Exhibit 3(b)
JAMES MONROE BANCORP, INC.
BY-LAWS
ARTICLE I
OFFICES
Section 1. Registered Office. The registered office shall be located in
the Commonwealth of Virginia, at such place as shall be determined by the Board
of Directors.
Section 2. Other Offices. The Corporation may also have offices at such
other places both within and without the Commonwealth of Virginia as the Board
of Directors may from time to time determine or the business of the Corporation
may require.
ARTICLE II
MEETINGS OF SHAREHOLDERS
Section 1. Place of Annual Meeting. All annual meetings of the
shareholders shall be held at the office of the Corporation in the Commonwealth
of Virginia, or elsewhere in the United States as designated by the Board of
Directors.
Section 2. Time of Annual Meetings. The annual meeting of the
shareholders of the Corporation, for the purpose of electing directors for the
ensuing year and for the transaction of such other business as may properly come
before the meeting, shall be held at such time as may be specified by the Board
of Directors.
Section 3. Notice of Annual Meeting. Written or printed notice of the
annual meeting stating the date, time and place of the meeting shall be mailed
not less than ten (10) nor more than sixty (60) days before the date of the
meeting, by or at the direction of the President, the Secretary, or the person
authorized to call the meeting, to each shareholder of record entitled to vote
at such meeting.
Notwithstanding the preceding paragraph, notice of a shareholders'
meeting to act on an amendment of the Articles of Incorporation, on a plan of
merger or share exchange, on a proposed sale of assets other than in the regular
course of business, or on a plan of dissolution shall be given, in the manner
provided herein, not less than twenty-five (25) nor more than sixty (60) days
before the date of the meeting. Any such notice shall be accompanied by a copy
of the proposed amendment, plan of merger or share exchange, or plan of proposed
sale of assets.
Section 4. Time and Place of Special Meetings. Special meetings of
shareholders for any purpose may be held at such time and place in the United
States within or without the Commonwealth of Virginia as shall be stated in the
notice of the meeting or in a duly executed waiver of notice thereof.
Section 5. Calling of Special Meetings. Special meetings of the
shareholders, for any purpose or purposes, unless otherwise proscribed by
statute or by the Articles of Incorporation, may be called by the Chairman of
the Board of Directors, the President or the Board of Directors.
Section 6. Notice of Special Meetings. Written or printed notice of a
special meeting, stating the date, time and place of the meeting and the purpose
or purposes for which the meeting is called, shal1 be mailed 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, the Secretary or
the person authorized to call the meeting, to each shareholder of record
entitled to vote at such meeting.
Notwithstanding the preceding paragraph, notice of a shareholders'
meeting to act on an amendment of the Articles of Incorporation, on a plan of
merger or share exchange, on a proposed sale of assets other than in the regular
course of business, or on a plan of dissolution shall be given, in the manner
provided herein, not less than twenty-five (25) nor more than sixty (60) days
before the date of the meeting. Any such notice shall be accompanied by a copy
of the proposed amendment, plan of merger, or share exchange, or plan of
proposed sale of assets.
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Section 7. Business of Special Meeting. The business transacted at any
special meeting of shareholders shall be limited to the purposes stated in the
notice. A shareholder's attendance at a meeting waives objection to
consideration of a particular matter at the meeting that is not within the
purpose or purposes described in the meeting notice, unless the shareholder
objects to considering the matter when it is presented.
Section 8. Waiver of Notice.A waiver of any notice of an annual or
special meeting of shareholders, herein or by law required, if in writing and
signed by the person entitled to such notice, whether before or after the time
of the event for which notice was required to be given, shall be the equivalent
of the giving of such notice. A shareholder who attends a meeting shall be
deemed to have had timely and proper notice of the meeting, unless he or she, at
the beginning of the meeting, objects to holding the meeting or transacting
business at the meeting. Notice of any adjourned or recessed meeting need not be
given.
