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EXHIBIT 3.2
BYLAWS
OF
SOUTHERN ARIZONA BANCORP
ARTICLE I
Offices
1.1 Principal office. The principle office of the Corporation in the
State of Arizona shall be located Yuma County until otherwise established by a
vote of a majority of the Board of Directors in office.
1.2 Other offices. The Corporation also may have offices at such
other places within or without the State of Arizona as the Board of Directors
from time to time may appoint or the business of the Corporation may require.
ARTICLE II
Meetings of Shareholders
2.1 Place of Shareholders meetings. All meetings of the Shareholders
of the Corporation shall be held at the principal office of the Corporation
unless another place, within or outside Arizona, is designated in the notice of
such meeting.
2.2 Annual meeting. The Board of Directors may fix the date and time
of the annual meeting of the Shareholders, but if no such date and time is fixed
by the Board, the meeting for any calendar year shall be held at 7:30 P.M., on
the second Thursday in February in such year. If that day is a legal holiday,
the meeting shall be held on the next succeeding day which is not a legal
holiday. At that meeting, the Shareholders entitled to vote shall elect
Directors and shall transact such other business as properly may be brought
before the meeting.
2.3 Special meetings.
(a) Special meetings of the Shareholders of the Corporation
for any purpose or purposes may be called at any time by the President, the
Board of Directors, or Shareholders entitled to cast at least one-half (1/2) of
the votes which all Shareholders are entitled to cast at the particular meeting.
(b) Upon written direction to the secretary by any of the
foregoing persons who have called a special meeting, which written request shall
state the purpose of the meeting, it shall be the duty of the secretary to fix
the date and time of the meeting,
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not fewer than ten (10) nor more than fifty (50) days after the receipt of the
direction, and to give due notice thereof. If the secretary shall neglect or
refuse to fix the date and time of such meeting and give due notice thereof, the
person or persons calling the meeting may do so.
2.4 Notice and purpose of meetings; waiver.
(a) Written notice stating the place, day and hour of the
meeting and, in case of a special meeting, the purpose or purposes for which the
meeting is called, shall be delivered to each Shareholder of record entitled to
vote at the meeting, at his address of record, at least ten (10) and not more
than fifty (50) days prior to the date of the meeting.
(b) Every notice of a special meeting shall state briefly the
purpose or purposes thereof but no action taken at the meeting shall be void or
ultra vires because such action was not specified as one of the purposes of the
meeting in the notice.
(c) A Shareholder may waive the notice of meeting by
attendance, either in person or by proxy, at the meeting, or by so stating in
writing, either before or after such meeting. Attendance at a meeting for the
express purpose of objecting that the meeting was not lawfully called or
convened shall not, however, constitute a waiver of notice.
2.5 Quorum, manner of acting and adjournment.
(a) Except as otherwise provided by law or the Articles of
Incorporation, a quorum at all meetings of Shareholders shall consist of the
holders of record of a majority of the shares entitled to vote thereat,
represented in person or by proxy. Treasury shares shall not be voted and shall
not be counted in determining the total number of outstanding shares for voting
purposes. The Shareholders present in person or by proxy at a duly organized
meeting may continue to do business until adjournment, notwithstanding the
withdrawal or temporary absence of sufficient shares to reduce the number
present to less than a quorum.
(b) If a meeting cannot be duly organized because a quorum has
not attended, the Shareholders entitled to vote and present in person or
represented by proxy may adjourn the meeting to such time and place as they may
determine. At any such adjourned meeting at which a quorum may be present, such
business may be transacted as might have been transacted at the meeting as
originally called. No notice of any adjourned meeting of the Shareholders of the
Corporation shall be required to be given, except by announcement at the
meeting, unless the adjournment is for more than thirty (30) days or after the
adjournment of a new record date is fixed for the adjourned meeting. Any meeting
at which Directors are to be elected shall be adjourned only from day to day, as
may be directed by Shareholders who are present in person or by proxy and who
are entitled to cast at least a majority
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of the votes which all such Shareholders would be entitled to cast at an
election of Directors, until such Directors are elected.
(c) Except as otherwise specified in the Articles, these
Bylaws or as provided by statute, the acts, at a duly organized meeting, of the
Shareholders present, in person or by proxy, entitled to cast at least a
majority of the votes which all Shareholders present in person or by proxy are
entitled to cast shall be the acts of the Shareholders.
2.6 Closing of transfer books; record date.
(a) In order to determine the holders of record of the
Corporation's shares who are entitled to notice of meetings, to vote at any
meeting of Shareholders or any adjournment thereof, and to receive payment of
any dividend, or to make a determination of the Shareholders of record for any
other proper purpose, the Board of Directors of the Corporation may order that
the share transfer books be closed for a period not to exceed sixty (60) days.
(b) In lieu of closing the share transfer books, the Board of
Directors may fix a date as the record date for such determination of
Shareholders. Such date shall be no less than ten (10) days prior to the date of
the action which requires such determination, nor more than sixty (60) days in
advance of such meeting.
(c) When a determination of Shareholders entitled to vote at
any meeting has been made as provided in this section, such determination shall
apply to any adjournment of such meeting, except when the determination has been
made by the closing of the share transfer books and the stated period of closing
has expired.
2.7 Presiding officer; order of business.
(a) Meetings of the Shareholders shall be presided over by the
Chairman of the Board, if there be one, or if he is not present, by the Vice
Chairman of the Board, if there be one, or if he is not present, by the
president, or if he is not present, by a vice president, or if he is not
present, by a chairman to be chosen by a majority of the Shareholders entitled
to vote at the meeting, but if neither the secretary nor an assistant secretary
is present, the presiding officer shall choose any person present to act as
secretary of the meeting.
