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Exhibit 3.2
CODE OF REGULATIONS
OF
OHIO LEGACY CORP
MEETINGS OF SHAREHOLDERS
SECTION 1. PLACE OF MEETING.
All meetings of the shareholders shall be held at the offices of the Corporation
in [City], Ohio, or elsewhere, within or without the State of Ohio, as may be
decided from time to time by the Board of Directors and indicated in the notice
of the meeting.
SECTION 2. ANNUAL MEETING.
The annual meeting of shareholders of the Corporation shall be held at 10:00
a.m., on the second Tuesday after the fifteenth day of April in each year, if
not a legal holiday, but if a legal holiday, then on the next succeeding
business day, or such other time and date as may be determined by the Board of
Directors. Directors shall be elected thereat to succeed the directors whose
terms are expiring that year, and such other business transacted as may be
specified in the notice of the meeting, or as may properly be brought before the
meeting. In the event that the annual meeting is not held or if directors are
not elected thereat, a special meeting may be called and held for that purpose.
SECTION 3. SPECIAL MEETINGS.
Special meetings of the shareholders may be held on any business day when called
by the Chairman of the Board, the President, the Board of Directors at a
meeting, a majority of the directors acting without a meeting, or by holders of
not less than fifty percent (50%) of the outstanding voting stock of the
Corporation.
SECTION 4. NOTICE OF MEETINGS.
A written or printed notice of every annual or special meeting of the
shareholders stating the time, place and purposes thereof shall be given to each
shareholder entitled to vote thereat and to each shareholder entitled to notice
as provided by law, which notice unless served upon a shareholder in person
shall be mailed to his last address appearing on the records of the Corporation,
not less than seven (7) days nor more than sixty (60) days prior to the date of
the meeting. It shall be the duty of the Secretary to give written notice of the
annual meeting, and of each special meeting when requested to do so by the
officer, directors or shareholders calling such meeting. Any shareholder may
waive in writing any notice of any meeting required to be given by law or under
these Regulations and, by attendance or voting at any meeting without protesting
the lack of proper notice, shall be deemed to have waived notice thereof. Any
person who, by operation of law transfer, or any other means whatsoever, shall
become entitled to any shares, shall be
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bound by every notice in respect of such share or shares that was duly given to
the person from whom he derives his title to such shares prior to the entering
of his name and address on the records of the Corporation.
SECTION 5. BUSINESS TO BE CONDUCTED AT MEETINGS.
At any meeting of shareholders, only such business shall be conducted as shall
have been properly brought before the meeting. To be properly brought before a
meeting of shareholders, business must be specified in the notice of meeting (or
any supplement thereto) given by or at the direction of the Directors, otherwise
properly brought before the meeting by or at the direction of the directors or
otherwise properly brought before the meeting by a shareholder. For business to
be properly brought before a meeting of shareholders by a shareholder, the
shareholder must have given timely notice thereof in writing to the Secretary of
the Corporation. To be timely, a shareholder's notice must be delivered to or
mailed and received at the principal executive offices of the Corporation not
less than sixty (60) days nor more than ninety (90) days prior to the meeting;
provided, however, that in the event that less than seventy-five (75) days'
notice or prior public disclosure of the date of the meeting is given or made to
the shareholders, notice by the shareholder to be timely must be so received not
later than the close of business on the fifteenth (15th) day following the
earlier of the day on which such notice of the date of the meeting was mailed or
such public disclosure was made. A shareholder's notice to the Secretary shall
set forth as to each matter the shareholder proposes to bring before the meeting
(i) a brief description of the business desired to be brought before the meeting
and the reasons for conducting such business at the meeting; (ii) the name and
record address of the shareholder proposing such business; (iii) the class and
number of shares of the Corporation which are beneficially owned by such
shareholder; and (iv) any material interest of such shareholder in such
business. Notwithstanding anything in the Regulations of the Corporation to the
contrary, no business shall be conducted at a meeting of shareholders except in
accordance with the procedures set forth in this Section 5. The Chairman of the
meeting of shareholders may, if the facts warrant determine and declare to the
meeting that business was not properly brought before the meeting in accordance
with the provisions of this Section 5, and if he should so determine, any such
business shall not be transacted
SECTION 6. VOTING AND PROXIES.
At all meetings of shareholders, only such shareholders shall be entitled to
vote, in person or by proxy, who appear upon the records of the Corporation as
the holders of stock at the time possessing voting power, or if a record date be
fixed as hereinafter provided, those appearing as such on such record date.