Section 9. Record Date. The Board of Directors may fix the record date,
which shall be not more than seventy (70) days before the meeting or action
requiring a determination of shareholders. A determination of shareholders
entitled to notice of or to vote at a shareholders, meeting is effective for any
adjournment of the meeting unless the Board of Directors fixes a new record
date, which it shall do if the meeting is adjourned to a date more than
one-hundred twenty (120) days after the date fixed for the original meeting.
If 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 of Directors
declaring such dividend is adopted, as the case may be, shall be the record date
for such determination of shareholders.
Section 10. Conduct of Meetings. Meetings of shareholders shall be
presided over by the Chairman of the Board of Directors or, if he is not
present, by the President of the Corporation or, if none of said officers is
present, by a chairman to be appointed by the Board of Directors. The Secretary
of the Corporation, or if he is not present, any Assistant Secretary , shall act
as secretary of such meeting; in the absence of the Secretary and any Assistant
Secretary, the presiding officer may appoint a person to act as secretary of the
meeting. The Board of Directors of the Corporation may adopt by resolution such
rules and regulations for the conduct of the meeting of shareholders as it shall
deem appropriate.
Section 11. Inspectors. The Board of Directors, in advance of any
meeting, may, but need not, appoint one or more inspectors of election to act at
the meeting or any adjournment thereof and make a written report thereof. If an
inspector or inspectors are not available to act at the meeting, the person
presiding at the meeting may, but need not, appoint one or more inspectors. Each
inspector, if any, before entering upon discharge of his duties, shall take and
sign an oath to execute faithfully the duties of inspector at such meeting with
strict impartiality and according to the best of his ability. The inspector or
inspectors, if any, shall (i) ascertain the number of shares of stock
outstanding and the voting power of each, (ii) determine the shares of stock
represented at the meeting and the validity of proxies and ballots, (iii) count
all votes and ballots, (iv) determine and retain for a reasonable period a
record of the disposition of any challenges made to any determination by the
inspectors, and (v) certify their determination of the number of shares
represented at the meeting and their count of all votes and ballots.
Section 12. Quorum. A majority of the votes entitled to be cast on a
matter constitutes a quorum for action on that matter except as otherwise
provided by statute or by the Articles of Incorporation. If, however, such
quorum shall not be present or represented at any meeting of the shareholders,
the shareholders present in person or represented by proxy shall have power to
adjourn the meeting from time to time, without notice other than announcement at
the meeting, until a quorum shall be present or represented. At such 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.
Section 13. Requisite Vote. If a quorum is present, action on a matter
is approved if the votes cast favoring the action exceed the votes cast opposing
the action unless the vote of a greater number of affirmative votes is required
by law or the Articles of Incorporation.
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Section 14. Voting. At all meetings of shareholders, every shareholder
entitled thereat shall have one (1) vote for each share of stock standing in his
or her name on the books of the Corporation on the date for the determination of
shareholders entitled to vote at such meeting.
Section 15. Proxies. A shareholder may vote in person or by proxy, so
long as said proxy is properly executed by the shareholder or his duly
authorized attorney and bears a date not more than eleven (11) months prior to
the date of the meeting, unless the proxy provides for a longer period. Such
proxy shall be dated, but need not be sealed, witnessed or acknowledged.
Section 16. Action by Unanimous Consent. Any action required or
permitted to be taken at a shareholders' meeting may be taken without a meeting
and without action by the Board of Directors if the action is taken by all the
shareholders entitled to vote on the action. The action shall be evidenced by
one or more written consents describing the action taken, signed by all the
shareholders entitled to vote on the action and delivered to the Secretary of
the Corporation for inclusion in the minutes or filing with the corporate
records.
