AN AFFILIATE OF THE
TRUSTEE, DESCRIBE SUCH AFFILIATION.
The obligor is not an affiliate of the trustee.
ITEMS 3 TO 15. Items 3 through 15 are inapplicable because, to the best of the
trustee's knowledge, the obligor is not in default on any indenture for which
the trustee acts as trustee.
ITEM 16. LIST OF EXHIBITS.
List below all exhibits filed as a part of this statement of eligibility.
1. A copy of the articles of association of the trustee as now in
effect. SEE EXHIBIT #1
2. A copy of the certificate of authority of the trustee to commence
business, if not contained in the articles of ASSOCIATION. SEE
EXHIBIT #1
3. A copy of the authorization of the trustee to exercise corporate
trust powers, if such authorization is not contained in the
documents specified in paragraph (1) or (2) above. SEE EXHIBIT #1
4. A copy of the existing bylaws of the trustee, or instruments
corresponding thereto. SEE EXHIBIT #2
5. A copy of each indenture referred to in Item 4, if the obligor is
in default. N/A
6. The consents of United States institutional trustees required by
Section 321 (b) of the Act. SEE EXHIBIT #3
7. A copy of the latest report of condition of the trustee published
pursuant to law or the requirements of its supervising or examining
authority. SEE EXHIBIT #4
8. A copy of any order pursuant to which the foreign trustee is
authorized to act as sole trustee under indentures qualified or to
be qualified under the Act. N/A
9. Foreign trustees are required to furnish a consent to service of
process on Form F-X. N/A
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939 the trustee,
SouthTrust Bank, an Alabama banking corporation, organized and existing under
the laws of Alabama, has duly caused this statement of eligibility to be signed
on its behalf by the undersigned, thereunto duly authorized, all in the City of
Birmingham, and State of Alabama, on the 24th day of October, 2003.
SouthTrust Bank
By: /s/ John S. Hiott
-------------------
John S. Hiott
Senior Vice President and Manager
Corporate Trust Department
EXHIBIT#1 ARTICLES OF INCORPORATION
OF
SOUTHTRUST BANK,
AN ALABAMA BANKING CORPORATION
The undersigned, acting as incorporators under the Code of Alabama
1975, as amended, including, without limitation, the provisions of Section
5-7A-21 thereof, adopt the following Articles of Incorporation.
ARTICLE 1
Name
The name of the corporation shall be SouthTrust Bank.
ARTICLE 2
Duration
The duration of the corporation shall be perpetual, unless otherwise
legally terminated.
ARTICLE 3
Objects
The objects or purposes for which the corporation is formed are:
(a) To do all things necessary and incident to carrying on the
business of banking and such business as is done by trust companies doing a
banking business.
(b) To discount bills, notes and other evidences of debt.
(c) To receive and pay out deposits, with or without interest, and
impose charges for services.
(d) To receive on special deposit money, bullion, or foreign
coins, or bonds or securities.
(e) To buy and sell foreign and domestic exchanges, gold and
silver bullion or foreign coins, bonds, bills of exchange, notes and other
negotiable paper.
(f) To lend money on personal security or upon pledge of bonds,
stocks or other negotiable security.
(g) To take and receive security by mortgage, security agreement,
or otherwise own property, real and personal.
(h) To become trustee for any purpose and to be appointed and to
act as executors, administrators, guardians, receivers or fiduciaries as
provided by law.
(i) To lease real and personal property upon the specific request
of a customer.
(j) To perform computer, management, and travel agency services
for others.
(k) To subscribe to the capital stock and become a member of the
Federal Reserve System and to comply with the rules and regulations thereof.
(l) To do any business and exercise any powers incident to the
business of bank and trust companies doing a banking business.
ARTICLE 4
Registered Office and Agent
The address of the corporation's initial registered office shall be 420
North 20th Street, Birmingham, Jefferson County, Alabama 35203 and its initial
agent at such address shall be John D. Buchanan.
ARTICLE 5
Capital Accounts
5.1 The corporation's total authorized capital stock shall be
$9,006,600.00, divided into 1,020,000 shares of common stock with a par value of
eight dollars and eighty-three cents ($8.83) each.
5.2 The amount of capital, surplus and undivided profit with which
the corporation will begin business as a state bank shall be $9,006,600 as
capital stock, $1,722,348,855 as surplus, $1,634,759,842 as undivided profit and
net unrealized gain (loss) on available for sale securities of ($141,831,404)
for a total of $3,224,283,893.
ARTICLE 6
Principal Office
The location of the principal office of the corporation in the State of
Alabama shall be 420 North 20th Street, Birmingham, Jefferson County, Alabama
35203.
ARTICLE 7
Powers
The corporation shall possess all of the powers necessary and incident
to the conduct the banking business and it is hereby vested with the necessary
power to carry out the objects and purposes herein expressed in Article 3
hereof, and shall have all powers especially conferred upon its corporation by
the laws of the State of Alabama, as well as those necessarily implied, together
with the following additional powers:
(a) To engage in business as a natural person may, not
inconsistent with the provisions of law pertaining to the organization and
regulation of a banking corporation in the State of Alabama.
(b) To lend money and take security therefor, and to borrow money
and give security therefor on any and all of the property of the corporation.
(c) To buy, sell, lease, acquire, own, use and occupy real estate
and personal property in any locality, in a legal manner, that may be necessary
or convenient for the conduct and maintenance of a banking business.
(d) To conduct for a reasonable time any business of each and
every kind that might be necessary for it to conduct by virtue of the
corporation having taken over such business as a result of a foreclosure of any
mortgage or collateral security that might necessarily have taken over;
provided, however, that said authority shall in no event continue or be
exercised beyond such time as the Superintendent of Banks for the State of
Alabama shall fix as the termination date for the reasonable exercise of the
authority.
(e) To accept deposits and payments on loans and other obligations
as agent for other banks located in Alabama that are subsidiaries of the same
bank holding company.
(f) To exercise any power which a federally chartered or regulated
bank could exercise (subject to the prior approval, if required, of the
Superintendent of Banks for the State of Alabama).
ARTICLE 8
Directors
8.1 The corporation's current Board of Directors consists of
fourteen (14) persons, who shall serve until the next annual meeting of the
shareholders and until their successors are elected and qualified.
8.2 Each director shall be the owner and holder of shares of stock
in the corporation or its ultimate parent bank holding company, and each
director shall hold at least two shares in his or her name, unpledged and
unencumbered in any way except for a statutory lien which might attach in favor
of the corporation issuing such stock.
8.3 Not less than 75% of the directors of the corporation shall,
during their whole term of service, be citizens of the United States. At least
51% of the directors of the corporation shall be residents of the State of
Alabama.
8.4 The names and addresses of the members of the current Board of
Directors are set forth below:
(a) Julian W. Banton: SouthTrust Bank, National Association
420 North 20th Street, 4th Floor
Birmingham, Alabama 35203
(b) Thomas E. Bradford, Jr.: Bradford & Company
Post Office Box 278
Birmingham, Alabama 35201
(c) Ronald G. Bruno: Bruno Capital Management Corporation
Bruno Capital Building
100 Grandview Place, Suite 500
Birmingham, Alabama 35243
(d) H. M. Burt, Jr.: 727 Hillyer High Road
Anniston, Alabama 36207
(e) David J. Cooper: Cooper/T. Smith Corporation
Post Office Box 1566
Mobile, Alabama 36633
(f) Sallie C. Creel: Thrifty Car Rental
3844 Brook Hollow Lane
Birmingham, Alabama 35243
(g) James D. Davis: Jemison Investment Company, Inc.
2001 Park Place, Suite 320
Birmingham, Alabama 35203
(h) James C. Harrison: Protective Industrial Insurance Company
2300 11th Avenue North
Birmingham, Alabama 35234
(i) Chris H. Horgen: Southeastern Technology Fund
207 Eastside Square
Huntsville, Alabama 35801
(j) Judy M. Merritt: Jefferson State Junior College
2601 Carson Road
Birmingham, Alabama 35215
(k) Thomas E. Mitchell: Stuart Construction Company, Inc.
Post Office Box 579
Bay Minette, Alabama 36507
(l) William V. Muse: Auburn University
107 Samford Hall
Auburn, Alabama 36849
(m) William E. Smith, Jr.: Royal Cup, Inc.
160 Cleage Drive
Birmingham, Alabama 35217
(n) R. Neal Travis: 2120 Southwinds Circle
Birmingham, Alabama 35244
ARTICLE 9
Incorporators
9.1 The name and address of the incorporators are as follows:
(a) Julian W. Banton: SouthTrust Bank, National Association
420 North 20th Street, 4th Floor
Birmingham, Alabama 35203
(b) Thomas E. Bradford, Jr.: Bradford & Company
Post Office Box 278
Birmingham, Alabama 35201
(c) H. M. Burt, Jr.: 727 Hillyer High Road
Anniston, Alabama 36207
(d) Sallie C. Creel: Thrifty Car Rental
3844 Brook Hollow Lane
Birmingham, Alabama 35243
(e) James D. Davis: Jemison Investment Company, Inc.
2001 Park Place, Suite 320
Birmingham, Alabama 35203
(f) James C. Harrison: Protective Industrial Insurance Company
2300 11th Avenue North
Birmingham, Alabama 35234
(g) Judy M. Merritt: Jefferson State Junior College
2601 Carson Road
Birmingham, Alabama 35215
(h) William E. Smith, Jr.: Royal Cup, Inc.
160 Cleage Drive
Birmingham, Alabama 35217
(i) R. Neal Travis: 2120 Southwinds Circle
Birmingham, Alabama 35244
ARTICLE 10
By-Laws
10.1 The dates on which the shareholders. annual meeting shall be
held, the number of directors and the terms of office of the officers, and the
powers and duties of the officers shall be fixed by the by-laws of the
corporation.
10.2 The corporation shall have power to make by-laws for the
regulation and governance of the corporation, its agents, servants or officers,
and for all other purposes not inconsistent with the Constitution and laws of
the State of Alabama.
ARTICLE 11
No Director Liability
A director of the corporation shall have no liability to the
corporation or its shareholders for money damages for any action taken, or any
failure to take any action, as a director, except for liability for (A) the
amount of a financial benefit received by a director to which he or she is not
entitled; (B) an intentional infliction of harm on the corporation or the
shareholders; (C) a violation of Alabama Code Section 10-2B-8.83, (D) liability
imposed by any federal or state law or regulation or applicable regulatory
agency; (E) an intentional violation of criminal law; or (F) a breach of the
directorss.s duty of loyalty to the corporation or its shareholders.
