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Exhibit 3.2
SHORE BANCSHARES, INC.
BYLAWS
(As amended and restated on April 20, 1999
and amended on July 25, 2000)
ARTICLE I
Stockholders
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SECTION 1. Annual Meeting. The annual meeting of the stockholders of
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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
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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, and shall be called by
the Chairman, the President, or Secretary, or any director of the Corporation
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. The
person to whom such request was made shall provide an estimate of the cost of
the mailing and, upon payment of such cost, the notice of the meeting shall be
mailed by the Corporation.
If the person to whom such request in writing is made shall fail to
issue a call for such meeting within ten (10) days after receipt of such
request, then a majority of the Board of Directors or the stockholders owning of
record a majority in amount of the stock of the Corporation, issued, outstanding
and entitled to vote, may do so by giving ten (10) days' prior written notice of
the time, place and object of the meeting in the manner set forth in Article I,
Section 4 hereof. Business transacted at all special meetings of stockholders
shall be confined to the purpose or purposes stated in the notice of the
meeting.
SECTION 3. Place of Holding Meetings. All meetings of stockholders
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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. Written notice of each meeting of the
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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.
SECTION 5. Quorum. The presence in person or by proxy of the holders
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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,
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by the Articles of Incorporation or by these Bylaws. If less than 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, without any notice other than by
announcement at the meeting, until a quorum shall attend. At any adjourned
meeting at which a quorum shall attend, any business may be transacted which
might have been transacted if the meeting had been held as originally called.
SECTION 6. Organization. Meetings of stockholders shall be presided
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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. At all meetings of stockholders, every
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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,
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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 Articles of
Incorporation or by these Bylaws.
If the chairman of the meeting shall so determine, a vote by ballot
may be taken upon any election or matter, and the vote shall be so taken upon
request of the holders of a majority of the stock entitled to vote on such
election or matter. In either of such events, the proxies and ballots shall be
received and be taken in charge and all questions touching the qualification of
voters and the validity of proxies and the acceptance or rejection of votes,
shall be decided by the tellers. Such tellers shall be appointed by the Board
of Directors prior to the meeting.
ARTICLE II
Board of Directors
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SECTION 1. General Powers. The property and business of the
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Corporation shall be managed by the Board of Directors of the Corporation.
SECTION 2. Number of Directors. The number of directors shall be
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three (3) or such other number, but not less than three (3) nor more than
twenty-five (25), as may be designated from time to time by resolution of a
majority of the entire Board of Directors.
SECTION 3. Election and Term of Office. The Board of Directors shall
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be divided into classes as described in the Articles of Incorporation. 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. Election of
Directors need not be by written ballot, unless required by these Bylaws.
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SECTION 4. Nomination of Directors. Nomination for election of
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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. Notice by a stockholder of
intention to make any nominations shall be made in writing and shall be
delivered or mailed to the Chairman of the Board or the President of the
Corporation 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. Such notification shall contain
the following information to the extent known by the notifying stockholder (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; (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; and (g) 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. In the case of any vacancy in the Board of
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Directors through death, resignation, disqualification, removal or other cause,
the remaining directors, by affirmative vote of the majority thereof, may elect
a successor to hold office for the unexpired portion of the term of a director
whose place shall be vacant, and until the election of his successor, or until
he shall be removed, prior thereto by an affirmative vote of the holders of a
majority of the stock.
Similarly and in the event of the number of directors being increased
as provided in these Bylaws, the additional directors so provided for shall be
elected by the directors already in office, and shall hold office until the next
annual meeting of stockholders and thereafter until his or their successors
shall be elected.
A director of the Corporation may only be removed during the
director's term of office for cause, which means a final unappealable criminal
conviction of a felony, unsound mind, adjudication of bankruptcy, or action that
causes material injury to the Corporation, by the affirmative vote of a majority
of the entire Board of Directors of the Corporation (exclusive of the director
being considered for removal) or by the affirmative vote of a majority of the
outstanding capital stock of the Corporation entitled to vote for the election
of directors. Stockholders shall not have the right to remove directors without
such cause. Any attempt or special meeting of stockholders to remove a director
for cause shall be permitted only after notice to the director describing the
specific charges constituting cause thereunder, and a hearing at which the
director has a full opportunity to refute the charges.
