EXHIBIT 3.1
BY LAWS
OF
IBERIABANK CORPORATION
April 21, 2003
Section 1. OFFICES
1.1. Principal Office. The principal office shall be located in
Lafayette, Louisiana.
1.2. Additional Offices. The Corporation may have such offices at such
other places as the Board of Directors or Chief Executive Officer may from time
to time determine or the business of the Corporation may require.
Section 2. SHAREHOLDERS' MEETINGS
2.1. Time, Place, Presiding Officer and Secretary. Unless otherwise
required by law or these By-laws, all meetings of shareholders shall be held at
place, within or without the State of Louisiana, as may be designated by the
Board of Directors. At every shareholders meeting, the Chief Executive Officer
or, in his absence, the Chairman of the Board, shall preside, and the Secretary,
or in his absence the appointee of the presiding officer at the meeting, shall
act as Secretary of the meeting.
2.2. Annual Meeting. An annual meeting of the shareholders shall be
held on the date and at the time as the Board of Directors shall designate, for
the purpose of electing directors and for the transaction of such other business
as may properly be brought before the meeting. If no annual shareholders'
meeting is held for a period of eighteen months, any shareholder may call such
meeting to be held at the registered office of the Corporation as shown on the
records of the Secretary of State of Louisiana.
2.3. Special Meetings. Special meetings of the shareholders, for any
lawful purpose or purposes, may be called in the manner prescribed in Article 9B
of the Articles of Incorporation and under the procedures specified in Article
9D. At any time, upon the written request of any shareholder or shareholders
holding in the aggregate a majority of the total voting power, the Secretary
shall call a special meeting of shareholders to be held at the registered office
of the Corporation as such time as the Secretary may fix, not less than fifteen
nor more than sixty days after the actual receipt of the request. Such request
shall state the purposes of the proposed special meeting, and the business
conducted at such special meeting shall be limited to the purposes stated in
such request.
2.4. Notice of Meetings. Except as otherwise provided by law, the
authorized person or persons calling a shareholders' meeting shall cause written
notice of the time, place and purpose of the meeting to be given to all
shareholders entitled to vote at such meeting at least ten
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days and not more than sixty days prior to the day fixed for the meeting. Notice
of the annual meeting need not state the purpose thereof, unless action is to be
taken at the meeting as to which notice is required by law or these By-laws.
Notice of a special meeting shall state the purpose or purposes thereof, and the
business conducted at any special meeting shall be limited to the purposes
stated in the notice.
2.5. List of Shareholders. At every meeting of shareholders, a list of
shareholders entitled to vote, arranged alphabetically and certified by the
Secretary or by the agent of the Corporation having charge of transfers of
shares, showing the number and class of shares held by each such shareholder on
the record date for the meeting, shall be produced on the request of any
shareholder.
2.6. Quorum. Except as otherwise provided by law or the Articles of
Incorporation, the presence, in person or by proxy, of the holders of a majority
of the total voting power shall constitute a quorum at all meetings of the
shareholders.
2.7. Withdrawal. The shareholders present or represented at a duly
organized meeting shall constitute a quorum and may continue to do business
until adjournment, notwithstanding the withdrawal of enough shareholders to
leave less than a quorum as fixed in Section 2.6 hereof, or the refusal of any
shareholders present to vote.
2.8. Voting; Judges of Election. Each shareholder shall have one vote
for each share of stock having voting power registered in his name on the books
of the Corporation on the record date for the determination of shareholders
entitled to vote. When a quorum is present at any meeting, the vote of the
holders of a majority of the voting power present in person or represented by
proxy shall decide any questions brought before such meeting, unless the
question is one upon which, by express provision of law or the Articles of
Incorporation, a different vote is required, in which case such express
provision shall govern and control the decision of such question. Directors
shall be elected by plurality vote.
The Board or the Chief Executive Officer may at any time appoint two or
more persons to server as Judges of Election at any shareholders meeting to act
as judges and tellers with respect to all votes by ballot at such meeting. If
any Judge is absent or refuses to act, and his office is not filled by the
Board, the Chief Executive Officer or the presiding officer at the meeting may
appoint a Judge or Judges.
2.9. Proxies. At any meeting of the shareholders, every shareholder
having the right to vote shall be entitled to vote in person or by proxy
appointed by an instrument in writing subscribed by such shareholder and bearing
a date not more than eleven months prior to the meeting, unless such instrument
validly provides for some other definite period; provided, however, that no
proxy shall be valid for longer than three years. The aforesaid proxy need not
be a shareholder of the Corporation.
2.10. Adjournments; Postponements; Cancellation. Adjournments of any
annual or special meeting of shareholders may be taken without new notice being
given unless a new record date is fixed for the adjourned meeting, but any
meeting at which directors are to be
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elected shall be adjourned only from day to day until such directors shall have
been elected. Any previously scheduled shareholders meeting may be postponed,
and any special meeting of shareholders may be canceled, by resolution of the
Board upon public notice given prior to the date previously scheduled for such
meeting, except as may otherwise be required by law or the Articles of
Incorporation.