Section 17. Shareholder Proposals. Any shareholder entitled to vote in
the election of Directors generally may propose one or more matters for
presentation to the shareholders at any annual meeting of shareholders, provided
that such shareholder has provided written notice of such shareholder's intent
to make such proposal or proposals, either by personal delivery or by United
States mail, postage prepaid, to the Secretary of the Bank not later than ninety
(90) days prior to the anniversary date of the immediately preceding annual
meeting. Each such notice shall set forth: (i) the name and address of the
shareholder(s) who intends to make the proposal; (ii) the number of shares of
each class of stock of the Bank beneficially owned or directly or indirectly
controlled by each such person; (iii) such other information regarding each such
proposal as would be required to be included in a proxy statement soliciting
proxies for the approval of such proposal pursuant to Regulation 14A under the
Securities and Exchange Act of 1934, as amended; and (iv) a description of all
arrangements or understandings between the shareholder(s) and any other person
or persons (naming such person or persons) pursuant to which the proposal or
proposals are to be made by the shareholder(s). For purposes of this paragraph,
beneficial ownership of shares shall be determined in accordance with Rule 13d-3
and Rule 13d-5 under the Securities and Exchange Act of 1934, as amended, and a
shareholder shall be deemed to control all shares which such shareholder would
be deemed or presumed to control in a control determination made in accordance
with the provisions of applicable bank regulatory laws and regulations. The
presiding officer of the meeting may refuse to acknowledge or present any
proposal of any person not made in compliance with the foregoing procedure.
Nothing contained in this By-law shall require the presentation for the vote or
consideration of the shareholders of any matter which is not appropriate for
action by the shareholders. No business or proposal shall be presented for the
vote or consideration of shareholders at a special meeting of shareholders other
than that contained in the notice of meeting and matters incidental to the
conduct of such meeting.
Section 18. Nominations for Director. Nominations for the election of
Directors may be made by the Board of Directors or a committee appointed by the
Board of Directors or by any shareholder entitled to vote in the election of
Directors generally. However, any shareholder entitled to vote in the election
of Directors generally may nominate one or more persons for elections as
Directors at a meeting only if written notice of such shareholder's intent to
make such nomination or nominations has been given, either by personal delivery
or by United States mail, postage prepaid, to the Secretary of the Bank not
later than (i) with respect to an election to be held at the annual meeting of
shareholders, ninety (90) days prior to the anniversary date of the immediately
preceding annual meeting; and (ii) with respect to an election to be held at a
special meeting of the shareholders for the election of Directors, the close of
business on the seventh day following the date on which notice of such meeting
is first given to shareholders. Each such notice shall set forth: (i) the name,
age, business address and, if known, the residence address of each nominee
proposed; (ii) the principal occupation or employment of each such nominee;
(iii) the number of shares of each class of stock of the Bank beneficially owned
or directly or indirectly controlled by each such nominee; (iv) such other
information regarding each such nominee as would be required to be included in a
proxy statement soliciting proxies for the election of the proposed nominee
pursuant to Regulation l4A under the Securities and Exchange Act of 1934, as
amended; (v) a description of all arrangements or understandings between the
shareholder and each nominee and any other person or persons (naming such person
or persons) pursuant to which the nomination or nominations are to be made by
the shareholder; and (vi) as to the shareholder making such nomination (a) his
name and address as they appear on the stock transfer books of the Bank and (b)
the number of shares of each class of stock of the Bank beneficially owned or
directly or indirectly controlled by such shareholder .
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For purposes of this paragraph, beneficial ownership of shares shall be
determined in accordance with Rule 13d-3 and Rule 13d-5 under the Securities and
Exchange Act of 1934, as amended, and a proposed nominee or shareholder shall be
deemed to control all shares which such proposed nominee or shareholder would be
deemed or presumed to control in a control determination made in accordance with
the provisions of applicable bank regulatory laws and regulations.
Notwithstanding any other provision hereof, failure of any shareholder
nomination for election as director to comply with the provisions of this
Article shall result in the proposed nomination not being presented to the
shareholders at the meeting.
ARTICLE III
DIRECTORS
Section 1. Board. The Board of Directors of the Corporation shall have
the power to manage and administer the business and affairs of the Corporation.
Except as expressly limited by law, all corporate powers of the Corporation
shall be vested in and be exercised by the Board of Directors.
Section 2. Number of Directors: Qualifications and Term. The Board of
Directors shall consist of such number of Directors, not less than five (5) nor
more than twenty-five (25) directors, as the Board may determine from time to
time. Each director must be a shareholder of the Corporation, owning in his or
her sole name shares of stock having a book value of not less than $5,000,
calculated as of the last business day of the calendar year immediately
preceding the election of the director, which stock must be unpledged and
unencumbered at the time such director becomes a director and during the whole
of his or her term. So long as the director is successively reelected, there is
no requirement to increase the shares of stock owned.
