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As filed with the Securities and Exchange Commission on May 22, 1998 Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
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CORUS BANKSHARES, INC.
(Exact Name of Registrant as Specified in Its Charter)
MINNESOTA 41-0823592
(State or Other Jurisdiction (I.R.S. Employer
of Incorporation or Organization) Identification No.)
3959 NORTH LINCOLN AVENUE
CHICAGO, ILLINOIS 60613
(Address of Principal Executive Offices)
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CORUS BANK BONUS PROGRAM FOR COMMERCIAL LOAN OFFICERS
(Full Title of the Plan)
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TIM TAYLOR
CORUS BANKSHARES, INC.
3959 NORTH LINCOLN AVENUE
CHICAGO, ILLINOIS 60613
(773) 388-3088
(Name, Address and Telephone Number, including Area Code, of Agent for Service)
Copies To:
JENNIFER R. EVANS, ESQ.
VEDDER, PRICE, KAUFMAN & KAMMHOLZ
222 NORTH LASALLE STREET
CHICAGO, ILLINOIS 60601
(312) 609-7686
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CALCULATION OF REGISTRATION FEE
Proposed Maximum Proposed Maximum
Title of Securities Amount to Offering Aggregate Offering Amount of
to Be Registered be Registered Price Per Share (1) Price Registration Fee
---------------- ------------- ------------------- ----- ----------------
Common Stock, par value 100,000 $43.50 $4,350,000 $1,283
$.05 per share shares
============================== ================= ======================== ========================= =========================
(1) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(h)(l) based on the average of the
high and low sales prices for the Common Stock reported on the Nasdaq National Market(sm) on May 20, 1998 ($ 43.50).
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PART I
INFORMATION REQUIRED IN THE SECTION 10(A)
PROSPECTUSES
Note: The documents containing the information required by this section will
be given to employees eligible to participate in the Corus Bank Bonus
Program for Commercial Loan Officers (the "Plan") and are not required
to be filed with the Commission as a part of the Registration
Statement.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed with the Securities and Exchange
Commission (the "Commission") by Corus Bankshares, Inc., a Minnesota corporation
("Corus" or "Registrant"), are incorporated, as of their respective dates, in
this Registration Statement by reference:
A. Registrant's Annual Report on Form 10-K for the fiscal year
ended December 31, 1997.
B. Registrant's Quarterly Report on Form 10-Q for the period
ended March 31, 1998.
C. All other reports filed by Corus pursuant to Sections 13(a) or
15(d) of the Securities Exchange Act of 1934 since March 31,
1998.
D. The description of Registrant's Common Stock contained in
Registrant's Registration Statement filed with the Commission
pursuant to Section 12 of the Securities Exchange Act of 1934
on Form 8-A (Registration No. 0-06136) and all amendments or
reports filed for the purpose of updating such description.
All documents filed by Corus pursuant to Section 13(a), 13(c), 14 and
15(d) of the Securities Exchange Act of 1934 prior to the filing of a
post-effective amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold are incorporated
by reference in this Registration Statement and are a part hereof from the date
of filing such documents. Any statement contained in a document incorporated or
deemed to be incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Registration Statement to the extent that a
statement contained herein or in any other subsequently filed document which
also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
The validity of the issuance of the Common Stock offered hereby will be
passed upon for Corus by Vedder, Price, Kaufman & Kammholz, Chicago, Illinois.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
In accordance with the Minnesota Business Corporation Act (being
Chapter 302A of the Minnesota Statutes), Article IV of the Registrant's Bylaws
provide as follows:
ARTICLE IV: The corporation shall indemnify any person who was
or is a party or is threatened to be made a party to any threatened,
pending or completed action, suit or proceedings, whether civil,
criminal, administrative or investigative by reason of the fact that
such person is or was a director, or officer of the corporation or is
or was serving as a director of a subsidiary corporation against
expenses (including attorney's fees actually and reasonably incurred),
judgments, fines and amounts paid in settlement by such person in
connection with such action, suit or proceeding if said party has met
the elements specified for eligibility for indemnification as set forth
in subdivision 2 of
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Section 302A.521 of the Minnesota Business Corporation Act. The
termination of any action, suit or proceeding by judgment or
settlement, conviction, or upon a plea of nolo contendere or its
equivalent, shall not, of itself, create a presumption that the person
did not meet each of the eligibility requirements as set forth in
subdivision 2 of Section 302A.521 of the Minnesota Business Corporation
Act.
In addition, this corporation shall indemnify any person who
was or is a party or is threatened to be made a party to any
threatened, pending or completed action or suit by or on behalf of the
corporation to obtain a judgment in its favor by reason of the fact
that such person is or was a director or officer of the corporation, or
is or was serving as a director of a subsidiary corporation, against
expenses (including attorneys' fees) actually and reasonably incurred
by such person in connection with the defense or settlement of such
action or suit if he or she has met each of the requirements set forth
in Subdivision 2 of Section 302A.521 of the Minnesota Business
Corporation Act.
Furthermore, this corporation shall also indemnify any person
who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding, whether
civil or criminal, administrative or investigative, by reason of the
fact that such person is or was an officer of a subsidiary corporation
against expenses (including attorneys' fees actually and reasonably
incurred), judgments, fines and amounts paid in settlement by such
person in connection with such action, suit or proceeding if said party
has met the elements specified for eligibility for indemnification as
set forth in subdivision 2 of Section 302A.521 of the Minnesota
Business Corporation Act, and provided further that said person was not
negligent in the performance of his or her duties while acting as an
officer of a subsidiary corporation.
This corporation shall further indemnify any person who was or
is a party or is threatened to be made a party to any threatened,
pending or completed action, suit or proceedings, whether civil,
criminal, administrative or investigative by reason of the fact that
such person is or was serving in an official capacity as a trustee or
as a fiduciary of any employee pension or benefit plan for the
corporation or any subsidiary against expenses (including attorneys'
fees actually and reasonably incurred), judgments, fines and amounts
paid in settlement by such person in connection with such action, suit
or proceeding if said party has met the elements specified for
eligibility for indemnification as set forth in Subdivision 2 of
Section 302A.521 of the Minnesota Business Corporation Act.
In order to be eligible for indemnification, any officer or
director made a party to any threatened or pending action, suit or
proceeding shall notify the corporation in writing within thirty (30)
days that said party intends to seek indemnification and thereafter the
corporation shall have the right to arrange for the defense of said
party and the payment of costs associated therewith, and if the
corporation does undertake defense of any officer, director or other
party eligible for indemnification, then the corporation shall have the
right, with the consent of the party to be indemnified, to settle said
action, claim or suit, provided, however, that if said party refuses to
accept the settlement offer, then the corporation shall not be
obligated for any further indemnification or payment of any additional
claim, costs or judgments in excess of the settlement offer amount. No
indemnification shall be available to any officer or director who shall
fail to give the notice required by this paragraph if the corporation
was unaware of the action to which the notice would have related and
was prejudiced by failure to give the notice.
