EXHIBIT 3.3
BY-LAWS OF
FIRST CITIZENS BANCORPORATION OF SOUTH CAROLINA, INC.
ARTICLE I - OFFICES
1. Principal office. The principal office of the corporation shall be located
in Columbia, South Carolina.
2. Other offices. The corporation may have offices at such other places, either
within or without the State of South Carolina, as the Board of Directors may
from time to time determine, or as the business of the corporation may require.
ARTICLE II - MEETINGS OF SHAREHOLDERS
1. Place of meetings. All meetings of the shareholders shall be held at the
principal office of the corporation, or at such other place, either within or
without the State of South Carolina, as shall be designated in the notice of the
meeting.
NOTE: PARAGRAPH 2 BELOW WAS CHANGED ON MARCH 3, 1993, AND THE CHANGES ARE
INCLUDED AT THE END OF THIS DOCUMENT.
2. Annual Meeting. An annual meeting of shareholders shall be held on the first
Wednesday in April of each year, if not a legal holiday, but if a legal holiday,
then on the next ensuing day not a legal holiday, for the purpose of electing
directors of the corporation and for the transaction of such other business as
may be properly brought before the meeting.
3. Substitute annual meetings. If the annual meeting be not held on the date
herein specified or within thirty (30) days thereafter, a substitute annual
meeting may be called in the manner provided in Section 4 of this Article. Such
substitute meeting shall for all purposes be deemed to be and treated as the
annual meeting.
4. Special meetings. Special meetings may be called at any time by any one of
the following: (1) the President; (b) the Chairman of the Board of Directors;
(c) a majority of the Board of Directors; or (d) the holders of not less than
ten (10%) percent of the shares entitled to vote at the meeting.
5. Notice of meetings. Written or printed notice stating the time and place of
the meeting and, in case of a special meeting, the purpose or purposes for which
the meeting is called, shall be delivered not less than ten (10) nor more than
fifty (50) days before the date thereof, either personally or by mail, by or at
the direction of the President, the Secretary, or the officer or persons calling
the meeting, to each shareholder of record entitled to vote at such meeting. If
mailed, such notice shall be deemed to be delivered when deposited with postage
prepaid in the United States mail, addressed to the shareholder at his address
as it appears on the stock transfer books of the corporation.
In the case of an annual or substitute annual meeting, the notice thereof need
not specifically state the business to be transacted thereat unless it is a
matter, other than election of directors, on which a vote of shareholders is
expressly required by the provisions of the South Carolina Business Corporation
Act.
When a meeting is adjourned for thirty (30) days or more, notice of the
adjourned meeting shall be given as in the case of an original meeting. When a
meeting is adjourned for less than thirty (30) days, notice of the adjourned
meeting need not be given if the time and place of the adjournment are announced
at the meeting at which the adjournment is taken.
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6. Quorum. The holders of a majority of the shares entitled to vote, represented
in person or by proxy, shall constitute a quorum at meetings of shareholders. If
there is no quorum at the opening of a meeting of shareholders, such meeting may
be adjourned from time to time by a vote of majority of the shares voting on the
motion to adjourn. At any adjourned meeting at which a quorum is present, any
business may be transacted which might have been transacted at the original
meeting.
The shareholders at a meeting at which a quorum is present may continue to do
business until adjournment, notwithstanding the withdrawal of enough
shareholders to leave less than a quorum.
7. Voting of shares. The vote of a majority of the shares voted on any matter at
a meeting of shareholders at which a quorum is present shall be the act of the
shareholders on that matter, unless the vote of a greater number is required by
law or by the Articles of Incorporation of the corporation.
Voting on all matters shall be by voice vote or by show of hands unless the
holders of one-tenth of the shares represented at the meeting shall, prior to
the voting on any matter, demand a ballot vote on that particular matter.
8. Informal or irregular action by shareholders. Action taken at any meeting of
shareholders, however called and with whatever notice, if any, shall be deemed
action of the shareholders taken at a meeting duly called and held on proper
notice if: (a) all shareholders entitled to vote at the meeting are present in
person or by proxy, and no shareholder objects to holding the meeting; or (b) a
quorum is present either in person or by proxy, no one present objects to
holding the meeting, and each absent person entitled to vote at the meeting
signs, either before or after the meeting, a written waiver of notice, or
consent to the holding of the meeting, or approval of the action taken as shown
by the minutes thereof.