SECTION 6. Place of Meeting. The Board of Directors may hold their
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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
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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
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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
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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.
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
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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 Articles of Incorporation
or by these Bylaws.
SECTION 10. Compensation of Directors. Directors may receive a fixed
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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. Committees. The Board of Directors may, by resolution
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passed by a majority of the whole Board, designate one or more committees, each
committee to consist of two or more of the directors of the Corporation, which,
to the extent provided in the resolution, shall have and may exercise the powers
of the Board of Directors, and may authorize the seal of the Corporation to be
affixed to all papers which may require it. Such committee or committees shall
have such names as may be determined from time to time by resolution adopted by
the Board of Directors.
SECTION 12. Exemption from Subtitle 7 of Title 3 of the Maryland
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General Corporation Law. An acquisition of shares of stock of the Corporation
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pursuant to any Stock Option Agreement (or the Plan and Agreement to Merge
related thereto) executed by the Corporation for the benefit of Talbot
Bancshares, Inc. shall be exempt from Subtitle 7 of Title 3 of the Maryland
General Corporation Law.
ARTICLE III
Officers
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SECTION 1. Election, Tenure, and Compensation. The officers of the
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Corporation shall be a Chairman, a Vice Chairman, 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
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time may consider necessary for the proper conduct of the business of the
Corporation. The officers shall be elected annually by the Board of Directors at
its first meeting following the annual meeting of the stockholders. The Chairman
and the President shall be directors 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 Bylaws 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 shall
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preside at all meetings of the stockholders and of the Board of Directors unless
the Board of Directors shall, by a majority vote of a quorum thereof elect an
individual other than the Chairman to preside at meetings of the Board of
Directors. 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 Vice Chairman. In case of the
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absence or disability of the Chairman, the duties of that office shall be
performed by the Vice Chairman. The Vice Chairman shall do and perform such
other duties, as may from time to time be assigned by the Chairman or by the
Board of Directors.
SECTION 4. Powers and Duties of the President. The President shall
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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.
SECTION 5. Powers and Duties of the Vice President. The Board of
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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
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.
SECTION 6. Secretary. The Secretary shall give, or cause to be
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given, notice of all meetings of stockholders and directors and all other
notices required by law or by these Bylaws, 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 Bylaws. The Secretary shall record all the
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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 7. Treasurer. The Treasurer shall have custody of all the
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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 8. Assistant Secretary. The Board of Directors may appoint
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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 9. Assistant Treasurer. The Board of Directors may appoint
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an Assistant Treasurer or more than one Assistant Treasurer. Each Assistant
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.
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ARTICLE IV
Capital Stock
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SECTION 1. Issue of Certificates of Stock. The certificates for
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shares of the stock of the Corporation shall be of such form not inconsistent
with the Certificate of Incorporation, 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
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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
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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
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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.
ARTICLE V
Bank Accounts and Loans
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SECTION 1. Bank Accounts. Such officers or agents of the Corporation
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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
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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
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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.
ARTICLE VI
Miscellaneous Provisions
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SECTION 1. Fiscal Year. The fiscal year of the Corporation shall
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begin on the first day of January of each year.
SECTION 2. Notices. Whenever, under the provisions of these Bylaws,
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notice is required to be given to any director, officer or stockholder, unless
otherwise provided in these Bylaws, 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
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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 Bylaws.
SECTION 3. Voting Upon Stocks. Unless otherwise ordered by the Board
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of Directors, the Chairman, 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.
ARTICLE VII
Amendment of Bylaws
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The Board of Directors and the stockholders shall each have full power
to amend, alter or repeal these Bylaws, or any provision thereof, and may from
time to time make additional Bylaws. Any amendment to the Bylaws by the
stockholders shall be made at any annual meeting as part of the general business
of such meeting, or at any special meeting provided there was stated in the
notice of such meeting given to the stockholders the substance of such proposed
alteration or repeal.
ARTICLE VIII
Indemnification
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SECTION 1. Definitions. As used in this Article VIII, any word or
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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
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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.
SECTION 3. Indemnification of Other Agents and Employees. With
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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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