Except as otherwise provided in the Corporation's Articles of Incorporation, at
each meeting of the shareholders, every shareholder having the right to vote
shall be entitled to vote in person or by proxy appointed by an instrument in
writing, subscribed by such shareholder and bearing a date not more than eleven
(11) months prior to said meeting unless such instrument specifies the date on
which it is to expire or the length of time it is to continue in force.
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SECTION 7. QUORUM AND ADJOURNMENTS.
Except as may be otherwise required by law or by the Articles of Incorporation
or by these Regulations, the holders of a majority of the then outstanding
shares entitled to vote at a shareholders' meeting shall constitute a quorum to
hold such meeting; provided, however, that any meeting duly called, whether a
quorum is present or otherwise may, by vote of the holders of a majority of the
voting stock represented thereat, adjourn from time to time and from place to
place without notice other than by announcement at such meeting.
DIRECTORS
SECTION 8. NUMBER; NOMINATION.
The number of directors of the Corporation may be determined by the vote of the
holders of a majority of the shares represented at any annual meeting or special
meeting called for the purpose of electing directors or by resolution adopted by
affirmative vote of a majority of the directors then in office, provided that
the number of directors shall in no event be fewer than seven (7) nor more than
twelve (12). When so fixed, such number shall continue to be the authorized
number of directors until changed by the shareholders or directors by vote as
aforesaid. No decrease in the number of directors shall have the effect of
removing any director prior to the expiration of the term for which he was
elected.
Only persons who are nominated in accordance with the following procedures
shall be eligible for election as directors. Nominations of persons for election
as directors of the Company may be made at a meeting of shareholders by or at
the direction of the directors, by any nominating committee or person appointed
by the directors, or by any shareholder of the Company entitled to vote for the
election of directors who complies with the notice procedures set forth in this
Section 8. Nominations by shareholders shall be made pursuant to timely notice
in writing to the Secretary of the Company. To be timely, a shareholder's notice
shall be delivered to or mailed and received at the principal executive offices
of the Company not less than sixty (60) days nor more than ninety (90) days
prior to the meeting; provided, however, that in the event that less than
seventy-five (75) days' notice or prior public disclosure of the date of the
meeting is given or made to shareholders, notice by the shareholder to be timely
must be so received not later than the close of business on the fifteenth (15th)
day following the earlier of the day on which such notice of the date of the
meeting was mailed or such public disclosure was made. Such shareholder's notice
shall set forth: (a) as to each person who is not an incumbent director whom the
shareholder proposes to nominate for election as a director, (i) the name, age,
business address and residence address of such person, (ii) the principal
occupation or employment of such person, (iii) the class and number of shares of
the Company which are beneficially owned by such person, and (iv) any other
information relating to such person that is required to be disclosed in
solicitations for proxies for election of directors pursuant to Regulation 14A
under the Securities Exchange Act of
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1934 (or any comparable successor rule or regulation under such Act); and (b) as
to the shareholder giving the notice (i) the name and record address of such
shareholder, and (ii) the class and number of shares of the Company which are
beneficially owned by such shareholder. Such notice shall be accompanied by the
written consent of each proposed nominee to serve as a director of the Company,
if elected. No person shall be eligible for election as a director of the
Company unless nominated in accordance with the procedures set forth in this
Section 8. The Chairman of the meeting may, if the facts warrant, determine and
declare to the meeting that a nomination was not made in accordance with the
provisions of this Section 8, and if he should so determine the defective
nomination shall be disregarded.
SECTION 9. CLASSIFICATION, ELECTION AND TERM OF OFFICE.
Unless there shall be less than nine (9) directors, the directors shall be
divided into three (3) classes, designated Class 1, Class II and Class III, as
nearly equal in size as possible, and one of the classes shall be elected for a
three-year term of office at each annual shareholders meeting. If there shall be
less than nine (9) directors, the directors shall be divided into as many
classes as permitted by applicable law and the number of directors shall be
divided among the classes as nearly equal as possible. 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 elected to fill a vacancy
resulting from an increase in such class shall hold office for a term that shall
coincide with the remaining term of such class, but in no case will a decrease
in the number of directors in a particular class shorten the term of any
incumbent director. A director shall hold office until the annual meeting for
the year in which his term expires and his successor shall be elected and shall
qualify, subject, however, to prior death, resignation, or removal from office.