Any action which may be taken at a meeting of shareholders may be taken without
a meeting if a written consent, setting forth the action so taken, is signed by
the holders of all outstanding shares entitled to vote on such action, or their
attorneys-in-fact or a proxy holder thereof, and is filed with the Secretary of
the corporation as part of the corporation records.
ARTICLE III - DIRECTORS
1. General powers. The business and affairs of the corporation shall be managed
under the direction of the Board of Directors.
NOTE: PARAGRAPH 2 BELOW WAS CHANGED ON APRIL 28, 1993, AND THE CHANGES ARE
INCLUDED AT THE END OF THIS DOCUMENT. 2. Number, term and qualifications. The
number of the directors of the corporation shall not be less than seven (7) nor
more than thirty-four (34). Each director shall hold office until the expiration
of the term for which he is elected, and until his successor shall have been
elected and qualify. At each annual meeting the shareholders shall, within the
limits herein set forth, fix the number of directors which will constitute the
Board of Directors for the ensuing year. The Board of Directors may, at any
time, if fixed at fewer than the maximum number, provide for the addition of one
or more directors, but not exceeding such maximum number and the vacancies so
created may be filled by majority vote of the Board of Directors. Directors so
elected shall serve until the next annual meeting of shareholders and until
their successors are elected and quality.
3. Election of directors. Except as provided in Section 5 of this Article, the
directors shall be elected at the annual meeting of shareholders; and those
persons who receive the highest number of votes shall be deemed to have been
elected. If any shareholder so demands, election of directors shall be by
ballot.
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4. Removal. Any or all directors may be removed, with or without cause, by a
vote of the holders of a majority of the shares then entitled to vote at an
election of directors, subject to the provisions of the South Carolina Business
Corporation Act pertaining to removal of directors.
5. Vacancies. Any vacancy occurring in the Board of Directors may be filled by a
majority of the remaining directors, even though less than a quorum, or by the
sole remaining director; Directors so elected shall serve until the next annual
meeting of shareholders and until their successors are elected and qualify.
NOTE: PARAGRAPH 6 BELOW WAS CHANGED ON JANUARY 22, 1987 AND LATER ON JANUARY 26,
1994 AND THE CHANGES ARE INCLUDED AT THE END OF THIS DOCUMENT.
6. Chairman. There may be a Chairman of the Board of Directors elected by the
directors from among their number at any meeting of the Board. The Chairman
shall preside at all meetings of the Board of Directors and shall perform such
other duties as may be directed by the Board.
There may be a Co-Chairman of the Board of Directors elected by the directors
from among their members at any meeting of the Board. The Co-Chairman, in the
absence of the Chairman, shall perform the duties of the Chairman, and perform
such other duties as may be directed by the Board.
7. Compensation. The Board of Directors may compensate directors for their
services as such and may provide for the payment of all expenses incurred by
directors in attending regular and special meetings of the Board.
8. Executive Committee. The Board of Directors may, by a resolution of the full
Board, designate from among its members an Executive Committee and other
committees, each consisting of one or more directors, and may delegate to such
committee or committees all the authority of the Board of Directors except such
authority as is expressly denied a committee by the South Carolina Business
Corporation Act.
ARTICLE IV - MEETINGS OF DIRECTORS
1. Regular Meetings. The annual meeting of the Board of Directors shall be held
immediately after, and at the same place as the annual meeting of shareholders.
In addition, the Board of Directors may provide, by resolution, the time and
place, either within or without the State of South Carolina, for the holding of
additional regular meetings.
2. Special Meetings. Special meetings of the Board of Directors may be called by
the Chairman of the Board, the President or a majority of the directors. Such
meetings shall be held either within or without the State of South Carolina.
3. Notice of Meetings. Regular meetings of the Board of Directors may be held
without notice.
Special meetings of the Board of Directors shall be held upon at least two (2)
days notice by any usual means of communication. The purpose of such meeting
need not be specified in the notice.
Except as otherwise expressly provided by the South Carolina Business
Corporation Act, neither the business to be transacted at, nor the purpose of,
any regular or special meeting of the Board of Directors need be specified in
the notice or waiver of notice.
