________________________________________________________________________________
Exhibit 3(ii)
Bylaws
WACCAMAW BANKSHARES, INC.
BYLAWS
OF
WACCAMAW BANKSHARES, INC.
Index
ARTICLE I
Offices
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Section 1. Principal Offices
Section 2. Registered Office
Section 3. Other Offices
ARTICLE II
Meetings of Shareholders
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Section 1. Annual Meeting
Section 2. Substitute Annual Meeting
Section 3. Special Meetings
Section 4. Place of Meetings
Section 5. Notice of Meetings
Section 6. Waiver of Notice
Section 7. Voting Lists
Section 8. Quorum
Section 9. Voting
Section 10. Proxies
ARTICLE III
Board of Directors
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Section 1. General Powers
Section 2. Number, Term of Office and Qualifications
Section 3. Election of Directors
Section 4. Directors' Immunity
Section 5. Removal of Directors
Section 6. Vacancies
Section 7. Compensation of Directors
Section 8. Committees
Section 9. Chairman of Board
Section 10. Nominations
Section 11. Directors Emeritus
ARTICLE IV
Meetings of Directors
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Section 1. Regular Meetings
Section 2. Special Meetings
Section 3. Place of Meetings
Section 4. Notice of Meetings
Section 5. Quorum; Manner of Acting
Section 6. Presumption of Assent
Section 7. Informal Action of Directors
Section 8. Resignations
Section 9. Minutes
ARTICLE V
Officers
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Section 1. Number of Officers
Section 2. Election, Term of Office and Qualifications
Section 3. Subordinate Officers and Agents
Section 4. Removal
Section 5. Resignations
Section 6. Vacancies
Section 7. President
Section 8. Vice President
Section 9. Secretary
Section 10. Assistant Secretary
Section 11. Treasurer
Section 12. Duties of Officers May Be Delegated
Section 13. Salaries of Officers
Section 14. Bonds
ARTICLE VI
Contracts, Loans, Deposits, Checks, Drafts, Etc.
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Section 1. Contracts
Section 2. Loans
Section 3. Deposits
Section 4. Checks, Drafts, Etc.
Section 5. Proxies
Section 6. Banking Hours
ARTICLE VII
Share Certificates and Their Transfer
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Section 1. Share Certificates
Section 2. Transfers of Shares
Section 3. Lost or Destroyed Certificates
Section 4. Regulations
Section 5. Fixing Record Date
Section 6. Holder of Record
Section 7. Reacquired Shares
ARTICLE VIII
General Provisions
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Section 1. Corporate Seal
Section 2. Distributions
Section 3. Fiscal Year
Section 4. Waiver of Notice
Section 5. Amendments
Section 6. Indemnification
Section 7. Interpretation of Bylaws
CODE OF BYLAWS
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ARTICLE I
Offices
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Section 1. Principal Office. The Corporation's principal office
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shall be located in Whiteville, North Carolina, or at such other place(s) as the
Board may designate from time to time.
Section 2. Registered Office. The Corporation's registered office,
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which by law is required to be maintained within the State, shall be located at
such place or places within the State of North Carolina as the Board may
designate from time to time.
Section 3. Other Offices. The Corporation may have offices at such
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places, either within or outside the State, as the Board may determine from time
to time.
ARTICLE II
Meeting of Shareholders
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Section 1. Annual Meeting. The annual meeting of shareholders shall
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be held within 120 days of the close of the fiscal year, as set by the Board,
for the purpose of electing directors of the Corporation and for the transaction
of such other business as properly may be brought before the meeting.
Section 2. Substitute Annual Meeting. If the annual meeting shall
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not be held on the day designated by these Bylaws, a substitute annual meeting
may be called in the manner provided for the call of a special meeting in
accordance with the provisions of Section 3 of this Article and a substitute
annual meeting so called shall be designated as and shall be treated, for all
purposes, as the annual meeting.
Section 3. Special Meetings. Special meetings of the shareholders
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may be called at any time by (a) the President of the Corporation, (b) the
Chairman of the Corporation, (c) the Secretary of the Corporation or (d) the
Board.
Section 4. Place of Meetings. All meetings of shareholders shall be
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held at the principal office of the Corporation or at such other place, either
within or without the State of North Carolina, as shall be designated in the
notice of the meeting or agreed upon by a majority of the shareholders entitled
to vote thereat.