No indemnification shall be made with respect of any claim,
issue or matter as to which such person seeking indemnification shall
have been adjudged to be liable for misconduct in the performance of
his or her duty to the corporation or any subsidiary or employee
pension or benefit plan provided, however, that except as to an officer
of a subsidiary corporation the termination of any action, suit or
proceeding by judgment or settlement, conviction or upon a plea of nolo
contendere or its equivalent, shall not of itself create a presumption
that the person seeking indemnification did not
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meet each of the eligibility requirements as set forth in subdivision 2
of Section 302A.521 of the Minnesota Business Corporation Act.
The corporation shall also have the power from time to time to
purchase and maintain insurance on behalf of any person in that
person's Official Capacity, against any liability asserted against and
incurred by the person in or arising from that capacity whether or not
the corporation would have been required to indemnify the person
against the liability under the provisions of these by-laws.
The corporation shall also have the power from time to time to
enter into Indemnification Agreements with each director or officer of
the corporation and with each director of a subsidiary corporation and
with each trustee or individual acting in a fiduciary capacity for an
employee benefit or pension plan sponsored by the corporation or a
subsidiary and with each director or officer of the corporation or
trustee or individual acting as a fiduciary as aforesaid as same are
added as directors or officers or trustees or fiduciary as aforesaid to
the corporation or of a subsidiary corporation, or with respect to an
employee benefit or pension plan sponsored by the corporation or a
subsidiary, provided however, that the failure to execute
Indemnification Agreements between any such director, trustee,
fiduciary and/or officer as aforesaid and the corporation shall not
abrogate the indemnification authorized by these by-laws.
The corporation shall have no obligation to indemnify any
employee (other than officers or directors of the corporation or of a
subsidiary as defined in these by-laws) or agent who was or is a party
or is threatened to be made a party to any threatened pending or
completed action, suit or proceeding, whether civil, criminal,
administrative or investigative by reason of the fact that such person
is or was an agent or employee of the corporation or of a subsidiary
corporation against expenses (including attorneys' fees actually and
reasonably incurred), judgments, fines, and amounts paid in settlement
by such person in connection with such action, suit or proceeding. Any
indemnification of such employees or agents shall be made only to the
extent and on such terms and conditions as the Board of Directors of
this corporation may determine by separate resolution.
For purposes of this Section IV the term "subsidiary
corporation" shall mean a corporation of which 80% of the issued and
outstanding shares thereof are owned by this corporation and the term
"official capacity" shall have the same meaning as set forth in the
Minnesota Business Corporation Act.
The Minnesota Business Corporation Act provides for indemnification of
officers, directors and others as follows:
302A.521 INDEMNIFICATION.--Subdivision 1. Definitions. (a) For purposes
of this section, the terms defined in this subdivision have the
meanings given them.
(b) "Corporation" includes a domestic or foreign corporation
that was the predecessor of the corporation referred to in this section
in a merger or other transaction in which the predecessor's existence
ceased upon consummation of the transaction.
(c) "Official capacity" means (1) with respect to a director,
the position of a director in a corporation, (2) with respect to a
person other than a director, the elective or appointive office or
position held by an officer, member of a committee of the board, or the
employment relationship undertaken by an employee of the corporation,
and (3) with respect to a director, officer, or employee of the
corporation who, while a director, officer, or employee of the
corporation, is or was serving at the request of the corporation or
whose duties in that position involve or involved service as a
director, officer, partner, trustee, employee, or agent of another
organization or employee benefit plan, the
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position of that person as a director, officer, partner, trustee,
employee, or agent, as the case may be, of the other organization or
employee benefit plan.
(d) "Proceeding" means a threatened, pending, or completed
civil, criminal, administrative, arbitration, or investigative
proceeding, including a proceeding by or in the right of the
corporation.
(e) "Special legal counsel" means counsel who has not
represented the corporation or a related organization, or a director,
officer, member of a committee of the board, or employee, whose
indemnification is in issue.
Subd. 2. Indemnification mandatory; standard. (a) Subject to
the provisions of subdivision 4, a corporation shall indemnify a person
made or threatened to be made a party to a proceeding by reason of the
former or present official capacity of the person against judgments,
penalties, fines, including, without limitation, excise taxes assessed
against the person with respect to an employee benefit plan,
settlements, and reasonable expenses, including attorneys' fees and
disbursements, incurred by the person in connection with the
proceeding, if, with respect to the acts or omissions of the person
complained of in the proceeding, the person:
(1) Has not been indemnified by another organization or
employee benefit plan for the same judgments, penalties, fines,
including, without limitation, excise taxes assessed against the person
with respect to an employee benefit plan, settlements and reasonable
expenses, including attorneys' fees and disbursements, incurred by the
person in connection with the proceeding with respect to the same acts
or omissions;
(2) Acted in good faith;
(3) Received no improper personal benefit and section
302A.255, if applicable, has been satisfied;
(4) In the case of a criminal proceeding, had no reasonable
cause to believe the conduct was unlawful; and
(5) In the case of acts or omissions occurring in the official
capacity described in subdivision 1, paragraph (c), clause (1) or (2),
reasonably believed that the conduct was in the best interests of the
corporation, or in the case of acts or omissions occurring in the
official capacity described in subdivision 1, paragraph (c), clause
(3), reasonably believed that the conduct was not opposed to the best
interests of the corporation. If the person's acts or omissions
complained of in the proceeding relate to conduct as a director,
officer, trustee, employee, or agent of an employee benefit plan, the
conduct is not considered to be opposed to the best interests of the
corporation if the person reasonably believed that the conduct was in
the best interests of the participants or beneficiaries of the employee
benefit plan.
(b) The termination of a proceeding by judgment, order,
settlement, conviction, or upon a plea of nolo contendere or its
equivalent does not, of itself, establish that the person did not met
the criteria set forth in this subdivision.
Subd. 3. Advances. Subject to the provisions of subdivision 4,
if a person is made or threatened to be made a party to a proceeding,
the person is entitled, upon written request to the corporation, to
payment or reimbursement by the corporation of reasonable expenses,
including attorneys' fees and disbursements, incurred by the person in
advance of the final disposition of the proceeding, (a) upon receipt by
the corporation of a written affirmation by the person of a good faith
belief that the criteria for indemnification set forth in subdivision 2
have been satisfied and a written
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undertaking by the person to repay all amounts so paid or reimbursed by
the corporation, if it is ultimately determined that the criteria for
indemnification have not been satisfied, and (b) after a determination
that the facts then known to those making the determination would not
preclude indemnification under this section. The written undertaking
required by clause (a) is an unlimited general obligation of the person
making it, but need not be secured and shall be accepted without
reference to financial ability to make the repayment.
Subd. 4. Prohibition or limit on indemnification or advances.
