FOURTH DRAFT 2/5/93
EXHIBIT 3.2
BY-LAWS
OF
GLEN BURNIE BANCORP
ARTICLE I
OFFICES
The principal office of the corporation shall be at 101 Crain
Highway, SE, Glen Burnie, Anne Arundel County, State of Maryland. The
corporation may also have offices at such other places within the State of
Maryland as the Board of Directors may from time to time determine or the
business of the corporation may require, provided permission is obtained from
applicable regulators.
ARTICLE II
STOCKHOLDERS
1. Place of Meetings
Meetings of stockholders shall be held at the
principal office of the corporation or at such place within the State of
Maryland as the Board of Directors shall authorize.
2. Annual Meeting
The Annual Meeting of the Stockholders shall be held
on the second Thursday of March at 2:00 p.m. in each year if not a legal
holiday, and, if a legal holiday, then on the next business day following at the
same hour, when the stockholders shall elect a board and transact such other
business as may
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properly come before the meeting. In the event of extremely inclement weather,
an act of God, or other emergency situations, the meeting may be postponed from
day to day until said situation is alleviated.
3. Special Meetings
A special meeting of the stockholders may be called
at any time by the Chairman of the Board of Directors, the President, a majority
of the Board of Directors then serving or at the request in writing
by.stockholders entitled to cast at least twenty five percent (25%) of all the
votes entitled to be cast at the meeting. Such request shall state the purpose
or purposes of the proposed meeting. Business transacted at a special meeting
shall be confined to the purposes stated in the notice. Notice of special
meetings shall be given by the Secretary not less than ten (10) nor more then
ninety (90) days before the date of such meeting in writing to each stockholder
entitled to vote at the meeting.
4. Fixing Record Date
For the purpose of making any proper determination
with respect to stockholders including which stockholders are
entitled to: a) notice of a meeting; b) vote at a meeting; c)
receipt of a dividend; d) be alloted other rights, the stock
transfer books of the corporation may be closed for a period-not
to exceed twenty (20) days. The record date shall not be more
than ninety (90) days before the date on which the action
requiring the determination will be taken or less than ten (10)
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days before the date of the meeting. The Board of Directors may choose the
record date, however if no record date is fixed, it shall be determined in
accordance with the provisions of the Corporations & Associations Article of the
Annotated Code of Maryland as it may be amended from time to time.
5. Notice of Meeting of Stockholders
Written notice of each meeting of stockholders shall
state the purpose of purposes for which the meeting is called, the place, date
and hour of the meeting and unless it is the annual meeting, 'shall indicate
that it is being issued by or at the direction of the person or persons calling
the meeting. Notice shall be given either personally or by mail to each
stockholder entitled to vote at such meeting, not less than ten (10) nor more
than thirty (30) days before the date of the meeting. If action is proposed to
be taken that might entitle stockholders to payment for their shares, the notice
shall include a statement of that purpose and to that effect. If mailed,'the
notice is given when deposited in the United States mail, with postage thereon
prepaid, directed to the stockholder at the stockholder's address as it appears
on the record of stockholders, or, if the stockholder has filed.with the
Secretary a written request that any notices be mailed to some other address,
then directed to such other address.
6. Waivers
Notice of any meeting need not be given to any
stockholder who signs a waiver of notice, in person or by proxy,
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whether before or after the meeting. The attendance of any stockholder at a
meeting, in person or by proxy, without protesting prior to the conclusion of
the meeting the lack of notice of such meeting, shall constitute a waiver of
notice by the stockholder.
7. Quorum of Stockholders
Unless the Articles of Incorporation provides
otherwise, the holders of a majority of the shares entitled to vote thereat
shall constitute a quorum at a meeting of stockholders for the transaction of
any business.
When a quorum is once present to organize a meeting,
it is not broken by the subsequent withdrawal of any
stockholders.
The stockholders present may adjourn the meeting
despite the absence of a quorum.