2.11. Lack of Quorum. If a meeting cannot be organized because a quorum
has not attended, those present may adjourn the meeting to such time and place
as they may determine, subject, however, to the provisions of Section 2.10
hereof. In the case of any meeting called for the election of directors, those
who attend the second of such adjourned meetings, although less than a quorum as
fixed in Section 2.6 hereof, shall nevertheless constitute a quorum for the
purpose of electing directors.
2.12. Nature of Business.
A. Except as otherwise provided in Section 3.6 of these
By-Laws or required by applicable law, the only items of business which shall be
conducted at any meeting of shareholders shall (i) have been specified in the
written notice of the meeting given in accordance with Section 2.4 of these
By-Laws, (ii) be brought before the meeting at the direction of the Board or the
presiding officer of the meeting, (iii) have been submitted to the Corporation
in compliance with Rule 14a-8 under the Securities Exchange Act of 1934, to the
extent and only to the extent that such rule requires that such proposal be
submitted to shareholders notwithstanding the provisions of these By-laws or
(iv) be brought in accordance with the provisions of Article 9D of the Article
of Incorporation.
B. The presiding officer at the meeting may refuse to
acknowledge any proposed item of business not in compliance with the foregoing.
C. Anything to the contrary in these By-laws notwithstanding,
no item of business may be conducted at a shareholders meeting that is not
permitted by law.
Section 3. DIRECTORS
3.1 Number. The number of authorized directors shall be nine, provided
that if after proxy materials for any annual meeting of shareholders are mailed
to shareholders any person named therein to be nominated at the direction of the
Board of Directors becomes unable or unwilling to serve, and the Board of
Directors has not named a replacement nominee, the foregoing number of
authorized directors shall be automatically reduced by a number equal to the
number of such persons; and provided further that upon the consummation of any
transaction involving the acquisition by the Corporation, directly or
indirectly, of another entity ("Target Corporation"), where the acquisition
agreement with respect thereto provides that designees of the Target Corporation
shall become members of the Board of Directors, the number of authorized
directors shall be increased automatically by the number of such designees. When
the number of directors is changed, the Board of Directors shall determine the
class or classes to which the increased or decreased number of directors shall
be apportioned.
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3.2. General Powers; Election. All of the corporate powers shall be
vested in, and the business and affairs of the Corporation shall be managed by,
the Board of Directors. The Board of Directors may exercise all such powers of
the Corporation and do all such lawful acts things which are not by law, the
Articles of Incorporation or these By-laws directed or required to be done by
the Chief Executive Officer or the shareholders. Directors shall be elected at
the annual meeting of shareholders as specified in Article 6B of the Articles of
Incorporation and shall hold office for three years or until their successors
are chosen and have qualified.
3.3. Vacancies. Except as otherwise provided in the Articles of
Incorporation or these By-laws, (a) the office of a director shall become vacant
if he dies, resigns, or is removed from office, and (b) the Board of Directors
may declare vacant the office of a director if (i) he is interdicted or
adjudicated an incompetent, (ii) an action is filed by or against him, or any
entity of which he is employed as his principal business activity, under the
bankruptcy laws of the United States, (iii) in the sole opinion of the Board of
Directors he becomes incapacitated by illness or other infirmity so that he is
unable to perform his duties for a period of six months or longer, or (iv) he
ceases at any time to have the qualifications required by law, the Articles of
Incorporation or these By-laws. The remaining directors may, by a majority vote,
fill any vacancy on the Board of Directors (including any vacancy resulting from
an increase in the authorized number of directors, or from the failure of the
shareholders to elect the full number of authorized directors) for an unexpired
term; provided that the shareholders shall have the right at any special meeting
called for such purposes prior to action by the Board of Directors to fill the
vacancy.
3.4. Eligibility for Nomination or Election. No person shall be
eligible for nomination or election as a director who:
(1) shall have attained the age of 70 years, or
(2) while a director of the Corporation was absent during his
annual term of office from more than one-third of the aggregate number of
meetings of the Board of Directors and Committees of which he was a member,
unless the failure to so attend resulted from illness or other reason determined
by the Executive Committee of the Corporation to excuse such failure to attend;
provided that nothing herein shall be deemed to be in derogation of the power of
the Board of Directors to declare the office of a director vacant as provided in
Section 3.3(b).
3.5. Chairman of the Board. At the first meeting of each newly-elected
Board of Directors, or at such other time when there shall be a vacancy, the
Board of Directors shall elect one of its members as Chairman of the Board to
serve at the pleasure of the Board of Directors. The Chairman of the Board
shall, if present, open and close all meetings of the Board of Directors and the
shareholders, shall preside at all meetings of the Board of Directors, shall be
authorized to call special meetings of the Board of Directors as provided in
Section 4.4, and shall have such other powers and duties as may be prescribed by
the Board of Directors. The Board of Directors may determine the compensation of
the Chairman of the Board.
3.6. Shareholder Nomination of Director Candidates.
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A. Nominations for the election of Directors may be made by or
at the direction of the Board or by any shareholder entitled to vote in the
election of Directors generally. However, any such shareholder may nominate one
or more persons for election as Directors at a meeting only in compliance with
Article 6F of the Articles of Incorporation.
B. The presiding officer at the meeting may refuse to
acknowledge the nomination of any person not made in compliance with the
foregoing.
