Exhibit 2.2
BYLAWS
OF
BG FINANCIAL GROUP, INC.
ARTICLE I
MEETINGS OF SHAREHOLDERS
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1. Annual Meeting. The annual meeting of the shareholders of BG FINANCIAL
GROUP, INC. (the "Corporation") for the election of directors, and for the
transaction of such other business as may properly come before the meeting,
shall be held at such time and place, either within or without this State, as
may be designated from time to time by the directors.
2. Special Meetings. Special meetings of the shareholders may be called by the
chairman of the board, president, a majority of the board of directors, or, upon
written demand, by the holders of not less than one-tenth (1/10) of all the
shares entitled to vote at such meeting. The place of said meetings shall be the
principal office of the Corporation, unless otherwise designated by the
directors.
3. Notice of Shareholder Meetings. Written or printed notice stating the
place, day, and hour of the meeting, and, in the case of a special meeting, the
purpose or purposes for which the meeting is called and the person or persons
calling the meeting, shall be delivered either personally or by mail or at the
direction of the president, secretary, officer, or person calling the meeting to
each shareholder entitled to vote at the meeting. If mailed, such notice shall
be delivered not less than ten (10) days nor more than two (2) months before the
date of the meeting, and shall be deemed to be delivered when deposited in the
United States mail addressed to the shareholder at his address as it appears on
the stock transfer books of the Corporation, with postage thereon prepaid. The
person giving such notice shall certify that the notice required by this
paragraph has been given.
4. Quorum. At each meeting of the shareholders, except as otherwise expressly
required by law, if shareholders holding not less than a majority of the shares
of stock of the Corporation (hereinafter called "Stock") issued, outstanding and
entitled to be voted thereat are present in person or by proxy, they shall
constitute a quorum for the transaction of business. In the absence of a quorum
at any meeting or any adjournment or adjournments thereof, a majority in voting
interest of those present in person or by proxy and entitled to vote thereat, or
in the absence from the meeting of all the shareholders, any officer entitled to
preside at, or to act as presiding officer of, such meeting may adjourn the
meeting from time to time without notice to the shareholders until shareholders
holding the amount of Stock requisite for a quorum shall be present or
represented. At any such adjourned meeting at which a quorum may be present, any
business may be transacted which might have been transacted at the meeting as
originally called.
5. Voting. Each shareholder shall at each meeting of the shareholders be
entitled to one vote in person or by proxy for each share of the Corporation
which has voting power on the matter in question and which shall have been held
by him and registered in his name on the books of the Corporation and may be
voted by proxy on the date fixed pursuant to the provisions of Section 7.5 of
these Bylaws as the record date for the determination of shareholders who shall
be entitled to receive notice of, and to vote at, such meeting. Shares of Stock
belonging to the Corporation shall not be voted upon directly or indirectly. Any
vote on Stock may be given at any meeting of the shareholders by the shareholder
entitled thereto in person or by his proxy appointed by an instrument in writing
by the shareholder or by his duly appointed attorney-in-fact delivered before or
at the time of the meeting to the Secretary of the Board, the President, or the
Cashier. The attendance at any meeting of a shareholder who may previously have
given a proxy shall not have the effect of revoking the proxy unless he shall in
writing so notify the person acting as secretary of the meeting prior to the
voting of the proxy. At all meetings of the shareholders, all matters, except as
otherwise provided in the Charter, these Bylaws, or by law, shall be decided by
the vote of a majority in voting interest of the shareholders present in person
or by proxy and entitled to vote thereat and thereon, a quorum being present,
provided that there shall be no cumulative voting by the shareholders on any
matter. The vote at any meeting of the shareholders on any question need not be
by ballot, unless so directed by the chairman of the meeting. On a vote by
ballot, each ballot shall be signed by the shareholder voting, or by his proxy,
if there be such proxy.
6. List of Shareholders. It shall be the duty of the Cashier or other officer
of the Corporation who shall have charge of its stock ledger, either directly or
through another officer of the Corporation designated by him or through a
transfer agent or transfer clerk appointed by the Board, to prepare and certify
a list of shareholders as of the record date fixed pursuant to the provisions of
Section 7.5 of these Bylaws and to produce and keep it open for inspection at
any meeting of shareholders.