4. Quorum. A majority of the total number of directors then in office shall
constitute a quorum for the transaction of business, unless the vote of a
greater proportion is required by the South Carolina Business Corporation Act.
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Except as otherwise provided in this section or Section 8 of Article III of
these By-Laws, the vote of a majority of the directors present at a meeting at
which a quorum is present shall be the act of the Board of Directors.
5. Informal or irregular action by Directors. Action taken by a majority of the
directors or members of a committee without a meeting shall be valid if written
consent to the action taken is executed, either before or after the action so
taken, by all the directors or committee members and is filed with the minutes
of the proceedings of the Board or Committee.
NOTE: ARTICLE V BELOW WAS CHANGED ON JANUARY 26, 1994 AND THE CHANGES ARE
INCLUDED AT THE END OF THIS DOCUMENT. ARTICLE V - OFFICERS
1. Number. The officers of the corporation shall consist of a President, a
Secretary, a Treasurer and such Vice Presidents, Assistant Secretaries,
Assistant Treasurers and other officers as the Board of Directors may from time
to time elect. Any two or more offices may be held by the same person, except
the offices of President and Secretary.
2. Election and term. The officers of the corporation shall be elected by the
Board of Directors at its annual meeting, and such officer shall hold his office
for one year and until his successor shall be elected and qualify, or until his
earlier death, resignation, retirement, removal or disqualification.
Any vacancy, however occurring, in any office may be filled by the Board of
Directors at any regular or special meeting of the Board; and the Board may, at
any regular or special meeting of the Board, elect a person to an office created
in the interim between annual meetings of the Board.
3. Removal. Any officer or agent elected or appointed by the Board of Directors
may be removed by the Board whenever in its judgment the best interests of the
corporation will be served thereby.
4. Compensation. The compensation of all officers of the corporation shall be
fixed by the Board of Directors.
5. President. The President shall be the principal executive officer of the
corporation and, subject to the control of the Board of Directors, shall
supervise and control the management of the corporation according to these
By-Laws.
The President shall sign, with any other proper officer, any deeds, mortgages,
bonds, contracts or other instruments which may lawfully be executed on behalf
of the corporation, except where required or permitted by law to be otherwise
signed and executed and except where the signing and execution thereof shall be
delegated by the Board of Directors to some other officer or agent; and, in
general, he shall perform all duties incident to the office of President and
such other duties as may be prescribed by the Board of Directors from time to
time.
6. Vice President. The Vice Presidents in the order of their election, unless
otherwise determined by the Board of Directors, shall, in the absence or
disability of the President, perform the duties and exercise the powers of that
office. In addition, they shall perform such other duties and shall have such
other powers as the Board of Directors shall prescribe.
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7. Secretary. The Secretary shall keep accurate records of the acts and
proceedings of all meetings of shareholders and directors. He shall give all
notices required by the law and by these By-Laws. He shall have general charge
of the corporate records and books and of the corporate seal, and he shall affix
the corporate seal to any lawfully executed instruments requiring it. He shall
have general charge of the stock transfer books of the corporation and shall
keep, at the registered or principal office of the corporation, a record of
shareholders showing the name and address of each shareholder and the number and
class of the shares held by each, and the date or dates when each respectively
became the owner of record of such shares or cause the same to be kept at the
office of the corporation's transfer agent or registrar. He shall sign such
instruments as may require his signature, and, in general, shall perform all
duties as may be assigned to him from time to time by the Board of Directors.
8. Treasurer. The Treasurer shall have custody of all funds and securities
belonging to the corporation and shall receive, deposit or disburse the same
under the direction of the Board of Directors. He shall keep full and accurate
accounts of the finances of the corporation in books especially provided for
that purpose; and shall cause a true statement of the assets and liabilities as
of the close of each fiscal year and of the results of its operations and of
changes in surplus for such fiscal year, all in reasonable detail, including
particulars as to convertible securities then outstanding, to be made and filed
in the registered office of the corporation within five (5) months after the end
of such fiscal year. The statement so filed shall be kept available for
inspection by any shareholders for a period of ten years; and the Treasurer
shall mail or otherwise deliver a copy of the latest such statement to any
shareholder upon his written request thereof. The Treasurer shall, in general,
perform all duties incident to his office and such other duties as may be
assigned to him from time to time by the President or by the Board of Directors.
