EXHIBIT 3.3
BYLAWS
OF
FIRST SECURITY BANCORP, INC.
ARTICLE I
Offices
1.1 Principal Office. The principal office of the Corporation in the
Commonwealth of Kentucky shall be located at 400 East Main Street, Lexington,
Kentucky 40507. The Corporation may have such other offices, either within or
without the Commonwealth of Kentucky, as the business of the Corporation may
require from time to time.
1.2 Registered Office. The registered office of the Corporation may be,
but need not be, identical with its principal office in the Commonwealth of
Kentucky. The address of the registered office may be changed from time to time
by the Board of Directors.
ARTICLE II
Shareholders
2.1 Annual Meetings. The annual meeting of the shareholders shall be held on
the third Tuesday in May at such time and place as the Corporation's Board of
Directors may designate, with the first annual meeting to be held in the year
2001. The purpose of such meetings shall be the election of directors and such
other business as may properly come before it. If the election of directors
shall not be held on the day designated for an annual meeting, or at any
adjournment thereof, the Board of Directors shall cause the election to be held
at a special meeting of the shareholders as soon thereafter as may be
practicable.
2.2 Special Meetings. Special meetings of the shareholders may be called by the
Corporation's Board of Directors, or by any 5 or more shareholders holding in
the aggregate not less than twenty-five percent (25%) of all the outstanding
shares of the Corporation entitled to vote at such meeting, who have demanded
such special meeting in writing delivered to the Corporation's Secretary.
2.3 Place of Special Meetings. The Board of Directors may designate any place
within or without the Commonwealth of Kentucky as the place for any special
meeting called by the Board of Directors. A waiver of notice signed by all
shareholders may include a designation of any place, either within or without
the Commonwealth of Kentucky, as the place for the holding of such meeting. If
no designation is properly made, or if a special meeting be otherwise called,
the place of meeting shall be at the registered office of the Corporation in the
Commonwealth of Kentucky.
2.4 Notice of Annual or Special Meetings. Written or printed notice
stating the place, day and hour of the meeting of shareholders and,
in case of a special meeting of shareholders, the purpose or
purposes for which the meeting is called, shall be delivered not
fewer than ten (l0) days nor more than sixty (60) days before the
date of the meeting, either personally or by mail, by or at the
direction of the President or the Secretary, or the officer or
persons calling the meeting, to each shareholder of record entitled
to vote at such meeting. If mailed, such notice shall be deemed to
be delivered when deposited in the United States mail in a sealed
envelope addressed to the shareholder at his or her address as it
appears on the stock transfer books of the Corporation, with postage
thereon prepaid.
2.5 Meetings by Consent of All Shareholders. If all the shareholders
shall meet at any time and place, either within or without the
Commonwealth of Kentucky, and no shareholder objects at such meeting
to holding the meeting or transacting business therein, such meeting
shall be valid without call or notice, and at such meeting, any
corporate action may be taken.
2.6 Waiver and Consent to Meetings of Less Than All Shareholders. If
a shareholder meeting shall occur without all shareholders in
attendance, a prior or subsequent written waiver of notice or
consent to the holding of such meeting by the absent shareholders
shall be equivalent to the call and giving of any requisite notice,
and such meeting shall be valid without call or notice, and
corporate action may be taken at such meeting.
2.7 Closing Transfer Books and Fixing of a Record Date. The Board of
Directors of the Corporation may close its stock transfer books as
of a date (and continuing for a period) not exceeding seventy (70)
days immediately prior to the date of any meeting of shareholders,
or the date for the payment of any dividend or for the allotment of
rights, or to the date when any exchange or reclassification of
shares shall be effective, and such date of the closing of the stock
transfer books of the Corporation shall be the record date for the
determination of shareholders entitled to notice of, or to vote at,
such meeting, or shareholders entitled to receive payment of any
such dividend or to receive any such allotment of rights, or to
exercise any rights in respect of any exchange or reclassification
of shares; and the shareholders of record on such record date shall
be the shareholders entitled to notice of, and to vote at, such
meeting, or to receive payment of such dividend or to receive such
allotment of rights, or to exercise such rights, in the event of an
exchange or reclassification of shares, as the case may be. If the
transfer books are not closed and no record date is fixed by the
Board of Directors, the day before the date on which notice of the
meeting is mailed, or the date on which the resolution of the Board
of Directors declaring such dividend is adopted or such other action
is taken, as the case may be, shall be deemed to be the record date
for the determination of the shareholders of the Corporation and the
number of shares owned by them for all of the purposes set forth in
the immediately preceding sentence. When a determination of
shareholders has been made as provided in this Section, such
determination shall apply to any adjournment thereof.