8. Proxies
Every stockholder entitled to vote at a meeting of
stockholders or to express consent or dissent without a meeting may authorize
another person or persons to act for that stockholder by proxy.
Every proxy must be signed by the stockholder or the
stockholder's attorney-in-fact. Proxies shall not be valid after the meeting for
which they are granted or continuation thereof and the purposes therein
contained. Every proxy shall be revocable at the pleasure of the stockholder
executing it, except .,as otherwise provided by law.
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9. Qualification of Voters
Every stockholder of record shall be entitled at
every meeting of stockholders to one (1) vote for every share standing in that
stockholders name on the record of stockholders.
10. Vote of Stockholders
Except as otherwise required by statute or by the
Articles of Incorporation:
a) Directors shall be elected by a plurality of the
votes cast at a meeting of stockholders by the holders of shares
entitled to vote in the election;
b) The affirmative vote of the holders of not less
than 80% of the outstanding shares of stock of the corporation entitled to vote
shall be required for the approval or authorization with respect to the
following:
1) The amendment of Articles of Incorporation.
2) The consolidation of the corporation with
one or more corporations to form a new consolidated corporation.
3) The merger of the corporation with another
corporation or the merger of one or more corporations into the
corporation.
4) The sale, lease, exchange or other transfer
of all, or substantially all, of the property and assets of the
corporation, including its goodwill.
5) The participation of the corporation in a
share-exchange (as defined in the Corporations & Associations
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Article of the Annotated Code of Maryland) the stock of which is to be acquired.
6) The voluntary liquidation, dissolution or
winding up of the corporation.
c) All other corporate action shall be authorized
by a majority of the votes cast.
11. Written Consent of Stockholders.
Any action that may be taken by vote may be taken
without a meeting on written consent, setting forth the action so taken, signed
by the holders of all the outstanding shares entitled to vote thereon or signed
by such lessor number of holders as may be provided for in the Articles of
Incorporation.
ARTICLE III
DIRECTORS
1. Board of Directors
Subject to any provision-in the Articles of
Incorporation, the business of the corporation shall be managed by its Board of
Directors, each of whom shall be a citizen of the United States and the State of
Maryland and be at least the age of majority-and be stockholders with sufficient
shares to qualify under the provisions Section 3-403 of the Financial
Institutions Article of the Annotated Code of Maryland as it may be amended from
time to time.
Former Directors may be elected by the Board of
Directors to an honorary position of Director Emeritus, however
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such Directors will not have a vote and will not be required to attend regular
Board of Directors meetings. The Directors Emeritus will receive such
compensation as the Board of Directors may determine.
2. Number of Directors
The property, business and affairs of this
corporation shall be managed by a Board of not less than nine (9) Directors, nor
more than sixteen (16), who shall hold office for one (1) year or until their
successors are elected and qualify. However, two (2) of the directorships may be
left vacant to be filled at the discretion of the Board of Directors. Directors
appointed under this provision shall hold office until the next Annual Meeting
where they will be subject to election by the stockholders for another term, if
the stockholders wish to fill all directorships. The number of directors to
serve each year shall be determined at the Annual Meeting of the Stockholders of
the corporation.
3. Election and Term of Directors
At each Annual Meeting of Stockholders, the
stockholders shall elect Directors to hold office until the next Annual Meeting.
Each Director shall hold office until the expiration of the term for which he or
she is elected and until his or her successor has been elected and qualified or
until his or her prior resignation or removal.
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4. Vacancies
Any vacancy on the Board of Directors may be filled
by the Board of Directors. A Director elected to fill a vacancy caused by
resignation, death or removal shall be elected to hold office for the unexpired
term of his or her predecessor.
5. Removal of Directors
The stockholders may remove the entire Board of
Directors or any individual Director from office by an affirmative vote of
eighty.percent (80%) of all votes entitled to be cast at an election of
Directors. In case the Board or any one or more Directors be so removed, new
Directors may be elected at the same meeting.
