EXHIBIT 3
AMERICASBANK CORP.
AMENDED AND RESTATED BYLAWS
ARTICLE I
Stockholders
SECTION 1. Annual Meeting. The annual meeting of the stockholders of
AmericasBank Corp. (the "Corporation") shall be held on a day duly designated by
the Board of Directors in May of each year, for the purpose of electing
Directors to succeed those whose terms shall have expired as of the date of such
annual meeting, and for the transaction of such other corporate business as may
come before the meeting.
SECTION 2. Special Meeting. Special meetings of the stockholders may be
called at any time for any purpose or purposes by the Chairman of the Board, the
President, by a Vice President, or by eighty percent (80%) of the members of the
Board of Directors, and shall be called forthwith by the Chairman of the Board,
the President, by a Vice President, the Secretary or any Director of the
Corporation upon the request in writing of the holders of twenty-five percent
(25%) of all the shares outstanding and entitled to vote on the business to be
transacted at such meeting. Such request shall state the purpose or purposes of
the meeting. Business transacted at all special meetings of stockholders shall
be confined to the purpose or purposes stated in the notice of the meeting.
SECTION 3. Place of Holding Meetings. All meetings of stockholders
shall be held at the principal office of the Corporation or elsewhere
in the United States as designated by the Board of Directors.
SECTION 4. Notice of Meetings. Written notice of each meeting of the
stockholders shall be mailed, postage prepaid by the Secretary, to each
stockholder of record entitled to vote thereat at his post office address, as it
appears upon the books of the Corporation, at least ten (10) days before the
meeting. Each such notice shall state the place, day, and hour at which the
meeting is to be held and, in the case of any special meeting, shall state
briefly the purpose or purposes thereof.
SECTION 5. Quorum. The presence in person or by proxy of the holders of
record of a majority of the shares of the capital stock of the Corporation
issued and outstanding and entitled to vote thereat shall constitute a quorum at
all meetings of the stockholders, except as otherwise provided by law, by the
Charter or by these By-Laws. If less than a quorum shall be in attendance at the
time for which the
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meeting shall have been called, the meeting may be adjourned from time to time
by a majority vote of the stockholders present or represented, without any
notice other than by announcement at the meeting, until a quorum shall attend.
At any adjourned meeting at which a quorum shall attend, any business may be
transacted which might have been transacted if the meeting had been held as
originally called.
SECTION 6. Conduct of Meetings. Meetings of stockholders shall be presided
over by the Chairman of the Corporation or, if he is not present, by the
President, or, if none of said officers is present, by a chairman to be elected
at the meeting. The Secretary of the Corporation, or if he is not present, any
Assistant Secretary shall act as secretary of such meetings; in the absence of
the Secretary and any Assistant Secretary, the presiding officer may appoint a
person to act as Secretary of the meeting.
SECTION 7. Voting. At all meetings of stockholders, every stockholder
entitled to vote thereat shall have one (1) vote for each share of stock
standing in his name on the books of the Corporation on the date for the
determination of stockholders entitled to vote at such meeting. Such vote may be
either in person or by proxy appointed by an instrument in writing subscribed by
such stockholder or his duly authorized attorney, bearing a date not more than
three (3) months prior to said meeting, unless said instrument provides for a
longer period. Such proxy shall be dated, but need not be sealed, witnessed or
acknowledged. All elections shall be had and all questions shall be decided by a
majority of the votes cast at a duly constituted meeting, except as otherwise
provided by law, by the Charter or by these By-Laws.
If the chairman of the meeting shall so determine, a vote by ballot may be
taken upon any election or matter, and the vote shall be so taken upon the
request of the holders of ten percent (10%) of the stock entitled to vote on
such election or matter. In either of such events, the proxies and ballots shall
be received and be taken in charge and all questions touching the qualification
of voters and the validity of proxies and the acceptance or rejection of votes,
shall be decided by the tellers. Such tellers shall be appointed by the chairman
of said meeting.
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ARTICLE II
Board of Directors
SECTION 1. General Powers. The property and business of the Corporation
shall be managed under the direction of the Board of Directors of the
Corporation.
