EXHIBIT 3.1
CENTRUE FINANCIAL CORPORATION
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BYLAWS
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ARTICLE I
NAME
Section 1.1 Name. The name of this corporation is "Centrue
Financial Corporation."
ARTICLE II
OFFICES
Section 2.1 Registered Office. The corporation shall at all times
maintain a registered office in the State of Delaware, which, except as
otherwise determined by the Board of Directors of the corporation (the "Board"),
shall be in the City of Wilmington, County of New Castle.
Section 2.2 Principal Office. The principal office of the
corporation shall be maintained at such place within or without the State of
Delaware as the Board shall designate.
Section 2.3 Other Offices. The corporation may also have offices
at such other places within or without the State of Delaware as the Board shall
from time to time designate or the business of the corporation shall require.
ARTICLE III
MEETINGS OF STOCKHOLDERS
Section 3.1 Place of Meetings. All annual and special meetings of
stockholders shall be held at such places within or without the State of
Delaware as the Board may determine.
Section 3.2 Annual Meetings.
3.2.1 Time and Place. The regular annual meeting of
stockholders for the election of directors and for the transaction of
any other business of the corporation shall be held each year on the
fourth Tuesday of April, if not a legal holiday, or, if a legal
holiday, then on the next succeeding day not a Saturday, Sunday or
legal holiday, or at such other time, date or place as the Board may
determine.
3.2.2 New Business. At the annual meetings, directors shall
be elected and any other business properly proposed and filed with the
Secretary of the corporation as in these Bylaws provided may be
transacted which is within the powers of the stockholders.
Bylaws of Centrue Financial Corporation
As Amended on July 24, 2007
Any new business to be conducted at the annual meeting of the
stockholders shall be stated in writing and filed with the Secretary of
the corporation on or before thirty (30) days in advance of the first
anniversary date (month and day) of the previous year's annual meeting,
and all business so stated, proposed and filed shall, unless prior
action thereon is required by the Board, be considered at the annual
meeting. Any stockholder may make any other proposal at the annual
meeting and the same may be discussed and considered, but unless stated
in writing and filed with the Secretary of the corporation on or before
thirty (30) days in advance of the first anniversary date (month or
day) of the previous year's annual meeting, such proposal may only be
voted upon at a meeting held at least thirty (30) days after the annual
meeting at which it is presented. No other proposal may be acted upon
at the annual meeting. This provision shall not prevent the
consideration, approval or disapproval at the annual meeting of the
reports of officers and committees, but in connection with such reports
no business shall be acted upon at such annual meeting unless stated
and filed as herein provided.
Section 3.3 Notice. Written notice stating the place, day and
hour of the meeting and the purpose or purposes for which the meeting of the
stockholders is called shall be given not less than ten (10) nor more than sixty
(60) days before the date of the meeting, either personally or by mail, to each
stockholder of record entitled to vote at such meeting. If mailed, such notice
shall be deemed to be given when deposited in the U.S. mail, postage prepaid,
and addressed to the stockholder at his or her address as it appears on the
records of the corporation as of the record date prescribed in Section 3.9.1 and
Section 11.1.1 of these Bylaws.
Section 3.4 Nominations For Director. Nominations of candidates
for election as directors at any meeting of stockholders may be made: (a) by, or
at the direction of, a majority of the Corporate Governance and Nominating
Committee of the Board, or, if there is no Corporate Governance and Nominating
Committee of the Board at such time, by a majority of the Board; or (b) by any
stockholder of record entitled to vote at such meeting; provided that only
persons nominated in accordance with procedures set forth in this Section shall
be eligible for election as directors.
Nominations, other than those made by, or at the direction of, the
Corporate Governance and Nominating Committee or the Board, may only be made
pursuant to timely notice in writing to the Secretary of the corporation as set
forth in this Section 3.4. To be timely, a stockholder's notice shall be
delivered to, or mailed and received by the Secretary of the corporation, for an
annual meeting, not less than sixty (60) days nor more than ninety (90) days in
advance of the first anniversary date (month and day) of the previous year's
annual meeting, and for a special meeting, not less than sixty (60) days nor
more than ninety (90) days in advance of the date (month and day) of the special
meeting, regardless of any postponement or adjournments of that meeting to a
later date. Such stockholder notice shall set forth: (a) as to each person whom
the stockholder proposes to nominate for election as a director: (i) the name,
age, business address and residential address of such person; (ii) the principal
occupation or employment of such person; (iii) the class and number of shares of
the corporation's stock which are beneficially owned by such person on the date
of such stockholder notice; and (iv) any other information relating to such
person that would be required to be disclosed on Schedule 13D pursuant to
Regulation 13D-G under the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), in connection with the acquisition of stock, and pursuant to
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Bylaws of Centrue Financial Corporation
As Amended on July 24, 2007
Regulation 14A under the Exchange Act, in connection with the solicitation of
proxies with respect to nominees for election as directors, regardless of
whether such person is subject to the provisions of such regulations, including,
but not limited to, information required to be disclosed by Items 4(b) and 6 of
Schedule 14A of Regulation 14A with the Securities and Exchange Commission; and
(b) as to the stockholder giving the notice: (a) the name and address, as they
appear on the corporation's books, of such stockholder and the name and
principal business or residential address of any other beneficial stockholders
known by such stockholder to support such nominees; and (b) the class and number
of shares of the corporation's stock which are beneficially owned by such
stockholder on the date of such stockholder notice and the number of shares
owned beneficially by any other record or beneficial stockholders known by such
stockholder to be supporting such nominees on the date of such stockholder
notice. At the request of the Corporate Governance and Nominating Committee or
the Board, any person nominated by, or at the request of, the Corporate
Governance and Nominating Committee or the Board for election as a director
shall furnish to the Secretary of the corporation that information required to
be set forth in a stockholder's notice of nomination which pertains to the
nominee.
