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EXHIBIT 3.2
BY-LAWS
OF
FIRST AMERICAN CORPORATION
(HEREIN SOMETIMES THE "CORPORATION")
AS ADOPTED APRIL 21, 1994
ARTICLE I
GENERAL
SECTION 1.1. PRINCIPAL OFFICE. The principal office of the
Corporation shall be in First American Center, Nashville, Tennessee, and
the Corporation shall have such other offices at such other places as the
Board of Directors (herein sometimes the "Board") may from time to time
appoint, or the business of the Corporation may require.
SECTION 1.2. GENDER. When used herein, the masculine gender shall
include the feminine.
ARTICLE II
SHAREHOLDERS
SECTION 2.1. ANNUAL MEETING. The annual meeting of the shareholders
for the election of directors and for the transaction of such other business
as may properly come before the meeting each year shall be held on such day
and at such time as the Board of Directors shall determine.
SECTION 2.2 SPECIAL MEETINGS. Special meetings of shareholders,
unless otherwise provided by law, may be called at any time by the Board, the
Chairman of the Board, the Vice Chairman of the Board, or the President. The
Chairman of the Board, the Vice Chairman or the President shall also call a
special meeting of shareholders, to be held no sooner than seventy-five (75)
and no later than ninety (90) days (as shall be determined in the sole
discretion of the officer calling the same) after the receipt of a written
demand for such a meeting from shareholders owning of record ten percent (10%)
or more of the entire capital stock of the Corporation issued and outstanding
and entitled to vote at such meeting, together with a certified check for fifty
thousand dollars ($50,000) payable to the Corporation to cover the
Corporation's expenses in connection with such meeting, including the
preparation of proxy materials and the mailing of notices and proxy materials
to shareholders. Such written demand must state the purpose or purposes for
which the meeting is called, the names of the shareholder or shareholders
calling the meeting, the number of shares owned of record by each such
shareholder, and any other information specified in Schedule 14A, Rule 14a-3 or
Rule 14a-11 of the Rules and Regulations of the Securities and Exchange
Commission.
SECTION 2.3. PLACE OF MEETING. The Board may designate any place,
either within or without the State of Tennessee, as the place of meeting for
any annual meeting or for any special meeting which is called by the Board.
If no place is designated by the Board, or if a special meeting is held pursuant
to shareholder demand, the place of meeting shall be the principal office of the
Corporation as provided in these By-Laws.
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SECTION 2.4. NOTICE OF SHAREHOLDER MEETINGS; WAIVER.
(a) ANNUAL MEETINGS. Written notice stating the place, date 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 mailed not less than ten (10) days nor more than sixty (60)
days before the meeting. Mailed notice shall be deemed to be given 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, or to
such other address as the shareholder shall have designated in writing to the
Secretary. If delivered personally, such notice shall be delivered not less
than ten (10) days nor more than sixty (60) days before the date of the meeting
and shall be deemed delivered when actually received by the shareholder.
(b) SPECIAL MEETINGS. Written notice of every special meeting of
shareholders shall be given by the Corporation in person or by mail to each
shareholder of record entitled to vote at such meeting. Such notice shall
state the place, date, hour, purpose or purposes for which the meeting is
called, and the person or persons calling the meeting. In the case of a
meeting called pursuant to the request of shareholders owning ten percent (10%)
or more of the entire capital stock of the Corporation issued and outstanding
and entitled to vote at such meeting, such notice shall be given, in person or
by mail, not less than forty-five (45) days nor more than sixty (60) days
before the meeting. Otherwise, if mailed, such notice shall be given not less
than ten (10) days nor more than sixty (60) days before the meeting, and if
delivered personally, such notice shall be delivered not less than ten (10)
days nor more than sixty (60) days before the date of the meeting. Mailed
notice shall be deemed to be given 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, or to such other address as the shareholder shall
have designated in writing to the Secretary, and shall be deemed delivered
personally when actually received by the shareholder.
(c) WAIVER. Notice of any meeting need not be given to any
shareholder who signs a waiver of notice, either before or after such meeting,
or who attends the meeting in person or by proxy, and does not object at the
beginning of the meeting to the lack of notice or to the fact that the meeting
was not otherwise lawfully called or convened. Attendance at a meeting for the
express purpose of objecting to the lack of notice or to the fact that the
meeting was otherwise not lawfully called or convened shall not, however,
constitute a waiver of notice.
SECTION 2.5. NOTICE OF NOMINATIONS. Nominations for the election of
directors may be made by the Board of Directors or a committee appointed by
the Board of Directors authorized to make such nominations or by any
shareholder entitled to vote in the election of directors generally. However,
any such shareholder nomination may be made only if written notice of the intent
to make such nomination has been given, either by personal delivery or by United
States mail, postage prepaid, to the Secretary of the Corporation not later than
(i) with respect to an election to be held at an annual meeting of shareholders,
two hundred ten (210) days in advance of such meeting, and
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(ii) with respect to an election to be held at a special meeting of
shareholders for the election of directors, the close of business on the 10th
day following the date on which notice of such meeting is first given to
shareholders. In the case of any nomination by the Board of Directors or a
committee appointed by the Board of Directors authorized to make such
nominations, compliance with the proxy rules of the Securities and Exchange
Commission shall constitute compliance with the notice provisions of the
preceding sentence.
In the case of any nomination by a shareholder, each such notice shall
set forth: (a) as to each person whom the shareholder proposes to nominate for
election or re-election as a director, (i) the name, age, business address and
residence address of such person, (ii) the principal occupation or employment
of such person, (iii) the class and number of shares of the Corporation which
are beneficially owned by such person, and (iv) any other information relating
to such person that is required to be disclosed in solicitations of proxies
with respect to nominees for election as directors, pursuant to Regulation 14A
under the Securities and Exchange Act of 1934, as amended (including without
limitation such person's written consent to being named in the proxy statement
as a nominee and to serving as a director, if elected); and (b) as to the
shareholder giving the notice (i) the name and address, as they appear on the
Corporation's books, of such shareholder and (ii) the class and number of
shares of the Corporation which are beneficially owned by such shareholder; and
(c) a description of all arrangements or understandings between the shareholder
and each nominee and any other person or persons (naming such person or
persons) pursuant to which the nomination or nominations are to be made by the
shareholder. The chairman of the meeting may refuse to acknowledge the
nomination of any person not made in compliance with the foregoing procedure.
SECTION 2.6. NOTICE OF NEW BUSINESS. At an annual meeting of
shareholders only such new business shall be conducted, and only such proposals
shall be acted upon, as shall have been properly brought before the meeting.