(b) The order of business shall be as follows:
(1) Call of meeting to order;
(2) Proof of notice or waiver of notice of meeting;
(3) Reading or waiver of reading of minutes of last
previous annual meeting of Shareholders;
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(4) Reports of officers;
(5) Reports of committees;
(6) Election of Directors (if appropriate);
(7) Miscellaneous business.
Notwithstanding the foregoing, a contrary order may be established in the notice
of the meeting or by motion having precedence after the call of the meeting to
order.
2.8 Voting.
(a) Except with respect to the election of Directors, each
Shareholder of record except the holder of shares which have been called for
redemption and with respect to which an irrevocable deposit of funds has been
made, shall have the right, at every Shareholders' meeting, to one (1) vote for
every share, and to a fraction of a vote with respect to every fractional share,
of stock of the Corporation standing in his name on the books of the Corporation
as may be provided in the Articles, and to one (1) vote for every share, if no
express provision for voting rights is made in the Articles. Treasury shares
shall not be voted, directly or indirectly, at any meeting of Shareholders or be
counted in connection with the expression of consent or dissent to corporate
action in writing without a meeting.
(b) Every Shareholder entitled to vote at a meeting of
Shareholders or to express consent or dissent to corporate action in writing
without a meeting may authorize another person or persons to act for him by
proxy. Every proxy shall be executed in writing by the Shareholder or by his
duly authorized attorney-in-fact and shall be filed with the secretary of the
Corporation before the taking of any vote on the issue as to which the proxy
intends to act. A proxy, unless coupled with an interest, shall be revocable at
will, notwithstanding any other agreement or any provision in the proxy to the
contrary, but the revocation of a proxy shall not be effective until notice
thereof has been given to the secretary of the Corporation. No unrevoked proxy
shall be valid after eleven (11) months from the date of its execution, unless a
longer time is expressly provided therein, but in no event shall any proxy,
unless coupled with an interest, be voted after three (3) years from the date of
its execution. A proxy shall not be revoked by the death or incapacity of the
maker unless, before the vote is counted or quorum is determined, written notice
of such death or incapacity is given to the Corporation. A proxy coupled with an
interest shall include an unrevoked proxy in favor of a creditor of a
Shareholder and such a proxy shall be valid as long as the debt owed by such
Shareholder to the creditor remains unpaid and is not barred.
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2.9 Voting Lists.
(a) A complete list of the Shareholders of the Corporation
entitled to vote at the ensuing meeting, arranged in alphabetical order, and
showing the address of, and number of shares owned by, each Shareholder, shall
be prepared by the secretary, or other officer of the Corporation having charge
of the share transfer books. This list shall be kept on file for a period of at
least five (5) days prior to the meeting at the registered office of the
Corporation in the State of Arizona and shall be subject to inspection during
the usual business hours of such period by any Shareholder. This list also shall
be produced and kept open at the time and place of the meeting and shall be
subject to inspection by any Shareholder at any time during the meeting.
(b) The original hare transfer books shall be prima facie
evidence as to who are the Shareholders entitled to examine such list or to vote
at any meeting of the Shareholders.
(c) Failure to comply with the requirements of this section
shall not affect the validity of any action taken at such meeting of the
Shareholders.
ARTICLE III
Board of Directors
3.1 Powers. The Board of Directors shall have full power to conduct,
manage and direct the business and affairs of the Corporation; and all powers of
the corporation, except those specifically reserved or granted to the
Shareholders by statute, by the Articles of Incorporation or these Bylaws, are
hereby granted to and vested in the Board of Directors.
3.2 Number and term of office. The Board of Directors shall consist
of such number of Directors, not fewer than five (5) nor more than fifteen (15)
as may be determined from time to time by resolution of the Board of Directors.
One-third (1/3) of the initial board of directors shall be elected to three (3)
year terms, one-third (1/3) to two (2) year terms, and one-third (1/3) to one
(1) year terms. Thereafter one-third (1/3) of the board shall be elected each
year in order to provide for a staggered board of directors. One-third (1/3) of
the Directors shall be elected annually by the Shareholders and shall serve a
three (3) year term of office.
3.3 Qualification and election.
(a) All Directors of the Corporation shall be natural persons
of at least eighteen (18) years of age, and need not be residents of Arizona or
Shareholders in the Corporation. Except in the case of vacancies, Directors
shall be elected by the Shareholders. Upon the Demand of any Shareholder or his
proxy at any meeting of Shareholders for the election of Directors, the Chairman
of the meeting shall call for and shall afford a reasonable opportunity for the
making of nominations for the office
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of Director. Any Shareholder or his proxy may nominate as many persons for the
office of Director as there are positions to be filled. If nominations for the
office of Director have been called for as herein provided, only candidates who
have been nominated in accordance herewith shall be eligible for election.
(b) In all elections for Directors, every Shareholder entitled
to vote shall have the right to multiply the number of votes to which he may be
entitled by the total number of Directors to be elected in the same election,
and he may cast the whole number of such votes for one candidate or he may
distribute them among any two (2) or more candidates. The candidates receiving
the highest number of votes shall be elected.
3.4 Presiding officer. Meeting of the Board of Directors shall be
presided over by the Chairman of the Board, if there be one, or if he is not
present, by the Vice Chairman of the Board, if there be one, or if he is not
present, by the president, or if he is not present, by a vice president, or if
he is not present, by a Chairman to be chosen by a majority of the Board of
Directors at the meeting. The secretary of the Corporation, or in his absence,
an assistant secretary, shall act as secretary of every meeting, but if neither
the secretary nor an assistant secretary is present, the Chairman shall choose
any person present to act as secretary of the meeting.
3.5 Resignations. Any Director of the Corporation may resign at any
time by giving written notice to the president or the secretary of the
corporation. Such resignation shall take effect at the date of the receipt of
such notice or at any later time specified therein and, unless otherwise
specified therein, the acceptance of such resignation shall not be necessary to
make it effective.