The Corporate Governance and Nominating Committee or the Board may
reject any nomination by a stockholder not timely made in accordance with the
requirements of this Section 3.4. If the Corporate Governance and Nominating
Committee or the Board determines that the information provided in a
stockholder's notice does not satisfy the informational requirements of this
Section 3.4 in any material respect, the Secretary of the corporation shall
promptly notify such stockholder of the deficiency in the notice. The
stockholder may cure the deficiency by providing additional information to the
Secretary within such period of time, not less than five days from the date such
deficiency notice is given to the stockholder, as the Corporate Governance and
Nominating Committee or the Board shall determine. If the deficiency is not
cured within such period, or if the Corporate Governance and Nominating
Committee or the Board determines that the additional information provided by
the stockholder, together with information previously provided, does not satisfy
the requirements of this Section 3.4 in any material respect, then the Corporate
Governance and Nominating Committee or the Board may reject such stockholder's
notice and the proposed nominations shall not be accepted if presented at the
stockholder meeting to which the notice relates. The Secretary of the
corporation shall notify a stockholder in writing whether his or her nomination
has been made in accordance with the time and informational requirements of this
Section 3.4. Notwithstanding the procedure set forth in this Section 3.4, if
neither the Corporate Governance and Nominating Committee nor the Board makes a
determination as to the validity of any nominations by a stockholder, the
presiding officer of the stockholder's meeting shall determine and declare at
the meeting whether a nomination was not made in accordance with the terms of
this Section 3.4. If the presiding officer determines that a nomination was not
made in accordance with the terms of this Section 3.4, he or she shall so
declare at the meeting and the defective nomination shall not be accepted.
Section 3.5 Special Meetings. Special meetings of stockholders
for the purpose of taking any action permitted the stockholders by law and the
Certificate of Incorporation of this corporation may be called at any time by at
least 66 2/3% of directors then in office. Except in special cases where other
express provision is made by statute, notice of such special meetings shall be
given in the same manner as for annual meetings of stockholders.
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Bylaws of Centrue Financial Corporation
As Amended on July 24, 2007
Section 3.6 Voting Lists. The officer having charge of the stock
transfer books for shares of the capital stock of the corporation shall make at
least ten (10) days before each meeting of the stockholders a complete list of
the stockholders entitled to vote at such meeting, with the address of and the
number of shares registered in the name of, each stockholder. Such list shall be
subject to inspection by any stockholder, for any purpose germane to the
meeting, at any time during the meeting, either at a place within the city where
the meeting is to be held, which place shall be specified in the notice of the
meeting, or, if not so specified in the notice of the meeting, at the place
where the meeting is to be held. Such list shall also be produced and kept open
at the time and place of the meeting and shall be subject to the inspection of
any stockholder during the whole time of the meeting. The original stock
transfer books shall be prima facie evidence as to who are the stockholders
entitled to examine such list or transfer books or to vote at any meeting of
stockholders.
Section 3.7 Quorum. A majority of the shares entitled to vote,
represented in person or by proxy, shall constitute a quorum for the transaction
of business at a meeting of the stockholders. The stockholders present at a duly
called or held meeting at which a quorum is present may continue to transact
business until adjournment, notwithstanding the withdrawal of enough
stockholders to leave less than a quorum, if any action taken (other than
adjournment) is approved by at least a majority of the shares required to
constitute a quorum.
Section 3.8 Adjourned Meeting and Notice Thereof. Any
stockholders' meeting, annual or special, whether or not a quorum is present,
may be adjourned from time to time by the vote of a majority of the shares
present, whether in person or represented by proxy, but in the absence of a
quorum no other business may be transacted at such meeting, except as provided
in Section 3.7 above. When any stockholders' meeting, either annual or special,
is adjourned for more than thirty (30) days, or if after the adjournment a new
record date is fixed for the adjourned meeting, notice of the adjourned meeting
shall be given to each stockholder of record entitled to vote at the meeting.
Except as provided above, it shall not be necessary to give any notice of the
adjourned meeting if the time and place thereof are announced at the meeting at
which such adjournment is taken.
Section 3.9 Voting.
3.9.1 Record Date. Unless a record date for voting purposes
is fixed as provided in Section 11.1.1 of these Bylaws then, subject to
the provisions of Section 217 of the General Corporation Law of the
State of Delaware (the "Delaware General Corporation Law") (relating to
voting of shares held by fiduciaries, pledgors and joint owners), only
persons in whose names shares entitled to vote stand on the stock
records of the corporation at the close of business on the business day
next preceding the day on which notice of the meeting is given or, if
such notice is waived, at the close of business on the business day
next preceding the day on which the meeting of stockholders is held,
shall be entitled to vote at such meeting, and such day shall be the
record date for such meeting.
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Bylaws of Centrue Financial Corporation
As Amended on July 24, 2007
3.9.2 Method; Vote Required. Unless otherwise required by
law, voting may be oral or by written ballot; provided, however, that
all elections for directors must be by ballot if demanded by a
stockholder before such voting begins. Except as provided in Section
3.7 and except with respect to election of directors, the affirmative
vote of the majority of the shares represented and voting at a duly
held meeting at which a quorum is present (which shares voting
affirmatively also constitute at least a majority of the required
quorum) shall be the act of the stockholders, unless the vote of a
greater number or voting by classes is required by the Delaware General
Corporation Law or the Certificate of Incorporation or these Bylaws.
Directors shall be elected by a plurality of the votes of the shares
present in person or represented by proxy at the meeting and entitled
to vote on the election of directors.
3.9.3 Voting of Shares by Certain Holders. Shares standing
in the name of another corporation may be voted by any officer, agent
or proxy as the bylaws of such corporation may prescribe, or, in the
absence of such provision, as the board of directors of such
corporation may determine. Shares held by an administrator, executor,
guardian or conservator may be voted by him or her, either in person or
by proxy, without a transfer of such shares into his or her name.