9. Assistant Secretaries and Treasurers. The Assistant Secretaries and Assistant
Treasurers shall, in the absence or disability of the Secretary or the
Treasurer, respectively, perform the duties and exercise the powers of those
offices and shall, in general, perform such other duties as shall be assigned to
them by the Secretary or the Treasurer, respectively, or by the President or the
Board of Directors.
10. Bonds. The Board of Directors may, by resolution, require any or all
officers, agents or employees of the corporation to give bond in such sum and
with such sureties as the resolution may specify for the faithful discharge of
their duties; and to comply with such other conditions as may from time to time
be required by the Board.
ARTICLE VI - CONTRACTS, CHECKS AND DEPOSITS
1. Contracts. The Board of Directors may authorize any officer or officers,
agent or agents, to enter into any contract or execute and deliver any
instrument on behalf of the corporation, and such authority may be general or
confined to specific instances.
2. Checks and Drafts. All checks, drafts or other orders for the payment of
money issued in the name of the corporation shall be signed by such officer or
officers, agent or agents of the corporation and in such manner as shall from
time to time be determined by resolution of the Board of Directors.
3. Deposits. All funds of the corporation not otherwise employed shall be
deposited from time to time to the credit of the corporation in such
depositories as the Board of Directors shall direct.
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ARTICLE VII - CERTIFICATES FOR SHARES AND TRANSFER THEREOF
1. Certificates for shares. Certificates representing shares of the corporation
shall be issued, in such form as the Board of Directors shall determine, to
every shareholder for the fully paid shares owned by him, by law. These
certificates shall be signed by the President or any Vice President, and the
Secretary or any Assistant Secretary and may be sealed with the seal of the
corporation or a facsimile thereof. They shall be consecutively numbered or
otherwise identified; and the name and address of the persons to whom they are
issued, with the number of shares and date issued, shall be entered on the stock
transfer books of the corporation.
2. Transfer of shares. Transfer of shares shall be made on the stock transfer
books of the corporation only upon surrender of the certificates for the shares
sought to be transferred by the record holder thereof or by his duly authorized
agent, transferee or legal representative. All certificates surrendered for
transfer shall be canceled before new certificates for the transferred shares
shall be issued.
3. Closing transfer books and fixing record date. For the purpose of determining
shareholders entitled to notice of or to vote at any meeting of shareholders or
any adjournment thereof, or entitled to receive payment of a dividend or other
distribution, or in order to make a determination of shareholders for any other
proper purpose, the Board of Directors may fix in advance a record date for any
such determination of shareholders. Such date shall not in any case be more than
fifty (50) days and, in case of a meeting of shareholders, not less than ten
(10) full days prior to the date on which the particular action, requiring such
determination of shareholders, is to be taken.
In lieu of fixing a record date as hereinabove provided, the Board of Directors
may order the stock transfer books to be closed for a stated period. Such shall
not in any case exceed fifty (50) days and, in case of a meeting of
shareholders, the books shall be closed for at least ten (10) full days
immediately preceding the date of such meeting.
If the stock transfer books are not closed and no record date is fixed for the
determination of shareholders entitled to notice of or to vote at a meeting of
shareholders, or shareholders entitled to receive payment of a dividend, the
date on which notice of the meeting is mailed, or the date on which the
resolution of the Board of Directors declaring such dividend is adopted, as the
case may be, shall be the record date for such determination of shareholders.
4. Lost Certificates. A shareholder whose certificate has been lost or destroyed
may have it replaced upon complying with the requirements of the Uniform
Commercial Code in effect in South Carolina.
ARTICLE VIII - GENERAL PROVISIONS
1. Dividends. The Board of Directors may, from time to time declare, and the
corporation may pay dividends on its outstanding shares in cash or property
(including its own shares or those of other corporations) subject to limitations
and restrictions imposed by law or continued in the Articles of Incorporation.