2.8 Voting Record. The officer or agent having charge of the
transfer book for shares of the Corporation shall make a complete
list of the shareholders entitled to vote at any meeting of
shareholders, arranged in alphabetical order by voting group, with
the address of, and the number of shares held by, each shareholder.
Such list shall be produced and be available for inspection at the
Corporation's principal office beginning five (5) business days
before the meeting for which the list was prepared. Such list shall
also be available at the time and place of the meeting and shall be
subject to the inspection of any shareholder during the whole course
of the meeting.
2.9 Quorum. A majority of the outstanding shares of the Corporation entitled to
vote on a particular matter, or a majority of the shares entitled to vote as a
separate voting group, represented in person or by proxy, shall constitute a
quorum at any meeting of shareholders. If a quorum of shareholders is present,
the affirmative vote of a majority of the shares represented at the meeting and
entitled to vote on the subject matter shall be the act of the shareholders,
unless the vote of a greater number or voting by classes is required by the
Kentucky Business Corporation Act or by the Articles of Incorporation or these
ByLaws. The shareholders present at a duly organized meeting can continue to do
business until adjournment, notwithstanding the withdrawal of enough
shareholders to leave less than a quorum.
2.10 Proxies. At all meetings of shareholders, a shareholder may vote by proxy
executed in writing by the shareholder or his or her duly authorized
attorney-in-fact. Such proxy shall be filed with the Secretary of the
Corporation before or at the time of the meeting. No proxy shall be valid after
eleven (11) months from the date of its execution, unless otherwise provided in
the proxy. A proxy, unless coupled with an interest and expressly made
irrevocable, may be revoked in writing at any time. The effective time of such
revocation shall be the time the Secretary of the Corporation receives the
written notice of revocation.
2.11 Voting of Shares. Subject to the provisions of Section 2.13 hereof, each
outstanding share of common stock authorized by the Corporation's Articles of
Incorporation to have voting power shall be entitled to one vote upon each
matter submitted to a vote at a meeting of shareholders. The voting rights, if
any, of classes of shares other than voting common stock shall be as set forth
in the Corporation's Articles of Incorporation or by appropriate legal action of
the Board of Directors.
2.12 Voting of Shares by Certain Holders.
(a) Shares standing in the name of another corporation may be voted by
that corporation's president or by proxy appointed by him or her or by such
other officer, agent or proxy as the by-laws of such other corporation may
prescribe, or, in the absence of such provision, as the board of directors of
such other corporation may determine.
(b) Shares held by an administrator, executor, guardian or conservator
may be voted by him, either in person or by proxy, without a transfer of such
shares into his name. Shares standing in the name of a trustee may be voted by
him, either in person or by proxy, but no trustee shall be entitled to vote
shares held by him without a transfer of such shares into his name.
(c) Shares standing in the name of a receiver may be voted by such
receiver, and shares held by or under the control of a receiver may be voted by
such receiver without the transfer thereof into his or her name if authority so
to do be contained in an appropriate order of the court by which such receiver
was appointed.
(d) Where shares are held jointly by two or more co-owners or
fiduciaries, if only one such fiduciary votes, his or her act shall be presumed
by the Corporation to be the vote of such co-owners or fiduciaries, if such
fiduciary appears to be voting on behalf of all the co-owners or fiduciaries.
Where shares are held jointly by three (3) or more fiduciaries, the will of the
majority of such fiduciaries shall control the manner of voting or the giving of
a proxy unless the instrument or order appointing the fiduciaries otherwise
directs. Where, in any case, fiduciaries are equally divided upon the manner of
voting shares jointly held by them, any court of competent jurisdiction may,
upon petition filed by any of the fiduciaries, or by any beneficiary, appoint an
additional person to act with the fiduciaries in determining the manner in which
the shares shall be voted upon the particular questions as to which the
fiduciaries are divided.
(e) A shareholder whose shares are pledged shall be entitled to vote
such shares until the shares have been transferred into the name of the pledgee,
and thereafter, the pledgee shall be entitled to vote the shares so transferred.
(f) The Secretary of the Corporation may demand written proof that the
person asserting the right to vote shares pursuant to this Section 2.12 holds
the position he claims to hold and has been properly authorized to vote the
shares he represents. Such proof, if demanded, shall be presented prior to the
voting of such shares by such person.