Shares standing in the name of a trustee may be voted by the trustee,
either in person or by proxy, but no trustee shall be entitled to vote
shares held by him or her without a transfer of such shares into the
trustee's name.
Neither treasury shares of its own stock held by the
corporation, nor shares held by another corporation, if a majority of
the shares entitled to vote for the election of directors of such other
corporation are held directly or indirectly by the corporation, shall
be voted at any meeting or counted in determining the total number of
outstanding shares at any given time for purposes of any meeting.
Section 3.10 Conduct of Meeting. The presiding officer at any
meeting of stockholders, either annual or special, shall be the Chairman of the
Board or, in his or her absence, the President or, in the absence of both the
Chairman of the Board and the President, anyone selected by a majority of the
Board. The secretary at such meetings shall be the Secretary of the corporation
or, in his or her absence, anyone appointed by the presiding officer.
Section 3.11 Proxies. At all meetings of the stockholders, every
stockholder having the right to vote shall be entitled to vote in person or by
proxy appointed by an instrument in writing and complying with the requirements
of the Delaware General Corporation Law. No proxy shall be valid after the
expiration of three (3) years from the date thereof unless otherwise provided in
the proxy. A duly executed proxy shall be irrevocable if it states that it is
irrevocable and if, and only so long as, it is coupled with an interest in the
stock of the corporation or in the corporation generally which is sufficient in
law to support an irrevocable power.
Section 3.12 Inspectors of Election. In advance of any meeting of
stockholders, the Board may appoint any persons other than nominees for office
as inspectors of election to act at such meeting or any adjournment thereof. If
inspectors of election are not so appointed, or if any persons so appointed fail
to appear or refuse to act, the presiding officer of any such meeting may, and
on the request of any stockholder or a stockholder's proxy shall, make such
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Bylaws of Centrue Financial Corporation
As Amended on July 24, 2007
appointment at the meeting. The number of inspectors shall be either one or
three. If appointed at a meeting on the request of one or more stockholders or
proxies, the majority of shares represented in person or by proxy shall
determine whether one or three inspectors are to be appointed. The duties of
such inspectors shall include: (a) determining the number of shares of stock and
the voting power of each share, the shares of stock represented at the meeting,
the existence of a quorum, and the authenticity, validity and effect of the
proxies; (b) receiving votes, ballots or consents; (c) hearing and determining
all challenges and questions in any way arising in connection with the right to
vote; (d) counting and tabulating all votes or consents; (e) determining the
result; and (f) such acts as may be proper to conduct the election or vote with
fairness to all stockholders.
ARTICLE IV
DIRECTORS
Section 4.1 Powers. Subject to any limitations imposed by law,
the Certificate of Incorporation and these Bylaws as to actions which shall be
authorized or approved by the stockholders, and subject to the duties of
directors as prescribed thereby, the business and affairs of the corporation
shall be managed and all corporate powers shall be exercised by or under the
direction of the Board.
Section 4.2 Number and Qualifications. (a) The exact number of
directors shall be fixed from time to time by the Board pursuant to a resolution
adopted of not less than 66 2/3 % of the number of directors which immediately
prior to such change had been fixed, in the manner prescribed herein, by the
Board, subject to the provisions of the Certificate of Incorporation of the
corporation.
(b) Notwithstanding any other provisions of the Certificate of
Incorporation of the corporation or these bylaws (and notwithstanding the fact
that some lesser percentage may be specified by law, the certificate of
incorporation or these bylaws of the corporation), any director or the entire
board of directors of the corporation may be removed at any time, but only for
cause and only by the affirmative vote of the holders of not less than 66 2/3 %
of the outstanding shares of stock of the corporation entitled to vote generally
in the election of directors (considered for this purpose as one class) cast at
an annual meeting of stockholders or at a meeting of the stockholders called for
that purpose.
Section 4.3 Election and Vacancies. Each class of directors to be
elected shall be elected at the annual meeting of the stockholders of the
corporation and shall hold office until their successors are elected and
qualified or until their earlier death, resignation or removal. Any director may
resign at any time upon written notice to the corporation. Thereafter, directors
who are elected at an annual meeting of stockholders, and directors who are
elected in the interim to fill vacancies and newly created directorships, shall
hold office until the next annual meeting of stockholders at which directors of
such class are to be elected and until their successors are elected and
qualified or until their earlier death, resignation or removal. In the interim
between annual meetings of stockholders or of special meetings of stockholders
called for the election of directors and/or for the removal of one or more
directors and for the filling of any vacancy in that connection, newly created
directorships and any vacancies in the board of directors, including vacancies
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Bylaws of Centrue Financial Corporation
As Amended on July 24, 2007
resulting from the removal of directors, may be filled by the vote of a majority
of the remaining directors then in office, although less than a quorum, or by
the sole remaining director.
Section 4.4 Regular Meetings. The Board shall meet regularly at
the time and place designated in a resolution of the Board or by written consent
of all members of the Board, whether within or without the State of Delaware,
and no notice of such regular meetings need be given to the directors.
Section 4.5 Organization Meeting. Following each annual meeting
of stockholders, the Board shall hold a regular meeting at the place of said
annual meeting or at such other place as shall be fixed by the Board, for the
purpose of organization, election of officers, and the transaction of other
business. Call and notice of such meetings are hereby dispensed with.