The articles or bylaws either may prohibit indemnification or advances
of expenses otherwise required by this section or may impose conditions
on indemnification or advances of expenses in addition to the
conditions contained in subdivisions 2 and 3 including, without
limitation, monetary limits on indemnification or advances of expenses,
if the prohibition or conditions apply equally to all persons or to all
persons within a given class. A prohibition or limit on indemnification
or advances may not apply to or affect the right of a person to
indemnification or advances of expenses with respect to any acts or
omissions of the person occurring prior to the effective date of a
provision in the articles or the date of adoption of a provision in the
by-laws establishing the prohibition or limit on indemnification or
advances.
Subd. 5. Reimbursement to witnesses. This section does not
require, or limit the ability of, a corporation to reimburse expenses,
including attorneys' fees and disbursements, incurred by a person in
connection with an appearance as a witness in a proceeding at a time
when the person has not been made or threatened to be made a party to a
proceeding.
Subd. 6. Determination of eligibility. (a) All determinations
whether indemnification of a person is required because the criteria
set forth in subdivision 2 have been satisfied and whether a person is
entitled to payment or reimbursement of expenses in advance of the
final disposition of a proceeding as provided in subdivision 3 shall be
made.
(1) By the board by a majority of a quorum, if the directors
who are at the time parties to the proceeding are not counted for
determining either a majority or the presence of a quorum;
(2) If a quorum under clause (1) cannot be obtained, by a
majority of a committee of the board, consisting solely of two or more
directors not at the time parties to the proceeding, duly designated to
act in the matter by a majority of the full board including directors
who are parties;
(3) If a determination is not made under clause (1) or (2), by
special legal counsel, selected either by a majority of the board or a
committee by vote pursuant to clause (1) or (2) or, if the requisite
quorum of the full board cannot be obtained and the committee cannot be
established, by a majority of the full board including directors who
are parties;
(4) If a determination is not made under clauses (1) to (3),
by the shareholders, but the shares held by parties to the proceeding
must not be counted in determining the presence of a quorum and are not
considered to be present and entitled to vote on the determination; or
(5) If an adverse determination is made under clauses (1) to
(4) or under paragraph (b), or if no determination is made under
clauses (1) to (4) or under paragraph (b) within 60 days after (i) the
later to occur of the termination of a proceeding or a written request
for indemnification to the corporation or (ii) a written request for an
advance of expenses, as the case may be, by a court in this state,
which may be the same court in which the proceeding involving the
person's liability took place, upon application of the person and any
notice the court requires. The person seeking indemnification or
payment or reimbursement of expenses pursuant to this clause has the
burden of establishing that the person is entitled to indemnification
or payment or reimbursement of expenses.
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(b) With respect to a person who is not, and was not at the
time of the acts or omissions complained of in the proceedings, a
director, officer, or person possessing, directly or indirectly, the
power to direct or cause the direction of the management or policies of
the corporation, the determination whether indemnification of this
person is required because the criteria set forth in subdivision 2 have
been satisfied and whether this person is entitled to payment or
reimbursement of expenses in advance of the final disposition of a
proceeding as provided in subdivision 3 may be made by an annually
appointed committee of the board, having at least one member who is a
director. The committee shall report at least annually to the board
concerning its actions.
Subd. 7. Insurance. A corporation may purchase and maintain
insurance on behalf of a person in that person's official capacity
against any liability asserted against and incurred by the person in or
arising from that capacity, whether or not the corporation would have
been required to indemnify the person against the liability under the
provisions of this section.
Subd. 8. Disclosure. A corporation that indemnifies or
advances expenses to a person in accordance with this section in
connection with a proceeding by or on behalf of the corporation shall
report to the shareholders in writing the amount of the indemnification
or advance and to whom and on whose behalf it was paid not later than
the next meeting of shareholders.
Subd. 9. Indemnification of other persons. Nothing in this
section shall be construed to limit the power of the corporation to
indemnify persons other than a director, officer, employee, or member
of a committee of the board of the corporation by contract or
otherwise. (Last amended by Ch. 10, L. '97, eff. 8-1-97.)
The Company does not maintain liability insurance for its directors and
officers and has not entered into any other indemnification agreements with its
directors or officers.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
4.1 Articles of Incorporation of Corus Bankshares, Inc., as
amended.
4.2 By-Laws of Corus Bankshares, Inc., as amended.
5.1 Opinion of Vedder, Price, Kaufman & Kammholz regarding the
legality of any original issuance of Common Stock.
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of KPMG Peat Marwick LLP.
23.3 Consent of Vedder, Price, Kaufman & Kammholz (included in
Exhibit 5.1).
24.1 Powers of Attorney (included on the signature pages of the
Registration Statement).
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ITEM 9. UNDERTAKINGS.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales
are being made, a post-effective amendment to this
Registration Statement to include any material
information with respect to the plan of distribution
not previously disclosed in the Registration
Statement or any material change to such information
set forth in the Registration Statement.
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, each such
post-effective amendment shall be deemed to be a new
registration statement relating to the securities
offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a
post-effective amendment any of the securities being
registered which remain unsold at the termination of
the offering.
(b) The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act
of 1933, each filing of the registrant's annual report
pursuant to Section 13(a) or Section 15(d) of the Securities
Exchange Act of 1934 (and each filing of the Plan's annual
report pursuant to Section 15(d) of the Securities Exchange
Act of 1934) that is incorporated by reference in this
Registration Statement shall be deemed to be a new
registration statement relating to the securities offered
herein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
(h) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers
and controlling persons of the registrant pursuant to the
foregoing provisions, or otherwise, the registrant has been
advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such
liabilities (other than the payment by the registrant of
expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense
of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the
securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it
is against policy as expressed in the Act and will be governed
by the final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the registrant certifies that it has reasonable grounds to believe that it meets
all the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Chicago, State of Illinois, on this 20th day of
May, 1998.
CORUS BANKSHARES, INC.
By: /s/ Robert J. Glickman
---------------------------------
Robert J. Glickman, President and CEO
We, the undersigned directors of Corus Bankshares, Inc., and each of
us, do hereby constitute and appoint each and any of Robert J. Glickman, Timothy
H. Taylor and Michael J. McClure, our true and lawful attorney and agent, with
full power of substitution and resubstitution, to do any and all acts and things
in our name and behalf in any and all capacities and to execute any and all
instruments for us in our names in any and all capacities, which attorney and
agent may deem necessary or advisable to enable said corporation to comply with
the Securities Act of 1933, as amended, and any rules, regulations, and
requirements of the Securities and Exchange Commission, in connection with this
Registration Statement, including specifically, but without limitation, power
and authority to sign for us or any of us in our names in the capacities
indicated below, any and all amendments (including post-effective amendments)
hereto; and we do hereby ratify and confirm all that said attorney and agent, or
his substitute, shall do or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons on the 20th
day of May, 1998 in the capacities indicated.
