Exhibit 3.3
BY-LAWS OF
FIRST CITIZENS BANCORPORATION
OF SOUTH CAROLINA, INC.
AS AMENDED ON JANUARY 30, 2002
ARTICLE I
OFFICES
1. Principal office. The principal office of the corporation shall be
located in Columbia, South Carolina.
Other offices. The corporation may have offices at such other places,
either within or without the State of South Carolina, as the Board of Directors
may from time to time determine, or as the business of the corporation may
require.
ARTICLE II
----------
MEETINGS OF SHAREHOLDERS
1. Place of meetings. All meetings of the shareholders shall be held at
the principal office of the corporation, or at such other place, either within
or without the State of South Carolina, as shall be designated in the notice of
the meeting.
2. Annual meetings. An annual meeting of shareholders shall be held in
April of each year on a date to be set annually by the Board of Directors for
the purpose of electing directors of the corporation and for the transactions of
such other business as may be properly brought before the meeting.
3. Substitute annual meetings. If the annual meeting be not held on the
date herein specified or within thirty (30) days, thereafter, a substitute
annual meeting may be called in the manner provided in Section 4 of this
Article. Such substitute meeting shall for all purposes be deemed to be and
treated as the annual meeting.
4. Special meetings. Special meetings may be called at any time by any
one of the following: (a) the President; (b) the Chairman of the Board of
Directors; or (d) the holders of not less than ten (10%) percent of the share
entitled to vote at the meeting.
5. Notice of meeting. Written or printed notice stating the time and
place of the meeting and, in case of a special meeting, the purpose or purposes
for which the meeting is called, shall be delivered not less than ten (10) nor
more than fifty (50) days before the date thereof, either personally or by mail,
by or at the direction of the President, the Secretary, or the officer or
persons calling the meeting, to each shareholder of record entitled to vote at
such meeting. If mailed, such notice shall be deemed to be delivered when
deposited with postage prepaid in the
United States mail, addressed to the shareholder at his address as it appears on
the stock transfer books of the corporation.
In the case of the annual or substitute annual meeting, the notice
thereof need not specifically state the business to be transacted thereat unless
it is a matter, other than election of directors, on which a vote of
shareholders is expressly required by the provisions of the South Carolina
Business Corporation Act.
When a meeting is adjourned for thirty (30) days or more, notice of the
adjourned meeting shall be given as in the case of an original meeting. When a
meeting is adjourned for less than thirty (30) days, notice of the adjourned
meeting need not be given if the time and place of the adjournment are announced
at the meeting at which the adjournment is taken.
6. Quorum. The holders of a majority of the shares entitled to vote,
represented in person or by proxy, shall constitute a quorum at meetings of
shareholders. If there is no quorum at the opening of a meeting of shareholders,
such meeting may be adjourned from time to time by a vote of a majority of the
shares voting on the motion to adjourn. At any adjourned meeting at which a
quorum is present, any business may be transacted which might have been
transacted at the original meeting.
The shareholders at a meeting at which a quorum is present may continue
to do business until adjournment, notwithstanding the withdrawal of enough
shareholders to leave less than a quorum.
7. Voting of shares. The vote of a majority of the shares voted on any
matter at a meeting of shareholders at which a quorum is present shall be the
act of the shareholders on that matter, unless the vote of a greater number is
required by law or by the Articles of Incorporation of the corporation.
Voting on all matters shall be by voice vote or by show of hands unless
the holders of one-tenth of the shares represented at the meeting shall, prior
to the voting on any matter, demand a ballot vote on that particular matter.
8. Informal or irregular action by shareholders. Action taken at any
meeting of shareholders, however called and with whatever notice, if any, shall
be deemed action of the shareholders taken at a meeting duly called and held on
proper notice if: (a) all shareholders entitled to vote at the meeting are
present in person or by proxy, and no shareholder objects to holding the
meeting; or (b) a quorum is present either in person or by proxy, no one present
objects to holding the meeting, and each absent person entitle to vote at the
meeting signs, either before or after the meeting, a written waiver of notice,
or consent to the holding of the meeting, or approval of the action taken as
shown by the minutes thereof.
Any action which may be taken at a meting of shareholders may be taken
without a meeting if a written consent, setting forth the action so taken, is
signed by the holders of all outstanding shares entitled to vote on such action,
or their attorneys-in-fact or a proxy holder thereof, and is filed with the
Secretary of the corporation as part of the corporate records.
ARTICLE III
DIRECTORS
---------
1. General powers. The business and affairs of the corporation shall be
managed under the direction of the Board of Directors.
