Exhibit 3.2
SHORE BANCSHARES, INC.
AMENDED AND RESTATED BY-LAWS
ARTICLE I
STOCKHOLDERS
SECTION 1. Annual Meeting. The annual meeting of the stockholders of
the Corporation shall be held on a day duly designated by the Board of Directors
in the month of April in each year, for the purpose of electing directors to
succeed those whose terms shall have expired as of the date of such annual
meeting, and for the transaction of such other corporate business as may come
before the meeting.
SECTION 2. Special Meetings. Special meetings of the stockholders may
be called at any time for any purpose or purposes by the Chairman, the
President, or by a majority of the Board of Directors. Subject to the procedures
set forth in Article II, Section 4 and this Section, special meetings of the
stockholders shall be called by the Secretary upon the request in writing of
holders of a majority of all the shares outstanding and entitled to vote on the
business to be transacted at such meeting. Such request shall state the purpose
or purposes of the meeting and the matters proposed to be acted upon at it. The
Secretary shall provide an estimate of the cost of preparing and mailing and,
upon payment of such cost, the notice of the meeting shall be mailed by the
Corporation. Business transacted at all special meetings of stockholders shall
be confined to the purpose or purposes stated in the notice of the meeting. The
Board of Directors shall have the sole power to fix the date and time of the
special meeting. Nominations of persons for election to the Board of Directors
and the proposal of business to be considered by the stockholders may be made at
a special meeting of stockholders (a) only pursuant to the Corporation's notice
of meeting and, (b) in the case of nominations of persons for election to the
Board of Directors, (i) by or at the direction of the Board of Directors or (ii)
by any stockholder of the Corporation (A) who was a stockholder of record at the
time of giving notice provided for in Article II, Section 4, (B) who is entitled
to vote at the meeting and (C) who complied with the notice procedures set forth
in Article II, Section 4.
SECTION 3. Place of Holding Meetings. All meetings of stockholders
shall be held at the principal office of the Corporation or elsewhere in the
United States as designated by the Board of Directors.
SECTION 4. Notice of Meetings; Waiver of Notice. Written notice of each
meeting of the stockholders shall be mailed, postage pre-paid by the Secretary,
to each stockholder entitled to vote thereat at the stockholder's post office
address, as it appears upon the books of the Corporation, at least ten (10) days
but not more than ninety (90) days before, the meeting. Each such notice shall
state the place, day, and hour at which the meeting is to be held and, in the
case of any special meeting, shall state briefly the purpose or purposes
thereof. Notwithstanding the foregoing provisions, each person who is entitled
to notice waives notice if he or she before or after the meeting signs a waiver
of the notice which is filed with the records of stockholders' meetings, or is
present at the meeting in person or by proxy.
SECTION 5. Quorum. The presence in person or by proxy of the holders of
record of a majority of the shares of the capital stock of the Corporation
issued and outstanding and entitled to vote thereat shall constitute a quorum at
all meetings of the stockholders, except as otherwise provided by law, by the
Charter or by these By-laws. Whether or not a quorum shall be in attendance at
the time for which the meeting shall have been called, the meeting may be
adjourned from time to time by a majority vote of the stockholders present or
represented to a date not more than 120 days after the original date, without
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any notice other than by announcement at the meeting. At any adjourned meeting
at which a quorum shall attend, any business may be deferred and transacted
which might have been transacted if the meeting had been held as originally
called.
SECTION 6. Organization. Meetings of stockholders shall be presided
over by the Chairman of the Board of Directors or, if the Chairman is not
present, the President of the Corporation, or if the President is not present,
by a Vice President, or, if none of said officers is present, by a chairman to
be elected at the meeting. The Secretary of the Corporation, or if the Secretary
is not present, any Assistant Secretary shall act as Secretary of such meetings;
in the absence of the Secretary and any Assistant Secretary, the presiding
officer may appoint a person to act as Secretary of the meeting.
