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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported) November 10, 1999
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LEXINGTON B & L FINANCIAL CORP.
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(Exact Name of Registrant as Specified in Its Charter)
Missouri 0-28120 43-1739555
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(State or other Jurisdiction of (Commission (IRS Employer
Incorporation or Organization File Number) Identification No.)
919 Frankin Avenue, Lexington, Missouri 64067
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(Address of Principal Executive Offices) (Zip Code)
(660) 259-2247
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(Registrant's Telephone Number, including Area Code)
Not Applicable
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(Former Name or Former Address, If Changed Since Last Report)
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ITEM 5. OTHER EVENTS
On November 11, 1999, the Corporation announced that its annual meeting of
stockholders will be held on Wednesday, January 26, 2000. Stockholders of record
as of the close of business on December 7, 1999 will be entitled to notice of
and to vote at the annual meeting. A copy of the press release is attached to
this report as Exhibit 99.1 and is incorporated herein by reference.
On November 10, 1999, the Corporation amended the advance notice provision
of its Bylaws to provide that a shareholder's notice of a nomination for
director or a business proposal to be raised at the annual meeting must be
received at the principal executive offices of the Corporation not less than
sixty days nor more than ninety days prior to the meeting; provided, however,
that in the event that less than seventy days' notice or prior public disclosure
of the date of the meeting is given to shareholders, notice by the shareholder
to be timely must be received not later than the tenth day following the day on
which such notice of the date of the meeting was mailed or such public
disclosure was made. Pursuant to the amended Bylaws, timely notice of any
shareholder nomination or business proposal for the upcoming annual meeting must
be received by the Corporation no later than November 27, 1999.
ITEM 7. EXHIBITS
3.1 Amended Bylaws of Lexington B&L Financial Corp.
99.1 Press Release dated November 11, 1999
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
LEXINGTON B & L FINANCIAL CORP.
Dated: November 11, 1999 By: /s/ Erwin Oetting, Jr.
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Erwin Oetting, Jr.
President and Chief Executive Officer
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AMENDED AND RESTATED
BYLAWS
OF
LEXINGTON B & L FINANCIAL CORP.
ARTICLE I - OFFICES
SECTION 1.01. PRINCIPAL OFFICE. The principal office of the Corporation in
the State of Missouri shall be located at 919 Franklin Avenue, Lexington,
Missouri 64067. The Corporation may have such other office(s), either within or
without the State of Missouri, as the Board of Directors may designate or as the
business of the Corporation may require from time to time.
SECTION 1.02. REGISTERED OFFICE. The registered office of the Corporation
required by The General and Business Corporation Law of Missouri to be
maintained in the State of Missouri may be, but need not be, identical with its
principal office in the State of Missouri, and the address of the registered
office may be changed from time to time by the Board of Directors.
ARTICLE II - SHAREHOLDERS
SECTION 2.01. ANNUAL MEETING. The annual meeting of the shareholders shall
be held on the second Tuesday in January of each year, beginning with the year
1997, at the hour of 10:00 a.m., or at such other date and hour as shall be
determined by the Board of Directors and stated in the notice of the meeting,
for the purpose of electing directors and for the transaction of such other
business as may come before the meeting. If the day fixed for the annual meeting
shall be a legal holiday in the State of Missouri, such meeting shall be held on
the next succeeding business day. If the election of directors shall not be held
on the day designated herein for any annual meeting of the shareholders, 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 conveniently
may be arranged.
SECTION 2.02. SPECIAL MEETINGS. Special meetings of the shareholders, for
any purpose or purposes, unless otherwise prescribed by statute, may be called
by the President or by the Board of Directors at any time in their sole
discretion. At any special meeting of shareholders, only such business shall be
conducted as shall have been set forth in the notice of meeting sent in
accordance with Section 2.04 of this Article II.
SECTION 2.03. PLACE OF MEETING. The Board of Directors may designate any
place, either within or without the State of Missouri, as the place of meeting
for any annual meeting of the shareholders or for any special meeting of the
shareholders called by the Board of Directors, except that a meeting called
expressly for the purpose of removal of a director for cause shall be held at
the registered office or principal business office of the Corporation in the
State of Missouri or in the county of the State of Missouri in which the
principal business office of the Corporation is located. A waiver of notice
signed by all shareholders entitled to vote at a meeting may designate any
place, either within or without the State of Missouri, as the place for the
holding of such meeting unless such meeting is called expressly for the purpose
of removal of one or more directors for cause, in which event such meeting shall
be held at the registered office or principal business office of the Corporation
in the State of Missouri or in the county of the State of Missouri in which the
principal business office of the Corporation is located. If no designation is
made, the place of meeting shall be the registered office of the Corporation in
the State of Missouri.
