EXHIBIT 3.1
AMENDED AND RESTATED
BYLAWS
OF
GREENE COUNTY BANCSHARES, INC.
OFFICE
1. Principal Office
The principal office of the Corporation shall be in Greeneville,
Tennessee, and the Corporation shall have such other offices at such other
places within or without the State of Tennessee as the Board of Directors
may from time to time determine or as the business of the Corporation may
require.
SHAREHOLDERS' MEETINGS
2. Annual Meeting
An annual meeting of the shareholders of the Corporation shall be held on
such date as may be determined by the Board of Directors. The business to
be transacted at such meeting shall be the election of directors and such
other business as shall be properly brought before the meeting. If the
election of directors shall not be held on the day designated by the Board
of Directors for any annual meeting, or at any adjournment of such
meeting, the Board of Directors shall call a special meeting of the
shareholders as soon as conveniently possible thereafter. At such special
meeting the election of directors shall take place and such election and
any other business transacted thereat shall have the same force and effect
as if transacted at an annual meeting duly called and held.
3. Special Meetings
Special meetings of the shareholders may only be called by the Board of
Directors or a committee duly designated by the Board of Directors.
4. Place of Meetings
Annual and special meetings of the shareholders shall be held at the
Corporation's principal office or at such other place within or without
the State of Tennessee as may be designated by the Board of Directors.
5. Notice of Meetings; Waiver
(a) Annual Meetings. Written or printed notice stating the place, day
and hour of the annual meeting of shareholders shall be given in
person or by mail to each shareholder of record entitled to vote at
such meeting. If mailed, such notice shall be delivered not less
than ten (10) days nor more than two (2) months before the meeting.
Mailed notice shall be deemed to be delivered when deposited, with
postage prepaid, in the United States mail addressed to the
shareholder at his address as it appears on the records of the
Corporation at the close of business on the record date established
for such meeting. If delivered personally, such notice shall be
delivered not less than ten (10) days nor more than two (2) months
before the date of the meeting and shall be deemed delivered when
actually received by the shareholder.
(b) Special Meetings. Written or printed notice of every special meeting
of shareholders shall be given in person or by mail to each
shareholder of record entitled to vote at such meeting. Such notice
shall state the place, day, hour, purpose or purposes for which the
meeting is called, and the person or persons calling the meeting. If
mailed, such notice shall be delivered not less than ten (10) days
nor more than two (2) months before the meeting. Mailed notice shall
be deemed to be delivered when deposited, with postage prepaid, in
the United States mail addressed to the
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shareholder at his address as it appears on the records of the
Corporation at the close of business on the record date established
for such meeting. If delivered personally, such notice shall be
delivered not less than ten (10) days nor more than two (2) months
before the date of the meeting and shall be deemed delivered when
actually received by the shareholder.
(c) Waiver. A shareholder may waive the notice of either an annual or a
special meeting by the submission by the shareholder or his proxy
holder of a written waiver of notice either before or after such
meeting.
6. Quorum
Except as otherwise required by law or provided in these Bylaws, a quorum
at any meeting of shareholders shall consist of the holders of record of a
majority of the shares issued and outstanding and entitled to vote
thereat, present in person or by proxy. If, however, such majority shall
not be present or represented at any meeting of the shareholders, the
shareholders present in person or by proxy and entitled to vote thereat
shall have power to adjourn the meeting from time to time, and to any
other place, without notice other than announcement at the meeting of the
time and place to which the meeting is adjourned. At any adjourned meeting
at which the requisite amount of voting stock to constitute a quorum shall
be represented, any business may be transacted which might have been
transacted at the meeting as originally called.
7. Record Date
The record date for the determination of shareholders entitled to notice
of and entitled to vote at any meeting of shareholders or any adjournment
thereof, shall be such date as shall be determined by the Board of
Directors, but which in any event shall not be less than ten (10) days
prior to the date of such meeting. If the Board of Directors does not fix
such record date, the record date for the determination of shareholders
entitled to notice of and entitled to vote at any meeting of shareholders
or at any adjournment thereof shall be the close of business on the day
next preceding the day on which notice is given.
