As Amended April 20, 1999
AMENDED AND RESTATED
BYLAWS
OF
GREENE COUNTY BANCSHARES, INC.
OFFICE
------
1. Principal Office
----------------
The principal office of the Corporation shall be in Greeneville,
Tennessee, and the Corporation shall have such other offices at such
other places within or without the State of Tennessee as the Board of
Directors may from time to time determine or as the business of the
Corporation may require.
SHAREHOLDERS' MEETINGS
----------------------
2. Annual Meeting
--------------
An annual meeting of the shareholders of the Corporation shall be held
on such date as may be determined by the Board of Directors. The
business to be transacted at such meeting shall be the election of
directors and such other business as shall be properly brought before
the meeting. If the election of directors shall not be held on the day
designated by the Board of Directors for any annual meeting, or at any
adjournment of such meeting, the Board of Directors shall call a
special meeting of the shareholders as soon as conveniently possible
thereafter. At such special meeting the election of directors shall
take place and such election and any other business transacted thereat
shall have the same force and effect as if transacted at an annual
meeting duly called and held.
3. Special Meetings
----------------
Special meetings of the shareholders may only be called by the Board of
Directors or a committee duly designated by the Board of Directors.
4. Place of Meetings
-----------------
Annual and special meetings of the shareholders shall be held at the
Corporation's principal office or at such other place within or
without the State of Tennessee as may be designated by the Board of
Directors.
5. Notice of Meetings; Waiver
--------------------------
(a) Annual Meetings. Written or printed notice stating the place, day
and hour of the annual meeting of shareholders shall be given in
person or by mail to each shareholder of record entitled to vote at
such meeting. If mailed, such notice shall be delivered not less than
ten (10) days nor more than two (2) months before the meeting. Mailed
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 records of the Corporation at the close
of business on the record date established for such meeting. If
delivered personally, such notice shall be delivered not less than ten
(10) days nor more than two (2) months before the date of the meeting
and shall be deemed delivered when actually received by the
shareholder.
(b) Special Meetings. Written or printed notice of every special
meeting of shareholders shall be given in person or by mail to each
shareholder of record entitled to vote at such meeting. Such notice
shall state the place, day, hour, purpose or purposes for which the
meeting is called, and the person or persons calling the meeting. If
mailed, such notice shall be delivered not less than ten (10) days nor
more than two (2) months before the meeting. Mailed 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 records of the Corporation at the close of business on
the record date
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established for such meeting. If delivered personally, such notice
shall be delivered not less than ten (10) days nor more than two (2)
months before the date of the meeting and shall be deemed delivered
when actually received by the shareholder.
(c) Waiver. A shareholder may waive the notice of either an annual or
a special meeting by the submission by the shareholder or his proxy
holder of a written waiver of notice either before or after such
meeting.
6. Quorum
------
Except as otherwise required by law or provided in these Bylaws, a
quorum at any meeting of shareholders shall consist of the holders of
record of a majority of the shares issued and outstanding and entitled
to vote thereat, present in person or by proxy. If, however, such
majority shall not be present or represented at any meeting of the
shareholders, the shareholders present in person or by proxy and
entitled to vote thereat shall have power to adjourn the meeting from
time to time, and to any other place, without notice other than
announcement at the meeting of the time and place to which the meeting
is adjourned. At any adjourned meeting at which the requisite amount
of voting stock to constitute a quorum shall be represented, any
business may be transacted which might have been transacted at the
meeting as originally called.
7. Record Date
-----------
The record date for the determination of shareholders entitled to
notice of and entitled to vote at any meeting of shareholders or any
adjournment thereof, shall be such date as shall be determined by the
Board of Directors, but which in any event shall not be less than ten
(10) days prior to the date of such meeting. If the Board of Directors
does not fix such record date, the record date for the determination
of shareholders entitled to
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notice of and entitled to vote at any meeting of shareholders or at
any adjournment thereof shall be the close of business on the day next
preceding the day on which notice is given.