ARTICLE II
BOARD OF DIRECTORS
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1. General Powers. The business and affairs of the Corporation shall be
managed by the Board based on information presented by management. The Board
shall examine at least once in each calendar year at intervals of not more than
fifteen (15) months, all affairs of the Corporation, a report of which shall be
included in the minutes.
2. Number and Time of Holding Office. Subject to the requirements of the
Charter and the laws of the State of Tennessee, the board may from time to time
by the vote of the majority of the whole board determine the number of directors
by board resolution. The term "whole board" as used in the Bylaws shall mean the
number of positions on the board regardless of the number of directors then in
office. No decrease in the number of directors shall shorten the term of any
incumbent director. Directors shall be of legal age but need not be
shareholders, unless state law, federal law or a bank regulatory agency so
requires. Other qualifications may be required by statute.
3. Election of Directors. Elections for each class of directors as set forth
in the Charter shall be held at shareholders' meetings at which a quorum is
present, and nominations for directors must be mailed to and received by the
secretary of the corporation at the principal office of the corporation not less
than one hundred twenty (120) days prior to the meeting at which directors are
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to be elected. Election shall be by written ballot, signed by the shareholder,
unless a majority of the shareholders or the chairman of the meeting requires
otherwise. At the election, each share of Common Stock shall have one (1) vote
which may be cast by the owner of record, or by his authorized representative.
The candidates receiving the largest number of votes shall be elected.
Cumulative voting is not permitted.
4. Classes of Directors. As set forth in the Charter, the directors will be
divided into three (3) classes of as nearly equal in number as possible. The
directors will serve for three (3) year terms. A class of directors will be
elected every year. The initial Class I directors will serve a one (1) year
term, the initial Class II directors will serve a two (2) year term, and the
initial Class III directors will serve a three (3) year term. Upon conclusion of
these initial terms, all classes of directors will serve three (3) year terms.
5. Resignations and Removals. Any director at any time may resign by giving
written notice of his resignation to the board, the president, or the secretary
of the board. Any director who becomes disqualified shall forthwith resign his
office; but upon the removal of his disqualification, he shall be eligible for
election. Any such resignation shall take effect at the time specified therein
or, if the time when it shall become effective shall not be as specified
therein, then it shall take effect immediately upon its receipt by the board,
the president, or the secretary of the board. Except as specified therein, the
acceptance of such resignation shall not be necessary to make it effective. Any
director may be removed for cause (as defined in the Charter) by a vote of a
majority of the whole board. A director who is disqualified may be removed by
the board.
6. Vacancies. Newly created directorships resulting from an increase in the
number of authorized directors and vacancies occurring in the board for any
reason, including, without limitation, removal from office by vote of the
directors as herein provided, shall be filled only by a vote of an 80% majority
of the directors then in office, except as otherwise provided in the Charter.
Any director so elected shall hold office until the annual meeting of
shareholders at which the term of the class to which he has been elected
expires.
7. Place of Meeting. The board may hold its meetings at such place or places
within or without the State of Tennessee as the board may from time to time by
resolution determine or as shall be specified or fixed in the respective notices
or waivers of notice thereof.
8. Annual Meeting. At least one time during each fiscal year, the board shall
meet for the purpose of organization, the election of officers, and the
transaction of other business. Unless the board by resolution otherwise shall
determine, the Annual Meeting shall be held in lieu of or in conjunction with
any regular meeting.
9. Regular Meetings. Regular meetings of the board shall be held at least
quarterly and at such times as the board shall from time to time determine.
Notices of regular meetings need not be given. If any day fixed for a regular
meeting shall be a legal holiday at the place where the meeting is to be held,
then the meeting which would otherwise be held on that day shall be postponed
until another day as determined by resolution of the board.
