EXHIBIT 3.2
BY-LAWS
OF
REGIONS FINANCIAL CORPORATION
ARTICLE I. OFFICES
Section 1. Registered Office:
The registered office shall be established and maintained at the office
of the Corporation Service Company, in the City of Wilmington, in the County of
New Castle, in the State of Delaware, and said corporation shall be the
registered agent of this Corporation in charge thereof.
Section 2. Other Offices:
The Corporation may have other offices, either within or without the
State of Delaware, at such place or places as the Board of Directors may from
time to time appoint or the business of the Corporation may require. The
principal place of business of the Corporation shall be in Birmingham, Alabama.
ARTICLE II. MEETINGS OF STOCKHOLDERS
Section 1. Annual Meetings:
Annual meetings of stockholders for the election of Directors and for
such other business as may be stated in the notice of the meeting, shall be held
at such place, either within or without the State of Delaware, and at such time
and date as the Board of Directors, by resolution, shall determine and as set
forth in the notice of the meeting.
At each annual meeting, the stockholders entitled to vote shall elect
Directors, and they may transact such other corporate business as may properly
come before the meeting.
Section 2. Other Meetings:
Meetings of stockholders for any purpose other than the election of
Directors may be held at such time and place, within or without the State of
Delaware, as shall be stated in the notice of the meeting.
Section 3. Voting:
Each stockholder entitled to vote in accordance with the terms of the
Certificate of Incorporation and in accordance with the provisions of these
By-Laws shall be entitled to one vote, in person or by proxy, for each share of
stock entitled to vote held by such stockholder, but no proxy shall be voted
after eleven (11) months from its date unless such proxy provides for a longer
period. A stockholder may authorize another person to act as proxy by
transmitting, or authorizing the transmission of, a telegram, cablegram or other
means of electronic transmission to the person authorized to act as proxy or to
a proxy solicitation firm, proxy support service organization, or other person
authorized by the person who will act as proxy to receive the transmission, in
each case as the Board of Directors, the Chairman of the Board of Directors or
the presiding officer of the meeting may determine from time to time. Such proxy
shall be filed with the secretary of the Corporation before or at the time of
the meeting. All elections for Directors shall be decided by a plurality vote;
all other questions shall be decided by a majority vote except as otherwise
provided by the Certificate of Incorporation or the laws of the State of
Delaware.
A complete list of the stockholders entitled to vote at the ensuing
election, arranged in alphabetical order, with the address of each, and the
number of shares held by each, shall be open to the examination of any
stockholder, for any purpose germane to the meeting, during ordinary business
hours for a period of at least ten days prior to the meeting, either at a place
within the city where the meeting is to be held, which place shall be specified
at the notice of the meeting, or if not so specified, at the place where the
meeting is to be held. The list shall also be produced and kept at the time and
place of the meeting during the whole time thereof, and may be inspected by any
stockholder who is present.
Section 4. Quorum:
A majority of the outstanding shares of the Corporation entitled to
vote, represented in person or by proxy, shall constitute a quorum at meetings
of stockholders. For purposes of the foregoing, where a separate vote by class
or classes is required for any matter, the holders of a majority of the
outstanding shares of such class or classes, present in person or represented by
proxy, shall constitute a quorum to take action with respect to that vote on
that matter. Two or more classes or series of stock shall be considered a single
class if the holders thereof are entitled to vote together as a single class at
the meeting. In determining whether a quorum is present, shares held by a
subsidiary corporation owned by this Corporation, and treasury shares, shall not
be counted. If less than a majority of the outstanding shares are represented, a
majority of the shares so represented may adjourn the meeting from time to time
without further notice, but until a quorum is secured no other business may be
transacted. The stockholders present at a duly organized meeting may continue to
transact business until an adjournment notwithstanding the withdrawal of enough
stockholders to leave less than a quorum. At any duly organized meeting, a vote
of a majority of the stock represented thereat shall decide any question brought
before the meeting.
