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EXHIBIT 3.2
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BYLAWS
OF
VALLEY COMMUNITY BANCSHARES, INC.
ARTICLE I
OFFICES
The principal office and place of business of the Corporation shall be
located at the principal place of business or such other place as the Board of
Directors ("Board") may designate. The corporation may have such other offices,
either within or without the State of Washington, as the Board may designate or
as the business of the corporation may require from time to time.
ARTICLE II
SHAREHOLDERS
1. ANNUAL MEETING. An annual meeting of the shareholders
shall be held each year on a date and at a time set by the Board.
2. SPECIAL MEETINGS. Special meetings of the shareholders for any
purpose or purposes unless otherwise prescribed by statute may be called by the
President, the Board, or holders of not less than 25 percent of all the shares
of the Corporation entitled to vote at the meeting.
3. PLACE OF MEETING. All meetings of the shareholders shall be held in
the county in which the main office or any branch of the Corporation is located,
as may be designated by the person or persons calling the meeting.
4. NOTICE OF MEETINGS. Written or printed notice stating the place, day
and hour of a meeting of shareholders and, in case of a special meeting of
shareholders, the purpose or purposes for which the meeting is called shall be
delivered to each shareholder entitled to vote at such meeting, not less than
ten (10) days and not more than sixty (60) days before the meeting, either
personally or by mail, by the secretary at the direction of, the person or
persons calling the meeting. If mailed, such notice shall be deemed to be
delivered when deposited in the United States mail addressed to the shareholder.
5. CLOSING OF TRANSFER BOOKS FOR FIXING OF RECORD DATE. For the purpose
of determining shareholders entitled to notice of or to vote at any meeting of
shareholders or any adjournment thereof, or shareholders entitled to receive
payment of any dividend, or in order to make a determination of shareholders for
any other proper purpose, the Board may provide that the stock transfer books
shall be closed for a stated period but not to exceed in any case fifty (50)
days. If the stock transfer books shall be closed for the purpose of determining
shareholders entitled to notice of or to vote at a meeting of shareholders, such
books shall be closed for at least ten (10) days immediately preceding such
meeting. In lieu of closing the stock transfer books, the Board may fix in
advance a date as the record date for any such determination of shareholders,
which date in any case shall not be more than fifty (50) days, and in case of a
meeting of shareholders, not less than ten (10) days prior to the date on which
the particular action requiring such determination of shareholders is to be
taken. If the stock transfer books are not closed and no record date is fixed
for the determination of shareholders entitled to notice of or to vote at a
meeting of shareholders, or shareholders entitled to receive payment of a
dividend, the date on which notice of the meeting is mailed or the date on which
the resolution of the Board declaring such dividend is adopted, as the case may
be, shall be the record
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date for such determination of shareholders. When a determination of
shareholders entitled to vote at a meeting has been made as provided in this
section, such determination shall apply to any adjournment thereof.
6. QUORUM. A majority of the outstanding shares of the Corporation
entitled to vote, represented in person or by proxy, shall constitute a quorum
at a meeting of shareholders. The shareholders present at a duly organized
meeting may continue to transact business until adjournment notwithstanding the
withdrawal of enough shareholders to leave less than a quorum. If less than a
majority of the outstanding shares attend a meeting, a majority of those present
may adjourn the meeting to such time and place as they may determine, without
further notice, except that any meeting at which Directors are to be elected
shall be adjourned only from day to day until such Directors have been elected.
At the adjourned meeting at which a quorum shall be present or represented, any
business may be transacted which might have been transacted at the meeting as
originally notified, and in the case of any adjourned meeting called for the
election of Directors, those who attend the second of the adjourned meetings,
although less than a quorum, shall nevertheless constitute a quorum for the
purpose of electing Directors.
7. PROXIES. A shareholder may vote either in person or by proxy
executed in writing by the shareholder or by his duly authorized
attorney-in-fact. All proxies shall be filed with the Secretary of the
Corporation before or at the commencement of meetings. No unrevoked proxy shall
be valid after eleven (11) months from the date of its execution unless
otherwise expressly provided in the proxy. No proxy may be effectively revoked
until notice of such revocation has been given to the Secretary of the
Corporation by the shareholder granting the proxy.