SECTION 2.04. NOTICE OF MEETING. Written notice stating the place, day and
hour of the meeting and, in case of a special meeting, the purpose or purposes
for which the meeting is called, shall, unless otherwise prescribed by statute,
be delivered not less then ten nor more than seventy 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 persons calling the meeting, to each shareholder
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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, addressed to
the shareholder at his or her address as it appears on the stock transfer books
of the Corporation, with postage thereon prepaid.
SECTION 2.05. MEETINGS. HOW CONVENED. Every meeting, for whatever
purpose, of the shareholders of the Corporation shall be convened by the
President, or the Secretary, or the persons calling the meeting by notice given
as herein provided.
SECTION 2.06. CLOSING TRANSFER BOOKS; RECORD DATE. The Board of Directors
shall have power to close the transfer books of the Corporation for a period not
exceeding seventy days preceding the date of any meeting of shareholders, or the
date of payment of any dividend, or the date for the allotment of rights, or the
date when any change or conversion or exchange of shares shall go into effect;
provided, however that in lieu of closing the stock transfer books, the Board of
Directors may fix in advance a date, not exceeding seventy days preceding the
date of any meeting of shareholders, or the date for the payment of any
dividend, or the date for the allotment of rights, or the date when any change
or conversion or exchange of shares shall go into effect, as a record date for
the determination of the shareholders entitled to notice of, and to vote at, the
meeting and any adjournment thereof, or to receive payment of the dividend, or
to receive the allotment of rights, or to exercise the rights in respect of the
change, conversion or exchange of shares. In such case, only the shareholders
who are shareholders of record on the date of closing the transfer books, or on
the record date so fixed, shall be entitled to notice of, and to vote at, the
meeting and any adjournment thereof, or to receive payment of the dividend, or
to receive the allotment of rights, or to exercise the rights, as the case may
be, notwithstanding any transfer of any shares on the books of the Corporation
after the date of closing of the transfer books or the record date fixed as
aforesaid. If the Board of Directors does not close the transfer books or set a
record date, only the shareholders who are shareholders of record at the close
of business on the twentieth day preceding the date of the meeting shall be
entitled to notice of, and to vote at, the meeting, and any adjournment of the
meeting.
SECTION 2.07. VOTING LISTS. The officer or agent having charge of the
stock transfer book for shares of the Corporation shall make, at least ten days
before each meeting of the shareholders, a complete list of the shareholders
entitled to vote at such meeting, arranged in alphabetical order, with the
address of and the number of shares held by each, which list, for a period of
ten days prior to such meeting shall be kept on file at the registered office of
the Corporation and shall be subject to inspection by any shareholder at any
time during usual business hours. Such list shall also be produced and subject
to the inspection of any shareholder at any time during the meeting. The
original share ledger or transfer books, or a duplicate thereof kept in the
State of Missouri, shall be prima facia evidence as to who are the shareholders
entitled to examine such list or share ledger or transfer book or to vote at any
meeting of the shareholders.
SECTION 2.08. QUORUM. A majority of the outstanding shares of the
Corporation entitled to vote, represented in person or by proxy, shall
constitute a quorum at any meeting of shareholders. If less than a quorum is
present, a majority of the shares so represented may adjourn the meeting until a
specified date, not longer than ninety days after such adjournment, and no
notice need be given of such adjournment to shareholders not present at the
meeting. Every decision of a majority of such quorum shall be valid as a
corporate act unless a different vote is required by law, the Articles of
Incorporation or the Bylaws of the Corporation. The shareholders present at a
duly organized meeting may continue to transact business until adjournment,
notwithstanding the withdrawal of enough shareholders to leave less than a
quorum.
SECTION 2.09. PROXIES. At all meetings of shareholders, a shareholder may
vote in person or by proxy executed in writing by the shareholder or by the
shareholder's 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 months from the date of its execution, unless
otherwise provided in the proxy. A duly executed proxy shall be irrevocable only
if it states that it is irrevocable and if, and only so long as, it is coupled
with an interest sufficient in law to support an irrevocable power of attorney.
