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FORM 8-A/A1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 200549
For Registration of Certain Classes of
Securities Pursuant to Section 12(b) or (g)
of the Securities Exchange Act of 1934
The New Iberia Bancorp, Inc.
-----------------------------------------
(Exact name of registrant as
specified in its charter)
Louisiana 72-0969631
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(State of Incorporation or (I.R.S. Employer
Organization) Identification No.)
800 S. Lewis Street, New Iberia, Louisiana 70560
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(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to
Section 12(b) of the Act:
<TABLE>
<CAPTION>
Name of each Exchange on
Title of Each Class which each Class is to
to be so Registered to Registered
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<S> <C>
N/A N/A
</TABLE>
Securities to be registered pursuant to
Section 12(g) of the Act:
Common Stock, No Par Value
-------------------------------------
(Title of Class)
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Item 1. Description of Registrant's Securities to be Registered.
The authorized capital stock of The New Iberia
Bancorp, Inc. ("Bancorp") consists of 10,000,000 shares of common
stock, no par value per share (the "Common Stock"), of which 2,000,000
shares are currently issued and outstanding, 0 shares are currently
treasury shares, and the remaining 8,000,000 shares are currently
authorized but unissued shares. The 2,000,000 issued shares are fully
paid and non-assessable. Under Section 52 of the Louisiana Business
Corporation Law (La. R.S. 12:52) and Article III of the Articles of
Incorporation of Bancorp, subject to the preemptive rights described
below, the Common Stock may be issued without shareholder approval
upon authorization of its board of directors for cash or other
consideration, including issuance in connection with certain mergers
and acquisitions of assets or the stock of other corporations, and
upon exercise of conversion rights accorded holders of securities
containing such a right. (On April 17, 1995, the common stock of
Bancorp had a par value of $10.00 per share and there were 49,794
shares of stock issued and outstanding and 206 treasury shares. On
April 17, 1995, the shareholders of Bancorp approved an amendment to
the Articles of Incorporation of Bancorp eliminating the par value of
the common stock and effectuating a 40-for-1 stock split, which
amendment became effective when filed with the Louisiana Secretary of
State's office on April 19,1995.)
Dividend Rights
Shareholders of Bancorp are not entitled to
cumulative dividends on the Common Stock. Holders of the Common Stock
are entitled to receive such dividends as are declared by its Board of
Directors out of funds or property legally available therefor. The
payment of dividends by Bancorp is subject to the restrictions of
Louisiana law and regulations applicable to the declaration of
dividends by a business corporation. Under such provisions, dividends
may not be declared nor paid unless such dividend is out of surplus
and has been legally appropriated for the specific purpose of paying
dividends. Furthermore, no such dividend shall be declared or paid
when Bancorp is insolvent, or when the payment thereof would render
Bancorp insolvent, or when such payment would be contrary to any
provision in Bancorp's Articles of Incorporation.
Furthermore, Section 63(B) of the Louisiana Business
Corporation Law (La. R.S. 12:63(B)) provides that if the corporation
has no surplus available for dividends, it may pay dividends out of
its net profits for the then current or the preceding fiscal year or
both; except that no dividends shall be paid (1) at a time when the
corporation's assets are exceeded by its liabilities, or when the net
assets are less
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than the aggregate amount payable on liquidation upon the issued
shares, if any, which have a preferential right to participate in the
corporation's assets in the event of liquidation, or (2) which would
reduce the assets of the corporation below the liabilities of the
corporation, or which would reduce the net assets below the aggregate
amount payable on liquidation upon the issued shares if any, which
have a preferential right to participate in the corporation's assets
in the event of liquidation. The Common Stock does not have a
preferential right to participate in Bancorp's assets in the event of
liquidation.
Voting Rights
All voting rights will be vested in the holders of
shares of the Common Stock, each share being entitled to one vote.
The holders of shares of Common Stock will have cumulative voting
rights in the election of directors.
In addition to the voting requirements established by
Louisiana law, Article VI of the Articles of Incorporation of Bancorp
provides that if shareholder action or approval is required by law in
connection with the amendment of the Articles of Incorporation or any
merger, consolidation, transfer of corporate assets or dissolution of
or involving Bancorp, such action or approval may be taken or given
only upon the affirmative vote of not less than two-thirds of the
number of shares entitled to vote on the particular question.
Liquidation Rights
In the event of liquidation, the holders of the
Common Stock are entitled to receive (after the liquidator has paid or
adequately provided for the payment of all debts and liabilities of
the Corporation) pro rata any assets distributable to stockholders in
respect to shares held by them.