Section 5. Notice of Meetings. Written or printed notice stating the
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time and place of a shareholders' meeting shall be delivered, personally or by
mail, by or at the direction of the President, the Board or by such other person
or persons calling such meeting, to each shareholder of record entitled to vote
at such meeting, not less than ten or more than sixty days prior to the date of
such meeting. If mailed, such notice shall be deemed to be delivered when
deposited in the United States mail addressed to the shareholder to the address
determined in the manner indicated below, with postage thereon prepaid. A
statement of the business to be transacted at an annual or substitute annual
meeting of shareholders need not be set forth in the notice of such meeting
except that if any matter is to be considered or acted upon, other than the
election of directors, on which the vote of shareholders is required under the
provisions of the Act then a specific statement thereof shall be set forth in
such notice. In the case of a special meeting, the notice shall set forth the
nature of the business to be transacted. If any meeting of shareholders is
adjourned to a different date, time, or place, notice need not be given of the
new date, time, or place if the new date, time, or place is announced at the
meeting before adjournment and if a new record date is not fixed for the
adjourned meeting. If a new record date for the adjourned meeting is or must be
fixed pursuant to the Act, notice of the adjourned meeting must be given as
provided in this Section to persons who are shareholders as of the new record
date. Any notice which shall be mailed shall be directed to each shareholder at
its address as set forth on the Corporation's share books, except that if any
shareholder shall have filed with the Secretary a written request that notices
intended for such shareholder be mailed to some other address, then notice to
such shareholder shall be mailed to the address set forth in such written
request.
Section 6. Waiver of Notice. Any shareholder may waive notice of any
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meeting before or after the meeting. The waiver must be in writing, signed by
the shareholder, and delivered to the Corporation for inclusion in the minutes
or filing with the corporate records. A shareholder's attendance, in person or
by proxy, at a meeting (a) waives objection to lack of notice or defective
notice of the meeting, unless the shareholder or the shareholder's proxy at the
beginning of the meeting objects to holding the meeting or transacting business
thereat, and (b) waives objection to consideration of a particular matter at the
meeting that is not within the purpose or purposes described in the meeting
notice, unless the shareholder or the shareholder's proxy objects to considering
the matter before it is voted upon.
Section 7. Voting Lists. No later than two days after notice of a
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shareholder is given, the Secretary shall prepare an alphabetical list of the
shareholders entitled to notice of such meeting. The Secretary shall maintain
such list and make it available as provided by the Act.
Section 8. Quorum. Except as otherwise provided by the Act, the
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Articles or these Bylaws, the presence in person or by proxy of holders of
record of a majority of the shares entitled to vote shall be necessary to
constitute a quorum for action on such matters; provided, however, that at any
substitute annual shareholders' meeting called in accordance with Section 2 of
this Article, the shares entitled to vote there represented, in person or by
proxy, shall constitute a quorum. In the absence of a quorum, a majority of the
shares entitled to vote there represented, in person or by proxy, may adjourn
the meeting from time to time. At any such adjourned meeting, at which a quorum
shall be present, any business may be transacted which might have been
transacted at the
meeting as originally called if a quorum had been there present. Once a share is
represented for any purpose at a meeting, it is deemed present for quorum
purposes for the remainder of the meeting and for any adjournment of that
meeting unless a new record date is or must be set for that adjourned meeting.
Section 9. Voting. At each shareholders' meeting, every holder of
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record of shares entitled to vote shall be entitled to one vote for every share
standing in his name on the Corporation's books, unless otherwise provided by
the terms of such shares, and all questions, except as otherwise provided by the
Act, the Articles, or these Bylaws, shall be determined by a majority of the
votes so cast. Any provision in these Bylaws prescribing the vote required for
any purpose as permitted by law may not itself be amended by a vote less than
the vote prescribed therein. Persons holding shares in a fiduciary capacity
shall be entitled to vote the shares so held. Shares owned by the Corporation,
directly or indirectly, through a subsidiary corporation or otherwise, or held
directly or indirectly in a fiduciary capacity by it or by a subsidiary
corporation, shall not be voted at any shareholders' meeting and shall not be
counted in determining the total number of outstanding shares at a given time
entitled to vote, except to the extent permitted by the Act. Voting on all
matters, except the election of Directors, shall be by voice vote or by show of
hands except that if prior to voting on any particular matter demand shall be
made by or on behalf of the holders of not less than one-tenth (1/10th) of the
shares represented, in person or by proxy, at such meeting and entitled to vote
on such matter that the vote thereon be taken by ballot, then the vote on such
matter shall be taken by ballot.
Section 10. Proxies. Any shareholder entitled to vote may vote by
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proxy, provided that the instrument authorizing such proxy to act shall have
been executed in writing by the shareholder or his duly authorized attorney. No
proxy shall be valid after the expiration of eleven months from the date of its
execution, unless the person executing it shall have specified therein the
length of time it is to continue in force or limits its use to a particular
meeting. Each instrument designating a proxy shall be exhibited to the
Secretary and shall be filed with the Corporation's records.
