EXHIBIT 3
BYLAWS
FVNB CORP.
AMENDED AND RESTATED AS OF
MAY 16, 2000
ARTICLE I
OFFICES
Section 1. PRINCIPAL OFFICE. The principal office of the Company shall be
in Victoria, Texas.
Section 2. OTHER OFFICES. The Company may also have offices at such other
places both within and without the State of Texas as the Board of Directors may
from time to time determine or the business of the Company may require.
ARTICLE II
SHAREHOLDERS
Section 1. TIME AND PLACE OF MEETING. All meetings of the shareholders
shall be held at such time and at such place within or without the State of
Texas as shall be determined by the Board of Directors.
Section 2. ANNUAL MEETINGS. In the absence of an earlier meeting at such
time and place as the Board of Directors shall specify, annual meetings of the
shareholders shall be held at the principal office of the Company on the
Thursday preceding the third Tuesday of May of each year if not a legal holiday,
and if a legal holiday, then on the next full business day following, at 2:00
p.m., at which the shareholders shall elect directors and transact such other
business as may properly be brought before the meeting.
Section 3. SPECIAL MEETINGS. Special meetings of the shareholders may be
called at any time by the President, the Chairman of the Board or the Board of
Directors, and shall be called by the President or Secretary at the request in
writing of the holders of not less than twenty percent (20%) of the shares
issued outstanding and entitled to vote at the meeting. Such request shall state
the purpose or purposes of the proposed special meeting. The purpose or purposes
of any such special meeting shall be stated in the call and notice thereof.
Business transacted at special meetings of shareholders shall be confined to the
purposes stated in the notice of the special meeting.
Section 4. NOTICE. Written or printed notice stating the place, day and
hour of any shareholders' meeting, and, in the case of a special meeting, the
purpose or purposes for which the meeting is called, shall be delivered not less
than ten (10) nor more than sixty (60) days before the date of the meeting,
either personally or by mail, by or at the direction of the President,
Secretary, or the officer or person calling the meeting, to each shareholder of
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entitled to vote at such meeting, provided that the Company shall notify each
shareholder, whether or not entitled to vote, of any meeting of shareholders at
which a plan of merger or exchange is to be submitted for approval, at least
twenty (20) business days before such meeting, and that such notice shall state
that the purpose, or one of the purposes, of the meeting is to consider the plan
of merger or exchange and shall contain or be accompanied by a copy or summary
of the plan. If mailed, such notice shall be deemed to be delivered when
deposited in the United States mail, postage prepaid, to the shareholder at his
address as it appears on the stock transfer books of the Company. Any notice
required to be given to a shareholder pursuant to this Section 4 or any other
provision of these Bylaws, the Articles of Incorporation of the Company or any
provision of the Texas Business Corporation Act (herein called the "Act") need
not be given to such shareholder if (a) notice of two (2) consecutive annual
meetings of shareholders of the Company, and all notices of meetings of
shareholders of the Company held during the period between such annual meetings,
if any, or (b) all (but in no event less than two (2)) payments (if sent by
first class mail) of distributions or interest on securities of the Company
during any twelve-month period, have been mailed to such shareholder at his
address as shown on the records of the Company and have been returned
undeliverable, and any action or meeting of shareholders of the Company taken or
held without notice to such shareholder shall have the same force and effect as
if notice had been duly given to such shareholder; provided, however, that if
such shareholder delivers to the Company a written notice setting forth his or
her then current address, the requirement that notice be given to such
shareholder shall be reinstated.
Section 5. RECORD DATE. The Board of Directors may fix in advance a record
date for the purpose of determining shareholders entitled to notice of or to
vote at a meeting of shareholders, such record date to be not less than ten (10)
nor more than sixty (60) days prior to such meeting, or the Board of Directors
may close the stock transfer books for such purpose for a stated period of not
less than ten (10) nor more than sixty (60) days prior to such meeting. In the
absence of any action by the Board of Directors, the date upon which the notice
of the meeting is mailed shall be the record date. In the event that a special
meeting of shareholders is called by shareholders, the record date for
determining shareholders entitled to call such meeting shall be the date on
which the first shareholder calling such special meeting signs the call or
notice of that meeting.