Preemptive Rights
Holders of the Common Stock have preemptive rights,
pursuant to Article V of Bancorp's Articles of Incorporation. Under
Louisiana law, this provision means that each stockholder has the
right, during a reasonable period of time to be fixed by the Board of
Directors, to subscribe for such proportion of new stock issues as the
number of shares having voting rights held by the stockholder bears to
the total number of shares having voting rights then outstanding. The
holders of the Common Stock have no preemptive rights with respect to
certain types of shares, including but not limited to, (1) shares
which are to be issued for a consideration other than cash, (2) shares
which are to be issued to satisfy conversion or option rights, (3)
treasury shares, or (4)
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shares which are issued pursuant to certain types of employee stock
bonus plans and employee stock option plans.
Item 2. Exhibits.
<TABLE>
<CAPTION>
Exhibit Description
- ------- -----------
<S> <C>
99 Specimen of stock certificate for the
common stock, no par value per share,
of Bancorp.
3.(i) First Restated Articles of Incorporation
of Bancorp.
3.(ii) Amended and Restated Bylaws of Bancorp.
</TABLE>
Pursuant to the requirements of Section 12 of the Securities Exchange Act of
1934, the registrant has caused this registration statement to be signed on its
behalf by the undersigned, thereto duly authorized.
THE NEW IBERIA BANCORP, INC.
By: /s/ ERNEST FREYOU
Ernest Freyou
President and Chief Executive Officer
Date: July 11, 1995
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<TABLE>
<CAPTION>
Exhibit Description
- ------- -----------
<S> <C>
99 Specimen of stock certificate for the
common stock, no par value per share,
of Bancorp.
3.(i) First Restated Articles of Incorporation
of Bancorp.
3.(ii) Amended and Restated Bylaws of Bancorp.
</TABLE>
<PAGE> 1
<TABLE>
<S> <C>
NUMBER [PICTURE] SHARES
The Certificate is transferable in New THE NEW IBERIA BANCORP, INC. SEE REVERSE SIDE FOR
York, New York and Ridgefield Park, New Jersey INCORPORATED UNDER THE LAWS OF THE STATE OF LOUISIANA CERTAIN DEFINITIONS
CUSIP NO. 645572 10 8
THIS CERTIFIES THAT
is the owner of
FULLY-PAID AND NON-ASSESSABLE SHARES OF COMMON STOCK, NO PAR VALUE, OF
THE NEW IBERIA BANCORP, INC.
transferable only on the books of the Corporation by the holder hereof in person or by duly authorized attorney upon surrender of
this Certificate properly endorsed. This Certificate is not valid unless countersigned and registered by the Transfer Agent and
Registrar.
WITNESS the facsimile seal of the Corporation and the facsimile signatures of its duly authorized officers.
Dated:
/s/ LEONARD J. FREYOU [THE NEW IBERIA BANCORP, INC.] /s/ JAMES W. SCHWING, SR.
CASHIER [SEAL] CHAIRMAN OF THE BOARD
Countersigned and Registered:
Chemical Mellon Shareholder Services
Transfer Agent and Registrar
By:
Authorized Signature
</TABLE>
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The following abbreviations, when used in the inscription on the face
of this certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:
<TABLE>
<S> <C>
TEN COM -- as tenants in common UNIF GIFT MIN ACT --__________ Custodian _________________
TEN ENT -- as tenants by the entireties (Cust) (Minor)
JT TEN -- as joint tenants with right of under Uniform Gifts to Minors Act
survivorship and not as tenants _________________
in common (State)
Additional abbreviations may also be used though not in the above list.
For value received, __________ hereby sell, assign and transfer unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
INDENTIFYING NUMBER OF ASSIGNEE
/ /
____________________________________________________________________________________________________________________________________
(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)
____________________________________________________________________________________________________________________________________
____________________________________________________________________________________________________________________________________
____________________________________________________________________________________________________________________________ shares
of the capital stock represented by the within Certificate, and do hereby irrevocably constitute and appoint
_________________________________________________________________________________________________________________________ Attorney
to transfer the said stock on the books of the within named Corporation with full power of substititution in the premises.
Dated
______________________
</TABLE>
SIGNATURE(S) GUARANTEED
By ________________________________________________________
THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE
GUARANTOR INSTITUTION, (Banks, Stockbrokers, Savings
and Loan Associations and Credit Unions) WITH MEMBERSHIP
IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM
PURSUANT TO S.E.C. RULE 17Ad-15.
<PAGE> 1
FIRST RESTATED
ARTICLES OF INCORPORATION
OF
THE NEW IBERIA BANCORP, INC.
ARTICLE I
The name of the Corporation is The New Iberia Bancorp, Inc.