Section 5. No Stockholder Action by Consent:
No action required to be taken or which may be taken at any annual or
special meeting of stockholders of the Corporation may be taken without a
meeting, and the power of stockholders to consent in writing, without a meeting,
to the taking of any action is specifically denied.
Section 6. Special Meetings:
Special meetings of the stockholders for any purpose or purposes may be
called by the Chief Executive Officer, the President, the Secretary, or by
resolution of the Directors.
Section 7. Notice of Meetings:
Written notice, stating the place, date and time of the meeting, and
the general nature of the business to be considered, shall be given to each
stockholder entitled to vote thereat at his address as it appears on the records
of the Corporation, not less than ten nor more than sixty days before the date
of the meeting. If mailed, such notice shall be deemed to be given when
deposited in the United States mail, postage prepaid, directed to the
stockholder at such stockholder's address as it appears on the records of the
Corporation.
Section 8. Notice of Stockholder Business and Nominations:
(A) Annual Meetings of Stockholders. (1) Nominations of persons
for election to the Board of Directors of the Corporation and the proposal of
business to be considered by the stockholders may be made at an annual meeting
of stockholders (a) pursuant to the Corporation's notice of meeting, (b) by or
at the direction of the Board of Directors (including pursuant to Section 10 of
Article III) or (c) by any stockholder of the Corporation who was a stockholder
of record at the time of giving of notice provided for in this By-Law, who is
entitled to vote at the meeting and who complied with the notice procedures set
forth in this By-Law.
(2) For nominations or other business to be properly
brought before an annual meeting by a stockholder pursuant to clause (c) of
paragraph (A)(1) of Section 8 of this Article II, the stockholder must have
given timely notice thereof in writing to the Secretary of the Corporation and
such other business must be a proper matter for stockholder action. To be
timely, a stockholder's notice shall be delivered to the Secretary at the
principal executive offices of the Corporation not later than the close of
business on the 120th day prior to the first anniversary of the date of the
preceding year's proxy statement; provided, however, that in the event that no
annual meeting were held the previous year or that the date of the annual
meeting is more than 30 days before or after the first anniversary of the
preceding year's annual meeting, notice by the stockholder to be timely must be
so delivered not later than the close of business on the later of the 120th day
prior to such annual meeting or the 10th day following the day on which public
announcement of the date of such meeting is first made. In no event shall the
public announcement of an adjournment of an annual meeting commence a new time
period for the giving of a stockholder's notice as described above. Such
stockholder's notice shall set forth (a) as to each person whom the stockholder
proposes to nominate for election or reelection as a Director all information
relating to such person that is required to be disclosed in solicitations of
proxies for election of Directors in an election contest, or is otherwise
required, in each case pursuant to Regulation 14A under the Securities Exchange
Act of 1934, as amended (the "Exchange Act") (including such person's written
consent to being named in the proxy statement as a nominee and to serving as a
Director if elected); (b) as to any other business that the stockholder proposes
to bring before the meeting, a brief description of the business desired to be
brought before the meeting, the reasons for conducting such business at the
meeting and any material interest in such business of such stockholder and the
beneficial owner, if any, on whose behalf the proposal is made; (c) as to the
stockholder giving the notice and the beneficial owner, if any, on whose behalf
the nomination or proposal is made (i) the name and address of such stockholder,
as they appear on the Corporation's books, and of such beneficial owner, (ii)
the class and number of shares of the Corporation which are owned beneficially
and of record by such stockholder and such beneficial owner, and (iii) with
respect to nominations, a description of all arrangements or understandings
between such stockholder and such beneficial owner and each proposed nominee and
any other person or persons (including their names) pursuant to which the
nominations are to be made by such stockholder; and (d)
the names and addresses of any other stockholders or beneficial owners known to
be supporting such nomination or business by the proposing stockholder or
beneficial owner, if any, on whose behalf the nomination or proposal is made.