2. Waiver of Notice. Whenever any notice is required to be given to any
shareholder or director under the provisions of the South Carolina Business
Corporation Act or under the provisions of the Articles of Incorporation or
By-Laws of the corporation, a waiver thereof in writing signed by the person or
persons entitled to such notice, whether before or after the date of the meeting
or other event requiring notice, shall be equivalent to the giving of such
notice.
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3. Fiscal Year. Unless otherwise ordered by the Board of Directors, the fiscal
year of the corporation shall commence on January 1 and end on December 31.
4. Amendments. The Board of Directors may adopt, amend, or repeal these By-Laws
or adopt new By-Laws, subject to the right of shareholders to alter, amend,
repeal By-Laws or adopt new By-Laws in accordance with applicable provisions of
the South Carolina Business Corporation Act. Any such action taken by directors
shall require the vote of a majority of directors then in office; and any such
action taken by shareholders shall require the vote of a majority of all shares
entitled to elect directors.
Any notice of a meeting of shareholders or of directors at which By-Laws are to
be adopted, amended, or repealed shall include notice of such proposed action.
Adopted as and for the By-Laws of First Citizens Bancorporation of South
Carolina, Inc. as of August 26, 1982.
J. Bonner Baxter, President
Marie M. Savage
AMENDMENTS TO BY-LAWS:
ARTICLE II
Section 2. Annual Meeting. An annual meeting of shareholders shall be held in
April of each year on a date to be set annually by the board of Directors for
the purpose of electing directors of the corporation and for the transactions of
such other business as may be properly before the meeting.
Duly amended March 3, 1993
E. Hite Miller, Sr., President
E. W. Wells, Senior Vice President/Secretary
ARTICLE III
Section 2. Number, term and qualifications. The number of the directors of the
corporation shall not be less than seven (7) nor more than twenty-eight (28).
Each director shall hold office until the expiration of the term for which he is
elected, and until his successor shall have been elected and qualify. At each
annual meeting the shareholders shall, within the limits herein set forth, fix
the number of directors which will constitute the Board of Directors for the
ensuing year. The Board of Directors may, at any time, if fixed at fewer than
the maximum number, provide for the addition of one or more directors, but not
exceeding such maximum number and the vacancies so created may be filled by
majority vote of the Board of Directors. Directors so elected shall serve until
the next annual meeting of shareholders and until their successors are elected
and quality. No person who has attained the age of seventy-five (75) years shall
be eligible for election or re-election as a director; provided however, such
condition of eligibility shall not apply to any person who was a director of the
corporation on January 1, 1993.
Duly Amended April 28, 1993
E. Hite Miller, Sr., President
E. W. Wells, Senior Vice President/Secretary
RESOLVED, that Section 6 of Article III of the By-laws of the corporation is
hereby deleted.
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RESOLVED, that Article V. of the By-laws of the corporation is hereby amended to
read as follows:
ARTICLE V - OFFICERS
1. Election and term. The officers of the corporation shall be elected by the
Board of Directors at its annual meeting, and such officer shall hold his office
for one year and until his successor shall be elected and qualify, or until the
earlier of his death, resignation, retirement, removal or disqualification.
Any vacancy, however, occurring, in any office may be filled by the Board of
Directors at any regular or special meeting of the Board; and the Board may, at
any regular or special meeting of the Board, elect a person to an office created
in the interim between annual meetings of the Board.
2. Removal. Any officer or agent elected or appointed by the Board of Directors
may be removed by the Board whenever in its judgment the best interests of the
corporation will be served thereby.
3. Compensation. The compensation of all officers of the corporation shall be
fixed by the Board of Directors.
4. Bonds. The Board of Directors may, by resolution, require any or all
officers, agents or employees of the corporation to give bond in such sum and
with such sureties as the resolution may specify for the faithful discharge of
their duties.
5. Number, Duties and Powers. The officers of the Corporation shall consist of
Chairman of the Board, Vice Chairman of the Board, Chief Executive Officer,
Chief Operating Officer, President, Secretary, and Controller; and may also
consist of one or more Executive Vice Presidents, one or more Senior Vice
Presidents, one or more Vice Presidents, and such other or additional officers
as, in the opinion of the Board, are necessary for the conduct of the business
of the corporation. Each officer shall have such duties as may be assigned and
such powers as may be granted to him by the Board of Directors and these
By-Laws. Any two or more offices may be held by the same person, except that no
officer may act in more than one capacity where action of two or more officers
is required. The duties and powers of the offices are as follows:
(a) Chairman of the Board: The Chairman of the Board shall preside at all
meetings of the Board of Directors and all meetings of the shareholders. He may
sign, execute, and deliver in the name of the corporation powers of attorney,
contracts, bonds, certificates of stock and other obligations or documents. He
shall perform such other duties as the Board of Directors may direct.
