Exhibit 3.2
AMENDED CODE OF REGULATIONS
OF
NB&T FINANCIAL GROUP, INC.
INDEX
Section - Caption Page No.
- ----------------- --------
ARTICLE ONE - MEETINGS OF SHAREHOLDERS. . . . . . . . . . . . . . . . . .1
Section 1.01. Annual Meetings . . . . . . . . . . . . . . . . . . . .1
Section 1.02. Calling of Meetings . . . . . . . . . . . . . . . . . .1
Section 1.03. Place of Meeting. . . . . . . . . . . . . . . . . . . .1
Section 1.04. Notice of Meetings. . . . . . . . . . . . . . . . . . .2
Section 1.05. Waiver of Notice. . . . . . . . . . . . . . . . . . . .2
Section 1.06. Quorum . . . . . . . . . . . . . . . . . . . . . . . .2
Section 1.07. Votes Required. . . . . . . . . . . . . . . . . . . . .2
Section 1.08. Order of Business . . . . . . . . . . . . . . . . . . .2
Section 1.09. Shareholders Entitled to Vote . . . . . . . . . . . . .2
Section 1.10. Proxies . . . . . . . . . . . . . . . . . . . . . . . .3
Section 1.11. Inspectors of Election. . . . . . . . . . . . . . . . .3
ARTICLE TWO - DIRECTORS . . . . . . . . . . . . . . . . . . . . . . . . .3
Section 2.01. Meetings of Directors . . . . . . . . . . . . . . . . .3
Section 2.02. Notice of Meetings. . . . . . . . . . . . . . . . . . .4
Section 2.03. Waiver of Notice. . . . . . . . . . . . . . . . . . . .4
Section 2.04. Quorum . . . . . . . . . . . . . . . . . . . . . . . . 4
Section 2.05. Executive Committee. . . . . . . . . . . . . . . . . . 4
Section 2.06. Compensation . . . . . . . . . . . . . . . . . . . . . 5
Section 2.07. By-Laws. . . . . . . . . . . . . . . . . . . . . . . . 5
ARTICLE THREE - OFFICERS . . . . . . . . . . . . . . . . . . . . . . . . 5
Section 3.01. Officers . . . . . . . . . . . . . . . . . . . . . . . 5
Section 3.02. Tenure of Office . . . . . . . . . . . . . . . . . . . 5
Section 3.03. Duties of the Chairman of the Board. . . . . . . . . . 5
Section 3.04. Duties of the President. . . . . . . . . . . . . . . . 5
Section 3.05. Duties of the Vice Presidents. . . . . . . . . . . . . 5
Section 3.06. Duties of the Secretary. . . . . . . . . . . . . . . . 6
Section 3.07. Duties of the Treasurer. . . . . . . . . . . . . . . . 6
ARTICLE FOUR - SHARES. . . . . . . . . . . . . . . . . . . . . . . . . . 6
Section 4.01. Certificates . . . . . . . . . . . . . . . . . . . . . 6
Section 4.02. Transfers. . . . . . . . . . . . . . . . . . . . . . . 6
Section 4.03. Transfer Agents and Registrars . . . . . . . . . . . . 7
Section 4.04. Lost, Wrongfully Taken or Destroyed Certificates . . . 7
Section 4.05. Uncertified Shares . . . . . . . . . . . . . . . . . . 7
ARTICLE FIVE - MISCELLANEOUS . . . . . . . . . . . . . . . . . . . . . . 8
Section 5.01. Amendments . . . . . . . . . . . . . . . . . . . . . . 8
Section 5.02. Action by Shareholders or Directors
Without a Meeting. . . . . . . . . . . . . . . . . . . 8
AMENDED
CODE OF REGULATIONS
OF
NB&T FINANCIAL GROUP, INC.
ARTICLE ONE
MEETINGS OF SHAREHOLDERS
Section 1.01. Annual Meetings. The annual meeting of the shareholders
for the election of directors, for the consideration of reports to be laid
before such meeting and for the transaction of such other business as may
properly come before such meeting, shall be held on the third Tuesday in
March of each year, at 9 o'clock a.m., if not a legal holiday, but if a legal
holiday, then on the day following at the same hour in each year or on such
other date as may be fixed from time to time by the directors.