The interest with which it is coupled need not be an interest in the shares
themselves. If any instrument of proxy designate two or more persons to act as
proxy, in the absence of any provisions in the proxy
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to the contrary, the persons designated may represent and vote the shares in
accordance with the vote or consent of the majority of the persons named as
proxies. If only one such proxy is present, the proxy may vote all of the
shares, and all the shares standing in the name of the principal or principals
for whom such proxy acts shall be deemed represented for the purpose of
obtaining a quorum. The foregoing provisions shall apply to the voting of shares
by proxies for any two or more personal representatives, trustees or other
fiduciaries, unless an instrument or order of court appointing them otherwise
directs.
SECTION 2.10. VOTING OF SHARES. Subject to the provisions of Section 2.13
of this Article II, each outstanding share entitled to vote shall be entitled to
one vote upon each matter submitted to a vote at a meeting of the shareholders.
SECTION 2.11. VOTING OF SHARES BY CERTAIN HOLDERS. Shares standing in the
name of another corporation may be voted by such officer, agent or proxy as the
bylaws of such corporation may prescribe, or, in the absence of such provision,
as the Board of Directors of such corporation may determine.
Shares standing in the name of a deceased person may be voted by his or
her personal representative, either in person or by proxy. Shares standing in
the name of a conservator or trustee may be voted by such fiduciary, either in
person or by proxy, but no conservator or trustee shall be entitled as a
fiduciary to vote shares held by him or her without a transfer of such shares
into his or her name.
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 to do so
be contained in an appropriate order of the court by which such receiver was
appointed.
A shareholder whose shares are pledged shall be entitled to vote such
shares until the shares have been transferred into the name of the pledges, and
thereafter the pledges shall be entitled to vote the shares so transferred.
SECTION 2.12. SHAREHOLDER ACTING WITHOUT A MEETING. Any action required to
be taken at a meeting of the shareholders, or any action which may be taken at a
meeting of the shareholders, may be taken without a meeting if consents 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. Such
consents shall have the same force and effect as a unanimous vote of the
shareholders at a meeting duly held. The Secretary of the Corporation shall file
such consents with the minutes of the meetings of the shareholders.
SECTION 2.13. CUMULATIVE VOTING RIGHTS DENIED. In all elections for
directors, each shareholder entitled to vote shall have the right to cast only
as many votes as shall equal the number of voting shares hold by him in the
Corporation. There shall be no right to cumulative voting in the election of
directors.
SECTION 2.14. SHAREHOLDERS' RIGHT TO EXAMINE BOOKS AND RECORDS. This
Corporation shall keep correct and complete books and records of account,
including the amount of its assets and liabilities, minutes of the proceedings
of its shareholders and Board of Directors, and the names and places of
residence of its officers; and it shall keep at its registered office or
principal place of business in this state, or at the office of its transfer
agent, if any, books and records in which shall be recorded the number of shares
subscribed, the names of the owners of the shares, the numbers owned by them
respectively, the amount of shares paid, and by whom, and the transfer of such
shares with the date of transfer. Each shareholder may, upon written demand
under oath stating the purpose thereof, during normal business hours, have
access to the books of the Corporation, to examine the same for any proper
purpose. The Board of Directors may, from time to time, further prescribe
regulations with respect to any such examination.
SECTION 2.15. SHARES OF OTHER CORPORATIONS. Shares of another corporation
owned by or standing in the name of the Corporation may be voted by such person
or persons as may be designated by the Board of Directors and in the absence of
any such designation, the President shall have the power to vote such shares.
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SECTION 2.16. NOTICE OF SHAREHOLDER NOMINEES. Only persons who are
nominated in accordance with the procedures set forth in this Section 2.16 of
Article II shall be eligible for election as Directors of the Corporation.