To be properly brought before the annual meeting such new business must be (a)
specified in the notice of meeting (or any supplement thereto) given by or at
the direction of the Board of Directors, (b) otherwise properly brought before
the meeting by or at the direction of the Board of Directors, or (c) otherwise
properly brought before the meeting by a shareholder. For a proposal to be
properly brought before an annual meeting by a shareholder, the shareholder
must have given timely notice thereof in writing to the Secretary of the
Corporation and the proposal must comply with SEC Rule 14a-8 under the
Securities Exchange Act of 1934. To be timely, a shareholder's notice must be
delivered to or mailed and received at the principal executive offices of the
Corporation, not less than fifty (50) days nor more than seventy-five (75) days
prior to the meeting; provided, however, that in the event that less than sixty
(60) days' notice or prior public disclosure of the date of the meeting is given
or made to shareholders, notice by the shareholder to be timely must be so
received not later than the close of business on the 10th day following the day
on which such notice of the date of the annual meeting was mailed or such public
disclosure was made. A shareholder's notice to the Secretary shall set forth as
to each matter the shareholder
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proposes to bring before the annual meeting (a) a brief description of the
proposal desired to be brought before the annual meeting and the reasons for
conducting such business at the annual meeting, (b) the name and address, as
they appear on the Corporation's books, of the shareholder proposing such
business, (c) the class and number of shares of the Corporation which are
beneficially owned by the shareholder, and (d) any financial interest of the
shareholder in such proposal.
Notwithstanding anything in the By-Laws to the contrary, no business
shall be conducted at an annual meeting except in accordance with the
procedures set forth in this Section. The Chairman of an annual meeting shall,
if the facts warrant, determine and declare to the meeting that new business or
any shareholder proposal was not properly brought before the meeting in
accordance with the provisions of this Section, and if he should so determine,
he shall so declare to the meeting and any such business or proposal not
properly brought before the meeting shall not be acted upon at the meeting.
This provision shall not prevent the consideration and approval or disapproval
at the annual meeting of reports of officers, directors and committees, but in
connection with such reports no new business shall be acted upon at such annual
meeting unless stated and filed as herein provided.
SECTION 2.7. RECORD DATE. The Board shall fix as the record date for
any determination of shareholders entitled to vote at any meeting of
shareholders or any adjournment thereof, to demand a special meeting, to
receive notice of a shareholders meeting, to receive payment of any dividend,
or for any other proper purpose, a date not more than seventy (70) days prior
to the date on which the particular action requiring such determination of
shareholders is to be taken. If no record date is fixed by the Board, as
provided above, and if the Charter does not otherwise provide for a record
date, then the date on which the resolution of the Board declaring such
dividend is adopted, or the day before the date on which notice of the meeting
is mailed, shall be the record date for such determination of shareholders.
When a determination of shareholders entitled to vote at any meeting of
shareholders has been made, as provided herein, such determination shall apply
to any adjournment of such 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
four (4) months after the date fixed for the original meeting.
SECTION 2.8. LIST OF SHAREHOLDERS. After the record date for a
meeting has been fixed, the Corporation shall prepare an alphabetical list of
names of all shareholders who are entitled to notice of a shareholders'
meeting. Such list will be arranged by voting group (and within each voting
group by class or series of shares) and will show the address of and number of
shares held by each shareholder. The shareholders' list will be available for
inspection in accordance with the Tennessee Business Corporation Act (the
"Act"), beginning two (2) business days after notice of the meeting is given
for which the list was prepared and continuing through the meeting, at the
Corporation's principal office or at a place identified in the meeting notice
in the city where the meeting will be held. A shareholder or his agent or
attorney is entitled on written demand to inspect and, subject to the
requirements of the Act, to copy the
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list, during regular business hours and at his expense, during the period it is
available for inspection.
SECTION 2.9. VOTING GROUPS; QUORUM; ADJOURNMENT. All shares entitled
to vote and be counted together collectively on a matter at a meeting of
shareholders shall be a "voting group". 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. Except as otherwise required by the
Act or provided in the Charter, a majority of the votes entitled to be cast on
a matter by a voting group constitutes a quorum of that voting group for
action on that matter. Once a share is represented for any purpose at a
meeting, it is deemed present for quorum purposes for the remainder of the
meeting and for any adjournment of that meeting unless a new record date is or
must be set for that adjourned meeting. If a quorum of a voting group shall
not be present or represented at any meeting, the shares entitled to vote
thereat shall have power, by majority vote, to adjourn the meeting to a
different date, time or place without notice other than announcement at the
meeting of the new time, date or place to which the meeting is adjourned. At
any adjourned meeting at which a quorum of any voting group shall be present
or represented, any business may be transacted by such voting group which
might have been transacted at the meeting as originally called.
SECTION 2.10 PROXIES. At all meetings of shareholders, a shareholder
may vote in person or by proxy executed in writing by such shareholder or his
duly authorized attorney-in-fact. Such proxy shall be filed with the Secretary
of the Corporation or other officer or agent authorized to tabulate votes before
or at the time of the meeting. No proxy shall be valid after eleven (11)
months from its date, unless otherwise provided in the proxy. A proxy is
revocable by the shareholder unless the form of proxy conspicuously states that
it is irrevocable and the proxy is coupled with an interest.
SECTION 2.11. ACCEPTANCE OF SHAREHOLDER DOCUMENTS. If the name
signed on a shareholder document (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 such shareholder document and give
it effect as the act of the shareholder. If the name signed on such
shareholder document does not correspond to the name of a shareholder, the
Corporation, if acting in good faith, is nevertheless entitled to accept such
shareholder document and to give it effect as the act of the shareholder if:
(i) the shareholder is an entity and the name signed purports to be
that of an officer or agent of the entity;
(ii) the name signed purports to be that of a fiduciary representing
the shareholder and, if the Corporation requests, evidence of fiduciary status
acceptable to the Corporation has been presented with respect to such
shareholder document;
(iii) the name signed purports to be that of a receiver or trustee in
bankruptcy of the shareholder and, if the Corporation requests, evidence of
this status acceptable to the Corporation has been presented with respect to
the shareholder document;
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(iv) 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 such shareholder document;
or
(v) two or more persons are the shareholder as cotenants or
fiduciaries and the name signed purports to be the name of at least one (1) of
the co-owners and the person signing appears to be acting on behalf of all the
co-owners.
The Corporation is entitled to reject a shareholder document if the
Secretary or other officer or agent authorized to tabulate votes, acting in
good faith, has a reasonable basis for doubt about the validity of the
signature on such shareholder document or about the signatory's authority to
sign for the shareholder.
SECTION 2.12. VOTING OF SHARES.
(a) SHAREHOLDERS ENTITLED TO VOTE. Unless otherwise provided by
the Act or the Charter, every 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 registered in his name on the books of the
Corporation on the record date. Shares owned of record or beneficially as
fiduciary by a subsidiary bank of the Corporation shall be entitled to be voted
at such meeting, and shall be voted in accordance with the directions in the
instrument establishing such fiduciary relationship or other governing
instrument, or in the absence of such direction, in accordance with applicable
fiduciary principles, and the Corporation, as such, shall not control the
voting of such shares.
(b) VOTE REQUIRED. Unless the Act, the Corporation's Charter or
these By-Laws specifically require a greater number of affirmative votes, if a
quorum exists, approval of action on a matter (other than election of
directors) by a voting group entitled to vote thereon is received if the votes
cast within the voting group favoring the action exceeds the votes cast
disapproving the action. Except as otherwise provided in the Charter,
directors shall be elected by the affirmative vote of a plurality of the votes
cast by the shares entitled to vote in the election at a meeting at which a
quorum is present. If a shareholder shall abstain, such shareholder shall be
deemed to have not voted. 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 nominees shall not be permitted.