ARTICLE III
Board of Directors
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Section 1. General Powers. All corporate powers shall be exercised
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by or under the authority of and the business and affairs of the Corporation
manage under the direction of, the Board, except as otherwise provided in the
Articles.
Section 2. Number, Term of Office and Qualifications.(a) The number
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of directors shall be not less than five (5) nor more than sixteen (16)
shareholders. The exact number of directors, within the minimum and maximum
limitations of the preceding sentence, shall be fixed from time to time by the
Board pursuant to a resolution adopted by a majority of the entire Board prior
to the annual meeting of shareholders at which such directors are to be
elected. In addition to the foregoing relating to the determination of the
number and election of directors, the shareholders, at any meeting thereof, may
authorize not more than two (2) additional directorships which may be left
unfilled by the shareholders at such meeting, to be filled in the discretion of
the directors during the interval between meetings of the shareholders.
(b) At the first annual meeting of shareholders, the Board shall be
divided into three classes, containing as nearly equal a number of directors as
possible, with the term of office for the first class to expire at the first
annual meeting of shareholders after their election, the term of office for the
second class to expire at the second annual meeting of shareholders after their
election, and the term of office for the third class to expire at the third
annual meeting of the shareholders after their election. At each annual meeting
of shareholders following such initial classification and election, directors
elected to succeed those directors whose terms expire shall be selected for a
term of office to expire the third succeeding annual meeting of shareholders
after their election. In the event of any increase or decrease in the number of
directors, the additional or eliminated directorships shall be so classified or
chosen so that all classes of directors shall remain and become as nearly equal
in number as possible. Each director shall continue in office until the
expiration of his term as specified above and until his successor shall have
been elected and qualified, or until his death or until he shall resign or shall
have become disqualified or shall have been removed in the manner hereinafter
provided.
(c) Each director shall be the owner and holder of shares of stock in
the Corporation representing not less than $1,000 in book value as of the last
business day of the calendar year immediately prior to the election of that
director. For the purposes hereof, book value shall consist of common capital
stock, unimpaired surplus, undivided profits, and reserves for contingencies if
any such reserves are segregations of capital. If any director is appointed
during the interval between meetings of shareholders, pursuant to the provisions
of these Bylaws, such director shall hold the required qualifying shares as of
the time of his appointment. In the event the Corporation is a wholly-owned
subsidiary, the required qualifying shares shall be shares in the parent
corporation. Every Director shall hold his qualifying shares in his own name
unpledged and unencumbered in any way. The office of any director at any time
violating any of the provisions of this Section shall immediately become vacant,
and the remaining directors shall declare his office vacant and proceed to fill
the vacancy forthwith in accordance with the provisions of these Bylaws. Not
less than three-fourths (3/4) of the directors of the Corporation shall be
residents of the State of North Carolina. The term of any director shall
terminate automatically as of the annual meeting next following the date on
which he or she attains the age of seventy (70) years and such director shall
serve only until the election and qualification of such director's successor;
provided, however, that any director serving on the date of adoption of these
bylaws may continue to serve as a director for three years and until the
election and qualification of such director's successor. No person shall be
eligible for election as a director after having reached the age of 70 years.
Section 3. Election of Directors. Except as provided in Section 6 of
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this Article, the Directors shall be elected at the shareholders' annual meeting
of shareholders and the persons who shall receive the highest number of votes
shall be the elected directors. If prior to voting for the election of
Directors demand therefor shall be made by or on behalf of any share entitled to
vote at such meeting, the election of directors shall be by ballot.
Section 4. Directors' Immunity. To the fullest extent permitted by
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law, each Director shall be immune from personal liability of each Director
arising out of an action whether by or in the right of the Corporation or
otherwise for monetary damages for breach of any duty as a Director.
Section 5. Removal of Directors. Any director may be removed from
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office at any time with or without cause by either (i) a two-thirds (2/3) vote
of all the directors or (ii) a vote of shareholders whenever the number of votes
cast in favor of removal of the director exceeds the number of votes cast
against such removal. A director may not be removed by the shareholders at a
meeting unless the notice of the meeting states that the purpose, or one of the
purposes, of the meeting is removal of the director. If any directors are so
removed, new directors may be elected at the same meeting to fill the unexpired
term of the removed director.
Section 6. Vacancies. Except as provided in Section 2 of this
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Article, a vacancy in the Board created by an increase in the authorized number
of Directors shall be filled only by election at an annual meeting of
shareholders or at a special meeting of shareholders called for that purpose;
provided, however, that prior to the issuance of the Corporation's shares any
such vacancy may be filled by the then existing Board. Any vacancy in the Board
created other than by an increase in the authorized number of Directors may be
filled by a majority of the remaining Directors, even though less than a quorum,
or by the sole remaining Director. The shareholders may elect a Director at any
time to fill any vacancy not filled by the Directors. In the event of the
resignation of a Director to take effect at a future date either the Board or
the shareholders, at any time after tender of such resignation, may elect a
successor to such Director to take office as of the effective date of such
resignation. Any Director elected to fill a vacancy shall be elected for the
unexpired term of his predecessor.