The first Board of Directors shall hold office until the first annual
meeting of shareholders. After such time, the Directors shall be elected
annually by the shareholders at the annual meeting. Each director shall hold
office until his or her successor is duly elected and qualified, unless such
Director shall earlier die, resign or be removed in accordance with the law.
Section 3. Removal. The shareholders may remove one (1) or more
directors with or without cause, but only at a meeting called for such purpose.
The meeting notice shall state that the purpose, or one of the purposes, of the
meeting is the removal of the director.
Section 4. Vacancies. Any vacancy occurring in the Board of Directors,
including a vacancy resulting from an increase in the number of directors, may
be filled by the shareholders, the Board of Directors or, if the directors
remaining in office constitute fewer than a quorum of the Board, the vacancy may
be filled by the affirmative vote of a majority of the directors remaining in
office.
Section 5. Management of Corporation. The business and affairs of the
Corporation shall be managed by its Board of Directors which may exercise all
such powers of the Corporation and do all such lawful acts and things as are not
by statute or by the Articles of Incorporation or by these By-Laws directed or
required to be exercised or done by the shareholders.
Section 6. Books. The Board of Directors shall keep the books of the
Corporation within the Commonwealth of Virginia, at such place or places as they
may from time to time determine.
Section 7. Place of Meetings. Meetings of the Board of Directors,
regular or special, may be held either within or without the Commonwealth of
Virginia.
Section 8. Regular Meeting of the Board. The Board of Directors shall
hold meetings at lease once in each calendar month, at which meeting a majority
of the whole Board shall be necessary for the lawful transaction of business.
Regular meetings of the Board may be held without notice, at such times and
places as the directors may determine.
Section 9. Special Meetings of the Board. Special meetings of the Board
of Directors may be called by the Chairman of the Board of Directors or the
President on three (3) days' notice to each director, by mail, or on two (2)
days' notice to each director personally or by facsimile telecommunication, but
such notice may be
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waived by any director; special meetings shall be called by the President or
Secretary in like manner and on like notice on the written request of seven (7)
directors.
Section 10. Waiver of Notice. Attendance of a director at any meeting
shall constitute a waiver of notice of such meeting except where a director, at
the beginning of the meeting or upon arrival of the director, objects to holding
the meeting or transacting business at the meeting and does not thereafter vote
for or assert to action taken at the meeting.
A director may waive notice before or after the date and time stated in
the notice in writing, signed by the director entitled to the notice, and filed
with the minutes or corporate records, and such waiver shall be equivalent to
the giving of such notice.
Section 11. Business to be Transacted. Neither the business to be
transacted at, nor the purpose of, any regular or special meeting of the Board
of Directors need be specified in the notice or waiver of notice of such
meeting.
Section 12. Quorum of Directors. A majority of the directors shall
constitute a quorum for the transaction of business unless a greater number is
required by law or by the Articles of Incorporation. The act of a majority of
the directors present at any meeting at which a quorum is present shall be the
act of the Board of Directors, unless the act of a greater number is required by
statute or by the Articles of Incorporation.
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 13. Meetings by Telephonic Equipment. The Board of Directors
may permit any or all directors to participate in a regular or special meeting
by, or conduct the meeting through the use of, any means of communication by
which all directors participating may simultaneously hear each other during the
meeting. A director participating in a meeting by these means is deemed to be
present in person at the meeting.
Section 14. Action by Consent. Any action required or permitted to be
taken at a meeting of the Board of Directors may be taken without a meeting if
one or more consents in writing, setting forth the action so taken, shall be
signed by each director entitled to vote with respect to the subject matter
thereof and included in the minutes or filed with the corporate records
reflecting the action taken.
Section 15. Resignations. Any director of the Corporation may resign at
any time, in writing, by notifying the Chairman of the Board of Directors,
President or the Secretary of the Corporation. Such resignation shall take
effect at the time notice is delivered unless the notice specifies a later
effective date.