SECTION 7. Voting. Unless the Charter provides otherwise, at all
meetings of stockholders, every stockholder entitled to vote thereat shall have
one (l) vote for each share of stock standing in the stockholder's name on the
books of the Corporation on the date for the determination of stockholders
entitled to vote at such meeting. Such vote may be either in person or by proxy
appointed by an instrument in writing subscribed by such stockholder or the
stockholder's duly authorized attorney, bearing a date not more than eleven (11)
months prior to said meeting, unless said instrument provides for a longer
period. Such proxy shall be dated, but need not be sealed, witnessed or
acknowledged. All elections shall be had and all questions shall be decided by a
majority of the votes cast at a duly constituted meeting, except as otherwise
provided by law, in the Charter or by these By-laws. Notwithstanding, a
plurality of all the votes cast at a meeting at which a quorum is present is
sufficient to elect a director.
SECTION 8. Advance Notice Provisions for Business to be Transacted at
Annual Meeting. No business may be transacted at an annual meeting of
stockholders, other than business that is either (a) specified in the notice of
meeting (or any supplement thereto) given by or at the direction of the Board of
Directors (or any duly authorized committee thereof), (b) otherwise properly
brought before the annual meeting by or at the direction of the Board of
Directors (or any duly authorized committee thereof) or (c) otherwise properly
brought before the annual meeting by any stockholder of the Corporation (i) who
is stockholder of record on the date of the giving of the notice provided for in
this Section and on the record date for the determination of stockholders
entitled to vote at such annual meeting and (ii) who complies with the notice
procedures set forth in this Section. A stockholder's notice must be delivered
to or mailed and received by the Secretary at the principal executive offices of
the Corporation not less than 60 days nor more than 90 days prior to the first
anniversary of the preceding year's annual meeting; provided, however, that in
the event that the date of the annual meeting is advanced by more than 30 days
or delayed by more than 60 days from the anniversary date of the preceding
year's annual meeting, notice by the stockholder must be so delivered not
earlier than the 90th day prior to such annual meeting and not later than the
close of business on the later of the 60th day prior to such annual meeting or
the tenth day following the day on which public announcement of the date of such
meeting is first made. A stockholder's notice to the Secretary must be in
writing and set forth as to each matter such stockholder proposes to bring
before the annual meeting (i) 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, (ii) the name and address of such stockholder as they
appear on the Corporation's books and of the beneficial owner, if any, on whose
behalf the proposal is made, (iii) the class or series and number of shares of
capital stock of the Corporation which are owned beneficially or of record by
such stockholder and such beneficial owner, (iv) a description of all
arrangements or understandings between such stockholder and any other person or
persons (including their names) in connection with the proposal of such business
by such stockholder and any material interest of such stockholder in such
business and (v) a representation that such stockholder intends to appear in
person or by proxy at the annual meeting to bring such business before the
meeting. No business shall be conducted at the annual meeting of stockholders
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except business brought before the annual meeting in accordance with the
procedures set forth in Article II, Section 4 or in this Section, provided,
however, that once business has been properly brought before the annual meeting
in accordance with such procedures, nothing in Article II, Section 4 nor in this
Section shall be deemed to preclude discussion by any stockholder of any such
business. If the chairman of an annual meeting determines that business was not
properly brought before the annual meeting in accordance with the foregoing
procedures, the chairman of the meeting shall declare to the meeting that the
business was not properly brought before the meeting and such business shall not
be transacted. No adjournment or postponement of a meeting of stockholders shall
commence a new period for the giving of notice of a stockholder proposal
hereunder.
ARTICLE II
BOARD OF DIRECTORS
SECTION 1. General Powers. The property and business of the Corporation
shall be managed by the Board of Directors of the Corporation.
SECTION 2. Number of Directors. The Corporation shall have at least one
director. The Corporation shall have the number of directors provided in the
Charter until changed as herein provided. Two-thirds of the entire Board of
Directors may alter the number of directors set by the Charter to not exceeding
25 nor less than the minimum number then permitted herein, but the action may
not affect the tenure of office of any director.
SECTION 3. Election and Term of Office. The Board of Directors shall be
divided into classes as described in the Charter. Each Director shall hold
office until the expiration of the term for which the Director is elected,
except as otherwise stated in these Bylaws, and thereafter until his or her
successor has been elected and qualifies. If the number of directors is changed,
any increase or decrease shall be apportioned among the classes so as to
maintain the number of directors in each class as nearly equal as possible, and
any additional director of any class shall, subject to Article II, Section 5,
hold office for a term that shall coincide with the remaining term of that
class, but in no case shall a decrease in the number of directors shorten the
term of any incumbent director. Election of Directors need not be by written
ballot, unless required by these Bylaws.