3.6 Vacancies.
(a) The Board of Directors may declare vacant the office of a
Director if he is declared of unsound mind by an order of court, or if he has
been convicted of a felony, or for any other proper cause, or if within sixty
(60) days after notice of his election, he does not accept such office either in
writing or by attending a meeting of the Board of Directors.
(b) Any vacancy or vacancies in the Board of Directors because
of death, resignation, removal in any manner other than under the provisions of
Section 3.07 of this Article, disqualification, an increase in the number of
Directors, or any other cause, may be filled by a vote of the majority of the
remaining members of the Board of Directors though less than a quorum, at any
regular or special meting; and the Director or Directors so elected shall
continue in office until the next annual election of the Directors of the
Corporation and until their successors shall have been elected and qualified, or
until their death, resignation or removal.
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3.7 Removal.
(a) At any special meeting called for the purpose of removing
or electing Directors, the entire Board of Directors, or any individual
Director, may be removed from office without assigning any cause, by a vote of
the holders of a majority of the shares then entitled to vote at an election of
Directors. Despite the foregoing sentence, if less than the entire board is to
be removed, no one of the Directors may be removed if the votes cast against his
removal would be sufficient to elect him if then cumulatively voted at an
election of the entire Board of Directors.
(b) In case the Board, or any one or more Directors is so
removed, new Directors may be elected at the same meeting. If the Shareholders
fail to elect persons to fill the unexpired term or terms of the Director or
Directors removed, such unexpired terms shall be considered vacancies on the
Board to be filled by the remaining Directors.
3.8 Place of meeting. The Board of Directors may hold its meetings at
such place or places within Arizona, or elsewhere as the Board of Directors may
from time to time appoint, or as may be designed in the notice calling the
meeting.
3.9 Organization meeting. Within thirty (30) days after each annual
election of Directors or other meeting at which the entire Board of Directors is
elected, the newly elected Board of Directors shall meet for the purpose of
organization, for the election of such officers as they wish to consider at the
time, and for the transaction of any other business, at the place where such
election of Directors was held. Notice of such meeting need not be given. Such
organization meeting may be held at any other time or place which shall be
specified in a notice given as hereinafter provided for special meetings of the
Board of Directors.
3.10 Regular meetings. Regular meetings of the Board of Directors
shall be held at such time and place as shall be designated from time to time by
resolution of the Board of Directors. If the date fixed for any such regular
meeting is a legal holiday under the laws of the state where such meeting is to
be held, then the meeting shall be held on the next succeeding business day, not
a Saturday, or at such other time as may be determined by resolution of the
Board of Directors. At such meetings, the Directors shall transact such business
as may properly be brought before the meeting. Notice of regular meetings need
not be given.
3.11 Special meetings. Special meetings of the Board of Directors
shall be held whenever called by the Chairman of the Board, the president or by
two (2) or more of the Directors. Notice of each such meeting shall be given to
each Director by telephone or in writing at least two (2) hours (in the case of
notice by telephone) or twenty-four (24) hours (in case of notice by mail)
before the time at which the meeting is to be held. Every
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such notice shall state the time and place of the meeting, but need not state
the purpose of, nor the business to be transacted at, such meeting.
3.12 Quorum, manner of acting and adjournment. A majority of the
Directors in office shall be present at each meeting in order to constitute a
quorum for the transaction of business. Except as otherwise specified in the
Articles or these Bylaws, or provided by statute, the acts of the majority of
the Directors present at the meeting at which a quorum is present shall be the
acts of the Board of Directors. In the absence of a quorum, a majority of the
Directors present may adjourn the meeting from time to time until a quorum be
present, and no notice of any adjourned meeting need be given, other than by
announcement at the meeting. The Directors shall act only as a Board and the
individual Directors shall have no power as such; provided, however, that any
action which may be taken at a meeting of the Board may be taken without a
meeting if a consent or consents in writing setting forth the action so taken is
signed by all of the Directors in office and is filed with the secretary of the
Corporation.
3.13 Executive and other committees.
(a) The Board of Directors, by resolution adopted by a
majority of the whole Board, may designate from among its members an Executive
Committee and one (1) or more other committees, each committee to consist of two
(2) or more Directors. The Board may designate one (1) or more Directors as
alternate members of any committee, who may replace any absent or disqualified
member of any meeting of the committee. In the absence or disqualification of a
member, and the alternate or alternates, if any, designated for such member, of
any committee, the member or members thereof present at any meeting and not
disqualified from voting, whether or not he or they constitute a quorum, may
unanimously appoint another Director to act at the meeting in the place of any
such absent or disqualified member.
(b) Except as otherwise provided in this section, the
Executive Committee shall have and exercise all of the authority of the Board in
the management of the business and affairs of the Corporation and any other
committee shall have and exercise the authority of the Board to the extent
provided in the resolution designating the committee.
(c) No such committee of the Board shall have the authority of
the Board in reference to:
(1) Amending the Bylaws of the Corporation;
(2) Declaring any dividend;
(3) Issuing any authorized but unissued share;
(4) Establishing and designating any class or
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series of shares and fixing and determining the relative rights and preferences
thereof, changing the registered office of the Corporation, or otherwise
effecting any amendment of the Articles of Incorporation of the Corporation; or
(5) Recommending to the Shareholders any plan for the
sale, lease or exchange of all or substantially all of the property and assets
of the Corporation, any amendment of the Articles of Incorporation, any plan of
merger or consolidation, any voluntary dissolution of the Corporation or any
revocation of any election of the Corporation to dissolve voluntarily.
(d) A majority of the Directors in office designated to a
committee, or Directors designated to replace them as provided in this section,
shall be present at each meeting to constitute a quorum for the transaction of
business and the acts of a majority of the Directors in office designated to a
committee or their replacements shall be the acts of the committee.