IN WITNESS WHEREOF, the undersigned incorporators set their names on
the 19th day of May, 2000.
//James D. Davis
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//Julian W. Banton
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//William E. Smith, Jr.
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//H.M Burt, Jr.
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//Sallie C. Creel
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//R. Neal Travis
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//Thomas E. Bradford, Jr.
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//James C. Harrison
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//Judy M. Merritt
EXHIBIT#2
B Y L A W S
OF
SOUTHTRUST BANK
an Alabama Banking Corporation
TABLE OF CONTENTS
Article I. Offices........................................................................................ 1
Article II. Shareholders................................................................................... 1
Section 2.1 Annual Meetings....................................................................... 1
Section 2.2 Special Meetings...................................................................... 1
Section 2.3 Place of Meetings..................................................................... 1
Section 2.4 Action by Shareholders Without a Meeting.............................................. 1
Section 2.5 Notice of Meetings.................................................................... 2
Section 2.6 Waiver of Notice...................................................................... 2
Section 2.7 Record Date........................................................................... 3
Section 2.8 Shareholders' List for Meeting........................................................ 3
Section 2.9 Voting Entitlement of Shares.......................................................... 3
Section 2.10 Proxies............................................................................... 4
Section 2.11 Corporation's Acceptance of Votes..................................................... 4
Section 2.12 Conduct of Meeting.................................................................... 5
Section 2.13 Quorum................................................................................ 5
Section 2.14 Voting for Directors; Cumulative Voting............................................... 5
Article III. Board of Directors............................................................................. 6
Section 3.1 General Powers........................................................................ 6
Section 3.2 Number, Tenure and Qualifications..................................................... 6
Section 3.3 Oath of Directors..................................................................... 6
Section 3.4 Resignation of Directors.............................................................. 7
Section 3.5 Removal of Directors by Shareholders.................................................. 7
Section 3.6 Vacancy on Board...................................................................... 7
Section 3.7 Compensation of Directors............................................................. 7
Section 3.8 Meetings.............................................................................. 8
Section 3.9 Action Without Meeting................................................................ 8
Section 3.10 Notice of Meeting..................................................................... 8
Section 3.11. Waiver of Notice...................................................................... 8
Section 3.12 Quorum and Voting..................................................................... 9
Section 3.13 Committees of Directors............................................................... 9
Section 3.14 Director Emeritus..................................................................... 13
Section 3.15 Area Boards........................................................................... 13
Article IV. Officers....................................................................................... 14
Section 4.1 Positions............................................................................. 14
Section 4.2 Election and Term of Office........................................................... 14
Section 4.3 Vacancies............................................................................. 14
Section 4.4 Resignation and Removal of Officers................................................... 14
Section 4.5 Contract Rights of Officers........................................................... 15
Section 4.6 Duties of Officers.................................................................... 15
Section 4.7 Compensation.......................................................................... 16
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Article V. Conveyances, Transfers and Contracts........................................................... 16
Section 5.1 Conveyances, Etc...................................................................... 16
Section 5.2 Receipts, Checks, Drafts and Warrants................................................. 16
Section 5.3 Trust Department Activities........................................................... 16
Section 5.4 Seal.................................................................................. 17
Article VI. Borrowings..................................................................................... 17
Section 6.1 Borrowings; Collateral for Borrowings................................................. 17
Section 6.2 Time or Interest Bearing Certificates of Deposit...................................... 17
Article VII. Certificates Representing Shares............................................................... 17
Section 7.1 Certificates Representing Shares...................................................... 17
Section 7.2 Legends on Certificates............................................................... 18
Section 7.3 Transfer of Shares.................................................................... 18
Section 7.4 Lost, Stolen, Destroyed, or Mutilated Certificates.................................... 18
Article VIII. Indemnification of Directors, Officers and Employees........................................... 19
Section 8.1 Indemnification....................................................................... 19
Section 8.2 Insurance............................................................................. 19
Section 8.3 Survival of Right..................................................................... 20
Article IX. General........................................................................................ 20
Section 9.1 Fiscal Year........................................................................... 20
Section 9.2 Surplus; Restriction of Dividends..................................................... 20
Section 9.3 Checks................................................................................ 20
Section 9.4 Corporate Seal........................................................................ 20
Section 9.5 Voting of Corporation's Securities.................................................... 20
Section 9.6 Loans, Gifts, Favors, Etc. to Banking Department Employees from the Corporation,
Employees, Etc., Prohibited.................................................................... 21
Section 9.7 Semi-Annual Report.................................................................... 21
Section 9.8 Loans................................................................................. 21
Section 9.9 Bonds................................................................................. 22
Section 9.10 Purchase of Corporate Stock........................................................... 22
Section 9.11 Articles of Incorporation............................................................. 22
Article X. Amendment of Bylaws............................................................................ 22
Section 10.1 Amendment by Board of directors or Shareholders....................................... 22
Section 10.2 Bylaw Increasing Quorum or Voting Requirement for Shareholders........................ 22
Section 10.3 Bylaw Increasing Quorum or Voting Requirement for Directors........................... 23
Article XI. Emergency Preparedness Program................................................................. 23
ii
BYLAWS
OF
SOUTHTRUST BANK
an Alabama Banking Corporation
Article I. Offices
The main office of the corporation shall be located in
Birmingham, Alabama. The corporation may have such other offices, within and
without the State of Alabama, as the board of directors may determine or as the
business of the corporation may require.
The registered office of the corporation, required by the
Alabama Business Corporation Act to be maintained in the State of Alabama, may
but need not be the same as its main office in the State of Alabama. The
corporation may change its registered office from time to time in the manner
specified by the Alabama Business Corporation Act. The corporation may change
its main office from time to time in the manner specified by the Alabama Banking
Code.
Article II. Shareholders
Section II.1 Annual Meetings. The annual meeting of the
shareholders of the corporation, commencing with the year 2001, shall be held on
the third Tuesday of January in each year if not a legal holiday in the State of
Alabama, and if a legal holiday, then on the next succeeding business day not a
legal holiday, at 10:00 a.m., or at such other date and time as shall be
designated from time to time by the board of directors and stated in the notice
of the meeting, for the purpose of electing directors and for the transaction of
such other business as may come before the meeting. If the election of directors
shall not be held on the day designated herein for the annual meeting of the
shareholders, or at any adjournment thereof, the board of directors shall cause
the election to be held at a special meeting of the shareholders as soon
thereafter as may be conveniently held.
Section II.2 Special Meetings. Special meetings of the
shareholders may be called by the board of directors, the chairman of the board,
the president or the holders of at least 10 percent of all the votes entitled to
be cast on any issue proposed to be considered at the proposed special meeting
in the manner specified by the Alabama Business Corporation Act.
Section II.3 Place of Meetings. Annual and special meetings
shall be held at the main office of the corporation in the State of Alabama, or
at such other place, within or without the State of Alabama, as may be
designated by the board of directors or the person or persons calling the
meeting and stated in the notice of the meeting.
Section II.4 Action by Shareholders Without a Meeting. Action
required or permitted by the Constitution of Alabama or the Alabama Business
Corporation Act to be taken at a shareholders' meeting may be taken without a
meeting if the action is taken by all shareholders entitled to vote on the
action. The action shall be evidenced by one or more written consents describing
the action taken, 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.
1
Section II.5 Notice of Meetings.
(a) The corporation, or, in the case of a special meeting
called by the holders of at least 10 percent of all the votes entitled to be
cast on any issue proposed to be considered at the special meeting, the holders
calling the meeting, shall notify shareholders in writing of the date, time, and
place of each annual and special shareholders' meeting no fewer than 10 nor more
than 60 days before the meeting date except as otherwise required by the Alabama
Banking Code. Unless the Alabama Business Corporation Act or the articles of
incorporation require otherwise, the corporation, or other persons calling the
meeting, are required to give notice only to shareholders entitled to vote at
the meeting. Notwithstanding the provisions of this section or any other
provisions of the Alabama Business Corporation Act, the stock or bonded
indebtedness of the corporation shall not be increased at a meeting unless
notice of such meeting shall have been given as may be required by Section 234
of the Constitution of Alabama as the same may be amended from time to time.
Without limitation, deposits accepted by the corporation, whether insured or
secured, shall not be deemed bonded indebtedness.
(b) Notice of an annual meeting need not include a
statement of the purpose or purposes for which the meeting is called.
(c) Notice of a special meeting shall include a statement
of the purpose or purposes for which the meeting is called.
(d) If not otherwise fixed in the manner specified under
the Alabama Business Corporation Act, the record date for determining
shareholders entitled to notice of and to vote at an annual or special
shareholders' meeting is the day before the first notice is delivered to
shareholders.
(e) If an annual or special shareholders' meeting is
adjourned to a different date, time, or place, notice need not be given of the
new date, time, or place if the new date, time, or place is announced at the
meeting before adjournment. If a new record date for the adjourned meeting is or
must be fixed in the manner specified under the Alabama Business Corporation
Act, however, notice of the adjourned meeting shall be given to persons who are
shareholders as of the new record date.
Section II.6 Waiver of Notice. A shareholder may waive any
notice required by the Constitution of Alabama, the Alabama Business Corporation
Act, the Alabama Banking Code, the articles of incorporation, or these bylaws
before or after the date and time stated in the notice. Execution of a unanimous
action by written consent by shareholders shall be deemed to include a waiver of
notice of a meeting. The waiver shall be in writing, be signed by the
shareholder entitled to the notice, and be delivered to the corporation for
inclusion in the minutes or filing with the corporate records. A shareholder's
attendance at a meeting:
(a) waives objection to lack of notice or defective
notice of the meeting, unless the shareholder at the beginning of the meeting
objects to holding the meeting or transacting business at the meeting; and
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(b) waives objection to consideration of a particular
matter at the meeting that is not within the purpose or purposes described in
the meeting notice, unless the shareholder objects to considering the matter
before action is taken on the matter.
Section II.7 Record Date. The board of directors may fix or
provide the manner of fixing the record date for one or more voting groups in
order to determine the shareholders entitled to notice of a shareholders'
meeting, to demand a special meeting, to vote, or to take any other action. A
record date may not be more than 70 days before the meeting or action requiring
a determination of shareholders. A 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 it
must do if the meeting is adjourned to a date more than 120 days after the date
fixed for the original meeting.