2.13 Cumulative Voting. At each election for directors, each shareholder
entitled to vote at such election shall have the right to cast, in person or by
proxy, as many votes in the aggregate as he or she shall be entitled to vote
under the Corporation's Articles of Incorporation, multiplied by the number of
directors to be elected at such election; and each shareholder may cast the
whole number of votes for one candidate or distribute such votes among two or
more candidates. Directors shall not be elected in any other manner.
2.14 Action By Written Consent. Any action required to be taken, or which may
be taken, at a meeting of the shareholders may be taken without a meeting if a
consent in writing, setting forth the action so taken, shall be signed by all of
the shareholders entitled to vote with respect to the subject matter thereof.
ARTICLE III
Directors
3.1 General Powers. The business and affairs of the Corporation shall be
managed by its Board of Directors.
3.2 Number, Tenure and Qualifications. The number of directors of the
Corporation shall be not less than five (5) nor more than twenty-five (25) (with
such number to be twenty-one (21) until altered by a resolution of the Board of
Directors or the shareholders) and may be increased or decreased by either a
resolution of (i) the Board of Directors, or (ii) the shareholders, provided,
that any increase or decrease of the number of directors greater than thirty
percent (30%) of the number of directors last approved by the shareholders shall
require shareholder approval and provided further that no decrease shall have
the effect of shortening the term of any incumbent director. The directors shall
be divided into three classes with each class being as nearly equal in number as
possible. The term of office of the first class of directors shall be one (1)
year and shall expire at the first annual meeting of the shareholders of the
Corporation (or until their successors are elected and qualified); the term of
the second class of directors shall be two (2) years and shall expire at the
second annual meeting of shareholders of the Corporation (or until their
successors are elected and qualified); and the term of the third class of
directors shall be three (3) years and shall expire at the third annual meeting
of the shareholders of the Corporation (or until their successors are elected
and qualified). The directors need not be residents of the Commonwealth of
Kentucky, nor need they hold any shares of the capital stock of the Corporation.
The Board of Directors shall have authority to amend the Bylaws to prescribe
other qualifications for directors.
3.3 Removal and Resignations. At a meeting of shareholders called expressly for
that purpose, any director or the entire Board of Directors may be removed with
cause by a vote of the holders of a majority of the shares then entitled to vote
at an election of directors. No one of the directors may be removed if the votes
cast against his removal would be sufficient to elect him if then cumulatively
voted at an election of the entire Board of Directors, or, if there be classes
of directors, at an election of the class of directors of which he is a part.
Whenever the holders of the shares of any class are entitled to elect one or
more directors by the provisions of the Articles of Incorporation, the
provisions of this Section shall apply, in respect to the removal of a director
or directors so elected, to the vote of the holders of the outstanding shares of
that class and not to the vote of the outstanding shares as a whole. Any member
of the Board of Directors may resign from the Board of Directors at any time by
giving written notice to the Corporation's Board of Directors (or its Chairman),
President or Secretary, and unless otherwise specified therein, such resignation
shall be effective upon the delivery of such notice.
3.4 Regular Meetings. A regular annual meeting of the Board of Directors shall
be held immediately after the annual meeting of shareholders. The Board of
Directors may provide, by resolution, the time and place, either within or
without the Commonwealth of Kentucky, for the holding of additional regular
meetings without other notice than such resolution.
3.5 Special Meetings. Special meetings of the Board of Directors may be called
by or at the request of the President or any two directors. All special meetings
of the Board of Directors shall be held at the principal office of the
Corporation or such other place as may be specified in the notice of the
meeting.
3.6 Manner of Conducting Board Meetings. The Board of Directors of the
Corporation may permit any or all directors to participate in a regular or
special meeting by, or conduct the meeting through the use of, any means of
communication by which all directors participating may simultaneously hear each
other during the meeting. A director participating in a meeting by this means
shall be deemed to be present in person at the meeting.
3.7 Notice. Notice of the date, time and place of any special meeting shall be
given at least two (2) days prior thereto by written notice delivered personally
or mailed to each director at his or her business address, or by telegram. Any
director may waive notice of any meeting. The attendance of a director at, or
participation in, any meeting shall constitute a waiver of notice of such
meeting, except where a director attends a meeting for the express purpose of
objecting (at the beginning of the meeting) to the transaction of any business
because the meeting is not lawfully called or convened. Neither the business to
be transacted at, nor the purpose of, any regular or special meeting of the
Board of Directors need be specified in the notice or waiver of notice of such
meeting.