Section 7. Compensation of Directors. The Board may cause the
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Corporation to compensate Directors for their services as Directors and may
provide for the payment by the Corporation of all expenses incurred by directors
in attending regular and special meetings of the Board.
Section 8. Committees. The Board, by resolution of a majority of the
----------------------
number of directors in office, shall designate three or more directors to
constitute an Executive Committee and may designate such other committees as the
Board shall deem advisable, each of which, to the extent authorized by law and
provided in such resolution, shall have and may exercise all of the authority of
the Board in the management of the Corporation. The designation of any
committee and the delegation thereto of authority shall not operate to relieve
the Board, or any member thereof, of any responsibility or liability imposed
upon the Board, or any member thereof, by law.
Section 9. Chairman of Board. The Directors shall elect a Chairman
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from their number at any meeting of the Board. The Chairman shall preside at
all meetings of the Board and perform such other duties as the Board may direct.
Section 10. Nominations. Recommendations for the number of directors
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to be elected and nominations for election to the Board may be made by the Board
or by any shareholder of
any class of stock of the Corporation entitled to vote for the election of
directors. Recommendations and nominations, other than those made by or on
behalf of the existing Board of the Corporation, shall be made in writing and
shall be delivered or mailed to one of the officers of the Corporation not less
than seven (7) days nor more than (50) days prior to any meeting of shareholders
called for the election of directors. Recommendations and nominations not made
in accordance herewith may, in his discretion, be disregarded by the Chairman of
the meeting, and upon his instruction, the voting inspectors may disregard all
votes cast for the setting of the number of directors and for each such nominee.
Section 11. Director Emeritus. Any director who has attained the age
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of 70 years and who has served as a director for the previous three years shall
be eligible for election by the Board as a Director Emeritus. There may be as
many Directors Emeritus as the Board may elect. A Director Emeritus shall have
the right to attend all meetings of the Board and to participate in discussion
on the same basis as a director, but shall not vote and shall not be
compensated.
ARTICLE IV
Meetings of Directors
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Section 1. Regular Meetings. A regular annual meeting of the Board
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may be held immediately after the shareholders' annual meeting and if not then
held shall be held within a reasonable time thereafter. In addition, the Board
may provide, by resolution, the time and place, within or without the State, for
the holding of additional regular meetings. The Board shall meet at least
quarterly, including the regular meeting to be held immediately or shortly after
the annual meeting of shareholders.
Section 2. Special Meetings. Special Board meetings may be called by
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or at the request of the President or any two Directors.
Section 3. Place of Meetings. All Board meetings shall be held at
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the Corporation's principal office except that such meetings may be held at such
other place, within or without the State, as may be designated in a duly
executed waiver of notice of such meeting or as may be otherwise agreed upon in
advance of the meeting by a majority of Directors.
Section 4. Notice of Meetings. Regular meetings of the Board may be
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held without notice. Special meetings shall be called on not less than three
(3) days' prior notice. Notice of a special meeting need not state the purpose
thereof, unless otherwise required by the Act or these Bylaws, and such notice
shall be directed to each Director at his residence or usual place of business
by mail, cable or telegram, or may be delivered personally. A Director's
presence at a meeting shall constitute a waiver of notice of that meeting except
when such Director attends the meeting solely for the purpose of objecting to
the transaction of any business thereat, on the grounds that the meeting has not
been lawfully called, and does not otherwise participate in such meeting.
Section 5. Quorum; Manner of Acting. A majority of the number of
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Directors then
authorized as the number of Directors of the Corporation shall constitute a
quorum for the transaction of any business at any meeting. Except as otherwise
expressly provided in the Articles or these Bylaws, the act of a majority of the
Directors present at a meeting at which a quorum is present shall be the act of
the Board. The vote of a majority of the Directors then holding office shall be
required to adopt, amend or repeal a Bylaw or to dissolve the Corporation
pursuant to the Act without shareholder consent.
Section 6. Presumption of Assent. A Director who is present at a
---------------------------------
Board meeting at which action on any matter is taken shall be presumed to have
assented to the action taken on any such matter unless (a) his contrary vote is
recorded or his dissent or abstention is otherwise entered in the minutes of the
meeting, (b) the Director files his written dissent or abstention to such action
with a person acting as the secretary of the meeting before the adjournment
thereof or (c) the Director forwards such dissent or abstention by registered
mail to such secretary immediately after the adjournment of the meeting. Such
right to dissent or abstention shall not apply to a Director who voted in favor
of such action.
