FORM 8-A/AMENDMENT
_________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
MAINSTREET BANKGROUP INCORPORATED
_________________________________________________________________
(Exact name of as specified in charter)
Virginia 54-1046817
_________________________________________________________________
(State of incorporation of organization) (I.R.S. Employer
Identification No.)
P. O. Box 4831, Martinsville, Virginia 24115
_________________________________________________________________
(Address of principal executive offices) (Zip Code)
Securities to be registered purusant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
__________________________ __________________________________
None None
If this Form relates to the registration of a class of debt
securities and is effective upon filing purusant to General
Instructions A.(c)(1), please check the following box. [ ]
If this Form relates to the registration of a class of debt
securities and is to become effective simultaneously with the
effectiveness of a concurrent registration statement under the
Securities Act f 1993 pursuant to General Instructions A.(c)(2),
please check the following box. [ ]
Securities to be registered purusant to Section 12(g) of the Act:
Common Stock, Par Value $5.00 a Share NASDAQ
_____________________________________ ______
ITEM I.
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The description of the Registrant's securities as required by
Section 229.202 of Regulation S-K is herein incorporated by
reference to the Form S-3, Registration No. 33-62557,
electronically filed with the Securities and Exchange Commission
on September 11, 1995.
MainStreet BankGroup Incorporated announced on February 20, 1996
that the Board of Directors had amended the Articles of
Incorporation to increase authorized Common Stock from 10,000,000
to 20,000,000. Pursuant to provisions of Virginia law,
shareholder approval of the amendment was not required. The
effect of this amendment is to increase each authorized and
unissued share and each issued and outstanding share into two
shares. The amendment will be made effective on March 15, 1996,
which is the payment date for shareholders of record March 4,
1996 entitled to receive one additional share for each issued and
outstanding share held. The change was effected by amending the
first sentence of Article III of the Articles of Incorporation to
read as follows:
III. The Corporation shall have authority to issue
1,000,000 shares of preferred stock of a par
value of $5.00 per share and 20,000,000 shares
of common stock of a par value of $5.00 per
share.
ITEM 2.
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Exhibit Schedule
Exhibit Number
Pursuant to Regulation S-K Description of Exhibit
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3(i) Articles of Incorporation
for the Registrant
3(ii) By-laws of the Registrant
SIGNATURES
Pursuant to the requirements of Section 13 or 15 (d) of
the Securities and Exchange Act of 1934, the registrant has duly
caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.
(Registrant) MAINSTREET BANKGROUP INCORPORATED
---------------------------------
By: JAMES E. ADAMS
---------------------------------
James E. Adams
Group Executive, Treasurer,
Chief Financial Officer
Date: MARCH 15, 1996
---------------------------------
Exhibit 3(i)
ARTICLES OF INCORPORATION
OF
MAINSTREET BANKGROUP INCORPORATED
I.
The name of the Corporation is MAINSTREET BANKGROUP INCORPORATED.
[12-31-95]
II.
The purpose for which the Corporation is formed is to
transact any or all lawful business, not required to be
specifically stated in these Articles, for which corporations may
be incorporated under the Virginia Stock Corporation Act, as
amended from time to time, including without limitation, the right
to acquire, own, manage and dispose of the capital stock and other
securities of banks and other corporations.
III.
The Corporation shall have authority to issue 1,000,000
shares of preferred stock of a par value of $5.00 per share and
20,000,000 shares of common stock of a par value of $5.00 per
share. [3/15/96]
PREFERRED STOCK. Authority is expressly vested in the Board
of Directors to divide the preferred stock into series and, within
the following limitations, to fix and determine the relative
rights and preferences of the shares of any series so established
and to provide for the issuance thereof. Each series shall be so
designated as to distinguish the shares thereof from the shares of
all other series and classes. All shares of preferred stock shall
be identical except as to the following relative rights and
preferences, as to which there may be variations between different
series:
(a) The rate of dividend, the time of payment and the dates
from which dividends shall be cumulative, and the extent
of participation rights, if any;
(b) Any right to vote with holders of shares of any other
series or class and any right to vote as a class, either
generally or as a condition to specified corporate
action;
(c) The price at and the terms and conditions on which shares
may be redeemed;
(d) The amount payable upon shares in event of involuntary
liquidation;
(e) The amount payable upon shares in event of voluntary
liquidation;
(f) Sinking fund provisions for the redemption or purchase of
shares; and
(g) The term and conditions on which shares may be converted,
if the shares of any series are issued with the privilege
of conversion.
Prior to the issuance of any shares of a series of preferred
stock the Board of Directors shall establish such series by
adopting a resolution setting forth the designation and number of
shares of the series and the relative rights and preferences
thereof to the extent that variations are permitted by the
provisions hereof.
All series of preferred stock shall rank on a parity as to
dividends and assets with all other series according to the
respective dividend rates and amounts distributable upon any
voluntary or involuntary liquidation of the Corporation fixed for
each such series and without preference or priority of any series
over any other series; but all shares of the preferred stock shall
be preferred over the common stock as to both dividends and
amounts distributable upon any voluntary or involuntary
liquidation of the Corporation. All shares of any one series
shall be identical.
COMMON STOCK. The holders of the common stock shall, to the
exclusion of the holders of any other class of stock of the
Corporation, have the sole and full power to vote for the election
of directors and for all other purposes without limitation except
only (i) as otherwise provided in the certificate of serial
designation for a particular series of preferred stock, and (ii)
as otherwise expressly provided by the then existing statutes of
the Commonwealth of Virginia. The holders of the common stock
shall have one vote for each share of common stock held by them.
Subject to the provisions of certificates of serial
designation for series of preferred stock, the holders of shares
of common stock shall be entitled to receive dividends if, when
and as declared by the Board of Directors out of funds legally
available therefor and to the net assets remaining after payment
of all liabilities upon voluntary or involuntary liquidation of
the Corporation.
PREEMPTIVE RIGHTS. No holder of shares of any class of stock
of the Corporation shall have any preemptive or preferential right
to purchase or subscribe to (i) any shares of any class of stock
of the Corporation, whether now or hereafter authorized; (ii) any
warrants, rights or options to purchase any such stock; or (iii)
any securities or obligations convertible into any such stock or
into warrants, rights or options to purchase any such stock. [4-16-
85]
PARTICIPATING CUMULATIVE PREFERRED STOCK, SERIES A.
The Corporation has designated 100,000 shares of the
authorized but unissued shares of the Corporation's Preferred
Stock, par value $5.00 per share, as Participating Cumulative
Preferred, Series A (hereinafter referred to as "Series A
Preferred Stock"). The terms of the Series A Preferred Stock, in
the respect in which the shares of such series may vary from
shares of any and all other series of Preferred Stock, are as
follows:
(a) DIVIDENDS AND DISTRIBUTIONS.
(1) Subject to the prior and superior rights of the
holders of any shares of any series of Preferred Stock ranking
prior and superior to the shares of Series A Preferred Stock with
respect to dividends, the holders of shares of Series A Preferred
Stock in preference to the holders of Common Stock and of any
other junior stock, shall be entitled to receive, when, as and if
declared by the Board of Directors out of funds legally available
therefor, dividends payable quarterly on March 31, June 30,
September 30 and December 31 (each such date being referred to
herein as a "Quarterly Dividend Payment Date"), commencing on the
first Quarterly Dividend Payment Date after the first issuance of
a share or fraction of a share of Series A Preferred Stock, in an
amount per share (rounded to the nearest cent) equal to the
greater of (a) $17.00 or (b) subject to the provision for
adjustment hereinafter set forth, 100 times the aggregate per
share amount of all cash dividends, and 100 times the aggregate
per share amount (payable in kind) of all non-cash dividends or
other distributions other than a dividend payable in shares of
Common Stock or a subdivision of the outstanding shares of Common
Stock (by reclassification or otherwise), declared on the Common
Stock since the immediately preceding Quarterly Dividend Payment
Date, or, with respect to the first Quarterly Dividend Payment
Date, since the first issuance of any share or fraction of a share
of Series A Preferred Stock. In the event the Corporation shall
at any time after January 18, 1990 (the "Rights Declaration
Date"), (i) declare any dividend on Common Stock payable in shares
of Common Stock, (ii) subdivide the outstanding Common Stock, or
(iii) combine the outstanding Common Stock into a smaller number
of shares, then in each such case the amount to which holders of
shares of Series A Preferred Stock were entitled immediately prior
to such event under clause (b) of the preceding sentence shall be
adjusted by multiplying such amount by a fraction, the numerator
of which is the number of shares of Common Stock outstanding
immediately after such event and the denominator of which is the
number of shares of Common Stock that were outstanding immediately
prior to such event.