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10. Special Meetings; Notice. Special meetings of the board shall be held
whenever called by the chairman of the board, the president, any two (2)
executive officers, or one-third (1/3) of the directors. A notice of each
special meeting shall be given as provided in this Section which notice shall
specify the time and place of the meeting, but, except as otherwise expressly
provided by law, the purposes thereof need not be stated in such notice. Notice
of each meeting shall be mailed to each director, addressed to him at his
residence or usual place of business at least two (2) days before the day on
which the meeting is to be held or shall be sent addressed to him at such place
by telegraph, cable, wireless or other form or recorded communication or be
delivered personally or by telephone not later than the day before the day on
which the meeting is to be held. Notice of any meeting of the board need not,
however, be given to any director if waived by him in writing or by telegraph,
cable, wireless, or other form of recorded communication before, during, or
after such meeting or if he shall be present at the meeting; and any meeting of
the board shall be a legal meeting without any notice thereof having been given
if all the directors of the Corporation then in office shall be present thereat.
However, the attendance of a director at a meeting shall not constitute a waiver
of notice of that meeting when the director attends the meeting for the express
purpose of objecting to the transaction of any business due to the belief the
meeting is not lawfully called or convened.
11. Quorum and Manner of Acting. Except as otherwise provided in these Bylaws,
in the Charter or by law, a majority of the whole board shall be present in
person at any meeting of the board in order to constitute a quorum for the
transaction of business at the meeting. The act of a majority of the directors
present at any meeting at which a quorum is present shall be the act of the
board. In the absence of a quorum, a majority of the directors present thereat
may adjourn such meeting from time to time until a quorum shall be present
thereat. Notice of any adjourned meeting need not be given. The directors shall
act only as a board and individual directors shall have no power as such.
12. Action by Consent. Any action required or permitted to be taken at any
meeting of the board or of any committee thereof or of the shareholders may be
taken without a meeting if written consent setting forth the action so taken is
signed by all members of the board or of a committee or by all shareholders or
if permitted by statute the number of which would be sufficient to carry the
vote if a meeting were to be held, as the case may be, and such written consent
is filed with the minutes of proceedings of the board or committee or
shareholders. In addition, any action required or permitted to be taken at any
meeting of the board or of any committee thereof may be taken pursuant to a
telephone conference call or similar communications equipment so long as all
members of the board or committee participating in the meeting can hear each
other.
ARTICLE III
COMMITTEES
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1. Executive Committee - Number, Appointment, Term of Office, etc. The board,
by resolution adopted by a majority of the whole board, may designate an
Executive Committee consisting of one (1) or more directors then in office, but
at a minimum, the president shall be a member. The president shall chair the
Executive Committee. The designation of the Executive Committee and the
delegation of authority to the Executive Committee shall not operate to relieve
the board, or any member of the board, of any responsibility imposed by law.
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Each member of the Executive Committee shall continue to be a member thereof
only so long as he remains a director and at the pleasure of a majority of the
whole board. Any vacancies on the Executive Committee may be filled by the
majority of the whole board. The term "whole Executive Committee" as used in
these Bylaws shall mean the number of positions on the Executive Committee
regardless of the number of members thereof then in office.
2. Functions and Powers. The Executive Committee, between meetings of the
board, shall have and may exercise all of the authority of the board in the
management of the business and affairs of the Corporation except to the extent,
if any, that such authority shall be limited by resolution appointing the
Executive Committee and by state law.
3. Meetings. Regular or special meetings of the Executive Committee of which
no notice shall be necessary, shall be held on such days and times and at such
places within or without the State of Tennessee whenever called by any two (2)
members of the Executive Committee, or one-third (1/3) of the directors. Notice
of each special meeting thereof, shall be addressed to each committee member at
his residence or usual place of business by mail, telegraph, cable, wireless,
other form of recorded communication, delivered personally, or be given by
telephone. Notice of any such meeting need not, however, be given to any member
of the Executive Committee if waived by him in writing or by telegraph, cable,
wireless, or other form of recorded communication, before, during, or after such
meeting or if he shall be present at such meeting; and any meeting of the
Executive Committee shall be a legal meeting without any notice thereof having
been given if all the members of the Executive Committee shall be present
thereat or sign a waiver of notice. The purpose of a meeting need not be
specified in the notice or waiver of notice of any meeting. Subject to the
provisions of these Bylaws, by resolution adopted by a majority of the whole
Executive Committee, the Executive Committee may fix its own rules of procedure.