2. Number, term and qualifications. The number of the directors of the
corporation shall not be less than seven (7) nor more than twenty-eight (28).
Each director shall hold office until the expiration of the term for which he is
elected, and until his successor shall have been elected and qualify. From time
to time the shareholders or directors may, within the limits herein set forth,
fix or change the number of directors which will constitute the Board of
Directors. The Board of Directors may, at any time, if fixed at fewer than the
maximum number, provide for the addition of one or more directors, but not
exceeding such maximum number and the vacancies so created may be filled by
majority vote of the Board of Directors. Directors so elected shall serve until
the next annual meeting of shareholders and until their successors are elected
and qualify. No person who has attained the age of seventy-five (75) years shall
be eligible for election or re-election was a director; provided, however, such
condition of eligibility shall not apply to any person who was a director of the
corporation on January 1, 1993.
3. Election of directors. Except as provided in Section 5 of this
Article, the directors shall be elected at the annual meeting of shareholders;
and those persons who receive the highest number of votes shall be deemed to
have been elected. If any shareholder so demands, election of directors shall be
by ballot.
4. Removal. Any or all directors may be removed, with or without cause,
by a vote of the holders of a majority of the shares then entitled to vote at an
election of directors, subject to the provisions of the South Carolina Business
Corporation Act pertaining to removal of directors.
5. Vacancies. Any vacancy occurring in the Board of Directors,
including a vacancy resulting from an increase in the number of directors as
described in Section 2 of this Article, may be filled by a majority of the
remaining directors, even though less than a quorum, or by the sole remaining
directors; Directors so elected shall serve until the next annual meeting of
shareholders and until their successors are elected and qualify.
6. Chairman. There may be a Chairman of the Board of Directors elected
by the Directors from among their number at any meeting of the Board. The
Chairman shall preside at all meetings of the Board of Directors and shall
perform such other duties as may be directed by the Board.
There may be a Vice-Chairman of the Board of Directors elected by the
directors from among their members at any meeting of the Board. The
Vice-Chairman, in the absence of the Chairman, shall perform the duties of the
Chairman, and perform such other duties as may be directed by the Board.
7. Compensation. The Board of Directors may compensate directors for
their services as such and may provide for the payment of all expenses incurred
by directors in attending regular and special meetings of the Board.
8. Executive Committee. The Board of Directors may, by a resolution of
the full Board, designate from among its members an Executive Committee and
other committees, each consisting of one or more directors, and may delegate to
such committee or committees all the authority of the Board of Directors except
such authority as is expressly denied a committee by the South Carolina Business
Corporation Act.
9. Honorary Directors. The title "Director Emeritus" may be conferred
upon such former directors of Bancorp as may be selected by the Board of
Directors. Each person so selected shall be paid as an honorarium an amount
approved by the Board of Directors. Messrs. Haltiwanger, Harrelson, Heyward,
Lane, McCoy, Pitts, and Rowell abstained from voting.
ARTICLE IV
MEETING OF DIRECTORS
--------------------
1. Regular meetings. The annual meeting of the Board of Directors shall
be held immediately after, and at the same place as the annual
meeting of shareholders. In addition, the Board of Directors may
provide, by resolution, the time and place, either within or without
the State of South Carolina, for the holding of additional regular
meetings.
2. Special meetings. Special meetings of the Board of Directors may be
called by the Chairman of the Board, the President or a majority of
the directors. Such meetings shall be held either within or without
the State of South Carolina.
3. Notice of Meetings. Regular meetings of the Board of Directors may
be held with out notice.
Special meetings of the Board of Directors shall be held upon at least
two (2) days notice by any usual means of communication. The purpose of such
meeting need not be specified in the
Except as otherwise expressly provided by the South Carolina Business
Corporation Act., neither the business to be transacted at, nor the purpose of,
any regular or special meeting of the Board of Directors need be specified in
the notice or waiver of notice.
4. Quorum. A majority of the total number of directors then in office
shall constitute a quorum for the transaction of business, unless
the vote of a greater proportion is required by the South Carolina
Business Corporation Act.
Except as otherwise provided in this section or Section 8 of Article
III of these By-Laws, the vote of a majority of the directors present at a
meeting at which a quorum is present shall be the act of the Board of Directors.
5. Informal or irregular action by Directors. Action taken by a
majority of the directors or members of a committee without a meeting shall be
valid if written consent to the action is executed, either before or after the
action so taken, by all the directors or committee members and is filed with the
minutes of the proceedings of the Board or Committee.