SECTION 4. Nomination of Directors. Nomination for election of members
of the Board of Directors may be made by the Board of Directors or by any
stockholder of any outstanding class of capital stock of the Corporation
entitled to vote for the election of Directors and who complies with the notice
provisions in this Section. Notice by a stockholder of intention to make any
nominations shall be made in writing and shall be delivered or mailed to the
Secretary at the principal executive offices of the Corporation (a) in the case
of an annual meeting, not less than 120 days nor more than 180 days prior to the
date of the meeting of stockholders called for the election of Directors which,
for purposes of this provision, shall be deemed to be on the same date as the
annual meeting of stockholders for the preceding year; provided, however, that
in the event that the date of the annual meeting is advanced by more than 30
days or delayed by more than 60 days from the anniversary date of the preceding
year's annual meeting, notice by the stockholder must be so delivered not
earlier than the 180th day prior to such annual meeting and not later than the
close of business on the later of the 120th day prior to such annual meeting or
the tenth day following the day on which public announcement of the date of such
annual meeting is first made; and (b) in the case of a special meeting of
stockholders called for the purpose of electing directors, not later than the
close of business on the tenth day following the day on which notice of the date
of the special meeting was mailed or public announcement of the date of the
special meeting was made, whichever first occurs. Such notification shall
contain the following information (a) the name and address of each proposed
nominee; (b) the principal occupation of each proposed nominee; (c) the number
of shares of capital stock of the Corporation owned by each proposed nominee;
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(d) the name and residence address of the notifying stockholder; (e) the number
of shares of capital stock of the Corporation owned by the notifying
stockholder; (f) the consent in writing of the proposed nominee as to the
proposed nominee's name being placed in nomination for Director; (g) a
description of all arrangements or understandings between such notifying
stockholder and each proposed nominee and any other person or persons (including
their names) pursuant to which the nomination(s) are to be made by such
notifying stockholder, (h) a representation that such notifying stockholder
intends to appear in person or by proxy at the meeting to nominate the persons
named in its notice; and (i) all information relating to such proposed nominee
that would be required to be disclosed by Regulation 14A under the Securities
Exchange Act of 1934, as amended, and Rule 14a-11 promulgated thereunder,
assuming such provisions would be applicable to the solicitation of proxies for
such proposed nominee. Nominations not made in accordance herewith shall be
disregarded and, upon the chairman's instructions, the teller shall disregard
all votes cast for each such nominee.
SECTION 5. Vacancies; Removal of Director. A vacancy on the Board of
Directors may be filled only in accordance with the provisions of the Charter.
Any director or the entire Board of Directors may be removed only in accordance
with the provisions of Maryland law.
SECTION 6. Place of Meeting. The Board of Directors may hold their
meetings and have one or more offices, and keep the books of the Corporation,
either within or outside the State of Maryland, at such place or places as they
may from time to time determine by resolution or by written consent of all the
directors. The Board of Directors may hold their meetings by conference
telephone or other similar electronic communications equipment in accordance
with the provisions of Maryland General Corporation Law.
SECTION 7. Regular Meetings. Regular meetings of the Board of Directors
may be held without notice at such time and place as shall from time to time be
determined by resolution of the Board, provided that notice of every resolution
of the Board fixing or changing the time or place for the holding of regular
meetings of the Board shall be mailed to each director at least three (3) days
before the first meeting held in pursuance thereof. The annual meeting of the
Board of Directors shall be held immediately following the annual stockholders'
meeting at which a Board of Directors is elected. Any business may be transacted
at any regular meeting of the Board.
SECTION 8. Special Meetings. Special meetings of the Board of Directors
shall be held whenever called by direction of the Chairman, or the President,
and must be called by the Chairman, the President or the Secretary upon written
request of a majority of the Board of Directors, by mailing the same at least
two (2) days prior to the meeting, or by personal delivery, facsimile
transmission, telegraphing or telephoning the same on the day before the
meeting, to each director; but such notice may be waived by any director. A
special meeting of the Board of Directors shall be held on such date and at any
place as may be designated from time to time by the Board of Directors. Unless
otherwise indicated in the notice thereof, any and all business may be
transacted at any special meeting. At any meeting at which every director shall
be present, even though without notice, any business may be transacted and any
director may in writing waive notice of the time, place and objects of any
special meeting.