(B) Special Meetings of Stockholders. Only such business shall be
conducted at a special meeting of stockholders as shall have been brought before
the meeting pursuant to the Corporation's notice of meeting. Nominations of
persons for election to the Board of Directors may be made at a special meeting
of stockholders at which Directors are to be elected pursuant to the
Corporation's notice of meeting (a) by or at the direction of the Board of
Directors or (b) by any stockholder of the Corporation who is a stockholder of
record at the time of giving of notice provided for in this By-Law, who shall be
entitled to vote at the meeting and who complies with the notice procedures set
forth in this By-Law. In the event the Corporation calls a special meeting of
stockholders for the purpose of electing one or more Directors to the Board of
Directors, any such stockholder may nominate a person or persons (as the case
may be), for election to such position(s) as specified in the Corporation's
notice of meeting, if the stockholder's notice required by paragraph (A)(2) of
Section 8 of this Article II shall be delivered to the Secretary at the
principal executive offices of the Corporation not later than the last to occur
of (a) the close of business on the 120th day prior to such special meeting and
not later than the close of business on the 90th day prior to such special
meeting or (b) the 10th day following the day on which public announcement is
first made of the date of the special meeting and of the nominees proposed by
the Board of Directors to be elected at such meeting. In no event shall the
public announcement of an adjournment of a special meeting commence a new time
period for the giving of a stockholder's notice as described above.
(C) General. (1) Only such persons who are nominated in accordance
with the procedures set forth in this By-Law shall be eligible to serve as
Directors (except as provided by Section 10 of Article III) and only such
business shall be conducted at a meeting of stockholders as shall have been
brought before the meeting in accordance with the procedures set forth in this
By-Law. Except as otherwise provided by Delaware law, the Chairman of the
meeting shall have the power and duty to determine whether a nomination or any
business proposed to be brought before the meeting was made, or proposed, as the
case may be, in accordance with the procedures set forth in this By-Law and, if
any proposed nomination or business is not in compliance with this By-Law, to
declare that such defective proposal or nomination shall be disregarded.
(2) For purposes of this By-Law, "public announcement"
shall mean disclosure in a press release reported by the Dow Jones News Service,
Associated Press or comparable national news service or in a document publicly
filed by the Corporation with the Securities and Exchange Commission pursuant to
Section 13, 14 or 15(d) of the Exchange Act.
(3) Notwithstanding the foregoing provisions of this
By-Law, a stockholder shall also comply with all applicable requirements of the
Exchange Act and the rules and regulations thereunder with respect to the
matters set forth in this By-Law. Nothing in this By-Law shall be deemed to
affect any rights of (i) stockholders to request inclusion of proposals in the
Corporation's proxy statement pursuant to Rule 14a-8 under the Exchange Act or
(ii) the holders of any series of Preferred Stock to elect Directors under
specified circumstances.
ARTICLE III. DIRECTORS
Section 1. Number and Term:
The number of Directors which shall constitute the whole Board shall be
fixed, from time to time, by resolutions adopted by the Board of Directors, in
compliance with Section 10 of this Article III, but from and after the Effective
Time (as defined in Section 10 of this Article III), shall not be less than
three persons. The Directors shall be of three classes, so that approximately
one-third in number of the Directors shall be elected at each annual meeting of
stockholders and, except as hereinafter provided, each Director shall hold
office for three years, or until his successor is elected and qualified, or
until his earlier retirement, death, resignation or removal. Directors need not
be residents of Delaware.
Section 2. Resignations:
Any Director or other officer may resign at any time. Such resignation
shall be made in writing, and shall take effect at the time of its receipt by
the Chief Executive Officer, the President, or the Secretary or at such other
time as may be specified therein. The acceptance of a resignation shall not be
necessary to make it effective.
Section 3. Vacancies:
Except as provided in Section 10 of this Article III, if the office of
any Director or other officer becomes vacant, the remaining Directors in office,
though less than a quorum, by a majority vote, may appoint any qualified person
to fill such vacancy, who shall hold office for the unexpired term and until his
successor shall be duly chosen.