Except as specified in Article X of the Corporation's Charter, any Business
Combination (as therein defined) shall require in addition to any affirmative
vote required by the Act an affirmative vote of (i) seventy-five percent (75%)
of the votes entitled to be cast by all holders of Voting Stock (as defined in
such Article X), voting together as a voting group at a meeting of shareholders
called for such purpose, and in addition thereto, (ii) a majority of the votes
entitled to be cast by all holders of Voting Stock, other than shares of Voting
Stock which are Beneficially Owned (as defined in Article X) by an Interested
Shareholder (as defined in Article X), voting together as a voting group at a
meeting of shareholders called for such purpose.
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SECTION 2.13. ORGANIZATION. At every meeting of shareholders, the
Chief Executive Officer shall preside as Chairman of the meeting and the
Secretary or other officer shall act as secretary. In the Chief Executive
Officer's absence, inability or unwillingness to serve, the Chairman of the
Board or the President (and in his absence, inability or unwillingness to
serve, the Vice Chairman of the Board) shall preside as Chairman of the
meeting. A full record of each meeting shall be made by its secretary and such
minutes shall be retained in the records of the Corporation. At every annual
meeting, the Chief Executive Officer, or other appropriate officer, shall
report on the operations of the Corporation during the preceding year.
SECTION 2.14. JUDGES OF THE ELECTION. The Board of Directors or the
officer presiding at the annual meeting shall appoint one or more judges of
election as such appointing authority shall deem necessary to assure the proper
holding of the election of directors; and the judge or judges so appointed
shall, after the election has been held, certify the results thereof, giving
the names of directors. In the event the judge or judges of election shall be
appointed by the Board in advance of the annual meeting and shall for any
reason fail or be unable to serve, a substitute judge may be appointed at any
time prior to the election by either the Board or the officer presiding at the
annual meeting.
SECTION 2.15. CONDUCT OF MEETINGS.
Meetings of shareholders generally shall follow accepted rules of
parliamentary procedure subject to the following:
(a) The chairman of the meeting shall have absolute authority over
the matters of procedure, and there shall be no appeal from the ruling of the
chairman. If, in his absolute discretion, the chairman deems it advisable to
dispense with the rules of parliamentary procedure as to any meeting of
shareholders or part thereof, he shall so state and shall clearly state the
rules under which the meeting or appropriate part thereof shall be conducted.
(b) If disorder should arise which prevents the continuation of the
legitimate business of the meeting, the chairman may quit the chair and
announce the adjournment of the meeting; and upon his so doing, the meeting is
immediately adjourned.
(c) The chairman may ask or require that anyone not a bona fide
shareholder or proxy leave the meeting.
(d) A resolution or motion shall be considered for vote only if
proposed by a shareholder or a duly authorized proxy and seconded by a
shareholder or duly authorized proxy other than the individual who proposed the
resolution or motion.
(e) Except as the chairman may permit, no matter shall be presented
to the meeting which has not been submitted for inclusion in the agenda at
least thirty (30) days prior to the meeting.
SECTION 2.16. ACTION ON WRITTEN CONSENT OF SHAREHOLDERS. Action
required or permitted by the Act to be taken at a shareholders' meeting may be
taken without a meeting. If all shareholders entitled to vote on the action
consent to taking such action without a meeting, the affirmative vote of the
number of shares that would be necessary to authorize or take such action at a
meeting is the act of the shareholders.
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The action must be evidenced by one (1) or more written consents
describing the action taken, at least one of which is signed by each
shareholder entitled to vote on the action in one (1) or more counterparts,
indicating such signing shareholder's vote or abstention on the action and
delivered to the Corporation for inclusion in the minutes or for filing with
the corporate records.
If the Act or the Charter requires that notice of a proposed action be
given to nonvoting shareholders and the action is to be taken by consent of the
voting shareholders, then the Corporation shall give its nonvoting shareholders
written notice of the proposed action at least ten (10) days before such action
is taken. Such notice shall contain or be accompanied by the same material that
would have been required to be sent to nonvoting shareholders in a notice of a
meeting at which the proposed action would have been submitted to the
shareholders for action.
ARTICLE III
BOARD OF DIRECTORS
SECTION 3.1. GENERAL POWERS. All corporate powers shall be exercised
by or under the authority of and the business and affairs of the Corporation
shall be managed under the direction of the Board of Directors.
SECTION 3.2. NUMBER, ELECTION AND TENURE OF DIRECTORS. The Board
shall consist of not less than nine (9) nor more than twenty-seven (27), the
exact number within such minimum and maximum to be fixed and determined from
time to time by resolution of a majority of the Board or by resolution of the
shareholders at any meeting thereof. The directors shall be divided into three
classes as equal in number as possible. At each annual meeting of shareholders
following the initial classification and election, directors elected to succeed
those directors whose terms expire shall be elected for a three-year term of
office. Each director shall hold office for the term for which the person was
elected and until his successor has been elected and qualified. No decrease
in the number of authorized directors constituting the entire Board of
Directors shall shorten the term of any incumbent director.
SECTION 3.3. VACANCIES. Unless the Charter otherwise provides, newly
created directorships resulting from any increase in the authorized number of
directors, or any vacancies in the Board of Directors resulting from death,
resignation, retirement, disqualification or removal (with or without cause)
shall be filled only by a majority vote of the directors then in office, though
less than a quorum, and each director so chosen shall hold office for the
unexpired term of his or her predecessor, or, if there is no such predecessor,
until the next annual meeting of shareholders. No decrease in the number of
authorized directors constituting the entire Board of Directors shall shorten
the term of any incumbent director. 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 shall be entitled to vote to fill the vacancy if it is
filled by the shareholders.
SECTION 3.4. REMOVAL OF DIRECTORS. At a meeting of shareholders
called expressly for that purpose, any director may be removed, but only for
cause as defined by the laws of Tennessee, by the affirmative vote of the
shareholders holding seventy-five percent (75%) of the shares entitled to vote
at such meeting. If any
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voting group (other than shares of common stock) is entitled to elect one or
more directors, the provisions of the foregoing sentence shall not apply in
respect of the removal of the director or directors so elected, and the vote of
the holders of that voting group and the rights of the holders of such shares
shall be as set forth in the Charter.
SECTION 3.5. REGULAR MEETINGS. A regular meeting of the Board shall
be held immediately after the annual meeting of shareholders. A majority of
the entire Board may provide, by resolution, the time and place for the holding
of additional regular meetings. Such regular meetings may be held without
notice of the time, place and purpose thereof.