SIGNATURE TITLE
--------- -----
/s/ Joseph G. Glickman Chairman of the Board of Directors
----------------------------------
Joseph G. Glickman
/s/ Robert J. Glickman President, Chief Executive Officer
---------------------------------- and Director
Robert J. Glickman
/s/ Timothy H. Taylor Senior Vice President and
---------------------------------- Chief Financial Officer
Timothy H. Taylor
/s/ Michael J. McClure First Vice President and
---------------------------------- Chief Accounting Officer
Michael J. McClure
/s/ Steven D. Fifield
----------------------------------
Steven D. Fifield Director
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SIGNATURE TITLE
--------- -----
/s/ Karl H. Horn
----------------------------------
Karl H. Horn Director
/s/ Michael Levitt
----------------------------------
Michael Levitt Director
/s/ Rodney D. Lubeznik
---------------------------------- Director
Rodney D. Lubeznik
/s/ Michael Tang
---------------------------------- Director
Michael Tang
/s/ William H. Wendt, III
---------------------------------- Director
William H. Wendt, III
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INDEX TO EXHIBITS
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
------- ----------------------
4.1 Articles of Incorporation of Corus Bankshares, Inc., as
amended.
4.2 By-Laws of Corus Bankshares, Inc., as amended.
5.1 Opinion of Vedder, Price, Kaufman & Kammholz regarding the
legality of any original issuance of Common Stock.
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of KPMG Peat Marwick LLP.
23.3 Consent of Vedder, Price, Kaufman & Kammholz (included in
Exhibit 5.1).
24.1 Powers of Attorney (included on the signature pages of the
Registration Statement).
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EXHIBIT 4.1
AMENDED AND RESTATED
ARTICLES OF INCORPORATION
OF
CORUS BANKSHARES, INC.
FIRST: The name of the corporation (hereinafter called the
"corporation") shall be:
CORUS BANKSHARES, INC.
SECOND: The purposes and powers of this corporation shall be:
(a) To operate and conduct a bank holding company by providing
management service and advice to its subsidiaries relating to such matters as
accounting methods, investments, lending and credit techniques and compliance
with governmental regulations.
(b) To do any and all lawful acts and to carry out any and all
lawful business purposes permitted by law to a corporation formed under the
Minnesota Business Corporation Act.
(c) To acquire, hold, mortgage, pledge and dispose of the
shares, bonds, securities and other evidences of indebtedness of any domestic or
foreign corporation.
(d) To acquire, hold, use, sell, assign, lease, grant licenses
in respect of, mortgage, or otherwise dispose of letters patent of the United
States or any foreign country, patent rights, licenses and privileges,
inventions, improvements and processes, copyrights, trade-marks and trade-names.
(e) To enter into obligations or contracts and to do any acts
incidental to the transaction of its business or expedient for the attainment of
the purposes stated in these articles.
(f) To do each and all of the things aforesaid for itself, or
as agent, broker, factor or consignee of, or associate with another, and to do
the same as fully and to the same extent as natural persons might or could do.
To have in furtherance of the corporate purposes, all of the powers
conferred upon corporations incorporated under Chapter 320A, Minnesota Statutes.
Provided, that the word "and" shall mean "or" as well, and the word
"or" shall mean "and" as well, wherever used in this Article.
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THIRD: The duration of the corporation shall be perpetual.
FOURTH: The address of the registered office of the corporation in the
State of Minnesota is c/o C T Corporation System, Inc., 405 Second Avenue,
South, Minneapolis 55401, and the name of the registered agent of the
corporation at that address is C T Corporation System, Inc. The said registered
office is located in the County of Hennepin.
FIFTH:
(a) The total authorized number of par value shares of this
corporation shall be fifty million (50,000,000) shares; and the par value of
each such share shall be Five Cents ($.05).
(b) All shares shall have the same relative rights and voting
power and be without any relative preference or restrictions.
(c) The corporation shall have and does hereby retain a first
lien on the shares of its stockholders, and upon all dividends due thereon, for
any indebtedness by such stockholders to the corporation.
SIXTH: No shareholder entitled to vote in the election of directors
shall be entitled as of right to cumulative voting in any such election.
SEVENTH: Any action required or permitted to be taken at a meeting of
the Board of Directors of the corporation, other than an action requiring
shareholder approval, may be taken by written action signed by the number of
directors that would be required to make the same action at a meeting of the
Board of Directors at which all directors were present.
EIGHTH: The corporation shall, to the fullest extent permitted by
Chapter 302A, Minnesota Statutes, as the same may be amended and supplemented,
indemnify any and all persons whom it shall have power to indemnify under said
Chapter from and against any and all of the expenses, liabilities, or other
matters referred to in or covered by said Chapter.
NINTH: No holder of shares of capital stock of the corporation shall
have any preemptive or preferential right of subscription to any shares of stock
of the corporation, whether now or hereafter authorized, or to any obligations
convertible into stock of the corporation issued or sold, nor any right of
subscription to any thereof other than such , if any, as the Board of Directors,
in its sole discretion, may from time to time determine, and at such price as
the Board of Directors from time to time may fix.
TENTH: The corporation's business and conduct of its affairs shall be
regulated as follows:
(a) The management of the business and affairs of this
corporation and the custody of its properties shall be vested in a Board of
Directors of not less than five (5) and not more
2
<PAGE>
than thirteen (13) members who need not be stockholders. A majority of
the Board of Directors shall constitute a quorum.
(b) The Board of Directors may adopt and amend by-laws and adopt a seal
for this corporation.
(c) The annual meeting of the stockholders of this Corporation
shall be held on a day and hour and place to be designated by the Board of
Directors. Such date shall not be earlier than the First Monday in April and not
later than the last Monday in May of each year. At all meetings of stockholders,
special or annual, a majority of the stock entitled to voted thereat shall
constitute a quorum. Concurrence of a majority of all of the issued and
outstanding stock entitled to vote thereat shall be required for the taking of
any action by the stockholders, including the election of directors, unless by
the concurrence of more is required, and there shall be no cumulative voting.
(d) The directors, when elected, shall hold office until the
annual meeting of stockholders in the following year and until their successors
shall have been elected and have qualified.
(e) Immediately following the annual meeting of stockholders,
the annual meeting of directors shall be held. At such meeting the officers of
the corporation shall be elected by the directors. The officers, when elected,
shall hold office until the annual meeting of directors in the following year
and until their successors shall have been elected and have qualified. The
officers of the corporation shall consist of a President, Vice-President,
Secretary, Treasurer, and such assistant secretaries and assistant treasurers as
the Board of Directors shall from time to time determine. Any one person may
hold one or more offices.
(f) The shares in this corporation shall be issued from time
to time upon order of the Board of Directors for such consideration of cash, or
other property, tangible or intangible, or services, or of an amount transferred
from surplus to stated capital upon a share dividend, as the Board of Directors
in its discretion shall determine.