Section 4. Removal:
Notwithstanding the fact that some lesser percentage may be specified
by law, any Director or the entire Board of Directors of the Corporation may be
removed at any time, but only for cause and only by the affirmative vote of the
holders of 75% or more of the outstanding shares of capital stock of the
Corporation entitled to vote generally in the election of directors (considered
for this purpose as one class) cast at a meeting of the stockholders called for
that purpose.
Section 5. Powers:
The Board of Directors shall exercise all the powers of the Corporation
except such as are by law, by the Certificate of Incorporation of the
Corporation or by these By-Laws conferred upon or reserved to the stockholders.
Section 6. Meetings:
A regular meeting of the Board of Directors shall be held immediately
before or after the Annual Meeting of Stockholders. Additional meetings of the
Directors may be held without notice at such places and times as shall be
determined from time to time by resolution of the Directors.
Special meetings of the Board of Directors may be called by the Chief
Executive Officer, the President, or by the Secretary on the written request of
a majority of the Board of Directors on at least two days' notice to each
Director and shall be held at such place or places as may be determined by the
Directors, or as shall be stated in the call of the meeting.
Unless otherwise restricted by the Certificate of Incorporation or
these By-Laws, members of the Board of Directors, or any committee designated by
the Board of Directors, may participate in a meeting of the Board of Directors,
or any committee, by means of conference telephone or similar communications
equipment by means of which all persons participating in the meeting can hear
each other, and such participation in a meeting shall constitute presence in
person at the meeting.
Section 7. Quorum:
A majority of the Directors shall constitute a quorum for the
transaction of business. If at any meeting of the Board of Directors there shall
be less than a quorum present, a majority of those present may adjourn the
meeting from time to time until a quorum is obtained, and no further notice
thereof need be given other than by announcement at the meeting which shall be
so adjourned. Notwithstanding the withdrawal of enough directors to leave less
than a quorum, the directors present at a duly organized meeting may continue to
transact business until adjournment.
Section 8. Compensation:
Directors shall not receive any stated salary for their services as
Directors or as members of committees, except that by resolution of the Board of
Directors, retainer fees, meeting fees, and expenses of attendance at meetings
may be authorized. Nothing herein contained shall be construed to preclude any
Director from serving the Corporation in any other capacity as an officer, agent
or otherwise, and receiving compensation therefor.
Section 9. Action Without Meeting:
Any action required or permitted to be taken at any meeting of the
Board of Directors or of any committee thereof, may be taken without a meeting,
if prior to such action a written consent thereto is signed by all members of
the Board of Directors, or of such committee as the case may be, and such
written consent is filed with the minutes of proceedings of the Board of
Directors or committee.
Section 10. Board Composition:
(A) Effective as of the Effective Time (as defined in the
Agreement and Plan of Merger, dated as of January 22, 2004, by and between
Regions Financial Corporation ("Regions") and Union Planters Corporation ("Union
Planters"), as the same may be amended from time to time (the "Merger
Agreement")), through the annual meeting of stockholders in 2005, the Board of
Directors of the Corporation shall be comprised of 26 directors, of which
thirteen shall be former members of the Board of Directors of Regions chosen by
Regions (the "Former Regions Directors") and thirteen of which shall be former
members of the Board of Directors of Union Planters chosen by Union Planters
(the "Former Union Planters Directors") and the Former Regions Directors and the
Former Union Planters Directors shall be apportioned among the three classes of
the Board of Directors in a manner as nearly equal as possible. From and after
the Effective Time through June 30, 2007, all vacancies on the Board of
Directors of the Corporation created by the cessation of service of a Former
Regions Director shall be filled by a nominee proposed to the nominating
committee of the Board of Directors of the Corporation by a majority of the
remaining Former Regions Directors, and all
vacancies on the Board of Directors of the Corporation created by the cessation
of service of a Former Union Planters Director shall be filled by a nominee
proposed to the nominating committee of the Board of Directors of the
Corporation by a majority of the remaining Former Union Planters Directors, and
all directors so nominated and appointed or elected to the Board of Directors of
the Corporation by the Former Regions Directors shall be considered "Former
Regions Directors" for purposes of this Section 10 and all directors so
nominated and appointed or elected to the Board of Directors of the Corporation
by the Former Union Planters Directors shall be considered "Former Union
Planters Directors" for purposes of this Section 10. Effective as of the annual
meeting of stockholders in 2005, the number of directors which shall constitute
the whole Board of Directors of the Corporation shall be fixed, from time to
time, by resolutions adopted by the Board of Directors of the Corporation, and
shall not be less than three persons. After June 30, 2007, this section 10 shall
have no further force or effect.