3.8 Quorum. A majority of the number of directors fixed by, or determined in
accordance with, Section 3.2 hereof shall constitute a quorum for the
transaction of business at any meeting of the Board of Directors.
3.9 Voting. The act of the majority of the directors present at a meeting at
which a quorum is present shall be the act of the Board of Directors, unless
otherwise required by the Articles of Incorporation.
3.10 Vacancies. Any vacancy occurring in the Board of Directors may be filled
by the shareholders or by the Board of Directors. If the directors remaining in
office constitute fewer than a quorum of the Board, they may fill the vacancy by
the affirmative vote of a majority of all directors remaining in office. If the
vacancy was held by a director elected by a voting group of shareholders, only
the holders of shares of that voting group shall be entitled to vote to fill the
vacancy if it is filled by the shareholders. A vacancy that will occur at a
specific later date may be filled before the vacancy occurs but the new director
may not take office until the vacancy occurs.
A director elected to fill a vacancy shall be elected for the unexpired term of
his predecessor in office. Any directorship to be filled by reason of an
increase in the number of directors may be filled by the Board of Directors for
a term of office continuing only until the next election of directors by the
shareholders.
3.11 Compensation. By resolution of the Board of Directors, each director may
be paid his expenses, if any, of attendance at each meeting of the Board of
Directors, a stated stipend as director or a fixed sum for attendance at each
meeting of the Board of Directors, or both, and any other benefits as the Board
of Directors may determine. No such payment shall preclude any director from
serving the Corporation in any other capacity and receiving compensation
therefor.
3.12 Action by Written Consent. Any action required or permitted to be taken by
the Board of Directors at a meeting may be taken without a meeting if a consent
in writing, setting forth the action so taken, shall be signed by all of the
directors.
3.13 Chairman and Vice-Chairman of the Board. The Board of Directors may
appoint one of its members Chairman of the Board of Directors. The Board of
Directors may also appoint one of its members as Vice-Chairman of the Board of
Directors, and such individual shall serve in the absence of the Chairman and
perform such additional duties as may be assigned to him or her by the Board of
Directors.
ARTICLE IV
Officers
4.1 Officers. The officers of the Corporation shall be a President, one or more
Vice-Presidents, a Secretary and a Treasurer, each of whom shall be elected by
the Board of Directors. Such other officers and assistant officers as may be
deemed necessary may be elected or appointed by the Board of Directors. Any two
or more offices may be held by the same person.
4.2 Election and Term of Office. The officers of the Corporation shall be
elected by the Board of Directors at the first and, thereafter at each, annual
meeting of the Board of Directors. If the election of officers shall not be held
at any such meeting, such election shall be held as soon thereafter as is
convenient. Vacancies may be filled or new offices created and filled at any
meeting of the Board of Directors. Each officer shall hold office until his
successor shall have been duly elected and shall have qualified or until his
death or until he shall resign or shall have been removed in the manner
hereinafter provided.
4.3 Removal and Resignations. Any officer or agent elected or appointed by the
Board of Directors may be removed by the Board of Directors, with or without
cause, whenever, in its judgment, the best interests of the Corporation would be
served thereby, but such removal shall be without prejudice to the contract
rights, if any, of the person so removed. Election or appointment of an officer
or agent shall not of itself create contract rights. Any officer of the
Corporation may resign at any time by giving written notice to the President or
Secretary of the Corporation, and unless otherwise specified therein, the
acceptance of such resignation shall not be necessary to make it effective.
4.4 Vacancies. A vacancy in any office because of death, resignation, removal,
disqualification or otherwise may be filled by the Board of Directors for the
unexpired portion of the term.
4.5 President. The President shall be the chief executive officer of the
Corporation. If no chairman has been appointed or, in the absence of the
chairman (and vice-chairman if one has been appointed), he shall preside at all
meetings of the shareholders and of the Board of Directors. He may sign, with
the Secretary or any other proper officer of the Corporation thereunto
authorized by the Board of Directors, certificates for shares of the
Corporation, any deeds, mortgages, bonds, contracts or other instruments which
the Board of Directors has authorized to be executed, except in cases where the
signing and execution thereof shall be expressly delegated by the Board of
Directors or by these Bylaws to some other officer or agent of the Corporation,
or shall be required by law to be otherwise signed or executed; and, in general,
shall perform all duties incident to the office of President and such other
duties as may be prescribed by the Board of Directors from time to time. Unless
otherwise ordered by the Board of Directors, the President shall have full power
and authority on behalf of the Corporation to attend, act and vote at any
meetings of shareholders of any corporation in which the Corporation may hold
stock, and at any such meeting, shall hold and may exercise all rights incident
to the ownership of such stock which the Corporation, as owner, might have had
and exercised if present. The Board of Directors may confer like powers on any
other person or persons.