Section 4. MEETINGS OF THE BOARD OF DIRECTORS
4.1. Place of Meetings. The meetings of the Board of Directors shall be
held in the Board Room at the Corporation's principal office or at such other
place within or without the State of Louisiana as the Board of Directors may
from time to time appoint or as may be fixed in the notice of a special meeting
given pursuant to Section 4.4 hereof.
4.2. Annual Meeting. The first meeting of each newly-elected Board of
Directors shall be held following and on the same day as the annual
shareholders' meeting in the Board Room at the Corporation's principal office or
at such other place as the Board of Directors may determine, and no notice of
such first meeting shall be necessary to the newly-elected directors in order
legally to constitute the meeting.
4.3. Regular Meeting; Notice. Regular meetings of the Board of
Directors shall be held at the offices of the Corporation on the third Wednesday
of each month, other than the Annual Meeting, but the Board may at any regular
or special meeting change the date of any next succeeding regular meeting, and
the Chief Executive Officer may change the date of any regular meeting on at
least 5 days notice. Notice of regular meetings of the Board of Directors set by
the Board of Directors shall not be required.
4.4. Special Meeting; Notice. Special meetings of the Board of
Directors may be called by the Authorized Person on two days notice given to
each director, either personally or by telephone, mail or telegram. Special
meetings shall be called by the Authorized Person in like manner and on like
notice on the written request of a majority of the Board of Directors and, if
the Authorized Person fails or refuses or is unable to call a special meeting
within twenty-four hours of such request, then a majority of the Board of
Directors may call the special meeting on two days notice given to each
director. As used in this Section 4.4, the term "Authorized Person" shall mean
the Chief Executive Officer or the Chairman of the Board.
4.5. Quorum: Adjournments. A majority of the Board of Directors shall
be necessary to constitute a quorum for the transaction of business, and except
as otherwise provided by law or these By-laws, the acts of a majority of the
directors present at a meeting at which a quorum is present and shall be the
acts of the Board of Directors. If a quorum is not present at any meeting of the
Board of Directors, the directors present may adjourn the meeting from time to
tome, without notice other than announcement at the meeting, until a quorum is
present.
4.6. Withdrawal. If a quorum is present when a meeting of the Board of
Directors or a committee thereof is convened, the directors present may continue
to do business, taking action
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by vote of a majority of a quorum, until adjournment, notwithstanding the
withdrawal of enough directors to leave less than a quorum, or the refusal of
any director present to vote.
4.7. Action by Consent. Any action which may be taken at a meeting of
the Board of Directors or any committee thereof may be taken by a consent in
writing signed by all of the directors or by all members of the committee, as
the case may be, and filed with the records of proceedings of the Board of
Directors or committee.
4.8. Meeting by Telephone or Similar Communications. Members of the
Board of Directors may participate at and be present at any meeting of the Board
of Directors or any committee thereof by means of conference telephone or
similar communications equipment if all persons participating in such meeting
can hear and communicate with each other. Participation in a meeting pursuant to
this Section 4.8 shall constitute presence in person at such meeting, except
where a person participates in the meeting for the express purpose of objecting
to the transaction of any business on the ground that the meeting is not
lawfully called or commenced.
4.9. Compensation. Directors who are not salaried officers of the
Corporation or any of its subsidiaries shall be entitled to such compensation
for their services as directors, and all directors shall be entitled to such
reimbursement for any reasonable expenses incurred in attending meetings of the
Board of Directors or any committee thereof, as may from time to time be
determined by the Board of Directors.
Section 5. COMMITTEES OF THE BOARD OF DIRECTORS
5.1. Designation. The Board of Directors may designate one or more
committees, each committee to consist of not less than three directors of the
Corporation (and one or more directors may be named as alternate members to
replace any absent or disqualified regular members), which, to the extent
provided by resolution of the Board of Directors of these By-laws, shall have
and may exercise the powers of the Board of Directors or these By-laws, shall
have and may exercise the powers of the Board of Directors in the management of
the business and affairs of the Corporation. The members of each committee shall
be nominated by the Executive Committee, if the Board has designated an
Executive Committee, or the Chief Executive Officer if it has not, and approved
by the Board of Directors, and, in a similar manner, one of the members of each
committee shall be selected as its Chairman, who shall be authorized to call all
meetings of such committee, to preside at all such meetings and to appoint a
Secretary (who may be an officer of the Corporation or any of its subsidiaries)
to keep regular minutes of its meetings and report the same to the Board of
Directors when required. Such committee or committees shall have such name or
names as may be stated in these By-laws, or as may be determined, from time to
time, by the Board of Directors. Any vacancy occurring in any such committee
shall be filled in the same manner as appointments are made, but the Chief
Executive Officer may designate another director to serve on the committee
pending action by the Board of Directors. Each such committee shall hold office
during the term of the Board of Directors constituting it, unless otherwise
ordered by the Board of Directors. The Chief Executive Officer shall be an
ex-officio member of all standing Committees other than the Compensation
Committee.
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Section 6. NOTICES
6.1. Form of Delivery. Whenever under the provisions of law, the
Articles of Incorporation or these By-laws, notice is required to be given to
any director or shareholder, it shall not be construed to mean personal notice
unless otherwise specifically provided in the Articles of Incorporation or these
By-laws, but said notice may be given by mail, addressed to such director or
shareholder at his address as it appears on the records of the Corporation, with
postage thereon prepaid. Such notices shall be deemed to be given at the time
they are deposited in the United States mail. Notice to a director pursuant to
Section 4.4 hereof may also be given personally or by telephone or telegram sent
to his address as it appears on the records of the Corporation.