(B) The provisions of this Section 10 may be modified, amended or
repealed, and any By-Law provision inconsistent with the provisions of this
Section 10 may be adopted, only by an affirmative vote of at least 66-2/3% of
the full Board of Directors. In the event of any inconsistency between any
provision of this Section 10 and any other provision of these By-Laws or the
Corporation's other constituent documents, the provisions of this Section 10 are
intended to control.
Section 11. Committees. A majority of the whole Board of Directors shall have
the authority to designate one or more committees, each committee to consist of
one or more of the Directors of the Corporation. The Board may designate one or
more Directors as alternate members of any committee, who may replace any absent
or disqualified member or any meeting of the committee. Any such committee, to
the extent provided in the resolution or in these By-Laws of the Corporation,
shall have and may exercise the powers of the Board of Directors in the
management of the business and affairs of the Corporation, and may authorize the
seal of the Corporation to be affixed to all papers which may require it;
provided, however, these By-Laws may provide that in the absence or
disqualification of any member of such committee or committees, the member or
members thereof present at any meeting and not disqualified from voting, whether
or not he or they constitute a quorum, may unanimously appoint another member of
the Board of Directors to act at the meeting in the place of any such absent or
disqualified member.
ARTICLE IV. OFFICERS
Section 1. Officers:
The officers of the Corporation shall be a Chief Executive Officer, a
President, such Vice-Presidents as shall from time to time be deemed necessary,
a Secretary, a Comptroller, and such other officers as may be deemed
appropriate. A Chairman of the Board and one or more Vice-Chairman may also be
elected. All such officers shall be elected by the Board of Directors and shall
hold office until their successors are elected and qualified. None of the
officers of the Corporation need be Directors. More than one office may be held
by the same person.
Section 2. Chairman of the Board:
In the event there is a Chairman of the Board, he shall preside at all
meetings of the Board of Directors and stockholders. He shall have and perform
such duties as usually devolve upon his office and such other duties as are
prescribed by the By-Laws and by the Board of Directors. In the absence or
inability to act of the Chairman of the Board in such capacity, the Chief
Executive Officer shall have and exercise all the powers and duties of such
office and shall preside at all meetings of the Board of Directors, and in the
absence or inability to act of the Chief Executive Officer pursuant to the
foregoing, the President shall have and exercise all the powers and duties of
such office and shall preside at all meetings of the Board of Directors, and in
the absence or inability to act of the President pursuant to the foregoing, any
Vice-Chairman shall have and exercise all the powers and duties of such office
and shall preside at all meetings of the Board of Directors, and in the absence
or inability to act of any Vice-Chairman pursuant to the foregoing, the other
Directors shall appoint an officer or director of the Corporation to have and
exercise all such powers and duties of such office as may be appropriate and
shall elect one of their number to preside at the meeting.
Section 3. Chief Executive Officer:
The Chairman of the Board or the President, as may be designated by the
Board of Directors, shall serve as the Chief Executive Officer of the
Corporation. Subject to the control of the Board of Directors, he shall be
vested with authority to act for the Corporation, and shall have general and
active management of the business of the Corporation and such other general
powers and duties of supervision and management as usually devolve upon such
office and as may be prescribed from time to time by the Board of Directors.
Section 4. Vice-Chairman:
In the event there is a Vice-Chairman of the Board, he shall have and
perform such duties as are prescribed from time to time by the Board of
Directors.