Section 1.02. Calling of Meetings. Meetings of the shareholders may be
called only by the chairman of the board; the president; or, in case of the
president's absence, death, or disability, the vice president authorized to
exercise the authority of the president; the secretary; the directors by
action at a meeting, or a majority of the directors acting without a meeting;
or the holders of at least fifty percent of all shares outstanding and
entitled to vote thereat.
Section 1.03. Place of Meetings. All meetings of shareholders shall be
held at the principal office of the corporation, unless otherwise provided by
action of the directors. Meetings of shareholders may be held at any place
within or without the State of Ohio.
Section 1.04. Notice of Meetings (A) Written notice stating the time,
place and purposes of a meeting of the shareholders shall be given either by
personal delivery or by mail not less than seven (7) nor more than sixty (60)
days before the date of the meeting, (1) to each shareholder of record
entitled to notice of the meeting, (2) by or at the direction of the
president or the secretary. If mailed, such notice shall be addressed to the
shareholder at his address as it appears on the records of the corporation.
Notice of adjournment of a meeting need not be given if the time and place to
which it is adjourned are fixed and announced at such meeting. In the event
of a transfer of shares after the record date for determining the
shareholders who are entitled to receive notice of a meeting of shareholders,
it shall not be necessary to give notice to the transferee. Nothing herein
contained shall prevent the setting of a record date in the manner provided
by law, the Articles or the Regulations for the determination of shareholders
who are entitled to receive notice of or to vote at any meeting of
shareholders or for any purpose required or permitted by law.
(B) Following receipt by the president or the secretary of a request
in writing, specifying the purpose or purposes for which the persons properly
making such request have called a meeting of the shareholders, delivered
either in person or by registered mail to such officer by any persons
entitled to call a meeting of shareholders, such officer shall cause to be
given to the shareholders entitled thereto notice of a meeting to be held on
a date not less than seven (7) nor more than sixty (60) days after the
receipt of such request, as such officer may fix. If such notice is not
given within sixty (60) days after the receipt of such request by the
president or the secretary, then, and only then, the persons properly calling
the meeting may fix the time of meeting and give notice thereof in accordance
with the provisions of the Regulations.
Section 1.05. Waiver of Notice. Notice of the time, place and purpose
or purposes of any meeting of shareholders may be waived in writing, either
before or after the holding of such meeting, by any shareholder, which
writing shall be filed with or entered upon the records of such meeting. The
attendance of any shareholder, in person or by proxy, at any such meeting
without protesting the lack of proper notice, prior to or at the commencement
of the meeting, shall be deemed to be a waiver by such shareholder of notice
of such meeting.
Section 1.06. Quorum. At any meeting of shareholders, the holders of
a majority of the voting shares of the corporation then outstanding and
entitled to vote thereat, present in person or by proxy, shall constitute
a quorum for such meeting. The holders of a majority of the voting shares
represented at a meeting, whether or not a quorum is present, or the chairman
of the board, the president or the officer of the corporation acting as
chairman of the meeting, may adjourn such meeting from time to time, and if
a quorum is present at such adjourned meeting any business may be transacted
as if the meeting had been held as originally called.
Section 1.07. Votes Required. At all elections of directors the
candidates receiving the greatest number of votes without cumulation, shall
be elected. Any other matter submitted to the shareholders for their vote
shall be decided by the vote of such proportion of the shares, or of any
class of shares, or of each class, as is required by law, the Articles or
the Regulations.
Section 1.08. Order of Business. The order of business at any meeting
of shareholders shall be determined by the officer of the corporation acting
as chairman of such meeting unless otherwise determined by a vote of the
holders of a majority of the voting shares of the corporation then
outstanding, present in person or by proxy and entitled to vote at such
meeting.
Section 1.09. Shareholders Entitled to Vote. Each shareholder of
record on the books of the corporation on the record date for determining
the shareholders who are entitled to vote at a meeting of shareholders shall
be entitled at such meeting to the number of votes for each share of the
corporation standing in his name on the books of the corporation on such
record date as determined in accordance with the Articles or as required by
law. The directors may fix a record date for the determination of the
shareholders who are entitled to receive notice of and to vote at a meeting
of shareholders, which record date shall not be a date earlier than the date
on which the record date is fixed and which record date may be a maximum of
sixty (60) days preceding the date of the meeting of shareholders.