Section 6. LIST OF SHAREHOLDERS. The officer or agent of the Company
having charge of the stock transfer books for shares of the Company shall make,
at least ten (10) days before each meeting of the shareholders, a complete list
of the shareholders entitled to vote at such meeting or any adjournment thereof,
arranged in alphabetical order, with the address of and the number of voting
shares held by each, which list, for a period of ten (10) days prior to such
meeting, shall be kept on file at the registered office of the Company and shall
be subject to inspection by any such shareholder at any time during usual
business hours. Such list shall also be produced and kept open at the time and
place of the meeting and shall be subject to the inspection of any shareholder
during the whole time of the meeting. The original stock transfer books shall be
prima facie evidence as to who are the shareholders entitled to examine such
list or transfer books or to vote at any meetings of shareholders.
Section 7. QUORUM. The holders of a majority of the issued and outstanding
shares entitled to vote thereat, present in person or represented by proxy,
shall constitute a quorum at all meetings of the shareholders for the
transaction of business, except as otherwise provided by the Act. If, however,
such quorum shall not be present or represented at any meeting of the
shareholders, the shareholders entitled to vote, present in person or
represented by proxy, shall have power to adjourn the meeting from time to time,
without notice other than announcement at
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the meeting, until a quorum shall be present or represented. When any adjourned
meeting is reconvened and a quorum shall be present or represented, any business
may be transacted which might have been transacted at the meeting as originally
noticed. Once a quorum is constituted, the shareholders present or represented
by proxy at a meeting may continue to transact business until adjournment,
notwithstanding the subsequent withdrawal therefrom of such number of
shareholders as to leave less than a quorum.
Section 8. VOTING. When a quorum is present at any meeting, the vote of
the holders of a majority of the shares present or represented by proxy at such
meeting and entitled to vote shall be the act of the shareholders, unless the
vote of a different number is required by the Act, the Articles of Incorporation
of the Company or these Bylaws. Each shareholder shall at every meeting of the
shareholders be entitled to one vote in person or by proxy for each share having
voting power held by such shareholder.
Section 9. PROXY. Every proxy must be executed in writing by the
shareholder or by his duly authorized attorney-in-fact, and shall be filed with
the Secretary of the Company prior to or at the time of the meeting. No proxy
shall be valid after eleven (11) months from the date of its execution unless
otherwise provided therein. Each proxy shall be revocable unless the proxy form
conspicuously states that the proxy is irrevocable and the proxy is coupled with
an interest. Proxies coupled with an interest include the appointment as proxy
of:
(a) a pledgee;
(b) a person who purchased or agreed to purchase, or owns or holds
an option to purchase, the shares covered by such proxy;
(c) a creditor of the Company who extended credit to the Company
under terms requiring appointment of the creditor as proxy;
(d) an employee of the Company whose employment contract requires
appointment of the employee as proxy; and
(e) a party to a voting agreement entered into pursuant to and in
compliance with applicable provisions of the Act.
Section 10. MEETINGS BY CONFERENCE TELEPHONE. Shareholders may participate
in and hold meetings of shareholders by means of conference telephone or similar
communications equipment by means of which all persons participating in the
meeting can hear each other, and participation in such a meeting shall
constitute presence in person at such meeting, except where a person
participates in the meeting for the express purpose of objecting to the
transaction of any business on the ground that the meeting is not lawfully
called or convened.
ARTICLE III
DIRECTORS
Section 1. NUMBER OF DIRECTORS. The number of directors of the Company
shall be at least one (1) and no more than twenty-five (25) as the Board of
Directors may determine from time to time. The number of directors may be
increased from time to time to a number greater than twenty-five (25) by
amendment of these Bylaws or by resolution adopted by the
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shareholders, but no decrease shall have the effect of reducing the term of any
incumbent director. Directors shall be elected at the annual meeting of the
shareholders, except as provided in Section 2 of this Article III, and each
director shall hold office until his successor is elected and qualified.
Directors need not be shareholders of the Company or residents of the State of
Texas.