Section 5. President:
The President shall perform such duties as usually devolve upon his
office and such other duties as are prescribed by the By-Laws, by the Board of
Directors, and by the Chairman of the Board.
Section 6. Vice-Presidents:
The Vice-Presidents shall perform such duties as may be assigned to
them from time to time by the By-Laws, the Board of Directors, the Chairman of
the Board, or the President.
Section 7. Comptroller:
The Comptroller shall have custody of all funds of the Corporation. He
shall have and perform such duties as are incident to the office of Comptroller
and such other duties as may from time to time be assigned to him by the Board
of Directors, the Chairman of the Board, or the President.
Section 8. Secretary:
The Secretary shall keep minutes of all meetings of the stockholders
and the Board of Directors unless otherwise directed by those bodies. He shall
have custody of the corporate seal, and the Secretary or any Assistant Secretary
shall affix the same to all instruments or papers requiring the seal of the
Corporation. The Secretary, or in his absence, any Assistant Secretary, shall
attend to the giving and serving of all notices of the Corporation. He shall
perform all the duties incident to the office of Secretary, subject to the
control of the Board of Directors, and shall do and perform such other duties as
may from time to time be assigned by the Board of Directors, the Chairman of the
Board, or the President.
Section 9. Other Officers and Agents:
The Board of Directors may appoint such other officers and agents as it
may deem advisable, who shall exercise such powers and perform such duties as
shall be determined from time to time by the Board of Directors.
Section 10. Election and Term:
The officers of the Corporation shall be elected annually by the Board
of Directors. Except as provided in Section 11 of this Article IV, each officer
shall hold office at the pleasure of the Board of Directors until his death,
resignation, retirement, or removal.
Section 11. Chairman of the Board and CEO Position and Succession:
(A) The Board of Directors of the Corporation has resolved that,
effective as of the Effective Time (as defined in the Merger Agreement), Carl E.
Jones, Jr. shall serve as Chairman of the Board and Chief Executive Officer of
the Corporation and Jackson W. Moore shall become the President and Chief
Executive Officer-Designate of the Corporation. The Board of Directors of the
Corporation has further resolved that Jackson W. Moore shall be the successor to
Carl E. Jones, Jr. as the Chief Executive Officer of the Corporation, with such
succession to become effective on July 1, 2005 or any such earlier date as of
which Carl E. Jones, Jr. ceases for any reason to serve in the position of Chief
Executive Officer of the Corporation (the date of such succession, the "First
Succession Date"), and that Carl E. Jones, Jr. shall continue to serve as
Chairman of the Board following the First Succession Date until June 30, 2006.
The Board of Directors has further resolved that Jackson W. Moore shall be the
successor to Carl E. Jones, Jr. as the Chairman of the Board of the Corporation,
with such succession to become effective on July 1, 2006 or any such earlier
date as of which Carl E. Jones, Jr. no longer serves as the Chairman of the
Board of the Corporation (the "Second Succession Date").
(B) The removal of Carl E. Jones, Jr. or Jackson W. Moore from, or
the failure to appoint or re-elect Carl E. Jones, Jr. or Jackson W. Moore to,
any of the positions specifically provided for in this Section 11, and any
amendment to or termination of any employment agreement with Carl E. Jones, Jr.
or Jackson W. Moore, prior to the Second Succession Date and any determination
not to nominate Carl E. Jones, Jr. or Jackson W. Moore as a Director of the
Corporation, prior to the Second Succession Date, shall each require the
affirmative vote of at least 66-2/3% of the full Board of Directors.
(C) The provisions of this Section 11 may be modified, amended or
repealed, and any By-Law provision inconsistent with the provisions of this
Section 11 may be adopted, only by an affirmative vote of at least 66-2/3% of
the full Board of Directors. In the event of any inconsistency between any
provision of this Section 11 and any other provision of these By-Laws or the
Corporation's other constituent documents, the provisions of this Section 11 are
intended to control.