The Board of Directors may remove a Director for cause or physical
disability of long duration by a vote of eighty percent (80%) of the members
then serving on the Board of Directors.
6. Resignation
A Director may resign at any time by giving written
notice to the Board, the President, the Treasurer or Secretary of the
corporation. Unless-otherwise specified in the notice, the resignation shall
take effect upon receipt thereof by the Board or such officer and the acceptance
of the resignation shall not be necessary to make it effective.
7. Quorum of Directors
At all meetings of the Board of Directors, a
majority of the Directors serving shall be necessary and
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sufficient to constitute a quorum for the transaction of business, and every act
of the majority of the Directors present at a meeting at which a quorum is
present, shall be regarded as the act of the Board of Directors, unless a
greater number is required by law or under the provisions of these By-Laws. In
absence of a quorum, a majority of the Directors present may adjourn from day to
day until the time fixed for the next regular meeting of the Board of Directors
or until a quorum shall attend.
8. Action of the Board of Directors
Unless otherwise required by law, the vote of a
majority of the Directors present at-the time of the vote, if a quorum is
present at such time, shall be the act of the.Board of Directors. Each Director
present shall have one vote regardless of the number of shares that Director may
hold.
9. Place and Time of Board Meetings
The Board of Directors may hold its meetings at the
office of the corporation or at such other place, within the State of Maryland,
as it may from time to time determine.
10. Regular Annual Meeting
A regular Annual Meeting of-the Board of Directors
shall be held immediately following the Annual Meeting of the Stockholders at
the place of such Annual Meeting of Stockholders.
11. Notice of Meetings of the Board, Adjournment
Regular meetings of the Board of Directors may be
held without written notice at such time and place as it shall
from time to time determine. Special meetings of the Board of
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Directors shall be held upon notice to the Directors and may be called by the
President upon three (3) days notice to each Director either personally or by
mail, or by wire. Special meetings shall be called by the President or by the
Secretary, and/or the Treasurer in a like manner on written request of two (2)
Directors. Notice of a meeting need not be given to any Director who submits a
waiver of notice, whether before or after the meeting, or who attends the
meeting without protesting prior thereto or at its commencement, the lack of
notice.
12. Chairman
The Chairman of the Board of Directors shall preside
at all meetings of the Board of Directors and the stockholders of the
corporation. The Chairman shall be an ex officio member of all standing
committees. The Chairman's main duties shall consist of relations between the
Board of Directors and the Officers and the Board of Directors and the
stockholders.: Also, the Chairman may exercise such other and further authority
as the Board of Directors may, from time to time, delegate to the Chairman.
13. Compensation
The Board of Directors shall provide for
compensation to be paid to Directors, Committee members and the Secretary
attending meetings of the Board and any Committees.
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ARTICLE IV
OFFICERS
1. Offices, Election, Term,
The officers of the corporation shall consist of:
President (who may also be Chairman of the Board of Directors), Vice Presidents,
Secretary and Treasurer. All of said officers shall be elected by the Board of
Directors. New Officer positions may be created and filled by the Board of
Directors at any regular or special Board meeting.
2. President
The President shall be the Chief Executive Officer
of the corporation. The President shall carry into.effect all legal directions
of the Executive Committee and the Board of Directors and shall at all times
exercise general supervision over the interests, affairs, and operations of the
corporation and perform all duties with reference thereto or incident t o office
of President. Also, the President may perform such duties as the Board of
Directors may designate from time to time. The President shall be an ex officio
member of all standing Committees.
3. Vice President
During the absence or disability of the President,
the Vice President shall have all the duties and powers and
functions of the President.
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The Vice President shall perform such duties as may
be prescribed by the Board of Directors from time to time.
4. Assistant Vice President
The Board of Directors may appoint an Assistant Vice
President or more than one Assistant Vice President. Each Assistant Vice
President shall have power to perform all duties of the Vice President in the
absence or disability of the Vice President and shall have such other powers and
shall perform such other duties as may be assigned by the Board of Directors or
the President.
