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Exhibit 3.2
CODE OF REGULATIONS
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CODE OF REGULATIONS
OF
FARMERS NATIONAL BANC CORP.
ARTICLE I
OFFICES
SECTION 1. PRINCIPAL OFFICE. The principal office of the corporation
shall be in the City of Canfield, Ohio, as may be designated from time to time
by the Board of Directors.
SECTION 2. OTHER OFFICES. The corporation shall also have offices at
such other places without, as well as within, the State of Ohio, as the Board of
Directors may from time to time determine.
ARTICLE II
MEETINGS OF SHAREHOLDERS
SECTION 1. ANNUAL MEETING. The annual meeting of the shareholders of
this corporation, for the purpose of fixing or changing the number of directors
of the corporation, electing directors and transacting such other business as
may come before the meeting, shall be held on a day, to be determined by the
Board of Directors, in the month of March each year.
SECTION 2. SPECIAL MEETINGS. Special Meetings of the shareholders may
be called at any time by the Chairman of the Board of Directors, President or a
Vice President, or a majority of the Board of Directors acting with or without a
meeting, or the holder or holders of one-fourth of all shares outstanding and
entitled to vote thereat.
SECTION 3. PLACE OF MEETINGS. Meetings of shareholders shall be held at
the office of the corporation in the City of Canfield, Ohio, unless the Board of
Directors decides that a meeting shall be held at some other place within or
without the State of Ohio and causes the notice thereof to so state.
SECTION 4. NOTICES OF MEETINGS. Unless waived, a written, printed or
typewritten notice of each annual or special meeting, stating the day, hour and
place and the purpose or purposes thereof, shall be served upon or mailed to
each shareholder of record (a) as of the day next preceding the day on which
notice is given or (b) if a record date therefor is duly fixed, of record as of
said date. Such notice shall be given not more than sixty (60) days, nor less
than ten (10) days before any such meeting. If mailed, it shall be directed to a
shareholder at his address as the same appears upon the records of the
corporation.
All notices with respect to any shares of record in the names of two or
more persons may be given to whichever of such persons is named first on the
books of the corporation, and notice so given shall be effective as to all the
holders of record of such shares.
Every person who by operation of law, transfer, transmission or
otherwise shall become entitled to any share or right or interest therein shall
be bound by every notice in respect of such share which, prior to his name and
address being entered upon the books of the corporation as the registered holder
of such share, shall have been given to the person in whose name such share
appears of record.
SECTION 5. WAIVER OF NOTICE. Any shareholder, either before or after
any meeting, may waive in writing any notice required to be given by law or
under these Regulations; and whenever all of the shareholders entitled to vote
shall meet in person or by proxy and consent to hold a meeting, it shall be
valid for all purposes without call or notice and at such meeting any action may
be taken.
SECTION 6. QUORUM. The shareholders present in person or by proxy at
any meeting for the determination of the number of directors or the election of
directors, or for the consideration or action upon reports required to be laid
before such meeting, shall constitute a quorum.
At any meeting called for any other purpose, the holders of shares
entitling them to exercise a majority of the voting power of
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the corporation, present in person or represented by proxy, shall constitute a
quorum, except when a greater proportion required by law, the Articles of
Incorporation or this Code of Regulations.
At any meeting at which a quorum is present, all questions and business
which shall come before the meeting shall be determined by the vote of the
holders of a majority of such voting shares as are represented in person or by
proxy, except when a greater proportion is required by law or the Articles of
Incorporation.
At any meeting, whether a quorum is present or not, the holders of a
majority of the voting shares represented by shareholders present in person or
by proxy may adjourn from time to time and from place to place without notice
other than by announcement at the meeting. At such adjourned meeting, at which a
quorum is present, any business may be transacted which might be transacted at
the meeting as originally notified or held.