Nominations of persons for election to the Board of Directors of the Corporation
may be made at a meeting of shareholders (a) by or at the direction of the Board
of Directors or (b) by any shareholder of the Corporation entitled to vote for
the election of Directors at such meeting who complies with the procedures set
forth in this Section 2.16 of Article II. All nominations by shareholders shall
be made pursuant to timely notice in proper written form to the Secretary of the
Corporation. To be timely, a shareholder's notice shall be delivered to or
mailed and received at the principal executive offices of the Corporation not
less than sixty days nor more than ninety days prior to the meeting; provided,
however, that in the event that less than seventy days' notice or prior public
disclosure of the date of the meeting is given or made to shareholders, notice
by the shareholder to be timely must be so received not later than the close of
business on the tenth day following the day on which such notice of the date of
the meeting was mailed or such public disclosure was made. To be in proper
written form, such shareholder's notice shall set forth in writing (a) as to
each person whom the shareholder proposes to nominate for election or
re-election as a Director, all information relating to such person that is
required to be disclosed in solicitations or proxies for election of directors,
or is otherwise required, in each case pursuant to Regulation 14A under the
Securities Exchange Act of 1934, as amended, including, without limitation, such
person's written consent to being named in the proxy statement as a nominee and
to serving as a Director if elected; and (b) as to the shareholder giving the
notice (i) the name and address, as they appear on the Corporation's books, of
such shareholder and (ii) the class and number of shares of the Corporation
which are beneficially owned by such shareholder. At the request of the Board of
Directors, any person nominated for election as a director shall furnish to the
Secretary of the Corporation that information required to be set forth in a
shareholder's notice of nomination which pertains to the nominee. In the event
that a shareholder seeks to nominate one or more directors, the Secretary shall
appoint two inspectors, who shall not be affiliated with the Corporation, to
determine whether a shareholder has complied with this Section 2.16 of Article
II. If the inspectors shall determine that a shareholder has not complied with
this Section 2.16 of Article II, the inspectors shall direct the chairman of the
meeting to declare to the meeting that the nomination was not made in accordance
with the procedures prescribed by the Bylaws of the Corporation, and the
chairman shall so declare to the meeting and the defective nomination shall be
disregarded.
SECTION 2.17. PROCEDURES FOR SUBMISSION OF SHAREHOLDER PROPOSALS AT ANNUAL
MEETING. At any annual meeting of the shareholders of the Corporation, only such
business shall be conducted as shall have been brought before the meeting (i) by
or at the direction of the Board of Directors or (ii) by any shareholder of the
Corporation who complies with the procedures set forth in this Section 2.17 of
Article II. For business properly to be brought before an annual meeting by a
shareholder, the shareholder must have given timely notice thereof in proper
written form to the Secretary of the Corporation. To be timely, a shareholder's
notice must be delivered to or mailed and received at the principal executive
offices of the Corporation not less than sixty days nor more than ninety days
prior to the meeting; provided, however, that in the event that less than
seventy days' notice or prior public disclosure of the date of the meeting is
given or made to shareholders, notice by the shareholder to be timely must be
received not later than the close of business on the tenth day following the day
on which such notice of the date of the annual meeting was mailed or such public
disclosure was made. To be in proper written form, a shareholder's notice to the
Secretary shall set forth in writing as to each matter the shareholder proposes
to bring before the annual meeting (a) a brief description of the business
desired to be brought before the annual meeting and the reasons for conducting
such business at the annual meeting, (b) the name and address, as they appear on
the Corporation's books, of the shareholder proposing such business, (c) the
class and number of shares of the Corporation which are beneficially owned by
the shareholder and (d) any material interest of the shareholder in such
business. Notwithstanding anything in the Bylaws to the contrary, no business
shall be conducted at an annual meeting, except in accordance with the
procedures set forth in Section 2.17 of Article II. The chairman of a meeting
shall, if the facts warrant, determine and declare to the meeting that business
was not properly brought before the meeting in accordance with the provisions of
this Section 2.17 of Article II, and, if he or she should so determine, shall so
declare to the meeting and any such business not properly brought before the
meeting shall not be transacted.
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ARTICLE III - BOARD OF DIRECTORS
SECTION 3.01. GENERAL POWERS. The property and business of the Corporation
shall be controlled and managed by its Board of Directors.
SECTION 3.02. NUMBER, TERM AND QUALIFICATIONS. The number of directors to
constitute the Board of Directors shall be five (5); provided, however, that
such number may be fixed, from time to time, at not less than five (5) nor more
than fifteen (15) by resolution of the Board of Directors adopted by the vote or
consent of at least sixty-six and two-thirds percent (66-2/3%) of the number of
directors then in office. The directors shall be divided into three classes as
more particularly set forth in the Articles of Incorporation of the Corporation.