4.6 Vice President. In the absence of the President, or in the event of his
inability or refusal to act, a Vice-President shall perform the duties of the
President and when so acting, shall have all powers of and be subject to all the
restrictions upon the President. Any Vice-President may sign, with the Secretary
or an Assistant Secretary, certificates for shares of the corporation whose
issuance has been authorized by the Board of Directors. A Vice-President shall
also perform such other duties as may from time to time be assigned to him by
the President or by the Board of Directors.
4.7 Treasurer. The Treasurer shall have charge and custody of and be
responsible for all funds and securities of the Corporation; receive and give
receipts for monies due and payable to the Corporation from any source
whatsoever, and deposit all such monies in the name of the Corporation in such
banks, trust companies and other depositories as shall be selected in accordance
with the provisions of ARTICLE V of these Bylaws; and, in general, perform all
the duties incident to the office of Treasurer and such other duties as from
time to time may be assigned to him by the Chairman of the Board, the President
or the Board of Directors. If required by the Board of Directors, the Treasurer
shall give a bond for the faithful discharge of his duties in such sum and with
such surety or sureties as the Board of Directors shall determine.
4.8 Secretary. The Secretary shall (a) keep the minutes of the shareholders'
meetings and of the Board of Directors' meetings in one or more books provided
for that purpose; (b) see that all notices are duly given in accordance with the
provisions of these Bylaws or as required by law; (c) be custodian of the
corporate records and of the seal, if any, of the Corporation; (d) keep a
register of the Post Office address of each shareholder; (e) sign with the
President or Vice-President certificates for shares of stock of the Corporation;
(f) have general charge of the stock transfer books of the Corporation; and, in
general, perform all duties incident to the office of Secretary and such other
duties as from time to time may be assigned to him by the Chairman of the Board,
the President or by the Board of Directors.
4.9 Assistant Treasurers and Assistant Secretaries.
(a) The Assistant Treasurer, if that office be created and filled,
shall, if required by the Board of Directors, give bond for the faithful
discharge of his duty in such sum and with such surety as the Board of Directors
shall determine.
(b) The Assistant Secretary, if that office be created and filled, and
if authorized by the Board of Directors, may sign, with the President or
Vice-President, certificates for shares of the Corporation.
(c) The Assistant Treasurers and Assistant Secretaries, in general,
shall perform such additional duties as shall be assigned to them by the
Treasurer or the Secretary, respectively, or by the Chairman of the Board, the
President or the Board of Directors.
4.10 Compensation. The compensation of the officers of the Corporation shall be
fixed from time to time by the Board of Directors, and no officer shall be
prevented from receiving such compensation by reason of the fact that he is also
a director of the Corporation.
ARTICLE V
Contracts, Loans, Checks
and Deposits
5.1 Contracts. The Board of Directors may authorize any officer or officers,
agent or agents, to enter into any contract and execute and deliver any
instruments in the name of and on behalf of the Corporation. Such authority may
be general or confined to specific instances.
5.2 Checks, Drafts, Etc. All checks, drafts or other orders for the payment of
money, notes or other evidences of indebtedness issued in the name of the
Corporation shall be signed by such officer or officers, or agent or agents, of
the Corporation and in such manner as shall, from time to time, be determined by
resolution of the Board of Directors.
5.3 Deposits. All funds of the Corporation not otherwise employed shall be
deposited, from time to time, to the credit of the Corporation in such banks,
trust companies and other depositories as the Board of Directors may select.
ARTICLE VI
Certificates for Shares and
Their Transfer
6.1 Certificates for Shares. Certificates representing shares of the
Corporation shall be in such form as may be determined by the Board of Directors
and by the laws of the Commonwealth of Kentucky. Such certificates shall be
signed (either manually or in facsimile) by the President or a Vice-President
and by the Secretary or an assistant secretary, and may bear the seal of the
Corporation, or a facsimile thereof. All certificates for shares shall be
consecutively numbered. The name of the person owning the shares represented
thereby, with the number of shares and date of issue, shall be entered on the
books of the Corporation. All certificates surrendered to the Corporation for
transfer shall be canceled and no new certificates shall be issued until the
former certificates for a like number of shares shall have been surrendered and
canceled, except that, in case of a lost, destroyed or mutilated certificate, a
new one may be issued therefor upon such terms and indemnity to the Corporation
as the Board of Directors may prescribe.
