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EXHIBIT 3.2
BYLAWS
OF
THE PEOPLES HOLDING COMPANY
ARTICLE I
OFFICES
Section 1. The principal office of the corporation shall be located at
209 Troy Street, City of Tupelo, County of Lee, State of Mississippi.
Section 2. The Board of Directors shall have the power and authority to
establish and maintain branch offices at the locations as the business of the
corporation may require.
ARTICLE II
STOCKHOLDERS
Section 1. The annual meeting of the stockholders of the corporation
shall be held on the second Tuesday of April in each year for the purpose of
electing directors and for the transaction of such other business as may
properly come before the meeting.
Section 2. Special meetings of the stockholders, for any purpose, may
be called by written request of persons owning as much as fifty percent of the
outstanding capital stock of the corporation, or by authority of the board of
directors in regular session or by a request in writing of a majority of the
board of directors. All such communications must be addressed to the president
of the corporation.
Section 3. The annual meetings of the stockholders of the corporation
shall be held at the principal office of the corporation in Tupelo, Mississippi,
or at such other place in the area served by the corporation as may be fixed by
the board of directors. All special meetings of the stockholders shall be held
at the principal office of the corporation in Tupelo, Mississippi.
Section 4. At least ten days written notice shall be given of any
annual or special meeting of stockholders, either personally or by mail, to each
stockholder of record entitled to vote at such meeting. Such notice shall be
issued by the president or secretary of the corporation, which notice shall
state the place, day and hour of the meeting and, in case of a special meeting,
the purposes for which the meeting is called.
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Section 5. A majority of the outstanding shares of the corporation
entitled to vote, represented in person or by proxy, shall constitute a quorum
at a meeting of stockholders. In the event of no quorum at the annual meeting,
the holders of a majority of the stock present and represented at the meeting
shall have power to adjourn the meeting from day to day without further notice.
At such adjourned meeting at which a quorum is present or represented, any
business may be transacted that might have been transacted at the meeting as
originally notified.
In special meetings, if a quorum is not present, there shall be no
adjournment but the call of the meeting will be voided and a new call must be
issued for any special meeting.
Section 6. At all meetings of stockholders, a stockholder may vote by
proxy executed in writing by the stockholder or by his duly authorized attorney
in fact. Such proxy shall be filed with the secretary of the corporation before
or at the time of the meeting and shall not be valid after the date of the
meeting at which it was filed.
Section 7. No stockholder will be allowed to vote at any meeting,
either in person or by proxy, unless he is a stockholder of record. Every share
of stock is entitled to one vote which may be voted as provided by the laws of
the State of Mississippi.
Section 8. The chairman of the board of directors shall act as
chairman, and the secretary of the corporation shall act as secretary of all
meetings of the stockholders of the corporation.
ARTICLE III
BOARD OF DIRECTORS
Section 1. The business and affairs of the corporation shall be managed
and controlled by its board of directors.
Section 2. The board of directors of the corporation shall consist of
not less than seven (7) nor more than twenty (20) stockholders, the number of
each ensuing year to be determined by a majority of the entire board of
directors of the corporation prior to the regular annual meeting. Each director
shall be the owner in his own right of unencumbered stock in the corporation to
the amount of at least Two Hundred Dollars ($200.00) par value, and shall have
such other qualifications as may be prescribed for directors under the laws of
the State of Mississippi. No stockholders shall be eligible for election as a
member of the board of directors after attaining the age of seventy-two (72)
years; provided, however, that any director who attains the age of seventy-two
(72) years during his elected term can serve only until the next regular meeting
of stockholders.
Section 3. The term of the office of the directors elected at the
regular annual meeting of the stockholders shall be until the next annual
meeting of the stockholders, and/or until their successors shall have been
elected and qualified.
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Section 4. If during the year a vacancy should occur in the offices of
the directors elected for that year, the remaining board of directors shall have
the right, by majority vote, to fill such vacancies as exist by electing to said
vacancies qualified stockholders who shall serve as directors until the next
annual meeting of stockholders, or until a meeting of the stockholders held for
the purpose of electing their successors.
Section 5. The board of directors shall hold regular monthly meetings
on the second Tuesday of each month, except in the month of March. All meetings
of the board of directors, except the meeting immediately following the annual
stockholders' meeting, shall be held in the board of directors room at the
principal office of the bank in Tupelo, Mississippi, unless a different place be
fixed by the board of directors.
Immediately following the annual stockholders' meeting, on the same
date and at the same place, the members of the board of directors, which shall
have been elected at said meeting, shall meet and elect from among themselves a
chairman, a vice chairman and a secretary, who shall serve until the meeting of
the board of directors following the next annual meeting of stockholders, and
until their successors have been elected and qualified.
Section 6. Special meetings of the board of directors shall be held
whenever called by the chairman or upon written request of a majority of the
members of the board of directors.
Section 7. A majority of the members of the board of directors shall
constitute a quorum of any meeting of said board of directors. Whenever there
shall not be a quorum at a regular or special meeting, the members present may
adjourn the meeting from time to time until a quorum shall be obtained, and any
meeting may be adjourned from time to time by vote of a majority of the members
present.