5. Treasurer
The Treasurer shall have custody of all the funds
and securities of the corporation, and shall keep full and accurate account of
receipts and disbursements in books belonging to the corporation. The Treasurer
shall deposit all monies and other valuables in the name and to the credit of
the corporation in such depository or depositories as may be designated by the
Board of Directors.
The Treasurer shall disburse the funds of the
corporation as may be ordered by the Board of Directors, taking proper vouchers
for such disbursements. The Treasurer shall render to the President and the
Broad of Directors, whenever either of them so request, an account of all
transactions as Treasurer and of the financial condition of the corporation.
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The Treasurer shall perform all the duties generally incident to the office of
Treasurer, subject to the control of the Board of Directors and the President.
During the absence or disability of the Treasurer,
the Board of Directors may select an Acting Treasurer to serve, who shall have
all the powers and functions of the Treasurer. The Acting Treasurer would serve
until, in the judgment of the Board of Directors, the Treasurer could return to
duty.
6. Secretary
The Secretary shall have the custody of the seal of
the corporation and shall affix the same to all instruments requiring it, when
authorized by the Board of Directors' or the President and attest the same. In
general, the Secretary shall perform all duties generally incident to the office
of Secretary, subject to the control of the Board of Directors and the
President.
During the absence or disability of the Secretary,
the Board of Directors may elect an Acting Secretary to serve, who shall have
all the powers and duties of the Secretary. The Acting Secretary will serve
until, in the judgment of the Board of Directors, the Secretary could return to
duty.
7. Counsel
The Board of Directors shall have the power to
appoint a Counsel. The Counsel of this corporation shall have such powers and
perform such duties as the Board of Directors shall prescribe.
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ARTICLE V
CERTIFICATES FOR SHARES
1. Certificates
The shares of the corporation shall-be represented
by certificates unless represented by book entries (Statement of Account). They
shall be numbered and entered in the books of the corporation as they are
issued. They shall exhibit the holder's name and the number of shares and shall
be signed by the officers designated in these By-Laws, and shall bear the
corporate seal. The President and Secretary, shall sign all certificates of
stock and shall have power to make any and all transfers of the stock of this
corporation which may be authorized. In the absence of the President the Vice
President shall perform the duties and in the absence of the Secretary the
Assistant Secretary shall perform these duties in reference to said
certificates.
2. Lost or Destroyed Certificates
The Board of Directors may direct a new certificate
or certificates to be issued in place of any certificate or certificates
theretofore issued by corporation alleged to have been lost or destroyed upon
the making of an affidavit of that fact by the person claiming the certificate
to be lost or destroyed. When authorizing such issue of a new certificate or
certificates, the Board of Directors may, in its discretion and as a condition
precedent to the issuance thereof, require the owner of such lost or destroyed
certificate or certificates, or his legal representative, to advertise the same
in such manner as
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it shall require and/or give the corporation a bond in such sum and with such
surety or sureties as it may direct as indemnity against any claim that may be
made against the corporation with respect to the certificate alleged to have
been lost or destroyed.
3. Transfer of Shares
a. Upon surrender to the corporation or the
transfer agent of the corporation.of a certificate for shares duly endorsed or
accompanied by proper evidence of succession, assignment or authority to
transfer, it shall be the duty of the corporation to issue a new certificate to
the person or persons entitled thereto, and cancel the old certificate. Every
such transfer shall be entered on the transfer book of the corporation which
shall be kept at its principal office. No,transfer shall be-made within twenty
(20) days next preceding the Annual Meeting of the Stockholders.
b. The corporation shall be entitled to treat the
holder of record of any share as the holder in fact thereof and accordingly
shall not be bound to recognize any equitable or other claim to or interest in
such share on the part of any other person whether or not it shall have express
or other notice thereof, except as expressly provided by the laws of the State
of Maryland.