Section II.8 Shareholders' List for Meeting. After fixing a
record date for a meeting, the corporation shall prepare an alphabetical list of
the names of all its shareholders who are entitled to notice of a shareholders'
meeting. The list shall be arranged by voting group (and within each voting
group by class or series of shares) and show the address of and number of shares
held by each shareholder. The shareholders' list shall be available for
inspection by any shareholder, beginning two business days after notice of the
meeting is given for which the list was prepared and continuing through the
meeting, at the corporation's main office or, if the corporation's main office
is located outside the State of Alabama, at its registered office. A
shareholder, his or her agent, or attorney is entitled on written demand to
inspect and, for a proper purpose, to copy the list, during regular business
hours and at his or her expense, during the period it is available for
inspection. The corporation shall make the shareholders' list available at the
meeting, and any shareholder, his or her agent, or attorney is entitled to
inspect the list at any time during the meeting or any adjournment. Refusal or
failure to prepare or make available the shareholders' list does not affect the
validity of action taken at the meeting. The stock transfer records of the
corporation shall be prima facie evidence as to who are the shareholders
entitled to examine the shareholders' list or transfer records or to vote at any
meeting of shareholders.
Section II.9 Voting Entitlement of Shares.
(a) Subject to subsections (b) and (c) of this section,
each outstanding share, regardless of class, is entitled to one vote on each
matter submitted to a vote at a shareholders' meeting. Persons whose stock is
pledged shall be entitled to vote, unless in the transfer by the pledgor on the
books of the corporation the pledgor has expressly empowered the pledgee to vote
thereon, in which case only the pledgee, or his proxy, may represent such stock
and vote thereon. Only shares are entitled to vote.
(b) The shares of the corporation are not entitled to
vote if they are owned, directly or indirectly, by a second corporation,
domestic or foreign, and the first corporation owns, directly or indirectly, a
majority of the shares entitled to vote for directors of the second corporation,
unless a court of competent jurisdiction determines that the voting of such
shares is not for the purpose of perpetuation of management or other improper
purpose.
(c) Subsection (b) of this section does not limit the
power of a corporation to vote any shares, including its own shares, held by it
in a fiduciary capacity.
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(d) Redeemable shares are not entitled to vote after
notice of redemption is mailed to the holders and a sum sufficient to redeem the
shares has been deposited with a bank, trust company, or other financial
institution under an irrevocable obligation to pay the holders the redemption
price on surrender of the shares.
Section II.10 Proxies. A shareholder may vote in person or by
proxy. A shareholder may appoint a proxy to vote or otherwise act for the
shareholder by signing an appointment form, either personally or by the
shareholder's attorney-in-fact. An appointment of a proxy is effective when
received by the secretary or other officer or agent authorized to tabulate
votes. An appointment is valid for 11 months unless a longer period is expressly
provided in the appointment form. An appointment of a proxy is revocable by the
shareholder unless the appointment form conspicuously states that it is
irrevocable and the appointment is coupled with an interest. The revocation of
an appointment or the death or incapacity of the shareholder appointing a proxy
does not affect the right of the corporation to accept the proxy's authority
unless notice of the revocation, death or incapacity is received by the
secretary or other officer or agent authorized to tabulate votes before the
proxy exercises his or her authority under the appointment. An appointment made
irrevocable under this section is revoked when the interest with which it is
coupled is extinguished.
Section II.11 Corporation's Acceptance of Votes. If the name
signed on a vote, consent, waiver or proxy appointment corresponds to the name
of a shareholder, the corporation if acting in good faith is entitled to accept
the vote, consent, waiver, or proxy appointment and give it effect as the act of
the shareholder. If the name signed on a vote, consent, waiver, or proxy
appointment does not correspond to the name of its shareholder, the corporation
if acting in good faith is nevertheless entitled to accept the vote, consent,
waiver, or proxy appointment and give it effect as the act of the shareholder
if:
(a) the shareholder is an entity and the name signed
purports to be that of an officer or agent of the entity;
(b) the name signed purports to be that of an
administrator, executor, guardian, or conservator representing the shareholder
and, if the corporation requests, evidence of fiduciary status acceptable to the
corporation has been presented with respect to the vote, consent, waiver, or
proxy appointment;
(c) the name signed purports to be that of a receiver or
trustee in bankruptcy of the shareholder and, if the corporation requests,
evidence of his or her status acceptable to the corporation has been presented
with respect to the vote, consent, waiver, or proxy appointment;
(d) the name signed purports to be that of a pledgee,
beneficial owner, or attorney-in-fact of the shareholder and, if the corporation
requests, evidence acceptable to the corporation of the signatory's authority to
sign for the shareholder has been presented with respect to the vote, consent,
waiver, or proxy appointment; or
(e) two or more persons are the shareholder as co-tenants
or fiduciaries and the name signed purports to be the name of at least one of
the co-owners and the person signing appears to be acting on behalf of all
co-owners.
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The corporation is entitled to reject a vote, consent, waiver,
or proxy appointment if the secretary or other officer or agent authorized to
tabulate votes, acting in good faith, has reasonable basis for doubt about the
validity of the signature on it or about the signatory's authority to sign for
the shareholder. The corporation and its officer or agent who accepts or rejects
a vote, consent, waiver, or proxy appointment in good faith and in accordance
with the standards of this section are not liable in damages to the shareholder
for the consequences of the acceptance or rejection. Corporate action based on
the 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 II.12 Conduct of Meeting. (a) Except as to matters
approved unanimously by voice vote of the shareholders and votes concerning
matters deemed to be procedural or administrative in character by the chairman
of the meeting, all votes of shareholders shall be cast by written ballot of the
shareholders on such forms as may be prescribed by the board of directors of the
corporation or, in the absence thereof, the chairman of the meeting.
(b) All meetings of shareholders shall be
presided over by a chairman who shall be the chairman of the board of directors
of the corporation, or in his absence, the president of the corporation, or the
designee of such person. The chairman of the meeting shall conduct the meeting
in a reasonable and orderly fashion and shall have the discretion to adopt such
rules of, and make determinations as to, parliamentary procedure as he deems
necessary or appropriate. Not limiting the foregoing, the chairman of the
meeting shall have the discretion to determine matters which may be properly
brought before the meeting, to establish agendas for the meeting, to recognize
speakers and to reasonably limit time for debate.
Section II.13 Quorum. Shares entitled to vote as a separate
voting group may take action on a matter at a meeting only if a quorum of those
shares exists with respect to that matter. Unless the Alabama Business
Corporation Act provides otherwise, a majority of the votes entitled to be cast
on the matter by the voting group constitutes a quorum of that voting group for
action on that matter, but in no event shall a quorum consist of less than
one-third of the votes entitled to be cast on the matter by the voting group.
Once a share is represented for any purpose at a meeting, it is, unless
established to the contrary, presumed present for quorum purposes for the
remainder of the meeting. If a quorum is present when a vote is taken, action on
a matter (other than the election of directors) by a voting group is approved if
the votes cast within the voting group favoring the action exceed the votes cast
opposing the action, unless the Constitution of Alabama as the same may be
amended from time to time, the articles of incorporation, or the Alabama
Business Corporation Act require a greater number of affirmative votes. An
amendment of articles of incorporation adding, changing, or deleting a quorum or
voting requirement for a voting group greater than specified must meet the same
quorum requirement and be adopted by the same vote and voting groups required to
take action under the quorum and voting requirements then in effect or proposed
to be adopted, whichever is greater.
Section II.14 Voting for Directors; Cumulative Voting.
Directors are elected by a majority of the votes cast by the shares entitled to
vote in the election at a meeting at which a quorum is present when the vote is
taken. Shareholders shall not have the right to cumulate their votes for
directors.
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Article III. Board of Directors
Section III.1 General Powers. All corporate powers shall be
exercised by or under authority of, and the business and affairs of the
corporation managed under the direction of, its board of directors, subject to
any limitation set forth in the articles of incorporation or a shareholder
agreement authorized under the Alabama Business Corporation Act.
Section III.2 Number, Tenure and Qualifications. (a) The
directors constituting the current board of directors are set forth in the
articles of incorporation, and the members of the board shall hold office until
the first annual meeting of shareholders following the adoption of these bylaws
and until their successors shall have been elected and qualified. Thereafter,
the number of directors constituting the board of directors shall be not less
than five nor more than twenty-five, the exact number to be determined by
resolution of the board of directors. After shares are issued, only the
shareholders may change the range for the size of the board or change from a
fixed to a variable-range size board or vice versa.
(b) The directors have the power to fix or change the
number of directors; and the directors may increase or decrease by 30 percent or
less the number of directors last approved by the shareholders, but only the
shareholders may increase or decrease by more than 30 percent the number of
directors last approved by the shareholders.
(c) Directors shall hold office until the next succeeding
annual meeting of shareholders and until their successors shall have been
elected and qualified.
(d) A director shall be a natural person of the age of at
least nineteen (19) years. Not less than seventy-five percent (75%) of the
directors of the corporation shall, during their whole term of service, be
citizens of the United States At least fifty-one percent (51%) of the directors
of the corporation must be residents of the State of Alabama. Each director
shall be the owner and holder of at least two shares of stock in the
corporation, or its ultimate parent bank holding company, in his or her own
name, and such shares must not be pledged or encumbered in any way except for
statutory lien which might attach in favor of the corporation. No person
convicted of a felony or a crime involving moral turpitude shall serve as a
director.
(e) In applicable circumstances, persons standing for
election as directors shall receive the prior approval of the primary federal
regulator of the corporation.
(f) Any director of the corporation or any member of any
Area Board (as defined in Section 3.15 of these bylaws) who has reached his or
her 68th birthday or who has retired from his or her principal business position
or occupation will not be eligible for re-election as director or as a member of
a Area Board; provided, however, that the foregoing provision relating to
retirement from such person's principal business position or occupation shall
not apply to any director who has served as chairman of the board of the
corporation.
Section III.3 Oath of Directors. Every director shall, within
thirty (30) days after his election, take and subscribe, in duplicate, an oath
that he will diligently and honestly perform his
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duties as such director, not knowingly violate or permit to be violated any
provision of the banking law of the State of Alabama and that he is the owner in
good faith of the shares of stock of the corporation, or its ultimate parent
bank holding company, required to qualify him for such office, standing in his
own name on such corporation's books. A copy of such oath shall be filed with
the Superintendent of Banks of the State of Alabama. No director shall perform
the duties of his office until such oath is made, and in case a director fails
to make such oath, his place on the board of directors shall be declared vacant
and his successor elected as prescribed by these bylaws, such successor being
required to have the same qualifications and take the same oath as provided by
this Article.