ARTICLE V. MISCELLANEOUS
Section 1. Certificates of Stock:
The shares of stock in the Corporation shall be represented by
certificates, provided that the Board of Directors may provide by resolution or
resolutions that some or all of any or all classes or series of the
Corporation's stock shall be uncertificated shares. Any such resolution shall
not apply to shares represented by a certificate theretofore issued until such
certificate is surrendered to the Corporation. Notwithstanding the adoption of
such a resolution by the Board of Directors, every holder of stock represented
by certificates, and upon request every holder of uncertificated shares, shall
be entitled to have a certificate signed by or in the name of the Corporation by
the Chairman of the Board, the Chief Executive Officer, the President or a
Vice-President, the Comptroller or an Assistant Comptroller, and the Secretary
or an Assistant Secretary, of the Corporation, representing the number of shares
of stock registered in certificate form owned by such holder. Any or all of the
signatures may be facsimiles. In case any officer, transfer agent or registrar
who has signed or whose facsimile signature has been placed upon a certificate
shall have ceased to be such officer, transfer agent or registrar before such
certificate is issued, it may be issued by the Corporation with the same effect
as if such person were such officer, transfer agent or registrar at the date of
issue.
Section 2. Lost Certificates:
The Board of Directors may order a new certificate or certificates of
stock to be issued in the place of any certificate or certificates of the
Corporation alleged to have been lost or destroyed, but in every such case the
owner of the lost certificate or certificates shall first cause to be given to
the Corporation or its authorized agent a bond in such sum as said Board may
direct, as indemnity against any loss that the Corporation may incur by reason
of such replacement of the lost certificate or certificates; but the Board of
Directors may, at their discretion refuse to replace any lost certificate of
stock save upon the order of some court having jurisdiction in such matter and
may cause such legend to be inscribed on the new certificate or certificates as
in the Board's discretion may be necessary to prevent loss to the Corporation.
Section 3. Transfer of Shares:
The shares of stock of the Corporation shall be transferable only upon
its books by the holders thereof in person or by their duly authorized attorneys
or legal representatives, and upon such transfer the old certificates shall be
surrendered to the Corporation by the delivery thereof to the person in charge
of the stock and transfer books, and ledgers, or to the authorized agent of the
Corporation, by whom they shall be canceled, and new certificates shall
thereupon be issued. A record shall be made of each transfer and whenever a
transfer shall be made for collateral security, and not absolutely, it shall be
expressed in the entry of the transfer.
The Corporation may decline to register on its stock books transfers of
stock standing in the name of infants, unless (a) the law of the state of which
the infant is a resident relieves the Corporation of all liability therefor in
case the infant or anyone acting for him thereafter elects to rescind such
transfer, or (b) a court having jurisdiction of the infant and the subject
matter enters a valid decree authorizing such transfer.
Section 4. Fractional Shares:
No fractional part of a share of stock shall ever be issued by this
Corporation.
Section 5. Stockholders Record Date:
In order that the Corporation may determine the stockholders entitled
to notice of or to vote at any meeting of stockholders or any adjournment
thereof, or entitled to receive payment of any dividend or other distribution or
allotment of any rights, or entitled to exercise any rights in respect of any
change, conversion or exchange of stock or for the purpose of any other lawful
action, the Board of Directors may fix, in advance, a record date, which shall
not be more than sixty nor less than ten days before the date of such meeting,
nor more than sixty days prior to any other action. A determination of
stockholders of record entitled to notice of or to vote at a meeting of
stockholders shall apply to adjournment of the meeting; provided, however, that
the Board of Directors may fix a new record date for the adjourned meeting.
Section 6. Dividends:
Subject to the provisions of the Certificate of Incorporation, the
Board of Directors may, out of funds legally available therefore at any regular
or special meeting, declare dividends upon the capital stock of the Corporation
as and when they deem expedient. Before declaring any dividend there may be set
apart out of any fund of the Corporation available for dividends, such sum or
sums as the Directors from time to time in their discretion deem proper for
working capital or as a reserve fund to meet contingencies or for equalizing
dividends or for such other purposes as the Directors shall deem conducive to
the interests of the Corporation.