(2) The Corporation shall declare a dividend or
distribution on the Series A Preferred Stock as provided in
paragraph (1) above immediately after it declares a dividend or
distribution on the Common Stock (other than a dividend payable in
shares of Common Stock); provided that, in the event no dividend
or distribution shall have been declared on the Common Stock
during the period between any Quarterly Dividend Payment Date and
the next subsequent Quarterly Dividend Payment Date, a dividend at
the rate of $17.00 per share on the Series A Preferred Stock shall
nevertheless be payable on such subsequent Quarterly Dividend
Payment Date.
(3) Dividends shall begin to accrue and be cumulative
on outstanding shares of Series A Preferred Stock from the
Quarterly Dividend Payment Date next preceding the date of issue
of such shares of Series A Preferred Stock, unless the date of
issue of such shares is prior to the record date for the first
Quarterly Dividend Payment Date, in which case dividends on such
shares shall begin to accrue from the date of issue of such
shares, or unless the date of issue is a Quarterly Dividend
Payment Date or is a date after the record date for the
determination of holders of shares of Series A Preferred Stock
entitled to receive a quarterly dividend and before such Quarterly
Dividend Payment Date, in either of which events such dividends
shall begin to accrue and be cumulative from such Quarterly
Dividend Payment Date. Accrued but unpaid dividends shall not
bear interest. Dividends paid on the shares of Series A Preferred
Stock in an amount less than the total amount of such dividends at
the time accrued and payable on such shares shall be allocated pro
rata and on a share-by-share basis among all such shares at the
time outstanding. The Board of Directors may fix a record date
for the determination of holders of shares of Series A Preferred
Stock entitled to receive payment of a dividend or distribution
declared thereon, which record date shall be no more than 30 days
prior to the date fixed for the payment thereof.
(b) VOTING RIGHTS. The holders of shares of Series A
Preferred Stock shall have the following voting rights:
(1) Subject to the provision for adjustment hereinafter
set forth, each share of Series A Preferred Stock shall entitle
the holder thereof to 100 votes on all matters submitted to a vote
of the shareholders of the Corporation. In the event the
Corporation shall at any time after the Rights Declaration Date
(i) declare any dividend on Common Stock payable in shares of
Common Stock, (ii) subdivide the outstanding Common Stock, or
(iii) combine the outstanding Common Stock into a smaller number
of shares, then in each such case the number of votes per share to
which holders of shares of Series A Preferred Stock were entitled
immediately prior to such event shall be adjusted by multiplying
such number by a fraction, the numerator of which is the number of
shares of Common Stock outstanding immediately after such event
and the denominator of which is the number of shares of Common
Stock that were outstanding immediately prior to such event.
(2) Except as otherwise provided herein, in the
Articles of Incorporation or under applicable law, the holders of
shares of Series A Preferred Stock and the holders of shares of
Common Stock shall vote together as one voting group on all
matters submitted to a vote of stockholders of the Corporation.
(3) (i) If at any time dividends on any shares of
Series A Preferred Stock shall be in arrears in an amount equal to
six quarterly dividends thereon, the occurrence of such
contingency shall mark the beginning of a period (a "default
period") that shall extend until such time when all accrued and
unpaid dividends for all previous quarterly dividend periods and
for the current quarterly dividend period on all shares of Series
A Preferred Stock then outstanding shall have been declared and
paid or set apart for payment. During each default period, all
holders of the outstanding shares of Series A Preferred Stock
together with any other series of Preferred Stock then entitled to
such a vote under the terms of the Articles of Incorporation,
voting as a separate voting group, shall be entitled to elect two
members of the Board of Directors of the Corporation.
(ii) During any default period, such voting right of
the holders of Preferred Stock may be exercised initially at a
special meeting called pursuant to subparagraph (iii) of this
Subsection b(3) or at any annual meeting of stockholders, and
thereafter at annual meetings of stockholders, provided that
neither such voting right nor the right of the holders of any
other series of Preferred Stock, if any, to increase, in certain
cases, the authorized number of Directors shall be exercised
unless the holders of ten percent (10%) in number of shares of
Preferred Stock outstanding shall be present in person or by
proxy. The absence of a quorum of the holders of Common Stock
shall not affect the exercise by the holders of Preferred Stock of
such voting right initially during an existing default period,
they shall have the right, voting as a separate voting group, to
elect Directors to fill such vacancies, if any, in the Board of
Directors as may then exist up to two (2) Directors, or if such
right is exercised at an annual meeting, to elect two (2)
Directors. If the number which may be so elected at any special
meeting does not amount to the required number, the holders of the
Preferred Stock shall have the right to make such increase in the
number of Directors as shall be necessary to permit the election
by them of the required number. After the holders of the
Preferred Stock shall have exercised their right to elect
Directors in any default period and during the continuance of such
period, the number of Directors shall not be increased or
decreased except by vote of the holders of Preferred Stock as
herein provided or pursuant to the rights of any equity securities
ranking senior to or pari passu with the Series A Preferred Stock.
(iii) Unless the holders of Preferred Stock shall,
during an existing default period, have previously exercised their
right to elect Directors, the Board of Directors may order, or any
stockholder or stockholders owning in the aggregate not less than
ten percent (10%) of the total number of shares of Preferred Stock
outstanding, irrespective of any and all series, may request, the
calling of a special meeting of the holders of Preferred Stock,
which meeting shall thereupon be called by the Chairman, the
President, the Treasurer, a Vice Chairman, a Vice-President or the
Secretary of the Corporation. Notice of such meeting and of any
annual meeting at which holders of Preferred Stock are entitled to
vote pursuant to this paragraph (b) (3) (iii) shall be given to
each holder of record of Preferred Stock by mailing a copy of such
notice to him at his last address as the same appears on the books
of the Corporation. Such meeting shall be called for a time not
earlier than 10 days and not later than 60 days after such order
or request. In the event such meeting is not called within 60
days after such order or request, such meeting may be called on
similar notice by any stockholder or stockholders owning in the
aggregate not less than ten percent (10%) of the total number of
shares of Preferred Stock outstanding. Notwithstanding the
provisions of this paragraph (b) (3) (iii), no such special
meeting shall be called during the period within 60 days
immediately preceding the date fixed for the next annual meeting
of the stockholders.
(iv) In any default period, the holders of Common
Stock, and other classes of stock of the Corporation if
applicable, shall continue to be entitled to elect the whole
number of Directors until the holders of Preferred Stock shall
have exercised their right to elect two (2) Directors voting as a
separate voting group, after the exercise of which right (x) the
Directors so elected by the holders of Preferred Stock shall
continue in office until their successors shall have been elected
by such holders or until the expiration of the default period, and
(y) any vacancy in the Board of Directors may (except as provided
in paragraph (b)(3)(ii) be filled by vote of a majority of the
remaining Directors theretofore elected by the voting group which
elected the Directors whose office shall have become vacant.
References in this paragraph (b)(3)(iv) to Directors elected by a
particular voting group shall include Directors elected by such
Directors to fill vacancies as provided in clause (y) of the
foregoing sentence.
(v) Immediately upon the expiration of a default
period, (x) the right of the holders of Preferred Stock, as a
separate voting group, to elect Directors shall cease, (y) the
term of any Directors elected by the holders of Preferred Stock,
as a separate voting group, shall terminate, and (z) the number of
Directors shall be such number as may be provided for in, or
pursuant to, the Articles of Incorporation or bylaws irrespective
of any increase made pursuant to the provisions of paragraph
5(b)(3)(ii) (such number being subject, however, to change
thereafter in any manner provided by law or in the Articles of
Incorporation or bylaws). Any vacancies in the Board of Directors
affected by the provisions of clauses (y) and (z) in the preceding
sentence may be filled by a majority of the remaining Directors,
even though less than a quorum.
(4) Except as set forth herein or as otherwise provided
in the Articles of Incorporation, holders of Series A Preferred Stock
shall have no special voting rights and their consent shall not be
required (except to the extent they are entitled to vote with holders
of Common Stock as set forth herein) for taking any corporate action.
(c) CERTAIN RESTRICTIONS.