3
EXHIBIT 4.2
BYLAWS
OF
CORUS BANKSHARES, INC.
------------------------------------
ARTICLE I
SHAREHOLDERS
------------
1. Certificates Representing Shares. A certificate representing shares
of the corporation shall contain on its face the statements required by Section
302A.417, Minnesota Statutes, and by any other applicable provision of law, and
may be signed by the President or the Treasurer, or by any other officer or
agent authorized to do so by the Board of Directors. If a person signs or has a
facsimile signature placed upon a certificate while an officer, transfer agent,
or registrar of the corporation, the certificate may be issued by the
corporation, even if the person has ceased to have that capacity before the
certificate is issued, with the same effect as if the person had that capacity
at the date of its issue.
2. Fractions of a Share. The corporation may issue fractions of a share
originally or upon transfer. Fractions of a share, if issued, shall entitle the
holder to exercise voting rights or to receive distributions. Fractions of a
share may be represented by a certificate. If the corporation does not issue
fractions of a share, it shall comply with the alternative requirements of
Section 302A.423, Minnesota Statutes, as applicable.
3. Share Transfers. Upon compliance with any provisions restricting the
transferability of shares that may be set forth in the Articles of
Incorporation, these Bylaws, or any resolution or written agreement in respect
thereof, transfers of shares of the corporation shall be made only on the books
of the corporation by the registered holder thereof, or by his attorney
thereunto authorized by power of attorney duly executed and filed with an
officer of the corporation, or with a transfer agent or a registrar and on
surrender of the certificate or certificates for such shares properly endorsed
and the payment of all taxes thereon. Except as may be otherwise provided by law
or these Bylaws, the person in whose name shares stand on the books of the
corporation shall be deemed the owner thereof for all purposes as regards the
corporation; provided that whenever any transfer of shares shall be made for
collateral security, and not absolutely, such fact, if known to an officer of
the corporation, shall be so expressed in the entry of transfer.
4. Certification of Beneficial Owner. A resolution approved by the
affirmative vote of a majority of the directors present may establish a
procedure whereby a shareholder may certify in writing to the corporation that
all or a portion of the shares registered in the name of the shareholder are
held for the account of one or more beneficial owners. Upon receipt by the
corporation of the
<PAGE>
writing, the persons specified as beneficial owners, rather than the actual
shareholders, are deemed the shareholders for the purposes specified in the
writing.
5. Meaning of Certain Terms. As used herein in respect of the right to
notice of a meeting of shareholders or a waiver thereof or to participate or
vote thereat or to consent or dissent in writing in lieu of a meeting, as the
case may be, the term "share" or "shares" or "shareholder" or "shareholders"
refers to an outstanding share or shares and to a holder or holders of record of
outstanding shares when the corporation is authorized to issue only one class of
shares, and said reference is also intended to include any outstanding share or
shares and any holder or holders of record of outstanding shares of any class
upon which or upon whom the Articles of Incorporation confer such rights where
there are two or more classes or series of shares or upon which or upon whom
Chapter 302A, Minnesota Statutes, confers such rights notwithstanding that the
Articles of Incorporation may provide for more than one class or series of
shares, one or more of which are limited or denied such rights thereunder.
6. Shareholder Meetings
-- Time, Place. The annual meeting shall be held not earlier
than the first Monday in April and not later than the last Monday in May and at
the time and place fixed, from time to time, by the directors, provided that
each annual meeting shall be held on a date within thirteen months after the
date of the preceding annual meeting. A special meeting shall be held on the
date and at the time and place fixed by the directors or the President or by an
officer instructed by the directors or the President to call the meeting, except
that a special meeting called by or at the demand of a shareholder or
shareholders pursuant to subdivision 2 of Section 302A.433, Minnesota Statutes,
shall be held in the county in which the corporation's principal executive
office, as defined by Section 302A.011, Minnesota Statutes, is located.
-- Call. Except as otherwise required by subdivision 2 of
Section 302A.431, Minnesota Statutes, annual meetings may be called by the
directors or the President or the Treasurer or by any officer instructed by the
directors or the President or the Treasurer to call the meeting. Special
meetings may be called for any purpose or purposes at any time, by the President
or the Treasurer or, if so authorized by subdivision 2 of Section 302A.433,
Minnesota Statutes, two or more directors or any officer instructed by the
directors or the President or the Treasurer or a shareholder or shareholders
holding ten percent or more of the voting power of all shares entitled to vote.
-- Notice or Waiver of Notice. Notice, as defined by Section
302A.011, Minnesota Statutes, of all meetings shall be given by, or at the
direction of, the person calling the meeting, except where the meeting is an
adjourned meeting and the date, time, and place of the meeting were announced at
the time of adjournment of the meeting, and except as otherwise provided by
Chapter 302A, Minnesota Statutes. Except as may otherwise be required by any
provision of law, the notice shall be given at least ten days, and not more than
sixty days, before the date of the meeting. The notice shall contain the date,
time, and place of the meeting, and any other information required by Chapter
302A, Minnesota Statutes. The business transacted at a special meeting shall
2
<PAGE>
be limited to the purposes stated in the notice of the meeting. A shareholder
may waive notice of a meeting of shareholders. A waiver of notice by a
shareholder is effective whether given before, at, or after the meeting, and
whether given in writing, orally, or by attendance. Attendance by a shareholder
at a meeting is a waiver of notice of that meeting, except where the shareholder
objects at the beginning of the meeting to the transaction of business because
the meeting is not lawfully called or convened, or objects before a vote on an
item of business because the item may not lawfully be considered at that meeting
and does not participate in the consideration of the item at that meeting.
-- Determination of Shareholders Entitled to Notice and Vote.
The directors may fix a date not more than sixty days before the date of a
meeting of shareholders as the date for the determination of the holders of
shares entitled to notice of and entitled to vote at the meeting.
-- Proxy Representation. A shareholder may cast or authorize
the casting of a vote by filing a written appointment of a proxy with an officer
of the corporation at or before the meeting at which the appointment is to be
effective. The appointment of a proxy is valid for eleven months, unless a
longer period is expressly provided in the appointment. No appointment is
irrevocable unless the appointment is coupled with an interest in the shares or
in the corporation.
-- Quorum. The holders of a majority of the voting power of
the shares entitled to vote at a meeting are a quorum for the transaction of
business. If a quorum is present when a duly called or held meeting is convened,
the shareholders present may continue to transact business until adjournment,
even though the withdrawal of a number of shareholders originally present leaves
less than the proportion or number otherwise required for a quorum.
-- Voting. Except where Chapter 302A, Minnesota Statutes,
requires a larger proportion or number, the shareholders shall take action by
the affirmative vote of the holders of a majority of the voting power of the
shares present and entitled to vote at a duly held meeting.