4. Quorum and Manner of Acting. Except as otherwise provided in these Bylaws
or by law, a majority of the members of the Executive Committee shall constitute
a quorum for the transaction of business, and the act of a majority of those
present at a meeting thereof at which a quorum is present shall be the act of
the Executive Committee. The members of the Executive Committee shall act only
as a committee, and the individual members shall have no power as such.
5. Resignations. Any member of the Executive Committee may resign therefrom at
any time by giving written notice of his resignation to the chairman of the
Executive Committee, the chairman of the board, or the president. Any such
resignation shall take effect at the time specified therein or, if the time when
it shall become effective shall not be specified therein, then it shall take
effect immediately upon its receipt by the chairman of the board, the president
or the secretary; and, unless specified therein, the acceptance of a resignation
shall not be necessary to make it effective.
6. Other Committees. The board, by resolution adopted by a majority of the
whole board, may designate one or more other committees, which shall in each
case consist of such number and shall have and may exercise such powers as are
delegable under Tennessee law of the board for such periods as the board may
determine in the respective resolutions designating such committees or from time
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to time. A majority of all members of any committee may fix its rules of
procedure, determine its action, fix the time and place, whether within or
without the State of Tennessee, of its meetings and specify what notice thereof,
if any, shall be given, unless the board shall by resolution otherwise provide.
Each member of any such committee shall continue to be a member thereof only at
the pleasure of a majority of the whole board. Any vacancies on any committee
may be filled by a majority of the whole board.
ARTICLE IV
OFFICERS
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1. Number. The corporation shall have a president and a secretary, and such
other officers as the board of directors shall from time to time deem necessary.
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 shall be elected by the board at its annual
meeting. Each officer shall serve until the expiration of the term for which he
is elected, and thereafter until his successor has been elected and qualified.
Any vacancies in any offices may be filled by a majority vote of the whole
board.
3. Resignations and Removal. Any officer may resign at any time by giving
written notice of his resignation to the board, the president, or the secretary.
Any such resignation shall take effect at the time specified therein or, if the
time when it shall become effective shall not be specified therein, then it
shall take effect immediately upon its receipt by the board, the president or
the secretary; and, unless otherwise specified therein, the acceptance of such
resignation shall not be necessary to make it effective. Subject to the
provisions of the Charter, any officer or agent may be removed by a majority
vote of the board, with or without cause.
4. Duties. All officers shall have such authority and perform such duties in
the management of the corporation as are normally incident to their offices and
as the board of directors may from time to time provide. If not specified, the
duties shall be as follows:
(a) Chairman of the Board (if any): The chairman of the board
shall perform such duties as are properly required of him by the board
of directors.
(b) President: The president shall preside at all meetings of
the board of directors and shareholders, unless he requests another
officer to preside in his stead. The president shall perform all other
duties as may be assigned by the board of directors. In the case of
death, disability or prolonged absence of the chairman, the president
shall perform and be vested with all the duties and powers of the
chairman.
(c) Vice-President (if any): The vice-president shall perform
such duties as may be assigned to him by the board of directors. In
case of the death, disability, or absence of the president, the
vice-president shall perform and be vested with all the duties and
powers of the president.
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(d) Secretary: The secretary shall keep the minutes of the
meetings of the board of directors and of the shareholders in a well
bound book or books; he shall attend to the giving and serving of
notice; he may sign with the president in the name of the corporation
all stock certificates, contracts, and instruments authorized by the
board of directors; he shall have charge of the certificate books and
other books or papers as the board of directors may direct; all of
which shall at all reasonable times be open to the examination of any
director or shareholder, to the extent required by law, upon
application at the office of the corporation during business hours; he
shall authenticate records of the corporation; and he shall in addition
perform all duties incident to the office of secretary, subject to the
control of the board of directors. He shall submit such reports to the
board of directors as may be required by it.
(e) CFO (if any): The CFO shall have the custody of all funds
and securities of the corporation and shall keep proper accounts of
same; when necessary or proper, he shall endorse, on behalf of the
corporation, all checks, notes, and other obligations and shall deposit
the same to the credit of the corporation in such bank or banks as the
board of directors may designate. He shall enter regularly in the books
of the corporation to be kept by him for that purpose a full and
accurate account of all monies received and paid out by him on account
of the corporation, and he shall at all reasonable times exhibit his
books and accounts to any director or shareholder upon application at
the office of the corporation during business hours; he shall perform
all acts incident to the position of the CFO, subject to the control of
the board of directors.
