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Exhibit 3(2)
AMENDED
AS OF 5/11/98
REGULATIONS
OF
CITIZENS BANCSHARES, INC., AS AMENDED
MEETINGS OF SHAREHOLDERS
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SECTION 1. ANNUAL MEETING.
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The annual meeting of shareholders of the Corporation shall be held on
the first Thursday in March or at such other time and on such business day as
the directors may determine each year. The annual meeting shall be held at the
principal office of the Corporation or at such other place within or without the
State of Ohio as the directors may determine. The directors shall be elected
thereat and such other business transacted as may properly be brought before the
meeting.
SECTION 2. SPECIAL MEETINGS.
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Special meetings of the shareholders may be called at any time by the
Chairman of the Board, the President, a Vice President or by the directors by
action at a meeting or a majority of the directors acting without a meeting, or
by shareholders holding 50% or more of the outstanding shares entitled to vote
thereat. Such meetings may be held within or without the State of Ohio at such
time and place as may be specified in the notice thereof.
SECTION 3. NOTICE OF MEETINGS.
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Written notice of every annual or special meeting of the shareholders
stating the time, place and purposes thereof shall be given to each shareholder
entitled to notice as provided by law, not less than seven nor more than ninety
days before the date of the meeting. Such notice may be given by or at the
direction of the Chairman of the Board, the President, any Vice President or the
Secretary by personal delivery or by mail addressed to the shareholder at his
last address as it appears on the records of the Corporation. Any shareholder
may waive in writing notice of any meeting, either before or after the holding
of such meeting, and, by attending any meeting without protesting the lack of
proper notice, shall be deemed to have waived notice thereof.
SECTION 4. PERSONS BECOMING ENTITLED BY OPERATION OF LAW OR TRANSFER.
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Every person who, by operation of law, transfer or any other means
whatsoever, shall become entitled to any shares, shall be bound by every notice
in respect of such share or shares which previously to the entering of his name
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address on the records of the Corporation shall have been duly given to the
person from whom he derives his title to such shares.
SECTION 5. QUORUM AND ADJOURNMENTS.
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Except as may be otherwise required by law or by the Articles of
Incorporation or these Regulations, the holders of a majority of the
then-outstanding shares entitled to vote in an election of directors, taken
together as a single class ("Voting Shares"), present in person or by proxy,
shall constitute a quorum; provided that any meeting duly called, whether a
quorum is present or otherwise may, by vote of the holders of the majority of
the Voting Shares represented thereat, adjourn from time to time, in which case
no further notice of any such adjourned meeting need be given.
SECTION 6. BUSINESS TO BE CONDUCTED AT MEETINGS.
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At any meeting of shareholders, only such business shall be conducted
as shall have been properly brought before the meeting. To be properly brought
before a meeting of shareholders, business must be specified in the notice of
meeting (or any supplement thereto) given by or at the direction of the
directors, otherwise properly brought before the meeting by or at the direction
of the directors or otherwise properly brought before the meeting by a
shareholder. For business to be properly brought before a meeting of
shareholders by a shareholder, the shareholder must have given timely notice
thereof in writing to the Secretary of the Corporation. 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 sixty (60) days nor
more than ninety (90) days prior to the meeting; provided, however, that in the
event that less than seventy-five (75) days' notice or prior public disclosure
of the date of the meeting is given or made to the shareholders, notice by the
shareholder to be timely must be so received not later than the close of
business on the fifteenth (15th) day following the earlier of the day on which
such notice of the date of the 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 proposes to bring before the meeting (i) a brief description of
the business desired to be brought before the meeting and the reasons for
conducting such business at the meeting, (ii) the name and record address of the
shareholder proposing such business, (iii) the class and number of shares of the
Corporation which are beneficially owned by such shareholder, and (iv) any
material interest of such shareholder in such business.
Notwithstanding anything in the Regulations of the Corporation to the
contrary, no business shall be conducted at a meeting of shareholders except in
accordance with the procedures set forth in this Section 6.
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The Chairman of the meeting of shareholders shall, if the facts
warrant, determine and declare to the meeting that business was not properly
brought before the meeting in accordance with the provisions of this Section 6
in which event any such business not properly brought before the meeting shall
not be transacted.
DIRECTORS
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SECTION 7. NUMBER.