SECTION 2. Number and Term of Office. The number of Directors of the
Corporation shall be nine (9), which number may be increased or decreased by the
Board of Directors pursuant to a resolution adopted by majority of the members
of the entire Board of Directors. The stockholders shall not be entitled to fix
the number of members of the Board of Directors.
At the first annual meeting of the stockholders, the Directors shall be
divided into three classes, Class A, Class B and Class C, the number of
directors in each class to be as nearly equal in number as possible. Each
Director shall serve for a term ending on the date of the third annual meeting
following the annual meeting at which such Director was elected; provided,
however, that the Class A Directors first chosen shall hold office for one year
or until the first annual meeting following their election, the Class B
Directors first chosen shall hold office for two years or until the second
annual meeting following their election, and the Class C Directors first chosen
shall hold office for three years or until the third annual meeting following
their election. The Directors shall be elected each year at the annual meeting
of stockholders, except as provided above, and each Director shall serve until
his successor shall be elected and shall qualify.
SECTION 3. Filling of Vacancies. Newly created directorships resulting from
any increase in the number of Directors or any vacancies in the Board of
Directors resulting from death, resignation, retirement, disqualification,
removal from office or other cause shall be filled by a majority vote of the
remaining Directors, and the Directors so chosen shall hold office for a term
expiring at the next annual meeting of stockholders at which successors shall be
elected and shall qualify. Newly created directorships resulting from an
increase in the number of Directors shall be apportioned by the Board of
Directors among the three (3) classes so as to maintain the number of Directors
in each class as nearly equal in number as possible.
SECTION 4. Removal of Directors. At any meeting of stockholders,
duly called and at which a quorum is present, the stockholders may, by
the affirmative vote of a majority of all the votes entitled to be
cast for the election of directors, remove any Director from office,
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but only for cause. The stockholders may elect a successor to fill any
resulting vacancy for the balance of the term of the removed Director.
SECTION 5. Place of Meeting. The Board of Directors may hold their meetings
and have one or more offices, and keep the books of the Corporation, either
within or outside the State of Maryland, at such place or places as they may
from time to time determine. The Board of Directors may hold their meetings by
conference telephone or other similar electronic communications equipment in
accordance with the provisions of the Maryland General Corporation law.
SECTION 6. Regular Meetings. Regular meetings of the Board of Directors may
be held without notice at such time and place as shall from time to time be
determined by resolution of the Board, provided that notice of every resolution
of the Board fixing or changing the time or place for the holding of regular
meetings of the Board shall be mailed to each Director at least three (3) days
before the first meeting held pursuant thereto. The annual meeting of the Board
of Directors shall be held immediately following the annual stockholders'
meeting at which members of a Class of Directors are elected. Any business may
be transacted at any regular meeting of the Board.
SECTION 7. Special Meetings. Special meetings of the Board of Directors shall
be held whenever called by direction of the Chairman of the Board or the
President and must be called by the Chairman of the Board, the President or the
Secretary upon written request of eighty percent (80%) of the members of the
Board of Directors. The Secretary shall give notice of each special meeting of
the Board of Directors, by mailing the same at least three (3) days prior to the
meeting or by telegraphing the same at least two (2) days before the meeting, to
each Director; but such notice may be waived by any Director. Unless otherwise
indicated in the notice thereof, any and all business may be transacted at any
special meeting. At any meeting at which every Director shall be present, even
though without notice, any business may be transacted and any Director may in
writing waive notice of the time, place and objectives of any special meeting.
SECTION 8. Quorum. A majority of the entire number of Directors shall
constitute a quorum for the transaction of business at all meetings of the Board
of Directors, but, if at any meeting less than a quorum shall be present, a
majority of those present may adjourn the meeting from time to time, and the act
of a majority of the Directors present at any meeting at which there is a quorum
shall be the act of the Board of Directors, except as may be otherwise
specifically provided by law or by the Charter or by these By-Laws.
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SECTION 9. Action by Directors. Any action required or permitted to be taken
at a meeting of the Board of Directors may be taken without a meeting, if an
unanimous written consent which sets forth the action is signed by each member
of the Board and filed with the minutes of proceedings of the Board.
