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EXHIBIT 3.b - CODE OF REGULATIONS
CODE OF REGULATIONS
OF
SECURITY BANC CORPORATION
ARTICLE 1
Offices
Section 1. Principal Office. The principal office of the Company shall
be at such place in the City of Springfield, 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 at 2:00 p.m. on the third Tuesday of
April of each year, but if a legal holiday, then on the next business day
following or at such other time as may be fixed by the Board of Directors.
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
majority of the Board of Directors acting with or without a meeting or by any
three or more shareholders owning, in the aggregate, not less than twenty-five
percent (25%) of the stock of the Corporation.
Section 3. Place of Meetings. Meetings of shareholders shall be held at
the main office of the Corporation 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 notices thereof to so state.
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Section 4. Notice 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. Notice of such meeting shall be mailed, postage prepaid, at least twenty
(20) days prior to the date thereof. If mailed, it shall be directed to a
shareholder at his address as the name 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 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 appeared of
record.
Section 5. Waiver of Notice. Any shareholder, either before or after
any meeting, may waive 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 holding 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. A majority of the outstanding capital stock,
represented in person or by proxy, shall constitute a quorum at any meeting of
the shareholders, unless otherwise provided by law; but less than a quorum may
adjourn any meeting, from time to time, and a meeting may be held, as adjourned,
without further notice. A majority of the votes cast shall decide every question
or matter submitted to the shareholders at any meeting, unless otherwise
provided by law or by the Articles of Incorporation.
Section 7. Proxies. Any shareholder of record who is entitled to attend
a shareholders' meeting, or to vote thereat or to assent or give consents in
writing, shall be entitled to be
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represented at such meetings or to vote thereat or to assent or give consent in
writing, as the case may be, or to exercise any other of his 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 photograph, photostatic or equivalent
reproduction of a writing appointing a proxy or proxies shall be a sufficient
writing.
Unless the writing appointing a proxy or proxies otherwise provides:
No appointment of a proxy shall be valid after the expiration 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.
(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 an even
number 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; (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 the 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, may revoke such writing not otherwise revoked by giving
notice to the Corporation in writing or in open meeting.
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Section 8. Voting. At any meeting of the 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 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 on or after the record date; 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 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; and (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 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 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 of the holders of shares who
would be entitled to notice of a meeting of the
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shareholders held 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. The election of Directors shall take
place at the Annual Meeting of Stockholders, or at a special meeting called for
that purpose, and shall be by ballot. Directors shall be elected for one term
and shall continue in office until their successors are elected and qualified.
The number of members of the Board of Directors shall be fixed at sixteen (16).
Section 2. Vacancies. In case of any vacancy in the Board of Directors,
through death, resignation, disqualification, or other cause, the remaining
Directors, by an affirmative vote of a majority thereof, may elect a successor
to hold office for the unexpired portion of the term of the Director whose place
is vacant, and until the election and qualification of his successor.
Section 3. Retirement. Directors shall become ineligible for reelection
upon reaching the age of seventy (70) years.
Section 4. Directors. Classification of Directors to Article III.
Without amendment of this Code of Regulations, the Board of Directors may be
divided by resolution of the Shareholders, into three (3) classes with each
class to consist of three (3) or such larger number of Directors as the
Shareholders may from time to time determine. Each class shall be designated as
Class I, Class II, and Class III. All classes shall be initially elected at the
Annual Meeting of Shareholders coinciding with or next following the adoption of
the resolution classifying the Board of Directors, and the initial term of
office shall be as follows: Class I shall be until the first succeeding Annual
Meeting; Class II shall be until the second such succeeding Annual Meeting; and
Class III shall be until the third such succeeding Annual Meeting. Thereafter,
the term of office for each class shall be for three (3) years. Each Director
shall hold office until a successor is elected as Director. If additional
Directors are appointed by the Board of Directors, the new Directors shall be
assigned to such Class as the Board determines.