Section III.4 Resignation of Directors. A director may resign
at any time by delivering written notice to the board of directors, the chairman
of the board of directors, or to the corporation. A resignation is effective
when the notice is delivered unless the notice specifies a later effective date.
Section III.5 Removal of Directors by Shareholders. The
shareholders may remove one or more directors with or without cause unless the
articles of incorporation provide that directors may be removed only for cause.
If a director is elected by a voting group of shareholders, only the
shareholders of that voting group may participate in the vote to remove him or
her. A director may be removed only if the number of votes cast to remove him or
her exceeds the number of votes cast not to remove him or her. A director may be
removed by the shareholders only at a meeting called for the purpose of removing
him or her and the meeting notice must state that the purpose, or one of the
purposes, of the meeting is the removal of the director or by a unanimous action
by written consent of the shareholders.
Section III.6 Vacancy on Board. If a vacancy occurs on a board
of directors:
(a) The shareholders may fill the vacancy, whether
resulting from an increase in the number of directors or otherwise; or
(b) The board of directors may fill the vacancy, except
that the directors shall have the power to fill a vacancy resulting from an
increase in the number of directors only if expressly provided for in the
articles of incorporation; or
(c) If the directors remaining in office constitute fewer
than a quorum of the board, they may fill the vacancy, if it is one that the
directors are authorized to fill, by the affirmative vote of a majority of all
the directors remaining in office.
If the vacant office was held by a director elected by a
voting group of shareholders, only the holders of shares of that voting group
are entitled to vote to fill the vacancy if it is filled by the shareholders. A
vacancy that will occur at a specific later date (by reason of a resignation
effective at a later date as provided by the Alabama Business Corporation Act or
otherwise) may be filled before the vacancy occurs but the new director may not
take office until the vacancy occurs.
Section III.7 Compensation of Directors. Each director of the
corporation who is not an officer or employee of the corporation shall be
entitled to an attendance fee for each meeting
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of the board of directors and a quarterly retainer fee, the amount of such fees
to be established from time to time by the Human Resources Committee of the
board of directors.
Section III.8 Meetings. The board of directors may hold
regular or special meetings within or without the State of Alabama. The board of
directors shall hold regular meetings at such time as may be fixed by the
directors. Unless the articles of incorporation provide otherwise, the board of
directors may permit any or all directors to participate in a regular or special
meeting by, or conduct a meeting through the use of, any means of communication
by which all participating may simultaneously hear each other during the
meeting. A director participating in a meeting by this means is deemed to be
present.
(a) Directors' First Meeting of Each Year. The
board of directors, at their first meeting after their election by the
shareholders at the annual meeting, shall fix and prescribe the amount of bond
that shall be required of each officer and employee of the bank, and such amount
shall not be less than the amount that may have been fixed or that may be
hereafter fixed by the Superintendent of Banks of the State of Alabama for
officers and employees of banks of the class to which the corporation belongs.
(b) Superintendent Called Meetings. Anything
contained in these bylaws or in the articles of incorporation to the contrary
notwithstanding, meetings of the board of directors may be called by the
Superintendent of Banks of the State of Alabama and held at any time and place
he or she requires.
Section III.9 Action Without Meeting. Action required or
permitted by the Alabama Business Corporation Act to be taken at a board of
directors' meeting may be taken without a meeting if the action is taken by all
members of the board. The action shall be evidenced by one or more written
consents describing the action taken, signed by each director, and included in
the minutes or filed with the corporate records reflecting the action taken.
Action taken under this section is effective when the last director signs the
consent, unless the consent specifies a different effective date. A consent
signed under this section has the effect of a meeting vote and may be described
as such in any document.
Section III.10 Notice of Meeting. (a) A regular meeting of the
board of directors may be held without notice immediately after, and at the same
place as, the annual meeting of shareholders. Other regular meetings may be held
upon such notice and at such time and place as shall be determined by the board.
(b) Special meetings of the board of directors shall be
preceded by reasonable advance notice of the date, time, and place of the
meeting. The notice need not describe the purpose of the special meeting. Notice
may be given in writing or in person or by telegram, telephone, facsimile or
other reasonable means.
Section III.11 Waiver of Notice.
(a) A director may waive any notice required by the
Alabama Business Corporation Act, the Alabama Banking Code, the articles of
incorporation, or these bylaws before or after the date and time stated in the
notice. Except as provided by subsection (b) of this section, the waiver
8
must be in writing, signed by the director entitled to notice, and filed with
the minutes or corporate records.
(b) A director's attendance at or participation in a
meeting:
(1) waives objection to lack of any required
notice to him or her or defective notice of the meeting unless the
director at the beginning of the meeting (or promptly upon his or her
arrival) objects to holding the meeting or transacting business at the
meeting and does not thereafter vote for or assent to action taken at
the meeting; and
(2) waives objection to consideration of a
particular matter at the meeting that is not within the purpose or
purposes described in the meeting notice, unless the director objects
to considering the matter before action is taken on the matter.
Section III.12 Quorum and Voting. A quorum of the board of
directors consists of:
(a) a majority of the fixed number of directors if the
corporation has a fixed board size; or
(b) a majority of the fixed number of directors
prescribed, or if no number is prescribed the number in office immediately
before the meeting begins, if the corporation has a variable-range size board.
If a quorum is present when a vote is taken, the affirmative
vote of a majority of directors present is the act of the board of directors. A
director is, unless established to the contrary, presumed present for quorum
purposes for the remainder of a meeting at which he or she has been present for
any purpose.
A director who is present at a meeting of the board of
directors or a committee of the board of directors when corporate action is
taken is deemed to have assented to the action taken unless: (1) he or she
objects at the beginning of the meeting (or promptly upon his or her arrival) to
holding it or transacting business at the meeting or, as to a matter required
under the articles of incorporation or these bylaws to be included in the notice
of the purpose of the meeting, he or she objects before action is taken on the
matter; (2) his or her dissent or abstention from action taken is entered in the
minutes of the meeting; or (3) he or she delivers written notice of his or her
dissent or abstention to the presiding officer of the meeting before its
adjournment or to the corporation immediately after adjournment of the meeting.
The right of dissent or abstention is not available to a director who votes in
favor of the action taken.
Section III.13 Committees of Directors. The board of directors
may create one or more committees and appoint members of the board of directors
to serve on them. Each committee may have one or more members, who serve at the
pleasure of the board of directors. The creation of a committee and appointment
of members to it shall be approved by the greater of (1) a majority of all the
directors in office when the action is taken or (2) the number of directors
required by the articles of incorporation or these bylaws to take such action.
The provisions of the articles of incorporation and these bylaws which govern
meetings, action without meetings, notice and waiver of notice, and quorum and
voting requirements of the board of directors, apply to committees and
9
their members as well. To the extent specified by the board of directors or in
the articles of incorporation or these bylaws, each committee may exercise the
authority of the board of directors. A committee may not however: (1) authorize
shareholder distributions; (2) approve or propose to shareholders action that
the Alabama Business Corporation Act requires be approved by shareholders; (3)
fill vacancies on the board of directors or on any of its committees; (4) amend
the articles of incorporation; (5) adopt, amend, or repeal bylaws; (6) approve a
plan of merger not requiring shareholder approval; (7) authorize or approve
reacquisition of shares, except according to formula or method prescribed by the
board of directors; or (8) authorize or approve the issuance or sale or contract
for sale of shares, or determine the designation and relative rights,
preferences, and limitations of a class or series of shares, except that the
board of directors may authorize a committee (or a senior executive officer of
the corporation) to do so within limits specifically prescribed by the board of
directors.
Such committees shall include, but shall not be limited to,
the following:
EXECUTIVE COMMITTEE. The board of directors shall, at its
initial meeting after its election in each year, elect from among their number a
committee of three or more who, with the chairman of the board and the president
of the corporation, shall constitute the Executive Committee of the board of
directors. Each member of the Executive Committee shall serve for the ensuing
year and until his or her successor is elected and shall qualify; provided,
however, that any member of the Executive Committee may be removed, with or
without cause, at any time by the board of directors. All vacancies in said
Committee shall be filled by the board of directors.
The chairman of the board of directors and the president of
the corporation shall be members of the Committee and shall have the power to
vote with respect to all matters coming before the Executive Committee. The
Executive Committee shall meet at such times as it may decide. It shall keep a
separate book of minutes of its proceedings and actions, and make reports to the
board of directors, from time to time, of its actions.
All the powers of the board of directors when the board is not
in session may be exercised by the Executive Committee, except such powers as
are prohibited by Section 3.13 above. Unless otherwise provided by resolutions
duly adopted by the board of directors, a majority of the Executive Committee
shall constitute a quorum for the transaction of business.
The Executive Committee shall review all loans when the total
liability of the borrower exceeds an established amount, which amount is to be
determined and set by the board of directors from time to time.
All persons appointed or elected to office by the Executive
Committee shall hold their respective offices only until the next annual meeting
of the board of directors.
Each member of the Executive Committee, except salaried
officers of the corporation, shall be entitled to an attendance fee for each
meeting of the Committee, the amount of such fee to be established by the board
of directors.
AUDIT AND EXAMINATION COMMITTEE. The board of directors shall,
at its initial meeting after its election in each year, elect from among its
number a committee of three or
10
more who constitute the Audit and Examination Committee of the board of
directors. No member of the Audit and Examination Committee shall be an officer
or employee of the corporation or shall be a member of the Trust Policy
Committee. Each member of the Audit and Examination Committee shall serve until
his or her successor is elected and shall qualify; provided, however, that any
member of the Audit and Examination Committee may be removed, with or without
cause, at any time by the board of directors of the corporation.
The Audit and Examination Committee shall make suitable
examinations every six months of the affairs of the corporation. The result of
such examination shall be reported in writing to the board of directors at the
next regular meeting thereafter, stating whether the corporation is in a sound
and solvent condition, whether adequate internal audit controls and procedures
are being maintained, and recommending to the board such changes in the manner
of doing business, etc. as shall be deemed advisable. The Audit and Examination
Committee, upon its own recommendation and with the approval of the board of
directors, may employ a qualified firm of Certified Public Accountants to make
an examination and audit of the corporation. If such a procedure is followed,
the one annual examination and audit of such firm of accountants and the
presentation of its report to the board of directors will be deemed sufficient
to comply with the requirements of this section of these bylaws.