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The number of directors may be determined by the vote of the holders of
a majority of the Voting Shares represented at any annual meeting or special
meeting called for the purpose of electing directors or by resolution adopted by
affirmative vote of a majority of the directors then in office, provided that,
except as provided in the Articles of Incorporation, the number of directors
shall in no event be fewer than nine (9) nor more than twenty-one (21).. When so
fixed, such number shall continue to be the authorized number of directors until
changed by the shareholders or directors by vote as aforesaid.
SECTION 8. NOMINATIONS.
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Only persons who are nominated in accordance with the following
procedures shall be eligible for election as directors. Nominations of persons
for election as directors of the Corporation may be made at a meeting of
shareholders by or at the direction of the directors by any nominating committee
or person appointed by the directors or by any shareholder of the Corporation
entitled to vote for the election of directors at the meeting who complies with
the notice procedures set forth in this Section 8. Such nominations, other than
those made by or at the direction of the directors, shall be made pursuant to
timely notice in writing to the Secretary of the Corporation. To be timely, a
shareholder's notice shall be delivered to or mailed and received at the
principal executive offices of the Corporation not less than sixty (60) days nor
more than ninety (90) days prior to the meeting; provided, however, that in the
event that less than seventy-five (75) 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 fifteenth (15th) day following the earlier of the day on which
such notice of the date of the meeting was mailed or such public disclosure was
made. Such shareholder's notice shall set forth (a) as to each person who is not
an incumbent director whom the shareholder proposes to nominate for 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 for proxies for election of directors
pursuant to Regulation 14A under the Securities Exchange Act of 1934,
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as amended; and (b) as to the shareholder giving the notice, (i) the name and
record address of such shareholder and (ii) the class and number of shares of
the Corporation which are beneficially owned by such shareholder. Such notice
shall be accompanied by the written consent of each proposed nominee to serve as
a director of the Corporation, if elected. No person shall be eligible for
election as a director of the Corporation unless nominated in accordance with
the procedures set forth in this Section 8.
The Chairman of the meeting shall, if the facts warrant, determine and
declare to the meeting that a nomination was not made in accordance with the
provisions of this Section 8, and, if he should so determine, the defective
nomination shall be disregarded.
SECTION 9. CLASSIFICATION, ELECTION AND TERM OF OFFICE OF DIRECTORS.
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The directors shall be divided into three classes, as nearly equal in
number as possible, and one of the classes shall be elected for a three-year
term of office at each annual shareholders meeting. At the annual meeting of
shareholders in 1985, one class of directors shall be elected for a one-year
term, one class shall be elected for a two-year term and one class shall be
elected for a three-year term. At each succeeding annual meeting of
shareholders, successors to the class of directors whose term expires in that
year will be elected to a three-year term. If the number of directors is
changed, any increase or decrease shall be apportioned among the classes so as
to maintain the number of directors in each class as nearly equal as possible,
and any additional director of any class elected to fill a vacancy resulting
from an increase in such class shall hold office for a term that shall coincide
with the remaining term of such class, but in no case will a decrease in the
number of directors shorten the term of any incumbent director. A director shall
hold office until the annual meeting for the year in which his term expires and
his successor shall be elected and shall qualify, subject, however, to prior
death, resignation, or removal from office. Election of directors shall be by
ballot whenever requested by any person entitled to vote at the meeting; but
unless so requested such election may be conducted in any way approved at such
meeting.
SECTION 10. REMOVAL.
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Except as otherwise provided by law, all the directors or all the
directors of a particular class, or any individual director, may be removed from
office without assigning any cause, by the affirmative vote of at least
seventy-five (75) percent of the Voting Shares, present in person or represented
by proxy, entitled to vote in respect thereof, at an annual meeting or at any
special meeting duly called.
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SECTION 11. VACANCIES.
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Whenever any vacancy shall occur among the directors, the remaining
directors shall constitute the directors of the Corporation until such vacancy
is filled or until the number of directors is changed pursuant to Section 7
hereof. Except in cases where a director is removed as provided by law and these
Regulations and his successor is elected by the shareholders, the remaining
directors may, by a vote of a majority of their number, fill any vacancy for the
unexpired term. A majority of the directors then in office may also fill any
vacancy that results from an increase in the number of directors.
SECTION 12. QUORUM AND ADJOURNMENTS.
