<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q/A-1
/X/ Quarterly report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the quarterly period ended March 31, 1995.
/ / Transition report pursuant to Section 13 or 15(d) of the Exchange Act
of 1934
For the transition period from to
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Commission file number 0-13307
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The New Iberia Bancorp, Inc.
----------------------------
(Exact name of registrant as specified in its charter)
Louisiana 72-0969631
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(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
800 S. Lewis Street, New Iberia, Louisiana 70560
- --------------------------------------------------------------------------------
(address of principal executive offices (Zip Code)
Registrant's telephone number, including area code (318) 365-6761
------------------
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes X No
----- -----
APPLICABLE ONLY TO ISSUERS INVOLVED IN
BANKRUPTCY PROCEEDINGS DURING THE
PRECEDING FIVE YEARS:
Indicate by check mark whether the registrant has filed all documents and
reports required to be filed by Sections 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court.
Yes No
----- -----
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
1,991,760 shares common stock
<PAGE> 2
PART II
Item 6 - Exhibits.
<TABLE>
<CAPTION>
Sequentially
Exhibit Description Numbered Page
------- ----------- -------------
<S> <C> <C>
3.1 Articles of Incorporation of The New Iberia Pages 3 thru 9
Bancorp, Inc.
3.2 By-Laws of The New Iberia Bancorp, Inc. Pages 10 thru 25
</TABLE>
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its own behalf by the
undersigned thereunto duly authorized.
THE NEW IBERIA BANCORP, INC.
Date: June 26, 1995 By: /s/ Ernest Freyou
Ernest Freyou
President and Chief Executive Officer
Date: June 26, 1995 By: /s/ Leonard J. Freyou
Leonard J. Freyou
Senior Vice-President and Cashier
<PAGE> 1
EXHIBIT 3.1
ARTICLES OF INCORPORATION
OF
NEW IBERIA NATIONAL BANCORP, INC.
The undersigned, for the purpose of forming a corporation under the Business
Corporation Law of Louisiana, does hereby make, sign and acknowledge these
Articles of Incorporation, stating as follows:
ARTICLE I
The name of the corporation is New Iberia National Bancorp, Inc.
REFERENCE: SEE AMENDMENT FOR ARTICLE I DATED APRIL 11, 1988.
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
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 a par value of Ten and No/100 ($10.00) dollars per share.
REFERENCE: SEE AMENDMENT FOR ARTICLE III DATED APRIL 17, 1995.
ARTICLE IV
In the election of directors, each shareholder of record shall be entitled to
one vote, either in person or by proxy, for each share of stock standing in his
name on the books of the corporation. Shareholders shall not have cumulative
voting in the election of directors.
REFERENCE: SEE AMENDMENT FOR ARTICLE IV DATED JUNE 27, 1983.
ARTICLE V
Shareholders shall have preemptive rights.
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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 corporation action, the consent in writing to each 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.
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.
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ARTICLE X
The name and post office address of the incorporator is:
Cathy E. Chessin
2350 Pan-American Life Center
601 Poydras Street
New Orleans, Louisiana 70130
REFERENCE: SEE NEW ARTICLE XI ADOPTED APRIL 11, 1988.
WITNESSES:
S/ S/CATHY E. CHESSIN
S/ Incorporator
IN WITNESS WHEREOF, the incorporator has signed and acknowledged these Articles
of Incorporation on this 4th day of January, 1983.
WITNESSES:
S/ S/CATHY E. CHESSIN
S/
5
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ARTICLES OF AMENDMENTS
TO
ARTICLES OF INCORPORATION
OF
NEW IBERIA NATIONAL BANCORP, INC.
ARTICLE I AMENDED APRIL 11, 1988. THE NAME OF THE CORPORATION BE CHANGED FROM
NEW IBERIA NATIONAL BANCORP, INC. TO THE NEW IBERIA BANCORP, INC.
ARTICLE 1
The name of the corporation is The New Iberia Bancorp, Inc.
ARTICLE IV AMENDED JUNE 27, 1983.
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 XI ADOPTED APRIL 11, 1988. INDEMNIFICATION AND LIMITATION OF LIABILITY
OF DIRECTORS AND OFFICERS; INSURANCE.
ARTICLE XI
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 a director, officer, employee, or agent of the
corporation to the fullest extent allowed by law.
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ARTICLES OF AMENDMENTS
TO
ARTICLES OF INCORPORATION
OF
THE NEW IBERIA BANCORP, INC.