Section 2. VACANCIES. Notwithstanding the fact that the remaining
directors may constitute less than a quorum of the Board of Directors as fixed
by Section 8 of this Article, the affirmative vote of a majority of the
remaining directors may fill any vacancy occurring in the Board of Directors
and, during the period between any two successive annual meetings of the
shareholders, may fill a maximum of two (2) vacant directorships resulting from
an increase in the number of directors. A director elected to fill a vacancy
shall be elected for the unexpired term of his predecessor in office. A
directorship to be filled by reason of an increase in the number of directors
may be filled by the Board of Directors for a term of office continuing only
until the next election of one or more directors by the shareholders. Any
directorship to be filled by reason of an increase in the number of directors
may also be filled by election at an annual meeting or at a special meeting of
shareholders called for that purpose. Any director, or the entire Board of
Directors, may be removed from office at any time, but only by the affirmative
vote of the holders of at least seventy-five percent (75%) of the then
outstanding shares of the Company entitled to vote generally in the election of
directors, voting together as a single class.
Section 3. GENERAL POWERS. The business of the Company shall be managed by
its Board of Directors, which may exercise any and all powers of the Company and
do any and all such lawful acts and things as are not by the Act, the Articles
of Incorporation of the Company or by these Bylaws directed or required to be
exercised or done by the shareholders.
Section 4. PLACE OF MEETINGS. The directors of the Company may hold their
meetings, both regular and special, either within or without the State of Texas.
Section 5. ANNUAL MEETINGS. The first meeting of each newly elected Board
of Directors shall be held without further notice on the Tuesday following the
annual meeting of the shareholders, if not a legal holiday, and if a legal
holiday, then on the next full business day following, at 2:00 p.m., and at the
same place, unless by unanimous consent of the directors then elected and
serving such time or place shall be changed.
Section 6. 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 the Board of Directors.
Section 7. SPECIAL MEETINGS. Special meetings of the Board of Directors
may be called by the President or Chairman of the Board of the Company on two
(2) days' notice to each director, with such notice to be given personally, by
mail or by telephone, facsimile, telex, telegraph or mailgram. Special meetings
shall be called by the President or Secretary of the Company in like manner and
on like notice on the written request of any three (3) directors or one (1)
director if there are fewer than three (3) directors.
Section 8. QUORUM AND VOTING. At all meetings of the Board of Directors
the presence of at least a majority of the number of directors fixed by Section
1 of this Article shall be necessary and sufficient to constitute a quorum for
the transaction of business, and the affirmative vote of at least a majority of
the directors present at any meeting at which there is a
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quorum shall be the act of the Board of Directors, except as may be otherwise
specifically provided by the Act, the Articles of Incorporation of the Company
or these Bylaws. If a quorum shall not be present at any meeting of directors,
the directors present thereat may adjourn the meeting from time to time without
notice other than announcement at the meeting, until a quorum shall be present.
Section 9. COMMITTEES. The Board of Directors may, by resolution passed by
a majority of the whole Board, designate committees, each committee to consist
of one or more directors, which committees shall have such power and authority
and shall perform such functions as may be provided in such resolution, except
that no such committee shall have the authority of the Board of Directors in
reference to amending the Articles of Incorporation; approving a plan of merger
or consolidation; recommending to the shareholders the sale, lease, or exchange
of all or substantially all of the property and assets of the Company otherwise
than in the usual and regular course of its business; recommending to the
shareholders a voluntary dissolution of the Company or a revocation thereof;
amending, altering, or repealing the Bylaws of the corporation or adopting new
Bylaws for the Company; filling vacancies in the Board of Directors or any
committee; filling any directorship to be filled by reason of an increase in the
number of directors; electing or removing officers or members of any committee;
fixing the compensation of any member of a committee; altering or repealing any
resolution of the Board of Directors which by its terms provides that it shall
not be so amendable or repealable; and, unless the resolution expressly so
provides, no committee shall have the power or authority to declare a dividend
or to authorize the issuance of shares of the Company. Such committee or
committees shall have such name or names as may be designated by the Board of
Directors and shall keep regular minutes of their proceedings and report the
same to the Board of Directors when required.
Section 10. COMPENSATION OF DIRECTORS. By resolution of the Board of
Directors, the Directors may receive a fixed sum and expenses of attendance, if
any, for attendance at regular or special meetings of the Board of Directors;
provided that nothing herein contained shall be construed to preclude any
director or directors from serving the Company in any other capacity and
receiving compensation therefor.