(1) Whenever quarterly dividends or other dividends or
distributions payable on the Series A Preferred Stock as provided in
Subsection (a) are in arrears, thereafter and until all accrued and
unpaid dividends and distributions, whether or not declared, on shares of
Series A Preferred Stock outstanding shall have been paid in full, the
Corporation shall not:
(i) declare or pay or set apart for payment any
dividends (other than dividends payable in shares of any class or
classes of stock of the Corporation ranking junior to the Series A
Preferred Stock) or make any other distributions on, any class of
stock of the Corporation ranking junior (either as to dividends or
upon liquidation, dissolution or winding up) to the Series A
Preferred Stock and shall not redeem, purchase or otherwise
acquire, directly or indirectly, whether voluntarily, for a
sinking fund, or otherwise any shares of any class of stock of the
Corporation ranking junior (either as to dividends or upon
liquidation, dissolution or winding up) to the Series A Preferred
Stock, provided that, notwithstanding the foregoing, the
Corporation may at any time redeem, purchase or otherwise acquire
shares of stock of any such junior class in exchange for, or out
of the net cash proceeds from the concurrent sale of, other shares
of stock of any such junior class;
(ii) declare or pay dividends on or make any other
distributions on any shares of stock ranking on a parity (either as
to dividends or upon litigation, dissolution or winding up) with the
Series A Preferred Stock, except dividends paid ratably on the Series
A Preferred Stock and all such parity stock on which dividends are
payable or in arrears in proportion to the total amounts to which the
holders of all such shares are then entitled;
(iii) redeem or purchase or otherwise acquire for
consideration shares of any stock ranking on a parity (either as to
dividends or upon liquidation, dissolution or winding up) with the
Series A Preferred Stock, provided that the Corporation may at any
time redeem, purchase or otherwise acquire shares of any such parity
stock in exchange for shares of any stock of the Corporation ranking
junior (either as to dividends or upon dissolution, liquidation or
winding up) to the Series A Preferred Stock;
(iv) purchase or otherwise acquire for consideration
any shares of Series A Preferred Stock, or any shares of stock ranking
on a parity with the Series A Preferred Stock, except in accordance
with a purchase offer made in writing or by publication (as determined
by the Board of Directors) to all holders of such shares upon such
terms as the Board of Directors, after consideration of the respective
annual dividend rates and other relative rights and preferences of the
respective series and classes, shall determine in good faith will
result in fair and equitable treatment among the respective series
or classes.
(2) The Corporation shall not permit any subsidiary of
the Corporation to purchase or otherwise acquire for consideration
any shares of stock of the Corporation unless the Corporation
could, under paragraph (1) Subsection (c), purchase or otherwise
acquire such shares at such time and in such manner.
(d) REACQUIRED SHARES. Any shares of a Series A Preferred
Stock purchased or otherwise acquired by the Corporation in any
manner whatsoever shall be retired and cancelled promptly after
the acquisition therof. All such shares shall upon their
cancellation become authorized but unissued shares of Preferred
Stock and may be reissued as part of a new series of Preferred
Stock to be created by resolution or resolutions of the Board of
Directors, subject to the conditions and restrictions on issuance
set forth herein.
(e) LIQUIDATION, DISSOLUTION, OR WINDING UP.
(1) Upon any voluntary or involuntary liquidation,
dissolution or winding up of the Corporation, no distribution
shall be made to the holders of shares of stock ranking junior
(either as to dividends or upon liquidation, dissolution or winding
up) to the Series A Preferred Stock unless, prior thereto, the
holders of shares of Series A Preferred Stock shall have received
$100 per share, plus an amount equal to accrued and unpaid dividends
and distributions thereon, whether or not declared, to the date
of such payment (the "Series A Liquidation Preference"). Following
the payment of the full amount of the Series A Liquidation Preference,
no additional distributions shall be made to the holders of shares of
Series A Preferred Stock unless, prior thereto, the holders of shares
of Common Stock shall have received an amount per share (the "Common
Adjustment") equal to the quotient obtained by dividing (i) the Series
A Liquidation Preference by (ii) 100 (as appropriately adjusted as set
forth in subparagraph 3 below to reflect such events as stock splits,
stock dividends and recapitalizations with respect to the Common Stock)
(such number in clause (ii) being hereinafter referred to as the
"Adjustment Number"). Following the payment of the full amount of the
Series A Liquidation Preference and the Common Adjustment in respect
of all outstanding shares of Series A Preferred Stock and Common Stock,
respectively, holders of Series A Preferred Stock and holders of shares
of Common Stock shall receive their ratable and proportionate share of
the remaining assets to be distributed in the ratio of the Adjustment
Number to 1 with respect to such Series A Preferred Stock and Common Stock,
on a per share basis, respectively.
(2) In the event, however, that there are not sufficient assets
available to permit payment in full of the Series A Liquidation Preference
and the liquidation preferences of all other series of Preferred Stock,
if any, then such remaining assets shall be distributed ratably to the
holders of all such shares in proportion to their respective liquidation
preferences. In the event, however, that there are not sufficient assets
available to permit payment in full of the Common Adjustment, then such
remaining assets shall be distributed ratably to the holders of Common
Stock.
(3) In the event the Corporation shall at any time after the
Rights Declaration Date (i) declare any dividend on Common Stock, (ii)
subdivide the outstanding Common Stock, or (iii) combine the outstanding
Common Stock into a smaller number of shares, then in each such case the
Adjustment Number in effect immediately prior to such event shall be
adjusted by multiplying such Adjustment Number by a fraction, the numerator
of which is the number of shares of Common Stock outstanding immediately
after such event and the denominator of which is the number of shares of
Common Stock that were outstanding immediately prior to such event.
(f) CONSOLIDATION, MERGER, SHARE EXCHANGE, ETC.
In case the Corporation shall enter into any consolidation,
merger, share exchange, combination or other transaction in which
the shares of Common Stock are exchanged for or changed into other
stock or securities, cash and/or any other property, then in any
such case the shares of Series A Preferred Stock shall at the same
time be similarly exchanged or changed in an amount per share
(subject to the provision for adjustment hereinafter set forth)
equal to 100 times the aggregate amount of stock, securities, cash
and/or any other property (payable in kind), as the case may be,
into which or for which each share of Common Stock is changed or
exchanged. In the event the Corporation shall at any time after
the Rights Declaration Date (i) declare any dividend on Common
Stock payable in shares of Common Stock, (ii) subdivide the
outstanding Common Stock, or (iii) combine the outstanding Common
Stock into a smaller number of shares, then in each such case the
amount set forth in the preceding sentence with respect to the
exchange or change of shares of Series A Preferred Stock shall be
adjusted by multiplying such amount by a fraction, the numerator
of which is the number of shares of Common Stock outstanding
immediately after such event and the denominator of which is the
number of shares of Common Stock that were outstanding immediately
prior to such event.
(g) RECEMPTION. The outstanding shares of Series A
Preferred Stock may be redeemed at the option of the Board of
Directors as a whole, but not in part, at any time, or from time
to time, at a cash price per share equal to (i) 100% of the
product of the Adjustment Number times the Average Market Value
(as such term is hereinafter defined) of the Common Stock, plus
(ii) all dividends which on the redemption date have accrued on
the shares to be redeemed and have not been paid or declared and a
sum sufficient for the payment thereof set apart, without
interest. The "Average Market Value" is the average of the
closing sale prices of a share of the Common Stock during the 30-
day period immediately preceding the date before the redemption
date on the Composite Tape for New York Stock Exchange Listed
Stocks, or, if such stock is not quoted on the Composite Tape, on
the New York Stock Exchange, or, if such stock is not listed on
such exchange, on the principal United States securities exchange
registered under the Securities Exchange Act of 1934, as amended,
on which such stock is listed, or, if such stock is not listed on
any such exchange, the average of the closing bid quotations with
respect to a share of Common Stock during such 30-day period on
the National Association of Securities Dealer, Inc. Automated
Quotation System or any system then in use, or if no such
quotations are available, the fair market value of a share of the
Common Stock as determined by the Board of Directors in good
faith.
(h) RANKINGS. The Series A Preferred Stock shall rank on a
parity with all other series of Preferred Stock as to the payment
of dividends and the distribution of assets, unless the terms of
any such series shall provide otherwise.
(i) AMENDMENT. Except as permitted by the Virginia Stock
Corporation Act, the Articles of Incorporation or the Bylaws, the
Articles of Incorporation shall not be further amended in any
manner that would adversely affect the preferences, rights or
powers of the Series A Preferred Stock.
(j) FRACTIONAL SHARES. Series A Preferred Stock may be
issued in fractions of one-hundredth of a share (and integral
multiples thereof) which shall entitle the holder, in proportion
to such holders' fractional shares, to exercise voting rights,
receive dividends, participate in distributions and to have the
benefit of all other rights of holders of Series A Preferred
Stock.
IV.
The initial registered office shall be located at 46 West
Main Street, in the City of Martinsville, Virginia, and the
initial registered agent shall be William F. Stone, Jr., who is a
resident of Virginia and a member of the Virginia State Bar, and
whose business address is the same as the address of the initial
registered office.
V.