ARTICLE III AMENDED APRIL 17, 1995. DELETED ARTICLE III IN ITS ENTIRETY AND
REPLACED IT WITH A NEW ARTICLE III.
ARTICLE III
(a) This Corporation has authority to issue an aggregate of Ten
Million (10,000,000) share 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 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.
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THESE ARTICLES OF AMENDMENT TO ARTICLES OF INCORPORATION OF THE NEW IBERIA
BANCORP, INC. WAS FILED WITH THE SECRETARY OF STATE, STATE OF LOUISIANA ON
APRIL 19, 1995, IN THE RECORD OF CHARTERS BOOK 344, AS FOLLOWS:
BE IT KNOWN, that on this 18th day of April 1995,
BEFORE ME, Cathy E. Chessin, a Notary Public, duly commissioned and qualified,
in and for the Parish of Iberia, and in the presence of the witnesses
hereinafter named and undersigned:
PERSONALLY CAME AND APPEARED
Ernest Freyou and Robert Eppley, appearing herein and acting for The New Iberia
Bancorp, Inc. (of which corporation they are, respectively, President and
Secretary), a corporation organized and existing under the laws of the State of
Louisiana, domiciled in the Parish of Iberia, State of Louisiana, organized by
Articles of Incorporation dated January 4, 1983, as amended from time to time
thereafter, who declared that pursuant to resolution of the shareholders of the
corporation, adopted at the annual meeting of shareholders of the corporation
held on April 17, 1995 at 10:00 a.m., at New Iberia, Louisiana, they now appear
for the purpose of executing this act of amendment and putting into authentic
form the amendment so agreed to by the vote of the shareholders of said
corporation.
AND THE SAID APPEARERS further declared that by vote of the shareholders of the
corporation at the Annual Meeting of the Shareholders of the Corporation held
April 17, 1995, it was resolved that the Articles of Incorporation of the
corporation be amended by deleting Article III in its entirety and replacing it
with a new Article III, which provides as follows:
(a) This Corporation has authority to issue an aggregate of Ten
Million (10,000,000) share 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 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.
AND THE SAID APPEARERS further declared that of the 49,794 issued and
outstanding shares of the corporation, 48,787 shares voted for the said
amendment, 93 shares voted against the said amendment, and 344 shares
abstained; 49,224 shares were represented at the meeting.
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AND THE SAID APPEARERS further declared that prior to the effective date of
these Articles of Amendment, each of the 49,794 issued and outstanding shares
of the Corporation has a par value of $10.00 and that upon the effective date
of these Articles of Amendment, each of the 1,991,760 shares of the Corporation
issued and outstanding after the stock split effectuated by the amendment will
have no par value.
AND THE SAID APPEARERS having requested me, Notary, to note said amendment in
authentic form, I do by these presents receive said amendment in the form of
this public act to the end that said amendment may be promulgated and received
and thus be read into the original Articles of Incorporation of The New Iberia
Bancorp, Inc., as hereinabove set forth.
THUS DONE AND PASSED, in New Iberia, Louisiana, on the day, month and year
first above written, in the presence of the undersigned competent witnesses,
who hereunto sign their names with the said appearers and me, Notary, after a
due reading of the whole.
THE NEW IBERIA BANCORP, INC.
BY: S/ERNEST FREYOU
PRESIDENT
BY: S/ROBERT EPPLEY
SECRETARY
S/CATHY E. CHESSIN
NOTARY PUBLIC
9
<PAGE> 1
EXHIBIT 3.2
BY LAWS
OF
THE NEW IBERIA BANCORP, INC.
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 Second
Monday of March in 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
for 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 2 months.
REFERENCE: SEE AMENDMENT FOR SECTION 2.2 DATED FEBRUARY 22, 1988
SEE AMENDMENT FOR SECTION 2.2 DATED FEBRUARY 22, 1993
2.3 Special meetings of the shareholders, for any purpose or purposes, may
be called by the President or Chief Executive Officer or by the Board
of Directors. At any time, upon the written request of any
shareholder or shareholders holding in the aggregate two-thirds 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 fifteen nor more
than sixty days after the receipt of said request.
REFERENCE: SEE AMENDMENT FOR SECTION 2.3 DATED AUGUST 27, 1984.
SEE AMENDMENT FOR SECTION 2.3 DATED DECEMBER 28, 1994.
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 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.
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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 question 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 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 of which directors are to
be elected shall be adjourned only from day to day until such
directors shall have been elected.