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A majority of the directors in office at the time shall constitute a
quorum, provided that any meeting duly called, whether a quorum is present or
otherwise, may, by vote of a majority of the directors present, adjourn from
time to time and place to place within or without the State of Ohio, in which
case no further notice of the adjourned meeting need be given. At any meeting at
which a quorum is present, all questions and business shall be determined by the
affirmative vote of not less than a majority of the directors present, except as
is otherwise provided in the Articles of Incorporation or these Regulations or
is otherwise authorized by Section 1701.60(A)(1) of the Ohio Revised Code.
SECTION 13. ORGANIZATION MEETING.
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Immediately after each annual meeting of the shareholders at which
directors are elected, or each special meeting held in lieu thereof, the
directors, including those newly elected, if a quorum of all such directors is
present, shall hold an organization meeting at the same place or at such other
time and place as may be fixed by the shareholders at such meeting, for the
purpose of electing officers and transacting any other business. Notice of such
meeting need not be given. If for any reason such organization meeting is not
held at such time, a special meeting for such purpose shall be held as soon
thereafter as practicable.
SECTION 14. REGULAR MEETINGS.
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Regular meetings of the directors may be held at such times and places
within or without the State of Ohio as may be provided for in by-laws or
resolutions adopted by the directors and upon such notice, if any, as shall be
so provided for.
SECTION 15. SPECIAL MEETINGS.
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Special meetings of the directors may be held at any time within or
without the State of Ohio upon call by the Chairman of the Board, the President,
any Vice
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President, or by any two directors. Notice of each such meeting shall
be given to each director by personal delivery, by mail, cablegram or telegram,
or by telephone not less than two days prior to such meeting or such shorter
notice as the directors shall deem necessary and warranted under the
circumstances. Any director may waive in writing notice of any meeting, and, by
attending any meeting without protesting the lack of proper notice, shall be
deemed to have waived notice thereof. Unless otherwise limited in the notice
thereof, any business may be transacted at any organization, regular or special
meeting.
SECTION 16. COMPENSATION.
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The directors are authorized to fix reasonable compensation, which may
include pension, disability, and death benefits, for services to the Corporation
by directors or a reasonable fee for attendance at any meeting of the directors,
the Executive Committee, or other committees elected under Section 20 hereof, or
any combination of salary and attendance fee. In addition to such compensation
provided for directors, they shall be reimbursed for any expenses incurred by
them in traveling to and from such meetings.
EXECUTIVE COMMITTEE AND OTHER COMMITTEES
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SECTION 17. MEMBERSHIP AND ORGANIZATION.
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(a) The directors, at any time, may elect from their number an
Executive Committee which shall consist of three or more directors of the
Corporation, each of whom shall hold office during the pleasure of the directors
and may be removed at any time, with or without cause, by vote thereof.
(b) Vacancies occurring in the Committee may be filled by the
directors.
(c) In the event the directors have not designated a Chairman, the
Committee shall appoint one of its own number as Chairman who shall preside at
all meetings and may also appoint a Secretary (who need not be a member of the
Committee) who shall keep its records and who shall hold office during the
pleasure of the Committee.
SECTION 18. MEETINGS.
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(a) Regular meetings of the Committee may be held without notice of the
time, place or purposes thereof and shall be held at such times and places
within or without the State of Ohio as the Committee may from time to time
determine.
(b) Special meetings may be held upon notice of the time, place and
purposes thereof at any place within or without the State of Ohio and until
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otherwise ordered by the Committee shall be held at any time and place at the
call of the Chairman or any two members of the Committee.
(c) At any regular or special meeting the Committee may exercise any or
all of its powers, and any business which shall come before any regular or
special meeting may be transacted thereat, provided a majority of the Committee
is present, but in every case the affirmative vote of a majority of all of the
members of the Committee shall be necessary to take any action.
(d) Any authorized action by the Committee may be taken without a
meeting by a writing signed by all the members of the Committee.
SECTION 19. POWERS.
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Except as its powers, duties and functions may be limited or prescribed
by the directors, during the intervals between the meetings of the directors,
the Committee shall possess and may exercise all the powers of the directors
provided that the Committee shall not be empowered to declare dividends, elect
or remove officers, fill vacancies among the directors or Executive Committee,
adopt an agreement of merger or consolidation, recommend to the shareholders the
sale, lease or exchange of all or substantially all of the Corporation's
property and assets, nor recommend to the shareholders a dissolution of the
Corporation or revocation of a dissolution. All actions of the Committee shall
be reported to the directors at their meeting next succeeding such action and
shall be subject to revision or alteration by the directors, provided that no
rights of any third person shall be affected thereby.