-2-
Section 1.10. Proxies. At meetings of the shareholders any shareholder
of record entitled to vote thereat may be represented and may vote by a proxy
or proxies appointed by an instrument in writing signed by such shareholder,
but such instrument shall be filed with the secretary of the meeting before
the person holding such proxy shall be allowed to vote thereunder. No proxy
shall be valid after the expiration of eleven months after the date of its
execution, unless the shareholder executing it shall have specified therein
the length of time it is to continue in force.
Section 1.11. Inspectors of Election. In advance of any meeting of
shareholders, the directors may appoint inspectors of election to act at such
meeting or any adjournment thereof; if inspectors are not so appointed, the
officer of the corporation acting as chairman of any such meeting may make
such appointment. In case any person appointed as inspector fails to appear
or act, the vacancy may be filled only by appointment made by the directors
in advance of such meeting or, if not so filled, at the meeting by the
officer of the corporation acting as chairman of such meeting. No other
person or persons may appoint or require the appointment of inspectors of
election.
ARTICLE TWO
DIRECTORS
Section 2.01. Meetings of Directors. A meeting of the directors shall
be held immediately following the adjournment of each annual meeting of
shareholders at which directors are elected, and notice of such meeting need
not be given. The directors shall hold such other meetings as may from time
to time be called, and such other meetings of directors may be called only by
the chairman of the board, the president, or any two directors. All meetings
of directors, shall be held at the principal office of the corporation in the
City of Wilmington, County of Clinton or at such other place within or
without the State of Ohio, as the directors may from time to time determine
by a resolution. Meetings of the directors may be held through any
communications equipment if all persons participating can hear each other and
participation in a meeting pursuant to this provision shall constitute
presence at such meeting.
Section 2.02. Notice of Meetings. Notice of the time and place of each
meeting of directors for which such notice is required by law, the Articles,
the Regulations or the By-Laws shall be given to each of the directors by at
least one of the following methods:
(A) In a writing mailed not less than three days before such meeting
and addressed to the residence or usual place of business of a director, as
such address appears on the records of the corporation; or
(B) By telegraph, cable, radio, wireless or a writing sent or
delivered to the residence or usual place of business of a director as the
same appears on the records of the corporation, not later than the day before
the date on which such meeting is to be held; or
-3-
(C) Personally or by telephone not later than the day before the date
on which such meeting is to be held.
Notice given to a director by any one of the methods specified in the
Regulations shall be sufficient, and the method of giving notice to all
directors need not be uniform. Notice of any meeting of directors may be
given only by the chairman of the board, the president or the secretary of
the corporation. Any such notice need not specify the purpose or purposes of
the meeting. Notice of adjournment of a meeting of directors need not be
given if the time and place to which it is adjourned are fixed and announced
at such meeting.
Section 2.03. Waiver of Notice. Notice of any meeting of directors may
be waived in writing, either before or after the holding of such meeting, by
any director, which writing shall be filed with or entered upon the records
of the meeting. The attendance of any director at any meeting of directors
without protesting, prior to or at the commencement of the meeting, the lack
of proper notice, shall be deemed to be a waiver by him of notice of such
meeting.
Section 2.04. Quorum. A majority of the whole authorized number of
directors shall be necessary to constitute a quorum for a meeting of
directors, except that a majority of the directors in office shall constitute
a quorum for filling a vacancy in the board. The act of a majority of the
directors present at a meeting at which a quorum is present is the act of the
board, except as otherwise provided by law, the Articles or the Regulations.
Section 2.05. Executive Committee. The directors may create any
executive committee or any other committee of directors, to consist of not
less than three (3) directors, and may authorize the delegation to such
executive committee or other committees of any of the authority of the
directors, however conferred, other than that of filling vacancies among the
directors or in the executive committee or in any other committee of the
directors.
Such executive committee or any other committee of directors shall serve
at the pleasure of the directors, shall act only in the intervals between
meetings of the directors, and shall be subject to the control and direction
of the directors. Such executive committee or other committee of directors
may act by a majority of its members at a meeting or by a writing or writings
signed by all of its members.