SECTION 9. Quorum. A majority of the whole number of directors shall
constitute a quorum for the transaction of business at all meetings of the Board
of Directors, but, if at any meeting less than a quorum shall be present, a
majority of those present may adjourn the meeting from time to time, and the act
of a majority of the directors present at any meeting at which there is a quorum
shall be the act of the Board of Directors, except as may be otherwise
specifically provided by law or by the Corporation's Charter or by these
By-laws.
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SECTION 10. Compensation of Directors. Directors may receive a fixed
sum and expenses for attendance at regular and special meetings and committee
meetings, or any combination of the foregoing as may be determined from time to
time by the Board of Directors, and nothing contained herein shall be construed
to preclude any Director from serving the Corporation in any other capacity and
receiving compensation therefore.
SECTION 11. Advisory Directors. The Board of Directors may by
resolution appoint advisory directors to the Board of Directors, who may also
serve as directors emeriti, and shall have such authority and receive such
compensation and reimbursement as the Board of Directors shall provide. Advisory
directors or directors emeriti shall not have the authority to participate by
vote in the transaction of business.
SECTION 12. Committees. The Board of Directors may appoint from among
its members an Executive Committee, an Audit Committee, a Compensation
Committee, a Nominating Committee, and other committees composed of one or more
directors and delegate to these committees any of the powers of the Board of
Directors, except the power to authorize dividends on stock, elect directors,
issue stock other than as provided in the next sentence, recommend to the
stockholders any action which requires stockholder approval, amend these
By-Laws, or approve any merger or share exchange which does not require
stockholder approval. If the Board of Directors has given general authorization
for the issuance of stock providing for or establishing a method or procedure
for determining the maximum number of shares to be issued, a committee of the
Board of Directors, in accordance with that general authorization or any stock
option or other plan or program adopted by the Board of Directors, may authorize
or fix the terms of stock subject to classification or reclassification and the
terms on which any stock may be issued, including all terms and conditions
required or permitted to be established or authorized by the Board of Directors.
Until September 30, 2005 the Audit Committee, the Compensation Committee, and
the Nominating Committee shall be composed of an even number of directors of
half of whom are also directors of The Centreville National Bank of Maryland and
half of whom are also directors of The Talbot Bank.
SECTION 13. Committee Procedure. Each committee may fix rules of
procedure for its business. A majority of the members of a committee shall
constitute a quorum for the transaction of business and the act of a majority of
those present at a meeting at which a quorum is present shall be the act of the
committee. The members of a committee present at any meeting, whether or not
they constitute a quorum, may appoint a director to act in the place of an
absent member. Any action required or permitted to be taken at a meeting of a
committee may be taken without a meeting, if an unanimous written consent which
sets forth the action is signed by each member of the committee and filed with
the minutes of the committee.
SECTION 14. Emergency. In the event of a state of disaster of
sufficient severity to prevent the conduct and management of the affairs and
business of the Corporation by its directors and officers as contemplated by the
Charter and these By-Laws, any two or more available members of the then
incumbent Executive Committee shall constitute a quorum of that Committee for
the full conduct and management of the affairs and business of the Corporation
in accordance with the provisions of Article II, Section 13. In the event of the
unavailability, at such time, of a minimum of two members of the then incumbent
Executive Committee, the available directors shall elect an Executive Committee
consisting of any two members of the Board of Directors, whether or not they be
officers of the Corporation, which two members of the Board of Directors,
whether or not they be officers of the Corporation, which two members shall
constitute the Executive Committee for the full conduct and management of the
affairs of the Corporation in accordance with the foregoing provisions of this
Section. This Section shall be subject to implementation by resolution of the
Board of Directors passed from time to time for that purpose, and any provisions
of these By-Laws (other than this Section) and any resolutions which are
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contrary to the provisions of this Section or to the provisions of any such
implementary resolutions shall be suspended until it shall be determined by any
interim Executive Committee acting under this Section that it shall be to the
advantage of the Corporation to resume the conduct and management of its affairs
and business under all the other provisions of these By-Laws.