The Corporation may decline to pay cash dividends to infant
stockholders except where full and valid release may be granted by the infant or
under a decree of court of competent jurisdiction.
Section 7. Seal:
The corporate seal shall consist of two concentric circles between
which shall be "REGIONS FINANCIAL CORPORATION DELAWARE" with a representation of
the Corporate Logogram in the center.
Section 8. Fiscal Year:
The fiscal year of the Corporation shall be determined by resolution of
the Board of Directors.
Section 9. Checks:
All checks, drafts or other orders for the payment of money, notes or
other evidences of indebtedness issued in the name of the Corporation shall be
signed by such officer or officers, agent or agents of the Corporation, and in
such manner as shall be determined from time to time by resolution of the Board
of Directors.
Section 10. Notice and Waiver of Notice:
Whenever any notice is required by these By-Laws to be given, personal
notice is not meant unless expressly so stated, and any notice so required shall
be deemed to be sufficient if given by depositing the same in the United States
mail, postage prepaid, or by telegram, teletype, facsimile transmission or other
form of wire, wireless, or other electronic communication or by private carrier
addressed to the person entitled thereto at his address as it appears on the
records of the Corporation, and such notice shall be deemed to have been given
on the date of such mailing. Stockholders not entitled to vote shall not be
entitled to receive notice of any meetings except as otherwise provided by
statute.
Whenever any notice whatever is required to be given under the
provisions of any law, or under the provisions of the Certificate of
Incorporation of the Corporation or these By-Laws, a waiver thereof in writing,
signed by the person or persons entitled to said notice, whether before or after
the time stated therein, shall be deemed equivalent thereto.
Section 11. Indemnification of Officers, Directors, Employees, Agents and
Fiduciaries; Insurance:
(A) The Corporation shall indemnify, in accordance with and to the
fullest extent permitted by law, any person made or threatened to be made a
party to any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative, by reason of the fact
that such person is or was a Director, Advisory Director, officer, employee,
agent or fiduciary of the Corporation or any constituent corporation absorbed in
a consolidation or merger, or serves as such with another corporation, or with a
partnership, joint venture, trust or other enterprise at the request of the
Corporation or any such constituent corporation.
(B) The indemnification provided by this Section 11 shall not be
deemed exclusive of and shall be in addition to any other rights (whether
created prior or subsequent to the adoption of these By-Laws) to which those
indemnified may be entitled under any statute, rule of law, articles of
incorporation, by-law, agreement, vote of stockholders or disinterested
Directors or otherwise, both as to action in their official capacity and as to
action in another capacity and as to action in another capacity while holding
such office, and shall continue as to a person who has ceased to be a Director,
employee or agent of the Corporation, and shall inure to the benefit of the
heirs, executors and administrators of such a person.
(C) By action of the Board of Directors notwithstanding any
interest of the Directors in such action, the Corporation may purchase and
maintain insurance in such amounts as the Board of Directors deems appropriate
on behalf of any person who is or was a Director, officer, employee, agent or
fiduciary of the Corporation, or is or was serving at the request of the
Corporation as a Director, officer, employee, agent or fiduciary of another
corporation, partnership, joint venture, trust or other enterprise against any
liability asserted against him and incurred by him in any such capacity, or
arising out of his status as such, whether or not the Corporation shall have the
power to indemnify him against such liability under the provisions of this
Section 11.
ARTICLE VI. AMENDMENTS
These By-Laws may be amended, altered or repealed and By-Laws may be
adopted (A) by the affirmative vote of a majority of the Board of Directors or
(B) by the stockholders at any annual meeting of the stockholders, or at any
special meeting thereof if notice of the proposed alteration or repeal or By-Law
or By-Laws to be adopted is contained in the notice of such special meeting, by
the affirmative vote of seventy-five percent (75%) of the stock issued and
outstanding and entitled to vote thereat, subject to the provisions of Section
10 of Article III and Section 11 of Article IV.