Each director shall hold office until his or her successor shall have been
elected and qualified. The directors need not be residents of the State of
Missouri or shareholders of the Corporation.
SECTION 3.03. REGULAR MEETINGS. A regular meeting of the Board of
Directors shall be held without other notice than this Bylaw immediately after,
and at the same place as, the annual meeting of shareholders. The Board of
Directors may provide, by resolution, the time and place, either within or
without the State of Missouri, for the holding of additional regular meetings
without other notice than such resolution.
SECTION 3.04. SPECIAL MEETINGS. A special meeting of the Board of
Directors may be called by, or at the request of, the President or any director.
The person or persons authorized to call such special meeting of the Board of
Directors may fix any place, either within or without the State of Missouri, as
the place for holding such special meeting.
SECTION 3.05. NOTICE. Notice of any special meeting shall be delivered at
least two days prior thereto by written notice delivered personally or left at
or mailed to each director at his or her business or residence address, or by
telegram or telefax. If mailed, such notice shall be deemed to be delivered when
deposited in the United States mail, so addressed, with postage thereon prepaid.
If notice be given by telegram or telefax, such notice shall be deemed to be
delivered when the text of the telegram or telefax is delivered to the telegraph
or telefax company. The attendance of a director at a meeting shall constitute a
waiver of notice of such meeting, except where a director attends a meeting for
the express purpose of objecting 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.
SECTION 3.06. QUORUM; PARTICIPATION BY TELEPHONE. A majority of the full
Board of Directors shall constitute a quorum for the transaction of business,
but if less than a majority are present at a meeting, a majority of the
directors present may adjourn the meeting from time to time without further
notice. Members of the Board of Directors may participate in a meeting of the
Board of Directors, whether regular or special, by means of conference telephone
or similar communications equipment whereby all persons participating in the
meeting can hear each other, and participation in a meeting in this manner shall
constitute presence in person at the meeting.
SECTION 3.07. MANNER OF ACTING. The Board shall select a Chairman to
preside at meetings of the Board. The act of a majority of the directors present
at a meeting at which a quorum is present shall be the act of the Board of
Directors, unless the act of a different number is required by statute, the
Articles of Incorporation or these Bylaws.
SECTION 3.08. ACTION WITHOUT A MEETING. Any action that may be taken at a
meeting of the Board of Directors or of a committee of directors may be taken
without a meeting if consents in writing, setting forth the action so taken, are
signed by all of the members of the Board of Directors or of the committee, as
the case may be. Such written consents shall be filed by the Secretary with the
minutes of the proceedings of the Board of Directors or of the committee, as the
case may be, and shall have the same force and effect as a unanimous vote at a
meeting duly held.
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SECTION 3.09. RESIGNATIONS. Any director may resign at any time by
delivering written notice to the Board of Directors, the President or the
Secretary of the Corporation. Any written notice delivered in person to the
President or the Secretary shall be effective upon delivery, unless otherwise
provided therein. Written notice may be delivered by certified or registered
mail, with postage thereon prepaid and a return receipt requested. Such
resignation shall take effect on the date of the receipt of such notice which
date of receipt shall be deemed to be the date indicated upon the registered or
certified mail return receipt, or at any later time specified therein. Unless
otherwise specified, acceptance of such resignation shall not be necessary to
make it effective.
SECTION 3.10. COMPENSATION. By resolution of the Board of Directors, each
director may be paid his or her expenses, if any, of attendance at each meeting
of the Board of Directors, and may be paid a stated salary as director or a
fixed sum for attendance at each meeting of the Board of Directors or both. No
such payment shall preclude any director from serving the Corporation in any
other capacity and receiving compensation therefor.
SECTION 3.11. PRESUMPTION OF ASSENT. A director of the Corporation who is
present at a meeting of the Board of Directors at which action on any matter is
taken shall be presumed to have assented to the action taken unless the director
dissents or abstains at such meeting, and the fact of such dissent or abstention
(a) is entered in the minutes of the meeting, or (b) shall be filed by the
director in writing with the person acting as secretary of the meeting before
the adjournment thereof, or (c) shall have been recorded by the director and
forwarded by registered mail to the Secretary of the Corporation promptly after
the adjournment of the meeting. Such right to dissent shall not apply to a
director who voted in favor of such action.