ARTICLE V
RESIGNATIONS, REMOVALS, AND VACANCIES
-------------------------------------
1. Resignations. Any officer or director may resign at any time by giving
written notice to the chairman of the board, the president, or the secretary.
Any such resignation shall take effect at the time specified therein, or, if no
time is specified, then upon its delivery to the corporation.
2. Removal of Officers. Any officer or agent may be removed by the board at
any time, with or without cause.
3. Removal of Directors. Any or all of the directors may be removed either
with or without cause by a proper vote of the shareholders; and, as provided in
the charter, may be removed with cause by a majority vote of the entire board.
"Cause" shall include a director willfully or without reasonable cause being
absent from any regular or special meeting for the purpose of obstructing or
hindering the business of the corporation.
4. Vacancies of Directors. Newly created directorships resulting from an
increase in the number of directors, and vacancies occurring in any directorship
for any reason, including removal of a director, may be filled by the vote of a
majority of the directors then in office, even if less than a quorum exists.
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ARTICLE VI
INDEMNIFICATION
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1. Liability of Officers and Directors. No person shall be liable for any loss
or damage suffered on account of any action taken or omitted to be taken by him
as a director or officer of the corporation in good faith and in accordance with
the standard of conduct set forth in T.C.A. ss. 48-18-502.
2. Indemnification of Officers and Directors. The corporation shall indemnify
to the fullest extent permitted by law any and all persons who may serve or who
have served at any time as directors or officers, or who at the request of the
board of directors of the corporation may serve or at any time have served as
directors or officers of another corporation in which the corporation at such
time owned or may own shares of stock or of which it was or may be a creditor,
and their respective heirs, administrators, successors, and assigns, against any
and all expenses, including amounts paid upon judgments, counsel fees, and
amounts paid in settlement (before or after suit is commenced), actually and
necessarily incurred by such persons in connection with the defense or
settlement of any claim, action, suit, or proceeding in which they, or any of
them, are made parties, or a party, or which may be asserted against them or any
of them, by reason of being or having been directors or officers or a director
or officer of the corporation or such other corporation, except in relation to
such matters to which any such director or officer or former director or officer
or person shall be adjudged in any action, suit, or proceeding to be liable for
his own negligence or misconduct in the performance of his duty. Such
indemnification shall be in addition to any other rights to which those
indemnified may be entitled under any law, bylaw, agreement, vote of
shareholders, or otherwise.
ARTICLE VII
CAPITAL STOCK
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1. Certificates of Stock. Every owner of Stock shall be entitled to have a
certificate or certificates, in such form as the board shall prescribe,
certifying the number, class, and series, if any, of shares of Stock owned by
him. The certificates representing shares of the respective classes and series,
if any, of the Stock shall be numbered in the order in which they shall be
issued and shall be signed in the name of the Corporation by the person who was,
at the time of signing, the president, or a vice president and by the person who
was, at the time of the signing, the secretary, and the seal of the Corporation
shall be affixed thereto if there is a seal; provided however, that where any
certificate is signed (a) by a transfer agent or assistant transfer agent or (b)
by a transfer clerk acting on behalf of the Corporation and a registrar, the
signature thereon of such president or vice president and of such secretary and
the seal of the Corporation affixed thereto may be facsimile. In case any
officer or officers of the Corporation who shall have signed, or whose facsimile
signature or signatures shall have been used on, any such certificate or
certificates shall cease to be an officer or officers, whether because of death,
resignation or otherwise, before such certificate or certificates shall have
been delivered by the corporation, such certificate or certificates may
nevertheless be issued and delivered as though the person or persons who signed
such certificate or certificates or whose facsimile signature or signatures
shall have been used thereon had not ceased to be the officer or officers. A
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record shall be kept of the respective names of the persons, firms or
corporations owning the Stock represented by certificates for Stock, the number,
class and series, if any, of shares represented by such certificates,
respectively, the respective dates thereof, and, in case of cancellation, the
respective dates of cancellation. Every certificate surrendered to the
Corporation for exchange or transfer shall be canceled, and a new certificate or
certificates shall be issued only after the former certificate for a like number
of shares shall have been so canceled, except in cases provided for in Section 4
of this Article VII.