ARTICLE III
OFFICERS
SECTION 1. Election, Tenure, and Compensation. The officers of the
Corporation shall be a President, one or more Vice-Presidents (if so elected by
the Board of Directors), a Secretary, and a Treasurer, and such other officers
as the Board of Directors from time to time may consider necessary for the
proper conduct of the business of the Corporation. It may also have, and until
September 30, 2005 shall have, a Chairman of the Board. The Board of Directors
shall designate who shall serve as chief executive officer, who shall have
general supervision of the business and affairs of the Corporation, and may
designate a chief operating officer, who shall have supervision of the
operations of the Corporation. In the absence of any designation the Chairman of
the Board, if there be one, shall serve as chief executive officer and the
President shall serve as chief operating officer. In the absence of the Chairman
of the Board, or if there be none, the President shall be the chief executive
officer. The officers shall be elected annually by the Board of Directors at its
first meeting following the annual meeting of the stockholders. The Chairman
shall be a director and the other officers may, but need not be, directors. Any
two or more of the above officers, except those of President and Vice President,
may be held by the same person, but no officer shall execute, acknowledge or
verify any instrument in more than one capacity if such instrument is required
by law or by these By-laws to be executed, acknowledged or verified by any two
or more officers. The compensation or salary paid all officers of the
Corporation shall be fixed by resolutions adopted by the Board of Directors.
Except where otherwise expressly provided in a contract duly authorized
by the Board of Directors, all officers and agents of the Corporation shall be
subject to removal at any time by the affirmative vote of a majority of the
whole Board of Directors, and all officers, agents, and employees, other than
officers appointed by the Board of Directors, shall hold office at the
discretion of the Board of Directors or of the officers appointing them.
SECTION 2. Powers and Duties of the Chairman. The Chairman, if one be
elected, shall preside at all meetings of the stockholders and of the Board of
Directors. Until September 30, 2005 the Chairman of the Board shall be a
director that is also a non-employee director of The Centreville National Bank
of Maryland. The Chairman shall be ex-officio a member of all the standing
committees. The Chairman shall do and perform such other duties as may, from
time to time, be assigned to the Chairman by the Board of Directors.
SECTION 3. Powers and Duties of the President. The President shall be
the chief executive officer of the Corporation and shall have general charge and
control of all its business affairs and properties. The President may sign and
execute all authorized bonds, contracts or other obligations in the name of the
Corporation. The President shall have the general powers and duties of
supervision and management usually vested in the office of President of a
corporation. The President shall do and perform such other duties as may, from
time to time, be assigned to the President by the Board of Directors. Until
September 30, 2005, the President shall be the President of The Talbot Bank
unless the entire Board of Directors by two-thirds vote determines otherwise.
SECTION 4. Powers and Duties of the Vice President. The Board of
Directors may elect one or more Vice Presidents. Any Vice President (unless
otherwise provided by resolution of the Board of Directors) may sign and execute
all authorized bonds, contracts, or other obligations in the name of the
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Corporation. Each Vice President shall have such other powers and shall perform
such other duties as may be assigned to the Vice President by the Board of
Directors or by the Chairman or the President. In case of the absence or
disability of the President, the duties of that office shall be performed by any
Vice President, and the taking of any action by such Vice President in place of
the President shall be conclusive evidence of the absence or disability of the
President. Until September 30, 2005, the Corporation shall also have an
Executive Vice President, who shall also serve as the Chief Operating Officer,
who shall be the President of The Centreville National Bank of Maryland unless
the entire Board of Directors by two-thirds vote determines otherwise.
SECTION 5. Secretary. The Secretary shall give, or cause to be given,
notice of all meetings of stockholders and directors and all other notices
required by law or by these By-laws, and in case of the Secretary's absence or
refusal or neglect to do so, any such notice may be given by any person
thereunto directed by the Chairman or the President, or by the directors or
stockholders upon whose written requisition the meeting is called as provided in
these By-laws. The Secretary shall record all the proceedings of the meetings of
the stockholders and of the directors in books provided for that purpose, and
shall perform such other duties as may be assigned to him by the directors, the
Chairman, or the President. The Secretary shall have custody of the seal of the
Corporation and shall affix the same to all instruments requiring it, when
authorized by the Board of Directors, the Chairman, or the President, and attest
the same. In general, the Secretary shall perform all the duties generally
incident to the office of Secretary, subject to the control of the Board of
Directors, the Chairman, and the President.