ARTICLE II
BOARD OF DIRECTORS
------------------
1. Functions Generally. The business and affairs of the corporation
shall be managed by or under the direction of a Board of Directors. The Board of
Directors may fix the compensation of directors.
2. Qualifications and Number. Each director shall be a natural person.
A director need not be a shareholder, a citizen of the United States, or a
resident of the State of Minnesota. The Board of Directors shall consist of not
less than five (5) nor more than thirteen (13) persons. The number of directors
may be increased or, subject to the provisions of Section 302A.223, Minnesota
Statutes, decreased at any time by amendment to these Bylaws or by the directors
or the shareholders.
3
<PAGE>
3. Election and Term. Directors who are elected at an annual meeting of
shareholders shall hold office until the next annual meeting of shareholders and
until their successors are elected and qualified, and directors who are elected
in the interim to fill vacancies and newly created directorships shall hold
office until qualified successors are elected at the next annual or special
meeting of the shareholders. Vacancies on the Board of Directors resulting from
the death, resignation, removal, or disqualification of a director may be filled
by the affirmative vote of a majority of the remaining directors, even though
less than a quorum. Vacancies on the Board of Directors resulting from newly
created directorships may be filled by the affirmative vote of a majority of the
directors serving at the time of the increase.
4. Meetings
-- Time. Meetings shall be held at such time as the Board or
any committee thereof, as the case may be, shall fix, except that the first
meeting of a newly elected Board shall be held as soon after its election as the
directors may conveniently assemble.
-- Place. Meetings shall be held at such place within or
without the State of Minnesota as shall be fixed by the Board.
-- Call, Notice, Waiver of Notice. Meetings may be called by a
director by giving ten days' notice, as defined by Section 302A.011, Minnesota
Statutes, to all directors, or a shorter time period of notice as may be
sufficient for the convenient assembly of the directors thereat. The notice need
not state the purpose of the meeting. If the day or date, time, and place of a
meeting have been announced at a previous meeting of the Board, no notice is
required. A director may waive notice of a meeting of the Board or of any
committee thereof. A waiver of notice by a director entitled to notice is
effective whether given before, at, or after the meeting, and whether given in
writing, orally, or by attendance. Attendance by a director at a meeting is a
waiver of notice of that meeting, except where the director objects at the
beginning of the meeting to the transaction of business because the meeting is
not lawfully called or convened and does not participate thereafter in the
meeting.
-- Quorum. A majority of the directors currently holding
office is a quorum for the transaction of business. In the absence of a quorum,
a majority of the directors present may adjourn a meeting from time to time
until a quorum is present. If a quorum is present when a duly called or held
meeting is convened, the directors present may continue to transact business
until adjournment, even though the withdrawal of a number of directors
originally present leaves less than the proportion or number otherwise required
for a quorum.
-- Action. Except where Chapter 302A, Minnesota Statutes,
requires a larger proportion or number, the Board shall take action by the
affirmative vote of a majority of directors present at a duly held meeting.
4
<PAGE>
-- Chairman of the Meeting. Meetings of the Board of Directors
shall be presided over by the Chairman of the Board, if present and acting,
otherwise by any other director chosen by the Board.
5. Removal of Directors. One or more directors may be removed in
accordance with the provisions of Section 302A.223, Minnesota Statutes.
6. Committees. A resolution approved by the affirmative vote of a
majority of the Board may establish one or more committees having the authority
of the Board in the management of the business of the corporation only to the
extent provided in the resolution. Committees are subject at all times to the
direction and control of the Board, except as provided by Section 302A.243,
Minnesota Statutes. Committee members shall be natural persons. A committee
shall consist of one or more persons, who need not be directors, and who shall
be appointed by affirmative vote of a majority of the directors present.
7. Written Action. An action which requires shareholder approval and
which is required or permitted to be taken at a Board meeting may be taken by
written action signed by all of the directors. An action which does not require
shareholder approval and which is required or permitted to be taken at a Board
meeting may be taken by written action signed by the number of directors that
would be required to take the same action at a meeting of the Board at which all
directors were present. The written action is effective when signed by the
required number of directors, unless a different effective time is provided in
the written action. When written action is permitted to be taken by less than
all directors, all directors shall be notified immediately of its text and
effective date.
8. Telephone Meetings and Participation. A conference among directors
by any means of communication through which the directors may simultaneously
hear each other during the conference constitutes a Board meeting, if the same
notice is given of the conference as would be required for a meeting, and if the
number of directors participating in the conference would be sufficient to
constitute a quorum at a meeting. Participation in a meeting by that means
constitutes presence in person at the meeting. A director may participate in a
Board meeting not heretofore described in this paragraph, by any means of
communication through which the director, other directors so participating, and
all directors physically present at the meeting may simultaneously hear each
other during the meeting. Participation in a meeting by that means constitutes
presence in person at the meeting.
9. Absent Directors. A director may give advance written consent or
opposition to a proposal to be acted on at a Board meeting. If the director is
not present at the meeting, consent or opposition to a proposal does not
constitute presence for purposes of determining the existence of a quorum, but
consent or opposition shall be counted as a vote in favor of or against the
proposal and shall be entered in the minutes or other record of action at the
meeting, if the proposal acted on at the meeting is substantially the same or
has substantially the same effect as the proposal to which the director has
consented or objected.
5
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ARTICLE III
OFFICERS
--------
The officers of the corporation shall consist of a Chairman of the
Board, a President, one or more Executive Vice-Presidents, one or more Senior
Vice-Presidents, one or more Vice-Presidents, a Secretary, one or more Assistant
Secretaries, a Treasurer, one or more Assistant Treasurers, and such other
officers with such titles as the resolution of the Board of Directors appointing
them shall designate. Except as the Articles of Incorporation, these Bylaws or a
resolution adopted by the Board of Directors may otherwise provide, the
President and the Treasurer shall have the duties imposed on them by Section
302A.305, Minnesota Statutes. Any other officer shall have the powers, rights,
duties, and responsibilities determined by the Board of Directors. Any number of
offices or functions of those offices may be held or exercised by the same
person.
Except as may otherwise be required by Chapter 302A, Minnesota
Statutes, or by a resolution approved by the affirmative vote of a majority of
the directors, or by a resolution approved by the holder of a majority of the
voting power of the shares present at a duly convened shareholders' meeting, any
officer of the corporation is authorized to sign any document required by
Chapter 302A, Minnesota Statutes, to be filed with the Secretary of State of
Minnesota.
Unless otherwise provided in the resolution appointing him, each
officer shall be appointed for a term which shall continue until the meeting of
the Board of Directors following the next annual meeting of shareholders and
until his successor shall have been chosen and qualified.
An officer may be removed at any time, with or without cause, by a
resolution approved by the affirmative vote of a majority of the directors
present at a duly convened meeting of the Board of Directors.