ARTICLE II
The purpose of the corporation is to engage in any lawful
activity for which corporations may be formed under the Business Corporation
Law of Louisiana.
ARTICLE III
(a) This Corporation has authority to issue an aggregate of Ten
Million (10,000,000) shares of capital stock, all of which are
designated common stock having no par value per share.
(b) Upon the amendment of this Article III to include this
subsection (b), each share of outstanding common stock of this
Corporation outstanding on that date shall be converted
automatically and without any further action into 40 shares of
common stock of this Corporation and the amounts held in all
capital accounts maintained by
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the Corporation with respect to the common stock on that date
shall be transferred automatically in toto to capital accounts
maintained with respect to the newly-converted common stock.
ARTICLE IV
In the election of directors, each shareholder of record shall
have the right to multiply the number of votes to which he may be entitled by
the number of directors to be elected, and to cast all such votes for one
candidate, or to distribute them among any two or more candidates.
ARTICLE V
Shareholders shall have preemptive rights.
ARTICLE VI
If shareholder action or approval is required by law in
connection with the amendment of these articles or any merger, consolidation,
transfer of corporate assets or dissolution of or involving the corporation,
such action or approval shall be taken or given only upon the affirmative vote
of not less than two-thirds of the number of shares entitled to vote on the
particular question.
ARTICLE VII
Whenever the affirmative vote of shareholders is required to
authorize or constitute corporate action, the consent in writing to such action
signed only by shareholders holding that proportion of the total voting power
on the question which is required by law or by these Articles of Incorporation,
whichever requirement is higher, shall be sufficient for the purpose, without
necessity for a meeting of shareholders.
ARTICLE VIII
The number of directors of the corporation shall be such
number, not less than 5 nor greater than 25, as shall be designated in the
by-laws, or if not so designated, as shall be elected from time to time by the
shareholders.
Any director absent from a meeting of the Board of Directors
or any committee thereof may be represented by any other director or
shareholder, who may cast the vote of the absent director according to the
written instructions, general or special, of the absent director.
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ARTICLE IX
Cash, property or share dividends, shares issuable to
shareholders in connection with a reclassification of stock, and the redemption
price of redeemed shares, which are not claimed by the shareholders entitled
thereto within one year after the dividend or redemption price became payable or
the shares became issuable, despite reasonable efforts by the corporation to pay
the dividend or redemption price or deliver the certificates for the shares to
such shareholders within such time, shall, at the expiration of such time,
revert in full ownership to the corporation, and the corporation's obligation to
pay such dividend or redemption price or issue such shares, as the case may be,
shall thereupon cease; provided that the Board of Directors may, at any time,
for any reason satisfactory to it, but need not, authorize (a) payment of the
amount of any cash or property dividend or redemption price or (b) issuance of
any shares, ownership of which has reverted to the corporation pursuant to this
Article IX, to the entity who or which would be entitled thereto had such
reversion not occurred.
ARTICLE X
The officers and directors of this Corporation shall be
indemnified and their liability for monetary damages limited to the fullest
extent permitted and/or required by law, more specifically in accordance with
La. R.S. 6:286; 6:291; 6:213 and its in Corporation of R.S. 12:24, or as they
are hereinafter amended or provisions of the law enacted.
In addition, the corporation may insure against liability any
person in his capacity as director, officer, employee, or agent of the
Corporation to the fullest extent allowed by law.
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AMENDED AND RESTATED BYLAWS
OF
THE NEW IBERIA BANCORP, INC.
JULY 10, 1995
________________________
SECTION 1. OFFICES
1.1 The principal office shall be located at 800 S. Lewis Street, New
Iberia, Louisiana.
1.2 The Corporation may have such offices at such other places as the
Board of Directors may from time to time determine or the business of
the Corporation may require.
SECTION 2. SHAREHOLDERS' MEETING
2.1 All meetings of the Shareholders shall be held at the principal office
of the Corporation or at such other place, within or without the State
of Louisiana, as may be designated by the Board of Directors.
2.2 An Annual Meeting of the Shareholders shall be held on the third
Monday in April each year, or if said day be a legal holiday, then on
the next succeeding day not a legal holiday, between the hours of
10:00 a.m. and 3:00 p.m., for the purpose of electing directors and
the transaction of such other business as may properly be brought
before the meeting; provided however, that the Board of Directors may
postpone the Annual Meeting for a period not exceeding two (2) months.