ARTICLE IV
COMMITTEES OF DIRECTORS
Section 1. Appointment of Committees. The Board of Directors may
appoint, from time to time, from its own members, committees of two (2) or more
persons, for such purposes and with such powers as the Board of Directors may
determine. Provisions of the Articles of Incorporation and By-Laws governing
place of meeting, notice of meeting, quorum and voting requirements of the Board
of Directors apply to all committees approved by the Board and their members.
The Board must formally ratify written policies authorized by each committee
appointed by it before such policies may become effective.
Notwithstanding the foregoing, a committee may not:
(1) Approve or recommend action required to be approved by
shareholders; or
(2) Fill vacancies on the Board of Directors or any of its committees;
or
(3) Amend Articles of Incorporation; or
(4) Adopt, amend or repeal By-Laws; or
(5) Approve a plan or merger not requiring shareholder approval; or
(6) Authorize or approve distributions, except according to a general
formula or method prescribed by the Board; or
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(7) Authorize or approve issuance or sale or contract for sale of
shares, or determine the designation and relative rights, preferences and
limitations of a class or series of shares, except that the Board may authorize
a committee to do so within limits specifically prescribed by the Board.
Section 2. Fees of Committee Members. Fees to be paid to members of
committees of the Board of Directors for attendance at regular and special
meetings shall be set by Board resolutions.
Section 3. Audit Committee. There shall be an audit committee composed
of not less than two (2) nor more than seven (7) directors, exclusive of all
active officers, appointed by the Board annually or more often. The duty of such
committee shall be to examine at least once during each calendar year and within
fifteen (15) months of the last examination the affairs of the Corporation or to
cause suitable examinations to be made by auditors responsible only to the Board
and to report the result of such examination in writing to the Board at the next
regular meeting thereafter. Such report shall state whether the Corporation is
in a sound condition and whether adequate internal controls and procedures are
being maintained and shall recommend to the Board such changes in the manner of
conducting the affairs of the Corporation as shall be deemed advisable.
ARTICLE V
NOTICES
Section 1. Whenever, under the provisions of the statutes or of the
Articles of Incorporation or of these By-Laws, notice is required to be given to
any director or shareholder, it shall not be construed to mean personal notice,
but such notice may be given in writing, by mail, addressed to such director or
shareholder, at his or her address as it appears on the records of the
Corporation, with postage thereon prepaid, and such notice shall be deemed to be
given at the time when the same shall be deposited in the United States mail.
Notice to directors may also be given by facsimile telecommunication.
Section 2. Whenever any notice whatever is required to be given under
the provisions of the statutes or under the provisions of the Articles of
Incorporation or these By-Laws, a waiver thereof in writing signed by the person
or persons entitled to such notice, whether before or after the time stated
therein, shall be deemed equivalent to the giving of such notice.
ARTICLE VI
OFFICERS
Section 1. Officers. The officers of the Corporation shall be a
Chairman of the Board of Directors, a President, a Treasurer and a Secretary
and, where elected, one or more Vice-Presidents, any of whom may be designated a
senior vice president or an executive vice present, and the holders of such
other offices as may be established in accordance with the provisions of Section
3 of this Article. The positions of (1) President and Treasurer, (2) Vice
President and Treasurer, and (3) Secretary and Treasurer may be united in one
person.
Section 2. Election, Term of Office and Qualifications. The officers
shall be elected annually by the Board of Directors, as soon as practicable
after the annual election of directors in each year. Each officer shall hold
office until his successor shall have been duly chosen and shall qualify, or
until his death, resignation or removal in the manner hereinafter provided.
Section 3. Subordinate Officers. The Board of Directors may from time
to time establish offices in addition to those designated in Section 1 of this
Article VI with such duties as are provided in these By-Laws, or as they may
from time to time determine. The Board may authorize an officer to appoint one
or more officers or assistant officers.