Any act or authorization of any act by the executive committee or any
other committee within the authority delegated to it shall be as effective
for all purposes as the act or authorization of the directors. No notice of
a meeting of the executive committee or of any other committee of directors
shall be required. A meeting of the executive committee or of any other
committee of directors may be called only by the president or by a member of
such executive or other committee of directors. Meetings of the executive
committee or of any other committee of directors may be held through any
communications equipment if all persons participating can hear each other and
participation in such a meeting shall constitute presence thereat.
-4-
Section 2.06. Compensation. Directors shall be entitled to receive as
compensation for services rendered and expenses incurred as directors, such
amounts as the directors may determine.
Section 2.07. By-Laws. The directors may adopt, and amend from time to
time, By-Laws for their own government, which By-Laws shall not be
inconsistent with the law, the Articles or the Regulations.
ARTICLE THREE
OFFICERS
Section 3.01. Officers. The officers of the corporation to be elected
by the directors shall be a president, a secretary, a treasurer, and, if
desired, one or more vice presidents and such other officers and assistant
officers as the directors may from time to time elect. The directors may
elect a chairman of the board, who must be a director. Officers need not be
shareholders of the corporation, and may be paid such compensation as the
board of directors may determine. Any two or more offices may be held by the
same person, but no officer shall execute, acknowledge, or verify any
instrument in more than one capacity if such instrument is required by law,
the Articles, the Regulations or the By-Laws to be executed, acknowledged,
or verified by two or more officers.
Section 3.02. Tenure of Office. The officers of the corporation shall
hold office at the pleasure of the directors. Any officer of the corporation
may be removed, either with or without cause, at any time, by the affirmative
vote of a majority of all the directors then in office; such removal,
however, shall be without prejudice to the contract rights, if any, of the
person so removed.
Section 3.03. Duties of the Chairman of the Board. The chairman of the
board, if any, shall preside at all meetings of the directors. He shall have
such other powers and duties as the directors shall from time to time assign
to him.
Section 3.04. Duties of the President. The president shall be the
chief executive officer of the corporation and shall exercise supervision
over the business of the corporation and shall have, among such additional
powers and duties as the directors may from time to time assign to him, the
power and authority to sign all certificates evidencing shares of the
corporation and all deeds, mortgages, bonds, contracts, notes and other
instruments requiring the signature of the president of the corporation. It
shall be the duty of the president to preside at all meetings of
shareholders.
Section 3.05. Duties of the Vice Presidents. In the absence of the
president or in the event of his inability or refusal to act, the vice
president, if any (or in the event there be more than one vice president,
the vice presidents in the order designated, or in the absence of any
designation, then in the order of their election), shall perform the duties
-5-
of the president and, when so acting, shall have all the powers of and be
subject to all restrictions upon the president. The vice presidents shall
perform such other duties and have such other powers as the directors may
from time to time prescribe.
Section 3.06. Duties of the Secretary. It shall be the duty of the
secretary, or of an assistant secretary, if any, in case of the absence or
inability to act of the secretary, to keep minutes of all the proceedings of
the shareholders and the directors and to make a proper record of the same;
to perform such other duties as may be required by law, the Articles or the
Regulations; to perform such other and further duties as may from time to
time be assigned to him by the directors or the president; and to deliver
all books, paper and property of the corporation in his possession to his
successor, or to the president.
Section 3.07. Duties of the Treasurer. The treasurer, or an assistant
treasurer, if any, in case of the absence or inability to act of the
treasurer, shall receive and safely keep in charge all money, bills, notes,
chooses in action, securities and similar property belonging to the
corporation, and shall do with or disburse the same as directed by the
president or the directors; shall keep an accurate account of the finances
arid business of the corporation, including accounts of its assets,
liabilities, receipts, disbursements, gains, losses, stated capital and
shares, together with such other accounts as may be required and hold the
same open for inspection and examination by the directors; shall give bond
in such sum with such security as the directors may require for the faithful
performance of his duties; shall, upon the expiration of his term of office,
deliver all money and other property of the corporation in his possession or
custody to his successor or the president; and shall perform such other
duties as from time to time may be assigned to him by the directors.