2.10 REFERENCE: SEE AMENDMENT FOR NEW SECTION 2.10 DATED JANUARY 3, 1995.
SEE AMENDMENT FOR SECTION 2.10 DATED FEBRUARY 13, 1995.
2.11 REFERENCE: SEE AMENDMENT FOR NEW SECTION 2.11 DATED JANUARY 3, 1995.
SEE AMENDMENT FOR SECTION 2.11 DATED FEBRUARY 13, 1995.
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 by-laws 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.
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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 REFERENCE: SEE AMENDMENT FOR NEW SECTION 3.3 DATED JANUARY 3, 1995.
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 President or Chief
Executive Officer on two days' notice given to each director, either
personally or by telephone, mail or by telegram. Special meetings
shall be called by the President or Chief Executive Officer or
Secretary in like manner and on like notice on the written request of
two directors and if the President or Chief Executive Officer or
Secretary fail or refuse, or are unable to call a meeting when
requested by any two directors, then the two directors may call the
meeting on two days' written notice given to each director.
REFERENCE: SEE AMENDMENT TO SECTION 5.4 DATED AUGUST 27, 1984.
SEE AMENDMENT TO SECTION 5.4 DATED JUNE 21, 1994.
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.
REFERENCE: SEE AMENDMENT TO SECTION 5.5 DATED AUGUST 16, 1993.
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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 of 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 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 the Bylaws to be given to any shareholder or director
shall be deemed to have been given to each shareholder or director
when such notice is served upon such shareholder or director or two
business days after such notice is placed in the United States mail,
postage prepaid, addressed to such shareholder or director at his last
known address.
REFERENCE: SEE AMENDMENT TO SECTION 6.1 DATED JANUARY 3, 1995.
6.2 Whenever any notice is required to be given by law or the Articles of
Incorporation, or the by-laws, 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 or 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.
REFERENCE: SEE AMENDMENT TO SECTION 7.1 DATED AUGUST 27, 1984.
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.
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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 meetings of the Board
of Directors. In the absence of the Chairman of the Board, the Chief
Executive Officer or other designated officer shall preside at all
such meetings.
REFERENCE; SEE AMENDMENT TO SECTION 7.5 DATED AUGUST 16, 1993.
SEE AMENDMENT TO SECTION 7.5 DATED JANUARY 3, 1995.
SEE AMENDMENT TO SECTION 7.5 DATED FEBRUARY 13, 1995.
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 A Senior 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 Assistant Treasurer, the duties of the latter shall
devolve upon such Senior Vice-President.
REFERENCE: SEE AMENDMENT TO SECTION 7.7 DATED AUGUST 27, 1984.
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 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.
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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 of stock shall be signed by the Chief
Executive Officer or President or a Vice President and the Treasurer
or the Secretary or Assistant Treasurer or Assistant Secretary, if
any. 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.
REFERENCE: SEE AMENDMENT TO SECTION 8.1 DATED AUGUST 27, 1984.
8.2 The Board of Directors may direct a new certificate or certificates to
be issued in 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 manner as it shall be required and/or give the
corporation a bond in such sun as it may direct as indemnity against
any claim that may be made against 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, officer or agents, may have to the contrary.
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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
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 of 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 indemnity 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 attorney's 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 attorney's 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
abjudged to be liable for negligence or misconduct in the performance
of his duty to the
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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 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, suite 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, (1) 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 (2) if such a quorum is not
obtainable or a quorum of disinterested directors so directs, by
independent legal counsel, or (3) 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
o 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 excluse 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, partnership, joint venture or other enterprise against
any liability asserted against or incurred by him in any such
capacity, or arising out
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of his status as such, whether or not the corporation would have the
power to indemnity him against such liability under the Business
Corporation Law of Louisiana.
SECTION 11. AMENDMENTS
11.1 These by-laws 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.
I, Jack O. Broussard, certify that: (1) I am the duly constituted
Secretary of the Board of Directors of New Iberia National Bancorp, Inc., and
as such officer am the official custodian of its records; (2) the foregoing
by-laws are the by-laws of said corporation, as adopted by the Board and all of
them are now lawfully in force and effect.
IN WITNESS WHEREOF, I have hereunto affixed my official signature, in
the City of New Iberia, on this 9th day of May, 1983.
S/Jack O. Broussard
Secretary
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AMENDMENTS TO THE BY-LAWS
OF THE NEW IBERIA BANCORP, INC.