6.2 Transfer of Shares. Transfer of shares of the Corporation shall be made
only on the books of the Corporation by the registered holder thereof, or by his
legal representative who shall furnish proper evidence of authority to transfer,
or by his attorney thereunto authorized by power of attorney duly executed and
filed with the Secretary of the Corporation, and on surrender for cancellation
of the certificate for such shares. The person in whose name shares stand on the
books of the Corporation shall be deemed the owner thereof for all purposes as
regards the Corporation.
ARTICLE VII
Executive and Other Committees
7.1 Executive Committee. The Board of Directors, by resolution adopted by
a majority of the full Board, may designate from among its members an Executive
Committee.
(a) Authority. When the Board of Directors is not in session, the
Executive Committee shall have and may exercise all of the authority of the
Board of Directors, except to the extent, if any, that such authority shall be
limited by the resolution appointing the Executive Committee, and except also
that the Executive Committee shall not have the authority of the Board of
Directors in reference to amending the Corporation's Articles of Incorporation,
amending, adopting or repealing the Bylaws of the Corporation, authorizing
distributions, approving or proposing to shareholders action that Chapter 271B
of the Kentucky Revised Statutes requires to be approved by shareholders,
filling vacancies on the Board of Directors or on any of its committees,
approving a plan of merger not requiring shareholder approval, authorizing or
approving a reacquisition of shares (except according to a formula or method
provided by the Board of Directors), or authorizing or approving the issuance or
sale or contract for sale of shares, or determining the designation and relative
rights, preferences and limitations of a class or series of shares, except
within limits specifically prescribed by the Board of Directors.
(b) Tenure and Qualifications. Each member of the Executive Committee
shall hold office until the next regular meeting of the Board of Directors
following his or her designation and until his or her successor is designated as
a member of the Executive Committee and is qualified.
(c) Meetings. Regular meetings of the Executive Committee may be held
without notice at such times and places as the Executive Committee may fix from
time to time by resolution. Special meetings of the Executive Committee may be
called by any member thereof upon not fewer than two (2) days' notice, stating
the place, date and hour of the meeting, which notice may be written or oral,
and if mailed, shall be deemed to be delivered when deposited in the United
States mail, postage prepaid, and addressed to the member of the Executive
Committee at his business address. Any member of the Executive Committee may
waive notice of any meeting and no notice of any meeting need be given to any
member thereof who attends in person. The notice of a meeting of the Executive
Committee need not state the business proposed to be transacted at the meeting.
(d) Quorum. A majority of the members of the Executive Committee shall
constitute a quorum for the transaction of business at any meeting thereof.
Action of the Executive Committee must be authorized by an affirmative vote of a
majority of the members present at a meeting at which a quorum is present.
(e) Action Without a Meeting. Any action required or permitted to be
taken by the Executive Committee at a meeting may be taken without a meeting if
a consent in writing, setting forth the action so taken, shall be signed by all
of the members of the Executive Committee.
(f) Vacancies. Any vacancy in the Executive Committee may be
filled by a resolution adopted by a majority of the full Board of Directors.
(g) Resignations and Removal. Any member of the Executive Committee may
be removed at any time, with or without cause, by resolution adopted by a
majority of the full Board of Directors. Any member of the Executive Committee
may resign from the Executive Committee at any time by giving written notice to
the President or Secretary of the Corporation, and unless otherwise specified
therein, the acceptance of such resignation shall not be necessary to make it
effective.
7.2 Other Committees. The Board of Directors, by resolution adopted by a
majority of the full Board, may designate from among its members such other
committees as from time to time it may consider necessary or appropriate to
conduct the affairs of the Corporation. Each such committee shall have such
power and authority as the Board of Directors may, from time to time, legally
establish for it. The tenure and qualifications of the members of each
committee; the time, place and organization of such committee's meetings; the
notice required to call any such meeting; the number of members of each such
committee that shall constitute a quorum; the affirmative vote of the committee
members required to effectively to take action at any meeting at which a quorum
is present; the action that any such committee can take without a meeting; and
the method in which a vacancy among the members of such committee can be filled
and the procedures by which resignations and removals of members of such
committee shall be acted upon or accomplished shall be fixed by the resolution
adopted by the Board of Directors relative to such matters.