Section 4. Removal. The Board of Directors may remove any officer
either with or without cause, at any time. Election or appointment of an officer
or agent shall not of itself create any contract rights. Any officer's removal
does not affect such officer's contract rights, if any, with the Corporation. An
officer's resignation does not affect the Corporation's contract rights, if any,
with the officer.
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Section 5. Resignations. Any officer may resign at any time by giving
written notice to the Corporation. Any such resignation shall take effect when
the notice is delivered unless the notice specifies a later date.
Section 6. Vacancies. A vacancy in any office because of death,
resignation, removal, disqualification or any other cause shall be filled for
the unexpired portion of the term by the Board of Directors.
Section 7. Compensation. Salaries or other compensation of the officers
may be fixed from time to time by the Board of Directors or in such manner as it
shall determine. No officer shall be prevented from receiving his salary by
reason of the fact that he is also a director of the Corporation.
Section 8. Chairman of the Board of Directors. The Chairman of the
Board of Directors may be the Chief Executive Officer of the Corporation and, as
such, may have general supervision of the business of the Corporation, subject,
however, to the control of the Board of Directors and of any duly authorized
committee of directors. The Chairman, or his designee, shall have full power and
authority to cast any votes which the Corporation is entitled to cast as a
shareholder of another corporation. Where there is no Chairman of the Board, or
he is unable to discharge his duties, the powers of the Chairman shall be vested
in the President. The Chairman of the Board shall preside at all meetings of
shareholders and of the Board of Directors at which he is present.
Section 9. President. The President shall be a director and may be the
Chief Executive Officer or the Chief Operating Officer of the Corporation. In
general, he shall perform all duties incident to the office of President and
such other duties as may from time to time be designated to him by the Board of
Directors or by any duly authorized committee of directors, and shall have such
other powers and authorities as are conferred upon him elsewhere in these
By-Laws.
Section 10. The Vice-Presidents. The Vice-Presidents shall perform such
duties as from time to time may be assigned to them by the Board of Directors,
or by any duly authorized committee of directors or by the President, and shall
have such other powers and authorities as are conferred upon them elsewhere in
these By-Laws.
Section 11. Treasurer. Except as may otherwise be specifically provided
by the Board of Directors or any duly authorized committee thereof, the
Treasurer shall have the custody of, and be responsible for, all funds and
securities of the Corporation; receive and receipt for money paid to the
Corporation from any source whatsoever; deposit all such monies in the name of
the Corporation in such banks, trust companies or other depositories as shall be
selected in accordance with the provisions of these By-Laws; against proper
vouchers, cause such funds to be disbursed by check or draft on the authorized
depositories of the Corporation signed in such manner as shall be determined in
accordance with the provisions of these By-Laws; regularly enter or cause to be
entered in books to be kept by him or under his direction, full and adequate
accounts of all money received and paid by him for account of the Corporation;
in general, perform all duties incident to the office of Treasurer and such
other duties as from time to time may be assigned to him by the Board of
Directors, or by any duly authorized committee of directors, or by the Chairman
or, where there is none, by the President, and have such other powers and
authorities as are conferred upon him elsewhere in these By-laws.
Section 12. Secretary. The Secretary shall act as Secretary of all
meetings of the shareholders and of the Board of Directors of the Corporation;
shall keep the minutes thereof in the proper books to be provided for that
purpose; shall see that all notices required to be given by the Corporation are
duly given and served; shall be the custodian of the seal of the Corporation and
shall affix the seal or cause it to be affixed to all documents, the execution
of which on behalf of the Corporation under its seal is duly authorized in
accordance with the provisions of these By-Laws; shall have charge of the books,
records and papers of the Corporation relating to its organization and
management as a corporation, and shall see that any reports or statements
relating thereto, required by law or otherwise, are properly kept and filed;
shall, in general, perform all the duties incident to the office of Secretary
and such other duties as from time to time may be assigned to him by the Board
of Directors, or by any duly authorized committee of directors or by a Chairman
or, if there is none, by the President; and shall have such other powers and
authorities as are conferred upon him elsewhere in these By-Laws.