SECTION 7. PROXIES. Any shareholder of record who is entitled to attend
a shareholder's meeting or to vote thereat or to assent or give consents in
writing shall be entitled to be represented at such meetings or vote thereat or
to assent or give consents in writing, as the case may be, or to exercise any of
his other rights, by proxy or proxies, appointed by a writing signed by such
shareholder, which need not be sealed, witnessed or acknowledged.
A telegram, cablegram, wireless message or photogram appearing to have
been transmitted by a shareholder or a photographic, photostatic or equivalent
reproduction or a writing appointing a proxy shall be a sufficient writing.
No appointment of a proxy shall be valid after the expiration of eleven
(11) months after it is made, unless the writing specifies the date on which it
is to expire or the length of time it is to continue in force.
Unless the writing appointing a proxy or proxies otherwise provides:
1. Each and every proxy shall have the power of substitution,
and, when three (3) or more persons are appointed, a majority of them or their
respective substitutes may appoint a substitute or substitutes to act for all;
2. If more than one proxy is appointed, then (a) with respect
to voting or giving consents at a shareholders' meeting, a majority of such
proxies as attend the meeting, or if only one attends then that one, may
exercise all the voting and consenting authority thereat, and if one or more
attend and a majority do not agree on any particular issue, each proxy so
attending shall be entitled to exercise such authority with respect to an equal
number of shares, and (b) with respect to exercising any other authority, a
majority may act for all;
3. A writing appointing a proxy shall not be revoked by the
death or incapacity of the maker unless before the vote is taken or the
authority granted is otherwise exercised, written notice of such death or
incapacity is given to the corporation by the executor or administrator of the
estate of such maker or by the fiduciary having control of the shares in respect
of which the proxy was appointed;
4. The presence of a shareholder at a meeting shall not
operate to revoke a writing appointing a proxy. A shareholder, without affecting
any vote previously taken, any revoke such writing not otherwise revoked by
giving notice to the corporation in writing or in open meeting.
SECTION 8. VOTING. At any meeting of shareholders, each shareholder of
the corporation shall, except as otherwise provided by law or by the Articles of
Incorporation or by these Regulations be entitled to one (1) vote in person or
by proxy for each share of the corporation registered in his name on the books
of the corporation (1) on the date fixed pursuant to subparagraph (f) of Section
2 of Article IV of these Regulations as the record date for the determination of
shareholders entitled to vote at such meeting, notwithstanding the prior or
subsequent sale, or other disposal of such share or shares or transfer of the
same on the books of the corporation of such share or shares on or after the
date so fixed, or (2) if no such record date shall have been fixed, then at the
time of such meeting.
SECTION 9. FINANCIAL REPORTS. At the annual meeting of shareholders, or
the meeting held in lieu thereof, there shall be laid
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before the shareholders a financial statement consisting of: (1) a balance sheet
containing a summary of the assets, liabilities, stated capital and surplus
(showing separately any capital surplus arising from unrealized appreciation of
assets, other capital surplus and earned surplus) of the corporation as of a
date not more than four (4) months before such meeting; if such meeting is an
adjourned meeting, said balance sheet may be as of a date not more than four (4)
months before the date of the meeting as originally convened; (2) a statement of
profit and loss and surplus including a summary of profits, dividends paid and
other changes in the surplus accounts of the corporation for the period
commencing with the date marking the end of the period for which the last
preceding statement of profit and loss required under this section was made and
ending with the date of said balance sheet.
An opinion signed by the President or a Vice President or the Treasurer
or an Assistant Treasurer, or by a public accountant or firm of public
accountants, shall be appended to such financial statement, stating that the
financial statement presents fairly the corporation's financial position and the
results of its operations in conformity with generally accepted accounting
principles applied on a basis consistent with that of the preceding period, or
such other opinion as is in accordance with sound accounting practice.
SECTION 10. ACTION WITHOUT A MEETING. Any action which may be
authorized or taken at any meeting of shareholders may be authorized or taken
without a meeting in a writing or writings signed by all the holders of shares
who would be entitled to notice of a meeting of the shareholders for such
purpose. Such writing or writings shall be filed with or entered upon the
records of the corporation.