6.2. Waiver. Whenever any notice is required to be given by law, the
Articles of Incorporation or these By-laws, a waiver thereof in writing signed
by the person or persons entitled to said notice, whether before or after the
time stated therein, shall be deemed equivalent thereto. In addition, notice
shall be deemed to have been given to, or waived by, any shareholder or director
who attends a meeting of shareholders or directors in person, or is represented
at such meeting by proxy, without protesting at the commencement of the meeting
the transaction of any business because the meeting is not lawfully called or
convened.
Section 7. OFFICERS
7.1. Designations. The officers of the Corporation shall be a
President, a Chief Executive Officer, a Secretary and a Treasurer, and may be
one or more of the following: Senior Executive Vice President, Executive Vice
President, Senior Vice President, Vice President, Assistant Secretary and
Assistant Treasurer. Any two offices may be held by the same person, provided
that no person holding more than one office may sign, in more than one capacity,
any certificate or other instrument required by law to be signed by two
officers. No officer other than the Chief Executive Officer need be a director.
7.2. Appointment of Certain Officers. At the first meeting of each
newly-elected Board of Directors, or at such other time when there shall be a
vacancy, the Board of Directors shall select a Chief Executive Officer, who it
shall also elect to the Board of Directors, and it shall also select a
President, a Secretary and a Treasurer, each of whom shall serve for one year or
until his successor is elected and has qualified.
7.3 Appointment of Other Officers. As soon as practicable after his
selection, the Chief Executive Officer may appoint one or more of each of the
following officers. Senior Executive Vice President, Executive Vice President,
Senior Vice President, Vice President, Assistant Secretary and Assistant
Treasurer, and shall reasonably inform the Board of Directors of such appointees
and of terminations and resignations. The Chief Executive Officer may also
appoint such other officers, employees and agents of the Corporation as he may
deem necessary; or he may vest the authority to appoint any such other officers,
employees and agents in such other of the officers of the Corporation as he
deems appropriate, subject in all cases to his direction. Subject to these
By-laws, all of the officers, employees and agents of the Corporation
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shall hold their offices or positions at the pleasure of the Board of Directors
or the Chief Executive Officer.
7.4. Compensation. The salary and any bonus of the Chief Executive
Officer shall be fixed by the Board or, if appointed, the Compensation
Committee. The salaries and bonuses of all other officers and employees of the
Corporation shall be fixed from time to time by the Chief Executive Officer,
except that no officer or employee may be paid a salary and bonus in excess of
the salary and bonus of the Chief Executive Officer without the approval of the
Board or Compensation Committee. No officer shall be prevented from receiving
such salary or bonus by reason of the fact that he is also a director of the
Corporation.
7.5. Removal. Any officer or employee of the Corporation may be
removed, with or without cause, at any time by the action of the Board of
Directors or the Chief Executive Officer, but such removal shall not prejudice
the contract rights, if any, of the person so removed. Any vacancy occurring in
any office of the Corporation other than his own may be filled by the Chief
Executive Officer.
7.6. Duties and Powers of Officers. The duties and powers of the
officers of the Corporation shall be as provided in these By-laws, or as
provided for pursuant to these By-laws, or as shall be specified from time to
time by the Chief Executive Officer, or (except to the extend inconsistent with
these By-laws, or with any provision made pursuant hereto) shall be those
customarily exercised by corporate officers holding such offices.
7.7. The Chief Executive Officer. The Chief Executive Officer shall be
the chief executive officer of the Corporation and, subject to the direction of
the Board of Directors, shall have general charge of the business, affairs and
property of the Corporation and general supervision over its officers,
employees, and agents. In general, he shall perform all duties incident to his
office, and shall see that all orders and resolutions of the Board of Directors
are carried into effect. He may delegate any of his authority to any other
officer of the Corporation, and he or any other officer of the Corporation
appointed or designated by him may execute bonds, notes and other evidences of
indebtedness, mortgages, contracts, leases, agreements and other instruments
except where such documents are required by law to be otherwise signed and
executed, and except where the signing and execution thereof shall be
exclusively delegated to some other officer or employee of the Corporation by
the Board of Directors. He shall preside at all meetings of shareholders. He
shall have the authority to vote all shares owned by the Corporation in any
other corporation (including but not limited to any subsidiary of the
Corporation) and to otherwise exercise all of the rights afforded shareholders
of such other corporations, in whatever manner he may, in his discretion, deem
in the best interest of the Corporation. He may give general authority to any
other officer to affix the seal of the Corporation and to attest the affixing by
his signature. Whenever the consent of the Corporation is required under the
Articles of Incorporation or By-laws of any affiliate of the Corporation, such
consent may be given him or any officer of the Corporation designated by him,
and the giving of such consent shall constitute the consent of the Corporation.
He may cause the Corporation or any subsidiary of the corporation to engage in
any business activity permitted to bank holding companies and their
subsidiaries, and may form or cause to be formed subsidiary corporations or
other entities to engage in such business.
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7.8. The President. The President, when not the Chief Executive
Officer, shall have such duties and powers as shall be specified from time to
time of the Board of Directors or Chief Executive Officer.