At least once during each calendar year and as often as
required by regulations, the Audit and Examination Committee shall make suitable
audits of the Trust and Financial Services Division or cause suitable audits to
be made by auditors responsible only to the board of directors and, at such
time, shall ascertain whether the Trust and Financial Services Division has been
administered in accordance with law, appropriate regulations and sound fiduciary
principles. In lieu of such periodic audits, the board of directors may elect to
adopt an adequate continuous audit system. A report of the audits and
examinations, together with the action taken thereon, shall be noted in the
minutes of the board of directors.
Each member of the Audit and Examination Committee, except
salaried officers, shall be entitled to an attendance fee for each meeting of
the Committee, the amount of such fee to be established by the Human Resources
Committee of the board of directors.
TRUST POLICY COMMITTEE. The board of directors shall, at its
initial meeting after its election in each year, elect from among its number a
committee of four or more directors, who are not officers or employees of the
corporation, who shall constitute the Trust Policy Committee. Each member of the
Trust Policy Committee shall serve for the ensuing year and until his or her
successor is elected and shall qualify; provided, however, that any member of
the Trust Policy Committee may be removed, with or without cause, at any time by
the board of directors of the corporation.
The Trust Policy Committee shall be responsible for the
formulation of policy with respect to all fiduciary functions exercised by the
Trust and Financial Services Division and shall take all such action as, in its
judgment, may be necessary to insure the proper functioning of the Trust and
Financial Services Division in matters pertaining to trust administration,
investments, operations and new business development. The Trust Policy Committee
shall from time to time receive information reflecting the implementation of its
decisions and shall have authority to establish standing or ad hoc committees
for the purpose of carrying out policies formulated by it.
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The Trust Policy Committee shall review the affairs of the Trust and Financial
Services Division on an annual basis and, if appropriate, make recommendations
with respect thereto. The Trust Policy Committee may authorize any one or more
of its members, or officers assigned to the Trust and Financial Services
Division, to grant prior approval of the acceptance of any or all appointments
of the corporation in a fiduciary capacity and to cause the granting of each
such prior approval to be made a matter of written record. The Trust Policy
Committee shall have such other and further duties as may from time to time be
assigned to it by the board of directors.
All investments of trust funds shall be made, retained or
disposed of in accordance with policies, procedures or practices established or
approved by the Trust Policy Committee, or with the express approval of the
Trust Policy Committee, and the Trust Policy Committee shall keep minutes of all
of its meetings showing the disposition of all matters considered and passed
upon by it. At least once during each period of twelve months, the Trust Policy
Committee shall review, or cause to be reviewed, all the assets held in or for
each fiduciary account for which the Trust and Financial Services Division is
charged with investment responsibility in order to determine the safety and
current value of such accounts and the feasibility of retaining or disposing of
them.
The Trust Policy Committee shall fix the time for its regular
meetings (to be held at least quarterly), provide for the call of special
meetings and may adopt rules of procedure. Unless otherwise provided by a
resolution duly adopted by the board of directors, the majority of the Trust
Policy Committee shall constitute a quorum for the transaction of business. Each
member of the Trust Policy Committee shall be entitled to an attendance fee for
each meeting of the Trust Policy Committee, the amount of such fee to be
established by the board of directors.
HUMAN RESOURCES COMMITTEE. The board of directors shall, at
its initial meeting after its election in each year, elect from among its number
a committee of three or more members who shall constitute the Human Resources
Committee. Each member of the Human Resources Committee shall serve for the
ensuing year and until his or her successor is elected and shall qualify;
provided, however, that any member of the Human Resources Committee may be
removed, with or without cause, at any time by the board of directors of the
corporation. The Human Resources Committee shall monitor, on behalf of the board
of directors, management's performance in providing the management and manpower
requirements for the proper functioning and progress of the corporation and
shall counsel with management; the Human Resources Committee shall review plans
for management succession, management training and management development
programs; the Human Resources Committee shall review (and, if directed by the
board of directors, establish) salary and wage administration procedures,
including current ranges and surveys; approve any major deviation from
established salary and wage levels; review compliance with applicable
regulations; approve (and, if directed by the board of directors, establish)
compensation of the principal executive officers, considering the recommendation
of the Chairman of the Board, and in the case of the Chief Executive Officer's
salary, considering the recommendation of the Chairman or President of
SouthTrust Corporation; establish directors' fees; review and recommend proposed
new board members; review employee relation plans and activities; and establish
a budget for contributions and review management's recommendations for
individual contributions.
Each member of the Human Resources Committee shall be entitled
to an attendance fee for each meeting of the Human Services Committee, the
amount of such fee to be established by the board of directors.
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The board of directors also may appoint, from time to time,
such other committees, including temporary committees, for such purposes and
with such powers as the board of directors may determine, and may establish such
attendance fees for the members of such other committees as the board of
directors may determine.
The persons constituting the entire membership of any
committee provided for or created pursuant to the bylaws may be increased by the
board of directors whenever it sees fit. In the case of any such increase in the
membership of any such committee, the board of directors may fix the term of
service on any committee of any person elected to fill a vacancy created by any
such increase.
Section III.14 Director Emeritus. A director of the
corporation is eligible for election as a director emeritus if such person is
ineligible for re-election as a director of the corporation under Section
III.3.2(f) above or if such person has served as a director of the corporation
for at least five years and voluntarily declines to stand for re-election as a
director. Immediately following each annual meeting of shareholders, or from
time to time as the board of directors may determine, the board of directors, in
its discretion, may elect one or more eligible persons to serve as a director
emeritus for the ensuing year or until his or her successor is elected and shall
qualify. Notwithstanding the foregoing, the board of directors of the
corporation may remove, with or without cause, a director emeritus from office
at any time. If requested by the board of directors, a director emeritus may
attend meetings of the board of directors, but shall not have voting power or
power of final decision on any matter concerning the business or affairs of the
corporation, and his or her presence at any meeting of the board of directors
shall not be counted in the determination of a quorum. A director emeritus shall
not have the same responsibilities and liabilities imposed by law and banking
regulation upon members of the board of directors. A director emeritus shall
receive such fees as the board of directors may from time to time determine. A
director emeritus shall not be required to own qualifying shares of the
corporation or its ultimate parent bank holding company.
Section III.15 Area Boards. From time to time as the Chief
Executive Officer of each city or other geographical area in which the
corporation transacts business may determine, such Chief Executive Officer may
name persons to serve as advisory or honorary members of the board of directors,
with respect to such geographical area (each advisory or honorary board being
hereinafter referred to as the "Area Board"). Members of each Area Board shall
be named to serve for the ensuing year and until their successors are named.
Notwithstanding the foregoing, the Chief Executive Officer of the city or other
geographical area served by an Area Board may remove, with or without cause, any
member of such Area Board at any time. The members of the Area Boards shall
assist the board of directors and the officers of the corporation in business
development, with particular emphasis being placed upon business development in
the city or other geographical area with respect to which such members have been
designated, and shall have such other duties and functions as the appropriate
Chief Executive Officer shall determine; provided, however, that the members of
the Area Boards shall not have power of final decision on any matter concerning
the business or affairs of the corporation. If requested by the board of
directors, the members of the Area Boards shall attend meetings of the board of
directors of the corporation, but shall not have voting power, and the presence
of any Area Board member at any meeting of the board of directors shall not be
counted in the determination of a quorum. Members of the Area Boards shall not
be deemed to have the responsibilities and liabilities imposed upon directors of
the corporation by law and banking
13
regulations. Members of the Area Boards may receive such fees as the Human
Resources Committee of the board of directors may from time to time determine.
The members of each Area Board shall not be required to own qualifying shares of
the corporation or its ultimate parent bank holding company.
The provisions of the articles of incorporation and the bylaws
of the corporation governing the conduct of meetings of the board of directors,
including, without limitation, the time and place of any such meeting, the power
to convene or call a meeting, the giving of notice of any meeting, and the
quorum and voting requirements thereof, shall apply to each Area Board, and
meetings and other business of each Area Board shall be convened and conducted
in accordance with such provisions.
The Chief Executive Officer of the city or other geographical
area for which any Area Board is established shall serve as a member of any such
Area Board. In addition, subject to the other notice provisions contained
herein, the Chief Executive Officer of the city or other geographical area for
which any Area Board is established shall be entitled to convene or call
meetings of any such Area Board and shall be entitled to attend and vote in
respect of all matters coming before meetings of any such Area Board.
Article IV. Officers
Section IV.1 Positions. The officers of the corporation shall
be appointed by the board of directors and shall be a chairman of the board of
directors, a president and a cashier. The board of directors may also appoint a
chief executive officer; one or more vice presidents, one or more of whom may be
designated as executive vice president, senior vice president, group vice
president, or other designation; one or more assistant vice presidents; one or
more trust officers; a secretary; a comptroller; and other officers or attorneys
in fact to perform such duties as may, from time to time, appear to the board of
directors to be required or desirable to transact the business of the
corporation. The same person may be elected to more than one office of the
corporation.
Section IV.2 Election and Term of Office. The officers of the
corporation shall be elected by the board of directors at a meeting of the board
of directors. Each officer shall hold office at the pleasure of the board of
directors or until such officer's death or such officer shall resign or shall
have been removed in the manner hereinafter provided.
Section IV.3 Vacancies. A vacancy in any office may be filled
by the board of directors, subject in applicable instances to the prior approval
of the corporation's primary federal regulator for senior executive officers.
Section IV.4 Resignation and Removal of Officers. An officer
may resign at any time by giving notice to the corporation. A resignation is
effective when the notice is given unless the notice specifies a later effective
date. If a resignation is made effective at a later date and the corporation
accepts the future effective date, the board of directors may fill the pending
vacancy before the effective date if the board of directors provides that the
successor does not take office until the effective date. The board of directors
may remove any officer at any time with or without cause.
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Section IV.5 Contract Rights of Officers. The appointment of
an officer does not itself create contract rights. An officer's removal does not
affect the officer's contract rights, if any, with the corporation. An officer's
resignation does not affect the officer's contract rights, if any, with the
corporation.
Section IV.6 Duties of Officers. The officers of the
corporation, if and when elected by the board of directors of the corporation,
shall have the following duties:
(a) Chairman of the Board. The chairman of the board or,
in his or her absence, the president, shall preside at all meetings of the board
of directors and, in case of absence of the chairman of the board and of the
president, the board of directors shall appoint one of their members to preside
during such absence or inability.