(e) Each committee shall keep regular minutes of its
proceedings and report such proceedings periodically to the Board of Directors.
(f) Sections 3.10, 3.11 and 3.12 shall be applicable to
committees of the Board of Directors.
3.14 Interested Directors or Officers; quorum.
(a) No contract or transaction between the Corporation and one
or more of its Directors or officers, or between the Corporation and any other
corporation, partnership, association, or other organization in which one (1) or
more of its Directors or officers are Directors or officers, or have a financial
interest, shall be either void or voidable solely for such reason, or solely
because the Director of officer is present at or participates in the meeting of
the Board which authorized the contract or transaction, or solely because his or
their votes are counted for such purpose, if:
(1) The material facts as to his interest and as to the
contract or transaction are disclosed or are known to the Board of Directors and
the Board in good faith authorizes the contract or transaction by a vote
sufficient for such purpose without counting the vote of the interested Director
or Directors; or
(2) The material facts as to his interest and as to the
contract or transaction are disclosed or are known to the Shareholders entitled
to vote thereon, and the contract or transaction is specifically approved in
good faith by vote of the Shareholders; or
(3) The contract or transaction is fair as to the
Corporation as of the time it is authorized, approved or ratified by the Board
of Directors or the Shareholders.
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(b) Common or interested Directors may be counted in
determining the presence of a quorum at a meeting of the Board of Directors
which authorizes, approves or ratifies a contract or transaction specified in
this section.
3.15 Compensation. Directors, and members of any committee of the
Board of Directors, shall be entitled to such reasonable compensation for their
services as Directors and members of any such committee as shall be fixed from
time to time by resolution of the Board of Directors, and also shall be entitled
to reimbursement for any reasonable expenses incurred in attending such
meetings. Any Director receiving compensation under these provisions shall not
be barred from serving the Corporation in any other capacity and receiving
reasonable compensation for such other services. Directors' compensation may
also be made upon a deferred basis if approved by the Board of Directors.
3.16 Dividends. Subject always to the provisions of law and the
Articles of Incorporation, the Board of Directors shall have full power to
determine whether any, and, if so, what part, of the funds legally available for
payment of dividends shall be declared in dividends and paid to the Shareholders
of the Corporation. The Board of Directors may fix a sum which may be set aside
or reserved over and above the paid-in capital of the Corporation for working
capital or as a reserve for any proper purpose, and from time to time may
increase, diminish and vary such fund in the Board's absolute judgment and
discretion.
3.17 Sale, mortgage or lease of assets.
(a) The sale, lease, exchange or other disposition of all or
substantially all of the property and assets of the Corporation in the usual and
regular course of its business and the mortgage or pledge of any or all property
and assets of the Corporation, whether or not in the usual and regular course of
business, may be made upon such terms and conditions and for such consideration,
which may consist in whole or in part of cash or other property, including
shares, obligations, or other securities of any other corporation, domestic or
foreign, as are authorized by its Board of Directors; and in any such case no
authorization or consent of the Shareholders shall be required.
(b) A sale, lease, exchange or other disposition of all or
substantially all of the property and assets of the Corporation, with or without
its goodwill, if not in the usual and regular course of its business, may be
made upon such terms and conditions and for such consideration, which may
consist in whole or in part of cash or other property, including shares,
obligations, or other securities of any other corporation, domestic or foreign,
as may be authorized in the following manner:
(1) The Board of Directors shall adopt a resolution
recommending the sale, lease, exchange or other disposition and
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directing the submission thereof to a vote at a meeting of Shareholders, which
may be either an annual or special meeting.
(2) Not less than ten (10) nor more than fifty (50)
days before such meeting, written notice shall be given to each Shareholder of
record, whether or not entitled to vote at such meeting, in the manner provided
in these Bylaws for the giving of notice of meetings of Shareholders. Whether
the meeting is an annual or a special meeting, said notice shall state that the
purpose or one of the purposes of said meeting is to consider the proposed sale,
lease, exchange or other disposition.
(3) At such meeting the Shareholders may authorize the
sale, lease, exchange, or other disposition and may fix, or authorize the Board
of Directors to fix, any or all of the terms and conditions thereof and the
consideration to be received by the Corporation therefor. Such authorization
shall require the affirmative vote of two-thirds of the shares of the
Corporation entitled to vote thereon, unless any class of shares is entitled to
vote therein as a class, in which event the authorization shall require the
affirmative vote of the holders of two-thirds of the shares of each class of
shares entitled to vote as a class thereon and of the total shares entitled to
vote therein.
(4) After such authorization by a vote of
Shareholders, the Board of Directors nevertheless, in its discretion, may
abandon the sale, lease, exchange, or other disposition of assets, subject to
the rights of third parties under any contracts relating thereto, without
further action or approval by Shareholders.
3.18 Certain board actions.
(a) The Board of Directors, when evaluating any offer of
another party to (i) make a tender or exchange offer for the equity securities
of the Corporation or any subsidiary, (ii) merge or consolidate the Corporation
or any subsidiary with another corporation, or (iii) purchase or otherwise
acquire all or substantially all of the properties and assets of the
Corporation, or of any subsidiary, shall, in connection with the exercise of its
judgment in determining what is in the best interests of the Corporation and its
Shareholders, give due consideration to all relative factors, including by way
of illustration, but not of limitation, any or all of the following:
(1) Whether the offer is acceptable based on
historical operating results, the financial condition of the Corporation and its
subsidiaries, and its future prospects;
(2) Whether a more favorable offer could be obtained
for the Corporation's or its subsidiaries' securities or assets in the
foreseeable future;
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(3) The social, economic or any other material impact
which an acquisition of the equity securities of the Corporation or
substantially all of its assets would have upon the employees and customers of
the Corporation and its subsidiaries and the community which they serve;
(4) The reputation and business practices of the
offeror and its management and affiliates as they would affect the employees and
customers of the Corporation and its subsidiaries and the future value of the
Corporation's stock;
(5) The value of the securities, if any, which the
offeror is offering in exchange for the Corporation's or its subsidiaries'
securities or assets based on an analysis of the worth of the Corporation or of
its subsidiaries as compared to the offeror corporation or other entity whose
securities are being offered; and
(6) Any antitrust or other legal or regulatory issues
that are raised by the offer.