Section 11. ACTION BY WRITTEN CONSENT. Any action required or permitted to
be taken at any meeting of the Board of Directors or of any committee designated
by the Board of Directors may be taken without a meeting if a written consent,
setting forth the action so taken, is signed by all the members of the Board of
Directors or of such committee, and such consent shall have the same force and
effect as a unanimous vote at a meeting.
Section 12. MEETINGS BY CONFERENCE TELEPHONE. Members of the Board of
Directors or members of any committee designated by the Board of Directors may
participate in and hold a meeting of such Board or committee by means of
conference telephone or similar communications equipment by means of which all
persons participating in the meeting can hear each other, and participation in
such a meeting shall constitute presence in person at such meeting, except where
a person participates in the meeting for the express purpose of objecting to the
transaction of any business on the ground that the meeting is not lawfully
called or convened.
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Section 13. RESIGNATIONS. Each director shall have the right to resign at
any time upon written notice of such resignation to the Chairman of the Board or
Secretary of the Company. Unless otherwise specified in such written notice, the
resignation shall take effect upon the receipt thereof, and acceptance of such
resignation shall not be necessary to make same effective.
ARTICLE IV
NOTICES
Section 1. FORM OF NOTICE. Whenever under the provisions of the Act, the
Articles of Incorporation of the Company or these Bylaws notice is required to
be given to any director or shareholder, and no provision is made as to how such
notice shall be given, notice shall not be construed to mean personal notice,
but any such notice may be given in writing, by mail, postage prepaid, addressed
to such director or shareholder at such address as appears on the books of the
Company, or by facsimile, telex, telegraph or mailgram. Any notice required or
permitted to be given by mail shall be deemed to be given at the time when the
same is deposited, postage prepaid, in the United States mail as aforesaid.
Section 2. WAIVER. Whenever any notice is required to be given to any
director or shareholder of the Company under the provisions of the Act, the
Articles of Incorporation of the Company or these Bylaws, a waiver thereof in
writing signed by the person or persons entitled to such notice, whether signed
before or after the time stated in such waiver, shall be deemed equivalent to
the giving of such notice.
ARTICLE V
OFFICERS
Section 1. IN GENERAL. The officers of the Company shall be elected by the
Board of Directors and shall be a President, a Secretary and a Principal
Accounting Officer. The Board of Directors may also, if it chooses to do so,
elect one or more Vice Presidents, one or more Assistant Secretaries and such
other officers and agents as it shall deem necessary, all of whom shall also be
officers of the Company. Two or more offices may be held by the same person. The
Board of Directors may also, if it chooses to do so, elect a Chairman of the
Board, a Vice Chairman of the Board, an Honorary Chairman, a Chairman Emeritus
and a Senior Chairman, but none of such positions shall be deemed to be an
officer position of the Company.
Section 2. ELECTION. The Board of Directors at its first meeting after
each annual meeting of the shareholders shall elect a President and, if it so
chooses, may elect a Chairman of the Board, both of whom shall be members of the
Board of Directors, but the other officers need not be members of the Board of
Directors. The Board of Directors shall in addition elect at such meeting a
Secretary and a Principal Accounting Officer and may appoint such other officers
and agents as it shall deem necessary, and may determine the salaries of all
officers and agents from time to time. The officers shall hold office until
their successors are duly elected and qualified. Any officer elected or
appointed by the Board of Directors may be removed, for or without cause, at any
time by a majority vote of the whole Board of Directors. Election or appointment
of an officer or agent shall not of itself create contract rights.
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Section 3. CHAIRMAN. The Chairman of the Board of Directors, if there be a
Chairman, shall preside at all meetings of the shareholders and the Board of
Directors and shall have such other powers as may from time to time be assigned
by the Board of Directors. The Chairman of the Board shall not be deemed to be
an officer of the Company.
Section 4. PRESIDENT. The President shall be the chief executive officer
of the Company, shall preside at all meetings of the shareholders and the Board
of Directors if a Chairman of the Board has not been elected, shall have
authority and responsibility for the general and active management of the
business of the Company and shall see that all orders and resolutions of the
Board of Directors are carried into effect. Subject to the prior approval of the
Board of Directors, the President shall execute all contracts, mortgages,
conveyances or other legal instruments in the name of and on behalf of the
Company, but this provision shall not prohibit the delegation of such powers by
the Board of Directors to some other officer, agent or attorney-in-fact of the
Company.