The number of Directors constituting the initial Board of
Directors shall be four, and the names and addresses of the
persons who are to serve as the initial Directors are as follows:
Name Address
Irving M. Groves, Jr. P. O. Box 4751
Martinsville, Virginia 24112
John M. Beducian P. O. Box 4751
Martinsville, Virginia 24112
Charles C. Broun P. O. Box 4751
Martinsville, Virginia 24112
Darrell G. Swanigan P. O. Box 725
Hillsville, Virginia 24343
VI.
1. To the full extent that the Virginia Stock Corporation
Act, as it exists on the date hereof or may hereafter be amended,
permits the limitation or elimination of the liability of
directors or officers, a Director or officer of the Corporation
shall not be liable to the Corporation or its stockholders for
monetary damages.
2. To the full extent permitted and in the manner prescribed
by the Virginia Stock Corporation Act as it exists on the date
hereof or may hereafter be amended, and any other applicable law,
the Corporation shall indemnify a Director or officer of the
Corporation who is or was a party to any proceeding by reason of
the fact that he is or was such a Director or officer 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, employee benefit plan or other enterprise. The
Board of Directors is hereby empowered, by majority vote of a
quorum of disinterested Directors, to contract in advance to
indemnify any Director or officer.
3. The Board of Directors is hereby empowered, by majority
vote of a quorum of disinterested Directors, to cause the
Corporation to indemnify or contract in advance to indemnify any
person not specified in Section 2 of this Article who was or is a
party to any proceeding, by reason of the fact that he is or was
an 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,
employee benefit plan or other enterprise, to the same extent as
if such person were specified as one to whom indemnification is
granted in Section 2.
4. The Corporation may purchase and maintain insurance to
indemnify it against the whole or any portion of the liability
assumed by it in accordance with this Article and may also procure
insurance, in such amounts as the Board of Directors may
determine, 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, employee benefit plan or other enterprise, against
any liability asserted against or incurred by such person in any
such capacity or arising from his status as such, whether or not
the Corporation would have power to indemnify him against such
liability under the provisions of this Article.
5. In the event there has been a change in the composition of
a majority of the Board of Directors after the date of the alleged
act or omission with respect to which indemnification is claimed,
any determination as to indemnification and advancement of
expenses with respect to any claim for indemnification made
pursuant to Section 1 of this Article VI shall be made by special
legal counsel agreed upon by the Board of Directors and the
proposed indemnitee. If the Board of Directors and the proposed
indemnitee are unable to agree upon such special legal counsel,
the Board of Directors and the proposed indemnitee each shall
select a nominee, and the nominees shall select such special legal
counsel.
6. The provisions of this Article VI shall be applicable to
all actions, claims, suits or proceedings commenced after the
adoption hereof by shareholders, whether arising from any action
taken or failure to act before or after such adoption. No
amendment, modification or repeal of this Article shall diminish
the rights provided hereby or diminish the right to
indemnification with respect to any claim, issue or matter in any
then pending or subsequent proceeding that is based in any
material respect on any alleged action or failure to act prior to
such amendment, modification or repeal.
7. Reference herein to Directors, officers, employees or
agents shall include former Directors, officers, employees and
agents and their respective heirs, executors and administrators.
[4/13/87]
VII.
It shall be in the Corporation's best interest for the Board
of Directors, when evaluating another person's or corporation's
proposal (i) to make a tender offer or exchange offer for any
equity security of the Corporation, (ii) to merge or consolidate
with the Corporation, or (iii) to acquire all or substantially
all of the assets of the Corporation (an "acquisition proposal"),
to consider:
(a) not only the consideration being offered in such acquisition
proposal in relation to the current market price of the
Corporation's securities or assets, but also in relation to
the current value of the Corporation in a freely negotiated
transaction and in relation to the Board of Directors'
estimate of the future value of the Corporation as an
independent company;
(b) other factors including, without limitation, the social,
economic and legal effects of the proposed transaction on the
Corporation's and its subsidiaries' employees, depositors,
loan customers and the communities served by the Corporation
and its subsidiaries; and
(c) other factors which the Board of Directors may deem relevant
to a specific acquisition proposal, the relevance of such
factors to be conclusively presumed by their inclusion in the
written minutes of the meeting(s) of the Board of Directors at
which any specific acquisition proposal is considered. [4-16-
85]
VIII.
Except as otherwise required by the Virginia Stock
Corporation Act, by these Articles of Incorporation, or by the
board of directors acting pursuant to Subsection C of Section 13.1-
707 of the Virginia Stock Corporation Act, or any successor
provision, the vote required to approve an amendment or
restatement of these Articles of Incorporation, other than an
amendment or restatement that amends or affects Article VII or
these Articles or the shareholder vote required by the Virginia
Stock Corporation Act to approve a merger, share exchange, sale or
all or substantially all of the corporation's assets or the
dissolution of the corporation, shall be a majority of all votes
entitled to be cast by each voting group entitled to vote on the
amendment. [11/28/89]
_________________________
Dated: February 9, 1977
Exhibit 3(ii)
Bylaws
of
MAINSTREET BANKGROUP INCORPORATED
Incorporated Under The Laws
Of The Commonwealth Of Virginia
Adopted February 9, 1977
(And Including Amendments Adopted
Thereto Through February 20, 1996)
MainStreet BankGroup Incorporated
Bylaws
Article I
Meetings Of Stockholders
1.1 PLACES OF MEETINGS. All meetings of the stockholders
shall be held at such place, either within or without the State
of Virginia, as from time to time may be designated by the Board
of Directors.
1.2 ANNUAL MEETING. The annual meeting of stockholders,
for the election of Directors and transaction of such other
business as may come before the meeting, shall be held in each
year at a date and time annually fixed by the Board of Directors.
1.3 SPECIAL MEETINGS. Special meetings of the
stockholders for any purpose or purposes may be called at any
time by the Chairman of the Board, by the Vice-Chairman of the
Board,the President, or by a majority of the Board of Directors.
No business shall be transacted and no corporate action shall be
taken at a special meeting other than that stated in the notice
of the meeting.
1.4 NOTICE OF MEETING. Unless waived in the manner
prescribed by law, notice of each meeting of stockholders shall
be given in writing, and shall state the place, day and hour of
every meeting of the stockholders and, in case of a special
meeting, such notice shall be mailed not less than ten nor more
than sixty days before the date of the meeting to each
stockholder of record entitled to vote at such meeting at his
address which appears in the stock transfer books of the Company.
1.5 QUORUM. Any number of stockholders together holding a
majority of the outstanding shares of capital stock entitled to
vote with respect to the business to be transacted, who shall be
present in person or represented by proxy at any meeting duly
called, shall constitute a quorum for the transaction of
business. If less than a quorum shall be in attendance at the
time for which a meeting shall have been called, the meeting may
be adjourned from time to time by a majority of the stockholders
present or represented by proxy without notice other than by
announcement at the meeting until a quorum shall attend.
1.6 VOTING. At any meeting of the stockholders, each
stockholder of a class entitled to vote on any matter coming
before the meeting shall, as to such matter, have one vote, in
person or by proxy, for each share of capital stock of such class
standing in his or her name on the stock transfer books of the
Corporation on the date, not more than seventy days prior to such
meeting, as designated by the Board of Directors, for the purpose
of determining stockholders entitled to vote, as the date on
which the stock transfer books of the Corporation are to be
closed or as the record date. Every proxy shall be in writing,
dated and signed by the stockholder entitled to vote or his or
her duly authorized attorney-in-fact. At a meeting where a
quorum is present the affirmative vote of the majority of the
shares represented at the meeting and entitled to vote shall be
the act of the stockholders.
1.7 CONDUCT OF MEETING. At each meeting of the
stockholders the Chairman of the Board, or the President, shall
act as chairman and preside. In their absence, the Chairman of
the Board may designate another officer of the Corporation who
need not be a Director to preside. The Secretary of the
Corporation or an Assistant Secretary or in their absence, a
person whom the chairman of such meeting shall appoint, shall act
as secretary of such meeting.
1.8 INSPECTORS. An appropriate number of inspectors for any
meeting of stockholders may be appointed by the chairman of such
meeting. Inspectors so appointed will open and close the polls,
will receive and take charge of proxies and ballots, and will
decide all questions as to the qualifications of voters, validity
of proxies and ballots, and the number of votes properly cast.