7.9. The Secretary. The Secretary shall have such duties and powers as
those customarily exercised by persons holding the office of Secretary and,
except as otherwise provided by law or these B-laws, such duties and power as
shall be specified from time to tome by the Chief Executive Officer.
7.10. The Assistant Secretary. The Assistant Secretary, if any (or, in
the event there be more than one, the Assistant Secretaries in the order
determined by the President or in the absence of any designation, then in the
order of their appointment), shall, in the absence of the Secretary or, in the
event of his inability or refusal to act, perform the duties and exercise the
powers of the Secretary and shall perform such other duties and have such other
powers as these By-laws or the Chief Executive Officer may from time to time
prescribe.
7.11. The Treasurer. Except as otherwise provided by law or these
By-laws, the Treasurer shall have such duties and powers as shall be specified
from time to time by the Chief Executive Officer.
7.12. The Assistant Treasurer. The Assistant Treasurer, if any (or, if
there shall be more than one, the Assistant Treasurers in the order determined
by the Chief Executive Officer, or in the absence of any designation, then in
order of their appointment), shall, in the absence of the Treasurer or, in the
event of his inability or refusal to act, perform the duties and exercise the
powers of the Treasurer, and shall perform such other duties and have such other
powers as the Chief Executive Officer may from time to time prescribe.
Section 8. STOCK
8.1. Certificates. Every holder of stock in the Corporation shall be
entitled to have a certificate signed by the Chief Executive Officer and the
Treasurer or the Secretary or an Assistant Secretary of the Corporation
evidencing the number and class (and series, if any) of shares owned by him,
containing such information as required by law and bearing the seal of the
Corporation, if any. If any stock certificate is manually signed by a transfer
agent or registrar other than the Corporation itself or an employee of the
Corporation, the signature of any such officer may be a facsimile. In case any
officer, transfer agent or registrar who has signed or whose facsimile signature
has been placed upon a certificate shall have ceased to be such officer,
transfer agent or registrar before such certificate is issued, it may be issued
by the Corporation with the same effect as if he were such officer, transfer
agent or registrar at the date of issue.
8.2. Missing Certificates. The Chief Executive Officer or the Board of
Directors may direct a new certificate or certificates to be issued in place of
any certificate or certificates theretofore issued by the Corporation alleged to
have been lost, stolen or destroyed, upon the making of an affidavit of that
fact by the person claiming the certificate of stock to be lost, stolen or
destroyed. When authorizing such issue of a new certificate or certificates, the
Chief
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Executive Officer or the Board of Directors may, in his or their discretion and
as a condition precedent to the issuance thereof, require the owner of such
lost, stole nor destroyed certificate or certificates, or his legal
representative, to advertise the same in such manner as he or it shall require
and/or to give a bond in such sum as he or it may deem appropriate as indemnity
against any claim that may be made against the Corporation or any other person
with respect to the certificate claimed to have been lost, stolen or destroyed.
8.3. Registration of Transfers. Upon surrender to the Corporation or
any 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 entitled thereto, to cancel the old certificate and to record the
transaction upon its books.
Section 9. DETERMINATION OF SHAREHOLDERS
9.1. Record Date. In order that the Corporation may determine
shareholders entitled to notice of an to vote at a meeting of shareholders or
any adjournment thereof, or to receive payment of any dividend or other
distribution or allotment of any rights, or to exercise any right in respect of
any exchange, conversion or exchange of shares, or to participate in a
reclassification of stock, 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 determination of shareholders for such purpose, such date to be not
more than sixty days and, if fixed for the purpose of determining shareholders
entitled to notice of and to vote at a meeting, not less than ten days, prior to
the date on which the action requiring the determination of shareholders is to
be taken. Except as the Board of Directors may provide otherwise, if no record
date is fixed for the purpose of determining shareholders (a) entitled to notice
of and to vote at a meeting, the close of business on the day before the notice
of the meeting is mailed, or, if notice is waived, the close of business on the
day before the meeting, shall be the record date for such purposed, or (b) for
any other purpose, the close of business on the day on which the Board of
Directors adopts the resolution relating thereto shall be the record date for
such purpose. A determination of shareholders of record entitled to notice of or
to vote at a meeting of shareholders shall apply to any adjournment of the
meeting; provided, however, that the Board of Directors may fix a new record
date for the adjourned meeting.
9.2. Registered Shareholders. Except as otherwise required by law, the
Corporation and its directors, officers and agents, shall be entitled to
recognize and treat a person registered on its books as the owner of shares, as
the owner in the fact thereof for all purposes, and as the person exclusively
entitled to have and to exercise all rights and privileges incident to the
ownership of such shares, and the rights under this Section 9.2 shall not be
affected by any actual or constructive notice which the Corporation, or any of
its directors, officers, employees or agents, may have to the contrary.
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Section 10. MISCELLANEOUS
10.1. Checks. All checks or demands for money and notes of the
Corporation shall be signed by such officer or officers or such other person or
persons as the Board of Directors or the Chief Executive Officer may from time
to time designate.
10.2. Investment Accounts. The Chief Executive Officer and such
officers as he may from time to time designate are hereby authorized and
empowered to open and close accounts for the Corporation with any person,
partnership, or other entity for the purpose of the purchase and sale of
securities of whatever type.