ARTICLE III
DIRECTORS
SECTION 1. NUMBER OF DIRECTORS. Until changed in accordance with the provisions
of this section, the number of directors of the corporation, shall be nine (9).
The number of directors may be fixed or changed by resolution at any annual
meeting or at any special meeting called for that purpose, adopted by the vote
of the holders of shares, present in person or by proxy, entitling them to
exercise a majority of the voting power on such proposal of the shares
represented at such meeting, but no reduction shall have the effect of removing
any director prior to the expiration of his term of office.
SECTION 2. ELECTION OF DIRECTORS. Directors shall be elected at the
annual meeting of shareholders, but when the annual meeting is not held or
directors ar not elected thereat, they may be elected at a special meeting
called and held for that purpose. Such election shall be by ballot whenever
requested by any shareholder entitled to vote at such election, but, unless such
a request is made, the election may be conducted in any manner approved at such
meeting.
At each meeting of shareholders for the election of directors, the
persons receiving the greatest number of votes shall be directors.
SECTION 3. TERM OF OFFICE. Directors shall hold office until the annual
meeting next succeeding their election and until their successors are elected
and qualified.
SECTION 4. VACANCIES. Vacancies in the Board of Directors may be filled
by a majority vote of the remaining directors until an election to fill such
vacancies is had. Shareholders entitled to elect directors shall have the right
to fill any vacancy in the board (whether the same has been temporarily filled
by the remaining directors or not) at any meeting of the shareholders called for
that purpose, and any directors elected at any such meeting of shareholders
shall serve until the next annual election of directors and until their
successors are elected and qualified.
ARTICLE IV
POWERS, MEETING AND COMPENSATION OF DIRECTORS
SECTION 1. GENERAL POWERS OF THE BOARD. The powers of the corporation
shall be exercised, its business and affairs conducted, and its property
controlled by the Board of Directors, except as otherwise provided in the
Articles of Incorporation, amendments thereto, or General Corporation Act of
Ohio.
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SECTION 2. OTHER POWERS. Without prejudice to the general powers
conferred by or implied in the preceding section, the directors, acting as a
Board, shall have powers:
(a) To fix, define and limit the powers and duties of
all officers and to fix the salaries of all officers;
(b) To appoint, and at their discretion, with or without
cause, to remove or suspend, such subordinate officers, assistants,
managers, agents and employees as the directors may from time to time
deem advisable, and to determine their duties and fix their
compensation;
(c) To require any officer, agent or employee of the
corporation to furnish a bond for faithful performance in such amount
and with such sureties as the Board may approve;
(d) To designate a depository or depositories of the funds of
the corporation and the officer or officers or other persons who shall
be authorized to sign notes, check drafts, contracts, deeds, mortgages
and other instruments on behalf of the corporation;
(e) To appoint and remove transfer agents and/or registrars
for the corporation's shares;
(f) To fix a time not exceeding forty-five (45) days preceding
the date of any meeting of shareholders, or the date fixed for the
payment of any dividend or distribution, or the date for the allotment
of rights, or (subject to contract rights with respect thereto) the
date when any change or conversion or exchange of shares shall be made
or go into effect, as a record date for the determination of the
shareholders entitled to notice of and to vote at any such meeting, or
entitled to receive payment of any such dividend, distribution or
allotment of rights, or to exercise the rights in respect to any such
change, conversion or exchange of shares, and in such case, only the
persons who are shareholders of record on the date so fixed shall be
entitled to notice of and to vote at such meeting, or to receive
payment of such dividend, distribution or allotment of rights, or to
exercise such rights, as the case may be, notwithstanding any transfer
of any shares on the books of the corporation after any record date
fixed as aforesaid, or change of ownership of any shares either before
or after such record date, and such persons shall conclusively be
deemed to be the shareholders of the corporation on such record date,
notwithstanding notice or knowledge to the contrary; and the Board of
Directors may close the books of the corporation against transfer of
shares during the whole or any part of such period; and
(g) To establish such rules and regulations respecting the
issuance and transfer of shares and certificates for shares as the
Board of Directors may consider reasonable.