4. Transfer Books
The Board of Directors may prescribe a period hot
exceeding twenty (20) days prior to any-meeting of the
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stockholders, during which time no transfer of stock on the books
of the corporation may be made.
ARTICLE VI
DIVIDENDS
The Board of Directors, at their discretion, may, when the surplus
profits justify, declare dividends (or distribution of surplus profits) to the
holders of shares of capital stock.
ARTICLE VII
INVESTMENTS, LOANS AND EXPENDITURES
The funds of this corporation may be invested, loaned or expended in
such manner and oft such terms as the Board of Directors or Executive Committee
may determine, subject to applicable State and Federal laws and regulations.
To acquire, hold, own, sell, assign, exchange,
transfer or otherwise dispose of or deal in and with any of the shares of
capital stock and other securities and interest issued or created by any banking
institution or association organized under the laws of the United States of
America, any state, other political subdivision,or any foreign government, or
any other firm or corporation to the extent Permitted by applicable laws or
regulations.
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ARTICLE VIII
CORPORATE SEAL
The seal of the corporation shall be circular in form and bear the
name of the corporation, the year of its organization and the words "Corporate
Seal - Maryland." The seal may be used by causing it to be impressed directly on
the instrument or writing to be sealed or upon adhesive substance affixed
thereto. The seal on the certificates for shares or on any corporate obligation
for the payment of money may be a facsimile, engraved, or printed.
ARTICLE IX
EXECUTION OF INSTRUMENTS
All corporate instruments and document, except stock certificates,
shall be signed or countersigned, executed, verified or acknowledged by such
officer or officers or other person or persons as the Board of Directors may
from time to time designate.
ARTICLE X
FISCAL YEAR
The fiscal year shall begin the first day of January in each year and
end on the following 31st day of December in each year.
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ARTICLE XI
REFERENCES TO CERTIFICATE OF INCORPORATION
AND
ARTICLES OF INCORPORATION
Reference to the Certificate of Incorporation and the Articles of
Incorporation in these By-Laws shall include all amendments thereto or changes
thereof unless specifically exempted.
ARTICLE XII
BY-LAW CHANGES
1. Amendment, Reveal, Adoption, Election of Directors
Except as otherwise provided in the Articles of
Incorporation, the By-Laws may be amended by the stockholders of the corporation
by an affirmative vote of eighty (80%) of all the votes entitled to be cast on
the matter. The By-Laws may be amended or repealed at any Special Meeting called
for that purpose or at any regular Annual Meeting, provided however that notice,
as required, is given to all stockholders entitled to said notice.
ARTICLE XIII
INDEMNIFICATION OF OFFICERS AND DIRECTORS
As used in this Article XIII, any word or words defined in Section
2-418 of the Corporations & Associations Article,of the Annotated Code of
Maryland, as amended from time to time, (the
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Indemnification Section) shall have the same meaning as provided in the
Indemnification Section.
The corporation may indemnify and advance expenses to a Director,
officer, employee, Committee member of the Corporation in connection with a
proceeding to the fullest extent permitted by and in accordance with the
Indemnification Section.
ARTICLE XIV
PUBLICATION OF NOTICE TO STOCKHOLDERS
Notice of the time, place and purpose of such meeting shall be given
by publication in at least one (1) newspaper published. in Anne Arundel County,
Maryland, not less than ten (10) days prior to the meeting, in which said notice
shall set forth the time and place of said meeting and also the fact that the
meeting is an Annual Meeting and that the annual election of directors will then
be held.
ARTICLE XV
ANNUAL REPORT OF THE PRESIDENT
At every Annual Meeting of the Stockholders, the President shall
submit full reports of the financial condition of the corporation and the
results of its operations during the preceding year.
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ARTICLE XVI
INSPECTORS OF ELECTION
At the meeting, the Chairman of the meeting shall appoint two (2) or
more persons to act as inspectors of election. However, the failure to appoint
such inspectors shall not in any way affect the validity of the election or
other proceedings, taken at the meeting.
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