Section 4.6 Special Meetings. Special meetings of the Board may
be called by the Chairman of the Board, the President, the Chief Executive
Officer, the Secretary, or any two directors. Notice of each such meeting shall
be given to each director by the Secretary or by the person or persons calling
the meeting. Such notice shall specify the time and place of the meeting, which
may be within or without the State of Delaware, and the general nature of the
business to be transacted, and no other business may be transacted at the
meeting. Such notice shall be deposited in the mail, postage prepaid, at least
four (4) days prior to the meeting, directed to the address of the director on
the records of the corporation, or delivered in person or by telephone or
telegram, telecopy or other means of electronic transmission to the director at
least 48 hours before the meeting. Notice of a meeting need not be given to any
director who signs a waiver of notice or a consent to holding the meeting, or an
approval of the minutes thereof, whether before or after such meeting, or who
attends the meeting without protesting, prior thereto or at its commencement,
the lack of notice to such director. All such waivers, consents and approvals
shall be filed with the corporate records or made a part of the minutes of the
meeting.
Section 4.7 Quorum; Majority Action. A majority of the authorized
number of directors shall constitute a quorum for the transaction of business at
any meeting of the Board, but if less than such majority is present at a
meeting, a majority of the directors present may adjourn the meeting from time
to time. Notice of any adjourned meeting shall be given in the same manner as
prescribed in Section 4.6 of these Bylaws. Every act or decision of a majority
of the directors present at a meeting at which a quorum is present, made or done
at a meeting duly held, shall be valid as the act of the Board, unless a greater
number is required by law or the Certificate of Incorporation or these Bylaws.
Section 4.8 Action Without Meeting. Any action required or
permitted to be taken by the Board or a committee of the Board may be taken
without a meeting if all members of the Board or a committee of the Board shall
individually or collectively consent in writing to such action. Such written
consent or consents shall be filed with the minutes of the proceedings of the
Board and shall have the same force and effect as a unanimous vote of the Board.
Section 4.9 Telephonic Meetings. Members of the Board may
participate in any regular or special meeting, including meetings of committees
of the Board, through use of conference telephone or similar communications
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Bylaws of Centrue Financial Corporation
As Amended on July 24, 2007
equipment, so long as all members participating in such meeting can hear one
another. Participation in a meeting pursuant to this section constitutes
presence in person at such meeting.
Section 4.10 Fees and Compensation. Fees and compensation of
directors and members of committees for their services, and reimbursement for
expenses, shall be fixed or determined by a resolution of the Board after
considering recommendations of the Corporate Governance and Nominating
Committee. Nothing herein contained shall be construed to preclude any director
from serving the corporation in any other capacity as an officer, employee,
agent or otherwise, and receiving compensation therefor.
Section 4.11 Removal. A director may be removed only for cause as
determined by the affirmative vote of the holders of at least 66 2/3% of the
shares then entitled to vote in an election of directors, which vote may only be
taken at an annual meeting or a special meeting. Cause for removal shall be
deemed to exist only if the director whose removal is proposed has been
convicted of a felony by a court of competent jurisdiction or has been adjudged
by a court of competent jurisdiction to be liable for gross negligence or
misconduct in the performance of such director's duty to the corporation and
such adjudication is no longer subject to direct appeal.
Section 4.12 Directors Emeritus/Advisory Directors. The Board of
Directors may by resolution appoint directors emeritus or advisory directors who
shall have such authority and receive such compensation and reimbursement as the
Board of Directors shall provide. Directors emeritus or advisory directors shall
not have the authority to participate by vote in the transaction of business.
ARTICLE V
OFFICERS
Section 5.1 Chairman of the Board. The Board shall appoint one of
its members to serve as the Chairman of the Board to serve at the pleasure of
the Board. The Chairman shall, if present, preside at meetings of stockholders
of the Corporation and at meetings of the Board. The position of Chairman shall
neither be deemed a position of employment with the Corporation nor be deemed an
officer position with the Corporation (as the term "officer" is defined in Rule
16a-1 of the Securities Exchange Act of 1934 or as the terms "employee" and
"executive officer" are used in the NASDAQ Independence Rules (Marketplace Rule
4200)). The Chairman shall have such other duties and responsibilities as may
from time to time be assigned to him or her by the Board or prescribed by these
Bylaws.
Section 5.2 Executive Officers. The executive officers of the
corporation shall be the Chief Executive Officer, the President, each Executive
Vice President, the Secretary, the Treasurer, the Chief Financial Officer and
any other individual performing functions similar to those performed by the
foregoing persons, including any Senior Vice President or Vice President
designated by the Board as performing such functions.
Section 5.3 Election. The officers of the corporation, except
such officers as may be appointed in accordance with the provisions of Section
5.3 or Section 5.5 of this article shall be chosen annually by the Board. Each
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Bylaws of Centrue Financial Corporation
As Amended on July 24, 2007
officer shall hold his or her office until he or she shall resign or shall be
removed or otherwise disqualified to serve, or his or her successor shall be
elected and qualified, and shall perform such duties as are prescribed in the
Bylaws or as the Board may from time to time determine.
Section 5.4 Subordinate Officers. The corporation may have, at
the discretion of the Board, one or more Senior Vice Presidents, Vice Presidents
and Assistant Vice Presidents, one or more Assistant Secretaries, one or more
Assistant Financial Officers and such other officers as may be appointed by the
Board, or by a committee of the Board to which the authority to appoint
subordinate officers has been delegated, each of whom shall hold office for such
period, have such authority and perform such duties as the Board or such
committee may from time to time determine. Any person may hold more than one
office, executive or subordinate.
Section 5.5 Removal and Resignation. Any officer may be removed,
either with or without cause, by the Board, at any regular or special meeting
thereof, or by any officer upon whom such power of removal may be conferred by
the Board (without prejudice, however, to the rights, if any, of an officer
under any contract of employment with the corporation).
Any officer may resign at any time by giving written notice to the
Board or to the President or to the Secretary of the corporation, without
prejudice, however, to the rights, if any, of the corporation under any contract
to which such officer is a party. Any such resignation shall take effect at the
date of the receipt or at any later time specified therein.
Section 5.6 Vacancies. A vacancy in any office because of death,
resignation, removal, disqualification or any other cause shall be filled by the
Board for the unexpired portion of the term.