1.9 SHAREHOLDER PROPOSALS. To be properly brought before an
annual meeting of shareholders, business must be (i) specified in
the notice of meeting (or any supplement thereto) given by or at
the direction of the Board of Directors, (ii) otherwise properly
brought before the meeting by or at the direction of the Board of
Directors, or (iii) otherwise properly brought before the meeting
by a shareholder. In addition to any other applicable
requirements for business to be properly brought before an annual
meeting by a shareholder, the shareholder must have given notice
thereof in writing either by personal delivery or by United
States mail, postage prepaid, to the Secretary of the Corporation
by the first day of December of the year preceding the Annual
Meeting at which the proposal is sought to be presented. A
shareholder's notice to the Secretary of the Corporation shall
set forth as to each matter the shareholder proposes to bring
before the annual meeting: (i) a brief description of the
business desired to be brought before the annual meeting
(including the specific proposal to be presented) and the reasons
for conducting such business at the annual meeting; (ii) the name
and record address of the shareholder proposing such business;
(iii) the class and number of shares of the Corporation that are
beneficially owned by the shareholder; and (iv) any material
interest of the shareholder in such business. In the event that a
shareholder attempts to bring business before an annual meeting
without complying with the provisions of this Article 1.9, the
Chairman of the meeting shall declare to the meeting that the
business was not properly brought before the meeting in
accordance with the foregoing procedures, and such business shall
not be transacted. No business shall be conducted at the annual
meeting except in accordance with the procedures set forth in
this Article 1.9, provided, however, that nothing in this Article
1.9 shall be deemed to preclude discussion by any shareholder of
any business properly brought before the annual meeting.
ARTICLE II
Directors
2.1 GENERAL POWERS. The property, business and affairs of
the Corporation shall be managed by the Board of Directors, and,
except as otherwise expressly provided by law, in accordance with
the Articles of Incorporation or these Bylaws, all of the powers
of the Corporation shall be vested in such Board.
2.2 NUMBER OF DIRECTORS. The number of Directors
constituting the Board of Directors shall be eleven (11).
2.3 ELECTION AND REMOVAL OF DIRECTORS. Directors shall be
elected at each annual meeting of the stockholders to succeed
those Directors whose terms have expired and to fill any
vacancies then existing. Directors shall hold their offices for
terms of one year and until their successors are elected and
qualified. Any vacancy occurring in the Board of Directors,
including a vacancy resulting from an increase in the number of
authorized Directors, may be filled by the affirmative majority
vote of the remaining Directors, though less than a quorum of the
Board, and the term of office of any Director so elected shall
expire on the date fixed for the expiration of the term of office
of the Director to which such Director was so elected unless the
vacancy is sooner filled by the stockholders. Any Director may be
removed from office at a meeting of stockholders called expressly
for that purpose by the vote of stockholders constituting a
majority of the votes entitled to be cast at an election of
Directors.
2.4 TERM OF OFFICE. Each Director (unless he sooner dies
resigns, or is removed from office) shall hold office until the
next annual meeting of stockholders or until his successor shall
have been elected and qualifies.
2.5 QUORUM. Except with regard to the approval of a plan
of merger or a sale of all or substantial part of the Company's
assets, a majority of the number of Directors pursuant to these
Bylaws at the time of the meeting, shall constitute a quorum for
the transaction of business. The act of a majority of Directors
present at a meeting at which a quorum is present shall be the
act of the Board of Directors. A plan of merger or sale of all
or a substantial portion of the assets of the company shall
require the presence and action of at least two-thirds (2/3) of
the Directors. Any one or more members of the Board of Directors
may participate in a meeting of the Board by means of a
conference telephone or similar communication equipment allowing
all persons participating in the meeting to hear each other at
the same time and participation by such means shall constitute
presence in person. Less than a quorum may adjourn any meeting.
2.6 MEETINGS OF DIRECTORS.
(a) PLACE OF MEETING. Meetings of the Board of Directors
shall be held at such place and at such time, either within or
without the State of Virginia as may be designated by the Board,
or upon call of the Chairman of the Board or the President.
(b) ORGANIZATIONAL MEETING. An organizational meeting
shall be held as soon as practicable after the adjournment of the
annual meeting of stock-holders at which the Board of Directors
is elected, for the purpose of electing officers, and for
transacting such other business as may properly come before the
meeting.
(c) REGULAR MEETING. Regular meetings of the Board of
Directors shall be held at such time and place as the Board may
designate, or upon call of the Chairman of the Board, or the
President, and no notice thereof need be given.
(d) SPECIAL MEETING. Special meetings of the Board of
Directors may be held at any time or place upon the call of the
Chairman of the Board or the President, or any three members of
the Board. Notice of each such meeting shall be given to each
Director by mail at his business or residence address at least
twenty-four hours before the meeting, or by telephoning or
telegraphing notice to him at least twenty-four hours before the
meeting. Meetings may be held at any time without notice if all
of the Directors are present, or if those not present waive
notice in writing either before or after the meeting. The notice
of meetings of the Board need not state the purpose of the
meeting.
(e) CONDUCT OF MEETINGS. At each meeting of the Board of
Directors, the Chairman of the Board, or the President, shall act
as chairman and preside. In their absence, the Chairman of the
Board may designate another officer of the Corporation who need
not be a Director, to preside. The Secretary of the Corporation
or an Assistant Secretary, or in their absence, a person whom the
chairman of such meeting shall appoint, shall act as secretary of
such meeting.
Any action required or permitted to be taken by the Board
may be taken without a meeting if all Directors consent in
writing to the adoption of a resolution authorizing the action.
The resolution and the written consents of the directors shall be
filed with the minutes of the proceedings of the Board meetings.
Unless otherwise provided by the Board of Directors, the regular
meetings of the Board shall be held in the Board Room of the
Church and Ellsworth Office of Piedmont Trust Bank, Martinsville,
Virginia on the third Wednesday of February, June, August,
October and December at 11:00 a.m.
2.7 COMPENSATION. Directors, and members of any committee
of the Board who are not officers of the Corporation or
subsidiaries thereof, shall be paid such compensation as the
Board of Directors from time to time may determine, by
resolution, for services as a Director, or as Chairman or a
member of any committee of the Board, and shall, in addition, be
reimbursed for personal automobile mileage expense and/or airline
travel expense incurred by reason of attendance at Board
Meetings. The reimbursement rate for automobile travel will be at
the same rate paid to employees of the Corporation. Directors
may be allowed a fee and expenses for attendance at all meetings,
but nothing herein shall preclude Directors and members of any
committee of the Board who are not otherwise officers of the
Corporation from serving the Corporation in other capacities and
receiving compensation for such other services.
2.8 ELIGIBILITY FOR SERVICE AS A DIRECTOR. No person shall
be eligible to serve as a Director unless, when his term
commences, he is not less than twenty-one (21) years of age nor
more than sixty-eight (68) years of age. No Director shall be
eligible for re-election after he has attained the age of sixty-
eight (68) years. No Director who is an officer of the
Corporation or any subsidiary shall be eligible for election
after he has retired from the Corporation. Any person serving as
a Director on the date of the adoption of this Section who will
be sixty-five (65) years of age or older as of the date of the
1995 annual meeting shall be entitled to serve as a Director
until he has attained the age of seventy (70) years of age.
2.9 NOMINATINOS OF DIRECTORS. Subject to the rights of
holders of any class or series of stock having a preference over
the common stock as to dividends or upon liquidation, nominations
for the election of Directors shall 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 election 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 Corporation not
later than (i) with respect to an election to be held at an
annual meeting of shareholders, ninety (90) days in advance of
such meeting, and (ii) with respect to an election to be held at
a special meeting of 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
notice shall set forth: (a) the name and address of the
shareholder who intends to make the nomination and of the person
or persons to be nominated; (b) a representation that the
shareholder is a holder of record of stock of the Corporation
entitled to vote at such meeting and intends to appear in person
or by proxy at the meeting to nominate the person or persons
specified in the notice; (c) 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; (d) such other information regarding each nominee
proposed by such shareholder as would be required to be included
in a proxy statement filed pursuant to the proxy rules of the
Securities and Exchange Commission, had the nominee been
nominated, or intended to be nominated, by the Board of Director;
and (e) the consent of each nominee to serve as a Director of the
Corporation if so elected. The Chairman of the meeting may refuse
to acknowledge the nomination of any person not made in
compliance with the foregoing procedure.
Article III
Committees of the Board
3.1 STANDING COMMITTEES. The standing committees of the
Board of Directors, the membership, frequency of meetings and
function of which are set forth below shall be:
(a) Executive Committee
(b) Audit Committee
(c) Corporate Objectives and Finance Committee
(d) Corporate Governance and Nominating Committee
(e) Compensation Committee
(f) Corporate Responsibility and Compliance Committee
3.2 OTHER COMMITTEES. The Board of Directors may appoint
such other committees for such purposes and with such lawful
powers as it may determine.
3.3 MEMBERS; QUORUM. The Chairman of the Board shall
appoint the members of each committee, subject to the approval of
the Board of Directors, which members shall continue to serve on
said committees until their successors are appointed; provided,
however, that any member of any Committee may be removed by the
Board upon a majority vote thereof at any regular or special
meeting of the Board. The Chairman of the Board shall fill any
vacancy in any committee by the appointment of another director,
subject to the approval of the Board.