(b) If the Board of Directors determines that an offer should
be rejected, it may take any lawful action to accomplish its purpose including,
but not limited to, any and all of the following:
(1) Advising Shareholders not to accept the offer;
(2) Litigation against the offeror;
(3) Filing complaints with any governmental and
regulatory authorities;
(4) Acquiring the Corporation's securities;
(5) Selling or otherwise issuing authorized but
unissued securities or treasury stock or granting options with respect thereto;
(6) Acquiring a company to create an antitrust or
other regulatory problem for the offeror;
(7) Obtaining a more favorable offer from another
individual or entity.
(c) Notwithstanding the fact that by law or by agreement with
a national securities exchange or otherwise, no vote, or a lesser vote, of
Shareholders may be specified or permitted, the affirmative vote of the holders
of two-thirds of the outstanding shares of Common Stock of the Corporation shall
be required to approve any offer described in Section 3.18(a).
3.19 Stock options. The Board of Directors, by resolution, may
adopt such stock option plans and/or ESOP plans for its
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officers, directors and employees as may from time to time be deemed to be in
the best interest of the Corporation.
ARTICLE IV
Notice; Waivers; Meetings
4.1 Notice - what constitutes. Whenever written notice is required to
be given to any person under the provisions of the Articles, these Bylaws, or
the statutes, it may be given to such person, either personally or by sending a
copy thereof through the mail, or by telegraph, charges prepaid, to his address
appearing on the books of the Corporation, or supplied by him to the Corporation
for the purpose of notice. If the notice is sent by mail or by telegraph, it
shall be deemed to have been given to the person entitled thereto when deposited
in the United States mail or with a telegraph office for transmission to such
person. A notice of a meeting shall specify the place, day and hour of the
meeting.
4.2 Waiver of notice.
(a) Whenever any written notice is required to be given under
the provisions of the Articles, these Bylaws, or the statutes, a waiver thereof
in writing, signed by the person or persons entitled to such notice, whether
before or after the time stated therein, shall be deemed equivalent to the
giving of such notice. Neither the business to be transacted at nor the purpose
of the meeting need be specified in the waiver of notice of such meeting.
(b) Attendance of a person, either in person or by proxy, at
any meeting shall constitute a waiver of notice of such meeting, except when a
person attends a meeting for the express purpose of objecting to the transaction
of any business because the meeting is not lawfully called or convened.
4.3 Conference by telephone meetings. One (1) or more Directors or
Shareholders may participate in a meeting of the Board, of a committee of the
Board or of the Shareholders by means of conference telephone or similar
communications equipment by means of which all persons participating in the
meeting can hear each other. Participation in a meeting pursuant to this section
shall constitute presence in person at such meeting.
ARTICLE V
Officers
5.1 Number, qualifications and designation. The officers of the
Corporation shall be a president, one (1) or more vice presidents, a secretary,
a treasurer, and such other officers as may be elected in accordance with the
provisions of section 5.03 of this Article. Any two (2) or more offices may be
held by the same person, except the offices of president and secretary. Officers
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may, but need not be, Directors or Shareholders of the Corporation. The Board of
Directors may elect from among the members of the Board a Chairman of the Board
and a Vice Chairman of the Board who shall be officers of the Corporation.
5.2 Election and term of office. The officers of the Corporation,
except those elected by delegated authority pursuant to Section 5.03 of this
Article, shall be elected by the Board of Directors, and each such officer shall
hold his office during the pleasure of the Board and until his successor shall
have been duly elected and qualified, or until his death, resignation or
removal.
5.3 Subordinate officers, committees and agents. The Board of
Directors from time to time may elect such other officers and appoint such
committees, employees or other agents as the business of the Corporation may
require, including one (1) or more assistant secretaries, and one or more
assistant treasurers, each of whom shall hold office for such period, have such
authority, and perform such duties as are provided in these Bylaws, or as the
Board of Directors from time to time may determine. The Directors may delegate
to any officer or committee the power to elect subordinate officers and to
retain or appoint employees or other agents.
5.4 Resignations. Any officer or agent may resign at any time by
giving written notice to the Board of Directors, or to the president or the
secretary of the Corporation. Any such resignation shall take effect at the date
of the receipt of such notice or at any later time specified therein and, unless
otherwise specified therein, the acceptance of such resignation shall not be
necessary to make it effective.
5.5 Removal. Any officer, committee, employee or other agent of the
Corporation may be removed, with or without cause, by the Board of Directors or
other authority which elected or appointed such officer, committee or other
agent whenever in the judgment of such authority the best interests of the
Corporation will be served thereby. Such removal shall not prejudice the
contract rights, if any, of the person so removed.
5.6 Vacancies. A vacancy in any office because of death, resignation,
removal, disqualification or any other cause shall be filled by the Board of
Directors or by the officer or committee to which the power to fill such office
has been delegated pursuant to Section 5.03 of this Article, as the case may be,
and if the office is one for which these Bylaws prescribe a term, shall be
filled for the unexpired portion of the term.
5.7 General powers. All officers of the Corporation, as between
themselves and the Corporation, shall, respectively, have such authority and
perform such duties in the management of the property and affairs of the
Corporation as may be determined by resolution of the Board of Directors, or in
the absence of
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controlling provisions in a resolution of the Board of Directors, as may be
provided in these Bylaws.