ARTICLE VIII
Indemnification
8.1 Definitions. As used in this Article VIII:
(a) "Proceeding" means any threatened, pending or completed
action, suit or proceeding, whether civil, criminal,
administrative or investigative, and whether formal or
informal;
(b) "Party" includes a person who was, is or is threatened
to be made a named defendant or respondent in a Proceeding;
(c) "Expenses" include attorneys' fees;
(d) "Officer" means any person serving as Chairman of the Board
of Directors, President, Vice-President, Treasurer, Secretary
or any other officer of the Corporation; and
(e) "Director" means an individual who is or was a director of the
Corporation or an individual who, while a director of the
Corporation, is or was serving at the request of the
Corporation as a director, officer, partner, trustee,
employee or agent of another foreign or domestic
corporation, partnership, limited liability company,
registered limited liability partnership, joint venture,
association, trust, employee benefit plan or other entity.
A Director shall be considered serving an employee benefit
plan at the request of the Corporation if his duties to the
Corporation also impose duties on, or otherwise involve
services by, him to the plan or to participants in or
beneficiaries of the plan. "Director" includes, unless the
context requires otherwise, the estate or personal
representative of a director.
8.2 Indemnification by Corporation.
(a) The Corporation shall indemnify any Officer or Director who
is made a Party to any Proceeding by reason of the fact that
such person is or was an Officer or Director if:
(1) Such Officer or Director conducted himself in good
faith; and
(2) Such Officer or Director reasonably believed:
(i) In the case of conduct in his official
capacity with the Corporation, that his
conduct was in the best interests of the
Corporation; and
(ii) In all other cases, that his conduct was
at least not opposed to the best interests
of the Corporation; and
(3) In the case of any criminal Proceeding, he had no
reasonable cause to believe his conduct was unlawful.
(b) A Director's conduct with respect to an employee benefit plan
for a purpose he reasonably believes to be in the interest of
the participants in and beneficiaries of the plan shall be
conduct that satisfies the requirement of Section 8.2
(a)(2)(ii) of these Bylaws.
(c) Indemnification shall be made against judgments, penalties,
fines, settlements and reasonable Expenses, including legal
Expenses, actually incurred by such Officer or Director in
connection with the Proceeding, except (1) if the Proceeding
was by or in the right of the Corporation, indemnification
shall be made only against such reasonable Expenses and shall
not be made in respect of any Proceeding in which the Officer
or Director shall have been adjudged to be liable to the
Corporation, and (2)if the Proceeding charged improper
personal benefit to the Officer or Director and the Officer or
Director was adjudged liable on the basis that improper
personal benefit was improperly received by him,
indemnification shall not be made. The termination of any
Proceeding by judgment, order, settlement, conviction or upon
a plea of nolo contendere or its equivalent, shall not, by
itself, be determinative that the Officer or Director
did not meet the requisite standard of conduct set forth in
this Section 8.2.
(d) (1) Reasonable Expenses incurred by an Officer or Director as
a Party to a Proceeding with respect to which indemnity is to
be provided under this Section 8.2 shall be paid or reimbursed
by the Corporation in advance of the final disposition of such
Proceeding provided:
(i) The Corporation receives (I) a written affirmation by
the Officer or Director of his good faith belief that he
has met the requisite standard of conduct set forth in
this Section 8.2, and (II) the Corporation receives a
written undertaking by or on behalf of the Officer or
Director to repay such amount if it shall ultimately be
determined that he has not met such standard of conduct;
and
(ii) The Corporation's Board of Directors (or other
appropriate decision maker for the Corporation)
determines that the facts then known to the Board of
Directors (or decision maker) would not preclude
indemnification under Kentucky law.
(2) The undertaking required herein shall be an unlimited general
obligation of the Officer or Director but shall not require
any security and shall be accepted without reference to the
financial ability of the Officer or Director to make
repayment.
(3) Determinations and authorizations of payments under this
Section 8.2(d) shall be made in the manner specified in
Section 8.2(e) of these Bylaws.
(e)(1) The Corporation shall not indemnify an Officer or Director
under this Section 8.2 unless authorized in the specific case
after a determination has been made that indemnification of
the Officer or Director is permissible in the circumstances
because he has met the standard of conduct set forth in this
Section 8.2.