8. VOTING OF SHARES. Each outstanding share entitled to vote, shall be
entitled to one vote on each matter submitted to a vote at a meeting of
shareholders.
9. VOTING OF SHARES BY CERTAIN HOLDERS. Shares standing in the name of
another corporation, domestic or foreign, may be voted by such Officer, agent or
proxy as the bylaws of such corporation may prescribe, or in the absence of such
provision, as the board of directors of such corporation may determine.
Shares held by an administrator, executor, guardian or conservator may
be voted by him, either in person or by proxy, without a transfer of such shares
into his name. Shares standing in the name of a trustee may be voted by him
either in person or by proxy, but no trustee shall be entitled to vote shares
held by him without a transfer of such shares into his name.
Shares standing in the name of a receiver may be voted by such
receiver, and shares held by or under the control of a receiver may be voted by
the receiver without the transfer thereof into his name if authority so to do be
contained in an appropriate order of the court by which such receiver was
appointed.
If shares are held jointly by three or more fiduciaries, the will of
the majority of the fiduciaries shall control the manner of voting or giving of
a proxy, unless the instrument or order appointing such fiduciaries otherwise
directs.
A shareholder whose shares are pledged shall be entitled to vote such
shares until the shares have been transferred into the name of the pledgee, and
thereafter the pledgee shall be entitled to vote the shares so transferred.
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Treasury shares shall not be voted at any meeting or counted in
determining the total number of outstanding shares entitled to vote at any given
time.
10. ACTION BY SHAREHOLDERS WITHOUT A MEETING. Any action permitted or
required to be taken at a meeting of the shareholders of the Corporation, or any
action that may be taken at a meeting of the shareholders, may be taken without
a meeting if a consent in writing, setting forth the action so taken, is signed
by all the shareholders entitled to vote with respect to the subject matter
thereof.
ARTICLE III
BOARD OF DIRECTORS
1. GENERAL Powers. The business and affairs of the Corporation
shall be managed by its Board.
2. NUMBER, TENURE AND QUALIFICATIONS. The Board shall be composed of
not less than five (5) nor more than fifteen (15) directors who need not be
residents of the State of Washington. The specific number of Directors shall be
set from time to time by resolution of the Board. No person shall serve as a
Board member beyond his 72nd birthday and he shall tender his resignation at the
Board of Directors meeting following his 72nd birthday.
3. VACANCIES. Any vacancy occurring in the Board may be filled by the
affirmative vote of sixty percent (60%) of the remaining Directors. A Director
elected to fill a vacancy shall be elected for the unexpired term of his
predecessor in office. Any directorship to be filled by reason of an increase in
the number of Directors shall be filled by the Board for a term of office
continuing only until the next election of Directors by shareholders.
4. RESIGNATION. Any Director may resign at any time by delivering
written notice to the Chairman of the Board, the President, the Secretary or the
Board. Any such resignation is effective upon delivery thereof unless the notice
of resignation specifies a later effective date and, unless otherwise specified
therein, the acceptance of such resignation shall not be necessary to make it
effective.
5. REMOVAL. At a meeting of shareholders called expressly for that
purpose, one or more members of the Board, including the entire Board, may be
removed with or without cause by the affirmative vote of the holders of at least
sixty percent (60%) of the Corporation's outstanding shares of common stock.
6. MEETINGS. A meeting of the Board shall be held at least quarterly
and whenever required by the Director of Financial Institutions for the State of
Washington, or the Federal Reserve Board. By resolution, the Board may specify
the time and place, either within or without the state of Washington, for
holding such meeting(s) without other notice than such resolution.
7. SPECIAL MEETINGS. Special Board meetings may be called by or at the
request of the Chairman of the Board, the President, or any two Directors.