SECTION 10. REMOVAL.
Except as otherwise provided by law, all the Directors or all the Directors of a
particular class, or any individual Director, may be removed from office with or
without assigning any cause, by the affirmative vote of at least eighty percent
(80%) of the outstanding voting stock present in person or represented by proxy,
entitled to vote in respect thereof, at an annual meeting or at any special
meeting duly called.
SECTION 11. VACANCIES.
Whenever any vacancy shall occur among the directors, the remaining Directors
shall constitute the directors of the Corporation until such vacancy is filled
or until the number of Directors is changed pursuant to Section 8 hereof. Except
in cases where a Director is removed as provided by law and these Regulations
and his successor is elected by the shareholders, the remaining directors may;
by a vote of a majority of their number, fill any vacancy for the unexpired
term. A majority of the Directors then in office may also fill any vacancy that
results from an increase in the number of Directors.
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SECTION 12. ORGANIZATION MEETING.
Immediately after each annual meeting of the shareholders, or each special
meeting held in lieu thereof, the Board of Directors, including the newly
elected members, if a quorum thereof is present, shall hold an organization
meeting at the same place or at such other place within a 10 mile radius as may
have been fixed by the Chairman of the Board or the President prior to such
meeting of the shareholders, provided that the Directors and nominees present
are advised of the different location, for the purpose of electing officers and
transacting any other business. Notice of such meeting need not be given. If for
any reason such organization meeting is not held at such time, a special meeting
for such purpose shall be held as soon thereafter as practicable.
SECTION 13. REGULAR MEETINGS.
Regular meetings of the Board of Directors for the transaction of any business
may be held at such times and places as may be determined by the Board of
Directors. The Secretary shall give to each director at least five (5) days
written notice of each such meeting.
SECTION 14. SPECIAL MEETINGS.
Special meetings of the Board of Directors may be held at any time or place upon
call by the Chairman of the Board, the President, or any five directors. Notice
of each such meeting shall be given to each director by letter, telegram or
telephone or in person not less than forty-eight (48) hours prior to such
meeting; provided, however, that such notice shall be deemed to have been waived
by the Directors attending or voting at any such meeting, without protesting the
lack of proper notice, and may be waived in writing or by telegram by any
Director either before or after such meeting. Unless otherwise limited in the
notice thereof, any business may be transacted at any organization, regular or
special meeting.
SECTION 15. QUORUM.
At all meetings of the Board of Directors a majority of the Directors in office
at the time shall constitute a quorum for the transaction of business.
SECTION 16. COMPENSATION.
If so determined by the Board of Directors, all or any members of the Board of
Directors or of any committee of the Board shall be paid for their services and
given such benefits as may be determined from time to time by the Board of
Directors; and such compensation may be in addition to that received by any
director or any member of a committee as an officer or employee of the
Corporation. Non-resident members may be reimbursed for expenses reasonably
incurred by them in attending such meetings.
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SECTION 17. APPOINTMENT.
The Board of Directors may from time to time, by resolution passed by a majority
of the whole Board, appoint certain of its members, but not less than three (3)
in any case, to act as a committee or committees in the intervals between
meetings of the Board and may delegate to such committee or committees any of
the authority of the Board, however conferred (subject to the control and
direction of the Board) other than the power to fill any vacancy among the
Directors or in any committee of the Directors. The authority of any committee
of the directors shall be subject to any limitations and conditions set by the
Board. Any act or authorization of an act by any such committee within the
authority delegated to it shall be as effective for all purposes, as the act or
authorized action of the Directors. All action or authorization of action by any
committee shall be reported to the Board of Directors at its first meeting
thereafter, and, if the rights of third parties have not intervened, shall be
subject to revision or rescission by the Board. In every case, the affirmative
vote of a majority or the consent of all of the members of a committee shall be
necessary for the approval of any action, but action may be taken by a committee
without a formal meeting or written consent.
SECTION 18. EXECUTIVE COMMITTEE.