8. Voting of Shares
Unless otherwise provided in the Charter, each shareholder of the
Corporation shall be entitled, at each meeting of the shareholders and
upon each proposal presented at such meeting, to one vote for each share
of the capital stock having voting power registered in his name on the
books of the Corporation on the record date. Each shareholder having the
right to vote shall be entitled to vote in person or by proxy appointed by
an instrument in writing executed by such shareholder or his duly
authorized attorney-in-fact and bearing a date not more than eleven (11)
months prior to said meeting, unless said instrument provides for a longer
period. Unless the Charter, these Bylaws or applicable law specifically
provide otherwise, the affirmative vote of a majority of shares
represented and entitled to vote at a meeting at which a quorum is present
shall be the act of the shareholders, except that directors shall be
elected by a plurality of the votes cast in the election. At each election
of directors, every shareholder shall have the right to vote the number of
shares which he is entitled to vote at such meeting for as many persons as
there are directors to be elected at said meeting, but cumulative voting
for such nominees shall not be permitted unless the Charter otherwise
provides.
9. Presiding Officer
Meetings of the shareholders shall be presided over by the Chairman, or if
he is not present, by the President, or if he is not present, by a Vice
President, or if neither the Chairman, President nor a Vice President is
present, by a chairman to be chosen by a majority of the shareholders
entitled to vote at such meeting. The Secretary of the Corporation or, in
his absence, an Assistant Secretary shall act as secretary of every
meeting, but if neither the Secretary nor an Assistant Secretary is
present, the shareholders entitled to vote at such meeting shall choose
any person present to act as secretary of the meeting.
DIRECTORS
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10. Powers and Duties
The business and affairs of the Corporation shall be managed by the Board
of Directors. In addition to the powers and authority expressly conferred
upon them by these Bylaws, the Board may exercise all the powers of the
Corporation and do all lawful acts and things as are not by applicable
law, by the Charter of the Corporation or by these Bylaws directed or
required to be exercised or done by the shareholders.
11. Number, Classification, Term, Qualification, and Vacancies
(a) Number, Classification and Term. The Board of Directors shall
consist of fourteen (14) members. The Board of Directors shall be
divided into three classes equal in number. The members of each
class shall be elected for a term of three (3) years and until their
successors are elected and qualified, except during an interim
arrangement immediately following adoption of the provisions in the
Corporation's Charter regarding the Classified Board. One (1) class
shall be elected by ballot annually.
(b) Vacancies. In case there are vacancies on the Board of Directors,
other than vacancies created by the removal of a director or
directors (which shall be governed by paragraph 15(c)), the
remaining directors may by a majority vote of the directors then in
office elect a successor or successors who shall hold office until
his or their successors are elected or qualified.
(c) Qualification. Directors must be of legal age and be shareholders of
the Corporation.
(d) Retirement of Directors. No person 70 years of age or older shall be
eligible for election, re-election, appointment or re-appointment as
a director of the Company. No director shall serve beyond the annual
meeting of the Company immediately following the director becoming
70 years old, and such director shall thereafter be a retired
director of the Company. The Board of Directors, at its discretion,
may name retired directors to the classification of Director
Emeritus, who may attend meetings but will not have any vote or any
liability for serving.
12. Quorum
A majority of the total number of directors in office shall constitute a
quorum for the transaction of business. If, at any meeting of the Board of
Directors, there shall be less than a quorum present, a majority of those
present may adjourn the meeting, without further notice, from time to time
until a quorum shall have been obtained.
13. Manner of Acting
The act of a majority of the directors present at a meeting at which a
quorum is present shall, unless otherwise provided by applicable law or
these Bylaws, be the act of the Board of Directors. Any action required or
permitted to be taken at a meeting of directors may be taken without a
meeting if a consent in writing, setting forth the action so taken, is
signed by all the directors. Such written consent shall have the same
force and effect as a unanimous vote at a meeting of the Board of
Directors.
14. Meetings; Notice
Meetings of the Board of Directors may be held either within or without
the State of Tennessee. Notice of a meeting of the Board of Directors need
not state the purpose of, nor the business to be transacted at, such
meeting.
(a) Regular Meetings. Regular meetings of the Board of Directors shall
be held at such times as are fixed from time to time by resolution
of the Board, and may be held without notice of the time or place
therefor.