Section 7. Informal Action of Directors. Action taken without a
----------------------------------------
meeting shall constitute action of the Board if written consent to the action in
question is signed by a majority of (or of a committee appointed by the Board in
accordance with these Bylaws) the Directors then holding office or members of
the committee, as the case may be, and filed with the minutes of the proceedings
of the Board or such committee, whether done before or after the action so
taken. Any one or more Directors may participate in any Board or committee
meeting by means of a conference telephone or similar communications device
which allows all persons participating in the meeting simultaneously to hear
each other, and such participation in a meeting shall be deemed presence in
person at such meeting.
Section 8. Resignations. A Director may resign at any time by
------------------------
communicating his resignation to the Board, its chairman, or the Corporation. A
resignation is effective when it its communicated unless it specifies in writing
a later effective date or subsequent event upon which it will become effective.
Unless otherwise specified therein, the acceptance of any such resignation shall
not be necessary to make it effective.
Section 9. Minutes. The Secretary or an Assistant Secretary shall
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keep minutes of all Board meetings, and the same shall be recorded in a book or
books which shall be kept for that purpose, which book of books shall be kept on
file in the Corporation. The minutes shall show a record of all action taken by
the Board concerning the Corporation's conduct, management, and welfare. The
minutes of any meeting of a Board committee, showing the actions taken by such
committee since the last meeting, shall be submitted to the Board at each Board
meeting. All minutes must be signed by either the chairman or the secretary of
the meeting.
ARTICLE V
Officers
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Section 1. Number of Officers. The Corporation's officers shall be a
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President, one or more Vice Presidents, a Secretary and a Treasurer, and such
other officers as may be appointed in accordance with the provisions of Section
3 of this Article. Any two offices or more may be held by one person, except
the offices of President and Secretary, but no officer shall sign or execute any
document in more than one capacity.
Section 2. Election, Term of Office and Qualifications. Each
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officer, except such officers as may be appointed in accordance with the
provisions of Section 3 of this Article, shall be chosen by the Board and shall
hold office until the annual meeting of the Board held next after his election
or until his successor shall have been duly chosen and qualified or until his
death or until he shall resign or shall have been disqualified or shall have
been removed from office.
Section 3. Subordinate Officers and Agents. The Board from time to
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time may appoint other officers or agents, each of whom shall hold office for
such period, have such authority, and perform such duties as the Board from time
to time may determine. The Board may delegate to any officer or agent the power
to appoint any subordinate officer or agent and to prescribe his respective
authority and duties.
Section 4. Removal. The officers specifically designated in Section
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1 of this Article may be removed, either with or without cause, by vote of a
majority of the whole Board at a special meeting of the Board called for that
purpose. The officers appointed in accordance with the provisions of Section 3
of this Article may be removed, either with or without cause, by a majority vote
of the Directors present at any meeting, or by any officer or agent upon whom
the Board may confer such power of removal. The removal of any person from
office shall be without prejudice to the contract rights, if any, of the person
so removed.
Section 5. Resignations. Subject to any contract obligations or
------------------------
provisions in this regard, any officer may resign at any time by giving written
notice to the Board or to the President or Secretary, or if he were appointed by
an officer or agent in accordance with Section 3 of this Article, by giving
written notice to the officer or agent who appointed him. Any such resignation
shall take effect upon its being accepted by the Board or by the officer or
agent appointing the person so resigning.
Section 6. Vacancies. A vacancy in any office because of death,
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resignation, removal, or disqualification, or any other cause, shall be filled
for the unexpired portion of the term in the manner prescribed by these Bylaws
for regular appointments or elections to such offices.
Section 7. President. The President shall be the Corporation's chief
---------------------
executive officer and, subject to the Board's instructions, shall have general
charge of the Corporation's business, affairs
and property and control over its other officers, agents and employees. He shall
preside at all meetings of shareholders at which he may be present. The
President shall sign, with the Secretary, an Assistant Secretary, or any other
proper officer of the Corporation thereunto authorized by the Board,
certificates for shares of the Corporation, any deeds, mortgages, bonds,
contracts, or other instruments which the Board has authorized to be executed,
except in cases where the signing and execution thereof shall be expressly
delegated by the Board or by these Bylaws to some other officer or agent of the
Corporation, or shall be required by law to be otherwise signed or executed. The
President shall do and perform such other duties as the Board may from time to
time assign to him.
Section 8. Vice President. At the President's request, or in the
--------------------------
President's absence or disability, the Vice President, and if there be more than
one (1) Vice President, the Vice President designated by the Board, or in the
absence of such designation, the Vice President designated by the President, or
absent such designation, in order of length of service, shall perform all the
duties of the President and when so acting shall have all the powers of and be
subject to all the restrictions upon the President. The Vice Presidents shall
perform such other duties and have such authority as the Board may from time to
time assign to them.