10.3. Other Accounts. The Chief Executive Officer and such officer or
officers as he may from time to time designate are authorized and empowered to
open and close one or more accounts of any type or types with any one or more
banks, savings and loan associations, or other institutions and to make deposits
to, transfers to or from, and withdrawals from, such accounts, and to take any
and all other actions with respect thereto as they in their sole discretion
shall deem necessary or advisable.
10.4. Purchase and Sale of Investment Securities. The Chief Executive
Officer and such officer or officers as he may from time to time designate are
hereby authorized and empowered to purchase and sell, for and on behalf of the
Corporation, any securities issued by any corporation, partnership or other
entity, in such amounts and for such consideration as the Chief Executive
Officer or other designated officer or officers shall determine, except that the
Chief Executive Officer and such designated officer or officers shall have no
authority to sell any shares of the capital stock of any subsidiary of the
Corporation owned by the Corporation other than to the Corporation or to another
wholly-owned subsidiary of the Corporation.
10.5. Lending and Borrowing Funds. The Chief Executive Officer and such
officers as he may from time to time designate shall have the authority to loan
and borrow funds on behalf of the Corporation in such amounts and on such terms,
including the pledge of assets, as they shall deem appropriate in furtherance of
the business of the Corporation, and, in connection with the foregoing and the
investment of proceeds of borrowings shall have the authority to sign, execute,
acknowledge, verify, deliver or accept on behalf of the Corporation all
agreements, contracts, loan agreements, indentures, mortgages, security
instruments or documents in connection with the extension or repayment of any
lines of credit and/or the making or repayment of any loans and investments.
10.6. Fiscal Year. The fiscal year shall be the calendar year until
determined otherwise by the Board of Directors.
10.7. Seal. The corporate seal shall have inscribed thereon the name of
this Corporation, the year of its organization and the words "Corporate Seal,
Louisiana." The seal may be used by causing it or a facsimile thereof to be
impressed or affixed or otherwise reproduced. Failure to affix the corporate
seal shall not, however, affect the validity of any instrument.
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10.8. Gender. All pronouns and variations thereof used in these By-laws
shall be deemed to refer to the masculine, feminine or neuter gender, singular
or plural, as the identity of the person, persons, entity or entities referred
to require.
Section 11. INDEMNIFICATION
11.1. Definitions. As used in this Section the following terms shall
have the meanings set out below:
(a) "Board" - the Board of Directors of the Corporation.
(b) "Claim" - any threatened or pending or completed claim,
action, suit, or proceeding, whether civil, criminal, administrative or
investigative and whether made judicially or extra-judicially, or any separate
issue or matter therein, as the context requires.
(c) "Determining Body" - (i) those members of the Board who
are not named as parties to the Claim for which indemnification is being sought
("Impartial Directors"), if there are at least three Impartial Directors, or
(ii) a committee of at least three directors appointed by the Board (regardless
whether the members of the Board of Directors voting on such appointment are
Impartial Directors) and composed of Impartial Directors or (iii) if there are
fewer than three Impartial Directors or if the committee appointed pursuant to
clause (ii) of this paragraph so directs (regardless whether the members thereof
are Impartial Directors), independent legal counsel, which may be the regular
outside counsel of the Corporation.
(d) "Disbursing Officer" - the Chief Executive Officer of the
Corporation or, if the Chief Executive Officer is a party to the Claim for which
indemnification is being sought, any officer not a party to such Claim who is
designated by the Chief Executive Officer to be the Disbursing Officer with
respect to indemnification requests related to the Claim, which designation
shall be made promptly after receipt of the initial request for indemnification
with respect to such Claim.
(e) "Expenses" - any expenses or costs 9inluding, without
limitation, attorney's fees, judgments, punitive or exemplary damages, fines and
amounts paid in settlement).
(f) "Indemnitee" - each person who is or was a director or
officer of the Corporation or the spouse of such person.
11.2. Indemnity.
(a) To the extent such Expenses exceed the sum of amounts paid
or due under or pursuant to (i) policies of liability insurance maintained by
the Corporation, (ii) policies of liability insurance maintained by or on behalf
of the Indemnitee, and (iii) provisions for indemnification in the by-laws,
resolutions or other instruments of any entity other than the Corporation, the
Corporation shall indemnify Indemnitee against any Expenses actually and
reasonably incurred by him (as they are incurred) in connection with any Claim
either against
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him or as to which he is involved solely as a witness or person required to give
evidence, by reason of his position
(i) as a director or officer of the Corporation,
(ii) as a director or officer or any subsidiary of
the Corporation or as a fiduciary with respect to any employee
benefit plan of the Corporation,
(iii) as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or
other for profit or not for profit entity or enterprise, if
such position is or was held at the request of the
Corporation, or
(iv) as the spouse of any person who is or was a
director or officer of the Corporation with respect to any
Claim involving the spouse arising by reason of such person's
position as described in clauses (i), (ii) or (iii), whether
relating to service in such position before or after the
effective date of this Section, if he (i) is successful in his
defense of the Claim on the merits or otherwise or (ii) has
been found by the Determining Body (acting in good faith) to
have met the Standard of Conduct; provided that (A) the amount
otherwise payable by the Corporation may be reduced by the
Determining Body to such amount as it deems proper if it
determines that the Claim involved the receipt of a personal
benefit by Indemnitee, and (B) no indemnification shall be
made in respect of any Claim as to which Indemnitee shall have
been adjudged by a court of competent jurisdiction, after
exhaustion of all appeals there from, to be liable for willful
or intentional misconduct in the performance of his duty to
the Corporation or to have obtained an improper personal
benefit, unless, and only to the extent that, a court shall
determine upon application that, despite the adjudication of
liability but in view of all the circumstances of the case,
Indemnitee is fairly and reasonably entitled to indemnity for
such Expenses as the court deems proper.