A majority of the members of any committee must be present
to constitute a quorum. A majority of those committee members
present and voting at any committee meeting shall decide each
matter considered.
3.4 SECRETARY TO COMMITTEES. Unless otherwise specifically
set forth herein, the Secretary or an Assistant Secretary of the
Corporation shall serve as Secretary for all meetings of the
standing committees. If neither are available, the committee
Chairman shall appoint a member of the committee to serve as
Secretary.
3.5 EX OFFICIO STATUS. Unless otherwise specifically
provided in this Article III, the Chief Executive Officer shall
be an ex officio member of each standing committee.
3.6 EXECUTIVE COMMITTEE.
(a) MEMBERSHIP. The Executive Committee shall consist of
the Chairman of the Board, the Chief Executive Officer if the
same person does not hold both the Office of Chairman of the
Board and the Office of Chief Executive Officer and the Chairman
of each of the other standing committees; provided only, that the
membership must at all times include not less than four (4)
outside directors. The Chairman of the Board shall serve as
Chairman of the committee and may at his discretion designate a
Vice-Chairman from among the membership to serve in his absence.
(b) FREQUENCY OF MEETINGS. The Executive Committee shall
meet at such times as the Chairman or a majority of the committee
deems necessary.
(c) FUNCTION. The Executive Committee shall possess and
exercise, when the Board is not in session, all the powers of the
Board of Directors which the Board may lawfully delegate. The
Executive Committee shall keep a record of its proceedings and
report its proceedings and the actions taken by it to the Board
of Directors.
3.7 AUDIT COMMITTEE.
(a) MEMBERSHIP. The Audit Committee shall consist of at
least three (3) and not more than six (6) non-employee directors.
All members of the Audit Committee must be independent of
management and free from any relationship that, in the opinion of
the Board of Directors, would interfere with the exercise of
independent judgment as a committee member. The committee shall
be chaired by a member appointed by the Board of Directors upon
recommendation of the Chairman of the Board. The committee shall
appoint a member of the internal audit staff to serve as
Secretary to the Committee and may in its discretion appoint one
or more Assistant Secretaries. The Chief Executive Officer shall
not be an Ex Officio Member of this Committee.
(b) FREQUENCY OF MEETINGS. The committee shall meet at
least three (3) times annually and at such other times as may be
necessary for the committee to discharge its duties.
(c) FUNCTION. The Audit Committee is charged with the
responsibility of recommending the selection of independent
accountants and auditors; reviewing and approving the scope of
the accountant's examination and any non-audit services to be
performed by the independent accountants; reviewing examination
reports by the independent accountants and regulatory agencies;
approving the internal audit plan and reviewing the results
thereof; ensuring that an adequate system of internal control has
been implemented within the Corporation and is being effectively
followed; reviewing appropriate standards of proper conduct for
the employees of the Corporation as set forth by the Corporate
Responsibility and Compliance Committee in the Company's Code of
Ethics; and monitoring compliance with such standards. The Audit
Committee shall keep a record of its proceedings and the actions
taken by it and report these proceedings and actions to the Board
of Directors.
3.8 CORPORATE OBJECTIVES AND FINANCE COMMITTEE.
(a) MEMBERSHIP. The Corporate Objectives and Finance
Committee shall consist of not less than five (5) or more than
eight (8) directors at least three (3) of which are non-employee
outside directors. The Chairman of the committee shall be
appointed by the Chairman of the Board with the approval of the
Board of Directors. The Corporation's Chief Financial Officer
shall be an ex officio member of the committee. The committee
shall keep a record of its proceedings and report its proceedings
to the Board of Directors.
(b) FREQUENCY OF MEETINGS. The Corporate Objectives and
Finance Committee shall meet at least twice annually and at such
other times as may be necessary in the discharge of its duties.
(c) FUNCTION. The Corporate Objectives and Finance
Committee shall be responsible for: overseeing the strategic
planning process and assisting management with setting a
strategic direction for the Corporation; monitoring the
operational and financial results of the Corporation; reviewing
and recommending to the Board of Directors, dividend policies and
payments; reviewing the risk management policy; and recommending
to management and the Board of Directors such financial and other
policies as will best advance the Corporation's operating
strategies and financial objectives.
3.9 CORPORATE RESPONSIBILITY AND COMPLIANCE COMMITTEE.
(a) MEMBERSHIP. The Committee shall consist of not less
than three (3) nor more than six (6) Directors one of whom shall
also serve as a member of the Audit Committee. The Chairman of
the committee shall be appointed by the Board upon the
recommendation of the Chairman of the Board. The Chief Executive
Officer shall be an ex officio member of the committee. The
committee shall keep a record of its proceedings and report its
proceedings to the Board of Directors.
(b) FREQUENCY OF MEETINGS. The committee shall meet at
least twice annually and otherwise as may be necessary for the
performance of its duties.
(c) FUNCTION. The Corporate Responsibility and Compliance
Committee shall be responsible for ensuring that ethical behavior
and proper compliance standards are established and maintained
throughout the Corporation. The committee shall also be
responsible for ensuring that management adopts and enforces
policies for the appropriate treatment of employees and customers
and behaves as a responsible corporate citizen. Further the
committee shall review and monitor the effectiveness of policies
and procedures adopted by the Corporation and its subsidiaries
for ensuring compliance with the Community Reinvestment Act.
3.10 CORPORATE GOVERNANCE AND NOMINATING COMMITTEE.
(a) MEMBERSHIP. The committee shall consist of not less
than three (3) nor more than six (6) non-employee directors and
either the Chief Executive Officer or the President. The
Chairman of the committee shall be a non-employee director
appointed by the Board of Directors upon the recommendation of
the Chairman of the Board. The committee may meet in executive
session, to evaluate the performance of the Chief Executive
Officer or otherwise, and the Chief Executive Officer or the
President whichever is a member of the committee shall not be
entitled to be present at such a meeting. At such executive
session(s) the absence of the Chief Executive Officer or
President shall not be counted for purposes of determining
whether a quorum exists. The committee shall keep a record of
its proceedings and report its proceedings to the Board of
Directors.
(b) FREQUENCY OF MEETINGS. The committee shall meet at
least twice annually and at such other times as may be necessary
for the committee to discharge its duties.
(c) FUNCTION. The Corporate Governance and Nominating
Committee shall be responsible for: conducting the evaluation of
the Chief Executive Officer and the Board itself; the selection,
nomination and orientation of new directors; education of
directors on an on-going basis; creating a specific succession
plan for the Chief Executive officer and assisting management
with the development and implementation of a comprehensive
management succession plan.
3.11 COMPENSATION COMMITTEE.
(a) MEMBERSHIP. The membership shall consist of not less
than three (3) nor more than six (6) non-employee directors at
least one of whom shall also be a member of the Corporate
Governance Committee. The Chairman of the committee shall be
appointed by the Board of Directors upon the recommendation of
the Chairman of the Board. The committee shall keep a record of
its proceedings and report its proceedings to the Board of
Directors.
(b) FREQUENCY OF MEETINGS. The Compensation Committee
shall meet at least twice annually and at such other times as may
be necessary for the Committee to discharge its duties.
(c) FUNCTION. The Compensation Committee shall be
responsible for creating a performance-based compensation program
for the Executive Officers of the Corporation and the CEOs of the
subsidiaries; assisting management with the development of a
performance-based compensation program for the officers of the
Corporation and its subsidiaries; evaluating management
performance generally and approving a compensation program for
the elected officers of the Corporation. The committee shall
also review and approve any significant changes to the
Corporation's benefits plans whether qualified or non-qualified
and recommend appropriate changes in director compensation to the
Board of Directors.
ARTICLE IV
Officers
4.1 NUMBER AND MANNER OF ELECTION OF OFFICERS; TERMS OF
APPOINTMENT. The officers of the Corporation shall include:
(a) A Chairman of the Board, a Chief Executive Officer, a
President, a Secretary, a Chief Financial Officer and Treasurer,
one or more Senior Vice Presidents, one or more Assistant
Secretaries and may include one or more Vice Chairmen of the
Board, each of whom shall be elected by the Board.
(b) Such other officers as the Chairman of the Board or
President may deem necessary, each of whom shall be appointed by
the Chairman of the Board, President or a Vice Chairman.
Officers of subsidiaries of the Corporation shall be elected and
have their compensation set in the same manner as comparable officers
of the Corporation.ecommendation of the Chairman of the Board.
One person may hold more than one office except that the offices of
President and Secretary may not be held by the same person.