ARTICLE FOUR
SHARES
Section 4.01. Certificates. Certificates evidencing ownership of
shares of the corporation shall be issued to those entitled to them. Each
certificate evidencing shares of the corporation shall bear a distinguishing
number; the signatures of the chairman of the board, the president, or a vice
president, and of the secretary or an assistant secretary (except that when
any such certificate is countersigned by an incorporated transfer agent or
registrar, such signatures may be facsimile, engraved, stamped or printed);
and such recitals as may be required by law. Certificates evidencing shares
of the corporation shall be of such tenor and design as the directors may
from time to time adopt and may bear such recitals as are permitted by law.
Section 4.02. Transfers. Where a certificate evidencing a share or
shares of the corporation is presented to the corporation or its proper
agents with a request to register transfer, the transfer shall be registered
as requested if:
-6-
(1) An appropriate person signs on each certificate so presented or
signs on a separate document an assignment or transfer of shares evidenced by
each such certificate, or signs a power to assign or transfer such shares, or
when the signature of an appropriate person is written without more on the
back of each such certificate; and
(2) Reasonable assurance is given that the endorsement of each
appropriate person is genuine and effective; the corporation or its agents
may refuse to register a transfer of shares unless the signature of each
appropriate person is guaranteed by a commercial bank or trust company
having an office or a correspondent in the City of New York or by a firm
having membership in the New York Stock Exchange; and
(3) All applicable laws relating to the collection of transfer or
other taxes have been complied with; and
(4) The corporation or its agents are not otherwise required or
permitted to refuse to register such transfer.
Section 4.03. Transfer Agents and Registrars. The directors may
appoint one or more agents to transfer or to register shares of the
corporation, or both.
Section 4.04. Lost, Wrongfully Taken or Destroyed Certificates.
Except as otherwise provided by law, where the owner of a certificate
evidencing shares of the corporation claims that such certificate has been
lost, destroyed or wrongfully taken, the directors must cause the corporation
to issue a new certificate in place of the original certificate if the owner:
(1) So requests before the corporation has notice that such original
certificate has been acquired by a bona fide purchaser; and
(2) Files with the corporation, unless waived by the directors, an
indemnity bond, with surety or sureties satisfactory to the corporation, in
such sums as the directors may, in their discretion, deem reasonably
sufficient as indemnity against any loss or liability that the corporation
may incur by reason of the issuance of each such new certificate; and
(3) Satisfies any other reasonable requirements which may be imposed
by the directors, in their discretion.
Section 4.05. Uncertificated Shares. Anything contained in this
Article Fourth to the contrary notwithstanding, the directors may provide
by resolution that some or all of any or all classes and series of shares of
the corporation shall be uncertificated shares, provided that such resolution
shall not apply to (A) shares of the corporation represented by a certificate
until such certificate is surrendered to the corporation in accordance with
applicable provisions of Ohio law or (B) any certificated security of the
corporation issued in exchange for an uncertificated security in accordance
with applicable provisions of Ohio law. The rights and obligations of the
holders of uncertificated shares and the rights and obligations of the
holders of certificates representing shares of the same class and series
shall be identical, except as otherwise expressly provided by law.
-7-
ARTICLE FIVE
MISCELLANEOUS
Section 5.01. Amendments. Except as otherwise provided in the
Articles, the Regulations may be amended, or new regulations may be adopted,
at a meeting of shareholders held for such purpose, only by the affirmative
vote of the holders of shares entitling them to exercise a majority of the
voting power of the corporation on such proposal, or without a meeting by the
written consent of the holders of shares entitling them to exercise a
majority of the voting power of the corporation on such proposal.
Section 5.02. Action by Shareholders or Directors Without a Meeting.
Anything contained in the Regulations to the contrary notwithstanding, except
as provided in Section 5.01, any action which may be authorized or taken at a
meeting of the shareholders or of the directors or of a committee of the
directors, as the case may be, may be authorized or taken without a meeting
with the affirmative vote or approval of, and in a writing or writings signed
by, all the shareholders who would be entitled to notice of a meeting of the
shareholders held for such purpose, or all the directors, or all the members
of such committee of the directors, respectively, which writings shall be
filed with or entered upon the records of the corporation.
-8-