Section 9. Secretary. The Secretary shall keep the minutes of the
---------------------
meetings of shareholders and of the Board, and shall see that all notices are
duly given in accordance with the provisions of these Bylaws or the Act. He
shall be custodian of the Corporation's records, books, reports, statements,
certificates and other documents and of the Corporation's seal, and see that the
seal is affixed to all share certificates prior to their issuance and to all
documents requiring such seal.
In general, he shall perform all duties and possess all authority incident to
the office of Secretary, and he shall perform such other duties and have such
other authority as the Board may from time to time assign to him.
Section 10. Assistant Secretary. In the absence of the Secretary or
-------------------------------
in the event of his death, inability, or refusal to act, any Assistant
Secretary, if such an officer is appointed by the Board, shall, unless otherwise
determined by the Board, perform the duties of the Secretary, and when so acting
shall have all the powers of and be subject to all the restrictions upon the
Secretary. An Assistant Secretary shall perform such other duties as may be
assigned to him by the Secretary, by the President, or by the Board. Any
Assistant Secretary may sign, with the President or Vice President, certificates
for shares of the Corporation.
Section 11. Treasurer. The Treasurer shall have supervision over the
---------------------
Corporation's funds, securities, receipts and disbursements of the Corporation.
He shall keep full and accurate accounts of the Corporation's finances in books
especially provided for that purpose, and he shall cause a true statement of its
assets and liabilities, as of the close of each fiscal year, and of the results
of its operations and of changes in surplus for such fiscal year, all in
reasonable detail, to be made and filed at the Corporation's principal office
within four months after the end of such fiscal year. The statement so filed
shall be kept available for inspection by any shareholder for a period of ten
years and the Treasurer shall mail or otherwise deliver a copy of the latest
such statement to any
shareholder upon his written request for the same. He shall in general perform
all duties and have all authority incident to the office of Treasurer and shall
perform such other duties and have such other authority as the Board may from
time to time assign or grant to him.
Section 12. Duties of Officers May Be Delegated. In case of the
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absence of any officer of the Corporation or for any other reason that the Board
may deem sufficient, the Board may delegate the powers or duties of such officer
to any other officer or to any Director for the time being provided a majority
of the entire Board concurs therein.
Section 13. Salaries of Officers. No officer shall be prevented from
--------------------------------
receiving a salary as such officer or from voting thereon by reason of the fact
that he is also a Director. The Board shall from time to time fix the salaries
of the Corporation's officers, including such officers as may be Directors,
except that the Board may delegate to any officer who has been given power to
appoint subordinate officers or agents, as provided in Section 3 of this
Article, the authority to fix the salaries or other compensation of any such
officers or agents appointed by him.
Section 14. Bonds. Each officer and employee of the Corporation
-----------------
shall give bond to the Corporation, in a suitable amount to be approved by the
Board, conditioned upon the faithful performance of the duties of his respective
office or position, and to comply with such other conditions as may from time to
time be required by the Board.
ARTICLE VI
Contracts, Loans, Deposits, Checks, Drafts, Etc.
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Section 1. Contracts. The Board may authorize any officer or
---------------------
officers, agent or agents to enter into any contract or to execute or deliver
any instrument on behalf of the Corporation, and such authority may be general
or confined to specific instances.
Section 2. Loans. No loans shall be contracted on the Corporation's
-----------------
behalf and no evidences of indebtedness shall be issued in its name, unless and
except as authorized by resolution of the Board. Any officer or agent of the
Corporation thereunto so authorized may effect loans or advances for the
Corporation and for such loans and advances may make, execute and deliver
promissory notes, bonds, or other evidences of indebtedness of the Corporation.
Any such officer or agent, when thereunto so authorized, may mortgage, pledge,
hypothecate or transfer as security for the payment of any and all loans,
advances, indebtedness and liabilities of the Corporation any real property and
all stocks, bonds, other securities and other personal property at any time held
by the Corporation, and to that end may endorse, assign and deliver the same,
and do every act and thing necessary or proper in connection therewith. Such
authority may be general or confined to specific instances.
Section 3. Deposits. All corporate funds shall be deposited from
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time to time to the Corporation's credit in such banks or trust companies or
with such bankers or other depositories as the Board may select, or as may be
selected by any corporate officer or officers, agent or agents to
whom the Board may give such power from time to time.