5.8 The Chairman and Vice Chairman of the Board. The Chairman of the
Board, or in his absence the Vice Chairman of the Board, shall preside at all
meetings of the Shareholders and the Board of Directors, and shall perform such
other duties as may from time to time be requested of him by the Board of
Directors.
5.9 The Chief Executive Officer. The Chief Executive Officer of the
Corporation shall be such person as designated by the Board of Directors to
serve in such capacity and shall perform such duties as from time to time may be
requested of him by the Board of Directors.
5.10 The President. The president shall have general supervision over
the business and operation of the Corporation, subject, however, to the control
of the Board of Directors. He shall sign, execute and acknowledge, in the name
of the Corporation, deeds, mortgages, bonds, contracts or other instruments,
authorized by the Board of Directors, except in cases where the signing and
execution thereof shall be expressly delegated by the Board of Directors, or by
these Bylaws, to some other officer or agent of the Corporation, and, in
general, shall perform all duties incident to the office of president, and such
other duties as from time to time may be assigned to him by the Board of
Directors.
5.11 The Vice Presidents. The vice presidents, in the order designated
by the Board of Directors, shall perform the duties of the president in his
absence or disability. Each vice president shall have such other duties as from
time to time may be assigned to him by the Board of Directors or by the
president.
5.12 The Secretary. The secretary or an assistant secretary shall
attend all meetings of the Shareholders and the Board of Directors and shall
record all the votes of the Shareholders and the Directors and the minutes of
the meetings of the Shareholders and Board of Directors and committees of the
Board in a book or books to be kept for that purpose; shall see that notices are
given and records and reports properly kept and filed by the Corporation as
required by law; shall be the custodian of the seal of the Corporation; and, in
general, shall perform all duties incident to the office of secretary, and such
other duties as from time to time may be assigned to him by the Board of
Directors or the president.
5.13 The Treasurer. The treasurer or an assistant treasurer shall have
or provide for the custody of the funds or other property of the Corporation and
shall keep a separate book account of the same to his credit as treasurer; shall
collect and receive or provide for the collection and receipts of monies earned
by or in any manner due to or received by the Corporation; shall deposit all
funds in his custody as treasurer in such banks or other places of deposit as
the Board of Directors from time to time may
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designate; shall, whenever so required by the Board of Directors, render an
account showing his transactions as treasurer and the financial condition of the
Corporation; and, in general, shall discharge such other duties as from time to
time may be assigned to him by the Board of Directors or the president.
5.14 Officers' bonds. Any officer shall give a bond for the faithful
discharge of his duties in such sum, if any, and with such surety or sureties,
as the Board of Directors shall require.
5.15 Salaries. The salaries of the officers elected by the Board o
Directors shall be fixed from time to time by the Board of Directors or by such
officer as may be designated by resolution of the Board. The salaries or other
compensation of any other officers, employees and other agents shall be fixed
from time to time by the officer or committee to which the power to elect such
officers or to retain or appoint such employees or other agents has been
delegated pursuant to section 5.03 of this Article. No officer shall be
prevented from receiving such salary or other compensation by reason of the fact
that he also is a Director of the Corporation.
ARTICLE VI
Certificates of Stock
6.1 Issuance. The interest of each Shareholder of the Corporation
shall be evidenced by certificates for shares of stock. The share certificates
of the Corporation shall be numbered and registered in the share ledger and
transfer books of the Corporation as they are issued. They shall be signed by
the president or a vice president and by the secretary or an assistant
secretary, and may bear the corporate seal, which may be a facsimile, engraved
or printed; but where such certificate is signed by a transfer agent or a
registrar the signature of any Corporate officer upon such certificate may be a
facsimile, engraved or printed. In case any officer who has signed or whose
facsimile signature has been placed upon any share certificate shall have ceased
to be such officer because of death, resignation or otherwise before the
certificate is issued, it may be issued by the Corporation with the same effect
as if the officer has not ceased to be such as the date of its issue.
6.2 Subscriptions for shares. Unless the subscription agreement
provides otherwise, subscriptions for shares, regardless of the time when they
are made, shall be paid in full at such time, or in such installments and at
such periods, as shall be specified by the Board of Directors. All calls for
payments on subscriptions shall carry the same terms with regard to all shares
of the same class.
6.3 Transfers. Transfers of shares of the capital stock of the
Corporation shall be made on the books of the Corporation by the registered
owner thereof, or by his duly authorized attorney,
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with a transfer clerk or transfer agent appointed as provided in section 6.07 of
this Article, and on surrender of the certificate or certificates for such
shares properly endorsed and with all taxes thereon paid. No transfer shall be
made which is inconsistent with the provisions of Arizona Revised Statutes,
Sections 2201, et seq., and its amendments and supplements.
6.4 Share certificates. Certificates for shares of the Corporation
shall be in such form as provided by statute and approved by the Board of
Directors. The share record books and the blank share certificate books shall be
kept by the secretary or by any agency designated by the Board of Directors for
that purpose. Every certificate exchanged or returned to the Corporation shall
be marked "Cancelled", with the date of cancellation.
6.5 Record holder of shares. The Corporation shall be entitled to
treat the person in whose name any share or shares of the Corporation stand on
the books of the Corporation as the absolute owner thereof, and shall not be
bound to recognize any equitable or other claim to, or interest in, such shares
or shares on the part of an other person. However, if any transfer of shares is
made only for that purpose of furnishing collateral security, and such fact is
made known to the secretary of the Corporation, or to the Corporation's transfer
clerk or transfer agent, the entry of the transfer shall record such fact.