SECTION 3.6. SPECIAL MEETINGS. Special meetings of the Board may be
called by the Chairman of the Board, the Vice Chairman of the Board, the
President or any three 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 Secretary, at least forty-eight (48)
hours previously thereto if mailed and twelve (12) hours previously thereto if
delivered or given by telegram or telephone. If mailed, such notice shall be
deemed to be delivered when deposited in the United States mail so addressed,
with postage prepaid thereon. If notice be given by telegram, such notice
shall be deemed to be delivered when the telegram, so addressed, is delivered
to the telegraph company. Any directors may waive notice of any meeting
before, at or after such meeting, and except as provided in the next sentence,
the waiver must be in writing, signed by the director and filed with the
minutes or corporate records. The attendance of a director at a meeting shall
constitute a waiver of notice of such meeting except where a director attends
for the express purpose of objecting to the transaction of business thereat on
the ground that the meeting is not lawfully called or convened.
SECTION 3.7. QUORUM. A majority of the entire Board shall constitute
a quorum at any meeting; but a less number may adjourn any meeting from time
to time, and the meeting may be held, as adjourned, without further notice.
Subject to the rights of the holders of any series of Preferred Stock then
outstanding, newly created directorships resulting from any increase in the
authorized number of directors, or any vacancies in the Board of Directors
resulting from death, resignation, retirement, disqualification, removal from
office or other cause, shall be filled only by a majority vote of the directors
then in office, though less than a quorum, and each director so chosen shall
hold office for the unexpired term of his or her predecessor, or if there is no
predecessor, until the next annual meeting of shareholders.
SECTION 3.8. MANNER OF ACTING. The act of the majority of the
directors present at a meeting at which a quorum is present shall, unless the
Charter or these By-Laws require the vote of a greater (or different) number
of directors, be the act of the Board. Directors may participate in any
meetings, or the meeting may be conducted by means of communications equipment
whereby all persons participating can simultaneously hear each other. A
director participating in a meeting by this means is deemed to be present in
person at the meeting. Any action required or permitted by the Act to be taken
at a Board of Directors' meeting may be taken without a
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meeting. If all directors consent to taking such action without a meeting, the
affirmative vote of the number of directors that would be necessary to
authorize or take such action at a meeting is the act of the Board of
Directors. Such action must be evidenced by one or more written consents
describing the action taken, at least one of which is signed by each director,
indicating the director's vote or abstention on the action, which consents
shall be included in the minutes or filed with the corporate records reflecting
the action taken. Action taken by consent is effective when the last director
signs the consent, unless the consent specifies a different effective date.
SECTION 3.9. COMPENSATION. Directors and members of any committee
created by the Board of Directors shall be entitled to such reasonable
compensation for their services as directors and members of such committee as
shall be fixed from time to time by the Board, and shall also be entitled to
reimbursement for any reasonable expenses incurred in attending meetings of the
Board or of any such committee meetings. Any director receiving such
compensation shall not be barred from serving the Corporation in any other
capacity and receiving reasonable compensation for such other services;
provided, however, that no director who is also an officer (other than are
holding an honorary position) shall be compensated for service as a director.
SECTION 3.10. PRESUMPTION OF ASSENT. A director of the Corporation
who is present at a meeting of the Board at which action on any Corporation
matter is taken shall be presumed to have assented to the action taken unless
his dissent shall be entered in the minutes of the meeting, or unless:
(i) he objects at the beginning of the meeting (or promptly upon
his arrival) to holding the meeting or transacting business at the meeting;
(ii) his dissent or abstention from the action taken is entered in
the minutes of the meeting; or
(iii) he delivers written notice of his 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 3.11. DIRECTOR AGE QUALIFICATION. No person shall be elected
or re-elected a director of the Corporation after attaining age 70; provided,
however, if deemed by the Board to be in the best interest of the Corporation,
a person may be elected or re-elected for a single term after attaining age 70;
and provided further, a person who owns, directly or indirectly, in excess of
1% of the issued and outstanding shares of the Corporation may be re-elected
without regard to age.
ARTICLE IV
COMMITTEES
SECTION 4.1. EXECUTIVE COMMITTEE. There may be an Executive
Committee of the Board consisting of the Chief Executive Officer (or in his
absence the President or Chairman of the Board) and not less than three other
Directors who shall be elected by the Board. Except as set forth below, the
Executive Committee shall have all the powers of the Board in the management
and conduct of the business and affairs of
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the Corporation in the intervals between meetings of the Board, and shall
report its actions to the Board at its regular meetings. The Executive
Committee may not:
a. Except according to a formula or method prescribed by the
Board, authorize dividends (in cash, debt or property other
than shares of the Corporation) purchases, redemptions or
other acquisitions of shares of the Corporation or the
incurrence of indebtedness (directly or indirectly, including
through a guaranty) by the Corporation to or for the benefit
of its shareholders in respect of any of its shares;
b. Approve or propose to shareholders action that the Act
requires be approved by shareholders;
c. Fill vacancies on the Board or any of its Committees;
d. Amend the Charter pursuant to T.C.A. Section 48-20-102;
e. Adopt, amend or repeal these bylaws;
f. Approve a plan of merger not requiring shareholder approval;
g. Authorize or approve reacquisition of shares, except according
to a formula or method prescribed by the Board; or
h. 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 may authorize the Executive Committee
(or any senior executive officer of the Corporation) to do so
within limits specifically prescribed by the Board of
Directors.
Vacancies in the membership of the Executive Committee may be filled
at any meeting of the Board. Meetings of the Executive Committee shall be held
subject to call by the Chairman of the Committee or the Chief Executive
Officer.
SECTION 4.2. AUDIT COMMITTEE. There shall be an Audit Committee
composed of at least three directors elected by the Board, none of whom shall
be officers employed on a regular full-time basis by the Corporation or any of
its affiliates. The Board shall appoint from among the members of the
committee a chairman thereof, who shall preside at meetings of the committee
and shall direct its work.
The Audit Committee shall determine that the affairs and operations of
the Corporation and its affiliates are subject to appropriate audits and
control procedures, shall report regularly to the Board, at least annually, in
connection with the activities, findings and reports of both internal and
independent audits of the Corporation and its affiliates, and shall provide
guidance and assistance to such auditors, as appropriate under the
circumstances, including providing that such auditors shall exercise their
function independently of management, wherever appropriate. If requested to do
so by the Board or the Executive Committee, the Audit Committee shall review
any transaction with the Corporation in which a director or officer of the
Corporation has a direct or indirect interest.
SECTION 4.3. HUMAN RESOURCES COMMITTEE. There may be a Human
Resources Committee composed of at least three directors elected by the Board,
at least two of whom shall not be employed on a regular full-time basis by the
Corporation or any of its affiliates. The Board shall appoint from among the
members of the committee a
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chairman thereof, who shall preside at meetings of the committee and shall
direct its work.
The Committee shall exercise general oversight over all personnel
practices and procedures for all officers and employees of the Corporation and
all its affiliates, including but not limited to all benefit programs, and to
act on behalf of the Board with regard to salary administration. The committee
shall review all actions of management as to the aggregate expenditures for
salaries and shall review specific salaries of all officers of the Corporation
and employees of the Corporation whose current salaries exceed such amount per
year as shall be determined from time to time by the committee or whose salary
would exceed such amount per year if the recommended increase were granted.