2. Transfers of Stock. Transfers of the Stock shall be effective only when
entered upon the stock transfer books of the Corporation. The registered holder
of Stock, or his attorney thereunto authorized by power of attorney duly
executed and filed with the secretary or with a transfer clerk or a transfer
agent appointed as provided in Section 3, Article VII, shall surrender for
cancellation the certificate or certificates for such shares which have been
properly endorsed and shall pay all taxes thereon. The person in whose name
shares of Stock stand on the books of the Corporation shall be deemed by the
Corporation to be the owner thereof for all purposes.
3. Regulations. The board may make rules and regulations as it may deem
expedient, not inconsistent with these Bylaws, concerning the issue, transfer
and registration of Stock certificates. The board may appoint or authorize any
officer or officers to appoint one or more transfer clerks or one or more
transfer agents and one or more registrars and may require all Stock
certificates to bear the signature or signatures of any of them.
4. Lost, Destroyed and Mutilated Certificates. The Corporation may issue a new
Stock certificate in the place of any certificate theretofore issued by it,
alleged to have been lost or destroyed, or which shall have been mutilated, and
the board, in its discretion, may require the owner of the allegedly lost,
destroyed, or mutilated certificate, or his legal representatives, to give the
Corporation a bond in the sum, limited or unlimited, in a form and with any
surety or sureties as the board shall in its uncontrolled discretion determine
to be sufficient to indemnify the Corporation against any claim that may be made
against it on account of the alleged loss or destruction of any certificate, or
the issuance of a new certificate.
5. Closing of Transfer Books. For the purpose of determining shareholders
entitled to notice of or to vote at any meeting of shareholders or adjournment
thereof, or shareholders entitled to receive payment of any dividend, or in
order to make a determination of shareholders for any other purpose, the board
may, by resolution, direct that the stock transfer books of the Corporation be
closed for a stated period not to exceed forty (40) days or such longer period
as permitted by statute. If the stock transfer books shall be closed for the
purpose of determining shareholders entitled to vote at a meeting of
shareholders, the books shall be closed for at least ten (10) days immediately
preceding the meeting. Provided, however, that, in lieu of closing the stock
transfer books as aforesaid, the board may fix in advance a date not to be less
than ten (10) days preceding the date on which the particular action requiring
the determination of shareholders is to be taken, as a record date for the
determination of the shareholders. In the event that no such record date shall
have been so fixed for a meeting of shareholders, the record date shall be the
date of the meeting. The shareholders as determined and only those shareholders
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as shall be shareholders of record on the date so fixed shall be entitled to
such notice of, and to vote at, the meeting and any adjournment thereof, or to
give consent, as the case may be, notwithstanding any transfer of any Stock on
the books of the Corporation after any record date fixed as aforesaid.
ARTICLE VIII
ACTION BY CONSENT
-----------------
Whenever the shareholders or directors are required or permitted to take
any action by vote, such action may be taken without a meeting on written
consent, setting forth the action so taken, signed by all the persons or
entities entitled to vote thereon and indicating each person or entity's vote or
abstention on the action. The action must receive the affirmative vote of the
number of votes that would be necessary to authorize or take such action at a
meeting.
ARTICLE IX
RESERVED
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ARTICLE X
AMENDMENT OF BYLAWS
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Any provision of these Bylaws, except for the provisions of Section 7.6 or
those provisions relating to the duties, term of office, or indemnification of a
director, may be amended, altered or repealed by the board; but any bylaws made
by the board may be altered, amended, or repealed by the shareholders. The
provisions of Section 7.6 may be amended only by a two-thirds (2/3) majority
vote of the outstanding shares and with the express written consent of the
proposed initial directors. Those provisions relating to the duties, term of
office, or indemnification of a director, may be amended, altered, or repealed
only by a two-thirds (2/3) majority vote of the outstanding shares.
CERTIFICATION
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I certify that these bylaws were adopted by the organizational meeting of
the corporation held on October 10, 2003.
/s/ T. Don Waddell
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T. Don Waddell
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