SECTION 3. MEETINGS OF THE BOARD. A meeting of the Board of Directors
shall be held immediately following the adjournment of each shareholders'
meeting at which directors are elected; notice of such meeting need not be
given.
The Board of Directors may, by by-laws or resolution, provide for other
meetings of the Board.
Special meetings of the Board of Directors may be held at any time upon
call of the Chairman of the Board of Directors, President, a Vice President, or
any two members of the Board.
Notice of any special meeting of the Board of Directors shall be mailed
to each director addressed to him at his residence or usual place of business,
at least five (5) days before the day on which the meeting is to be held, or
shall be sent to him at such place by telegraph, cable, radio or wireless, or be
given personally or by telephone, not later than the day before the day on which
the meeting is to be held. Every such notice shall state the time and place of
the meeting but need not state the purposes thereof. Notice of any meeting of
the Board need not be given to any director, however, if waived by him in
writing or by telegraph, cable, radio or wireless, whether before or after such
meeting is held, or if he shall be present at such meeting; and any meeting of
the Board shall be a legal meeting without any notice thereof having been given,
if all the firectors shall be present thereat.
Meetings of the Board shall be held at the office of the corporation in
the City of Canfield, Ohio, or at such other place, within or without the State
of Ohio, as the Board may determine from time to time and as may be specified in
the notice thereof. Meetings of the Board of Directors may also be held by the
utilization of simultaneous telephonic communications linking all
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directors present at such meetings, and all such business conducted via such
telephonic communication shall be considered legally enforceable by the
corporation.
SECTION 4. QUORUM. A majority of the Board of Directors shall
constitute a quorum for the transaction of business, provided that whenever less
than a quorum is present at the time and place appointed for any meeting of the
Board, a majority of those present may adjourn the meeting from time to time,
without notice other than by announcement at the meeting, until a quorum shall
be present.
SECTION 5. ACTION WITHOUT MEETING. Any action may be authorized or
taken without a meeting in a writing or writings signed by all of the directors,
which writing or writings shall be filed with or entered upon the records of the
corporation.
SECTION 6. COMPENSATION. The directors, as such, shall not receive any
salary for their services, but by resolution of the Board, a fixed sum and
expenses of attendance, if any, may be allowed for attendance at each regular or
special meeting of the Board; provided that nothing herein contained shall be
construed to preclude any director from serving the corporation in any other
capacity and receiving compensation therefore. Members of the executive
committee or of any standing or special committee may by resolution of the Board
be allowed such compensation for their services as the Board may deem
reasonable, and additional compensation may be allowed to directors for special
services rendered.
SECTION 7. BY-LAWS. For the government of its actions, the Board of
Directors may adopt by-laws consistent with the Articles of Incorporation.
ARTICLE V
COMMITTEES
SECTION 1. COMMITTEES. The Board of Directors may by resolution provide
for such standing or special committees as it deems desirable, and discontinue
the same at its pleasure. Each such committee shall have such powers and perform
such duties, not inconsistent with law, as may be designated by the Board of
Directors. Vacancies in such committees should be filed by the Board of
Directors, or as it may provide.