Salaries of officers of the Corporation who are also Directors of the
Corporation shall be recommended by the Human Resources Committee for approval
by the full Board of Directors. The committee shall serve as the
administrative committee for the Corporation's FIRST Plan, the Star Award Plan
and the KEEP plan and shall perform such other functions as may be assigned to
it by the Board.
SECTION 4.4 COMMUNITY AFFAIRS COMMITTEE. There shall be a Community
Affairs Committee composed of at least three Directors elected by the Board,
at least two of whom shall not be employed on a regular full-time basis by the
Corporation or any of its affiliates. The Board shall appoint from among the
members of the Committee a chairman thereof, who shall preside at meetings of
the Committee and shall direct its work.
It shall be the duty of the Committee to advise and counsel management
in matters of community activities, contributions, image issues, government
affairs, and compliance with the Community Reinvestment Act and other laws or
regulations of a similar purpose; and to perform such other functions as may be
assigned to it by the Board.
SECTION 4.5 DEVELOPMENT COMMITTEE. There shall be a Development
Committee of the Board consisting of not less than three directors elected by
the Board. The Board shall appoint from among the members of the Committee a
Chairman thereof, who shall preside at meetings of the Committee and shall
direct its work.
It shall be the duty of the Committee to oversee and to advise and
cousel management as to the investigation, development and implementation of
non-traditional banking products or services offered through the Corporation or
its affiliates. The Committee shall also provide general oversight to First
American National Bank's corporate and personal trust services as well as
services offered incidentally thereto, such as investment management. The
Committee shall also review preliminary reports and recommendations concerning
strategic growth through mergers and acquisitions. The Committee shall ensure
that all such activities are undertaken and conducted in accordance with
applicable laws and regulations, corporate policy and sound financial planning.
The Committee shall also perform such other functions as may be assigned to it
by the Board.
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SECTION 4.6 ASSET POLICY COMMITTEE. There shall be an Asset Policy
Committee composed of not less than five directors elected by the Board, at
least four of whom shall not be employed on a regular full-time basis by the
Corporation or any of its affiliates. The Board shall appoint from among the
members of the Committee a Chairman thereof, who shall preside at meetings of
the Committee and shall direct its work.
The Committee shall have responsibility for all credit related
matters, including approval of credit policies and procedures, monitoring the
loan portfolio, review of significant transactions, review of credit
examinations, compliance with regulatory requirements and applicable laws and
regulations, review of internal and external audits, review of the allowance
for loan losses, and review of regulatory examinations. The Asset Policy
Committee shall also regularly review asset/liability policies and procedures,
asset quality reports, and the policies and procedures of the Capital Markets
Group. The Asset Policy Committee shall perform such other duties as may be
assigned to it from time to time by the Board.
SECTION 4.7 NOMINATING COMMITTEE. There may be a Nominating
Committee composed of at least three directors elected by the Board, none of
whom shall be officers employed on a regular full-time basis by the Corporation
or any of its affiliates. The Board shall appoint from among the members of
the committee a Chairman thereof, who shall preside at meetings of the
committee and shall direct its work.
The Nominating Committee shall establish criteria for the evaluation
of members of the board, shall evaluate members of the Board and recommend to
the Board of Directors whether those members should be re-elected. The
committee shall evaluate the size and composition of the Board and shall
establish criteria for director nomination. They shall identify and recommend
to the Board of Directors nominees for membership on the Board.
The Committee may receive recommendations for membership on the Board
submitted by shareholders of the Corporation if written notice of the
recommendation is submitted to the Chief Executive Officer of the corporation
within 60 days prior to the meeting of the committee. Such written notice
shall contain the following information to the extent known by the nominating
shareholder: the name and address of each proposed nominee; the principal
occupation of each proposed nominee; the name and residential address of the
notifying shareholder; and the number of shares owned by the notifying
shareholder.
SECTION 4.8. OTHER COMMITTEES. The Board may create such other
committees as it may determine will be helpful in discharging its
responsibilities for the management and administration of the Corporation.
Each committee shall perform such functions as may be assigned to it by the
Board. All members of committees of the Board which exercise powers of the
Board must be members of, and serve at the pleasure of, the Board.
SECTION 4.9. COMPENSATION. The chairman and members of all
committees (except those who are also officers of the Corporation or any
subsidiary of the
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Corporation) shall receive such compensation for their services as may be fixed
by the Board.
SECTION 4.10. MEETINGS. Regular meetings of any standing or special
committee may be held without call or notice at such times and places as such
committee from time to time may fix. Other meetings of any such committee may
be called by the Chairman of the Board, the Vice Chairman of the Board, the
President, the chairman of such committee, or any two members of such
committee, upon giving notice of the time and place of each such meeting to
each member at either his business or residence address, as shown by the
records of the Secretary, at least forty-eight (48) hours previously thereto if
mailed, and twelve (12) hours previously thereto if delivered in person, or
given orally, or by telephone or by telegraph. If mailed, such notice shall be
deemed to be delivered when deposited in the United States mail, so addressed,
with postage prepaid thereon. If notice be given by telegram, such notice
shall be deemed to be delivered when the telegram, so addressed, is delivered
to the telegraph company. Any member may waive notice of any meeting before,
at or after such meeting and except as provided in the next sentence, the
waiver must be in writing, signed by the director and filed with the minutes or
corporate records. The attendance of a member at a meeting shall constitute a
waiver of notice of such meeting except where a member attends for the express
purpose of objecting to the transaction of business thereat on the grounds that
the meeting is not lawfully called or convened.
SECTION 4.11. QUORUM. At any meeting of any standing or special
committee, a majority of the members shall constitute a quorum and any action
of such committee to be effective must be authorized by the affirmative vote of
a majority of the members thereof present at the meeting.
SECTION 4.12. MANNER OF ACTING. Committees are authorized to act in
any manner by which the Board is authorized to act as provided in Section 3.8
of these By-Laws.
ARTICLE V
OFFICERS AND EMPLOYEES
SECTION 5.1. NUMBER. The officers of the Corporation shall be a
Chairman of the Board, a Vice Chairman of the Board, a President, one or more
Vice Presidents, a Secretary, a Treasurer, and such other officers, with such
titles and descriptions, as the Board, the Human Resources Committee, or the
Chief Executive Officer, from time to time, may deem appropriate. The Chairman
of the Board, the Vice Chairman of the Board and the President shall be members
of the Board. Any two or more offices may be held by the same person except
the offices of the President and the Secretary may not be combined.
SECTION 5.2. APPOINTMENT AND TERM OF OFFICE. The officers of the
Corporation shall be appointed annually by the Board at its first meeting held
after the annual meeting of shareholders, or as soon thereafter as is
convenient. Each officer shall serve at the pleasure of the Board of Directors
until his successor shall have been duly appointed or until his death,
resignation or removal.
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SECTION 5.3. REMOVAL. Any officer or agent elected or appointed by
the Board may be removed by the Board at any time, with or without cause, but
such removal shall be without prejudice to the contract rights, if any, of the
person so removed. Appointment of an officer or agent shall not of itself
create contract rights.