SECTION 6. Treasurer. The Treasurer shall have custody of all the funds
and securities of the Corporation, and shall keep full and accurate account of
receipts and disbursements in books belonging to the Corporation. The Treasurer
shall deposit all moneys and other valuables in the name and to the credit of
the Corporation in such depository or depositories as may be designated by the
Board of Directors.
The Treasurer shall disburse the funds of the Corporation as may be
ordered by the Board of Directors, taking proper vouchers for such
disbursements. The Treasurer shall render to the Chairman, the President and the
Board of Directors, whenever any of them so requests, an account of all
transactions as Treasurer and of the financial condition of the Corporation.
The Treasurer shall give the Corporation a bond, if required by the
Board of Directors, in a sum, and with one or more sureties, satisfactory to the
Board of Directors, for the faithful performance of the duties of the office and
for the restoration to the Corporation in case of the Treasurer's death,
resignation, retirement or removal from office of all books, papers, vouchers,
moneys, and other properties of whatever kind in the Treasurer's possession or
under the Treasurer's control belonging to the Corporation.
The Treasurer shall perform all the duties generally incident to the
office of the Treasurer, subject to the control of the Board of Directors, the
Chairman, and the President.
SECTION 7. Assistant Secretary. The Board of Directors may appoint an
Assistant Secretary or more than one Assistant Secretary. Each Assistant
Secretary shall (except as otherwise provided by resolution of the Board of
Directors) have power to perform all duties of the Secretary in the absence or
disability of the Secretary and shall have such other powers and shall perform
such other duties as may be assigned by the Board of Directors, the Chairman, or
the President. In case of the absence or disability of the Secretary, the duties
of the office shall be performed by any Assistant Secretary, and the taking of
any action by any such Assistant Secretary in place of the Secretary shall be
conclusive evidence of the absence or disability of the Secretary.
SECTION 8. Assistant Treasurer. The Board of Directors may appoint an
Assistant Treasurer or more than one Assistant Treasurer. Each Assistant
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Treasurer shall (except as otherwise provided by resolution of the Board of
Directors) have power to perform all duties of the Treasurer in the absence or
disability of the Treasurer and shall have such other powers and shall perform
such other duties as may be assigned by the Board of Directors, the Chairman or
the President. In case of the absence or disability of the Treasurer, the duties
of the office shall be performed by any Assistant Treasurer, and the taking of
any action by any such Assistant Treasurer in place of the Treasurer shall be
conclusive evidence of the absence or disability of the Treasurer.
ARTICLE IV
CAPITAL STOCK
SECTION 1. Issue of Certificates of Stock. The certificates for shares
of the stock of the Corporation shall be of such form not inconsistent with the
Charter, or its amendments, as shall be approved by the Board of Directors. All
certificates shall be signed by the Chairman, the President or by any
Vice-President and counter-signed by the Secretary, an Assistant Secretary,
Treasurer or Assistant Treasurer, and sealed with the seal of the Corporation.
All certificates for each class of stock shall be consecutively numbered. The
name of the person owning the shares issued and the address of the holder, shall
be entered in the Corporation's books. All certificates surrendered to the
Corporation for transfer shall be canceled and no new certificates representing
the same number of shares shall be issued until the former certificate or
certificates for the same number of shares shall have been so surrendered, and
canceled, unless a certificate of stock be lost or destroyed, in which event
another may be issued in its stead upon proof of such loss or destruction and
the giving of a satisfactory bond of indemnity not exceeding an amount double
the value of the stock. Both such proof and such bond shall be in a form
approved by the general counsel of the Corporation and by the Transfer Agent of
the Corporation and by the Registrar of the stock.
SECTION 2. Transfer of Shares. Shares of the capital stock of the
Corporation shall be transferred on the books of the Corporation only by the
holder thereof in person or by the holder's attorney upon surrender and
cancellation of certificates for a like number of shares as hereinbefore
provided.