(b) The Standard of Conduct is met when the conduct by an
Indemnitee with respect to which a claim is asserted was conduct that he
reasonably believed to be in, or not opposed to, the best interest of the
Corporation, and, in the case of a criminal action or proceeding, that he had no
reasonable cause to believe was unlawful. The termination of any Claim by
judgment, order, settlement, conviction, or upon a plea of nolo contendere or
its equivalent, shall not, of itself, create a presumption that Indemnitee did
not meet the Standard of Conduct.
(c) Promptly upon becoming aware of the existence of any Claim
as to which he may be indemnified hereunder, Indemnitee shall notify the Chief
Executive Officer of the Corporation of the Claim and whether he intends to seek
indemnification hereunder. If such notice indicates that Indemnitee does so
intend, the Chief Executive Officer shall promptly advise the Board thereof and
notify the Board that the establishment of the Determining Body with respect to
the Claim will be a matter presented at the next regularly scheduled meeting of
the Board. After the Determining Body ahs been established the Chief Executive
Officer shall inform the Indemnitee thereof and Indemnitee shall immediately
provide the Determining Body
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with all facts relevant to the Claim known to him. Within 60 days of the receipt
of such information, together with such additional information as the
Determining Body may request of Indemnitee, the Determining Body shall
determine, and shall advise Indemnitee of is determination, whether Indemnitee
has met the Standard of Conduct. The Determining Body may extend such sixty-day
period by no more than an additional sixty-days.
(d) Indemnitee shall promptly inform the Determining Body upon
his becoming aware of any relevant facts not therefore provided by him to the
Determining Body, unless the Determining Body has obtained such facts by other
means. If, after determining that the Standard of Conduct has been met, the
Determining Body obtains facts of which it was not aware at the time it made
such determination, the Determining Body on its own motion, after notifying the
Indemnitee and providing him and opportunity to be heard, may, on the basis of
such facts, revoke such determination, provided that in the absence of actual
fraud by Indemnitee no such revocation may be made later than thirty days after
final disposition of the Claim.
(e) In the case of any Claim not involving a proposed,
threatened or pending criminal proceeding,
(i) If Indemnitee has, in the good faith judgment of
the Determining Body, met the standard of Conduct, the
Corporation may, in it sole discretion after notice to
Indemnitee, assume all responsibility for the defense of the
Claim, and, in any event, the Corporation and the Indemnitee
each shall keep the other informed as to the progress of the
defense, including prompt disclosure of any proposals for
settlement; provided that if the Corporation is a party to the
Claim and Indemnitee reasonably determines that there is a
conflict between the positions of the Corporation and
Indemnitee with respect to the Claim, then Indemnitee shall be
entitled to conduct his defense, with counsel of his choice;
and provided further that Indemnitee shall in any event be
entitled at his expense to employ counsel chosen by him to
participate in the defense of the Claim; and
(ii) The Corporation shall fairly consider any
proposals by Indemnitee for settlement of the Claim. If the
Corporation (A) proposes a settlement acceptable to the person
asserting the Claim, or (B) believes a settlement proposed by
the person asserting the Claim should be accepted, it shall
inform Indemnitee of the terms thereof and shall fix a
reasonable date by which Indemnitee shall respond. If
Indemnitee agrees to such terms, he shall execute such
documents as shall be necessary to effect the settlement. If
he does not agree may proceed with the defense of the Claim in
any manner he chooses, but if he is not successful on the
merits or otherwise, the Corporation's obligation to indemnify
him for any Expenses incurred following his disagreement shall
be limited to the lesser of (A) the total Expenses incurred by
him following his decision not to agree to such proposed
settlement or (B) the amount the Corporation would have paid
pursuant to the terms of the proposed settlement. If, however,
the proposed settlement would impose upon Indemnitee any
requirement to act or refrain from acting that would
materially interfere with the conduct of his affairs,
Indemnitee may refuse such settlement and proceed with the
defense of the Claim, if he so desires, at the
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Corporation's expense without regard to the limitations
imposed by the preceding sentence. In no event, however, shall
the Corporation be obligated to indemnify Indemnitee for any
amount paid in a settlement that the Corporation has not
approved.
(f) In the case of a Claim involving a proposed, threatened or
pending criminal proceeding, Indemnitee shall be entitled to conduct the defense
of the Claim, and to make all decisions with respect thereto, with counsel of
his choice; provided that the Corporation shall not be obligated to indemnify
Indemnitee for an amount paid in settlement that the Corporation has not
approved.