ARTICLE VI
OFFICERS
SECTION 1. GENERAL PROVISIONS. The Board of Directors shall elect a
President, such number of Vice Presidents as the Board may from time to time
determine, a Secretary and a Treasurer, and in its discretion, a Chairman of the
Board of Directors and a Vice Chairman of the Board of Directors. If no such
Chairman of the Board is elected by the Board of Directors, the President of the
corporation shall act as presiding officer of the corporation. The Board of
Directors may from time to time create such offices and appoint such other
officers, subordinate officers and assistant officers as it may determine. The
President and the Chairman of the Board shall be, but the other officers need
not be, chosen from among the members of the Board of Directors. Any two or more
of such offices, other than that of President and Vice President, Secretary and
Assistant Secretary, or Treasurer and Assistant Treasurer, may be held by the
same person, but no officer shall execute, acknowledge or verify any instrument
in more than one capacity.
SECTION 2. TERM OF OFFICE. The officers of the corporation shall hold
office during the pleasure of the Board of Directors and, unless sooner removed
by the Board of Directors, until the organization meeting of the Board of
Directors following the date of their election or until their successors are
chosen and qualified.
The Board of Directors may remove any officer at any time, with or
without cause, by a majority vote. A vacancy in any office, however
created, shall be filled by the Board of Directors.
ARTICLE VII
DUTIES OF OFFICERS
SECTION 1. CHAIRMAN OF THE BOARD. The Chairman of the Board, if one be
elected, shall preside at all meetings of the
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shareholders and Board of Directors and shall have such other powers and duties
as may be prescribed by the Board of Directors or prescribed by the General
Corporation Act.
SECTION 2. VICE CHAIRMAN OF THE BOARD. The Vice Chairman of the Board,
if one be elected, shall preside at all meetings of the shareholders and Board
of Directors, in the absence of the Chairman of the Board. The Vice Chairman
shall have such powers and duties as may be prescribed by the Board of
Directors, or prescribed by the Chairman of the Board, or General Corporation
Act.
SECTION 3. PRESIDENT. The President shall be the chief executive
officer of the corporation and shall exercise supervision over the business of
the corporation and over its several officers, subject, however, to the control
of the Board of Directors. In the absence of or if a Chairman of the Board shall
not have been elected or a Vice Chairman shall not have been elected, he shall
preside at meetings of the shareholders and Board of Directors. He shall have
authority to sign all certificates for shares and all deeds, mortgages, notes,
bonds, contracts and other instruments requiring his signature, and shall have
all the powers and duties prescribed by the General Corporation Act and such
others as the Board of Directors may from time to time assign him.
SECTION 4. VICE PRESIDENTS. The Vice Presidents shall perform such
duties as are conferred upon them by these Regulations or as may from time to
time be assigned to them by the Board of Directors, the Chairman of the Board,
or the President. At the request of the President, or in his absence or
disability, the Vice President, designated by the President (or, in the absence
of such designation, the Vice President designated by the Board) shall perform
all the duties of the President and, when so acting, shall have all the powers
of the President. The authority of Vice Presidents to sign in the name of the
corporation all certificates for shares and authorized deeds, mortgages, bonds,
contracts, notes and other instruments shall be coordinate with like authority
of the President. Any one or more of the Vice presidents may be designated as an
"Executive Vice President."
SECTION 5. SECRETARY. The Secretary shall keep minutes of all the
proceedings of the shareholders and Board of Directors and shall make proper
record of the same, which shall be attested by him; sign all certificates for
shares and all deeds, mortgages, bonds, contracts, notes and other instruments
executed by the corporation and requiring his signature; give notice of meetings
of shareholders and directors; produce on request at each meeting of
shareholders for the election of directors a certified list of shareholders,
arranged in alphabetical order; keep such books as may be required by the Board
of Directors and file all reports to States, to the Federal Government and to
foreign countries; and perform such other and further duties as may from time to
time be assigned to him by the Board of Directors, the Chairman of the Board or
by the President.
SECTION 6. TREASURER. The Treasurer shall have general supervision of
all finances; he shall receive and have in charge all monies, bills, notes,
deeds, leases, mortgages and similar property belonging to the corporation; and
shall do with the same as may from time to time be required by the Board of
Directors. He shall cause to be kept adequate and correct accounts of the
business transactions of the corporation, including account of its assets,
liabilities, receipts, disbursements, gains, losses, stated capital, surplus and
shares, together with such other accounts as may be required, and, upon the
expiration of her term of office, shall turn over to his successor or to the
Board of Directors all property, books, papers and monies of the corporation in
his hands; and he shall perform such other duties as may from time to time be
assigned to him by the Board of Directors.