SECTION 3.12. COMMITTEES. The Board of Directors, by resolution adopted by
a majority of the Board, may designate two or more directors to constitute (a)
an executive committee, which committee shall have and exercise all of the
authority of the Board of Directors in the management of the Corporation, or (b)
any other committee which shall have the name, purpose and authority delegated
to it by such resolution.
ARTICLE IV. OFFICERS
SECTION 4.01. NUMBER. The officers of the Corporation shall be the
President, one or more Vice Presidents (the number and any descriptive title
hereof to be determined by the Board of Directors), 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 by the Board of
Directors or appointed by the President, with the approval of the Board. Any two
or more offices may be held by the same person.
SECTION 4.02. ELECTION AND TERM OF OFFICE. The officers of the Corporation
to be elected by the Board of Directors shall be elected annually by the Board
of Directors at the first meeting of the Board of Directors held after the
annual meeting of the shareholders. If the election of officers shall not be
held at such meeting, such election shall be held as soon thereafter as
conveniently may be arranged. Each officer shall hold office until his or her
successor shall have been duly elected and shall have qualified or until his or
her death or until he or she shall resign or shall have been removed in the
manner hereinafter provided.
SECTION 4.03. REMOVAL. Any officer, agent, or other employee 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 will 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.
SECTION 4.04. RESIGNATIONS. Any officer may resign at any time by giving
written notice to the Board of Directors, the President or the Secretary of the
Corporation. Any written notice delivered in person to the President or the
Secretary shall be effective upon delivery unless otherwise provided therein.
Written notice may be delivered by certified or registered mail, with postage
thereon prepaid and a return receipt requested. Such resignation shall take
effect on the date of the receipt of such notice which date of receipt shall be
deemed to be the date indicated upon the
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registered or certified mail return receipt, or any later time specified
therein. Unless otherwise specified herein, the acceptance of such resignation
shall not be necessary to make it effective.
SECTION 4.05. VACANCIES. A vacancy in any office because of death,
incapacity, resignation, removal, disqualification or otherwise, may be filled
by the Board of Directors for the unexpired portion of the term.
SECTION 4.06. PRESIDENT. The President shall be the chief executive
officer of the Corporation and shall in general supervise and control the
operations of the Corporation. The President shall preside at all meetings of
the shareholders. The President 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. The President may vote in person or by proxy shares in other
corporations standing in the name of this Corporation. The President shall in
general 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.
SECTION 4.07. VICE PRESIDENT. In the absence of the President, whether due
to resignation, incapacity or any other cause, or in the event of the
President's death, inability or refusal to act, the Vice President (or in the
event there be more than one Vice President, the Vice Presidents in the order
designated at the time of their election, or in the absence of any designation,
then in the order of their election) 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. The Vice President shall exercise such powers
only so long as the President remains absent or incapacitated, or until the
Board of Directors elects a new President. Any Vice President may sign with the
Secretary, or until the Board of Directors elects a new President. Any Vice
President may sign, with the Secretary, an Assistant Secretary, Treasurer or an
Assistant Treasurer, certificates for shares of the Corporation; and shall
perform such other duties as from time to time may be assigned to him or her by
the President or by the Board of Directors.
SECTION 4.08. SECRETARY. The Secretary shall (a) keep the minutes of the
proceedings of the shareholders and of the Board of Directors 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 of the Corporation and see
that the seal of the Corporation is affixed to all documents the execution of
which on behalf of the Corporation under its seal is duly authorized; (d) keep a
register of the post office address of each shareholder which shall be furnished
to the Secretary by such shareholder; (e) sign with the President, or a Vice
President, certificates for shares of the Corporation, the issuance of which
shall have been authorized by resolution of the Board of Directors; (f) have
general charge of the stock transfer books of the Corporation; (g) in general
perform all duties incident to the office of Secretary and such other duties as
from time to time may be assigned to the Secretary by the President or by the
Board of Directors.
SECTION 4.09. TREASURER. The Treasurer shall: (a) have charge and custody
of and be responsible for all funds and securities of the Corporation; (b)
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 or other depositories as shall be selected in
accordance with the provisions of Article V of these Bylaws; and (c) in general
perform all of the duties incident to the office of Treasurer and such other
duties as from time to time may be assigned to the Treasurer by the President or
by the Board of Directors. If required by the Board of Directors, the Treasurer
shall give a bond for the faithful discharge of the Treasurer's duties in such
sum and with such surety or sureties as the Board of Directors shall determine.