6.6 Lost, destroyed, mutilated or stolen certificates. The holder of
any shares of the Corporation shall immediately notify the Corporation of any
loss, destruction, mutilation or theft of the certificate therefor, and the
Board of Directors may, in its discretion, cause a new certificate or
certificates to be issued to him, in case of mutilation of the certificates to
be issued to him, in case of mutilation of the certificate, upon the surrender
of the mutilated certificate, or, in the case of loss, destruction or theft of
the certificate, upon satisfactory proof of such loss, destruction or theft,
and, if the Board of Directors shall so determine, the deposit of a bond in such
form and in such sum, and with such surety or sureties, as it may direct.
6.7 Transfer agent and registrar. The Board of Directors may appoint
one or more transfer agents or transfer clerks and one or more registrars, and
may require all certificates for shares to bear the signature or signatures of
any of them.
6.8 FIRA notice. As a condition to transferring shares on the stock
transfer books of the Corporation, the Corporation shall have the right to
demand from any Shareholder requesting a transfer evidence sufficient to the
Corporation to assure itself that the Shareholder requesting the transfer has
complied with all prior notice requirements, if any, unposed by regulatory
agencies which supervise the Corporation. In particular, but without limitation,
the Corporation can as a condition of transfer require sufficient evidence to
indicate to its satisfaction Shareholder compliance, if applicable, with the
prior notification requirements of the Change
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in Bank Control Act of 1978 (12 U.S.C. Section 1817(j)), Title VI of FIRA (as
set forth in Regulation Y at 12 Code of Federal Regulations Section 115.7.)
6.9 Redemption or purchase of its own shares. Before the Corporation
purchases or redeems any shares of its common stock, the president of the
Corporation shall, if applicable, have the Corporation comply with the prior
notice requirements upon certain purchases or redemptions as set forth in
Regulation Y at 12 Code of Federal Regulations Section 225.6, which requires the
Corporation to provide a 45-day prior notice if, generally, any purchase or
redemption of its equity securities equals or exceeds 10% of the Corporation's
consolidated net worth.
ARTICLE VII
Indemnification
7.1 Directors and Officers; Third party actions. The Corporation
shall indemnify any Director or officer of the Corporation who was or is a party
or is threatened to be made a party to any threatened, pending or completed
actions, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the Corporation) by
reason of the fact that he is or was an authorized representative of the
Corporation (which, for the purposes of this Article, shall mean a Director,
officer, employee or agent of another corporation, partnership, joint venture,
trust or other enterprise) against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and reasonably believed
to be in, or not opposed to, the best interests of the Corporation, and, with
respect to any criminal action or proceeding, had no reasonable cause to believe
his conduct was unlawful. The termination of any action, suit or proceeding by
judgment, order, settlement, conviction, or upon a plea of nolo contendre or its
equivalent, shall not, of itself, create a presumption that the person did not
act in good faith and in a manner which he reasonably believed to be in, or not
opposed to, the best interests of the Corporation, and, with respect to any
criminal action or proceeding, had reasonable cause to believe that his conduct
was unlawful.
7.2 Directors and Officers, derivative actions. The Corporation shall
indemnify any Director or officer of the Corporation who was or is a party or is
threatened to be made a party to any threatened, pending or completed action or
suit by or in the right of the Corporation to procure a judgment in its favor by
reason of the fact that he is or was an authorized representative of the
Corporation, against expenses (including attorneys' fees) actually and
reasonably incurred by him in connection with the defense or settlement of such
action or suit if he acted in good faith and in a manner he reasonably believed
to be in, or not opposed to, the best interests of the Corporation and except
that no indemnification shall be made in respect to any
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claim, issue or matter as to which such person shall have been adjudged to be
liable for gross negligence or misconduct in the performance of his duty to the
Corporation unless and only to the extent that the Superior Court of the county
in which the principal office of the Corporation is located or the court in
which such action or suit was brought shall determine upon application that,
despite the adjudication of liability but in view of all the circumstances of
the case, such person is fairly and reasonably entitled to indemnify for such
expenses which the Superior Court or such other court shall deem proper.
7.3 Employees and agents. To the extent that an authorized
representative of the Corporation who neither was nor is a Director or officer
of the Corporation has been successful on the merits or otherwise in defense of
any action, suit or proceeding referred to in section 7.01 or 7.02 of this
Article or in defense of any claim, issue or matter therein, he shall be
indemnified by the Corporation against expenses (including attorneys' fees)
actually and reasonably incurred by him in connection therewith. Such an
authorized representative may, at the discretion of the Corporation, be
indemnified by the Corporation in any other circumstances to any extent if the
Corporation would be required by sections 7.01 or 7.02 of this Article to
indemnify such person in such circumstances to such extent if he were or had
been a Director or officer of the Corporation.
7.4 Procedure for effecting indemnification. Indemnification under
sections 7.01, 7.02 or 7.03 of this Articles shall be made when ordered by court
(in which case the expense, including attorneys' fees, of the authorized
representative in enforcing the right of indemnification shall be added to and
be included in the final judgment against the Corporation) and may be made in a
specific case upon a determination that indemnification or the authorized
representative is required or proper in the circumstances because he has met the
applicable standard of conduct set forth in Sections 7.01 and 7.02 of this
Article. Such determination shall be made:
(1) By the Board of Directors by a majority vote of a quorum
consisting of Directors who were not parties to such action, suit or proceeding;
or
(2) If such a quorum is not obtainable, or, even if
obtainable, a majority vote of a quorum of disinterested Directors so direct, by
independent legal counsel in a written opinion; or
(3) By the Shareholders.
7.5 Advancing expenses. Expenses (including attorneys' fees) incurred
in defending a civil or criminal action, suit or proceeding shall be paid by the
Corporation in advance of the final disposition of such action, suit or
proceeding, upon receipt of an undertaking by or on behalf of a Director or
officer to repay such amount unless it ultimately shall be determined that he is
entitled
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to be indemnified by the Corporation as required in this Article or authorized
by law and may be paid by the Corporation in advance on behalf or any other
authorized representative when authorized by the Board of Directors upon receipt
of a similar undertaking.