SECTION 3. Registered Stockholders. The Corporation shall be entitled
to treat the holder of record of any share or shares of stock as the holder in
fact thereof and accordingly shall not be bound to recognize any equitable or
other claim to or interest in such share in the name of any other person,
whether or not it shall have express or other notice thereof, save as expressly
provided by the Laws of Maryland.
SECTION 4. Closing Transfer Books. The Board of Directors may fix the
period, not exceeding twenty (20) days, during which time the books of the
Corporation shall be closed against transfers of stock, or, in lieu thereof, the
directors may fix a date not less than ten (10) days nor more than sixty (60)
days preceding the date of any meeting of stockholders or any dividend payment
date or any date for the allotment of rights, as a record date for the
determination of the stockholders entitled to notice of and to vote at such
meeting or to receive such dividends or rights as the case may be; and only
stockholders of record on such date shall be entitled to notice of and to vote
at such meeting or to receive such dividends or rights as the case may be.
SECTION 5. Lost Stock Certificates. The Board of Directors may
determine the conditions for issuing a new stock certificate in place of one
which is alleged to have been lost, stolen, or destroyed, or the Board of
Directors may delegate such power to any officer or officers of the Corporation.
In their discretion, the Board of Directors or such officer or officers may
require the owner of the certificate to give bond, with sufficient surety, to
indemnify the Corporation against any loss or claim arising as a result of the
issuance of a new certificate. In their discretion, the Board of Directors or
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such officer or officers may refuse to issue such new certificate save upon the
order of some court having jurisdiction in the premises.
SECTION 6. Exemption from Control Share Acquisition Statute. The
provisions of Sections 3-701 to 3-709 of the Maryland General Corporation Law
shall not apply to any share of the capital stock of the Corporation. Such
shares of capital stock are exempted from such Sections to the fullest extent
permitted by Maryland law.
ARTICLE V
BANK ACCOUNTS AND LOANS
SECTION 1. Bank Accounts. Such officers or agents of the Corporation as
from time to time shall be designated by the Board of Directors shall have
authority to deposit any funds of the Corporation in such banks or trust
companies as shall from time to time be designated by the Board of Directors and
such officers or agents as from time to time authorized by the Board of
Directors may withdraw any or all of the funds of the Corporation so deposited
in any bank or trust or trust company, upon checks, drafts or other instruments
or orders for the payment of money, drawn against the account or in the name or
behalf of this Corporation, and made or signed by such officers or agents; and
each bank or trust company with which funds of the Corporation are so deposited
is authorized to accept, honor, cash and pay, without limit as to amount, all
checks, drafts or other instruments or orders for the payment of money, when
drawn, made or signed by officers or agents so designated by the Board of
Directors until written notice of the revocation of the authority of such
officers or agents by the Board of Directors shall have been received by such
bank or trust company. There shall from time to time be certified to the banks
or trust companies in which funds of the Corporation are deposited, the
signature of the officers or agents of the Corporation so authorized to draw
against the same. In the event that the Board of Directors shall fail to
designate the persons by whom checks, drafts and other instruments or orders for
the payment of money shall be signed, as hereinabove provided in this Section,
all of such checks, drafts and other instruments or orders for the payment of
money shall be signed by the Chairman, the President or a Vice President and
counter-signed by the Secretary or Treasurer or an Assistant Secretary or an
Assistant Treasurer of the Corporation.