SECTION 5.4. VACANCIES. A vacancy in any office because of death,
resignation, removal, disqualification or otherwise may be filled by the Board
or the Human Resources Committee for the unexpired portion of the term.
SECTION 5.5. CHAIRMAN OF THE BOARD AND/OR EXECUTIVE COMMITTEE The
Board may elect one of its members, who may be the same person, to be Chairman
of the Board and/or Chairman of the Executive Committee. He shall preside at
all meetings of the Board and/or the Executive Committee and shall perform such
duties and exercise such powers as reasonably may be assigned by the Board. In
the absence of the Chairman, the Chief Executive Officer shall preside at
meetings of the Board or the Executive Committee.
SECTION 5.6. VICE CHAIRMAN. The Board may elect one or more Vice
Chairmen, who need not be Board members, with such duties and powers as may be
assigned by the Board, the Chairman of the Board or the Chief Executive
Officer.
SECTION 5.7. PRESIDENT. The Board shall elect one of its members to
be President. The President shall have such powers and duties as may be
assigned to him by the Board or the Chief Executive Officer of the Corporation.
In the absence of the Chairman of the Board, the President shall preside at
meetings of the Board. In the absence of the Chairman of the Executive
Committee, the President shall preside at meetings of the Committee. In the
absence of the President, or upon his inability to act, or if said
office shall become vacant, his duties shall be performed by such person or
persons as shall be so designated by the Board. He shall perform such other
duties as the Board of Directors may prescribe.
SECTION 5.8 CHIEF EXECUTIVE OFFICER. The Board shall elect one of
its members to be Chief Executive Officer. He may exercise all of the powers
customarily exercised by the chief executive officer of a corporation and shall
have general supervision of all policies and operations of the Corporation.
All officers of the Corporation shall report to him to the extent he may at any
time require.
SECTION 5.9. EXECUTIVE AND SENIOR VICE PRESIDENTS. The Board or the
Human Resources Committee shall appoint one or more Executive or Senior Vice
Presidents, except that those designated as Regulation O executive officers
based upon their roles in First American Corporation or First American National
Bank shall be appointed solely by the Board. Each Executive or Senior Vice
President shall have such powers and duties as may be assigned to him by the
Board, the Human Resources Committee, or the Chief Executive Officer of the
Corporation.
SECTION 5.10. SECRETARY. The Secretary of the Corporation shall be
exofficio Secretary of the Board, the Executive Committee, and of all other
standing committees of the Board (unless another person is so designated by
such committee). He shall keep the minutes of all meetings of the
shareholders, the Board, the Executive Committee, and when required, of all
other standing committees and meetings of which he shall be assigned secretary;
and attend to serving and giving all
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notices of the Corporation. He shall have charge of the corporate seal, the
stock certificate records and such other books, records, and papers as the
Board and the Executive Committee may direct; keep a stock record containing
the names of all persons who are shareholders of the Corporation, showing their
place of residence, the number of shares of stock held by them respectively;
the dates they became owners thereof; and shall perform such other duties as
may be incident to his office or as prescribed by the Board or the Chief
Executive Officer. If the Board so prescribes, the stock records may be kept
by a stock transfer agent selected by the Board.
SECTION 5.11. TREASURER. The Treasurer shall keep or cause to be
kept full and accurate accounts of all receipts and disbursements in books
belonging to the Corporation, and shall have the care and custody of all funds
and securities of the Corporation and he shall disburse the funds of the
Corporation as required in the ordinary course of business or as may be ordered
by the Board, the Executive Committee, or the Chief Executive Officer. He
shall perform such other duties as may be incident to his office or as
prescribed by the Board or the Chief Executive Officer.
SECTION 5.12. VICE PRESIDENTS AND OTHER OFFICERS. The Board, the
Human Resources Committee, the Chief Executive Officer or the President may
elect or appoint Vice Presidents and such other officers and attorneys-in-fact,
not specifically provided for by these By-Laws, with such titles and
descriptions, as from time to time may appear to the Board, the Human Resources
Committee, the Chief Executive Officer or the President to be required or
desirable to transact the business of the Corporation. Such officers shall
respectively exercise such powers and perform such duties as pertain to their
several offices, or as may be conferred upon, or assigned to them by the Board,
the Human Resources Committee, the Chief Executive Officer or the President of
the Corporation.
SECTION 5.13. DELEGATION. In case of the absence of any officer of
the Corporation, or for any other reason that the Board may deem sufficient,
the Board may delegate for the time being the powers or duties, or any of them,
of such officers to any other officer, or to any Director, provided a majority
of the entire Board concur therein.
SECTION 5.14. RETIREMENT OF OFFICERS AND EMPLOYEES. Any officer or
salaried employee of the Corporation shall retire at the end of the month in
which he reaches age sixty-five (65) or, if mandatory retirement at such age
shall be prohibited by law, at such next older age as shall be legally
permissible. Provided, however, that the Board by specific action may delay
for not more than (1) year beyond the mandatory retirement age set forth in the
preceding sentence, the retirement of any officer or salaried employee who is
performing such services for the Corporation that continuation in active
employment is deemed by the Board to be in the best interest of the
Corporation. Provided, further, that if deemed in the best interest of the
Corporation, the Board, by specific action and as an alternative to extension
of the retirement age of such officer or salaried employee, may employ him in a
consulting capacity beyond his mandatory retirement age.
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ARTICLE VI
INDEMNIFICATION OF DIRECTORS, OFFICERS AND EMPLOYEES
SECTION 6.1. APPLICATION. Unless contrary to court order, the
Corporation shall indemnify any person who was or is a party or who is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding or investigation, whether civil, criminal or administrative
by reason of the fact that he is or was a director (or counsel to the Board)
advisory director or officer of the Corporation, or is or was serving at the
request of the Corporation as a director, officer, trustee or agent of another
corporation, partnership, joint venture, trust or other enterprise, and in each
case, the heirs, executors or administrators of any such person (all such
persons, heirs, executors or administrators being referred to hereafter as
"Official") against judgments, fines, amounts paid in settlement and reasonable
expenses, including attorney fees actually and reasonably incurred as a result
of such proceeding, including any appeal therein, provided he acted in good
faith and in a manner which he reasonably believed to be in, or not opposed to,
the best interest of the Corporation and with respect to any criminal
proceeding, had no reasonable cause to believe that his conduct was unlawful.
The termination of any action, suit or proceeding by judgment, order,
settlement, conviction or upon a plea of nolo contendere or its equivalent,
shall not of itself, create a presumption that the person did not act in good
faith and in a manner which he reasonably believed to be in or not opposed to
the best interests of the Corporation, and, with respect to any general
proceeding, that he had reasonable cause to believe his conduct was unlawful.