7.6 Scope of Article.
(a) Each person who shall act as an authorized representative
of the Corporation, shall be deemed to be doing so in reliance upon such rights
of indemnification as are provided in this Article.
(b) The indemnification provided by this Article shall not be
deemed exclusive of any other rights to which those seeking indemnification may
be entitled under any agreement, vote of Shareholders or disinterested
Directors, statute or otherwise, both as to action in his official capacity and
as to action in another capacity while holding such office or position, and
shall continue as to a person who has ceased to be an authorized representative
of the Corporation and shall inure to the benefit of the heirs, executors and
administrators of such a person.
ARTICLE VIII
Miscellaneous
8.1 Corporate seal. The Corporation may have a corporate seal in the
form of a circle containing the name of the Corporation, the year of
incorporation and such other details as may be approved by the Board of
Directors. Nothing in these Bylaws shall require the impression of a corporate
seal to establish the validity of any document executed on behalf of the
Corporation.
8.2 Checks. All checks, notes, bills or exchange or other orders in
writing shall be signed by such person or persons as the Board of Directors from
time to time may designate.
8.3 Contracts. Except as otherwise provided in these Bylaws, the
Board of Directors may authorize any officer or officers, agent or agents to
enter into any contract or to execute or deliver any instrument on behalf of the
Corporation, and such authority may be general or confined to specific
instances.
8.4 Deposits. All funds of the Corporation shall be deposited from
time to time to the credit of the Corporation in such banks, trust companies, or
other depositories as the Board of Directors may approve or designate, and all
such funds shall be withdrawn only upon checks signed by such one or more
officers or employees as the Board of Directors from time to time shall
determine.
8.5 Reports. The Board of Directors shall present at the annual
meeting of Shareholders a report of the financial condition of the Corporation
as of the closing date of the preceding fiscal
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year. Such report shall be in such form as shall be approved by the Board of
Directors and shall be available for the inspection of Shareholders at the
annual meeting, but the Board of Directors shall not be required to cause such
report to be sent to the Shareholders. The Board of Directors may, but shall not
be required to, have such report prepared and verified by an independent
certified public accountant or by a firm of practicing accountants.
8.6 Corporate records.
(a) There shall be kept at the principal office of the
Corporation an original or duplicate record of the proceedings of the
Shareholders and of the Directors, and the original or a copy of the Bylaws,
including all amendments or alterations to date, certified by the secretary of
the Corporation. An original or duplicate share register also shall be kept at
the registered office or principal place of business of the Corporation, or at
the office of a transfer agent or registrar, giving the names of the
Shareholders, their respective addresses and the number and class of shares held
by each. The Corporation also shall keep appropriate, complete and accurate
books or records of account, which may be kept at its registered office or at
its principal place of business.
(b) Every Shareholder shall, upon written demand under oath
stating the purpose thereof, have a right to examine, in person or by agent or
attorney, during the usual hours for business, for any proper purpose, the share
register, books or records of account, and records of the proceedings of the
Shareholders and Directors, and make copies of extracts therefrom. A proper
purpose shall mean a purpose reasonably related to such person's interest as a
Shareholder. In every instance where any attorney or other agent shall be the
person who seeks the right to inspection, the demand under oath shall be
accompanied by a power of attorney or such writing which authorizes the attorney
or other agent to so act on behalf of the Shareholder. The demand under oath
shall be directed to the Corporation at its registered office in Arizona or at
its principal place of business. Where the Shareholder seeks to inspect the
books and records of the Corporation, other than its share register or list of
Shareholders, he shall first establish (i) that he has complied with the
provisions of this section respecting the form and manner of making demand for
inspection of property document; and (ii) that the inspection he seeks is for a
proper purpose. Where the Shareholder seeks to inspect the share register or
list of Shareholders of the Corporation and he has complied with the provisions
of this Section respecting the form and manner of making demand for inspection
of such documents, the burden of proof shall be upon the Corporation to
establish that the inspection he seeks is for an improper purpose.
8.7 Voting securities held by the Corporation. Unless otherwise
ordered by the Board of Directors, the president shall
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have full power and authority on behalf of the Corporation to attend and to act
and to vote at any meeting of security holders of other corporations in which
the Corporation may hold securities. At such meeting the president shall possess
and may exercise any and all rights and powers incident to the ownership of such
securities which the Corporation might have possessed and exercised if it had
been present. The Board of Directors from time to time may confer similar powers
upon any other person or persons.
8.8 Amendment of Bylaws. These bylaws may be amended or replaced, or
new Bylaws may be adopted, either (i) by an affirmative vote of the Shareholders
entitled to cast at least a majority of the votes which all Shareholders are
entitled to cast thereon at any duly organized annual or special meeting of
Shareholders, or (ii) with respect to those matters which are not by statute
reserved exclusively to the Shareholders, by an affirmative vote of a majority
of the Board of Directors of the Corporation in office at any regular or special
meeting of Directors. It shall not be necessary to set forth such proposed
amendment, repeal or new Bylaws, or a summary thereof, in any notice of such
meeting, whether annual, regular or special.
8.9 Fiscal year. The fiscal year of the Corporation shall be the
calendar year.
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CERTIFICATE
The undersigned, the duly elected and acting Secretary of SOUTHERN
ARIZONA BANCORP, an Arizona corporation, does hereby certify that the foregoing
Bylaws constitute the Bylaws of the Corporation as duly adopted pursuant to a
meeting called for that purpose by the Board of Directors thereof on the 19th
day of June, 1985.
DATED: June 19, 1985.
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Secretary
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