4.2 TERM OF OFFICE. The officers designated in Section 4.1(a)
and the Chief Auditor if any, shall be elected by the Board at its
organizational meeting. Such officers unless otherwise removed shall
each hold office until the next organizational meeting of the Board
of Directors or until their successors are elected. The Chairman of
the Board, Chief Executive Officer and the President shall be chosen
from among the Directors. The officers designated in Section 4.1(b)
may be appointed at any time by the Chairman of the Board, the Chief
Executive Officer, the President or a Vice Chairman, and shall serve
at the pleasure of the Board of Directors.
4.3 REMOVAL. Any officer of the Corporation may be removed
from office, with or without cause, at any time, by the Board of
Directors. Any officer appointed by the Chairman of the Board,
the Chief Executive Officer, the President or a Vice Chairman may
be removed from office by him with or without cause at any time.
4.4 RESIGNATIONS. Any officer may resign at any time by
giving written notice to the Board, Chairman of the Board,
President or the Secretary. Such resignation shall be effective
on the date of receipt of such notice or any later date specified
therein, and unless otherwise specified therein, the acceptance
of such resignation shall not be necessary to make it effective.
4.5 VACANCIES, NEW OFFICES AND PROMOTIONS. A vacancy for
whatever cause in any office may be filled at any time for the
unexpired portion of the term, in the manner prescribed in these
Bylaws for regular election or appointment to such office. New
offices may be created and filled, and the promotions and changes
in officers' titles may be made at any time in the manner
prescribed in these Bylaws for regular election or appointment to
such office.
4.6 CHAIRMAN OF THE BOARD. The Chairman of the Board may
also serve as the Chief Executive Officer if so designated by the
Board of Directors and shall have general supervision of the
policies and operations of the Corporation subject to the
direction and control of the Board. He shall preside at all
meetings of the stockholders, the Board of Directors and the
Executive Committee. He shall have the power to sign checks,
orders, contracts, leases, notes, drafts and other documents and
instruments in connection with the business of the Corporation,
and have such other powers and perform such other duties as shall
be designated by the Board of Directors or as may be incidental
to his office. The Chairman of the Board shall have the
authority to appoint officers of the Corporation below the rank
of Senior Vice President.
4.7 CHIEF EXECUTIVE OFFICER. The Chief Executive Officer
shall have supervision of the policies and management of the
Corporation. He shall have the power to sign checks, orders,
contracts, leases, notes, drafts and other documents and
instruments in connection with the business of the Corporation
and have such other powers and perform such other duties as may
be assigned to him by Board of Directors or as may be incidental
to his office. In the absence of the Chairman of the Board, he
shall preside at meetings of Stockholders, meetings of the Board
of Directors and the Executive Committee. The Chief Executive
Officer shall have the authority to appoint officers of the
Corporation below the rank of Senior Vice President.
4.8 PRESIDENT. The President shall be the Chief Operating
Officer and shall participate in the supervision of the policies
and management of the Corporation, and may, if so designated by
the Board of Directors, be the Chief Executive Officer of the
Corporation. He shall perform all duties incidental to the
office of President and shall perform such other duties as may be
assigned to him from time to time by the Board of Directors or
the Chairman of the Board. In the absence of the Chairman of the
Board, he shall preside at meetings of stockholders, meetings of
the Board of Directors and the Executive Committee. He shall
have the same power to sign for the Corporation and to appoint
officers as prescribed in these Bylaws for the Chairman of the
Board and the Chief Executive Officer.
4.9 VICE CHAIRMAN OF THE BOARD OF DIRECTORS. A Vice
Chairman of the Board shall participate in the supervision of the
policies and operations of the Bank and shall have such other
duties as may be assigned to him from time to time by the Board
of Directors or the Chairman of the Board. In the absence of the
Chairman of the Board and the President, a Vice Chairman, as
designated by the Chairman of the Board, shall preside at
meetings of the stockholders and of the Board of Directors. A
Vice Chairman shall have the authority to appoint officers of the
Corporation below the rank of Senior Vice President.
4.10 SECRETARY. The Secretary shall: a) keep the minutes
of all meetings of the Stockholders, the Board of Directors, the
Standing Committees, and such other Committees as the Board may
designate; b) see that all notices of such meetings required to
be given by the Corporation are duly given and served in
accordance with these Bylaws or as required by law; c) be
custodian of the corporate records and of the seal of the
Corporation and have authority to affix the seal to any documents
requiring such seal and to attest the same; d) sign with the
Chief Executive Officer certificates for shares of the
Corporation the issuance of which shall have been authorized by
resolution of the Board of Directors; and e) in general perform
all 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 the Chief Executive Officer. In the absence of
the Secretary, an Assistant Secretary shall act in his stead.
4.11 CHIEF FINANCIAL OFFICER AND TREASURER. The Chief
Financial Officer and Treasurer shall have charge of and be
responsible for all funds, securities, receipts and disbursements
of the Corporation, and shall deposit all monies and securities
of the Corporation in such banks and depositories as shall be
designated by the Board of Directors or the Chief Executive
Officer, and perform such other duties as may be incidental to
the office. The Chief Financial Officer and Treasurer shall be
responsible (i) for maintaining adequate financial accounts and
records in accordance with generally accepted accounting
practices; (ii) for the preparation of appropriate operating
budgets and financial statements; and (iii) for the preparation
and filing of all tax returns required by law. The Chief
Financial officer shall have the same power to sign for the
Corporation as prescribed in these By-Laws for the Chairman of
the Board and the Chief Executive Officer.
4.12 POWERS AND DUTIES OF OTHER OFFICERS. The powers and
duties of all other officers of the Corporation shall be those
usually pertaining to their respective offices, subject to the
direction and control of the Board of Directors and as otherwise
provided in these Bylaws, or as prescribed by the Chief Executive
Officer.
4.13 EXECUTION OF DOCUMENTS. The Chief Executive Officer,
Chairman of the Board, President, any officer being a member of
the Corporation's management staff who is also a person in charge
of and responsible for any department within the Corporation and
any other officer to the extent such officer is so designated and
authorized by the Chief Executive Officer, the Chairman of the
Board, the President, or any other officer who is a member of the
Corporation's management staff who is in charge of and
responsible for any department within the Corporation, are hereby
authorized on behalf of the Corporation to sell, assign, lease,
mortgage, transfer, deliver and convey any real or personal
property now or hereafter owned by or standing in the name of the
Corporation or its nominee, or held by this Corporation as
collateral security, and to execute and deliver such deeds,
contracts, assignments or other papers or documents as may be
appropriate in the circumstances; to purchase and acquire any
personal property including loan portfolios and to execute and
deliver such agreements, contracts or other papers or documents
as may be appropriate in the circumstances; to execute any
indemnity and fidelity bonds, proxies or other papers or
documents of like or different character necessary, desirable or
incidental to the conduct of its business; provided, however,
that the signature of any such officer shall be attested in each
case by the Secretary, or an Assistant Secretary.
4.14 POWERS OF OFFICERS AND MANAGEMENT STAFF. The Chief
Executive Officer, the President, and those officers so
designated and authorized by the Chief Executive Officer are
authorized for and on behalf of the Corporation, and to the
extent permitted by law and by policy; to make loans and
discounts; to purchase or acquire drafts, notes, stocks, bonds,
and other securities for investment of funds held by the
Corporation; to execute and purchase acceptances; to appoint,
empower and direct all necessary agents and attorneys; to sign
and give any notice required to be given; to demand payment
and/or to declare due for any default any debt or obligation due
or payable to the Corporation upon demand or authorized to be
declared due; to foreclose any mortgages, to exercise any option,
privilege or election to forfeit, terminate, extend or renew any
lease; to authorize and direct any proceedings for the collection
of any money or for the enforcement of any right or obligation;
to adjust, settle and compromise all claims of every kind and
description in favor of or against the Corporation, and to give
receipts, releases and discharges therefor; to borrow money and
in connection therewith to make, execute and deliver notes, bonds
or other evidences of indebtedness; to pledge or hypothecate any
securities or any stocks, bonds, notes or any property real or
personal held or owned by the Corporation, or to rediscount any
notes or other obligations held or owned by the Corporation, to
employ or direct the employment of all personnel, including
elected and appointed officers, and the dismissal of them at
pleasure, and in furtherance of and in addition to the powers
hereinabove set forth to do all such acts and to take all such
proceedings as in his or her judgment are necessary and
incidental to the operation of the Corporation.
Other persons in the employment of the Corporation,
including but not limited to officers and other members of the
management staff, may be authorized by the Chief Executive
Officer, to perform the powers set forth above, subject, however,
to such limitations and conditions as are set forth in the
authorization given to such persons.
4.15 BONDS. Each officer and employee of the Corporation
shall give bond covering the honest and faithful performance of
his duties. The form and amount of such bonds, and the name of
the company providing the surety, shall be approved annually by
the Board of Directors at its organizational meeting, the
premiums thereon to be paid by the Corporation.