SECTION 20. OTHER COMMITTEES.
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The directors may elect other committees from among the directors in
addition to or in lieu of an Executive Committee and give to them any of the
powers which under the foregoing provisions could be vested in an Executive
Committee. Sections 17 and 18 shall be applicable to such other committees.
OFFICERS
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SECTION 21. OFFICERS DESIGNATED.
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The directors, at their organization meeting or at a special meeting
held in lieu thereof, shall elect a Chairman of the Board, a President, a
Secretary, a Treasurer and, in their discretion, one or more Vice Presidents, an
Assistant Secretary or Secretaries, an Assistant Treasurer or Treasurers, and
such other officers as the directors may deem appropriate. The Chairman of the
Board and the President shall be, and the other officers may, but need not be,
chosen from among the directors. Any two or more of such offices other than that
of President and
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Vice President, or 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 if such
instrument is required by law, the Articles of Incorporation, these Regulations
or any by-laws to be executed, acknowledged, or verified by two or more
officers.
SECTION 22. TENURE OF OFFICE.
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The officers of the Corporation shall hold office for such terms as the
directors shall determine from time to time. The directors may remove any
officer at any time with or without cause by a majority vote of the directors in
office at the time. A vacancy, however created, in any office may be filled by
election by the directors.
SECTION 23. CHAIRMAN OF THE BOARD.
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The Chairman of the Board shall preside at meetings of the shareholders
and directors, shall initiate and develop broad corporate policies and shall
have such other powers and duties as may be prescribed by the directors. Except
where the signature of the President is required by law, the Chairman of the
Board shall possess the same power as the President to execute all authorized
deeds, mortgages, bonds, contracts and other instruments and obligations in the
name of the Corporation.
SECTION 24. PRESIDENT.
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The President shall be the chief executive officer of the Corporation
and shall have general supervision over its property, business and affairs,
subject to the directions of the Chairman of the Board and/or the directors.
Unless otherwise determined by the directors, he shall have authority to execute
all authorized deeds, mortgages, bonds, contracts and other instruments and
obligations in the name of the Corporation, and in the absence of the Chairman
of the Board shall preside at meetings of the shareholders and the directors. He
shall have such other powers and duties as may be prescribed by the directors.
SECTION 25. VICE PRESIDENTS.
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The Vice Presidents shall have such powers and duties as may be
prescribed by the directors or as may be delegated by the Chairman of the Board
or the President.
SECTION 26. SECRETARY.
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The Secretary shall attend and keep the minutes of all meetings of the
shareholders and of the directors. He shall keep such books as may be required
by
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the directors and shall give all notices of meetings of shareholders and
directors, provided, however, that any persons calling such meetings may, at
their option, themselves give such notice. He shall have such other powers and
duties as may be prescribed by the directors.
SECTION 27. TREASURER.
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The Treasurer shall receive and have in charge all money, bills, notes,
bonds, stocks in other corporations and similar property belonging to the
Corporation and shall do with the same as shall be ordered by the directors. He
shall keep accurate financial accounts and hold the same open for inspection and
examination of the directors. On the expiration of his term of office, he shall
turn over to his successor, or the directors, all property, books, papers and
money of the Corporation in his hands. He shall have such other powers and
duties as may be prescribed by the directors.
SECTION 28. OTHER OFFICERS.
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The Assistant Secretaries, Assistant Treasurers, if any, and the other
officers, if any, shall have such powers and duties as the directors may
prescribe.
SECTION 29. DELEGATION OF DUTIES.
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The directors are authorized to delegate the duties of any officers to
any other officer and generally to control the action of the officers and to
require the performance of duties in addition to those mentioned herein.
SECTION 30. COMPENSATION.
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The directors are authorized to determine or to provide the method of
determining the compensation of all officers.
SECTION 31. BOND.
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Any officer or employee, if required by the directors, shall give bond
in such sum and with such security as the directors may require for the faithful
performance of his duties.
SECTION 32. SIGNING CHECKS AND OTHER INSTRUMENTS.
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The directors are authorized to determine or provide the method of
determining how checks, notes, bills of exchange and similar instruments shall
be signed, countersigned or endorsed.