2.3 Special meetings of the shareholders, for any purpose or purposes, may
be called by the Chairman of the Board or Chief Executive Officer or
by the Board of Directors. At any time, upon written request of any
shareholder or shareholders holding in the aggregate one-fifth of the
total voting power, the Secretary shall call a special meeting of
shareholders to be held at the registered office of the Corporation at
such time as the Secretary may fix, not less than 15 nor more than 60
days after the receipt of said request, and if the Secretary shall
neglect or refuse to fix such time or to give notice of the meeting,
the shareholder or shareholders making the request may do so.
2.4 Except as otherwise provided in Section 2.3 hereof, or by law, the
authorized person or persons calling a shareholders' meeting shall
cause written notice of the time, place and purpose of the meeting to
be given to all shareholders entitled to vote at such meeting, at
least ten days and not
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more than sixty days prior to the day fixed for the meeting. Notice
of the annual meeting need not state the purpose thereof, unless
action is to be taken at the meeting as to which notice is required by
law.
2.5 At every meeting of shareholders, a list of shareholders entitled to
vote, arranged alphabetically and certified by the Secretary or by the
agent of the Corporation having charge of transfers of shares, showing
the number and class of shares held by each such shareholder on the
record date for the meeting, shall be produced on the request of any
shareholder.
2.6 Except as otherwise provided by law, the presence, in person or by
proxy of the holders of a majority of the total voting power shall be
requisite and shall constitute a quorum at all meetings of the
shareholders.
2.7 When a quorum is present at any meeting, the vote of the holders of a
majority of the stock having voting power present in person or
represented by proxy shall decide any questions brought before such
meeting, unless the question is one upon which, by express provision
of law or the Articles of Incorporation, a different vote is required,
in which case such express provision shall govern and control the
decision of such a question.
2.8 At any meeting of the shareholders, every shareholder having the right
to vote shall be entitled to vote in person, or by proxy appointed by
an instrument in writing subscribed by such shareholder and bearing a
date not more than eleven months prior to said meeting, unless said
instrument provides for a longer period. The aforesaid proxy need not
be a shareholder of the Corporation. Each shareholder shall have one
vote for each share of stock having voting power, registered in his
name on the books of the Corporation at the time of the said meeting
or on the record date for the determination of shareholders entitled
to vote at the said meeting if the Board of Directors shall have fixed
such a record date.
2.9 Adjournments of any annual or special meeting of shareholders may be
taken without new notice being given unless a new record date is fixed
for the adjourned meeting, but any meeting at which directors are to
be elected shall be adjourned only from day to day until such
directors shall have been elected.
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2.10 Advance notice procedures.
(a) General. The business to be conducted at any meeting of
shareholders of the Corporation shall be limited to such
business and nominations as shall comply with the procedures
set forth in this Section 2.10 and in Section 3.3 of these
bylaws.
(b) Notification of Shareholder Business. At any special meeting
of shareholders only such business shall be conducted as shall
have been set forth in the notice of special meeting. At any
annual meeting of shareholders, only such business shall be
conducted as shall have been properly brought before the
meeting. To be properly brought before an annual meeting,
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 (a) properly requested to be brought before
the meeting by a shareholder of record entitled to vote in the
election of directors generally and (b) constitute a proper
subject to be brought before such meeting.
For business (other than the election of directors) to be
properly brought before an annual meeting by a shareholder,
the shareholder must have given timely notice thereof in
writing to the Secretary of the Corporation. To be timely, a
shareholder's notice must be either delivered to or mailed and
received at the principal executive offices of the Corporation
not later than 65 days in advance of such meeting. A
shareholder's notice to the Secretary shall set forth as to
each matter (other than the election of directors) the
shareholder proposes to bring before the annual meeting (i) a
brief description of the business desired to be brought before
the annual meeting and the reasons for conducting such
business at the annual meeting, (ii) the name and address, as
they appear on the Corporation's books, of the shareholder
intending to propose such business, (iii) the class and number
of shares of capital stock of the Corporation which are
beneficially owned by the shareholder, (iv) a representation
that the shareholder is a holder of record of capital stock of
the Corporation entitled to vote at such meeting and intends
to appear in person or by proxy at the meeting to present such
business and (v) any material interest of the shareholder in
such business.
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Notwithstanding anything in these bylaws to the contrary, no
business shall be conducted at any annual meeting except in
accordance with the procedures set forth in this Section 2.1.
The chairman of the annual meeting shall, if the facts
warrant, determine and declare to the meeting that (i) the
business proposed to be brought before the meeting was not a
proper subject therefor and/or (ii) such business was not
properly brought before the meeting in accordance with the
provisions of this Section 2.10, and, if he should so
determine, he shall so declare to the meeting and any such
business not properly brought before the meeting or not a
proper subject therefor shall not be transacted.