ARTICLE V
Capital Stock
5.1 CERTIFICATES. The shares of capital stock of the
Corporation shall be evidenced by certificates in forms
prescribed by the Board of Directors and executed in any manner
permitted by law and stating thereon the information required by
law. Transfer agents and/or registrars for one or more classes
of the stock of the Corporation may be appointed by the Board of
Directors and may be required to countersign certificates
representing stock of such class or classes. If any officer
whose signature or facsimile thereof shall have been used on a
stock certificate shall for any reason cease to be an officer of
the Corporation and such certificate shall not then have been
delivered by the Corporation, the Board of Directors may
nevertheless adopt such certificate and it may then be issued and
delivered as though such person had not ceased to be an officer
of the Corporation.
5.2 LOST, DESTROYED AND STOLEN CERTIFICATED SECURITIES.
Holders of the stock of the Corporation shall immediately notify
the Corporation of any loss, destruction or mutilation of the
certificate(s) therefor, and if the Corporation has not
previously received notice that the certificate(s) has/have been
acquired by a bona fide purchaser, the Corporation may cause one
or more new certificates for the same number of shares in the
aggregate to be issued to such stockholder upon the surrender of
the mutilated certificate or upon satisfactory proof of such loss
or destruction, and the deposit of a bond in such form and amount
and with such surety as the Corporation may require and the
satisfaction by the stockholder of any other reasonable
requirements imposed by the Corporation.
5.3 TRANSFER OF STOCK. The stock of the Corporation shall
be transferable or assignable only on the Books of the
Corporation by the holders in person or by an attorney in fact
upon surrender of the Certificate for such shares duly endorsed
and, if sought to be transferred by an attorney in fact,
accompanied by a written power of attorney to have the same
transferred on the books of the Corporation. The Corporation
shall recognize, however, the exclusive right of the person
registered on its books as the owner of shares to receive
dividends and to vote as such owner. To the extent that any
provision of the Rights Agreement between the Corporation and
Crestar Bank, as Rights Agent, dated as of January 18, 1990, is
deemed to constitute a restriction on the transfer of any
securities of the Corporation, including, without limitation, the
Rights, as defined therein, such restriction is hereby authorized
by the bylaws of the Corporation.
5.4 CLOSING OF TRANSFER BOOKS AND FIXING RECORD DATE. For
the purpose of determining stockholders entitled to notice of or
to vote at any meeting of stockholders or any adjournment
thereof, or entitled to receive payment of any dividend, or in
order to make a determination of stockholders for any other
proper purpose, the Board of Directors may provide, that the
stock transfer books shall be closed for a stated period but not
to exceed in any case, seventy (70) days or such other number of
days as permitted by the Virginia Stock Corporation Act.
In lieu of closing the stock transfer books, the Board of
Directors may fix in advance a date as the record date for any
such determination of stockholders, such date in any case to be
not more than seventy days (70) or such other number of days as
permitted by the Virginia Stock Corporation Act prior to the
date on which the particular action, requiring such determination
of stockholders, is to be taken. If the stock transfer books are
not closed and no record date is fixed for the determination of
stockholders entitled to notice or to vote at a meeting of
stockholders, or stockholders entitled to receive payment of a
dividend, the date on which notices of the meeting are 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 stockholders. When a
determination of stockholders entitled to vote at any meeting of
the stockholders has been made as provided in this section such
determination shall apply to any adjournment thereof.
ARTICLE VI
Miscellaneous Provisions
6.1 SEAL. The seal of the Corporation shall consist of a
flat-face circular die, of which there may be any number of
counterparts, and on which there shall be engraved the word
"Seal" and the name of the Corporation. Any officer of the
Corporation designated in writing by the Chief Executive Officer
or Secretary shall have authority to affix and attest the seal.
Failure to use the corporate seal shall not affect the validity
of any instrument.
6.2 VOTING OF STOCK HELD. Unless otherwise provided by
resolution of the Board of Directors or of the Executive
Committee, the Chairman of the Board, the President, or any
Senior Vice President may from time to time appoint an attorney
or attorneys or agent or agents of this Corporation, in the name
and on behalf of this Corporation, to cast the vote which this
Corporation may be entitled to cast as a stockholder or otherwise
in any other corporation, any of whose stock or securities may be
held by this Corporation at meetings of the holders of the stock
or other securities of such other corporation or to consent in
writing to any action by any such other corporation. Such
officer shall instruct the person or persons so appointed as to
the manner of casting such votes or giving such consent and may
execute or cause to be executed on behalf of this Corporation
such written proxies, consents, waivers or other instruments as
may be necessary or proper. In lieu of an appointment of an
attorney or agent the officer may himself attend any meetings of
the holders of stock of other securities of any such other
corporation and there vote or exercise any or all power of this
Corporation as the holder of such stock or other securities of
such other corporation.
6.3 CHECKS, NOTES AND DRAFTS. Checks, notes, drafts and
other orders for the payment of money shall be signed by the
Chairman of the Board, President, Secretary, Chief Financial
Officer and Treasurer, Controller or such other officer(s) as the
Board of Directors from time to time may authorize. The
signature of any such person may be a facsimile.
6.4 FISCAL YEAR. The fiscal year of the Corporation shall
be the calendar year.
ARTICLE VII
Emergency By-Laws.
7.1 The Emergency Bylaws provided in this Article VII shall
be operative during any emergency resulting from any catastrophic
event including an attack the United States or any nuclear or
atomic disaster notwithstanding any different provision in the
preceding Articles of the Bylaws or in the Articles of
Incorporation of the Corporation or in the Virginia Stock
Corporation Act (other than those provisions relating to
emergency Bylaws). To the extent not inconsistent with these
Emergency Bylaws the Bylaws provided in the preceding articles
shall remain in effect during such emergency and upon the
termination of such emergency the Emergency Bylaws shall cease to
be operative unless and until another such emergency shall occur.
During any such emergency:
(a) Any meeting of the Board of Directors may be called by
any officer of the Corporation or by any Director. The notice
thereof shall specify the time and place of the meeting. To the
extent feasible, notice shall be given only to such of the
Directors as it may be feasible to reach at the time, by such
means as may be feasible at the time, including publication or
radio, and at a time less than twenty-four hours before the
meeting if deemed necessary by the person giving notice. Notice
shall be similarly given, to the extent feasible, to the other
persons referred to in (b) below,
(b) At any meeting of the Board of Directors, a quorum
shall consist of a majority of the number of Directors fixed at
the time in accordance with Article II of the Bylaws. If the
Directors present at any particular meeting shall be fewer than
the number required for such quorum, other persons present may be
included in the number necessary to make up such quorum, and
shall be deemed Directors for such particular meeting as
determined by the following provisions and in the following order
of priority:
(i) Officers designated in Section 4.l(a) of the
Bylaws, not already serving as Directors, in the order of their
seniority of first election to such offices, or if two or more
shall have been first elected to such offices on the same day, in
the order of their seniority in age;
(ii) All other officers of the Corporation in the order
of their seniority of first election to such offices, or if two
or more shall have been first elected to such offices on the same
day, in the order of their seniority in age; and
(iii) Any other persons that are designated on a list
that shall have been approved by the Board of Directors before
the emergency, such persons to be taken in such order of priority
and subject to such conditions as may be provided in the
resolution approving the list.
(c) The Board of Directors, during as well as before any
such emergency, may provide, and from time to time modify, lines
of succession in the event that during such an emergency any or
all officers or agents of the Corporation shall for any reason be
rendered incapable of discharging their duties.
(d) The Board of Directors, during as well as before any
such emergency, may, effective in the emergency, change the
principal office, or designate several alternative offices, or
authorize the officers to do so.
No officer, Director or employee acting in accordance with
these Emergency Bylaws shall be liable except for willful
misconduct.
These Emergency Bylaws shall be subject to repeal or change
by further action of the Board of Directors or by action of the
stockholders, except that no such repeal or change shall modify
the provisions of the next preceding paragraph with regard to
action or inaction prior to the time of such repeal or change.
Any such amendment of these Emergency Bylaws may make any further
or different provision that may be practical and necessary for
the circumstances of the emergency.
Article VIII
Amendments
8.1 These Bylaws may be amended, altered, or repealed at
any meeting of the Board of Directors by affirmative vote of a
majority of the number of Directors fixed by resolution of the
Board pursuant to these Bylaws. The stockholders entitled to
vote in an election of Directors, however, shall have the power
to rescind, alter, amend or repeat any Bylaws and to enact Bylaws
which, if expressly so provided, may not be amended, altered or
repealed by the Board of Directors.