In the absence of the chairman of the board, the powers and
duties hereby vested in and imposed upon such person shall be exercised by the
President. In the absence of both the chairman of the board and the president,
those powers and duties shall be exercised by such officer of the corporation as
may have been designated for that purpose by the chairman of the board or the
president, as the case may be. If none has been so designated by either thereof,
the board of directors shall designate an officer of the corporation to act in
such capacity.
If the office of the chairman of the board of directors
becomes vacant, the powers and duties herein vested in and imposed upon the
holder of that office shall be vested in and discharged by the president, and
the number of persons constituting the Executive Committee of the board of
directors shall be correspondingly decreased while any such vacancy continues.
(b) President. The president shall have general executive
and administrative powers with respect to the business and affairs of the
corporation and shall have and may exercise any and all other powers and duties
pertaining by law, regulation or practice to the office of president. The
president also shall have and may exercise such powers and duties as may from
time to time be assigned or conferred upon him by the board of directors of the
corporation.
(c) Vice Presidents. The vice presidents of the
corporation shall perform such duties and possess such powers as may be directed
and delegated by the board of directors. The executive vice president(s) shall
rank in priority and in presiding over all other vice presidents; and the senior
vice president(s) and group vice president(s) shall rank below the executive
vice president(s) but shall rank in priority and in presiding over all other
vice presidents.
(d) Cashier. The cashier shall have the custody of such
property and assets of the corporation as may be entrusted to him or her by the
board of directors. In the absence, removal or other disability of the cashier,
the chairman of the board or the president shall designate an officer for that
purpose who shall perform his or her duties until action by the board of
directors or Executive Committee. The cashier shall serve as the secretary of
the corporation.
The officers of the corporation shall perform such other or
additional duties as may be prescribed by the board of directors, a committee of
the board of directors, the chairman of the board, or the president.
15
Any office described in Sections 4.6(a)-(d) of this Article IV
may, by appropriate resolution adopted by the board of directors, be established
in respect of any city or other geographical area in which the corporation
transacts business, and the board of directors of the corporation may appoint
persons to fill any such office created. In such event, and except as otherwise
provided by resolution of the board of directors, the duties and
responsibilities assigned to each officer of the corporation also shall
constitute the duties and responsibilities of the person serving in a comparable
office with respect to any such city or other geographical area, and such
persons shall be deemed officers of the corporation, except that, in the latter
case, such duties and responsibilities shall be limited to the operations of the
corporation in the city or other geographical area with respect to which such
person has been so designated. Any person designated by the board of directors
to serve as an officer with respect to any city or other geographical area shall
be given such title as the board of directors may determine; provided, however,
that such titles shall distinguish such persons from those persons holding
comparable positions with the corporation.
Section IV.7 Compensation. The officers of this corporation
shall receive such compensation as may be fixed by the board of directors or, if
the board of directors directs, and following advice or consultation with such
persons as the board of directors deems appropriate, by the Human Resources
Committee.
Article V. Conveyances, Transfers and Contracts
Section V.1 Conveyances, Etc. The chairman of the board or the
president is authorized, in his or her discretion, to do and perform any and all
corporate and official acts in carrying on the business of the corporation,
either of its own or when acting in any fiduciary capacity whatsoever. Each is
hereby empowered, in his or her discretion, to appoint all necessary agents or
attorneys in fact. The chairman of the board, the president, any vice president
designated as executive vice president, senior vice president, group vice
president or vice president, or any other officer or agent authorized by the
board of directors, or by the Executive Committee or Trust Policy Committee, is
also authorized to make, execute and acknowledge all deeds, mortgages, releases,
leases, agreements, contracts, bills of sale, assignments, transfers, powers of
attorney or of substitution, proxies to vote stock, or any other instrument in
writing that may be necessary in the purchase, sale, mortgage, lease,
assignment, transfer, management, or handling in any way of any property of any
description held or controlled by the corporation, either in its own right or in
any fiduciary capacity. The enumeration of particular powers in this section
shall not restrict, or be taken to restrict, in any way the general powers and
authority herein given to any of said officers.
Section V.2 Receipts, Checks, Drafts and Warrants. The
chairman of the board, the president, the cashier, or any officer or employee to
whom such authority is delegated by any of them, is authorized and empowered to
receive and give receipts for money due and payable to the corporation from any
source whatever and to sign and endorse checks, drafts and warrants in its name
or on its behalf.
16
Section V.3 Trust Department Activities. The chairman of the
board, the president, or any vice president designated as executive vice
president, senior vice president, group vice president or vice president,
including those persons serving in such capacities who also carry the
designation of Trust Officer, shall have full power and authority to execute any
and all trustee's certificates on behalf of the corporation or any certificate
of any character pertaining to any activity or condition in the Asset Management
Company (Trust Division) of the corporation; and those officers, and any other
officer or employee authorized by the Trust Policy Committee, also shall have
full power and authority to sign any acceptance of any trust on behalf of the
corporation, to validate bonds, and to take actions on behalf of the corporation
acting in any fiduciary capacity, provided that (i) prior approval of the
acceptance of any trust, validation of bonds, or taking of other actions shall
have been granted by such officers or committees as shall then be authorized by
the Trust Policy Committee to grant such approval and (ii) a record of the
giving of such approval shall have been made.
Section V.4 Seal. The cashier shall have the general custody
of the seal of the corporation, and he or she shall have authority to affix the
same to any instrument or other writing, and to attest by his or her signature
the execution on any instrument or other writing by any authorized officer and
the affixing of the seal of the corporation. The cashier may give authority to
any other officer to affix the seal of the corporation and to attest by his or
her signature the execution of any instrument or other writing by any authorized
officer on behalf of the corporation and the affixing of the seal of the
corporation. No affixing of the seal of the corporation, and no attesting of the
affixing of the seal or of the execution of any instrument or other writing by
any authorized officer of the corporation, shall be necessary to the due
execution of any such instrument or writing unless otherwise provided by law.
Article VI. Borrowings
Section VI.1 Borrowings; Collateral for Borrowings. With the
approval of the board of directors or executive committee, the chairman of the
board, the president, any executive vice president, senior vice president, group
vice president, or vice president, including those persons serving in such
capacities who also carry the designation of Trust Officer, shall have the
authority to borrow money, including the authority to pledge and hypothecate any
securities or any stocks or bonds, notes, or any property, real or personal, of
the corporation as collateral for such loan, and to endorse or guarantee in its
name any notes or obligations payable or belonging to the corporation and to
execute and acknowledge, any document or instrument required for such purpose or
purposes.
Section VI.2 Time or Interest Bearing Certificates of Deposit.
All time or interest bearing certificates of deposit may be signed by the
chairman of the board, the president, any executive vice president, senior vice
president, group vice president, vice president or any assistant vice president,
the cashier or any employee or employees of the corporation designated by name
or by job title or description from time to time by the chairman of the board or
the president. The provisions of this section are supplemental to any other
provision of these bylaws.
17
Article VII. Certificates Representing Shares
Section VII.1 Certificates Representing Shares. Certificates
representing shares of the corporation shall be in such form as shall be
determined by the board of directors and shall be in accordance with the Alabama
Business Corporation Act. Such certificates shall be signed either manually or
in facsimile by any two of the following officers: the chairman of the board,
the president, any vice-president or assistant vice-president, the treasurer or
any assistant treasurer, the secretary or any assistant secretary, and may be
sealed with the corporate seal or a facsimile thereof. In case any officer who
has signed or whose facsimile signature has been placed upon such certificate
shall have ceased to be such officer before such certificate is issued, it may
be issued by the corporation with the same effect as if such person were an
officer at the date of its issue. Each certificate for shares shall be
consecutively numbered or otherwise identified. The name and address of the
person to whom the shares represented thereby are issued, with the number and
class of shares and date of issue, shall be entered on the stock transfer books
of the corporation. All certificates surrendered to the corporation for transfer
shall be canceled and no new certificate shall be issued until the former
certificate for a like number of shares shall have been surrendered and
canceled, except that in case of a lost, destroyed or mutilated certificate a
new one may be issued therefor upon such terms and indemnity to the corporation
as the board of directors may prescribe.
Section VII.2 Legends on Certificates. Any written restriction
on the transfer of shares of the corporation must be noted conspicuously on the
certificate representing such shares. In addition, if the corporation is
authorized to issue shares of more than one class, there shall be set forth upon
the face or back of every certificate, or every certificate shall have a
statement that the corporation will furnish to any shareholder upon request and
without charge, a full statement of the designations, preferences, limitations,
and relative rights of the shares of each class authorized to be issued, and if
the corporation is authorized to issue any preferred or special class in series,
the variations in the relative rights and preferences between the shares of each
such series so far as the same have been fixed and determined and the authority
of the board of directors to fix and determine the relative rights and
preferences of subsequent series. Certificates may, but need not, also note
restrictions on transfer to certain persons arising under federal and state
banking laws.
Section VII.3 Transfer of Shares. Transfer of shares of the
corporation shall be made only on the stock transfer books of the corporation by
the holder of record thereof or by such person's legal representative, who shall
furnish proper evidence of authority to transfer, or by such person's attorney
thereunto authorized by power of attorney duly executed and filed with the
secretary of the corporation, and on surrender for cancellation of the
certificate for such shares. The person in whose name shares stand on the books
of the corporation shall be deemed by the corporation to be the owner thereof
for all purposes. The corporation may, but shall not be required to, transfer
shares of the corporation to any person to whom transfer, the board of directors
in its reasonable discretion determines, may be violative of applicable state or
federal banking or securities laws.
Section VII.4 Lost, Stolen, Destroyed, or Mutilated
Certificates. The board of directors may direct a new certificate to be issued
in place of any certificate theretofore issued by the corporation alleged to
have been lost or destroyed. When authorizing such issue of a new certificate,
the board of directors, in its discretion and as a condition precedent to the
issuance thereof, may prescribe such terms and conditions as it deems expedient,
and may require such indemnities as it
18
deems adequate, to protect the corporation from any claim that may be made
against it with respect to any such certificate alleged to have been lost or
destroyed.
Article VIII. Indemnification of Directors, Officers and Employees
Section VIII.1 Indemnification.