8. NOTICE. Written notice of meetings of the Board stating the time and
place thereof shall be delivered at least seven (7) days prior to the date set
for such meeting by the person or persons authorized to call such meeting or by
the Secretary at the direction of the person or persons authorized to call the
meeting either by personal delivery to each Director or by mail addressed to
each Director or by telegram. If mailed, notice shall be deemed to be delivered
when deposited in the United States mail, postage prepaid, addressed to the
Director. If notice is by telegram, notice shall be deemed delivered when the
telegram is delivered to
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the telegraph company for transmission. If no place for such meeting is
designated in the notice thereof, the meeting shall be held at the principal
office of the Corporation. Any Director may waive notice of any meeting at
any time. The attendance of a Director or a committee member at a meeting
shall constitute a waiver of notice of the meeting except where a Director or
a committee member attends a meeting for the express purpose of objecting to
the transaction of any business because the meeting is not lawfully convened.
Unless otherwise required by law, neither the business to be transacted at,
nor the purpose of, any regular or special meeting of the Board or any
committee designated by the Board need be specified in the notice or waiver
of notice of such meeting.
9. QUORUM. A majority of the then serving Board of Directors shall
constitute a quorum for the transaction of any business at any meeting of the
Board of Directors or committee thereof. If less than such majority shall attend
a meeting, a majority of the Directors present may adjourn the meeting from time
to time without further notice, and a quorum present at such adjourned meeting
may transact business.
10. MANNER OF ACTING. The act of the majority of the Directors present
at a meeting or adjourned meeting at which a quorum is present shall be the act
of the Board. Members of the Board or any committee designated by the Board may
participate in a meeting of such board or committee by means of a conference
telephone or similar communications equipment by which all persons participating
in the meeting can hear all others at the same time. Participation by such means
shall constitute presence, in person, at a meeting.
11. ACTION OF DIRECTORS WITHOUT A MEETING. Any action permitted or
required to be taken at a meeting of the Directors or permitted to be taken at a
meeting of a committee of Directors may be taken without a meeting if a consent
in writing, setting forth the action so taken, shall be signed by all the
Directors, or all the members of the committee, as the case may be.
12. BOARD COMMITTEES. The Board may designate, by resolution adopted by
a majority of the full Board of the Corporation, from among its members an
executive committee and one or more other committees, each of which, to the
extent provided in such resolution, shall have and may exercise the authority of
the Board, except as limited by law. The designation of any such committee and
the delegation thereto of authority shall not relieve the Board, or any member
thereof, of any responsibility imposed by law.
13. COMPENSATION. By resolution of the Board, the Directors may be paid
a fixed sum or other form of compensation for attendance and their expenses, if
any, of attendance at meetings of the Board or committee thereof. No such
payment shall preclude any Director from serving the Corporation in any other
capacity and receiving compensation therefor.
14. PRESUMPTION OF ASSENT. A Director of the Corporation who is present
at a meeting of the Board at which action on any corporate matter is taken shall
be presumed to have assented to the action taken unless his dissent shall be
entered in the minutes of the meeting or unless he shall file his written
dissent to such action with the person acting as secretary of the meeting before
the adjournment thereof or shall forward such dissent by registered mail to the
Secretary of the Corporation immediately after adjournment of the meeting. Such
right to dissent shall not apply to a Director who voted in favor of such
action.
ARTICLE IV
OFFICERS
1. NUMBER. The Officers of the Corporation shall be a President, one or
more Vice Presidents, and a Secretary, each of whom shall be elected by the
Board. Such other Officers and assistant Officers,
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including a Chairman of the Board and Secretary to the Board, as may be
deemed necessary or appropriate may be elected or appointed by the Board.
Except for the offices of President and Secretary, any two or more offices
may be held by the same person, provided that when all of the issued and
outstanding stock of the Corporation is owned of record by one shareholder,
one person may hold all or any combination of offices.
2. ELECTION AND TERM OF OFFICE. The Officers of the Corporation to be
elected by the Board may be elected for such term as the Board may deem
advisable or may be elected to serve for an indefinite term at the pleasure of
the Board.