If no Treasurer is elected, then such duties shall be carried out by the Vice
President in charge of the Corporation's financial affairs, or such other
officer as the Board of Directors may determine.
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SECTION 4.10. SALARIES. The salaries of the officers shall be fixed from
time to time by the Board of Directors and no officer shall be prevented from
receiving such salary by reason of the fact that the officer is also a director
of the Corporation.
ARTICLE V. CONTRACTS, LOANS, CHECKS AND DEPOSITS
SECTION 5.01. CONTRACTS. The Board of Directors may authorize any officer
or officers, agent or agents, to enter into any contract or execute and deliver
any instrument in the name of and on behalf of the Corporation, and such
authority may be general or confined to specific instances.
SECTION 5.02. LOANS. No loans shall be contracted on behalf of the
Corporation and no evidences of indebtedness shall be issued in its name unless
authorized by a resolution of the Board of Directors. Such authority may be
general or confined to specific instances.
SECTION 5.03. 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, 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.
SECTION 5.04. 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 or other depositories as the Board of Directors
may select.
ARTICLE VI. CERTIFICATES FOR SHARES AND THEIR TRANSFER
SECTION 6.01. CERTIFICATES FOR SHARES. Certificates representing shares of
the Corporation shall be in such form as shall be determined by the Board of
Directors. The shares of the Corporation shall be represented by certificates
signed by the President or a Vice President, and by the Secretary or an
Assistant Secretary or the Treasurer or an Assistant Treasurer of the
Corporation and sealed with the seal of the Corporation or a facsimile thereof.
Any signatures on the certificates may be facsimile. All certificates for shares
shall be consecutively numbered or otherwise identified. The name and address of
the person to whom the shares represented thereby are issued, with the number of
shares and date of issue, shall be entered on the stock transfer books of the
Corporation. All certificates surrendered to the Corporation for transfer shall
be canceled, and no new certificate shall be issued until the former certificate
or 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 as the Board of Directors may prescribe.
SECTION 6.02. TRANSFER OF SHARES. Transfer of shares of the Corporation
shall be made only on the stock transfer books of the Corporation by the holder
of record thereof or by his or her legal representative, or by his or her
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 by the Corporation to be the owner thereof
for all purposes.
ARTICLE VII - FISCAL YEAR
The fiscal year of the Corporation shall begin on the first day of October
and end on the thirtieth day of September in each year.
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ARTICLE VIII - 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 the Articles of Incorporation of the
Corporation.
ARTICLE IX - CORPORATE SEAL
The Board of Directors shall provide a corporate seal in the form of a
circle with the name of the Corporation inscribed thereon.
ARTICLE X - WAIVER OF NOTICE
Whenever any notice is required to be given to any shareholder or director
of the Corporation under the provisions of these Bylaws or of the Articles of
Incorporation or The General and Business Corporation Law of Missouri, a waiver
thereof in writing signed by the person or person entitled to such notice,
whether before or after the time stated therein, shall be deemed equivalent to
the giving of such notice.
ARTICLE XI - AMENDMENTS
These Bylaws may be altered, amended or repealed and new Bylaws adopted by
action of the Board of Directors at any regular or special meeting provided that
any amendment, alteration, change or repeal by the Board of Directors of Section
3.02 of Article III or this Article XI or the adoption of any provision
inconsistent therewith shall require the affirmative vote or consent of
sixty-six and two-thirds percent (66-2/3%) of the number of directors then
authorized by, or in the manner provided in, the Bylaws.
Effective as of November 10, 1999
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LEXINGTON B & L FINANCIAL CORP.
ANNOUNCES DATE OF ANNUAL MEETING
Lexington, Missouri -- November 11, 1999. Lexington B & L Financial Corp.
(Nasdaq SmallCap: LXMO) announced today that the Corporation's annual meeting of
stockholders will be held on Wednesday, January 26, 2000. Stockholders of record
as of the close of business on December 7, 1999 will be entitled to notice of
and to vote at the annual meeting.
Lexington B & L Financial Corp. is the holding company for B & L Bank and
Lafayette County Bank headquartered in Lexington, Missouri.
Contact: E. Steva Vialle
Executive Vice President and
Chief Operating Officer
(660) 259-2247