(a) Subject to the limitations stated in this Article
VIII, the corporation shall indemnify, to the fullest extent permitted by
applicable state or federal law or regulation which may be in effect from time
to time, its directors (which shall include, for purposes of this Article VIII,
honorary and advisory directors), officers and employees, and any such director,
officer or employee of the corporation who is or was serving at the request of
the corporation as a director, officer, partner, trustee, employee or agent of
another foreign or domestic corporation, partnership, joint venture, trust,
employee benefit plan or other enterprise, against liability or other expenses
incurred in connection with the defense of any proceeding, or of any claim,
issue or matter in such proceeding, in which such director, officer or employee
is a party because such person is or was a director, officer or employee of the
corporation or is or was serving at the request of the corporation in one of the
capacities referred to above. If the amount, extent, or quality of
indemnification permitted by law should be in any way restricted after the
adoption of these bylaws, then the corporation shall indemnify such persons to
the fullest extent permitted by law as in effect at the time of the occurrence
of the omission or the act giving rise to the claimed liability with respect to
which indemnification is sought.
(b) In connection with indemnification of directors,
officers and employees pursuant to Section VIII.8.1(a) of these bylaws, the
corporation shall advance expenses to such persons as and to the extent
permitted by applicable law or regulation.
(c) In addition to the conditions under which
indemnification and advancement of expenses by the corporation are permitted
under the Alabama Business Corporations Act and other applicable state or
federal law or regulation (which conditions are incorporated herein by this
reference), the indemnification and advancement of expenses otherwise provided
by this Article VIII also shall not be made by the corporation if, in the
judgment of the corporation, the director, officer, employee, agent or other
person has not cooperated with the corporation in its dealing with any such
proceeding, or any claim, issue or matter in such proceeding. If requested by
the corporation, the director, officer, employee, agent or other person shall
assist in investigations and in the conduct of suits, including attending
hearings and trials and giving evidence in connection therewith.
(d) The indemnification and advancement of expenses
pursuant to this Article VIII shall be in addition to, and not exclusive of, any
other right that the person seeking indemnification may have under these bylaws,
the articles of incorporation of the corporation, any separate contract or
agreement or applicable law.
Section VIII.2 Insurance. The corporation may purchase and
maintain insurance on behalf of any person who is or was a director, officer,
partner, trustee, employee or agent of the corporation, or any person who is or
was serving at the request of the corporation as a director, officer, partner,
trustee, employee, or agent of another foreign or domestic corporation,
partnership,
19
joint venture, trust, employee benefit plan or other enterprise, against any
liability asserted against such person and incurred by such person in any such
capacity, or arising out of such person's status as such, whether or not the
corporation would have the power to indemnify such person against such liability
under applicable law.
Section VIII.3 Survival of Right. Any right to indemnification
or advancement of expenses provided by or granted pursuant to this Article VIII
shall continue as to a person who has ceased to be a director, officer, employee
or agent or to serve as a director, officer, partner, trustee, employee or agent
of such other foreign or domestic corporation, partnership, joint venture,
trust, employee benefit plan or other enterprise and shall inure to the benefit
of the heirs, executors, administrators and personal representatives of such a
person. Any repeal or modification of this Article VIII which serves to restrict
or lessen the rights to indemnification or advancement of expenses provided by
this Article VIII shall be prospective only and shall not lessen the right to
indemnification or advancement of expenses existing at the time of such repeal
or modification with respect to liabilities arising out of claimed acts or
omissions occurring prior to such repeal or modification.
Article IX. General
Section IX.1 Fiscal Year. The fiscal year of the corporation
shall be December 31.
Section IX.2 Surplus; Restriction of Dividends. The
corporation shall transfer to surplus each year at least ten percent (10%) of
its net earnings until the surplus of the corporation shall be equal to at least
twenty percent (20%) of its capital, and the corporation shall not declare or
pay a dividend in excess of ninety percent (90%) of its net earnings until the
surplus of the corporation shall be equal to at least twenty percent (20%) of
the capital. Thereafter, the board of directors, from time to time, may declare,
and the corporation may pay, dividends on its outstanding shares in the manner
and upon the terms and conditions provided by law; provided, however, that prior
written approval of the Superintendent of Banks of the State of Alabama shall be
required if the total of all dividends declared by the corporation in any
calendar shall exceed the total of the corporation's net earnings of that year
combined with its retained net earnings of the preceding two years, less any
required transfers to surplus. No dividends, withdrawals, or transfers may be
made from the corporation's surplus without the prior written approval of the
Superintendent of Banks of the State of Alabama.
For the purposes of this Section 9.2, the terms "net earnings"
shall mean the remainder of all earnings from current operations plus actual
recoveries on loans and investments and other assets, after deducting from the
total thereof all current operating expenses, actual losses, and all federal,
state and local taxes.
Section IX.3 Checks. All checks or demands for money and notes
of the corporation shall be signed by an officer of the corporation or by an
agent authorized by the board of directors.
Section IX.4 Corporate Seal. The board of directors shall
select a corporate seal which shall have inscribed thereon the name of the
corporation, the words "Alabama" and "Banking
20
Corporation," and such seal may include the date of incorporation of the
corporation. The seal may be used by causing it or a facsimile thereof to be
impressed or affixed or in any manner reproduced.
Section IX.5 Voting of Corporation's Securities. Unless
otherwise ordered by the board of directors, the chairman of the board, the
president, any vice-president or the secretary, or such other officer as may be
designated by the board of directors to act in the absence of the chairman of
the board, the president, any vice-president or the secretary, shall have full
power and authority on behalf of the corporation to attend and to act and to
vote, and to execute a proxy or proxies empowering others to attend and to act
and to vote, at any meetings of security holders of any corporation in which the
corporation may hold securities, and at such meetings the chairman of the board,
the president, or such other officer of the corporation, or such proxy shall
possess and may exercise any and all rights and powers incident to the ownership
of such securities, and which as the owner thereof the corporation might have
possessed and exercised, if present. The secretary or any assistant secretary
may affix the corporate seal to any such proxy or proxies so executed by the
chairman of the board, the president, or such other officer, and attest the
same. The board of directors by resolution from time to time may confer like
powers upon any other person or persons.
Section IX.6 Loans, Gifts, Favors, Etc. to Banking Department
Employees from the Corporation, Employees, Etc., Prohibited. No officer, agent,
director, or employee of the corporation shall offer or give to an employee of
the Alabama State Banking Department, or such employee's family, a gift, favor,
or service or promise of future employment. Expenses associated with social
occasions afforded such employees shall not be deemed a thing of value within
the meaning of this Section 9.6 or prohibited hereby. No Alabama State Banking
Department employee shall, either directly or indirectly, be allowed to have a
pecuniary interest in or loan from the corporation. Nothing herein shall be
construed to prohibit the Superintendent of Banks of the State of Alabama or a
State of Alabama Banking Department employee from owning a certificate of
deposit in the corporation, however, no preferential rate shall be granted.
Section IX.7 Semi-Annual Report. The corporation shall make to
the Superintendent of Banks of the State of Alabama, on the call of the
Superintendent of Banks of the State of Alabama for such report, not less than
two (2) reports during each year according to the form which may be prescribed
by the Superintendent of Banks of the State of Alabama. Such report shall be
verified by the oath or affirmation by the president, secretary and by at least
three directors of the corporation to be correct to the best of their knowledge
and belief of each. Each report required above shall exhibit in detail and under
appropriate headings the resources and liabilities of the corporation at the
close of business on any past date specified by the Superintendent of Banks of
the State of Alabama, not more than five (5) days prior to the issue of the
Superintendent of Banks of the State of Alabama's call, and the report shall be
published once by the corporation in the newspaper of general publication in the
corporation's location. Proof of such publication shall be furnished by the
corporation to the Superintendent of Banks of the State of Alabama in such
manner as may be prescribed by him, including the clippings of the reports as
published in the newspaper.
Section IX.8 Loans. The corporation shall not make any loans
to its officers, director or employees, except as provided for by the Alabama
Banking Code and Regulation O of the Federal Reserve Board, as each may be
amended from time to time. Any such loan must comply with the requirements of
the Federal Reserve Board or The Federal Deposit Insurance Corporation, as
applicable. The corporation shall not make any loan to any one person which,
when combined with all other loans to such person, would cause the total loans
to that person to exceed the limits
21
provided for in Section 5-5A-22 of the Alabama Banking Code, as it may be
amended from time to time.
Section IX.9 Bonds. The directors shall require bonds, either
individual or in blanket form, from each and every officer and employee handling
money, checks, securities or other valuable papers of the corporation, such bond
to be made by a bonding company authorized to make such bonds in the State of
Alabama to be approved by the board of directors and to be in such form as may
be approved by the Superintendent of Banks of the State of Alabama. The
Superintendent of Banks of the State of Alabama or the board of directors of the
corporation may require an increase of the amount of such bond or other
additional bond and securities, when he or they deem it necessary for the better
protection of the bank and its depositors. Directors, as such, shall not be
required to give bond.
Section IX.10 Purchase of Corporate Stock. The corporation
shall not make any loan taking its own stock as security therefor or directly or
indirectly purchase shares of its own stock, except in pursuance of the
provisions of law for reducing its capital stock. The corporation shall not
subscribe for or own capital stock in any other bank, except in the usual course
of business in payment of an indebtedness or in order to prevent a loss on a
debt owing to it and the corporation must sell said stock within one (1) year
from the time the same is acquired, unless this time period is extended by the
Superintendent of Banks of the State of Alabama.
Section IX.11 Articles of Incorporation. To the extent that
these bylaws may be inconsistent with the articles of incorporation of the
corporation, as may be amended from time to time, the provisions of the articles
of incorporation shall control.
Article X. Amendment of Bylaws
Section X.1 Amendment by Board of directors or Shareholders.
(a) The board of directors may amend or repeal the
corporation's bylaws unless:
(9 the articles of incorporation or the Alabama
Business Corporation Act reserve this power exclusively to the shareholders in
whole or in part; or
(10 the shareholders in amending or repealing a
particular bylaw provide expressly that the board of directors may not amend or
repeal that bylaw.
(b) the shareholders may amend or repeal the bylaws even
though the bylaws may also be amended or repealed by the board of directors.
Section X.2 Bylaw Increasing Quorum or Voting Requirement for
Shareholders.