The Board of Directors shall, at its next regular meeting
after receipt of a request by a shareholder to bring business
before a meeting pursuant to this Section 2.10, or within
three (3) business days after such receipt, whichever is
later, consider whether or not such business constitutes a
proper subject to be brought before such meeting and whether
such submission was otherwise not in compliance with the
provisions of this Section 2.10 as a result of which the
business described in such submission will not be brought
before the meeting. If the Board determines that the business
does not constitute a proper subject to be brought before such
meeting or that the submission is otherwise not in compliance
with the provisions of this Section 2.10 as a result of which
the business described therein will not be brought before the
meeting, the Chairman of the Board shall promptly so notify
the shareholder submitting such business of the Board's
determination and the reason(s) therefor.
(c) Meeting Delay. For purposes of this Section 2.10, and Section
3.3 of these bylaws, reference to a requirement to deliver
notice or information to the Corporation a set number of days
in advance of an annual meeting shall mean that such notice
must be delivered such number of days in advance of the first
anniversary of the preceding year's annual meeting; provided,
however, that in the event that the date of the annual meeting
is advanced by more than 30 days or delayed by more than 60
days from the first anniversary of the preceding year's annual
meeting, notice by the shareholder to be timely must be so
delivered not later than the close of business on the 65th day
prior to such annual meeting.
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2.11 Meetings of shareholders shall not be required to be conducted in
accordance with the rules of parliamentary procedure. Meetings of
shareholders shall be conducted in a fair and impartial manner.
SECTION 3. DIRECTORS
3.1 The business and affairs of the Corporation shall be managed by a
Board of Directors of not less than 5 nor more than 25 natural
persons. The first Board shall consist of eleven (11) directors. The
Board may exercise all such powers of the Corporation and do all such
lawful acts and things which are not by law or by the Articles of
Incorporation or by these bylaws directed or required to be done by
the shareholders. The directors shall be elected at the annual
meeting of the shareholders or at a special meeting called for that
purpose and shall hold office for a term of one year or until their
successors are chosen and have qualified. A majority of the full
Board of Directors may, at any time, increase the number of directors
to a number which does not exceed 25.
3.2 If the office of a director becomes vacant, the remaining directors,
even though not constituting a quorum, may, by a majority vote, fill
any vacancy on the Board (including any vacancy resulting from an
increase in the authorized number of directors, or from failure of the
shareholders to elect the full number of authorized directors, or from
the retirement of any director) for an unexpired term, provided that
the shareholders shall have the right, at any special meeting called
for the purpose prior to such action by the Board, to fill the
vacancy.
3.3 Nominations for election of the Board of Directors may be made by the
Board of Directors or by any shareholder(s) owning an aggregate of
0.2% of the outstanding capital stock of the Corporation entitled to
vote for the election of Directors. Nominations, other than those
made by the Board of Directors, shall be made in writing and shall be
delivered or mailed to the Chairman of the Board of the Corporation
and must be received sixty-five (65) days prior to the date of the
annual meeting of shareholders. At the time of the nomination, each
nominee must own, in his own right and unpledged, the number of
qualifying shares of stock of the Corporation required to be held by
directors of The New Iberia Bank pursuant to La. Rev. Stat. Section
6:282A, as it may be amended from time to time. The notice must
include a signed representation to timely provide all information
requested by the Corporation as a part of its disclosures in regard to
the solicitation of proxies
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for the election of directors. Such notification shall also contain
the following information to the extent known to the notifying
shareholder or shareholders:
(a) the name and address of each proposed nominee;
(b) the principal occupation of each proposed nominee;
(c) the total number of shares of capital stock of the Corporation
owned by each proposed nominee;
(d) the name and address of the notifying shareholder or
shareholders;
(e) the number of shares of capital stock of the Corporation owned
by the notifying shareholder or shareholders;
(f) the number of shares of stock of any other bank, bank holding
company, savings and loan association or other financial
institution owned beneficially by the nominee or by the
notifying shareholder or shareholders and the identities and
locations of such institutions and whether the nominee is on
the board of any other financial institution;
(g) whether the proposed nominee has ever been convicted of or
pleaded nolo contendere to any criminal offense involving
dishonesty or breach of trust, filed a petition in bankruptcy
or been adjudged a bankrupt; and
(h) whether the proposed nominee is or has ever been prohibited by
any state or federal regulatory agency from serving on the
board of any financial institution.
The notification shall be signed by the nominating shareholder or
shareholders and by each nominee, and shall be accompanied by a
written consent to be named as a nominee for election as a director
from each proposed nominee. Nominations not made in accordance
herewith shall be disregarded by the Chairman of the meeting, and all
votes cast for each such nominee shall be disregarded. The foregoing
requirements do not apply to the nomination of a person to replace a
proposed nominee who has become unable to serve as a director between
the last day for giving notice in accordance with this paragraph and
the date of election of directors, if the procedure called for in this
paragraph was followed with respect to the nomination of the proposed
nominee.