A vacancy in an office because of death, resignation, removal,
disqualification, or other cause may, or in the case of a vacancy in the office
of President or Treasurer shall, be filled for the unexpired portion of the term
by the Board of Directors, or in the manner determined by the Board, or pursuant
to the provisions of Section 302A.321, Minnesota Statutes.
ARTICLE IV
INDEMNIFICATION
---------------
The corporation shall indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceedings, whether civil, criminal, administrative or investigative by
reason of the fact that such person is or was a director, or officer of the
corporation or is or was serving as a director of a subsidiary corporation
against expenses (including attorneys' fees actually and reasonably incurred),
judgments, fines, and amounts paid in settlement by such person in connection
with such action, suit or proceeding if said party has met the elements
specified for eligibility for indemnification as set forth in subdivision
Section 302A.521 of the Minnesota Business Corporation Act. The termination of
any action, suit or proceeding by judgment or settlement, conviction, or upon a
plea of nolo contendere or its equivalent, shall not,
6
<PAGE>
of itself, create a presumption that the person did not meet each of the
eligibility requirements as set forth in Subdivision 2 of Section 302A.521 of
the Minnesota Business Corporation Act.
In addition, this corporation shall indemnify any person who was or is
a party or is threatened to be made a party to any threatened, pending or
completed action or suit by or on behalf of the corporation to obtain a judgment
in its favor by reason of the fact that such person is or was a director or
officer of the corporation, or is or was serving as a director of a subsidiary
corporation, against expenses (including attorneys' fees) actually and
reasonably incurred by such person in connection with the defense or settlement
of such action or suit if he or she has met each of the requirements set forth
in Subdivision 2 of Section 302A.521 of the Minnesota Business Corporation Act.
Furthermore, this corporation shall also indemnify any person who was
or is a party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil or criminal, administrative
or investigative, by reason of the fact that such person is or was an officer of
a subsidiary corporation against expenses (including attorneys' fees actually
and reasonably incurred), judgments, fines and amounts paid in settlement by
such person in connection with such action, suit or proceeding if said party has
met the elements specified for eligibility for indemnification as set forth in
Subdivision 2 of Section 302A.521 of the Minnesota Business Corporation Act, and
provided further that said person was not negligent in the performance of his or
her duties while acting as an officer of a subsidiary corporation.
This corporation shall further indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceedings, whether civil, criminal, administrative
or investigative by reason of the fact that such person is or was serving in an
official capacity as a trustee or as a fiduciary of any employee pension or
benefit plan for the corporation or any subsidiary against expenses (including
attorneys' fees actually and reasonably incurred), judgments, fines and amounts
paid in settlement by such person in connection with such action, suit or
proceeding if said party has met the elements specified for eligibility for
indemnification as set forth in Subdivision 2 of Section 302A.521 of the
Minnesota Business Corporation Act.
In order to be eligible for indemnification, any officer or director
made a party to any threatened or pending action, suit or proceeding shall
notify the corporation in writing within thirty (30) days that said party
intends to seek indemnification and thereafter the corporation shall have the
right to arrange for the defense of said party and the payment of costs
associated therewith, and if the corporation does undertake defense of any
officer, director or other party eligible for indemnification, then the
corporation shall have the right, with the consent of the party to be
indemnified, to settle said action, claim or suit, provided, however, that if
said party refuses to accept the settlement offer, then the corporation shall
not be obligated for any further indemnification or payment of any additional
claim, costs or judgments in excess of the settlement offer amount. No
indemnification shall be available to any officer or director who shall fail to
give the notice required by this paragraph if the corporation was unaware of the
action to which the notice would have related and was prejudiced by failure to
give the notice.
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<PAGE>
No indemnification shall be made with respect of any claim, issue or
matter as to which such person seeking indemnification shall have been adjudged
to be liable for misconduct in the performance of his or her duty to the
corporation or any subsidiary or employee pension or benefit plan provided,
however, that except as to an officer of a subsidiary corporation the
termination of any action, suit or proceeding by judgment or settlement,
conviction or upon a plea of nolo contendere or its equivalent, shall not of
itself create a presumption that the person seeking indemnification did not meet
each of the eligibility requirements as set forth in subdivision 2 of Section
302A.521 of the Minnesota Business Corporation Act.
To the extent that a director, or officer, of the corporation has been
successful, on the merits or otherwise, in the defense of any action, suit or
proceeding referred to herein, or in defense of any claim, issue or matter
therein, then provided such person has met the eligibility requirements set
forth herein in Subdivision 2 of Section 302A.521 of the Minnesota Business
Corporation Act, and has complied with the other terms and conditions hereof,
then such person shall be indemnified against expenses actually and reasonably
incurred by such person in connection therewith.
Any indemnification made pursuant to these Bylaws shall be made by the
corporation only as authorized in the specific case upon a determination that
indemnification of the director or officer or trustee or fiduciary is proper in
the circumstances because he or she is eligible for said indemnification
pursuant to these Bylaws and to Subdivision 2 of Section 302A.521 of the
Minnesota Business Corporation Act. Such determination shall be made (a) by the
Board of Directors by a majority vote of a quorum consisting of directors who
were not parties to such action, suit or proceeding, or (b) if such quorum is
not obtainable, then by a majority of a committee of the Board consisting solely
of two or more Directors not at the time parties to the action, suit or
proceeding, duly designated to act in the manner by a majority of the full Board
including Directors who are parties or (c) if a determination cannot be made
pursuant to (a) or (b) as aforesaid, then by special legal counsel selected
either by a majority of the Board of Directors or a committee selected pursuant
to (b) or if the requisite quorum of the full Board cannot be obtained and the
committee cannot be established, then by a majority of the full Board including
Directors who are parties to such action, suit or proceeding or (d) if a
determination cannot be made under (a), (b) or (c) then by the shareholders
excluding the votes of shares held by parties to such action, suit or
proceeding, provided however, that if an adverse determination regarding
indemnification is made pursuant to (a), (b), (c) or (d) or if no determination
is made under (a), (b), (c) or (d) within sixty (60) days after the termination
of an action, suit or proceeding for which indemnification is sought, then said
determination regarding eligibility may be made by a court of competent
jurisdiction.
Expenses incurred in defending a civil or criminal action, suit or
proceeding may be paid by the corporation in advance of the final disposition of
such action, suit or proceeding, as authorized by the Board of Directors in the
specific case, upon receipt of an undertaking by or on behalf of the director,
or officer or trustee or fiduciary, to repay such amount, unless it shall
ultimately be determined that he or she is entitled to be indemnified by the
corporation as authorized by these Bylaws.
8
<PAGE>
The corporation shall also have the power from time to time to purchase
and maintain insurance on behalf of any person in that person's Official
Capacity, against any liability asserted against and incurred by the person in
or arising from that capacity whether or not the corporation would have been
required to indemnify the person against the liability under the provisions of
these Bylaws.