(2) Such determination shall be made:
(i) By the Corporation's Board of Directors by majority vote
of a quorum consisting of directors not at the time
Parties to the Proceeding;
(ii) If a quorum cannot be obtained under Section 8.2(e)(2)
(i) of these Bylaws, by majority vote of a committee
duly designated by the Corporation's Board of Directors
(in which designation directors who are Parties may
participate), consisting solely of two (2) or more
directors not at the time Parties to the Proceeding; or
(iii) By special legal counsel:
(I) Selected by the Corporation's Board of Directors
or its committee in the manner prescribed in
Sections 8.2(e)(2)(i) and (ii) of these Bylaws; or
(II) If a quorum of the Board of Directors cannot be
obtained under Section 8.2(e)(2)(i) of these
Bylaws and a committee cannot be designated under
Section 8.2(e)(2)(ii) of these Bylaws, selected by
a majority vote of the full Board of Directors (in
which selection directors who are Parties may
participate); or
(III) By the shareholders, provided that shares owned by
or voted under the control of Directors who are at
the time Parties to the Proceeding shall not be
voted on the determination.
(3) Authorization of indemnification and evaluation as to
reasonableness of Expenses shall be made in the same manner as
the determination that indemnification is permissible, except
that if the determination is made by special legal counsel,
authorization of indemnification and evaluation as to
reasonableness of Expenses shall be made by those entitled
under Section 8.2(e)(2)(iii)of these Bylaws to select counsel.
8.3 Further Indemnification. Notwithstanding any limitation imposed by
Section 8.2 of these Bylaws or elsewhere and in addition to the
indemnification set forth in Section 8.2 of these Bylaws, the
Corporation, to the full extent permitted by law, may agree by contract
or otherwise to indemnify any Officer or Director and hold him harmless
against any judgments, penalties, fines, settlements and reasonable
Expenses actually incurred or reasonably anticipated in connection with
any Proceeding in which any Officer or Director is a Party, provided the
Officer or Director was made a Party to such Proceeding by reason of the
fact that he is or was an Officer or Director of the Corporation or by
reason of any inaction, nondisclosure, action or statement made, taken
or omitted by or on behalf of the Officer or Director with respect to
the Corporation or by or on behalf of the Officer or Director in his
capacity as an Officer or Director.
8.4 Insurance. The Corporation may, in the discretion of the Board of
Directors, purchase and maintain or cause to be purchased and maintained
insurance on behalf of all Officers and Directors against any liability
asserted against them or incurred by them in their capacity or arising
out of their status as an Officer or Director, to the extent such
insurance is reasonably available. Such insurance shall provide such
coverage for the Officers and Directors as the Board of Directors may
deem appropriate.
ARTICLE IX
Miscellaneous
9.1 Amendments. The Board of Directors shall have the power and authority to
alter, amend or repeal these Bylaws at any regular or special meeting at
which a quorum is present by the vote of a majority of the entire Board
of Directors, subject always to the power of the shareholders under
Kentucky law to change or repeal these Bylaws.
9.2 Fiscal Year. The Board of Directors shall have the power to fix, and
from time to time change, the fiscal year of the Corporation. Unless
otherwise fixed by the Board, the calendar year shall be the fiscal
year.
9.3 Dividends. The Board of Directors may, from time to time, declare, and
the Corporation may pay, dividends on its outstanding shares in the
manner and upon the terms and conditions provided by law and its
Articles of Incorporation.
9.4 Seal. The Board of Directors may adopt a corporate seal which shall be
circular in form and shall have inscribed thereon the name of the
Corporation, the state of incorporation, and the word "SEAL".
9.5 Waiver of Notice. Whenever any notice is required to be given under the
provisions of these Bylaws, or under the provisions of the Corporation's
Articles of Incorporation, or under the provisions of the corporation
laws of the Commonwealth of Kentucky, a waiver thereof in writing,
signed by the person or persons entitled to such notice, whether before
or after the time stated therein, shall be equivalent to the giving of
such notice.
9.6 Construction. Unless the context specifically requires otherwise, any
reference in these Bylaws to any gender shall include all other genders;
any reference to the singular shall include the plural; and any
reference to the plural shall include the singular.
The above Bylaws of First Security Bancorp, Inc. were
adopted by Julian E. Beard, the sole incorporator of
said corporation on February 15, 2000.
/s/ Julian E. Beard
-------------------
Julian E. Beard,
Sole Incorporator