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SECTION 4. COMPENSATION OF DIRECTORS
4.1 By resolution of the Board of Directors, the directors may be paid
their expenses, if any, of attendance of each meeting of the Board of
Directors and may be paid a regular sum fixed by them for attendance
at such meeting of the Board of Directors or a stated salary as
director. No such payment shall preclude any director from serving
the Corporation in any other capacity and receiving compensation
therefor.
SECTION 5. MEETINGS OF THE BOARD
5.1 The meetings of the Board of Directors may be held at such place
within or without the State of Louisiana as a majority of the
Directors may from time to time appoint.
5.2 The first meeting of each newly elected Board shall be held
immediately following the annual shareholders' meeting and at the same
place as the annual meeting, and no notice of such first meeting shall
be necessary to the newly elected directors in order legally to
constitute the meeting.
5.3 Regular meetings of the Board may be held without notice at such time
and place either within or without the State of Louisiana as shall
from time to time be determined by the Board.
5.4 Special meetings of the Board may be called by the Chairman, President
or Chief Executive Officer on 24 hours notice given to each director,
either personally or by telephone, mail, by telegram or facsimile.
Special meetings shall be called by the Chairman, President or Chief
Executive Officer or Secretary in like manner and on like notice on
the written request of four directors and if the Chairman, President
or Chief Executive Officer or Secretary fail or refuse, or are unable
to call a meeting when requested by any four directors, then the four
directors may call the meeting on 24 hours written notice given to
each director.
5.5 A majority of the Board shall be necessary to constitute a quorum for
the transaction of business, and except as otherwise provided by law,
the acts of a majority of the directors present at a meeting at which
a quorum is present shall be the acts of the Board. The Chairman, or
officiating person in the absence of the Chairman, will have the right
to vote for each issue and not just to break a tie.
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5.6 If a quorum is present when the meeting is convened, the directors
present may continue to do business, taking action by vote of a
majority of a quorum as fixed in Section 5.5 hereof, until
adjournment, notwithstanding the withdrawal of enough directors to
leave less than a quorum as fixed in Section 5.5 hereof, or the
refusal of any director present to vote.
5.7 Any action which may be taken at a meeting of the Board or any
committee thereof, may be taken by a consent in writing signed by all
of the directors and filed with the records of proceedings of the
Board or committee.
5.8 Meetings of the Board of Directors may be held by means of conference
telephone or similar communications equipment provided that all
persons participating in the meeting can hear and communicate with
each other. Participation in a meeting pursuant to this Section 5.8
shall constitute presence in person at such meeting, except where a
person participates in the meeting for the express purpose of
objecting to the transaction of any business on the ground that the
meeting is not lawfully called or convened.
SECTION 6. NOTICES
6.1 Any written notice required or permitted by law, the Articles of
Incorporation or these bylaws to be given to any shareholder or
director shall be deemed to have been given to such shareholder or
director when such notice is served upon such shareholder or director
or when such notice is placed in the United States mail, postage
prepaid, addressed to such shareholder or director at his last known
address.
6.2 Whenever any notice is required to be given by law, the Articles of
Incorporation or the bylaws, a waiver thereof in writing signed by the
person or persons entitled to said notice, whether before or after the
time stated therein, shall be deemed equivalent thereto.
SECTION 7. OFFICERS
7.1 The officers of the Corporation shall be chosen by the directors and
shall be a Chairman of the Board, a President, who shall be the Chief
Executive Officer unless some other officer is designated the Chief
Executive Officer, one or more Vice-Presidents, a secretary and a
treasurer. Any two offices may be held by one person. The President
shall have general
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executive powers, and shall have and may exercise any and all other
powers and duties pertaining by law regulation or practice, to the
office of president or imposed by these bylaws.
7.2 The Board of Directors may appoint such other officers and agents as
it shall deem necessary or appropriate, who shall hold their offices
for such terms and shall exercise such powers and perform such duties
as shall be determined from time to time by the Board.
7.3 The salaries of all officers and agents of the Corporation shall be
fixed upon approval of the Board of Directors.
7.4 The officers of the Corporation shall hold office at the pleasure of
the Board of Directors.