Section 5.7 Compensation. The Board shall fix the compensation of
the chief executive officer of the corporation. The compensation of all of the
other officers of the corporation shall be fixed by the Board or by an officer
of the corporation to whom the authority to fix compensation has been delegated
by the Board.
Section 5.8 Chief Executive Officer. Subject to any powers that
may be given by the Board to the Chairman of the Board, the Chief Executive
Officer shall be the chief executive officer of the corporation and shall,
subject to the control of the Board, have general supervision, direction and
control of the business and affairs of the corporation.
Section 5.9 President. Subject to any powers that may be given by
the Board to the Chairman of the Board, unless another person is so designated,
the President shall be the Chief Executive Officer of the corporation and shall,
in addition to the powers granted to the Chief Executive Officer, subject to the
control of the Board, have the general powers and duties of management usually
vested in the office of the president of a corporation, and shall have such
other powers and duties as the Board shall from time to time prescribe.
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Bylaws of Centrue Financial Corporation
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Section 5.10 Chief Financial Officer. The Chief Financial Officer
shall keep and maintain, or cause to be kept and maintained, adequate and
correct accounts of the properties and business transactions of the corporation,
shall receive and keep all the funds of the corporation and shall pay out
corporate funds on the check of the corporation, signed in such manner as shall
be authorized by the Board. The Chief Financial Officer shall have such other
powers and duties as the Board shall from time to time prescribe.
Section 5.11 Secretary. The Secretary shall keep, or cause to be
kept, minutes of all meetings of the stockholders and Board in a book to be
provided for that purpose, and shall attend to the giving and serving of all
notices of meetings of stockholders and directors, and any other notices
required by law to be given. The Secretary shall be custodian of the corporate
seal, if any, and shall affix the seal to all documents and papers requiring
such seal. The Secretary shall have such other powers and duties as the Board
from time to time shall prescribe.
ARTICLE VI
COMMITTEES
Section 6.1 Committees of the Board. (1) The Board may designate
one or more committees, each consisting of three or more directors of the
corporation, with such powers and authority as these Bylaws or the Board, by
resolution or by approval of a committee charter, may provide. The Board may
designate one member of the committee to act as chair of the committee.
(2) There shall be a standing Audit Committee and a standing
Corporate Governance and Nominating Committee and a standing Compensation
Committee, each consisting entirely of directors who are not employees of the
corporation and who qualify as independent directors ("Independent Directors")
under the standards for Nasdaq National Market issuers or such other exchange or
system upon which the Corporation's securities are listed, quoted or traded
("Nasdaq") and any standards of independence as may be prescribed for purpose of
any federal securities, tax, banking or other laws relating to the committee's
duties and responsibilities. No member of such committee shall be removed except
by majority vote of the Independent Directors then in office.
(3) The Board may, by a resolution adopted by a majority of the
authorized number of directors, but shall not be required to, designate an
Executive Committee consisting of three or more directors, one of which shall be
the Chairman of the Board or the Chief Executive Officer, to serve at the
pleasure of the Board. If an Executive Committee is designated, it shall have,
to the extent provided in the resolution of the Board or in these Bylaws, all
the authority of the Board, except with respect to:
(a) Amending the Certificate of Incorporation (except
that a committee may, to the extent authorized in the resolution or
resolutions providing for the issuance of shares of stock adopted by
the Board as provided in Section 151(a) of the Delaware General
Corporation Law, fix the designations and any of the preferences or
rights of such shares relating to dividends, redemption, dissolution,
any distribution of assets of the corporation or the conversion into,
or the exchange of such shares for, shares of any other class or
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classes or any other series of the same or any other class or classes
of stock of the corporation or fix the number of shares of any series
of stock or authorize the increase or decrease of the shares of any
series);
(b) Adopting an agreement of merger or consolidation
under Sections 251 or 252 of the Delaware General Corporation Law;
(c) Recommending to the stockholders the sale, lease or
exchange of all or substantially all of the corporation's property and
assets;
(d) Recommending to the stockholders a dissolution of the
corporation or a revocation of a dissolution;
(e) Amending the Bylaws of the corporation; and
(f) Unless the resolution, Bylaws, or Certificate of
Incorporation expressly so provide, no such committee shall have the
power or authority to declare a dividend, to authorize the issuance of
stock or to adopt a certificate of ownership and merger pursuant to
Section 253 of the Delaware General Corporation Law.
(4) A committee may by resolution fix the regular meeting date of
such committee, and notice of any such regular meeting date shall be dispensed
with. Special meetings of a committee may be held at the principal office of the
corporation, or at any place which has been designated from time to time by
resolution of the committee or by written consent of all members thereof.
Committee meetings may be called by the Board, by the Chairman of the Board, by
the CEO of the corporation, by the chair of the committee or any two or more
members of such committee. Written notice to the members of a committee of the
time and place of such special meeting shall be given in the manner provided for
the giving of written notice to members of the Board of the time and place of
special meetings of the Board. Vacancies in the membership of a committee may be
filled by the Board. A majority of the authorized number of members of a
committee shall constitute a quorum for the transaction of business; and
transactions of any meeting of a committee, however called and noticed, or
wherever held, shall be as valid as though at a meeting duly held after regular
call and notice, if a quorum is present and if, either before or after the
meeting, each of the members not present signs a written waiver of notice or a
consent to holding such meeting or an approval of the minutes thereof. All such
waivers, consents or approvals shall be filed with the corporation's records or
made a part of the minutes of the meeting.
ARTICLE VII
INDEMNIFICATION
Section 7.1 Indemnification.