(b) Special Meetings. Special meetings may be held at any time upon call
of the Chairman, the
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President, a Vice President or any two (2) directors. Notice of the
time and place of each special meeting shall be given to each
director at either his business or residence address, as shown by
the records of the Corporation, at least forty-eight (48) hours
prior thereto if mailed and on the day prior thereto if delivered or
given in person or by telephone or telegraph. If mailed, such notice
shall be deemed to be delivered when deposited, so addressed and
with postage prepaid, in the United States mail. If notice is given
by telegram, such notice shall be deemed to be delivered when the
telegram, so addressed, is delivered to the telegraph company. If
notice is given in person, such notice shall be deemed to have been
given when it is hand delivered to the director at his business or
residence address. Any director may waive notice of any meeting
before, at or after such meeting and the attendance of a director at
a meeting shall constitute a waiver of notice of such meeting except
when a director attends for the sole, express purpose of objecting
to the transaction of business thereat, on the ground that the
meeting is not lawfully called or convened, and so states in writing
prior to the conduct of any business at the meeting.
15. Removal
(a) By Shareholders. Unless the Charter otherwise provides, at any
meeting of the shareholders, the entire Board of Directors or any
number of directors may be removed from office, with or without
cause, by a majority vote of the shares represented and entitled to
vote thereat.
(b) By Directors. At any meeting of the Board of Directors, any director
or directors may be removed from office for cause, as that term is
defined by applicable law, by a majority of the entire Board of
Directors.
(c) Replacement. When any director or directors are removed, new
directors may be elected to fill the vacancies created thereby at
the same meeting of the shareholders or Board of Directors, as the
case may be, for the unexpired term of the director or directors
removed. If the shareholders fail to elect persons to fill the
unexpired term or terms of the director or directors removed by
them, such unexpired terms shall be considered vacancies on the
Board to be filled by the remaining directors as provided in
paragraph 11(b).
16. Compensation
Directors, and members of any committee of the Board of Directors, shall
be entitled to such reasonable compensation for their services as
directors and members of any such committee as shall be fixed from time to
time by resolution of the Board of Directors, and shall also be entitled
to reimbursement for any reasonable expenses incurred in attending such
meetings. Any director receiving compensation under these provisions shall
not be barred from serving the Corporation in any other capacity and
receiving reasonable compensation for such other services.
COMMITTEES
17. Executive Committee
There may be, if so determined by a resolution adopted by a majority of
the entire Board of Directors, an Executive Committee of the Board
consisting of two (2) or more directors. The Board of Directors may
delegate to such Executive Committee all the power and authority of the
Board that it deems desirable, except for any matters which cannot by law
be delegated by the Board of Directors. Unless specifically authorized by
the Board, the Executive Committee shall not have the power to adopt,
amend or repeal these Bylaws, to submit to shareholders any matter that by
law requires their authorization, to fill vacancies in the Board of
Directors or in any committee or to declare dividends or make other
corporate distributions.
18. Other Committees
The Board of Directors may create such other committees as it may
determine to be helpful in discharging its responsibilities for the
management and administration of the Corporation. Each such committee
shall consist of such persons, whether directors, officers or others, as
may be elected thereto by the Board of
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Directors, and each committee shall perform such functions as may be
lawfully assigned to it by the Board of Directors.
OFFICERS
19. Number
The officers of the Corporation shall be a Chairman, a President, a
Secretary and such other officers as may be from time to time elected by
the Board of Directors. One person may hold more than one office except
the President may not hold the office of Secretary.
20. Election and Term of Office
The principal officers shall be elected annually by the Board of Directors
at the first meeting of the Board following the shareholders' annual
meeting, or as soon thereafter as is conveniently possible. Subordinate
officers may be elected from time to time. Each officer shall serve at the
pleasure of the Board for such term as the Board of Directors may set and
until his successor shall have been elected and qualified, or until his
death, resignation or removal.
21. Removal
Any officer may be removed from office by the Board of Directors whenever
in its judgment the best interests of the Corporation will be served
thereby, but such removal shall not prejudice the contract rights, if any,
of the persons so removed.