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INDEMNIFICATION OF DIRECTORS AND OFFICERS
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SECTION 33. INDEMNIFICATION.
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The Corporation shall indemnify any director or officer and any former
director or officer of the Corporation and any such director or officer who is
or has served at the request of the Corporation as a director, officer or
trustee of another corporation, partnership, joint venture, trust or other
enterprise (and his heirs, executors and administrators) against expenses,
including attorney's fees, judgments, fines and amounts paid in settlement,
actually and reasonably incurred by him by reason of the fact that he is or was
such director, officer or trustee in connection with any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative to the full extent permitted by applicable law. The
indemnification provided for herein shall not be deemed to restrict the power of
the Corporation (i) to indemnify employees, agents and others to the extent not
prohibited by law, (ii) to purchase and maintain insurance or furnish similar
protection on behalf of or for any person who is or was a director, officer or
employee of the Corporation, or any person who is or was serving at the request
of the Corporation as a director, officer, trustee, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise against any
liability asserted against him or incurred by him in any such capacity or
arising out of his status as such, and (iii) to enter into agreements with
persons of the class identified in clause (ii) above indemnifying them against
any and all liabilities (or such lesser indemnification as may be provided in
such agreements) asserted against or incurred by them in such capacities.
PROVISIONS IN ARTICLES OF INCORPORATION
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SECTION 34. PROVISIONS IN ARTICLES OF INCORPORATION.
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These Regulations are at all times subject to the provisions of the
Articles of Incorporation of the Corporation as the same may be in effect from
time to time, including without limitation the provisions of said Articles of
Incorporation granting the holders of "Serial Shares" the right to elect two
members of the Board of Directors during the pendency of any default in
dividends on the Serial Shares as said terms are defined in said Articles of
Incorporation.
LOST CERTIFICATES
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SECTION 35. LOST CERTIFICATES.
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The directors may direct a new certificate to be issued in place of any
certificate theretofore issued by the Corporation alleged to have been lost,
stolen or destroyed, upon such terms and conditions as they may deem advisable
upon satisfactory proof of loss or destruction thereof. When authorizing such
issue of a
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new certificate, the directors may, as a condition precedent to the issuance
thereof, require the owner of such lost, stolen or destroyed certificate, or his
legal representative, to advertise the same in such manner as the directors
shall require and/or to give the Corporation a suitable bond or indemnity
against loss by reason of the issuance of a new certificate.
RECORD DATES
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SECTION 36. RECORD DATES.
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For any lawful purpose, including, without limitation, the
determination of the shareholders who are entitled to: (i) receive notice of or
to vote at a meeting of shareholders; (ii) receive payment of any dividend or
distribution; (iii) receive or exercise rights of purchase of or subscription
for, or exchange or conversion of, shares or other securities, subject to
contract rights with respect thereto; or (iv) participate in the execution of
written consents, waivers, or releases, the directors may fix a record date
which shall not be a date earlier than the date on which the record date is
fixed and, in the cases provided for in clauses (i), (ii) and (iii) above, shall
not be more than sixty (60) nor fewer than ten (10) days, unless the Articles of
Incorporation specify a shorter or a longer period for such purpose, preceding
the date of the meeting of the shareholders, or the date fixed for the payment
of any dividend or distribution, or the date fixed for the receipt or the
exercise of rights, as the case may be.
AMENDMENTS
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SECTION 37. AMENDMENTS.
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(a) These Regulations may be altered, changed or amended in any respect
or superseded by new Regulations in whole or in part, by the affirmative vote of
the holders of a majority of the Voting Shares present in person or by proxy at
an annual or special meeting called for such purpose.
(b) Notwithstanding the provisions of Section 37(a) hereof and
notwithstanding the fact that a lesser percentage may be specified by law or in
any agreement with any national securities exchange or any other provision of
these Regulations, the amendment, alteration, change or repeal of, or adoption
of any provisions inconsistent with, Sections 7, 9 or 10 of these Regulations
shall require the affirmative vote of at least seventy-five (75) percent of the
Voting Shares, present in person or by proxy, at any annual meeting or special
meeting duly called for the purpose of acting on any such amendment, alteration,
change, repeal or adoption, unless such amendment, alteration, change, repeal or
adoption has been recommended by at least two-thirds of the Board of Directors
of the Corporation then in office, in which event the provisions of Section
37(a) hereof shall apply.
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