7.1.1 Actions, Suits or Proceedings other than by or in the
Right of the Corporation. The corporation shall indemnify any person
who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding, whether
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civil, criminal, administrative or investigative (other than an action
by or in the right of the corporation) by reason of the fact that he or
she is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation as
a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, or by reason of
any action alleged to have been taken or omitted in such capacity,
against expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by him or
her or on his or her behalf in connection with such action, suit or
proceeding and any appeal therefrom, if he or she acted in good faith
and in a manner he or she reasonably believed to be in, or not opposed
to, the best interests of the corporation, and, with respect to any
criminal action or proceeding, had no reasonable cause to believe his
or her conduct was unlawful. The termination of any action, suit or
proceeding by judgment, order, settlement, conviction, or upon a plea
of nolo contendere or its equivalent, shall not, of itself, create a
presumption that the person did not act in good faith and in a manner
which he or she reasonably believed to be in, or not opposed to, the
best interests of the corporation and, with respect to any criminal
action or proceeding, had reasonable cause to believe that his or her
conduct was unlawful.
7.1.2 Actions or Suits by or in the right of the
Corporation. The corporation shall indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action or suit by or in the right of the corporation to
procure a judgment in its favor by reason of the fact that he or she is
or was a director, officer, employee or agent of the corporation or is
or was serving or has agreed to serve at the request of the corporation
as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, or by reason of
any action alleged to have been taken or omitted in such capacity,
against expenses (including attorneys' fees) actually and reasonably
incurred by him or her or on his or her behalf in connection with the
defense or settlement of such action or suit and any appeal therefrom,
if he or she acted in good faith and in a manner he or she reasonably
believed to be in, or not opposed to, the best interests of the
corporation, except that no indemnification shall be made in respect of
any claim, issue or matter as to which such person shall have been
adjudged to be liable to the corporation unless and only to the extent
that the Court of Chancery of Delaware or the court in which such
action or suit was brought shall determine upon application that,
despite the adjudication of such liability but in view of all the
circumstances of the case, such person is fairly and reasonably
entitled to indemnity for such costs, charges and expenses which the
Court of Chancery or such other court shall deem proper.
7.1.3 Indemnification for Costs, Charges and Expenses of
Successful Party. Notwithstanding the other provisions of this Section
7.1, to the extent that a director, officer, employee or agent has been
successful, on the merits or otherwise, including, without limitation,
to the extent permitted by applicable law, the dismissal of an action
without prejudice, in defense of any action, suit or proceeding
referred to in Sections 7.1.1 and 7.1.2, or in defense of any claim,
issue or matter therein, he or she shall be indemnified against all
costs, charges and expenses (including attorneys' fees) actually and
reasonably incurred by him or her or on his or her behalf in connection
therewith.
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7.1.4 Determination of Right to Indemnification. Any
indemnification under Sections 7.1.1 and 7.1.2, (unless ordered by a
court) shall be paid by the corporation, if a determination is made (a)
by the board of directors by a majority vote of the directors who were
not parties to such action, suit or proceeding, or (b) if such majority
of disinterested directors so directs, by independent legal counsel in
a written opinion, or (c) by the stockholders, that indemnification of
the director or officer is proper in the circumstances because he or
she has met the applicable standard of conduct set forth in Sections
7.1.1 and 7.1.2.
7.1.5 Advance of Costs, Charges and Expenses. Expenses
(including attorneys' fees) incurred by a person referred to in
Sections 7.1.1 and 7.1.2 in defending a civil, criminal, administrative
or investigative action, suit or proceeding shall be paid by the
corporation in advance of the final disposition of such action, suit or
proceeding; provided, however, that the payment of such costs, charges
and expenses incurred by a director or officer in his or her capacity
as a director or officer (and not in any other capacity in which
service was or is rendered by such person while a director or officer)
in advance of the final disposition of such action, suit or proceeding
shall be made only upon receipt of an undertaking by or on behalf of
the director or officer to repay all amounts so advanced in the event
that it shall ultimately be determined that such director or officer is
not entitled to be indemnified by the corporation as authorized in this
Article VII. Such costs, charges and expenses incurred by other
employees and agents may be so paid upon such terms and conditions, if
any, as the majority of the directors deems appropriate. The majority
of the directors may, in the manner set forth above, and upon approval
of such director or officer of the corporation, authorize the
corporation's counsel to represent such person, in any action, suit or
proceeding, whether or not the corporation is a party to such action,
suit or proceeding.
7.1.6 Procedure for Indemnification. Any indemnification
under Sections 7.1.1, 7.1.2 and 7.1.3, or advance of costs, charges and
expenses under Section 7.1.5, shall be made promptly, and in any event
within 60 days, upon the written request of the director, officer,
employee or agent. The right to indemnification or advances as granted
by this Article VII shall be enforceable by the director, officer,
employee or agent in any court of competent jurisdiction, if the
corporation denies such request, in whole or in part, or if no
disposition thereof is made within 60 days. Such person's costs and
expenses incurred in connection with successfully establishing his or
her right to indemnification, in whole or in part, in any such action
shall also be indemnified by the corporation. It shall be a defense to
any such action (other than an action brought to enforce a claim for
the advance of costs, charges and expenses under Section 7.1.5, where
the required undertaking, if any, has been received by the corporation)
that the claimant has not met the standard of conduct set forth in
Sections 7.1.1 and 7.1.2, but the burden of proving such defense shall
be on the corporation. Neither the failure of the corporation
(including its board of directors, its independent legal counsel and
its stockholders) to have made a determination prior to the
commencement of such action that indemnification of the claimant is
proper in the circumstances because he or she has met the applicable
standard of conduct set forth in Sections 7.1.1 and 7.1.2, nor the fact
that there has been an actual determination by the corporation
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(including its board of directors, its independent legal counsel and
its stockholders) that the claimant has not met such applicable
standard of conduct, shall be a defense to the action or create a
presumption that the claimant has not met the applicable standard of
conduct.