22. Vacancies
Any vacancy in an office from any cause may be filled for the unexpired
portion of the term by the Board of Directors.
23. Duties
(a) Chairman. The Chairman shall preside at all meetings of the
shareholders or directors and have such other duties as the Board of
Directors may designate from time to time and shall see that all
orders and resolutions of the Board of Directors are carried into
effect. If the Board shall so determine, the Chairman may be the
Chief Executive Officer of the Corporation.
(b) Chief Executive Officer. The Chief Executive Officer shall be
responsible for carrying out the orders of and the resolutions and
policies adopted by the Board of Directors and shall have general
management of the business of the Corporation and shall exercise
general supervision over all of its affairs. In addition, the Chief
Executive Officer shall have such powers and perform such duties as
may be provided for herein and as are normally incident to the
office and as may be prescribed by the Board of Directors. If and at
such time as the Board of Directors so determines, the Chief
Executive Officer may also serve as the Chairman, or the President
of the Corporation.
(c) President. The President shall be the Chief Executive Officer of the
Corporation unless the Board of Directors has appointed another
person to such office, in which case the President shall be the
Chief Operating Officer of the Corporation and shall have such
powers and perform such duties as may be provided for herein and as
are normally incident to the office and as may be prescribed by the
Board of Directors, the Chairman of the Board, or the Chief
Executive Officer.
(d) Vice President. The Executive Vice President and the Senior Vice
President/Chief Financial Officer (if any) shall be active executive
officers of the Corporation, shall assist the President in the
active management of the business, and shall perform such other
duties as the Board of Directors may from time to time prescribe.
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(e) Secretary. The Secretary shall attend all meetings of the Board of
Directors and all meetings of the shareholders and record all votes
and the minutes of all proceedings in a book to be kept for that
purpose; he shall perform like duties for any committee when
required. The Secretary shall give, or cause to be given, notice of
all meetings of the shareholders and of the Board of Directors when
required, and unless directed otherwise by the Board of Directors,
shall keep a stock record containing the names of all persons who
are shareholders of the Corporation, showing their place of
residence and the number of shares held by them respectively. The
Secretary shall perform such other duties as may be prescribed from
time to time by the Board of Directors.
(f) Other Officers. Other officers appointed by the Board of Directors
shall exercise such powers and perform such duties as may be
delegated to them by the Board of Directors.
(g) Delegation of Duties. In case of the absence or disability of any
officer of the Corporation or of any person authorized to act in his
place, the Board of Directors may from time to time delegate the
powers and duties of such officer to any officer, or any director,
or any other person whom it may select, during such period of
absence or disability.
24. Indemnification of Officers and Directors
The Corporation shall indemnify each present and future director and
officer of the Corporation, or any person who may have served at its
request as a director or officer of another company (and, in either case,
his heirs, executors and administrators) to the full extent allowed by the
laws of the State of Tennessee, both as now in effect and as hereafter
adopted unless otherwise prohibited by federal law or regulations.
CERTIFICATES FOR SHARES OF STOCK
25. Form
(a) Stock Certificates. The interest of each shareholder of the
Corporation shall be evidenced by a certificate or certificates for
shares of stock. The certificate shall include the following on its
face: (i) the Corporation's name, (ii) the fact that the Corporation
is organized under the laws of the State of Tennessee, (iii) the
name of the owner of record of the shares represented thereby, (iv)
the number of shares represented thereby, (v) the class of shares
and the designation of the series, if any, which the certificate
represents, (vi) the par value of each share or a statement that the
shares are without par value, and (vii) such other information as
applicable law may require or as may be lawful.
(b) Signatures. The certificates for stock shall be signed by the
President and by the Secretary. Where any certificate is manually
countersigned by a transfer agent or registered by a registrar who
is not an officer or employee of the Corporation, the signatures of
the President and the Secretary may be facsimiles, engraved or
printed. In case any officer who has signed, or whose facsimile
signature has been placed upon, any certificate shall have ceased to
be such before the certificate is issued, it may be issued by the
Corporation with the same effect as if such officer had not ceased
to be such at the time of its issue.