(g) After notifying the Corporation of the existence of a
Claim, Indemnitee may from time to time request the Corporation to pay the
Expenses (other than judgments, fines, penalties or amounts paid in settlement)
that he incurs in pursuing a defense of the Claim prior to the time that the
Determining Body determines whether the Standard of Conduct has been met. If the
Disbursing Officer believes the amount requested to be reasonable, he shall pay
to Indemnitee the amount requested (regardless of Indemnitee's apparent ability
to repay such amount) upon receipt of an undertaking by or on behalf of
Indemnitee to repay such amount if it shall ultimately be determined that he is
not entitled to be indemnified by the Corporation under the circumstances. If
the Disbursing Officer does not believe such amount to be reasonable,
theCorporation shall pay the amount deemed by him to be reasonable and
Indemnitee may apply directly to the Determining Body for the remainder of the
amount requested.
(h) After it has been determined that the Standard of Conduct
was met, for so long and to the extent that the Corporation is required to
indemnify Indemnitee under this Agreement, the provisions of Paragraph (g) shall
continue to apply with respect to Expenses incurred after such time except that
(i) no undertaking shall be required of Indemnitee and (ii) the Disbursing
Officer shall pay to Indemnitee such amount of any fines, penalties or judgments
against him which have become final as the Corporation is obligated to indemnify
him.
(i) Any determination by the Corporation with respect to
settlements of a Claim shall be made by the Determining Body.
(j) The Corporation and Indemnitee shall keep confidential, to
the extent permitted by law and their fiduciary obligations, all facts and
determinations provided or made pursuant to or arising out of the operation of
this Agreement, and the Corporation and Indemnitee shall instruct it or his
agents and employees to do likewise.
11.3. Enforcement.
(a) The rights provided by this Section shall be enforceable
by Indemnitee in any court of competent jurisdiction.
(b) If Indemnitee seeks a judicial adjudication of his rights
under this Section Indemnitee shall be entitled to recover from the Corporation,
and shall be indemnified by the Corporation against, any and all Expenses
actually and reasonably incurred by him in connection with such
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proceeding but only if he prevails therein. If it shall be determined that
Indemnitee is entitled to receive part but not all of the relief sought, then
the Indemnitee shall be entitled to be reimbursed for all Expenses incurred by
him in connection with such judicial adjudication if the amount to which he is
determined to be entitle exceeds 50% of the amount of his claim. Otherwise, the
Expenses incurred by Indemnitee in connection with such judicial adjudication
shall be appropriately prorated.
(c) In any judicial proceeding described in this subsection,
the Corporation shall bear the burden of proving that Indemnitee is not entitled
to any Expenses sought with respect to any Claim.
11.4. Saving Clause. If any provision of this Section is determined by
a court having jurisdiction over the matter to require the Corporation to do or
refrain from doing any act that is in violation of applicable law, the court
shall be empowered to modify or reform such provision so that, as modified or
reformed, such provision provides the maximum indemnification permitted by law,
and such provision, as so modified or reformed, and the balance of this Section,
shall be applied in accordance with their terms. Without limiting the generality
of the foregoing, if any portion of this Section shall be invalidated on any
ground, the Corporation shall nevertheless indemnify an Indemnitee to the full
extent permitted by any applicable portion of this Section that shall not have
been invalidated and to the full extent permitted by law with respect to that
portion that has been invalidated.
11.5. Non-Exclusivity.
(a) The indemnification and advancement of Expenses provided
by or granted pursuant to this Section shall not be deemed exclusive of any
other rights to which Indemnitee is or may become entitled under any statute,
article of incorporation, by-law, authorization of shareholders or directors,
agreement, or otherwise.
(b) It is the intent of the Corporation by this Section to
indemnify and hold harmless Indemnitee to the fullest extent permitted by law,
so that if applicable law would permit the Corporation to provide broader
indemnification rights than are currently permitted, the Corporation shall
indemnify and hold harmless Indemnitee to the fullest extent permitted by
applicable law notwithstanding that the other terms of this Section would
provide for lesser indemnification.
11.6. Successors and Assigns. This Section shall be binding upon the
Corporation, its successors and assigns, and shall inure to the benefit of the
Indemnitee's heirs, personal representatives, and assigns and to the benefit of
the Corporation, its successors and assigns.
11.7. Indemnification of Other Persons.
(a) The Corporation may indemnify and person not covered by
Sections 11.1 through 11.6 to the extent provided in a resolution of the Board
or a separate Section of these By-laws.
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(b) Section 11 of these B-laws as in effect immediately prior
to the adoption of this section 11.7 shall remain in effect with respect to
persons not covered by Section 11.1 through 11.6 to the extent necessary to
satisfy the Corporation's contractual obligations entered into prior to such
date to provide indemnification to directors and officers of corporations or
banks acquired by the Corporation.
(c) Nothing in this Section 11 shall obligate the Corporation
to indemnify or advance expenses to any person who was a director, officer or
agent of any corporation merged into this Corporation or otherwise acquired by
this Corporation. Any such person's right to indemnification or advancement of
expenses, if any, shall consist of those rights contained in the agreement
relating to such merger or acquisition.
Section 12. AMENDMENTS
These By-laws may be amended or repealed or new By-laws may be adopted
in the manner specified in Article 11B of the Articles of Incorporation.
Holding Co Bylaws.doc
This copy is accurate as of 5/1/03
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