SECTION 10. Compensation of Directors. Directors shall not receive any stated
salary for their services as such, but each Director shall be entitled to
receive from the Corporation reimbursement of the expenses incurred by him in
attending any regular or special meeting of the Board, and, by resolution of the
Board of Directors, a fixed sum may also be allowed for attendance at each
regular or special meeting of the Board and such reimbursement and compensation
shall be payable whether or not a meeting is adjourned because of the absence of
a quorum. Nothing herein contained shall be construed to preclude any Director
from serving the Corporation in any other capacity and receiving compensation
therefor.
SECTION 11. Committees. The Board of Directors may, by resolution passed by a
majority of the entire Board, designate an executive and one or more other
committees, each committee to consist of two or more of the Directors of the
Corporation, which, to the extent provided in the resolution and as permitted by
law, shall have and may exercise the powers of the Board of Directors, and may
authorize the seal of the Corporation to be affixed to all papers which may
require it. Such committee or committees shall have such names as may be
determined from time to time by resolution adopted by the Board of Directors.
ARTICLE III
Officers
SECTION 1. Election, Tenure and Compensation. The officers of the Corporation
shall be a President, an Executive Vice President, a Secretary, and a Treasurer,
and also such other officers including a Chairman of the Board, a Vice Chairman
of the Board and/or additional Vice Presidents and/or one or more assistants to
the foregoing officers as the Board of Directors from time to time may consider
necessary for the proper conduct of the business of the Corporation. The
officers shall be elected by the Board of Directors at its first meeting and
thereafter annually following the annual meeting of the stockholders except
where a longer term is expressly provided in an employment contract duly
authorized and approved by the Board of Directors. The President, Chairman of
the Board and Vice Chairman of the Board shall be Directors and the other
officers may, but need not be, Directors. Any two or more of the above offices,
except those of
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President and Vice President, and Chairman of the Board and Vice Chairman of the
Board, 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 or by these By-Laws to be executed, acknowledged or verified by
any two or more officers. The compensation or salary paid all officers of the
Corporation shall be fixed by resolutions adopted by the Board of Directors.
In the event that any office other than an office required by law shall not
be filled by the Board of Directors, or, once filled, subsequently becomes
vacant, then such office and all references thereto in these By-Laws shall be
deemed inoperative unless and until such office is filled in accordance with the
provisions of these By-Laws.
Except where otherwise expressly provided in a contract duly authorized by
the Board of Directors, all officers, agents and employees of the Corporation
shall be subject to removal at any time by the affirmative vote of a majority of
the entire Board of Directors, and all officers, agents, and employees shall
hold office at the discretion of the Board of Directors or of the officers
appointing them.
SECTION 2. Powers and Duties of the Chairman of the Board and Vice Chairman
of the Board. The Chairman of the Board shall preside at all meetings of the
Board of Directors unless the Board of Directors shall by a majority vote of a
quorum thereof elect a chairman other than the Chairman of the Board to preside
at meetings of the Board of Directors. He may sign and execute all authorized
bonds, contracts or other obligations in the name of the Corporation; and he
shall be ex-officio a member of all standing committees.
The Vice Chairman of the Board shall (except as otherwise provided by
resolution of the Board of Directors) have the power to perform all duties of
the Chairman of the Board in the absence or disability of the Chairman of the
Board and shall have such other powers and perform such other duties as may be
assigned to him by the Board of Directors.
SECTION 3. Powers and Duties of the President. The President shall be the
chief executive officer of the Corporation and shall
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have general charge and control of all its business affairs and properties.
The President may sign and execute all authorized bonds, contracts or other
obligations in the name of the Corporation. He shall have the general powers and
duties of supervision and management usually vested in the office of chief
executive officer of a corporation. The President shall be ex-officio a member
of all standing committees. He shall do and perform such other duties as may,
from time to time, be assigned to him by the Board of Directors.
In the event that the Board of Directors does not take affirmative action to
fill the office of Chairman of the Board or Vice Chairman of the Board, the
President shall assume and perform all powers and duties given to the Chairman
of the Board by these By-Laws.