8. Voting of Shares
----------------
Unless otherwise provided in the Charter, each shareholder of the
Corporation shall be entitled, at each meeting of the shareholders and
upon each proposal presented at such meeting, to one vote for each
share of the capital stock having voting power registered in his name
on the books of the Corporation on the record date. Each shareholder
having the right to vote shall be entitled to vote in person or by
proxy appointed by an instrument in writing executed by such
shareholder or his duly authorized attorney-in-fact and bearing a date
not more than eleven (11) months prior to said meeting, unless said
instrument provides for a longer period. Unless the Charter, these
Bylaws or applicable law specifically provide otherwise, the
affirmative vote of a majority of shares represented and entitled to
vote at a meeting at which a quorum is present shall be the act of the
shareholders, except that directors shall be elected by a plurality of
the votes cast in the election. At each election of directors, every
shareholder shall have the right to vote the number of shares which he
is entitled to vote at such meeting for as many persons as there are
directors to be elected at said meeting, but cumulative voting for
such nominees shall not be permitted unless the Charter otherwise
provides.
9. Presiding Officer
-----------------
Meetings of the shareholders shall be presided over by the President,
or if he is not present, by the Chairman, or if he is not present, by
a Vice President, or if neither the Chairman, President nor a Vice
President is present, by a chairman to be chosen by a
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majority of the shareholders entitled to vote at such meeting. The
Secretary of the Corporation or, in his absence, an Assistant
Secretary shall act as secretary of every meeting, but if neither the
Secretary nor an Assistant Secretary is present, the shareholders
entitled to vote at such meeting shall choose any person present to
act as secretary of the meeting.
DIRECTORS
---------
10. Powers and Duties
-----------------
The business and affairs of the Corporation shall be managed by the
Board of Directors. In addition to the powers and authority expressly
conferred upon them by these Bylaws, the Board may exercise all the
powers of the Corporation and do all lawful acts and things as are not
by applicable law, by the Charter of the Corporation or by these
Bylaws directed or required to be exercised or done by the
shareholders.
11. Number, Classification, Term, Qualification, and Vacancies
----------------------------------------------------------
(a) Number, Classification and Term. The Board of Directors shall
consist of 10 members. The Board of Directors shall be divided into
three classes equal in number. The members of each class shall be
elected for a term of three (3) years and until their successors are
elected and qualified, except during an interim arrangement
immediately following adoption of the provisions in the Corporation's
Charter regarding the Classified Board. One (1) class shall be elected
by ballot annually. The Board of Directors may increase or decrease
the number of directors, but in no event shall such number be
increased or decreased beyond the range established in the
Corporation's Charter.
(b) Vacancies. In case there are vacancies on the Board of Directors,
other than vacancies created by the removal of a director or directors
(which shall be governed by
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paragraph 15(c)) and other than vacancies created by an increase in
the number of directors, the remaining directors may by a majority
vote of the directors then in office elect a successor or successors
who shall hold office until his or their successors are elected and
qualified.
(c) Qualification. Directors must be of legal age but need not be
shareholders of the Corporation.
(d) Retirement of Directors. No person 70 years of age or older shall
be eligible for election, re-election, appointment or re-appointment
as a director of the Company. No director shall serve beyond the
annual meeting of the Company immediately following the director
becoming 70 years old, and such director shall thereafter be a retired
director of the Company. The Board of Directors, at its discretion,
may name retired directors to the classification of Director Emeritus,
who may attend meetings but will not have any vote or any liability
for serving.
12. Quorum
------
A majority of the total number of directors in office shall constitute
a quorum for the transaction of business. If, at any meeting of the
Board of Directors, there shall be less than a quorum present, a
majority of those present may adjourn the meeting, without further
notice, from time to time until a quorum shall have been obtained.
13. Manner of Acting
----------------
The act of a majority of the directors present at a meeting at which a
quorum is present shall, unless otherwise provided by applicable law
or these Bylaws, be the act of the Board of Directors. Any action
required or permitted to be taken at a meeting of directors may be
taken without a meeting if a consent in writing, setting forth the
action
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so taken, is signed by all the directors. Such written consent shall
have the same force and effect as a unanimous vote at a meeting of the
Board of Directors.
14. Meetings; Notice
----------------
Meetings of the Board of Directors may be held either within or
without the State of Tennessee. Notice of a meeting of the Board of
Directors need not state the purpose of, nor the business to be
transacted at, such meeting.
(a) Regular Meetings. Regular meetings of the Board of Directors shall
be held at such times as are fixed from time to time by resolution of
the Board, and may be held without notice of the time or place
therefor.