7.1.7 Settlement. The corporation shall not be obligated to
reimburse the costs of any settlement to which it has not agreed. If in
any action, suit or proceeding, including any appeal, within the scope
of Sections 7.1.1 and 7.1.2, the person to be indemnified shall have
unreasonably failed to enter into a settlement thereof offered or
assented to by the opposing party or parties in such action, suit or
proceeding, then, notwithstanding any other provision hereof, the
indemnification obligation of the corporation to such person in
connection with such action, suit or proceeding shall not exceed the
total of the amount at which settlement could have been made and the
expenses incurred by such person prior to the time such settlement
could reasonably have been effected.
Section 7.2 Subsequent Amendment. No amendment, termination or
repeal of this Article VII or of relevant provisions of the Delaware General
Corporation Law or any other applicable law shall affect or diminish in any way
the rights of any director or officer of the corporation to indemnification
under the provisions hereof with respect to any action, suit or proceeding
arising out of, or relating to, any actions, transactions or facts occurring
prior to the final adoption of such amendment, termination or repeal.
Section 7.3 Other Rights; Continuation of Right to
Indemnification. The indemnification provided by this Article VII shall not be
deemed exclusive of any other rights to which a director, officer, employee or
agent seeking indemnification may be entitled under any law (common or
statutory), agreement, vote of stockholders or disinterested directors or
otherwise, both as to action in his or her official capacity and as to action in
any other capacity while holding office or while employed by or acting as agent
for the corporation, and shall continue as to a person who has ceased to be a
director, officer, employee or agent, and shall inure to the benefit of the
estate, heirs, executors and administrators of such person. Nothing contained in
this Article VII shall be deemed to prohibit, and the corporation is
specifically authorized to enter into, agreements with officers and directors
providing indemnification rights and procedures different from those set forth
herein. All rights to indemnification under this Article VII shall be deemed to
be a contract between the corporation and each director or officer of the
corporation who serves or served in such capacity at any time while this Article
VII is in effect. The corporation shall not consent to any acquisition, merger,
consolidation or other similar transaction unless the successor corporation
assumes by operation of law or by agreement the obligations set forth in this
Article VII.
Section 7.4 Insurance. The corporation shall have the power to
purchase and maintain insurance on behalf of any person who is or was a
director, officer, employee or agent of the corporation, or is or was serving at
the request of the corporation as director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise
against any liability asserted against him or her and incurred by him or her in
any such capacity, or arising out of his or her status as such, whether or not
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the corporation would have the power to indemnify him or her against such
liability under this Article VII.
Section 7.5 Certain Definitions. For purposes of this Article
VII:
(i) references to "the corporation" shall include, in
addition to the resulting corporation, any constituent corporation
(including any constituent of a constituent) absorbed in a
consolidation or merger which, if its separate existence had continued,
would have had the power and authority to indemnify its directors,
officers, employees or agents, so that any person who is or was a
director, officer, employee or agent of such constituent corporation,
or is or was serving at the request of such constituent corporation as
a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprises, shall stand in
the same position under this Article VII with respect to the resulting
or surviving corporation as he or she would have with respect to such
constituent corporation if its separate existence had continued;
(ii) references to "other enterprises" shall include
employee benefit plans;
(iii) references to "fines" shall include any excise taxes
assessed on a person with respect to an employee benefit plan;
(iv) references to "serving at the request of the
corporation" shall include any service as a director, officer, employee
or agent of the corporation which imposes duties on, or involves
services by, such director, officer, employee or agent with respect to
an employee benefit plan, its participants or beneficiaries; and
(v) a person who acted in good faith and in a manner he
or she reasonably believed to be in the interest of the participants
and beneficiaries of an employee benefit plan shall be deemed to have
acted in a manner "not opposed to the best interests of the
corporation, " as referred to in this Article VII.
Section 7.6 Savings Clause. If this Article VII or any portion
hereof shall be invalidated on any ground by any court of competent
jurisdiction, then the corporation shall nevertheless indemnify each director or
officer of the corporation as to any costs, charges, expenses (including
attorney's fees), judgments, fines and amounts paid in settlement with respect
to any action, suit or proceeding, whether civil, criminal, administrative or
investigative, including an action by or in the right of the corporation, to the
full extent permitted by any applicable portion of this Article VII that shall
not have been invalidated and to the full extant permitted by applicable law.
Section 7.7 Subsequent Legislation. If the Delaware General
Corporation Law is amended after the date hereof to further expand the
indemnification permitted to directors and officers of the corporation, then the
corporation shall indemnify such person to the fullest extent permitted by the
Delaware General Corporation Law, as so amended.
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Bylaws of Centrue Financial Corporation
As Amended on July 24, 2007
ARTICLE VIII
RECORDS AND REPORTS
Section 8.1 Records. The corporation shall maintain adequate and
correct books and records of account of its business and properties.
Section 8.2 Checks and Drafts. All checks, drafts and other
orders for payment of money, notes or other evidences of indebtedness, issued in
the name of or payable to the corporation, shall be signed or endorsed by such
person or persons and in such manner as shall be determined from time to time by
resolution of the Board.
Section 8.3 Execution of Instruments. The Board may authorize
any officer or officers or agent or agents to enter into any contract or execute
any instrument in the name of and on behalf of the corporation. Such authority
may be general or confined to specific instances. Unless so authorized by the
Board, no officer, agent or employee shall have any power or authority to bind
the corporation by any contract or engagement, or to pledge its credit, or to
render it liable for any purpose or for any amount.
Section 8.4 Fiscal Year. The fiscal year of the corporation shall
be a December 31 fiscal year.
Section 8.5 Annual Audit. The corporation shall be subject to an
annual audit as of the end of its fiscal year by independent accountants
appointed by, and responsible to, the Board.