(b) Vice-Chairman of the Board: The Vice-Chairman of the Board shall, in the
absence of the Chairman, preside at all meetings of the Board of Directors and
all meetings of the shareholders. He shall perform such other duties as the
Board of Directors may direct.
(c) Chief Executive Officer: The Chief Executive Officer shall be either the
Chairman of the Board or President. He shall have general supervision of all
affairs of the corporation, and shall carry into effect all directives of the
Board of Directors or the Executive Committee thereof.
(d) President: The President shall have such powers and perform such duties as
the Board of Directors, Chairman of the Board, or Chief Executive Officer may
direct. He may sign, execute and deliver in the name of the corporation powers
of attorney, contracts, bonds, certificates of stock, and other obligations or
documents.
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(e) Chief Operating Officer: The Chief Operating Officer shall administer and
supervise the operations of the corporation in accordance with these By-Laws,
and shall perform such other duties as the Board of Directors, Chairman of the
Board, Chief Executive Officer, or President may direct.
(f) Executive Vice President(s), Senior Vice Presidents and other Vice
Presidents: The duties of the Executive Vice President(s), the Senior Vice
Presidents and other Vice Presidents shall be to perform such duties as the
Board of Directors, Chairman of the Board, Chief Executive Officer, President,
or Chief Operating Officer may direct.
(g) Secretary: The Secretary shall attend and keep accurate record of the acts
and proceedings of all meetings of shareholders and directors. He shall give or
cause to be given all notices required by the law and by these By-Laws. He shall
have general charge of the corporate books and records, excluding financial
books and records, and of the corporate seal; and he shall affix the corporate
seal to any lawfully executed instrument requiring it. He shall have general
charge of the stock transfer books of the corporation and shall keep, at the
registered or principal office of the corporation, a record of shareholders
showing the name and address of each shareholder and the number and class of the
shares held by each. He shall sign such instruments as may require his signature
and shall perform such other duties as the Board of Directors, Chairman of the
Board, Chief Executive Officer, President, or Chief Operating Officer may
direct. The Secretary shall sign, with the President or other authorized
officer, certificates for shares of the corporation.
(h) Controller: The Controller shall be the Chief Financial Officer of the
corporation, and shall have custody of all funds and securities belonging to the
corporation. He shall receive, deposit or disburse the same under the direction
of the Board of Directors, Chairman of the Board, Chief Executive Officer,
President, or Chief Operating Officer. He shall keep full and accurate accounts
of the finances of the corporation in books especially provided for that
purpose; and shall cause a true statement of the assets and liabilities as of
the close of each fiscal year and of the results of its operations and of
changes in surplus for such fiscal year, all in reasonable detail. He shall
perform such other duties as the Board of Directors, Chairman of the Board,
Chief Executive Officer, or President may direct.
Adopted the 26th day of January, 1994, by the directors of First Citizens
Bancorporation of South Carolina, Inc. at a regular meeting, of which notice was
properly given.
Duly amended January 26, 1994
E. Hite Miller, Sr., President
E. W. Wells, Senior Vice President/Corporate Secretary
The following is a true and correct copy of a change to the By-Laws of First
Citizens Bancorporation of South Carolina, Inc. which was duly authorized by the
directors at a directors meeting held on January 22, 1987. The change involved
Article III, Section 6, Chairman which now reads:
6. Chairman. There may be a Chairman of the Board of Directors elected by the
directors from among their number at any meeting of the Board. The Chairman
shall preside at all meetings of the Board of Directors and shall perform such
other duties as may be directed by the Board.
There may be a Vice Chairman of the Board of Directors elected by the directors
from among their members at any meeting of the Board. The Vice Chairman, in the
absence of the Chairman, shall perform the duties of the Chairman, and perform
such other duties as may be directed by the Board.
E. W. Wells, Secretary
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