(b) Special Meetings. Special meetings may be held at any time upon
call of the Chairman, the President, a Vice President or any two (2)
directors. Notice of the time and place of each special meeting shall
be given to each director at either his business or residence address,
as shown by the records of the Corporation, at least forty-eight (48)
hours prior thereto if mailed and on the day prior thereto if
delivered or given in person or by telephone or telegraph. If mailed,
such notice shall be deemed to be delivered when deposited, so
addressed and with postage prepaid, in the United States mail. If
notice is given by telegram, such notice shall be deemed to be
delivered when the telegram, so addressed, is delivered to the
telegraph company. If notice is given in person, such notice shall be
deemed to have been given when it is hand delivered to the director at
his business or residence address. Any director may waive notice of
any meeting before, at or after such meeting and the attendance of a
director at a meeting shall constitute a waiver of notice of such
meeting except when a director attends for the sole, express purpose
of objecting to the transaction of business thereat, on the ground
that the meeting
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is not lawfully called or convened, and so states in writing prior to
the conduct of any business at the meeting.
15. Removal
-------
(a) By Shareholders. Unless the Charter otherwise provides, at any
meeting of the shareholders, the entire Board of Directors or any
number of directors may be removed from office, with or without cause,
by a majority vote of the shares represented and entitled to vote
thereat.
(b) By Directors. At any meeting of the Board of Directors, any
director or directors may be removed from office for cause, as that
term is defined by applicable law, by a majority of the entire Board
of Directors.
(c) Replacement. When any director or directors are removed, new
directors may be elected to fill the vacancies created thereby at the
same meeting of the shareholders or Board of Directors, as the case
may be, for the unexpired term of the director or directors removed.
If the shareholders fail to elect persons to fill the unexpired term
or terms of the director or directors removed by them, such unexpired
terms shall be considered vacancies on the Board to be filled by the
remaining directors as provided in paragraph 11(b).
16. Compensation
------------
Directors, and members of any committee of the Board of Directors,
shall be entitled to such reasonable compensation for their services
as directors and members of any such committee as shall be fixed from
time to time by resolution of the Board of Directors, and shall also
be entitled to reimbursement for any reasonable expenses incurred in
attending such meetings. Any director receiving compensation under
these provisions shall not be
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barred from serving the Corporation in any other capacity and
receiving reasonable compensation for such other services.
COMMITTEES
----------
17. Executive Committee
-------------------
There may be, if so determined by a resolution adopted by a majority
of the entire Board of Directors, an Executive Committee of the Board
consisting of two (2) or more directors. The Board of Directors may
delegate to such Executive Committee all the power and authority of
the Board that it deems desirable, except for any matters which cannot
by law be delegated by the Board of Directors. Unless specifically
authorized by the Board, the Executive Committee shall not have the
power to adopt, amend or repeal these Bylaws, to submit to
shareholders any matter that by law requires their authorization, to
fill vacancies in the Board of Directors or in any committee or to
declare dividends or make other corporate distributions.
18. Other Committees
----------------
The Board of Directors may create such other committees as it may
determine to be helpful in discharging its responsibilities for the
management and administration of the Corporation. Each such committee
shall consist of such persons, whether directors, officers or others,
as may be elected thereto by the Board of Directors, and each
committee shall perform such functions as may be lawfully assigned to
it by the Board of Directors.
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OFFICERS
--------
19. Number
------
The officers of the Corporation shall be a Chairman, a President, a
Secretary and such other officers as may be from time to time elected
by the Board of Directors. One person may hold more than one office
except the President may not hold the office of Secretary.
20. Election and Term of Office
---------------------------
The principal officers shall be elected annually by the Board of
Directors at the first meeting of the Board following the
shareholders' annual meeting, or as soon thereafter as is conveniently
possible. Subordinate officers may be elected from time to time. Each
officer shall serve at the pleasure of the Board for such term as the
Board of Directors may set and until his successor shall have been
elected and qualified, or until his death, resignation or removal.
21. Removal
-------
Any officer may be removed from office by the Board of Directors
whenever in its judgment the best interests of the Corporation will be
served thereby, but such removal shall not prejudice the contract
rights, if any, of the persons so removed.
22. Vacancies
---------
Any vacancy in an office from any cause may be filled for the
unexpired portion of the term by the Board of Directors.
23. Duties
------
(a) Chairman. The Chairman shall have such duties as the Board of
Directors may designate from time to time and shall see that all
orders and resolutions of the Board of Directors are carried into
effect.