Section 5. VICE PRESIDENTS. The Vice President, if any, or if there be
more than one, the Vice Presidents in the order of their seniority or in any
other order determined by the Board of Directors, shall, in the absence or
disability of the President, perform the duties and exercise the powers of the
President, and shall generally assist the President and perform such other
duties as the Board of Directors shall prescribe.
Section 6. SECRETARY. The Secretary shall attend all sessions of the Board
of Directors and all meetings of the shareholders and shall record all votes and
the minutes of all such proceedings in a book to be kept for that purpose, and
shall perform like duties for any committees of the Board when required. The
Secretary shall give, or cause to be given, notice of all meetings of the
shareholders and special meetings of the Board of Directors, and shall perform
such other duties as may be prescribed by the Board of Directors or President,
under whose supervision he or she shall be. The Secretary shall keep in safe
custody the seal of the Company, if any.
Section 7. ASSISTANT SECRETARIES. Any Assistant Secretary shall, in the
absence or disability of the Secretary, perform the duties and exercise the
powers of the Secretary and shall perform such other duties as may be prescribed
by the Board of Directors or the President.
Section 8. PRINCIPAL ACCOUNTING OFFICER. The Principal Accounting Officer
shall have the custody of all corporate funds and securities, shall keep full
and accurate accounts of receipts and disbursements of the Company, and shall
deposit all moneys and other valuable effects in the name of and to the credit
of the Company in such depositories as may be designated by the Board of
Directors. The Principal Accounting Officer shall disburse the funds of the
Company as may be ordered by the Board of Directors, taking proper vouchers for
such disbursements, shall render to the President and directors, at the regular
meetings of the Board of Directors or whenever they may otherwise require, an
account of all of his or her transactions as Principal Accounting Officer and of
the financial condition of the Company, and shall perform such other duties as
may be prescribed by the Board of Directors or the President.
Section 9. RESIGNATIONS. Each officer shall have the right to resign at
any time upon written notice of such resignation to the President or the Board
of Directors. Unless otherwise specified in such written notice, the resignation
shall take effect upon the receipt thereof, and acceptance of such resignation
shall not be necessary to make same effective.
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ARTICLE VI
CERTIFICATES REPRESENTING SHARES
Section 1. FORM OF CERTIFICATES. The Company shall deliver certificates
representing all shares to which shareholders are entitled. Certificates
representing shares of the Company shall be in such form as shall be determined
by the Board of Directors and shall be numbered consecutively and entered in the
books of the Company as they are issued. Each certificate shall state on the
face thereof the holder's name, the number and class of shares, and the par
value of the shares or a statement that the shares are without par value. Each
certificate shall be signed by the President or a Vice President and the
Secretary or an Assistant Secretary of the Company, and may be sealed with the
seal of the Company or a facsimile thereof if the Company shall then have a
seal. The signatures of the Company's officers on any such certificate or
certificates may be facsimiles. In case any officer or officers who have signed,
or whose facsimile signature or signatures have been used on, such certificate
or certificates shall cease to be such officer or officers of the Company,
whether because of death, resignation or otherwise, before such certificate or
certificates have been delivered by the Company or its agents, such certificate
or certificates may nevertheless be adopted by the Company and be issued and
delivered as though the person or persons who signed the certificate or
certificates or whose facsimile signature or signatures have been used thereon
had not ceased to be such officer or officers of the Company.
Section 2. LOST CERTIFICATES. The Board of Directors may direct that a new
certificate be issued in place of any certificate theretofore issued by the
Company which is alleged to have been lost or destroyed, upon the making of an
affidavit of that fact by the person claiming the certificate to be lost or
destroyed. When authorizing the issue of a new certificate, the Board of
Directors, in its discretion and as a condition precedent to the issuance
thereof, may require the owner of the lost or destroyed certificate, or his
legal representative, to advertise the same in such manner as it shall require
and/or give the Company a bond in such form, in such sum, and with such surety
or sureties as it may direct as indemnity against any claim that may be made
against the Company with respect to the certificate alleged to have been lost or
destroyed.