SECTION 2.2 AMENDED FEBRUARY 22, 1988
2.2 An Annual Meeting of the Shareholders shall be held on the Second
Monday of April in 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
for 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 2 months.
SECTION 2.2 AMENDED FEBRUARY 22, 1993
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.
SECTION 2.3 AMENDED AUGUST 27, 1984
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. Any time, upon written request of any
shareholder or shareholders holding in the aggregate two-thirds of the
total voting power, the Secretary shall call a special meeting of
shareholders to be held at the registered office of the corp;oration
at such time as the secretary may fix, not less than fifteen nor more
than sixty days after the receipt of said request.
SECTION 2.3 AMENDED DECEMBER 28, 1994
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.
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SECTION 2.10 ADOPTED IN AMENDMENT JANUARY 3, 1995
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 (a) 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, (b) the
name and address, as they appear on the Corporation's books, of the
shareholder intending to propose such business, (c) the class and
number of shares of capital stock of the Corporation which are
beneficially owned by the shareholder, (d) 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 (e) any material
interest of the shareholder in such business.
Notwithstanding anything in these By-laws 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.
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(c) Meeting Delay. For purposes of this Section 2.10, and Section
3.3 of these By-laws, 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.
SECTION 2.10 AMENDED FEBRUARY 13, 1995, BY ADDING THE FOLLOWING NEW PARAGRAPH
TO THE END OF SECTION 2.10(B).
2.10 (b)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.
SECTION 2.11 ADOPTED IN AMENDMENT JANUARY 3, 1995
2.11 Meetings of shareholders shall not be required to be conducted in
accordance with the rules of parliamentary procedure.
SECTION 2.11 AMENDED FEBRUARY 13, 1995, BY ADDING THE FOLLOWING NEW SENTENCE TO
THE END OF SECTION 2.11.
2.11 Meetings of shareholders shall be conducted in a fair and impartial
manner.
SECTION 3.3 ADOPTED IN AMENDMENT JANUARY 3, 1995
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
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unpledged, the number of qualifying share of stock of the Corporation
required to be held by directors of The New Iberia Bank pursuant to
La. Rev. Stat. 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 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 5.4 AMENDED AUGUST 27, 1984.
5.4 Special meetings of the Board may be called by the Chairman of the
Board or Chief Executive Effacer on two days notice given to each
director, either personally or by telephone, mail or telegram.
Special meetings shall be called by the Chairman of the Board or Chief
Executive Officer or Secretary in like manner and or like notice on
the written request of two directors and if the Chairman of the Board
or Chief Executive Officer or Secretary fail or refuse, or are unable
to call a meeting when requested by any two directors, then the two
directors may call the meeting on two days written notice given to
each director.
SECTION 5.4 AMENDED JUNE 21, 1994
5.4 Special meeting 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 offour 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.
SECTION 5.5 AMENDED AUGUST 16, 1993.
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.
SECTION 6.1 AMENDED JANUARY 3, 1995, TO DELETE THE PHRASE "TWO BUSINESS DAYS
AFTER" AND TO INSERT IN ITS PLACE THE WORD "WHEN."
6.1 Any written notice required or permitted bylaw, the Articles of
Incorporation or these by-laws 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.
SECTION 7.1 AMENDED AUGUST 27, 1984
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
treasurer. Any two offices may be held by one person. The President
shall have general 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 laws.
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SECTION 7.5 AMENDED AUGUST 16, 1993.
7.5 The chairman of the Board shall preside at all meetings of the Board
of Directors. 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 designated officer, shall preside at
all such meetings.
SECTION 7.5 AMENDED JANUARY 3, 1995, TO INCLUDE LANGUAGE AUTHORIZING THE
CHAIRMAN OF THE BOARD TO PRESIDE AS CHAIRMAN AT ALL SHAREHOLDERS MEETINGS AND
TO DETERMINE THE ORDER OF BUSINESS AND PROCEDURE AT THE MEETING.
7.5 The Chairman of the Board shall preside at all meetings 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. 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, tabulation of proxies and ballots and other matters as seem
to him appropriate for the proper conduct of the meeting.
SECTION 7.5 AMENDED FEBRUARY 13, 1995, TO DELETE THE LAST SENTENCE THEREOF AND
TO INSERT IN ITS PLACE THE FOLLOWING SENTENCE:
7.5 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.
SECTION 7.7 AMENDED AUGUST 27, 1984.
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 later shall devolve upon such
Executive Vice-President.
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SECTION 8.1 AMENDED AUGUST 27, 1984.
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.
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