SECTION 4. Powers and Duties of the Executive Vice President. The Board of
Directors shall appoint an Executive Vice President and may appoint more than
one other Vice President. The Executive Vice President shall be the chief
operating officer of the Corporation and he shall have the general powers and
duties of supervision and management usually vested in the office of chief
operating officer of a corporation. Any Vice President (unless otherwise
provided by resolution of the Board of Directors) may sign and execute all
authorized bonds, contracts, or other obligations in the name of the
Corporation. Each Vice President shall have such other powers and shall perform
such other duties as may be assigned to him by the Board of Directors or by the
President. In case of the absence or disability of the President, the duties of
that office shall be performed by the Executive Vice President, and the taking
of any action by the Executive Vice President in place of the President shall be
conclusive evidence of the absence or disability of the President.
SECTION 5. Secretary. The Secretary shall give, or cause to be given, notice
of all meetings of stockholders and Directors and all other notices required by
law or by these By-Laws, and in case of his absence or refusal or neglect to do
so, any such notice may be given by any person thereunto directed by the
President, or by the Directors or stockholders upon whose written request the
meeting is called as provided in these By-Laws. The Secretary shall record all
the proceedings of the meetings of the stockholders and of the Directors in
books provided for that purpose, and he shall perform such other duties as may
be assigned to him by the Directors or the President.
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He shall have custody of the seal of the Corporation and shall affix the same to
all instruments requiring it, when authorized by the Board of Directors or the
President, and attest to the same. In general, the Secretary shall perform all
the duties generally incident to the office of Secretary, subject to the control
of the Board of Directors and the President.
SECTION 6. Treasurer. The Treasurer shall have custody of all the funds and
securities of the Corporation, and he shall keep full and accurate account of
receipts and disbursements in books belonging to the Corporation. He shall
deposit all moneys and other valuables in the name and to the credit of the
Corporation in such depository or depositories as may be designated by the Board
of Directors.
The Treasurer shall disburse the funds of the Corporation as may be ordered
by the Board of Directors, taking proper vouchers for such disbursements. He
shall render to the President and the Board of Directors, whenever either of
them so requests, an account of all his transactions as Treasurer and of the
financial condition of the Corporation.
The Treasurer shall give the Corporation a bond, if required by the Board of
Directors, in a sum, and with one or more sureties, satisfactory to the Board of
Directors, for the faithful performance of the duties of his office and for the
restoration to the Corporation in case of his death, resignation, retirement or
removal from office of all books, papers, vouchers, moneys, and other properties
of whatever kind in his possession or under his control belonging to the
Corporation.
The Treasurer shall perform all the duties generally incident to the office
of the Treasurer, subject to the control of the Board of Directors and the
President.
SECTION 7. Assistant Secretary. The Board of Directors may appoint an
Assistant Secretary or more than one Assistant Secretary. Each Assistant
Secretary shall (except as otherwise provided by resolution of the Board of
Directors) have power to perform all duties of the Secretary in the absence or
disability of the Secretary and shall have such other powers and shall perform
such other duties as may be assigned to him by the Board of Directors or the
President. In case of the absence or disability of the Secretary, the duties of
the office shall be performed by any Assistant Secretary, and the taking of any
action by any such Assistant Secretary in place of the Secretary shall be
conclusive evidence of the absence or disability of the Secretary.
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SECTION 8. Assistant Treasurer. The Board of Directors may appoint an
Assistant Treasurer or more than one Assistant Treasurer. Each Assistant
Treasurer shall (except as otherwise provided by resolution of the Board of
Directors) have power to perform all duties of the Treasurer in the absence or
disability of the Treasurer and shall have such other powers and shall perform
such other duties as may be assigned to him by the Board of Directors or the
President. In case of the absence or disability of the Treasurer, the duties of
the office shall be performed by any Assistant Treasurer, and the taking of any
action by any such Assistant Treasurer in place of the Treasurer shall be
conclusive evidence of the absence or disability of the Treasurer.