Section 4. Checks, Drafts, Etc. All notes, drafts, acceptances,
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checks and endorsements or other evidences of indebtedness shall be signed by
the President or a Vice President and by the Secretary or the Treasurer, or in
such other manner as the Board from time to time may determine. Endorsements
for deposit to the Corporation's credit in any of its duly authorized
depositories shall be made by the President or Treasurer or by any officer or
agent who may be designated by Board resolution in such manner as such
resolution may provide.
Section 5. Banking Hours. Unless otherwise fixed by the Board, the
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President shall have the authority to fix the hours which the main office and
respective branches shall be open for business.
ARTICLE VII
Share Certificates and Their Transfer
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Section 1. Share Certificates. Share certificates of the Corporation
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shall be in such form as the Board may approve from time to time. The
Corporation shall issue and deliver to each shareholder certificates
representing all fully paid shares owned by him. They shall be signed by the
President or a Vice President and by the Secretary, Assistant Secretary, or the
Treasurer and sealed with the Corporation's seal, which seal may be a facsimile,
engraved or printed. All shares shall be consecutively numbered or otherwise
identified.
Section 2. Transfers of Shares. The Secretary shall keep books
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containing the names, alphabetically arranged, of all shareholders of the
Corporation, and showing their address, the number and class of shares held by
them respectively, the date of issue of such shares, the time when they
respectively became the owners thereof and the amount paid thereon. Transfers
of the Corporation's shares shall be made on such books at the direction of the
record holder thereof or his attorney thereunto duly authorized by a power of
attorney thereunto duly executed and filed with the Secretary, or with the
transfer agent, if any, for such shares, and the surrender of the certificate or
certificates for such shares properly endorsed.
Section 3. Lost or Destroyed Certificates. The Board may authorize
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the issuance of a new share certificate in place of a certificate theretofore
issued by the Corporation claimed to have been lost or destroyed, upon receipt
of an affidavit to such fact from the person claiming the loss or destruction.
The Board in its discretion may require the owner of the certificate alleged to
have been lost, destroyed, stolen or mutilated, or his legal representative, to
give the Corporation and its transfer agent and its registrar, if any, before
the issuance of such new certificate, a bond of indemnity in such sum and in
such form and with such surety or sureties as the Board may direct or
the Board, by resolution reciting that the circumstances justify such action,
may authorize the issuance of such new certificate without requiring such bond.
Section 4. Regulations. The Board may make such rules and
-----------------------
regulations as it may deem expedient concerning the issuance and transfer of
certificates for the Corporation's shares and may appoint transfer agents or
registrars, or both, and may require all certificates of stock to bear the
signature of either or both.
Section 5. Fixing Record Date. (a) The Board may fix a future date
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as the record date in order to determine (i) the shareholders entitled to notice
of a meeting of shareholders, (ii) the shareholders entitled to demand a special
meeting, (iii) the shareholders entitled to vote, or (iv) the shareholders
entitled to take any other action. A record date fixed under this Section may
not be more than seventy (70) days before the meeting or action requiring a
determination of shareholders.
(b) A determination of shareholders entitled to notice of or to vote
at a meeting of shareholders is effective for any adjournment of the meeting
unless the Board fixes a new record date for the adjourned meeting, which it
must do if the meeting is adjourned to a date more than one hundred twenty (120)
days after the date fixed for the original meeting.
Section 6. Holder of Record. The Corporation may treat as absolute
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owner of shares the person in whose name the shares stand of record on its books
just as if that person has full competency, capacity and authority to exercise
all rights of ownership irrespective of any knowledge or notice to the contrary
or any description indicating a representative, pledge or other fiduciary
relation or any reference to any other instrument or to the rights of any other
person appearing upon its record or upon the share certificate, except that any
person furnishing to the Corporation proof of his appointment as a fiduciary
shall be treated as if he were a holder of record of its shares, and except as
may otherwise by expressly provided by the laws of the State.
Section 7. Reacquired Shares. Shares of the Corporation that have
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been issued and thereafter reacquired by the Corporation shall constitute
authorized but unissued shares.
ARTICLE VIII
General Provisions
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Section 1. Corporate Seal. The corporate seal shall be in such form
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as the Board may approve from time to time.
Section 2. Distributions. The Board from time to time may authorize,
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and the Corporation may pay, distributions and share dividends on the
Corporation's outstanding shares in the manner and upon the terms and conditions
provided by law and by the Articles.
Section 3. Fiscal Year. The Corporation's fiscal year shall be the
-----------------------
year ending December 31
of each year.
Section 4. Waiver of Notice. Whenever any notice is required to be
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given to any shareholder or director under the Act, the Articles or these
Bylaws, a waiver thereof in writing signed by the person or persons entitled to
such notice, whether before or after the time stated therein, shall be
equivalent to the giving of such notice.