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(b) President. The President shall be the Chief Executive Officer of
the Corporation and shall have general supervision over the active
management of the business of the Corporation. He shall have the
general powers and duties of supervision and management usually vested
in the office of the President of a corporation and shall perform such
other duties as the Board of Directors may from time to time
prescribe.
(c) Vice President. The Executive Vice President and the Senior Vice
President/Chief Financial Officer (if any) shall be active executive
officers of the Corporation, shall assist the President in the active
management of the business, and shall perform such other duties as the
Board of Directors may from time to time prescribe.
(d) Secretary. The Secretary shall attend all meetings of the Board of
Directors and all meetings of the shareholders and record all votes
and the minutes of all proceedings in a book to be kept for that
purpose; he shall perform like duties for any committee when required.
The Secretary shall give, or cause to be given, notice of all meetings
of the shareholders and of the Board of Directors when required, and
unless directed otherwise by the Board of Directors, shall keep a
stock record containing the names of all persons who are shareholders
of the Corporation, showing their place of residence and the number of
shares held by them respectively. The Secretary shall perform such
other duties as may be prescribed from time to time by the Board of
Directors.
(e) Other Officers. Other officers appointed by the Board of Directors
shall exercise such powers and perform such duties as may be delegated
to them by the Board of Directors.
(f) Delegation of Duties. In case of the absence or disability of any
officer of the Corporation or of any person authorized to act in his
place, the Board of Directors may
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from time to time delegate the powers and duties of such officer to
any officer, or any director, or any other person whom it may select,
during such period of absence or disability.
24. Indemnification of Officers and Directors
-----------------------------------------
The Corporation shall indemnify each present and future director and
officer of the Corporation, or any person who may have served at its
request as a director or officer of another company (and, in either
case, his heirs, executors and administrators) to the full extent
allowed by the laws of the State of Tennessee, both as now in effect
and as hereafter adopted.
CERTIFICATES FOR SHARES OF STOCK
--------------------------------
25. Form
----
(a) Stock Certificates. The interest of each shareholder of the
Corporation shall be evidenced by a certificate or certificates for
shares of stock. The certificate shall include the following on its
face: (i) the Corporation's name, (ii) the fact that the Corporation
is organized under the laws of the State of Tennessee, (iii) the name
of the owner of record of the shares represented thereby, (iv) the
number of shares represented thereby, (v) the class of shares and the
designation of the series, if any, which the certificate represents,
(vi) the par value of each share or a statement that the shares are
without par value, and (vii) such other information as applicable law
may require or as may be lawful.
(b) Signatures. The certificates for stock shall be signed by the
President and by the Secretary. Where any certificate is manually
countersigned by a transfer agent or registered by a registrar who is
not an officer or employee of the Corporation, the signatures of the
President and the Secretary may be facsimiles, engraved or printed. In
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case any officer who has signed, or whose facsimile signature has been
placed upon, any certificate shall have ceased to be such before the
certificate is issued, it may be issued by the Corporation with the
same effect as if such officer had not ceased to be such at the time
of its issue.
26. Subscriptions for Shares
------------------------
Subscriptions for shares of the Corporation shall be valid only if
they are in writing, signed and delivered by the subscriber. Unless
the subscription agreement provides otherwise, subscriptions for
shares, regardless of the time when they are made, shall be paid in
full at such time, or in such installments and at such periods, as
shall be determined by the Board of Directors. All calls for payments
on subscriptions shall be uniform as to all shares of the same class
or of the same series.
27. Transfers
---------
Transfers of shares of the capital stock of the Corporation shall be
made only on the books of the Corporation by (i) the holder of record
thereof, (ii) by his legal representative, who shall furnish proper
evidence of authority to transfer, or (iii) his attorney, authorized
by a power of attorney duly executed and filed with the Secretary of
the Corporation or a duly appointed transfer agent. Such transfers
shall be made only upon surrender of the certificate or certificates
for such shares properly endorsed and with all taxes thereon paid.
28. Lost, Destroyed, or Stolen Certificates
---------------------------------------
No certificate for shares of stock of the Corporation shall be issued
in place of any certificate alleged to have been lost, destroyed, or
stolen except on production of evidence, satisfactory to the Board of
Directors, of such loss, destruction or theft, and, if
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the Board of Directors so requires, upon the furnishing of an
indemnity bond in such amount (but not to exceed twice the value of
the shares represented by the certificate) and with such terms and
such surety as the Board of Directors may in its discretion require.