SECTION 7. ASSISTANT AND SUBORDINATE OFFICERS. The Board of Directors
may appoint such assistant and subordinate officers as it may deem desirable.
Each such officer shall hold office during the pleasure of the Board of
Directors and shall perform such duties as the Board of Directors may prescribe.
The Board of Directors may from time to time authorize any officer to appoint
and remove subordinate officers, to prescribe their authority and duties and to
fix their compensation.
SECTION 8. DUTIES OF OFFICERS MAY BE DELEGATED. In the absence of any
officer of the corporation, or for any other reason which the Board of Directors
may deem sufficient, the Board of Directors may delegate for the time being
powers or duties or any of them, of any such officer to any other officer or to
any director.
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ARTICLE VIII
CERTIFICATE FOR SHARES
SECTION 1. FORM AND EXECUTION. Certificates for shares shall be issued
to each shareholder in such form as shall be approved by the Board of Directors.
Such certificates shall be signed by the Chairman of the Board of Directors or
the President or a Vice President and by the Secretary, an Assistant Secretary,
the Treasurer or an Assistant Treasurer of the corporation, which shall certify
the number and class of shares held by him in the corporation, but no
certificate for shares shall be executed or delivered until such shares are
fully paid. When such certificate is countersigned by an Incorporated Transfer
Agent or Registrar, the signature of any of said officers and the seal of the
corporation may be facsimile, engraved, stamped or printed. Although any officer
of the corporation whose manual or facsimile signature is affixed to such a
certificate ceases to be such officer before the certificate is delivered, such
certificate, nevertheless, shall be effective in all other respects when
delivered.
Such certificates for share shall be transferable in person or by
attorney, but, except as hereinafter provided in the case of lost, mutilated or
destroyed certificates, no transfer of shares shall be entered upon the records
of the corporation until the previous certificates, if any, given for the same
shall have been surrendered and cancelled.
SECTION 2. LOST, MUTILATED OR DESTROYED CERTIFICATES. If any
certificates for shares are lost, mutilated or destroyed, the Board of Directors
may authorize the execution and delivery of a new certificate in place thereof,
upon such terms and conditions as it may deem advisable. The Board of Directors,
in its discretion, may refuse to execute such new certificate until the
corporation has been indemnified by a final order of decree of a court of
competent jurisdiction.
SECTION 3. REGISTERED SHAREHOLDERS. A person in whose name shares are
of record on the books of the corporation shall conclusively be deemed the
unqualified owner thereof, for all purposes, and to have capacity to exercise
all rights of ownership. Neither the corporation nor any transfer agent of the
corporation shall be bound to recognize any equitable interest in or claim to
such shares on the part of any other person, whether disclosed upon such
certificate or otherwise, nor shall they be obligated to see to the execution of
any trust or obligation.
ARTICLE IX
FISCAL YEAR
The fiscal year of the corporation shall end on the 31st day of
December, in each year, or on such other day as may from time to time be fixed
by the Board of Directors.
ARTICLE X
SEAL
The Board of Directors may, in its discretion, provide a suitable seal
containing the name of the corporation. If deemed advisable by the Board of
Directors, duplicate seals may be provided and kept for the purposes of the
corporation.
ARTICLE XI
AMENDMENTS
These Regulations may be amended or repealed at any meeting of
shareholders called for that purpose, by the affirmative vote of the holders of
record of shares entitling them to exercise a majority of the voting power on
such proposal, or, without a meeting, by the written consent of the holders of
record of shares entitling them to exercise two-thirds (2/3) of the voting power
on such proposal.