Section 5. Amendments. Except as otherwise herein provided, these
----------------------
Bylaws may be amended or repealed and new Bylaws may be adopted by the
affirmative vote of a majority of the directors then holding office at any
regular or special Board meeting. The Board shall not have power to adopt a
Bylaw: (a) requiring more than a majority of the voting shares for a quorum at
a shareholders' meeting or more than a majority of the votes cast to constitute
action by the shareholders, except where higher percentages are required by law;
or (b) providing for the management of the Corporation other than by the Board
or its Executive Committee. The shareholders may make, alter, amend or repeal
the Corporation's Bylaws at any annual meeting or at a special meeting called
for such purpose, and Bylaws adopted by the directors may be altered or repealed
by the shareholders. No Bylaw adopted or amended by the shareholders shall be
altered or repealed by the Board, unless specific authority to do so is provided
to the Board by the shareholders.
Section 6. Indemnification. The Corporation shall, to the fullest
---------------------------
extent from time to time permitted by law, indemnify (a) all directors,
officers, employees or agents of the Corporation and (b) any person who, at the
Corporation's request, is or was serving as a director, officer, partner,
trustee, employee or agent of another Corporation, partnership, joint venture,
trust or other enterprise or as a trustee or administrator under an employee
benefit plan, against liability and expenses in any proceeding (including
without limitation a proceeding brought by or on behalf of the Corporation
itself) arising out of their status as such or their activities in any of the
foregoing capacities ("Indemnified Person"); provided, however, that the
Corporation shall not indemnify or agree to indemnify an Indemnified Person
against liability or expenses he may incur on account of his activities which
were at the time taken known or believed by him to be clearly in conflict with
the Corporation's best interests.
The term "Indemnified Person" shall specifically include all persons
who were initial directors, officers or employees of the Corporation prior to
its incorporation and the Corporation shall, to the fullest extent from time to
time permitted by law, indemnify such Indemnified Persons against liability and
expenses in any proceeding arising out of their status as such or their
activities on behalf of the Corporation prior to its incorporation.
The Corporation may pay in advance expenses incurred by an Indemnified
Person in defending a proceeding in advance of the final disposition of such
proceeding as authorized by the Board in the specific case or as authorized or
required under any provision in the Articles or these bylaws or by any
applicable resolution or contract, upon receipt of an undertaking by or on
behalf of such Indemnified Person to repay such amount unless it shall
ultimately be determined that he is entitled to be indemnified by the
Corporation against such expenses.
The Corporation shall also pay or indemnify an Indemnified Person for
such person's reasonable costs, expenses and reasonable attorney's fees in
connection with the enforcement of rights to indemnification granted herein.
The Board shall take all such action as may be necessary and
appropriate to authorize the Corporation to pay the indemnification required by
this bylaw, including without limitation a determination by a majority vote of
disinterested directors that the activities giving rise to the liability or
expense for which indemnification is requested were not, at the time taken,
known or believed by the person requesting indemnification to be clearly in
conflict with the best interests of the Corporation.
The Corporation may purchase and maintain insurance on behalf of an
Indemnified Person against liability asserted against or incurred by him in that
capacity or arising from his status, whether or not the Corporation would have
the power to indemnify him against the same liability under any provision of
these Bylaws.
The provisions of this section are subject to the following
provisions:
(a) 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 any such
Indemnified Person did not meet any requisite standard of conduct imposed
by law in order to be entitled to such indemnification;
(b) in the event of such Indemnified Person's death, the rights
to indemnification hereunder shall extend to his or her legal
representative; and
(c) the rights to indemnification hereunder shall be in addition
to and not exclusive of any other rights to which any such Indemnified
Person may be entitled under any statute, agreement, insurance policy, or
otherwise.
For the purposes of this section, "liability" means any obligation to pay a
judgment, settlement, penalty, fine (including an excise tax assessed with
respect to an employee benefit plan), or reasonable expenses incurred with
respect to a proceeding, "expenses" means expenses of every kind incurred in
defending a proceeding, including counsel fees, and "proceeding" means any
threatened, pending, or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative and whether formal or informal.
Section 7. Interpretation of Bylaws.
------------------------------------
(a) All references in these Bylaws to directors, officers, shares and
shareholders are references to directors, officers, shares and shareholders
of the Corporation and the Board, unless the context clearly indicates
otherwise.
(b) The following terms, as used in these Bylaws, shall have the
following meanings, unless the context clearly indicates otherwise:
"Act" means the North Carolina Business Corporation Act, North
Carolina General Statutes, Chapter 55.
"Articles" means the Corporation's Articles of Incorporation.
"Corporation" shall mean Waccamaw Bankshares, Inc., a North Carolina
corporation.
"Board" means the Corporation's Board of Directors.
"State" shall mean the state of North Carolina.
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