7.5 The Chairman of the Board shall preside at all meeting of the Board of
Directors and at all meetings of the shareholders. In the absence of
the Chairman of the Board, the Vice Chairman shall preside; and in the
absence of the Vice Chairman the Chief Executive Officer or other
officer designated by the Board of Directors, shall preside at all
such meetings. Subject to the provisions of Section 2.11 of these
bylaws, the Chairman of any meeting of shareholders shall determine
the order of business and the procedure at the meeting, including such
rules, regulations and procedures for the manner of voting, the
conduct of discussion, attendance or participation at the meeting, the
method of tabulation of proxies and ballots and other procedural
matters as seem to him appropriate for the proper conduct of the
meeting.
7.6 The Chief Executive Officer shall have general and active management
of the business of the Corporation and shall see that all orders and
resolutions of the Board of Directors are carried into effect.
7.7 An Executive Vice President shall, in the absence or disability of the
Chief Executive Officer, perform the duties and exercise the powers of
the Chief Executive Officer and shall perform such other duties as the
Chief Executive Officer or the Board of Directors shall prescribe. In
the absence of the Secretary or Treasurer or any Assistant Secretary
or Treasurer, the duties of the latter shall devolve upon such
Executive Vice- President.
7.8 The Secretary shall attend all sessions of the Board of Directors and
all meetings of the shareholders and record all votes and the minutes
of all proceedings in a book to be kept
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for that purpose. He shall give, or cause to be given, notice of all
meetings of the shareholders and special meetings of the Board, and
shall perform such other duties as may be prescribed by the Board or
Chief Executive Officer, under whose supervision he shall be. He
shall keep in safe custody the seal of the Corporation, and when
authorized by the Board, affix the same to any instrument requiring it
and, when so affixed, it shall be attested by his signature or by the
signature of the Treasurer.
7.9 The Treasurer shall have the custody of the corporate funds and
securities and shall keep full and accurate accounts of receipts and
disbursements in books belonging to the Corporation and shall deposit
all moneys and other valuable effects in the name and to the credit of
the Corporation in such depositories as may be designated by the Board
of Directors. He shall disburse the funds of the Corporation as may
be ordered by the Board, taking proper vouchers for such
disbursements, and shall render to the Chief Executive Officer and
Directors, at the regular meetings of the Board, or whenever they may
require it, an account of all his transactions as Treasurer and of the
financial condition of the Corporation.
SECTION 8. STOCK
8.1 The certificates of each class of stock of the Corporation shall be
numbered and shall be entered in the books of the Corporation as they
are issued. Every certificate shall be signed by the Chairman of the
Board and the Cashier or in their absence by an officer of the
Corporation selected by the Chairman of the Board. If any stock
certificate is signed by a transfer agent or by a registrar, other
than the Corporation itself or an employee of the Corporation, the
signature of any such officer may be a facsimile.
8.2 The Board of Directors may direct a new certificate or certificates to
be issued in the place of any certificate or certificates theretofore
issued by the Corporation alleged to have been lost or destroyed.
When authorizing such issue of a new certificate or certificates, the
Board may, in its discretion and as a condition precedent to the
issuance thereof, require the owner of such lost or destroyed
certificate or certificates, or his legal representative, to advertise
the same in such a manner as it shall be required and/or give the
Corporation a bond in such sum as it may direct as indemnity against
any claim that may be made against
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the Corporation with respect to the certificate alleged to have been
lost or destroyed.
8.3 Upon surrender to the Corporation or the transfer agent of the
Corporation, of a certificate for shares duly endorsed or accompanied
by proper evidence of succession, assignment or authority to transfer,
it shall be the duty of the Corporation to issue a new certificate to
the person entitled thereto, cancel the old certificate and record the
transaction upon its books.
8.4 For the purpose of determining shareholders entitled to notice of and
to vote at a meeting, or to receive a dividend, or to receive or
exercise subscription or other rights, or to participate in a
reclassification of stock, or in order to make a determination of
shareholders for any other proper purpose, the Board of Directors may
fix in advance a record date for determination of shareholders for
such purpose, such date to be not more than sixty days and, if fixed
for the purpose of determining shareholders entitled to notice of and
to vote at a meeting, not less than ten days, prior to the date on
which the action requiring the determination of shareholders is to be
taken.
8.5 Except as otherwise provided by law, the Corporation and its
directors, officers and agents, may recognize and treat a person
registered on its records as the owner of shares, as the owner in fact
thereof for all purposes, and as the person exclusively entitled to
have and to exercise all rights and privileges incident to the
ownership of such shares, and rights under this Section shall not be
affected by any actual or constructive notice which the Corporation,
or any of its directors, officers or agents, may have to the contrary.
8.6 Except as otherwise provided by law or the Articles of Incorporation,
dividends upon the stock of the Corporation may be declared by the
Board of Directors at any regular or special meeting. Dividends may
be paid in cash, in property, or in shares of stock.