ARTICLE IV
Capital Stock
SECTION 1. Issuance of Certificates of Stock. The certificates for shares of
the stock of the Corporation shall be of such form not inconsistent with the
Charter, as shall be approved by the Board of Directors. All certificates shall
be signed by the Chairman and President or by the Executive Vice President and
countersigned by the Secretary or by an Assistant Secretary. All certificates
for each class of stock shall be consecutively numbered. The name of the person
owning the shares issued and the address of the holder, shall be entered in the
Corporation's books. All certificates surrendered to the Corporation for
transfer shall be cancelled and no new certificates representing the same number
of shares shall be issued until the former certificate or certificates for the
same number of shares shall have been so surrendered, and cancelled, unless a
certificate of stock be lost or destroyed, in which event another may be issued
in its stead upon proof of such loss or destruction and unless waived by the
President, the giving of a satisfactory bond of indemnity not exceeding an
amount double the value of the stock. Both such proof and such bond shall be in
a form approved by the general counsel of the Corporation.
SECTION 2. Transfer of Shares. Shares of the capital stock of the Corporation
shall be transferred on the books of the Corporation only by the holder thereof
in person or by his attorney upon surrender and cancellation of certificates for
a like number of shares as hereinabove provided.
SECTION 3. Registered Stockholders. The Corporation shall be entitled to
treat the holder of record of any share or shares of stock as the holder in fact
thereof and accordingly shall not be bound to recognize any equitable or other
claim to or interest in such share in
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the name of any other person, whether or not it shall have express or other
notice thereof, save as expressly provided by the laws of the State of Maryland.
SECTION 4. Closing Transfer Books/Fixing of Record Date. The Board of
Directors may fix the time, not exceeding twenty (20) days preceding the date of
any meeting of stockholders or any dividend payment date or any date for the
allotment of rights, during which time the books of the Corporation shall be
closed against transfer of stock, or, in lieu thereof, the Directors may fix a
date not exceeding ninety (90) days preceding the date of any meeting of
stockholders or any dividend payment date or any date for the allotment of
rights, as a record date for the determination of the stockholders entitled to
notice of and to vote at such meeting or to receive such dividends or rights as
the case may be; and only stockholders of record on such date shall be entitled
to notice of and to vote at such meeting or to receive such dividends or rights
as the case may be.
ARTICLE V
Corporate Seal
SECTION 1. Seal. In the event that the President shall direct the Secretary
to obtain a corporate seal, the corporate seal shall be circular in form and
shall have inscribed thereon the name of the Corporation, the year of its
organization and the word "Maryland". Duplicate copies of the corporate seal may
be provided for use in the different offices of the Corporation but each copy
thereof shall be in the custody of the Secretary of the Corporation or of an
Assistant Secretary of the Corporation nominated by the Secretary.
ARTICLE VI
Bank Accounts and Loans
SECTION 1. Bank Accounts. Such officers or agents of the Corporation as from
time to time shall be designated by the Board of Directors shall have authority
to deposit any funds of the Corporation in such banks or trust companies as
shall from time to time be designated by the Board of Directors and such
officers or agents as from time to time shall be authorized by the Board of
Directors may withdraw any or all of the funds of the Corporation so deposited
in any such bank or trust company, upon checks, drafts or other instruments or
orders for the payment of money drawn against the account or in the name or
behalf of this Corporation, and made or signed by such officers or agents; and
each bank or trust company with which funds of the Corporation are so deposited
is authorized to
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accept, honor, cash and pay, without limit as to amount, all checks, drafts or
other instruments or orders for the payment of money, when drawn, made or signed
by officers or agents so designated by the Board of Directors until written
notice of the revocation of the authority of such officers or agents by the
Board of Directors shall have been received by such bank or trust company. There
shall from time to time be certified to the banks or trust companies in which
funds of the Corporation are deposited, the signature of the officers or agents
of the Corporation so authorized to drawn against the same. In the event that
the Board of Directors shall fail to designate the persons by whom checks,
drafts and other instruments or orders for the payment of money shall be signed,
as hereinabove provided in this Section, all of such checks, drafts and other
instruments or orders for the payment of money shall be signed by the President
or a Vice President and countersigned by the Secretary or Treasurer or an
Assistant Secretary or an Assistant Treasurer of the Corporation.