3. REMOVAL. Any Officer or agent elected or appointed by the Board may
be removed by the Board whenever in its judgment the best interests of the
Corporation would be served thereby, but such removal shall be without prejudice
to the contract rights, if any, of the person so removed. Election or
appointment of an Officer or agent shall not of itself create contract rights.
4. VACANCIES. A vacancy in any office because of death, resignation,
removal, disqualification or otherwise, may be filled by the Board for the
unexpired portion of the term.
5. CHAIRMAN OF THE BOARD. The Chairman of the Board shall, if present,
preside at all meetings of the Board, and exercise and perform such other powers
and duties as may be determined from time to time by resolution of the Board;
provided, however, that the Chairman of the Board shall not, by reason of his
office, be considered an executive officer of the Corporation or be assigned
executive responsibilities or participate in the operational management of the
Corporation.
6. PRESIDENT. The President shall be the Chief Executive Officer of the
Corporation and, subject to the control of the Board, shall generally supervise
and control the business and affairs of the Corporation. When present he shall
preside at all meetings of the shareholders and in the absence of the chairman
of the Board, or if there be none, at all meetings of the Board. He may sign
with the Secretary or any other proper Officer of the Corporation thereunto
authorized by law, certificates for shares of the Corporation, and may sign
deeds, mortgages, bonds, contracts, or other instruments which the Board has
authorized to be executed, except in cases where the signing and execution
thereof shall be expressly delegated by the Board or by these Bylaws to some
other Officer or agent of the Corporation or shall be required by law to be
otherwise signed or executed. In general, he shall perform all duties incident
to the office of President and such other duties as may be prescribed by
resolution of the Board from time to time.
7. VICE PRESIDENTS. In the absence of the President or in the event of
his death, disability or refusal to act, the Vice President, or in the event
there shall be more than one Vice President, the Vice Presidents in the order
designated at the time of their election, or in the absence of any designation
then in the order of their election shall perform the duties of the President.
When so acting the Vice President shall have all the powers of, and be subject
to all the restrictions upon, the President and shall perform such other duties
as from time to time may be assigned to him by resolution of the Board.
8. SECRETARY. The Secretary shall keep the minutes of the proceedings
of the shareholder and Board meetings, and shall give notices in accordance with
the provisions of these Bylaws and, as required by law, shall be custodian of
the corporate records and of the seal of the Corporation, shall keep a record of
the names and addresses of all shareholders and the number of shares held by
each, have general charge of the stock transfer books of the Corporation, may
sign with the President or a Vice President certificates for shares of the
Corporation, deeds, mortgages, bonds, contracts, or other instruments which
shall have been
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authorized by resolution of the Board, and in general shall perform all
duties incident to the office of Secretary and such other duties as from time
to time may be assigned to him by resolution of the Board.
9. SECRETARY TO THE BOARD. If appointed, the Secretary to the Board
shall keep the minutes of the proceedings of the shareholder and Board meetings,
and shall exercise and perform all other powers and duties as may be determined
from time to time by resolution of the Board.
10. COMPENSATION OF OFFICERS. Compensation of Officers shall be fixed
from time to time by the Board. No Officer shall be prevented from receiving a
salary by reason of the fact that he is also a Director of the Corporation.
ARTICLE V
CONTRACTS, CHECKS, DEPOSITS
1. CONTRACTS. The Board may authorize any Officer or Officers, agent or
agents, to enter into any contract or execute and deliver any instrument in the
name of and on behalf of the Corporation, and that authority may be general or
confined to specific instances.
2. CHECKS, DRAFTS, ETC.. All checks, drafts or other orders for the
payment of money, notes or other evidences of indebtedness issued in the name of
the Corporation shall be signed by the Officer or Officers, agent or agents of
the Corporation and in the manner as shall from time to time be determined by
resolution of the Board.
3. DEPOSITS. All funds of the Corporation not otherwise employed shall
be deposited from time to time to the credit of the Corporation in the banks,
trust companies or other depositories as the Board may select.