26. Subscriptions for Shares
Subscriptions for shares of the Corporation shall be valid only if they
are in writing, signed and delivered by the subscriber. Unless the
subscription agreement provides otherwise, subscriptions for shares,
regardless of the time when they are made, shall be paid in full at such
time, or in such installments and at such periods, as shall be determined
by the Board of Directors. All calls for payments on subscriptions shall
be uniform as to all shares of the same class or of the same series.
27. Transfers
Transfers of shares of the capital stock of the Corporation shall be made
only on the books of the
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Corporation by (i) the holder of record thereof, (ii) by his legal
representative, who shall furnish proper evidence of authority to
transfer, or (iii) his attorney, authorized by a power of attorney duly
executed and filed with the Secretary of the Corporation or a duly
appointed transfer agent. Such transfers shall be made only upon surrender
of the certificate or certificates for such shares properly endorsed and
with all taxes thereon paid.
28. Lost, Destroyed, or Stolen Certificates
No certificate for shares of stock of the Corporation shall be issued in
place of any certificate alleged to have been lost, destroyed, or stolen
except on production of evidence, satisfactory to the Board of Directors,
of such loss, destruction or theft, and, if the Board of Directors so
requires, upon the furnishing of an indemnity bond in such amount (but not
to exceed twice the value of the shares represented by the certificate)
and with such terms and such surety as the Board of Directors may in its
discretion require.
CORPORATE ACTIONS
29. Contracts
Unless otherwise required by the Board of Directors, the Chairman and/or
the Chief Executive Officer, the President or any Vice President shall
execute contracts or other instruments on behalf of and in the name of the
Corporation. The Board of Directors may from time to time authorize any
other officer or officers or agent or agents to enter into any contract or
execute any instrument in the name of and on behalf of the Corporation as
it may deem appropriate, and such authority may be general or confined to
specific instances.
30. Loans
No loans shall be contracted on behalf of the Corporation and no evidence
of indebtedness shall be issued in its name unless authorized by the Board
of Directors. Such authority may be general or confined to specific
instances.
31. Checks, Drafts, etc.
Unless otherwise required by the Board of Directors, all checks, drafts,
bills of exchange and other negotiable instruments of the Corporation
shall be signed by either the Chairman, the Chief Executive Officer, the
President, the Secretary, Assistant Secretary, the Senior Vice
President/Chief Financial Officer, or their designees, in each case to the
extent authorized to do so by the Board of Directors. Such authority may
be general or confined to specific business, and, if so directed by the
Board, the signatures of two or more such officers may be required.
32. Deposits
All funds of the Company not otherwise employed shall be deposited from
time to time to the credit of the Corporation in such banks or other
depositories as the Board of Directors may authorize.
33. Voting Securities Held by the Corporation
Unless otherwise required by the Board of Directors, the Chairman or the
President shall have full power and authority on behalf of the Corporation
to attend any meeting of security holders, or to take action on written
consent as a security holder, of other corporations in which the
Corporation may hold securities. In connection therewith the Chairman or
the President shall possess and may exercise any and all rights and powers
incident to the ownership of such securities which the Corporation
possesses. The Board of Directors may, from time to time, confer like
powers upon any other person or persons.
34. Dividends
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The Board of Directors may, from time to time, declare, and the
Corporation may pay, dividends on its outstanding shares of capital stock
in the manner and upon the terms and conditions provided by applicable
law. The record date for the determination of shareholders entitled to
receive the payment of any dividend shall be determined by the Board of
Directors, but which in any event shall not be less than ten (10) days
prior to the date of such payment.
FISCAL YEAR
35. The fiscal year of the Corporation shall be determined by the Board of
Directors, and in the absence of such determination, shall be the calendar
year.
CORPORATE SEAL
36. The Corporation shall not have a corporate seal.
AMENDMENT OF BYLAWS
37. These Bylaws may be altered, amended or repealed, and new Bylaws may be
adopted at any meeting of the shareholders by the affirmative vote of a
majority of the stock represented at such meeting, or by the affirmative
vote of a majority of the members of the Board of Directors who are
present at any regular or special meeting; provided, however, that any
amendment to these Bylaws changing the number of directors, if adopted by
the Board of Directors, shall require the affirmative vote of a majority
of the members of the entire Board of Directors.
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