ARTICLE V
OFFICERS
--------
1. Election and term. The officers of the corporation shall be elected
by the Board of Directors at its annual meeting, and such officer shall hold his
office for one year and until his successor shall be elected and qualify, or
until the earlier of his death, resignation, retirement, removal or
disqualification.
Any vacancy, however occurring, in any office may be filled by the
Board of Directors at any regular or special meeting of the Board; and the Board
may, at any regular or special
meeting of the Board, elect a person to an office created in the interim between
annual meetings of the Board.
2. Removal. Any officer or agent elected or appointed by the Board of
Directors may be removed by the Board whenever in its judgment the best
interests of the corporation will be served thereby.
3. Compensation. The compensation of all officers of the corporation
shall be fixed by the Board of Directors.
4. Bonds. The Board of Directors may, be resolution, require any or all
officers, agents or employees of the corporation to give bond in such sum and
with such sureties as the resolution may specify for the faithful discharge of
their duties.
5. Number, Duties and Powers. The officers of the Corporation shall
consist of Chairman of the Board, Vice-Chairman of the Board, Chief Executive
Officer, Chief Operating Officer, President, Secretary, and Controller; and may
also consist of one or more Executive Vice Presidents, one or more Senior Vice
Presidents, one of more Vice Presidents, and such other or additional officers
as, in the opinion of the Board, are necessary for the conduct of the business
of the corporation. Each officer shall have such duties as may be assigned and
such powers as may be granted to him by the Board of Directors and these
By-laws. Any two or more offices may be held by the same person, except that no
officer may act in more than one capacity where action of two or more officers
is required. The duties and powers of the offices are as follows:
a. Chairman of the Board: The Chairman of the Board shall preside at
all meetings of the Board of Directors and all meetings of the
shareholders. He may sign, execute, and deliver in the name of the
corporation powers of attorney, contracts, bonds, certificates of
stock and other obligations or documents. He shall perform such
other duties as the Board of Directors may direct.
b. Vice-Chairman of the Board: The Vice-Chairman of the Board shall, in
the absence of the Chairman, preside at all meetings of the Board of
Directors and all meetings of the shareholders. He shall perform
such other duties as the Board of Directors may direct.
c. Chief Executive Officer: The Chief Executive Officer shall be either
the Chairman of the Board or President. He shall have general
supervision of all affairs of the corporation, and shall carry into
effect all directives of the Board of Directors or the Executive
Committee thereof.
d. President: The President shall have such powers and perform such
duties as the Board of Directors, Chairman of the Board, or Chief
Executive Officer may direct. He may sign, execute and deliver in
the name of the corporation powers of attorney, contracts, bonds,
certificates of stock, and other obligations or documents.
e. Chief Operating Officer: The Chief Operation Officer shall
administer and supervise the operations of the corporation in
accordance with these By-Laws, and shall
perform such other duties as the Board of Directors, Chairman of the
Board, Chief Executive Officer, or President may direct.
f. Executive Vice President (s), Senior Vice Presidents and other Vice
Presidents: The duties of the Executive Vice President (s), the
Senior Vice Presidents and other Vice Presidents shall be to perform
such duties as the Board of Directors, Chairman of the Board, Chief
Executive Officer, President, or Chief Operation Officer may direct.
g. Secretary: The Secretary shall attend and keep accurate records of
the acts and proceedings of all meetings of shareholders and
directors. He shall give or cause to be given all notices required
by law and by the By-laws. He shall have general charge of the
corporate books and records, excluding financial books and records,
and of the corporate seal; and he shall affix the corporate seal to
any lawfully executed instrument requiring it. He shall have general
charge of the stock transfer books of the corporation and shall
keep, at the registered or principal office of the corporation, a
record of shareholders showing the name and address of each
shareholder and the number and class of the shares held by each. He
shall sign such instruments as may require his signature and shall
perform such other duties as the Board of Directors, Chairman of the
Board, Chief Executive Officer, President, or Chief Operating
Officer may direct. The Secretary shall sign, with the President or
other authorized officer, certificates for shares of the
corporation.
h. Controller: The Controller shall be the Chief Financial Officer of
the corporation, and shall have custody of all funds and securities
belonging to the corporation. He shall receive, deposit or disburse
the same under the direction of the Board of Directors, Chairman of
the Board, Chief Executive Officer, President, or Chief Operating
Officer. He shall keep full and accurate accounts of the finances of
the corporation in books especially provided for that purpose; and
shall cause a true statement of the 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. He shall perform such other duties as the Board of
Directors, Chairman of the Board, Chief Executive Officer, or
President may direct.