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Section 13. Assistant Treasurers and Assistant Secretaries. Assistant
Treasurers and Assistant Secretaries, if their offices are established pursuant
to Section 3 of this Article VI and if elected or appointed in accordance with
these By-Laws, shall perform such duties as shall be assigned to them by the
Treasurer and by the Secretary, respectively, or by the Board of Directors, or
by any duly authorized committee of directors, or by the Chairman of the Board,
or, where there is none, by the President, and shall have such other powers and
authorities as are conferred upon them elsewhere in these By-Laws.
Section 14. Clerks and Agents. The Board of Directors empowers the
President and such officers as the President may designate to appoint paying
tellers, receiving tellers, note tellers, vault custodians, bookkeepers and
other clerks, agents and employees as they may deem advisable for the prompt and
orderly transaction of the business of the Corporation, and to define their
duties, conditions of employment, fix salaries to be paid and dismiss them.
ARTICLE VII
CERTIFICATES FOR SHARES; TRANSFER AND VOTING OF SHARES
Section 1. Share Certificates. The shares of the Corporation shall be
represented by certificates. Certificates shall be signed by the Chairman of the
Board or the President or a Vice-President and the Secretary and Assistant
Secretary or the Treasurer or an Assistant Treasurer of the Corporation, and may
be sealed with the seal of the Corporation or a facsimile thereof.
When the Corporation is authorized to issue shares of more than one
class, there shall be set forth upon the face or back of each certificate, or
each certificate shall have a statement that the Corporation will furnish to any
shareholder upon request and without charge a full statement of the
designations, preferences, limitations and relative rights of the shares of each
class authorized to be issued and, if the Corporation is authorized to issue
different series within a class, the variations in the relative rights,
preferences and limitations between the shares of each such series so far as the
same have been fixed and determined and the authority of the Board of Directors
to fix and determine variations of future series.
Section 2. Signatures. The signatures of the officers upon a
certificate may be facsimiles, unless otherwise provided in the Articles of
Incorporation. In case any officer who has signed or whose facsimile signature
has been placed upon such certificate shall have ceased to be such officer
before such certificate is issued, it may be issued by the Corporation with the
same effect as if he were such officer at the date of its issue.
Section 3. Lost Certificates. The Board of Directors may direct a new
certificate to be issued in place of any certificate theretofore issued by the
Corporation alleged to have been lost or destroyed. When authorizing such issue
of a new certificate, the Board of Directors, in its discretion and as a
condition precedent to the issuance thereof, may prescribe such terms and
conditions as it deems expedient, and may require such indemnities as it deems
adequate, to protect the Corporation from any claim that may be made against it
with respect to any such certificate alleged to have been lost or destroyed.
Section 4. Transfer of Shares. Upon surrender to the Corporation or the
transfer agent of the Corporation of a certificate representing shares duly
endorsed or accompanied by proper evidence of succession, assignment or
authority to transfer, a new certificate shall be issued to the person entitled
thereto, and the old certificate canceled and the transaction recorded upon the
books of the Corporation.
Section 5. List of Shareholders. The officer or agent having charge of
the share transfer books shall make, at least ten (10) days before each meeting
of shareholders at such meeting or any adjournment thereof, a complete list of
the shareholders entitled to vote at such meeting or any adjournment thereof,
arranged by voting group and within each voting groups by class or series of
shares, with the address of and the number of shares held by each, which list,
for a period often (10) days prior to such meeting, shall be kept on file at the
principal business office of the Corporation and shall be subject to inspection
by any 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 such transfer
book, or a duplicate thereof, shall be prima facie evidence as to who are the
shareholders entitled to examine such list or share transfer book or to vote at
any meeting of the shareholders.
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ARTICLE VIII
INDEMNIFICATION
Section 1. Indemnification of Directors. Officers. Employees and
Agents.The Corporation shall indemnify any director or officer who is or may be
made a party to any action, suit, proceeding or claim (other than an action by
or in the right of the Corporation) by reason of the fact that he or she is or
was a director or officer of the Corporation against all claims, liabilities,
judgments, settlement, costs and expenses, including attorney's fees, imposed
upon and reasonably incurred by him or her in connection with or resulting from
such action, suit, proceeding or claim, upon determination that such director or
officer conducted himself or herself in good faith and believed (a) in the case
of conduct in his or her official capacity, that his or her conduct was in its
best interest; (b) in all other cases that his or her conduct was at least not
opposed to its best interests; and (c) in the case of any criminal proceeding,
he had no reasonable cause to believe his or her conduct was unlawful.