CORPORATE ACTIONS
-----------------
29. Contracts
---------
Unless otherwise required by the Board of Directors, the Chairman, the
President or any Vice President shall execute contracts or other
instruments on behalf of and in the name of the Corporation. The Board
of Directors may from time to time authorize any other officer or
officers or agent or agents to enter into any contract or execute any
instrument in the name of and on behalf of the Corporation as it may
deem appropriate, and such authority may be general or confined to
specific instances.
30. Loans
-----
No loans shall be contracted on behalf of the Corporation and no
evidence of indebtedness shall be issued in its name unless authorized
by the Board of Directors. Such authority may be general or confined
to specific instances.
31. Checks, Drafts, etc.
---------------------
Unless otherwise required by the Board of Directors, all checks,
drafts, bills of exchange and other negotiable instruments of the
Corporation shall be signed by either the Chairman, the President, the
Executive Vice President/Secretary or the Senior Vice President/Chief
Financial Officer, in each case to the extent authorized to do so by
the Board of Directors. Such authority may be general or confined to
specific business, and, if so directed by the Board, the signatures of
two or more such officers may be required.
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32. Deposits
-------
All funds of the Company not otherwise employed shall be deposited
from time to time to the credit of the Corporation in such banks or
other depositories as the Board of Directors may authorize.
33. Voting Securities Held by the Corporation
-----------------------------------------
Unless otherwise required by the Board of Directors, the Chairman or
the President shall have full power and authority on behalf of the
Corporation to attend any meeting of security holders, or to take
action on written consent as a security holder, of other corporations
in which the Corporation may hold securities. In connection therewith
the Chairman or the President shall possess and may exercise any and
all rights and powers incident to the ownership of such securities
which the Corporation possesses. The Board of Directors may, from time
to time, confer like powers upon any other person or persons.
34. Dividends
---------
The Board of Directors may, from time to time, declare, and the
Corporation may pay, dividends on its outstanding shares of capital
stock in the manner and upon the terms and conditions provided by
applicable law. The record date for the determination of shareholders
entitled to receive the payment of any dividend shall be determined by
the Board of Directors, but which in any event shall not be less than
ten (10) days prior to the date of such payment.
FISCAL YEAR
-----------
35. The fiscal year of the Corporation shall be determined by the Board
of Directors, and in the absence of such determination, shall be the
calendar year.
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CORPORATE SEAL
--------------
36. The Corporation shall not have a corporate seal.
AMENDMENT OF BYLAWS
-------------------
37. These Bylaws may be altered, amended or repealed, and new Bylaws may be
adopted at any meeting of the shareholders by the affirmative vote of a
majority of the stock represented at such meeting, or by the
affirmative vote of a majority of the members of the Board of Directors
who are present at any regular or special meeting; provided, however,
that any amendment to these Bylaws changing the number of directors, if
adopted by the Board of Directors, shall require the affirmative vote
of a majority of the members of the entire Board of Directors.
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RESOLUTIONS
OF THE
BOARD OF DIRECTORS
OF
GREENE COUNTY BANCSHARES, INC.
WHEREAS, on August 15, 2000, the Board of Directors acted to amend the
Bylaws of Greene County Bancshares, Inc. and appoint two persons to the Board of
Directors; and
NOW, THEREFORE, BE IT HEREBY
RESOLVED, that the attached resolutions properly memorialize the actions
taken by the Board of Directors on August 15, 2000.
* * * * *
The undersigned, being the Secretary of Greene County Bancshares, Inc.,
Greeneville, Tennessee, does hereby swear and affirm that the foregoing
resolutions were unanimously adopted by the Board of Directors on March 20,
2001, at a meeting duly called.
/s/ Davis Stroud
------------------------------------
Davis Stroud
Secretary
RESOLUTIONS
OF THE
BOARD OF DIRECTORS
OF
GREENE COUNTY BANCSHARES, INC.