ARTICLE VI
CONTRACTS, CHECKS AND DEPOSITS
------------------------------
1. Contracts. The Board of Directors may authorize any officer or
officers, agent or agents, to enter into any contract or execute and deliver any
instrument on behalf of the corporation, and such authority may be general or
confined to specific instances.
2. Checks and Drafts. All checks, drafts or other orders for the
payment of money issued in the name of the corporation shall be signed by such
officer or officers, agent or agents of the corporation and in such manner as
shall from time to time be determined by resolution of the Board of Directors.
3. Deposits. All funds of the corporation not otherwise employed shall
be deposited from time to time to the credit of the corporation in such
depositories as the Board of Directors shall direct.
ARTICLE VII
CERTIFICATES FOR SHARES AND TRANSFER THEREOF
--------------------------------------------
1. Certificates of shares. Certificates representing shares of the
corporation shall be issued, in such form as the Board of Directors shall
determine, to every shareholder for the fully paid shares owned by him. Each
certificate shall state on the face thereof such information as is required by
law. These certificates shall be signed by the President or any Vice President,
and the Secretary or any Assistant Secretary and may be sealed with the seal of
the corporation or a facsimile thereof. They shall be consecutively numbered or
otherwise identified; and the name and address of the persons to whom they are
issued, with
2. Transfer of shares. Transfer of shares shall be made on the stock
transfer books of the corporation only upon surrender of the certificates for
the shares sought to be transferred by the record holder thereof or by his duly
authorized agent, transferee or legal representative. All certificates
surrendered for transfer shall be canceled before new certificates for the
transferred shares shall be issued.
3. Closing transfer books and fixing record date. For the purpose of
determining shareholders entitled to notice of or to vote at any meeting of
shareholders or any adjournment thereof, or entitled to receive payment of a
dividend to other or other distribution, or in order to make a determination of
shareholders for any other proper purpose, the Board of Directors may fix in
advance a record date for any such determination of shareholders. Such date
shall not in any case be more than fifty (50) days and, in case of a meeting of
shareholders, not less than ten (10) full days prior to the date on which the
particular action, requiring such determination of shareholders is to be taken.
In lieu of fixing a record date as hereinabove provided, the Board of
Directors may order the stock transfer books to be closed for a stated period.
Such period shall not in any case exceed fifty (50) days and, in case of a
meeting of shareholders, the books shall be closed for at least ten (10) full
days immediately preceding the date of such meeting.
If the stock transfer books are not closed and no record date is fixed
for the determination of shareholders entitled to notice of or to vote at a
meeting of shareholders, or shareholders entitled to receive payment of a
dividend, the date on which notice of the meeting is mailed, or the date on
which the resolution of the Board of Directors declaring such dividend is
adopted, as the case may be, shall be the record date for such determination of
shareholders.
4. Lost Certificates. A shareholder whose certificate has been lost or
destroyed may have it replaced upon complying with the requirements of the
Uniform Commercial Code in effect in South Carolina.
ARTICLE VIII
GENERAL PROVISIONS
------------------
1. Dividends. The Board of Directors may, from time to time declare,
and the corporation may pay dividends on its outstanding shares in cash or
property (including its own shares or those of other corporations) subject to
limitations and restrictions imposed by law or contained in the Articles of
incorporation.
2. Waiver of Notice. Whenever any notice is required to be given to any
shareholder or director under the provisions of the South Carolina Business
Corporation Act or under the provisions of the Article of Incorporation or
By-Laws of the corporation, a waiver thereof in writing signed by the person or
persons entitled to such notice, whether before or after the date of the meeting
or other event requiring notice, shall be equivalent to the giving of such
notice.
3. Fiscal Year. Unless otherwise ordered by the Board of Directors, the
fiscal year of the corporation shall commence on January 1 and end on December
31.
4. Amendments. The Board of Directors may adopt, amend, or repeal these
By-Laws or adopt new By-Laws, subject to the right of shareholders to alter,
amend, repeal By-Laws or adopt new By-Laws in accordance with applicable
provisions of the South Carolina Business Corporation Act. Any such action taken
by directors shall require the vote of a majority of directors then in office;
any such action taken by shareholders shall require the vote of a majority of
all shares entitled to elect directors.
Any notice of a meeting of shareholders or of directors at which
By-Laws are to be adopted, amended, or repealed shall include notice of such
proposed action.