SECTION 2. Loans. Such officers or agents of the Corporation as from
time to time shall be designated by the Board of Directors shall have authority
to effect loans, advances or other forms of credit at any time or times for the
Corporation from such banks, trust companies, institutions, corporations, firms
or persons as the Board of Directors shall from time to time designate, and as
security for the repayment of such loans, advances, or other forms of credit to
assign, transfer, endorse, and deliver, either originally or in addition or
substitution, any or all stock, bonds, rights, and interests of any kind in or
to stocks or bonds, certificates of such rights or interests, deposits,
accounts, documents covering merchandise, bills and accounts receivable and
other commercial paper and evidences or debt at any time held by the
Corporation; and for such loans, advances, or other forms of credit to make,
execute and deliver one or more notes, acceptances or written obligations of the
Corporation on such terms, and with such provisions as to the security or sale
or disposition thereof as such officers or agents shall deem proper; and also to
sell to, or discount or rediscount with, such banks, trust companies,
institutions, corporations, firms or persons any and all commercial paper, bills
receivable, acceptances and other instruments and evidences of debt at any time
held by the Corporation, and to that end to endorse, transfer and deliver the
same. There shall from time to time be certified to each bank, trust company,
institution, corporation, firm or person so designated the signature of the
officers or agents so authorized; and each bank, trust company, institution,
corporation, firm or person is authorized to rely upon such certification until
written notice of the revocation by the Board of Directors of the authority of
such officers or agents shall be delivered to such bank, trust company,
institution, corporation, firm or person.
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ARTICLE VI
MISCELLANEOUS PROVISIONS
SECTION 1. Fiscal Year. The fiscal year of the Corporation shall begin
on the first day of January of each year.
SECTION 2. Notices. Whenever, under the provisions of these By-laws,
notice is required to be given to any director, officer or stockholder, unless
otherwise provided in these By-laws, such notice shall be deemed given if in
writing, and personally delivered, or sent by telefax, or telegram, or by mail,
by depositing the same in a post office or letter box, in a postpaid sealed
wrapper, addressed to each stockholder, officer or director, as the case may be,
at such address as appears on the books of the Corporation, or in default of any
other address, to such director, officer or stockholder, at the general post
office in the Town of Centreville, Maryland, and such notice shall be deemed to
be given at the time the same is so personally delivered, telefaxed, telegraphed
or so mailed. Any stockholder, director or officer may waive any notice required
to be given under these By-laws.
SECTION 3. Voting Upon Stocks. Unless otherwise ordered by the Board of
Directors, the President and the Vice President, or any of them, shall have full
power and authority on behalf of the Corporation to attend and to vote and to
grant proxies to be used at any meetings of stockholders of any corporation in
which the Corporation may hold stock. The Board of Directors, however, may by
resolution appoint some other person to vote such shares, in which case such
person shall be entitled to vote such shares upon the production of a certified
copy of such resolution. Until September 30, 2005, any such person voting stock
of a banking institution registered in the name of the Corporation in the
election or removal of directors of such institution must cast votes in favor of
the election or against removal of directors of such institution, unless
otherwise directed by the affirmative vote of not less than two-thirds of the
entire Board of Directors.
ARTICLE VII
AMENDMENT OF BY-LAWS
In accordance with the Charter, these By-Laws may be repealed, altered,
amended or rescinded and new by-laws may be adopted (a) by the stockholders of
the Corporation (considered for this purpose as one class) by the affirmative
vote of not less than a majority of all the votes entitled to be cast by the
outstanding shares of capital stock of the Corporation generally in the election
of directors which are cast on the matter at any meeting of the stockholders
called for that purpose (provided that notice of such proposal is included in
the notice of such meeting) or (b) by the Board of Directors by the affirmative
vote of not less than two-thirds of the Board of Directors at a meeting held in
accordance with the provisions of these By-Laws.
ARTICLE VIII
INDEMNIFICATION
SECTION 1. Definitions. As used in this Article VIII, any word or words
that are defined in Section 2-418 of the Corporations and Associations Article
of the Annotated Code of Maryland (the "Indemnification Section"), as amended
from time to time, shall have the same meaning as provided in the
Indemnification Section.
SECTION 2. Indemnification of Directors and Officers. The Corporation
shall indemnify and advance expenses to a director or officer of the Corporation
in connection with a proceeding to the fullest extent permitted by and in
accordance with the Indemnification Section. Notwithstanding the foregoing, the
Corporation shall be required to indemnify a director or officer in connection
with a proceeding commenced by such director or officer against the Corporation
or its directors or officers only if the proceeding was authorized by the Board
of Directors.
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SECTION 3. Indemnification of Other Agents and Employees. With respect
to an employee or agent, other than a director or officer of the Corporation,
the Corporation may, as determined by and in the discretion of the Board of
Directors of the Corporation, indemnify and advance expenses to such employees
or agents in connection with a proceeding to the extent permitted by and in
accordance with the Indemnification Section.
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