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ARTICLE IV
Powers, Meeting, and Compensation of Directors
Section 1. Directors' Qualifying Shares. The Board of Directors of
Security National Bank and Trust Company may hold as Directors' qualifying
shares a minimum of One Thousand Dollars ($1,000) of par value of the shares of
the registered bank holding company, which is the parent Corporation of the
wholly owned subsidiary bank and, in so doing, act as Directors duly qualified
to serve as Directors of the subsidiary bank.
Section 2. 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, or within ten (10) days thereafter, and
notice of such meeting need not be given.
The Board of Directors may by Bylaws 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 (2) 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 two (2) 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, wireless, or telephonic communication
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 Directors shall be present thereat.
Meetings of the Board shall be held at the office of the Corporation,
or at such other place, within or without the State of Ohio, as the Board may
determine from time to time and as
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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 Directors present at such meetings, and all such business conducted
via such telephonic communication shall be considered legally enforceable by the
Corporation.
Section 3. Quorum. A majority of the Board of Directors serving in such
capacity 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 4. Action without Meeting. Any action may be authorized or
taken without a meeting in a writing or writings signed by all the Directors,
which writing or writings shall be filed with or entered upon the records of the
Corporation.
Section 5. 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 therefor. 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 6. Bylaws. For the government of its actions, the Board of
Directors may adopt bylaws consistent with the Articles of Incorporation and
these Regulations.
ARTICLE V
Committees
Section 1. Committees. The Board of Directors may by resolution provide
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
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delegated to it by the Board of Directors. Vacancies in such committees may be
filled 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 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.
Section 2. Terms of Office. The officers of the Corporation shall hold
office at the pleasure of the Board of Directors and, unless sooner removed by
the Board of Directors, until the reorganization meeting of the Board of
Directors following the date of their election and 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, may
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 shareholders and Board of
Directors and shall have such other powers and duties as may be prescribed by
the Board of Directors or by Ohio's General Corporation Act.
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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 the
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 by the Ohio Revised
Code.
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, the
President 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, bonds, contracts, notes and other instruments requiring his signature
and shall have all the powers and duties prescribed by law and such others as
the Board of Directors may from time to time assign to 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 coordinated with like authority
of the President. Any one or more of the Vice Presidents may be designated as an
"Executive Vice President."
Section 5. The Secretary. The Secretary shall keep minutes of all the
proceedings of the shareholders and the 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 requiring his signature; give notice of meetings of
shareholders and Directors; produce on request at each meeting of shareholders
or
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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. The Treasurer. The Treasurer shall have general supervision
of all finances; he shall receive and have in charge all money, 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 accounts of its assets,
liabilities, receipts, disbursements, gains, losses, stated capital, and shares,
together with such other accounts as may be required and, upon the expiration of
his term of office, shall turn over to his successor or to the Board of
Directors all property, books, papers and money of the Corporation in his hands;
and he shall perform such other duties as from time to time may 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 perform such duties as the Board of Directors may prescribe.
The Board of Directors may, from time to time, authorize any officers
to appoint and remove assistant and 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 the Board of Directors may
deem sufficient, the Board of Directors may delegate, for the time being, the
powers or duties or any of them of such officer to any other officer, or to any
director.
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ARTICLE VIII
Certificates 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 of the Corporation, which
certificates shall certify the number and class of shares held by the
shareholder in the Corporation, but no certificates for shares shall be
delivered until such shares are fully paid. When such a certificate is
countersigned by an incorporated transfer agent or registrar, the signature of
any of said officers of the Corporation may be a facsimile, or engraved, stamped
or printed. Although any officer of the Corporation whose manual or facsimile
signature is affixed to a share certificate shall cease to be such officer
before the certificate is delivered, such certificate, nevertheless, shall be
effective in all respects when delivered.
Such certificate for shares shall be transferable in person or by
attorney but, except as hereinafter provided in the case of lost, mutilated or
destroyed certificates, no transfers 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 canceled.
Section 2. Lost, Mutilated or Destroyed Certificates. If any
certificate for shares is lost, mutilated or destroyed, the Board of Directors
may authorize the issuance 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 issue such new certificates until the Corporation has
been indemnified by a final order or 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 obliged to see to the execution of
any trust or obligation.
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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 be fixed from time to time by
the Board of Directors.
ARTICLE X
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.
Effective June 26, 1996