SECTION 6.2. WILLFUL MISCONDUCT. No indemnification shall be made to
or on behalf of any Official:
(a) if a judgment or other final adjudication adverse to the
Official establishes his liability for intentional misconduct
or knowing violation of the law or under T.C.A. Section
48-18-304 for unlawful distributions;
(b) if a judgment or other final adjudication adverse to the
Official for breach of the Official's duty of loyalty to the
Corporation is based upon such Official gaining in fact
personal profit or advantage to which he was not entitled;
(c) in a proceeding by or in the right of the Corporation (i) for
any amounts if the Official is adjudged liable to the
Corporation, or (ii) for any amounts paid to the Corporation
in settlement of such a proceeding by such Official; or
(d) in a proceeding by the Corporation directly (and not
derivatively) for expenses, unless such proceeding shall be
brought after a change in control of the Corporation.
SECTION 6.3. DETERMINATION OF NO INDEMNIFICATION. Unless contrary to
court order, the Corporation shall provide the indemnification pursuant to
Section 6.1, unless a determination that the Official did not meet the standard
of conduct therein specified is reasonably and promptly made:
(a) by the Board of Directors acting by a quorum consisting of
disinterested directors,
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(b) by independent legal counsel if such a quorum is not
obtainable, or even if obtainable the majority of a quorum of
disinterested directors so directs; or
(c) by the shareholders.
SECTION 6.4. INDEMNIFICATION AGAINST EXPENSES OF SUCCESSFUL PARTY.
Except in the case of a proceeding brought by the Corporation directly (and not
derivatively) which does not follow a change in control of the Corporation, to
the extent that an Official has been successful on the merits or otherwise,
including the dismissal of an action without prejudice or the settlement of an
action without admission of liability, in defense of any proceeding or in
defense of any claim, issue or matter therein, such Official shall be
indemnified against all expenses incurred in connection therewith.
SECTION 6.5. ADVANCES OF EXPENSES. Except as limited by Section 6.6
of this Article, expenses reasonably incurred in any action, suit, proceeding
or investigation (other than an action, suit or proceeding brought by the
Corporation directly (and not derivatively) which does not follow a change in
control of the Corporation) shall be paid by the Corporation in advance of the
final disposition of such matter, if the Official shall undertake to repay such
amount in the event that it is ultimately determined, as provided herein, that
such person is not entitled to indemnification. Notwithstanding the foregoing,
no advance shall be made by the Corporation if a determination is reasonably
and promptly made by the board of directors by a majority vote of a quorum of
disinterested directors, or (if such a quorum is not obtainable, and a majority
of disinterested directors so directs) by independent legal counsel in a
written opinion, that based upon the facts known to the board or counsel at
the time such determination is made, the Official acted in bad faith, or in a
manner that the Official did not believe to be in or not opposed to the best
interest of the Corporation, or, with respect to any criminal proceeding, that
the Official believed or had reasonable cause to believe his conduct was
unlawful. In no event shall any advance be made in instances where the board
or independent legal counsel reasonably determines that the Official
deliberately breached his duty to the Corporation or its shareholders.
SECTION 6.6. RIGHT OF OFFICIAL TO INDEMNIFICATION UPON APPLICATION;
PROCEDURE UPON APPLICATION. Any indemnification under Sections 6.1, 6.3 or
6.4, or advance under Section 6.5 of this Article, shall be made promptly, and
in any event within ninety (90) days, upon the written request of the Official,
unless with respect to applications under Sections 6.1, 6.3, 6.4, or 6.5, a
determination is reasonably and promptly made by the Board of Directors by a
majority vote of a quorum of disinterested directors that such Official acted
in a manner set forth in such Sections as to justify the Corporation's not
indemnifying or making an advance to the Official. In the event no quorum of
disinterested directors is obtainable, the board of directors shall promptly
direct that independent legal counsel shall decide whether the Official acted
in the manner set forth in such Sections as to justify the Corporation's not
indemnifying or making an advance to the Official. The right to
indemnification or advances as granted by this Article shall be enforceable by
the Official in any court of competent jurisdiction, if the board or
independent legal counsel denies the claim,
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in whole or in part, or if no disposition of such claim is made within ninety
days. The Official's expenses incurred in connection with successfully
establishing his right to indemnification, in whole or in part, in any such
proceeding shall also be indemnified by the Corporation.
SECTION 6.7. OTHER RIGHTS AND REMEDIES. It is the intent of this
Article to grant to Officials the broadest indemnity rights legally
permissable. Therefore the provisions of this Article shall be deemed
additional and supplemental to but not in limitation of any other rights to
which an Official seeking indemnification may be entitled under the common law,
any statute, provision of the charter, these Bylaws, agreement, insurance
policy, resolution adopted by stockholders or directors or otherwise, both as
to action in his official capacity and as to action in another capacity while
holding such office, and shall continue as to a person who has ceased to be an
Official and shall inure to the benefit of the heirs, executors and
administrators of such a person. All rights to indemnification under this
Article shall be deemed to be provided by a contract between the Corporation
and the Official who serves in such capacity at any time while these bylaws and
other relevant provisions of the Act and other applicable law, if any, are in
effect. Any repeal or modification thereof shall not affect any rights or
obligations then existing.
SECTION 6.8. CONSTITUENT CORPORATIONS. For the purposes of this
Article, references to "the Corporation" include all constituent corporations
absorbed in a consolidation or merger as well as the resulting or surviving
corporation, so that any person who is or was a director, officer, trustee or
agent of such a constituent corporation or is or was serving at the request of
such constituent corporation as a director, officer, trustee or agent of
another corporation, partnership, joint venture, trust or other enterprise
shall stand in the same position under the provisions of this Article with
respect to the resulting or surviving corporation as he would if he had served
the resulting or surviving corporation in the same capacity.
SECTION 6.9. OTHER ENTERPRISES, FINES, AND SERVING AT CORPORATION'S
REQUEST. For purposes of this Article, references to "other enterprises" in
Section 1 and 9 shall include employee benefit plans; references to "fines"
shall include any excise taxes assessed on a person with respect to any
employee benefit plan; and references to "serving at the request of the
Corporation" shall include any service as a director, advisory director,
officer, trustee or agent of the Corporation which imposes duties on, or
involves services by, such director, advisory director, officer or agent with
respect to any employee benefit plan, its participants, or beneficiaries; and a
person who acted in good faith and in a manner he reasonably believed to be in
the interest of the participants and beneficiaries of any employee benefit plan
shall be deemed to have acted in a manner "not opposed to the best interests of
the Corporation" as referred to in this Article.
SECTION 6.10. INDEMNIFICATION OF EMPLOYEES AND AGENTS. The
Corporation may indemnify and advance expenses to any employee or agent of the
Corporation who is not a director or officer (and his heirs, executors and
administrators) to the same extent as to a director or officer, if the Board of
Directors determines that to do so is in the best interests of the Corporation.
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SECTION 6.11. SAVINGS CLAUSE. If this Article or any portion thereof
shall be invalidated on any ground by any court of competent jurisdiction, then
the Corporation shall nevertheless indemnify each Official as to expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement
with respect to any action, suit, proceeding or investigation, whether civil,
criminal or administrative, and whether internal or external, including a grand
jury proceeding and an action or suit brought by or in the right of the
Corporation, to the full extent permitted by any applicable portion of this
Article that shall not have been invalidated, or by any other applicable law.