ARTICLE IX
DIVIDENDS ON STOCK
Section 9.1 Dividends on Stock. Subject to applicable law, the
Certificate of Incorporation and these Bylaws, the Board may, from time to time,
declare, and the corporation may pay, dividends on the outstanding shares of
capital stock of the corporation.
ARTICLE X
CERTIFICATES
Section 10.1 Issuance. The corporation, as authorized by the
Board, may issue certificated or uncertificated shares of capital stock. Any and
all forms of certificates of stock shall be in such form as shall be approved by
the Board not inconsistent with law.
Section 10.2 Uncertificated Shares of Stock; Certificates for
Shares. Within a reasonable time after the issuance or transfer of
uncertificated shares, the corporation shall send to the registered owner of the
shares a written notice containing the information required to be set forth or
stated on certificates pursuant to applicable law. Notwithstanding the
foregoing, upon written request of a holder of shares of the corporation
delivered to the secretary of the corporation, a holder of shares of the stock
of the corporation or shares of any other class or series of stock that may be
validly authorized and issued by the corporation shall be entitled to have a
certificate signed in the name of the corporation by the Chairman of the Board
or the President or a Vice President and by the Treasurer or an Assistant
Treasurer or the Secretary or an Assistant Secretary, certifying the number of
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As Amended on July 24, 2007
shares and the class or series of shares owned by the stockholder. Any of the
signatures on the certificate may be a facsimile. In case any officer, transfer
agent or registrar who has signed or whose facsimile signature has been placed
upon a certificate shall have ceased to be such officer, transfer agent or
registrar before such certificate is issued, it may be issued by the corporation
with the same effect as if such person were an officer, transfer agent or
registrar at the date of issue.
Section 10.3 Statements on Certificates. Any certificates for
shares of stock shall contain such legend or other statement as may be required
by law or applicable rule or regulation, by these Bylaws or by any agreements
between the corporation and the issue thereof.
Section 10.4 Lost or Destroyed Certificates. In case any
certificate for stock or other security issued by this corporation is lost or
destroyed, the Board may authorize the issuance of a new certificate or
instrument therefor or uncertificated shares in the place of any certificate or
certificates previously issued by the corporation, on such terms and conditions
as it may determine, after proof of such loss or destruction satisfactory to the
Board. The Board may require a bond or other security in an adequate amount as
indemnity for any such certificate or instrument when, in the Board's judgment,
it is proper to do so.
Section 10.5 Transfer. Transfers of uncertificated shares of stock
shall be made on the books of the corporation only by the holder thereof in
person or by attorney upon presentment of proper evidence of succession,
assignation or authority to transfer in accordance with customary procedures for
transferring shares in uncertificated form. Certificated stock of the
corporation shall be transferable on the books of the corporation by the person
named in the certificate, or by the person entitled thereto, on surrender of the
certificate for cancellation, accompanied by proper evidence of succession,
assignment or authority to transfer. The corporation shall be entitled to treat
the holder of record of any stock certificate as owner thereof, and,
accordingly, shall not be bound to recognize any equitable or other claim to, or
interest in, such stock on the part 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 Delaware.
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ARTICLE XI
MISCELLANEOUS
Section 11.1 Record Date.
11.1.1 Stockholders Meetings. In order that the corporation may
determine the stockholders entitled to notice of or to vote at any meeting of
stockholders or adjournment thereof, the Board may fix, in advance, a record
date, which shall not be more than sixty (60) nor less than ten (10) days before
the date of such meeting. A determination of stockholders of record entitled to
notice of or to vote at a meeting of stockholders shall apply to any adjournment
of the meeting; provided, however, that the Board may fix a new record date for
the adjourned meeting.
11.1.2 Other Actions. In order that the corporation may determine the
stockholders entitled to receive payment of any dividend or other distribution
or allotment of any rights or the stockholders entitled to exercise any rights
in respect of any change, conversion or exchange of stock, the Board may fix, in
advance, a record date, which shall not be more than sixty (60) days prior to
such action.
11.1.3 Subsequent Transfers and Closing Transfer Books. When a record
date is fixed, only stockholders of record at the close of business on that date
are entitled to notice and to vote or to receive the dividend, distribution or
allotment of rights or to exercise the rights, as the case may be,
notwithstanding any transfer of any shares on the books of the corporation after
the record date, except as otherwise provided in the Certificate of
Incorporation or by agreement or in the Delaware General Corporation Law. The
Board may close the books of the corporation against transfers of shares during
the whole, or any part, of any such period.
Section 11.2 Inspection of Corporate Records.
11.2.1 By Stockholders. Any stockholder, in person or by attorney or
other agent, shall, upon written demand under oath stating the purpose thereof,
have the right during the usual hours of business to inspect for any proper
purpose the corporation's stock ledger, a list of its stockholders, and its
other books and records, and to make copies or extracts therefrom. A proper
purpose shall mean a purpose reasonably related to such person's interest as a
stockholder. In every instance where an attorney or other agent shall be the
person who seeks the right to inspection, the demand under oath shall be
accompanied by a power of attorney or such other writing which authorizes the
attorney or other agent to so act on behalf of the stockholder.
11.2.2 By Directors. Each director shall have the right at any
reasonable time to inspect all books, records, documents of every kind, and the
physical properties of the corporation. The inspection may be made in person or
by agent or attorney, and the right of inspection includes the right to make
extracts and copies thereof.
Section 11.3 Corporate Seal. The corporate seal of the
corporation, if any, shall be in such form as the Board shall prescribe.
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ARTICLE XII
AMENDMENT OF BYLAWS
Section 12.1 Amendment of Bylaws. These Bylaws may be adopted,
amended or repealed by the affirmative vote of the holders of at least 66 2/3%
of the total votes eligible to be cast at a legal meeting of the stockholders or
by a resolution adopted by a majority of the directors then in office.
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Bylaws of Centrue Financial Corporation
As Amended on July 24, 2007