(a) If authorized by the articles of incorporation, the
shareholders may adopt or amend a bylaw that fixes a greater quorum or voting
requirement for shareholders (or voting groups of shareholders) than is required
by the Alabama Business Corporation Act. The adoption or
22
amendment of a bylaw that adds, changes, or deletes a greater quorum or voting
requirement for shareholders must meet the same quorum requirement and be
adopted by the same vote and voting groups required to take action under the
quorum and voting requirement then in effect or proposed to be adopted,
whichever is greater.
(b) A bylaw that fixes a greater quorum or voting requirement
for shareholders under subsection (a) may not be adopted, amended, or repealed
by the board of directors.
Section X.3 Bylaw Increasing Quorum or Voting Requirement for
Directors.
(a) A bylaw that fixes a greater quorum or voting
requirement for the board of directors may be amended or repealed:
(11 if originally adopted by the shareholders,
only by the shareholders;
(12 if originally adopted by the board of
directors, either by the shareholders or by the board of directors.
(b) A bylaw adopted or amended by the shareholders that
fixes a greater quorum or voting requirement for the board of directors may
provide that it may be amended or repealed only by a specified vote of either
the shareholders or the board of directors.
(c) Action by the board of directors under subsection
(a)(2) to adopt or amend a bylaw that changes the quorum or voting requirement
for the board of directors must meet the same quorum requirement and be adopted
by the same vote required to take action under the quorum and voting requirement
then in effect or proposed to be adopted, whichever is greater.
Article XI. Emergency Preparedness Program
In the event of the destruction of properties, personnel and
records of the corporation, to the extent that continued operation of the
corporation is not reasonably possible, provisions in various resolutions
hereafter adopted by the board of directors with reference to emergency
operations shall become effective and continue to be in effect until conditions
warrant the reestablishment of operations.
23
HISTORY OF BYLAWS
Initial adoption June 6, 2000.
24
EXHIBIT#3
CONSENT OF TRUSTEE
PURSUANT TO THE REQUIREMENTS OF SECTION 321(b) OF THE TRUST INDENTURE ACT OF
1939 IN CONNECTION WITH THE PROPOSED ISSUE OF 3.9% CONVERTIBLE SENIOR DEBENTURES
DUE DECEMBER 30, 2023 BY PROASSURANCE CORPORATION, WE HEREBY CONSENT THAT
REPORTS OF EXAMINATION BY FEDERAL, STATE, TERRITORIAL, OR DISTRICT AUTHORITIES
MAY BE FURNISHED BY SUCH AUTHORITIES TO THE SECURITIES AND EXCHANGE COMMISSION
UPON REQUEST THEREFORE.
SOUTHTRUST BANK
BY /s/ John S. Hiott
-------------------
JOHN S. HIOTT
SENIOR VICE PRESIDENT AND TRUST OFFICER
CORPORATE TRUST DEPARTMENT
DATED: OCTOBER 24, 2003
EXHIBIT #4
Consolidated Report of Condition for Insured Commercial and
State-Chartered Savings Banks for June 30, 2003
All schedules are to be reported in thousands of dollars. Unless otherwise
indicated, report the amount outstanding as of the last business day of the
quarter.
Schedule RC - Balance Sheet
-----------------------
Dollar Amounts in Thousands RCFD Bil Mil Thou
- ----------------------------------------------------------------------------------------------------------------------------
ASSETS
1 . Cash and balances due from depository institutions (from Schedule RC-A):
-----------------------
0081 1,250,600
- ----------------------------------------------------------------------------------------------------- -----------------
b. Interest-bearing balances(2) ........................................... 4.288
- ----------------------------------------------------------------------------------------------------- -----------------
2. Securities:
-----------------------
1754 270,838
- ----------------------------------------------------------------------------------------------------------------------------
b. Available-for-sale securities (from Schedule RC-B, column D) .......... 1773, 10,856 214
- ----------------------------------------------------------------------------------------------------------------------------
3. Federal funds sold and securities purchased under agreements to resell:....
- ----------------------------------------------------------------------------------------------------------------------------
a.Federal funds sold in domestic offices RCON B987[ 108 294
- ----------------------------------------------------------------------------------------------------------------------------
b. Securities purchased under agreements to resell(3) ................... RCFD B989 0
- ----------------------------------------------------------------------------------------------------------------------------
4. Loans and lease financing receivables (from Schedule RC-C): RCFD :
-----------------------
5369 1,267 092
- -----------------------------------------------------------------------------------------------------------
b. Loans and leases, net of unearned income ............................. B528 34,411,599
- -----------------------------------------------------------------------------------------------------
c. LESS: Allowance for loan and lease losses ............................ 3123 501,068
- ----------------------------------------------------------------------------------------------------------------------------
d. Loans and leases, net of unearned income and allowance (item 4.b minus 4.c) B529 33,910 531
----------------------------------------
3545 133 160
- ----------------------------------------------------------------------------------------------------------------------------
2145 920 409
- ----------------------------------------------------------------------------------------------------------------------------
2150 45 583
- ----------------------------------------------------------------------------------------------------------------------------
8, Investments in unconsolidated subsidiaries and associated companies (from Schedule RC-M) ........ 2130 0
-----------------------
2155 0
- ----------------------------------------------------------------------------------------------------- -----------------
10. Intangible assets:
-----------------------
3163 775 413
- ----------------------------------------------------------------------------------------------------------------------------
0426 38 218
- ----------------------------------------------------------------------------------------------------------------------------
11 Other assets (from Schedule RC-F) ...................................... 2160 2,036 113
- ----------------------------------------------------------------------------------------------------------------------------
12. Total assets (sum of items 1 through 11) ... ............... 2170 51,616 753
- ----------------------------------------------------------------------------------------------------------------------------
{1} Includes cash items in process of collection and unposted debits.
(2) Includes time certificates of deposit not held for trading.
(3) Includes all securities resale agreements in domestic and foreign offices,
regardless of maturity.
Schedule RC - Continued
----------------------
Dollar Amounts in Thousands | Bil | Mil Thou
- ----------------------------------------------------------------------------------------------------- ----------------
LIABILITIES
13. Deposits:
a. In domestic offices (sum of totals of columns A and C from Schedule RC-E,
----------------------
2200 31.086 193
- ---------------------------------------------------------------------------------------------------------------------------
(1) Noninterest-bearing(1) ............................................ RCON 6631 3,560,500
- ---------------------------------------------------------------------------------------------------------------------------
(2) Interest-bearing .................................................. RCON 6636 27,525,693
- -----------------------------------------------------------------------------------------------------------
b. In foreign offices, Edge and Agreement subsidiaries, and IBFs RCFN
----------------------
2200 1 3,421,211
- ---------------------------------------------------------------------------------------------------------------------------
(1) Noninterest-bearing ............................................. RCFN 6631 0
- -----------------------------------------------------------------------------------------------------
(2) Interest-bearing .................................................. RCFN 6636 3.421.211
- -----------------------------------------------------------------------------------------------------
14. Federal funds purchased and securities sold under agreements to repurchase
----------------------------
RCON B993 3,140,579
- ---------------------------------------------------------------------------------------------------------------------------
b. Securities sold under agreements to repurchase(3) .................. RCFD B995 1,965 686
- ---------------------------------------------------------------------------------------------------------------------------
15. Trading liabilities (from Schedule RC-D) .......................... RCFD 3548 129 160
- ---------------------------------------------------------------------------------------------------------------------------
16. Other borrowed money (includes mortgage indebtedness and obligations under RCFD
----------------------
3190 5,356.924
- ---------------------------------------------------------------------------------------------------------------------------
17. Not applicable
----------------------
2920 0
- ---------------------------------------------------------------------------------------------------------------------------
19. Subordinated notes and debentures(4) .............................. 3200 869 638
- ---------------------------------------------------------------------------------------------------------------------------
20. Other liabilities (from Schedule RC-G) ............................ 2930 1,062 188
- ---------------------------------------------------------------------------------------------------------------------------
21 Total liabilities (sum of items 13 through 20) ..................... 2948 47,031 579
- ---------------------------------------------------------------------------------------------------------------------------
3000 0
- ---------------------------------------------------------------------------------------------------------------------------
EQUITY CAPITAL
----------------------
3838 0
- ---------------------------------------------------------------------------------------------------------------------------
3230 9 007
- ---------------------------------------------------------------------------------------------------------------------------
25 Surplus (exclude all surplus related to preferred stock) ........... 3839 2,214 559
- ---------------------------------------------------------------------------------------------------------------------------
3632 2,111 570
- ---------------------------------------------------------------------------------------------------------------------------
B530 250 038
- ---------------------------------------------------------------------------------------------------------------------------
A130 0
- ---------------------------------------------------------------------------------------------------------------------------
3210 4,585 174
- ---------------------------------------------------------------------------------------------------------------------------
29. Total liabilities, minority interest, and equity capital (sum of items 21, and 28).... 3800 51,616 753
---------------------------------------------------
Memorandum
To be reported with the March Report of Condition. ------------------
1. Indicate in the box at the right the number of the statement below that best describes RCFD Number
the most comprehensive level of auditing work performed for the bank by independent external ------------------
auditors as of any date during 2002................................... 6724 N/A M.1
------------------
1 = Independent audit of the bank conducted in accordance with generally
accepted auditing standards by a certified public accounting firm which
submits a report on the bank
2 = Independent audit of the bank's parent holding company conducted in
accordance with generally accepted auditing standards by a certified public
accounting firm which submits a report on the consolidated holding company
(but not on the bank separately)
3 = Attestation on bank management's assertion on the effectiveness of the
bank's internal control over financial reporting by a certified public
accounting firm
4 = Directors' examination of the bank conducted in accordance with generally
accepted auditing standards by a certified public accounting firm (may be
required by state chartering authority)
5 = Directors' examination of the bank performed by other external auditors
(may be required by state chartering authority)
6 = Review of the bank's financial statements by external auditors
7 = Compilation of the bank's financial statements by external auditors
8 = Other audit procedures (excluding tax preparation work)
9 = No external audit work
(1) Includes total demand deposits and noninterest-bearing time and savings
deposits.
(2) Report overnight Federal Home Loan Bank advances in Schedule RC, item 16,
"Other borrowed money."
(3) Includes all securities repurchase agreements in domestic and foreign
offices, regardless of maturity.
(4) Includes limited-life preferred stock and related surplus.
(5) Includes net unrealized holding gains (losses) on available-for-sale
securities, accumulated net gains (losses) on cash flow hedges, cumulative
foreign currency translation adjustments, and minimum pension liability
adjustments.
(6} Includes treasury stock and unearned Employee Stock Ownership Plan shares.