WHEREAS, Section 11(a) of the Company's amended and restated Bylaws
provides that the Board of Directors shall consist of twelve (12) members; and
WHEREAS, there are currently twelve (12) members of the Board of Directors;
and
WHEREAS, the Board of Directors believes it is in the best interest of the
stockholders of the Company to increase the number of members of the Board of
Directors from twelve (12) to fourteen (14); and
WHEREAS, Section 11(b) of the Bylaws does not provide for appointment of
Directors to vacancies created by an increase in the number of directors; and
WHEREAS, the Board of Directors believes it is in the best interest of the
stockholders to permit the Board of Directors to appoint persons to fill
vacancies on the Board of Directors created by an increase in the number of
directors;
NOW, THEREFORE, BE IT HEREBY
RESOLVED, that Section 11(b) of the Bylaws is hereby removed in its
entirety and replaced with the following:
Vacancies. In case there are vacancies on the Board of Directors,
other than vacancies created by the removal of a director or directors
(which shall be governed by paragraph 15 (c)), the remaining directors
may by a majority vote of the directors then in office elect a
successor or successors who shall hold office until his or their
successors are elected or qualified.
and
FURTHER RESOLVED, that Section 11(a) of the Bylaws is hereby amended to
increase the number of directors from twelve (12) to fourteen (14); and
FURTHER RESOLVED, that having determined that Bruce Campbell and Charles H.
Whitefield are highly qualified candidates, the Board of Directors hereby
appoints Bruce Campbell to a term to expire at the Company's 2002 annual meeting
of stockholders and Charles H. Whitfield to a term to expire at the Company's
2003 annual meeting of stockholders, and, in each case, until their successors
are elected and qualified; and
FINALLY RESOLVED, that the President or his designees or assigns is hereby
authorized to take all such other actions as may be necessary to carry out the
purpose of these resolutions.
RESOLUTIONS
OF THE
BOARD OF DIRECTORS
OF
GREENE COUNTY BANCSHARES, INC.
WHEREAS, Section 11(a) of the amended and restated Bylaws provides that the
Board of Directors shall consist of fourteen (14) members; and
WHEREAS, there are currently fourteen (14) members of the Board of
Directors; and
WHEREAS, Section 11(d) of the amended and restated Bylaws provides that "no
director shall serve beyond the annual meeting of the Company immediately
following the director becoming 70 years old; and such director shall thereafter
be a retired director of the Company;" and
WHEREAS, Director J.W. Douthat has reached the age of 70 prior to the
Company's 2001 Annual Meeting of Shareholders to be held on April 25, 2001 and
therefore may not serve beyond the Annual Meeting of Shareholders; and
WHEREAS, Section 11(a) of the amended and restated Bylaws provides that the
Board of Directors may decrease the number of directors, provided that the
number may not be increased or decreased beyond the range established in the
Company's amended and restated Charter; and
WHEREAS, Section 7A of the Company's amended and restated Charter provides,
in relevant part, that "the Board of Directors shall consist of not less than
three (3) or more than fifteen (15) members;" and
WHEREAS, Section 11(d) of the amended and restated Bylaws provides that the
"Board of Directors, at its discretion, may name retired directors to the
classification of Director Emeritus;" and
WHEREAS, the Board of Directors believes that it is in the best interests
of the Company's stockholders that the Bylaws be amended to reduce the size of
the Board of Directors to reflect the retirement of Mr. Douthat; and
WHEREAS, the Board of Directors also believes that it is the best interests
of the Company's stockholders to continue to have access to the advice and
guidance of Mr. Douthat through his appointment as Directors Emeritus;
NOW, THEREFORE, BE IT HEREBY
RESOLVED, that Section 11(a) of the amended and restated Bylaws is hereby
amended to reduce the number of directors from fourteen (14) to thirteen (13),
effective upon the retirement of Mr. Douthat at the Company's 2001 Annual
Meeting of Shareholders; and
FURTHER RESOLVED, that Mr. Douthat is hereby appointed to the position of
Director Emeritus of the Company's Board of Directors, effective upon his
retirement at the Company's 2001 Annual Meeting of Shareholders; and
FURTHER RESOLVED, that the Secretary or his designate is hereby directed to
prepare amended Bylaws that reflect the reduction in the size of the Board of
Directors as hereby approved and to file such amended Bylaws and a copy of these
resolution in the permanent corporate files of the Company; and
FINALLY RESOLVED, that the President or his designees or assigns is hereby
authorized to take all such other actions as may be necessary to carry out the
purpose of these resolutions.
* * * * *
The undersigned, being the Secretary of Greene County Bancshares, Inc.,
Greeneville, Tennessee, does hereby swear and affirm that the foregoing
resolutions were unanimously adopted by the Board of Directors on March 20,
2001, at a meeting duly called.
/s/ Davis Stroud
------------------------------
Davis Stroud
Secretary
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