In particular, the Board of Directors may create from its membership and define
the powers and duties of an Executive Committee. During the intervals between
meetings of the Board of Directors, the Executive Committee shall possess and
may exercise under the control and direction of the Board all of the powers of
the Board of Directors in the management and control of the business of the
Corporation. All action taken by the Executive Committee shall be reported to
the Board of Directors at its first meeting thereafter, and, if the rights of
third parties have not intervened, shall be subject to revision or rescission by
the Board. In every case, the affirmative vote of a majority or the consent of
all of the members of the Executive Committee shall be necessary for the
approval of any action, but action may be taken by the Executive Committee
without a formal meeting or written consent. The Executive Committee shall meet
at the call of any member thereof.
OFFICERS
SECTION 19. OFFICERS DESIGNATED.
The officers of the Corporation shall be elected by the Board of Directors at
their organization meeting or at a special meeting held in lieu thereof. The
officers of the Corporation shall consist of the President, a Secretary and a
Treasurer, and, if so determined by the Board of Directors, a Chairman of the
Board, one or more Vice Presidents, a Controller and such other officers and
assistant officers as the Board may determine. The Chairman of the Board shall
be elected from among the directors. The other officers may, but need not be,
elected from among the Directors. Any two offices
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may be held by the same person, but in any case where the action of more than
one officer is required no one person shall act in more than one capacity.
SECTION 20. TENURE OF OFFICE.
The officers of the Corporation shall hold office until the next organization
meeting of the Board of Directors and until their respective successors are
chosen and qualified, except in case of resignation, death or removal. The Board
of Directors may remove any officer at any time with or without cause by a
majority vote of the directors in office at the time. A vacancy, however
created, in any office may be filled by the Board of Directors.
SECTION 21. POWERS AND DUTIES OF OFFICERS IN GENERAL.
The powers and duties of the officers shall be exercised in all cases subject to
such directions as the Board of Directors may see fit to give. The respective
powers and duties hereinafter set forth are subject to alteration by the Board
of Directors. The Board of Directors is also authorized to delegate the duties
of any officer to any other officer, employee or committee and to require the
performance of duties in addition to those provided for herein.
SECTION 22. CHAIRMAN OF THE BOARD.
The Chairman of the Board shall preside at meetings of the Board of Directors
and, if the Chairman of the Board is the chief executive officer of the
Corporation, at meetings of the shareholders.
SECTION 23. PRESIDENT.
The President shall preside at all meetings of the shareholders and directors
where the Chairman of the Board does not preside.
SECTION 24. VICE PRESIDENTS.
In the absence or disability of the President, the Vice Presidents, in the order
designated by the Board of Directors, shall perform the duties of the President.
If so determined by the Board of Directors, a Vice President may be designated
as being in charge of a specified function or of a specified division.
SECTION 25. SECRETARY, TREASURER AND CONTROLLER.
The Secretary, the Treasurer and the Controller (if any) shall perform such
duties as are indicated by their respective titles, subject to the provisions of
Section 21 above. The Secretary shall have custody of the corporate seal, and
shall have the duty to record the proceedings of the shareholders and directors
in a book to be kept for that purpose.
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SECTION 26. OTHER OFFICERS.
All other officers shall have such powers and duties as may be prescribed by the
Board of Directors or, in the absence of their action, by the respective
officers having supervision over them.
SECTION 27. COMPENSATION.
The Board of Directors is authorized to determine, or to provide the method of
determining, or to empower a special committee of its members to determine, the
compensation of all officers.
SECTION 28. SIGNING CHECKS AND OTHER INSTRUMENTS.
The Board of Directors is authorized to determine, or to provide the method of
determining, the manner in which deeds, contracts and other obligations and
instruments of the Corporation shall be signed. However, persons doing business
with the Corporation shall be entitled to rely upon the action of the Chairman
of the Board, the President, any Vice President, the Secretary, the Treasurer or
the Controller in executing deeds, contracts and other obligations and
instruments in the name of the Corporation as having been duly authorized. The
Board of Directors of the Corporation is authorized to designate depositories of
the funds of the Corporation and to determine, or provide the method of
determining, the manner in which checks, notes, bills of exchange and similar
instruments shall be signed, countersigned or endorsed.