The corporation shall also have the power from time to time to enter
into Indemnification Agreements with each director or officer of the corporation
and with each director of a subsidiary corporation and with each trustee or
individual acting in a fiduciary capacity for any employee benefit or pension
plan sponsored by the corporation or a subsidiary and with each director or
officer of the corporation or trustee or individual acting as a fiduciary as
aforesaid as same are added as directors or officers or trustees or fiduciary as
aforesaid to the corporation or of a subsidiary corporation, or with respect to
an employee benefit or pension plan sponsored by the corporation or a
subsidiary, provided however, that the failure to execute Indemnification
Agreements between any such director, or trustee, fiduciary and/or officer as
aforesaid and the corporation shall not abrogate the indemnification authorized
by these Bylaws.
The corporation shall have no obligation to indemnify any employee
(other than officers or directors of the corporation or of a subsidiary as
defined in these Bylaws) or agent who was or is a party or is threatened to be
made a party to any threatened pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative by reason of the fact
that such person is or was an agent or employee of the corporation or of a
subsidiary corporation against expenses (including attorneys' fees actually and
reasonably incurred), judgments, fines, and amounts paid in settlement by such
person in connection with such action, suit or proceeding. Any indemnification
of such employees or agents shall be made only to the extent and on such terms
and conditions as the Board of Directors of this corporation may determine by
separate resolution.
For purposes of this Section IV the term "subsidiary corporation" shall
mean a corporation of which 80% of the issued and outstanding shares thereof are
owned by this corporation and the term "official capacity" shall have the same
meaning as set forth in the Minnesota Business Corporation Act.
ARTICLE V
REGISTERED OFFICE AND AGENT
---------------------------
The address of the initial registered office of the corporation in the
State of Minnesota and the name of the initial registered agent of the
corporation at that address are set forth in the original Articles of
Incorporation.
9
<PAGE>
ARTICLE VI
BOOKS AND RECORDS
-----------------
The corporation shall keep at its principal executive office, or at
another place or places within the United States determined by the Board, a
share register not more than one year old, containing the names and addresses of
the shareholders and the number and classes of shares held by each shareholder.
The corporation shall also keep, at its principal executive office, or
at another place or places within the United States determined by the Board, a
record of the dates on which certificates representing shares were issued.
The corporation shall keep at its principal executive office, or, if
its principal executive office is outside of the State of Minnesota, shall make
available at its registered office within ten days after receipt by an officer
of the corporation of a written demand for them made by a person described in
subdivision 4 of Section 302A.461, Minnesota Statutes, originals or copies of:
(a) Records of all proceedings of shareholders for the last three
years;
(b) Records of all proceedings of the Board for the last three
years;
(c) Its Articles of Incorporation and all amendments currently in
effect;
(d) Its Bylaws and all amendments currently in effect;
(e) Financial statements required by Section 302A.463, Minnesota
Statutes, and the financial statement for the most recent
interim period prepared in the course of the operation of the
corporation for distribution to the shareholders or to a
governmental agency as a matter of public record;
(f) Reports made to shareholders generally within the last three
years;
(g) A statement of the names and usual business addresses of its
directors and principal officers;
(h) Voting trust agreements described in Section 302A.453,
Minnesota Statutes; and
(i) Shareholder control agreements described in Section 302A.455,
Minnesota Statutes.
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ARTICLE VII
CORPORATE SEAL
--------------
The corporation may have a corporate seal which shall have inscribed
thereon the word "seal" and shall be in such form and contain such other words
and/or figures as the Board of Directors shall determine or the law require.
ARTICLE VIII
FISCAL YEAR
-----------
The fiscal year of the corporation shall be fixed, and shall be subject
to change, by the Board of Directors.
ARTICLE IX
CONTROL OVER BYLAWS
-------------------
The power to amend or repeal these Bylaws and to adopt new Bylaws shall
be vested in the Board of Directors, subject to the requirements of Section
302A.181, Minnesota Statutes.
I HEREBY CERTIFY that the foregoing is a full, true, and correct copy
of the Bylaws of CORUS BANKSHARES, INC., a Minnesota corporation, as in effect
on the date hereof.
Dated: May 20, 1998
/s/ Robert J. Glickman
----------------------------------
Robert J. Glickman
President of
CORUS BANKSHARES, INC.
11
EXHIBIT 5.1
May 21, 1998
Corus Bankshares, Inc.
3959 N. Lincoln Avenue
Chicago, Illinois 60613
Re: Registration Statement on Form S-8
Gentlemen:
We are acting as counsel to Corus Bankshares, Inc. (the "Company") in
connection with the filing with the Securities and Exchange Commission of a
Registration Statement on Form S-8 (the "Registration Statement") relating to up
to 100,000 shares of the Company's common stock, $0.05 par value (the "Common
Stock"). The Common Stock is issuable under the Corus Bank, N.A. Bonus Program
for Commercial Loan Officers (the "Plan"). The opinion set forth below relates
only to the Common Stock covered by the Registration Statement.
In connection with our opinion, we have examined originals, or copies,
certified or otherwise identified to our satisfaction, of the Registration
Statement, the Articles of Incorporation, as amended, the By-Laws of the Company
and the Plan, as well as such other corporate records, documents and other
papers as we deemed necessary to examine for purposes of this opinion. In making
such examination, we have assumed as true, without independent review or
verification, facts certified to us by certain executive officers of the Company
and by public officials.
Based on the foregoing, we are of the opinion that the 100,000 shares
of Common Stock when issued by the Company in accordance with the Plan will be
duly authorized, validly issued, fully paid and nonassessable shares of Common
Stock.
We hereby consent to the use of this opinion in connection with the
Registration Statement and to references to our firm therein.
Sincerely yours,
VEDDER, PRICE, KAUFMAN & KAMMHOLZ
EXHIBIT 23.1
To the Board of Directors
Corus Bankshares, Inc.:
As independent public accountants, we hereby consent to the
incorporation by reference in the Registration Statement on Form S-8 of Corus
Bankshares, Inc. (the "Company") of our report dated January 9, 1998, relating
to the consolidated financial statements of the Company and its subsidiaries as
of and for the year ended December 31, 1997, which report was included as part
of the Company's Annual Report on Form 10-K, filed with the Securities and
Exchange Commission on or about March 19, 1998.
ARTHUR ANDERSEN LLP
Chicago, Illinois
May 21, 1998
EXHIBIT 23.2
The Board of Directors
Corus Bankshares, Inc.
We consent to the incorporation by reference in the Registration
Statement on Form S-8 of Corus Bankshares, Inc. (the "Company") of our report
dated January 10, 1997, relating to the consolidated financial statements of the
Company and its subsidiaries as of and for each of the years in the two-year
period ended December 31, 1996, which report was included as part of the
Company's Annual Report on Form 10-K, filed with the Securities and Exchange
Commission on or about March 19, 1998.
KPMG PEAT MARWICK LLP
Chicago, Illinois
May 21, 1998