ARTICLE IV
OFFICERS
Section 1. The officers of the corporation shall be president, vice
president or vice presidents (the number thereof to be determined by the board
of directors), secretary and treasurer, each of whom shall be elected by the
board of directors. The office of secretary and treasurer may be held by the
same person. The board of directors may also elect such assistant officers as
may be deemed necessary.
Section 2. The officers of the corporation to be elected by the board
of directors shall be elected annually at the first meeting of the board of
directors held after each annual meeting of stockholders. Such officers so
elected shall serve until the next meeting of the board of directors following
the next annual meeting of stockholders, and until their successors have been
elected and qualified.
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A vacancy in any office because of death, resignation, removal,
disqualification or otherwise may be filled by the board of directors for the
unexpired portion of the term.
The powers and duties of the several officers shall be as provided from
time to time by resolution or other directive of the board of directors. In the
absence of such provisions the respective officers shall have the powers and
shall discharge the duties customarily and usually held and performed by like
officers of like or similar corporations.
Section 3. The compensation of such officers shall be fixed from time
to time by the board of directors.
ARTICLE V
COMMITTEES
Section 1. There shall be an executive committee and such other
committees as the board of directors may from time to time constitute. All of
said committees shall be selected by the board of directors from their number,
and their duties shall be as set forth hereinafter and as prescribed by the
board of directors.
Section 2. The executive committee shall consist of the chairman of the
board of directors, the president of the corporation and four other members to
be selected by the board of directors. The executive committee shall have charge
over all matters under the direction and control of the board of directors which
may require attention at any time between regular meetings of said board of
directors.
Section 3. Each committee shall select a chairman and a secretary from
among itself who shall keep a record of the proceedings of each committee and
the action of said committee. In case a secretary be not elected, the chairman
of the committee shall keep such record. Each committee shall meet on the call
of the chairman. The majority of the members of any of said committees shall
constitute a quorum for the transaction of business by such committee, and in
the event of the executive committee at least one of the members present at such
meeting shall be a member of the committee who has been elected to said
committee by the board of directors and is not serving ex officio.
Section 4. The board of directors may at any meeting adopt such
resolutions restricting the power of committees as the board of directors may
deem wise and prudent.
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ARTICLE VI
CAPITAL STOCK
Section 1. Certificates representing shares of stock of the corporation
shall be in such form as shall be determined by the board of directors. Such
certificates shall be signed by the president or a vice president and by the
secretary or an assistant secretary. All certificates of shares shall be
consecutively numbered or otherwise identified. The name and address of the
person to whom the shares represented thereby are issued, with the number of
shares and date of issue, shall be entered on the stock transfer books of the
corporation. All certificates surrendered to the corporation for transfer shall
be cancelled, and no new certificates shall be issued until the former
certificate for a like number of shares shall have been surrendered and
cancelled, except that in case of a lost, destroyed or mutilated certificate a
new certificate may be issued therefor on such terms and indemnity to the
corporation as the board of directors may prescribe.
Section 2. Transfers of shares of stock of the corporation shall be
made in the manner specified in the laws of the State of Mississippi. The
corporation shall maintain stock transfer books, and any transfer shall be
registered thereon only on request and surrender of the stock certificate
representing the transferred shares, properly endorsed. The corporation shall
have the absolute right to recognize as the owner of any shares of stock issued
by it, the person or persons in whose name the certificate representing such
shares stand according to the books of the corporation for all proper corporate
purposes, including the voting of the shares represented by the certificate at a
regular or special meeting of the stockholders, and the issuance and payment of
dividends on such shares.
ARTICLE VII
DIVIDENDS
Section 1. The board of directors may from time to time declare, and
the corporation may pay, dividends on its outstanding shares in the manner and
on the terms and conditions provided by law and by its articles of
incorporation.
ARTICLE VIII
SEAL
The Board of Directors shall provide a corporate seal, which shall be
circular in form and shall have inscribed thereon the name of the corporation
and the state of incorporation and the words "CORPORATE SEAL". The impression of
said seal is made a part of these bylaws.
ARTICLE IX
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INDEMNIFICATION
Any person, his heirs, executors, or administrators may be indemnified
by the corporation for reasonable expenses (including judgments and compromise
settlements, except where as in a derivative suit situation any judgment in the
matter would run in favor of the corporation) actually incurred in connection
with any action, suit or proceedings, civil or criminal, to which he was made a
party by reason of service as a director, officer or employee of the
corporation, provided, however, that no person shall be indemnified or
reimbursed as to any matter to which he shall finally be adjudged to have been
guilty of gross negligence, willful misconduct or criminal acts in the
performance of his duty to the corporation; and provided further, that no person
shall be so indemnified or reimbursed as to any matter in such action or suit
which has been the subject of a compromise settlement except with the approval
(1) of a court of competent jurisdiction, or (2) the holders of record of a
majority of the outstanding shares of the corporation, or (3) a majority of the
corporation's board of directors, excluding members who are parties to the same
or substantially the same suit or proceeding. The foregoing right of
indemnification or reimbursement shall not be exclusive of other rights to which
such person may be entitled as a matter of law. The board of directors of the
corporation may, in its discretion, purchase directors' and officers' liability
insurance coverage to provide, in whole or in part, for such indemnification or
reimbursement.
ARTICLE X
AMENDMENTS
Section 1. The bylaws may be altered, amended, or repealed by majority
vote of the board of directors of the corporation.