SECTION 6.12. INSURANCE. The Corporation may purchase insurance
coverage for the purpose of indemnifying the Corporation and its subsidiaries
and the directors, officers, and employees of the Corporation and its
subsidiaries. Said insurance shall be for such coverage, (whether or not
broader than the permissable indemnity provided in this Article) and in such
amounts as may be approved by the Board from time to time.
ARTICLE VII
CONTRACTS, AND OTHER INSTRUMENTS, LOANS, CHECKS AND DEPOSITS
SECTION 7.1. CONTRACTS AND OTHER INSTRUMENTS; VOTING SECURITIES HELD
BY THE CORPORATION. The Chairman of the Board, the Vice Chairman of the Board,
the President, any Executive Vice President, any Senior Vice President or any
Vice President may execute, sign, acknowledge, verify, deliver or accept on
behalf of the Corporation, all contracts, agreements, transfers, certificates,
declarations, receipts, discharges, releases, satisfactions, settlements,
petitions, schedules, accounts, affidavits, bonds, undertaking and other
instruments on behalf of and in the name of the Corporation and any such
instrument so signed may be attested and the corporate seal affixed by the
Secretary or an Assistant Secretary. The Board may authorize any other officer
or officers, agent or agents to enter into any contract or execute any
instrument in the name of and on behalf of the Corporation, and such authority
may be general or confined to specific instances. Unless otherwise required by
the Board of Directors, the Chairman of the Board, Vice Chairman of the Board
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 of the
Board, Vice Chairman of the Board 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.
SECTION 7.2. 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 Chief Executive Officer or the Board. Such authority may be
general or confined to specific instances.
SECTION 7.3. CHECKS, DRAFTS, ETC. All checks, drafts, bills of
exchange and other negotiable instruments of the Corporation shall be signed
by either the Chairman of the Board, the Vice Chairman of the Board, the
President, or, by such other officer or agent of the Corporation as may be
authorized so to do by the Board. Such
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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.
SECTION 7.4. DEPOSITS. All funds of the Corporation 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 may authorize.
ARTICLE VIII
CERTIFICATES FOR SHARES AND THEIR TRANSFER
SECTION 8.1. SHARES WITH OR WITHOUT CERTIFICATES. The Board of
Directors may authorize that some or all of the shares of any or all of the
Corporation's classes or series of stock be evidenced by a certificate or
certificates of stock. The Board of Directors may also authorize the issue of
some or all of the shares of any or all of the Corporation's classes or series
of stock without certificates. The rights and obligations of shareholders with
the same class and/or series of stock shall be identical whether or not their
shares are represented by certificates.
(a) SHARES WITH CERTIFICATES. If the Board of Directors chooses
to issue shares of stock evidenced by a certificate or certificates, each
individual 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 person to whom the
certificate is issued, (iv) the number of shares represented thereby, (v) the
class of shares and the designation of the series, if any, which the
certificate represents, and (vi) such other information as applicable law may
require or as may be lawful.
If the Corporation is authorized to issue different classes of shares
or different series within a class, the designations, relative rights,
preferences and limitations determined for each series (and the authority of
the Board of Directors to determine variations for future series) shall be
summarized on the front or back of each certificate. Alternatively, each
certificate shall state on its front or back that the Corporation will furnish
the shareholder this information in writing, without charge, upon request.
Each certificate of stock issued by the Corporation shall be signed
(either manually or if countersigned by a transfer agent or registered by a
registrar in facsimile) by the Chairman of the Board, the Vice Chairman of the
Board or the President, and by the Secretary, an Assistant Secretary, the
Treasurer or an Assistant Treasurer or any other officer authorized by the
Board. If the person who signed or whose facsimile signature has been placed
upon a certificate no longer holds office when the certificate is issued, the
certificate is nonetheless valid.
(b) SHARES WITHOUT CERTIFICATES. If the Board of Directors chooses
to issue shares of stock without certificates, the Corporation, if required by
the Act, shall, within a reasonable time after the issue or transfer of shares
without certificates, send the shareholder a written statement of the
information required on certificates by Section 6.1(a) of these Bylaws and any
other information required by the Act.
8.2 SUBSCRIPTIONS FOR SHARES. Subscriptions for shares of the
Corporation shall be valid only if they are in writing. Unless the subscription
agreement provides otherwise, subscriptions for shares, regardless of the time
when they are made, shall
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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 payment on
subscriptions shall be uniform as to all shares of the same class or of the
same series, unless the subscription agreement specifies otherwise.
8.3 TRANSFERS. Transfers of shares of the capital stock of the
Corporation shall be made only on the books of the Corporation by (i) the
holder of record thereof, (ii) by his legal representative, who, upon request
of the Corporation, 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, if applicable, of the certificate
or certificates for such shares properly endorsed and with all taxes thereon
paid.
8.4 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 and with such terms and such surety as the Board
of Directors may in its discretion require.
ARTICLE IX
CORPORATE SEAL
SECTION 9.1. CORPORATE SEAL. The Chairman of the Board, a Vice
Chairman, the President, the Secretary, or any Vice President, or Assistant
Secretary or any other officer designated thereunto by the Board shall have
authority to affix the corporate seal to any document requiring such seal, and
to attest the same. Such seal shall be substantially in the following form:
(impression of seal)
ARTICLE X
FISCAL YEAR
SECTION 10.1. FISCAL YEAR. The fiscal year of the Corporation shall
begin on the first day of January and end on the thirty-first day of December
in each year.
ARTICLE XI
DIVIDENDS
SECTION 11.1. DIVIDENDS. The Board may from time to time declare,
and the Corporation may pay, dividends on its outstanding shares in the manner
and upon terms and conditions provided by law.
ARTICLE XII
AMENDMENTS
SECTION 12.1. AMENDMENT TO BY-LAWS. These By-Laws may be altered,
amended, or repealed, or new By-Laws may be adopted, by the Board. Except as
provided in Articles X and XI of the Charter, By-Laws made by the Board may be
repealed or changed and new By-Laws made, by the shareholders upon the
affirmative vote of a majority of the votes entitled to be cast by all holders
of voting stock of the Corporation voting together as a single class at a
meeting called for such purpose.
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The shareholders may prescribe that any By-Law made by them shall not be
altered, amended or repealed by the Board.
ARTICLE XIII
CONTROL SHARE ACQUISITIONS
SECTION 13.1 APPLICABILITY OF CONTROL SHARE ACQUISITION ACT. The
Tennessee Control Share Acquisition Act shall be applicable with respect to
shares of the Corporation.
SECTION 13.2 REDEMPTION OF CONTROL SHARES IN CERTAIN EVENTS. In
accordance with Section 15 of the Tennessee Control Share Acquisition Act, The
Corporation may redeem, at its option, all but not less than all control shares
acquired in a control share acquisition at any time during the period ending
sixty (60) days after the last acquisition of control shares by an acquiring
person, from the acquiring person for the fair value (as defined in such
Section 15) of such shares if: (i) no control acquisition statement has been
filed; or (ii) a control acquisition statement has been filed and the shares
are not accorded voting rights by the shareholders pursuant to Section 14 of
the Tennessee Control Share Acquisition Act.
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