INDEMNIFICATION
SECTION 29. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Corporation shall indemnify Directors or former Directors, and may indemnify
any officer or former officer of the Corporation and any person who is or has
served at the request of the Corporation as director, officer or trustee of
another corporation, partnership, joint venture, trust or other enterprise (and
his heirs, executors and administrators), against expenses, including attorneys'
fees, judgments, fines and amounts paid in settlement, actually and reasonably
incurred by him by reason of the fact that he is or was such director, officer
or trustee in connection with any threatened, pending or completed action, suit
or proceeding, whether civil, criminal, administrative or investigative to the
fullest extent permitted by, and according to the procedures and requirements
set forth in, the Ohio General Corporation Law as the same may be in effect from
time to time. The indemnification provided for herein shall not be deemed to
restrict the right of the Corporation to (i) indemnify employees, agents and
others as permitted by such Law, (ii) purchase and maintain insurance or provide
similar protection on behalf of directors, officers or such other persons
against liabilities asserted against them or expenses incurred by them arising
out of their service to the Corporation as contemplated herein, and (iii) enter
into agreements with such directors, officers, employees, agents or others
indemnifying them against any and all liabilities (or such lesser
indemnification as
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may be provided in such agreements) asserted against them or incurred by them
arising out of their service to the Corporation as contemplated herein.
The Corporation shall pay Directors or former directors, and may pay any officer
or former officer of the Corporation and any person who is or has served at the
request of the Corporation as director, officer or trustee of another
corporation, partnership, joint venture, trust or other enterprise (and his
heirs, executors and administrators) expenses in defending the action, suit, or
proceeding as they are incurred, in advance of the final disposition of the
action, suit, or proceeding, upon receipt of an undertaking by or on behalf of
such person in which he agrees (a) to repay such amount if it is proved by clear
and convincing evidence in a court of competent jurisdiction that his action or
failure to act involved an act or omission undertaken with deliberate intent to
cause injury to the corporation or undertaken with reckless disregard for the
best interests of the corporation and (b) Reasonably cooperate with the
corporation concerning the action, suit, or proceeding.
CORPORATE SEAL
SECTION 30. CORPORATE SEAL
The corporate seal of the Corporation shall be circular in form and shall have
inscribed thereon the name of the Corporation.
PROVISIONS IN ARTICLES OF INCORPORATION
SECTION 31. PROVISIONS IN ARTICLES OF INCORPORATION.
These Regulations are at all times subject to the provisions of the Articles of
Incorporation of the Corporation as the same may be in effect from time to time.
LOST CERTIFICATES
SECTION 32. LOST CERTIFICATES.
The Directors may direct, or establish procedures for, the issuance of a new
certificate in place of any certificate theretofore issued by the Corporation
alleged to have been lost, stolen or destroyed, upon such terms and conditions
as they may deem advisable.
RECORD DATES
SECTION 33. RECORD DATES.
For any lawful purpose, including, without limitation, the determination of the
shareholders who are entitled to: (i) receive notice of or to vote at a meeting
of shareholders; (ii) receive payment of any dividend or distribution; (iii)
receive or exercise rights or purchase of or subscription for, or exchange or
conversion of, shares or other securities, subject to contract rights with
respect thereto; or (iv) participate in the
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execution of written consents, waivers, or releases, the directors may fix a
record date which shall not be a date earlier than the date on which the record
date is fixed and, in the cases provided for in clauses (i), (ii) and (iii)
above, shall not be more than sixty (60) nor fewer than ten (10) days, unless
the Articles of Incorporation specify a shorter or a longer period for such
purpose, preceding the date of the meeting of the shareholders, or the date
fixed for the payment of any dividend or distribution, or the date fixed for the
receipt or the exercise of rights, as the case may be.
FISCAL YEAR
SECTION 34. FISCAL YEAR
The fiscal year of the Corporation shall end on December 31each year unless and
until the Board of Directors shall otherwise determine.
AMENDMENTS
SECTION 35. AMENDMENTS.
These Regulations may be altered, changed or amended in any respect or
superseded by new Regulations in whole or in part, by the affirmative vote of
the holders of a majority of the voting stock of the Corporation present in
person or by proxy at an annual or special meeting called for such purpose.
Notwithstanding and notwithstanding the fact that a lesser percentage may be
specified by law or in any agreement with any national securities exchange or
any other provision of these Regulations, the amendment, alteration, change or
repeal of, or adoption of any provisions inconsistent with, Section 8, 9, or 10
of these Regulations shall require the affirmative vote of at least eighty
percent (80%) of the outstanding voting stock of the Corporation, present in
person or by proxy, at any annual meeting or special meeting duly called for the
purpose of acting on any such amendment, alteration, change, repeal or adoption,
unless such amendment, alteration, change, repeal or adoption has been
recommended by at least two-thirds of the Board of Directors of the Corporation
then in office.
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