SECTION 2. Loans. Such officers or agents of this Corporation as from time to
time shall be designated by the Board of Directors shall have authority to
effect loans, advances or other forms of credit at any time or times for the
Corporation from such banks, trust companies, institutions, corporations, firms
or persons as the Board of Directors shall from time to time designate, and as
security for the repayment of such loans, advances, or other forms of credit to
assign, transfer, endorse and deliver, either originally or in addition or
substitution, any or all stocks, bonds, rights and interests of any kind in or
to stocks or bonds, certificates of such rights or interests, deposits,
accounts, documents covering merchandise, bills and accounts receivable and
other commercial paper and evidences of debt at any time held by the
Corporation; and for such loans, advances or other forms of credit to make,
execute and deliver one or more notes, acceptances or written obligations of the
Corporation on such terms, and with such provisions as to the security or sale
or disposition thereof as such officers or agents shall deem proper; and also to
sell to, or discount or rediscount with, such banks, trust companies,
institutions, corporations, firms or persons any and all commercial paper, bills
receivable, acceptances and other instruments and evidences of debt at any time
held by the Corporation, and to that end to endorse, transfer and deliver the
same. There shall from time to time be certified to each bank, trust company,
institution, corporation, firm or person so designated the signatures of the
officers or agents so authorized; and each such bank, trust company,
institution, corporation, firm or person is authorized to rely upon such
certification until written notice of the revocation by the Board of Directors
of the authority of such officers or agents shall be delivered to such bank,
trust company, institution, corporation, firm or person.
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ARTICLE VII
Reimbursements
Any payments made to an officer or other employee of the Corporation, such as
salary, commission, interest or rent, which shall be disallowed in whole or in
part as a deductible expense by the Internal Revenue Service, shall be
reimbursed by such officer or other employee of the Corporation to the full
extent of such disallowance. It shall be the duty of the Directors, as a Board,
to enforce payment of each such amount disallowed. In lieu of payment by the
officer or other employees subject to the determination of the Directors,
proportionate amounts may be withheld from his future compensation payments
until the amount owed to the Corporation has been recovered.
ARTICLE VIII
Indemnification
As used in this Article VIII, any word or words that are defined in Section
2-418 of the Maryland General Corporation Law, as amended from time to time (the
"Indemnification Section"), shall have the same meaning as provided in the
Indemnification Section.
The Corporation shall indemnify and advance expenses to a director or officer
of the Corporation in connection with a proceeding to the fullest extent
permitted by and in accordance with the Indemnification Section.
With respect to an employee or agent, other than a director or officer of the
Corporation, the Corporation may, as determined by the Board of Directors of the
Corporation, indemnify and advance expenses to such employee or agent in
connection with a proceeding to the fullest extent permitted by and in
accordance with the Indemnification Section.
ARTICLE IX
Miscellaneous Provisions
SECTION 1. Fiscal Year. The fiscal year of the Corporation shall
end on the date determined by the Board of Directors.
SECTION 2. Notices. Except as otherwise provided in these By-Laws,
whenever under the provisions of these By-Laws notice is required to
be given to any Director, officer or stockholder, it shall not be
construed to mean personal notice, but such notice shall be given in
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writing, by mail, by depositing the same in a post office or letter box in a
postpaid sealed wrapper addressed to each stockholder, officer or Director at
such address as appears on the books of the Corporation, or in default of any
other address, to such Director, officer or stockholder, at the general post
office in the City of Baltimore, Maryland, and such notice shall be deemed to be
given at the time the same shall be thus mailed. Any Director, officer or
stockholder may waive any notice required to be given under these By-laws.
ARTICLE X
Amendments
The Board of Directors shall have the exclusive power and authority to amend,
alter or repeal these By-Laws or any provision thereof, and may from time to
time make additional By-Laws; by resolution adopted by a majority of all of the
Directors, at any regular or special meeting of the Board.
The stockholders shall have no power or authority to amend, alter or repeal
these By-Laws or any provision thereof, or to make additional By-Laws.
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