Section 3. TRANSFER OF SHARES. Shares of stock shall be transferable only
on the books of the Company by the holder or holders thereof in person or by
his, her or their duly authorized attorney or attorneys and, upon surrender to
the Company or to the transfer agent of the Company of a certificate
representing shares duly endorsed or accompanied by proper evidence of
succession, assignment or authority to transfer, it shall be the duty of the
Company or the transfer agent of the Company to issue a new certificate to the
person entitled thereto, cancel the old certificate and record the transaction
upon its books.
Section 4. REGISTERED SHAREHOLDERS. The Company shall be entitled to
recognize the holder or holders of record of any share or shares of stock as the
holder or holders in fact thereof, and, accordingly, shall not be bound to
recognize any equitable or other claim to or interest in such share or shares on
the part of any other person, whether or not it shall have express or other
notice thereof, except as otherwise provided by law.
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ARTICLE VII
GENERAL PROVISIONS
Section 1. DIVIDENDS AND OTHER DISTRIBUTIONS. Dividends and other
distributions made upon or with respect to the outstanding shares of the
Company, subject to the provisions of the Act and of the Articles of
Incorporation of the Company, may be declared by the Board of Directors at any
regular or special meeting. Dividends may be declared and paid in cash, in
property or in shares of the Company, and other distributions may be declared
and paid in cash or property, provided that all such declarations and payments
of dividends and other distributions shall be in strict compliance with all
applicable laws and the Articles of Incorporation of the Company. The Board of
Directors may fix in advance a record date for the purposes of determining
shareholders entitled to receive payment of any dividend or other distribution,
such record date to be not more than sixty (60) days prior to the payment date
of such dividend or other distribution, or the Board of Directors may close the
stock transfer books for such purpose for a period of not more than sixty (60)
days prior to the payment date of such dividend or other distribution. In the
absence of any action by the Board of Directors, the date upon which the Board
of Directors adopts the resolution declaring such dividend or other distribution
shall be the record date. Any dividend or other distribution declared pursuant
to this Section 1 shall be payable to the persons registered as shareholders of
the Company in the Company's stock transfer books as of the record date for such
dividend or other distribution as set pursuant to this Section 1, and the person
in whose name shares are registered in the stock transfer books of the Company
as of such record date shall be deemed to be the owner of the shares so
registered in his name at such time.
Section 2. FISCAL YEAR. The fiscal year of the Company shall be the
twelve-month period ending on December 31 of each year.
Section 3. SEAL. The Company may by resolution of the Board of Directors
adopt and have a seal, and said seal may be used by causing it or a facsimile
thereof to be impressed or affixed or in any manner reproduced. Any officer of
the Company shall have authority to affix the seal to any document requiring it.
Section 4. ANNUAL STATEMENT. The Board of Directors shall present to the
shareholders at each annual meeting, and, when called for by vote of the
shareholders, at any special meeting, a full and clear statement of the business
and condition of the Company.
ARTICLE VIII
INDEMNITY
Section 1. INDEMNIFICATION. The Company shall indemnify its directors and
officers from and against any and all liabilities, costs and expenses incurred
by them in such capacities to the fullest extent permitted by the Act, as
presently in effect and as may be hereafter amended, and shall have the power to
purchase and maintain liability insurance coverage for those persons or make and
maintain other arrangements on such persons' behalf as, and to the fullest
extent, permitted by the Act, as presently in effect and as may be hereafter
amended.
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Section 2. INDEMNIFICATION NOT EXCLUSIVE. The rights of indemnification
and reimbursement provided for in Section 1 of this Article VIII shall not be
deemed exclusive of any other rights to which any such director or officer may
be entitled under the Articles of Incorporation, any Bylaws, agreement or vote
of shareholders, or as a matter of law or otherwise.
ARTICLE IX
BYLAWS
Section 1. AMENDMENTS. These Bylaws may be altered, amended or repealed,
or new Bylaws adopted, only (i) by the affirmative vote of the holders of at
least seventy-five percent (75%) of the Company's shares entitled to vote on
such matter, or (ii) by a majority vote of the whole Board of Directors, subject
to the power of the shareholders of the Company to change such action of the
Board of Directors by the affirmative vote of the holders of at least
seventy-five percent (75%) of the Company's shares entitled to vote on such
matter.
Section 2. WHEN BYLAWS SILENT. It is expressly recognized that when the
Bylaws are silent as to the manner of performing any corporate function, the
provisions of the Act shall control.
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