8.7 The Board of Directors may create and abolish reserves out of earned
surplus for any proper purposes. Earned surplus so reserved shall not
be available for payment of dividends, purchase or redemption of
shares, or transfer to capital surplus or stated capital.
SECTION 9. MISCELLANEOUS
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9.1 All checks or demands for money and notes of the Corporation shall be
signed by such officer or officers or such other person or persons as
the Board of Directors may from time to time designate.
9.2 The Board of Directors may adopt for and on behalf of the Corporation
a fiscal or a calendar year.
9.3 The Board of Directors may adopt a corporate seal, which seal shall
have inscribed thereon the name of the Corporation. Said seal may be
used by causing it or a facsimile thereof to be impressed or affixed
or reproduced or otherwise. Failure to affix the seal shall not,
however, affect the validity of any instrument.
SECTION 10. INDEMNIFICATION
10.1 The Corporation shall indemnify any person who was or is a party or is
threatened to be made a party to any action, suit or proceeding,
whether civil, criminal, administrative or investigative (including
any action by or in the right of the Corporation) by reason of the
fact that he 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 business, foreign or
nonprofit corporation, partnership, joint venture or other enterprise,
against expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by him in
connection with such action, suit or proceeding if he acted in good
faith and in a manner he reasonably believed to be in or not opposed
to the best interests of the Corporation, and, with respect to any
criminal action or proceeding, had no reasonable cause to believe his
conduct was unlawful; provided that in case of actions by or in the
right of the Corporation, the indemnity shall be limited to expenses
(including attorneys' fees and amounts paid in settlement not
exceeding, in the judgment of the Board of Directors, the estimated
expense of litigating the action to conclusion) actually and
reasonably incurred in connection with the defense or settlement of
such action and no indemnification shall be made in respect to any
claim, issue or matter as to which such person shall have been
adjudged to be liable for negligence or misconduct in the performance
of his duty to the Corporation unless and only to the extent that the
court shall determine upon application that, despite the adjudication
of liability but in view of all the circumstances of the case, he is
fairly and reasonably entitled to indemnity for such expenses which
the court shall
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deem proper. The termination of any action, suit or proceeding by
judgment, order, settlement, conviction, or upon a plea of nolo
contendere or its equivalent, shall not, of itself, create a
presumption that the person did not act in good faith and in a manner
which he reasonably believed to be in or not opposed to the best
interest of the Corporation, and, with respect to any criminal action
or proceeding, had reasonable cause to believe that his conduct was
unlawful.
10.2 To the extent that a director, officer, employee or agent of the
Corporation has been successful on the merits or otherwise in defense
of any such action, suit or proceeding, or in defense of any claim,
issue or matter therein, he shall be indemnified against expenses
(including attorneys' fees) actually and reasonably incurred by him in
connection therewith.
10.3 The indemnification hereunder (unless ordered by the court) shall be
made by the Corporation only as authorized in a specific case upon a
determination that the applicable standard of conduct has been met.
Such determination shall be made, (i) 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 (ii) if such a quorum is not
obtainable or a quorum of disinterested directors so directs, by
independent legal counsel, or (iii) by the shareholders.
10.4 The expenses incurred in defending such an action, suit or proceeding
shall be paid by the Corporation in advance of the final disposition
thereof if authorized by the Board of Directors in the manner provided
in Section 10.3 above, upon receipt of an undertaking by or on behalf
of the director, officer, employee or agent to repay such amount
unless it shall ultimately be determined that he is entitled to be
indemnified by the Corporation as authorized hereunder.
10.5 The indemnification provided hereunder shall not be deemed exclusive
of any other rights to which one indemnified may be entitled, both as
to action in his official capacity and as to action in another
capacity while holding such office, and shall continue as to a person
who has ceased to be a director, officer, employee or agent and shall
inure to the benefit of his heirs and legal representatives.
10.6 The Corporation may procure insurance on behalf of any person who is
or was a director, officer, employee or agent of the Corporation, or
is or was serving at the request of the Corporation as a director,
officer, employee or agent of another business, nonprofit or foreign
corporation,
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partnership, joint venture or other enterprise against any liability
asserted against or incurred by him in any such capacity, or arising
out of his status as such, whether or not the Corporation would have
the power to indemnify him against such liability under the Business
Corporation Law of Louisiana.
SECTION 11. AMENDMENTS
11.1 These bylaws may be amended or repealed by the Board of Directors at
any regular or special meeting or by the shareholders at any annual or
special meeting, provided notice of the proposed amendment or repeal
be contained in the notice of such annual or special meeting of
shareholders.
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