ARTICLE VI
SHARES
1. CERTIFICATES FOR SHARES. The shares of the Corporation shall be
represented by certificates in such form as may be required by law and signed by
the President or a Vice President and by the Secretary or Assistant Secretary
and may be sealed with the seal of the Corporation or a facsimile thereof. The
signatures of the corporate officers on the certificate may be facsimiles if the
certificate is manually signed on behalf of a transfer agent, or registered by a
registrar, other than the Corporation itself or an employee of the Corporation.
2. TRANSFER OF SHARES. Transfer of shares of the Corporation shall be
made on the stock transfer books of the Corporation by the holder of record
thereof or by his legal representative who shall furnish proper evidence of
authority to transfer. The person in whose name shares stand on the books of the
Corporation shall be deemed by the Corporation to be the owner thereof for all
purposes. All certificates surrendered to the Corporation for transfer shall be
canceled and no new certificate shall be issued until the former certificate for
a like number of shares shall have been surrendered and canceled except that in
case of a lost, destroyed or mutilated certificate a new one may be issued
therefor upon the terms and indemnity to the Corporation as the Board may
prescribe.
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3. LOST OR DESTROYED CERTIFICATES. In the case of a lost, destroyed or
mutilated certificate, a new certificate may be issued therefor upon such terms
and indemnity to the Corporation as the Board may prescribe.
ARTICLE VII
BOOKS AND RECORDS
The Corporation shall:
(a) keep as permanent records, minutes of all meetings of its
shareholders and Board, record of all actions taken by the shareholders or the
Board without a meeting, and a record of all actions taken by a committee of the
Board exercising the authority of the Board on behalf of the Corporation;
(b) maintain appropriate accounting records;
(c) maintain a record of the names and residences of the
shareholders of the Corporation, the number of shares held by each, and also the
transfer of stock, showing the time when made, the number of shares transferred
and by whom transferred;
(d) maintain its records in written form or in another form
capable to being converted to written form within a reasonable time;
(e) keep a copy of the following records at its principal
office:
(i) the Articles of Incorporation and all
amendments thereto as currently in effect;
(ii) the Bylaws and all amendments thereto as
currently in effect;
(iii) the minutes of all meetings of shareholders and
records of all action taken by shareholders without a meeting
for the past three (3) years;
(iv) the financial statements described in Section
23B.16.200(1) of the Washington Business Corporation Act, for
the past three (3) years;
(v) all written communications to shareholders
generally within the past three (3) years;
(vi) a list of the names and business addresses of
the current Directors and Officers; and
(vii) the most recent annual report delivered to the
Secretary of State for the State of Washington.
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ARTICLE VIII
SEAL
The seal of this Corporation, if any, shall be circular in form and
consist of the name of the Corporation, the state and year of incorporation and
the words "Corporate Seal." The President, the Secretary or any Assistant
Secretary, or other Officer designated by the Board, shall have authority to
affix the corporate seal to any document requiring such seal, and to attest the
same.
ARTICLE IX
WAIVER OF NOTICE
Whenever any notice is required to be given to any shareholder or
Director of the Corporation under the provisions of these Bylaws, the Articles
of Incorporation or law, a waiver thereof in writing, signed by the person or
persons entitled to notice, whether before or after the fact, shall be deemed
equivalent to the giving of notice.
ARTICLE X
AMENDMENTS
These Bylaws may be altered, amended or repealed and new Bylaws may be
adopted by the affirmative vote of sixty percent (60%) of the Board Members or
by the affirmative vote of holders of a majority of shares. Any Bylaw adopted,
amended or repealed by the Directors may be repealed, amended or reinstated by
an affirmative vote of holders of a majority of the shares entitled to vote and
present, in person or by proxy, at the next meeting of shareholders following
such action without further notice other than this Bylaw. A copy of the Bylaws,
with all amendments thereto, shall at all times be kept in a convenient place at
the Corporation offices, and shall be open for inspection by any shareholder
during business hours.
The undersigned, being the President of the Corporation, hereby
certifies that these Bylaws have been properly adopted as the Bylaws of this
Corporation.
DATED the day of , 1998.
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VALLEY COMMUNITY BANCSHARES, INC.
By:
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A. Eugene Hammermaster
Secretary