Any indemnification under this Section 1 (unless ordered by a court)
shall be made by the Corporation only as authorized in the specific case upon a
determination that indemnification of the director or officer is permissible in
the circumstances because he or she has met the applicable standard of conduct
set forth in this Section 1. Such determination shall be made (i) by the Board
of Directors by a majority vote of a quorum consisting of directors who are not
parties to the proceeding, (ii) if such a quorum is not attainable, by a
majority vote of a committee duly designated by the Board of Directors,
consisting solely of two or more directors not at the time parties to the
proceeding, (iii) by special legal counsel, or (iv) by the stockholders.
The Corporation shall pay for or reimburse the reasonable expenses
incurred by a director or officer who is a party to a proceeding in advance of
final disposition of the proceeding if the director or officer furnishes the
Corporation a written statement of his or her good faith belief that he or she
has met the standard of conduct set forth in this Section I, and the director or
officer furnishes the Corporation a written undertaking, executed personally or
on his or her behalf, to repay the advance if it is ultimately determined that
he or she did not meet the standard of conduct; and a determination is made that
the facts then known to those making the determination would not preclude
indemnification under this Section 1.
The Corporation shall indemnify a director or officer of the
Corporation to the extent, however, that such director or officer entirely
prevails in the defense of any proceeding to which he or she was a party because
he or she is or was a director or officer of the Corporation against reasonable
expenses incurred by him or her in connection with the proceeding.
Notwithstanding any contrary determination in the specific case, and
notwithstanding the absence of any determination hereunder, any director or
officer who is made a party to a proceeding because he or she is or was a
director or officer of the Corporation may apply to the court conducting the
proceeding or to another court of competent jurisdiction for an order directing
the Corporation to make advances or reimbursement for expenses or to provide
indemnification. The basis of such indemnification by a court shall be a
determination by such court that the director or officer is entitled to such
advances, reimbursement or indemnification and shall also order the Corporation
to pay the director's or officer's reasonable expenses incurred to obtain the
order.
The Corporation may purchase and maintain insurance on behalf of any
person who is or was a director, officer, employee or agent of the Corporation,
or is or was serving at the request of the Corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise against any liability asserted against or incurred by him or
her in any such capacity, or arising out of his or her status as such, whether
or not the Corporation would have the power or the obligation to indemnify him
or her against such liability under this Section 1.
No indemnification shall be made which would violate the laws of the
Commonwealth of Virginia, Section 18(k) of the Federal Deposit Insurance Act or
any successor provision of law, or the regulations.
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ARTICLE IX
GENERAL PROVISIONS
Section 1. Declarations of Dividends.Subject to the provisions of the
Articles of Incorporation relating thereto, if any, dividends may be declared by
the Board of Directors at any regular or special meeting, pursuant to the law.
Dividends may be paid in money or other property subject to any provisions of
the Articles of Incorporation, modify or abolish any such reserve in the manner
in which it was created.
Section 2. Checks. All checks or demands for money and notes of the
Corporation shall be signed by such officer or officers or such other person or
persons as the Board may from time to time designate.
Section 3. Fiscal Year. The fiscal year of the Corporation shall be the
calendar year.
Section 4. Seal. The corporate seal shall have inscribed thereon the
name of the Corporation, the year of its organization and the words "Corporate
Seal, Virginia." The seal may be used by causing it or a facsimile thereof to be
impressed or affixed or in any manner reproduced.
Section 5. Amendments. These By-Laws may be amended or repealed .or new
by-laws may be adopted by the affirmative vote of a majority of the Board of
Directors at any regular or special meeting of the Board unless the Articles of
Incorporation or law reserve this power to the shareholders.
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