SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[X] Preliminary Proxy Statement [ ] Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
HIGHLANDS BANKSHARES, INC.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and
0-11.
1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined):
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the
offsetting fee was paid previously. Identify the previous filing
by registration statement number, or the Form or Schedule and the
date of its filing.
1) Amount Previously Paid:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:
<PAGE>
March 17, 1997
Dear Shareholders:
You are cordially invited to attend our annual meeting of the
shareholders of Highlands Bankshares, Inc. on Tuesday, April 8, 1997, at
3:00 p.m., at The Grant County Bank, 1 North Main Street (the "Old Bank
Building"), Petersburg, West Virginia.
Enclosed in this mailing you will find formal notice of the meeting, a
proxy and a Proxy Statement detailing the matters upon which the
shareholders will act at the annual meeting. Our Company's Annual Report
for 1996 is also enclosed.
We urge you to complete, date and sign the proxy, and return it as soon
as possible in the enclosed postage prepaid envelope, even if you intend
to attend the meeting. You may revoke your proxy at any time prior to
its exercise.
Sincerely,
John G. VanMeter
Chairman of the Board
<PAGE>
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To the Shareholders of Highlands Bankshares, Inc.
The annual meeting of shareholders of Highlands Bankshares, Inc. will
be held on Tuesday, April 8, 1997, at 3:00 p.m., at The Grant County
Bank, 1 North Main Street (the "Old Bank Building"), Petersburg, West
Virginia, for the following purposes:
1. Election of eight directors to serve until the next annual meeting
of shareholders.
2. Ratification of the appointment of S. B. Hoover and Company,
L.L.P. as independent auditors for 1997.
3. To approve adoption of a new Section to the Company's Articles of
Incorporation that will provide for staggered terms for the board
of directors beginning with the election of directors at the 1998
annual meeting of shareholders.
4. Transaction of other business as may properly come before the
meeting.
Only shareholders of record at the close of business on March 3, 1997
are entitled to notice of and to vote at the annual meeting or any
adjournments thereof.
To assure that your shares are represented at the annual meeting,
please complete, date and sign the enclosed proxy, and return it as soon
as possible in the enclosed postage prepaid envelope. You may revoke
your proxy at any time prior to its exercise.
By Order of the Board of Directors
Clarence E. Porter
Corporate Secretary
March 17, 1997
<PAGE>
PRELIMINARY PROXY STATEMENT
HIGHLANDS BANKSHARES INC.
P.O. Box 929
Petersburg, West Virginia 26847
(304) 257-4111
PROXY STATEMENT
This Proxy Statement is furnished in connection with the
solicitation of proxies for use at the annual meeting of shareholders of
Highlands Bankshares, Inc. (Highlands or the Company) to be held Tuesday,
April 8, 1997, at 3:00 p.m., at The Grant County Bank, 1 North Main
Street (the "Old Bank Building"), Petersburg, West Virginia, and at any
adjournments thereof (Annual Meeting). The accompanying proxy is
solicited by the Board of Directors of the Company (the Board). The
principal executive offices of the Company are located at 3 North Main
Street, Petersburg, West Virginia 26847. The approximate mailing date
of the Proxy Statement and the accompanying proxy is March 17, 1997.
The cost of the solicitation of proxies will be borne by the
Company. Solicitations will be made only by the use of the mail, except
that, if necessary, officers, directors and regular employees of the
Company, or its affiliates, may make solicitations of proxies by
telephone, telegraph or by personal calls. Brokerage houses and nominees
may be requested to forward the proxy solicitation material to the
beneficial owners of the stock held of record by such persons, and the
Company may reimburse them for their charges and expenses in this regard.
All properly executed proxies delivered pursuant to this
solicitation will be voted at the Annual Meeting in accordance with any
instructions thereon. Any person signing and mailing the enclosed proxy
may, nevertheless, revoke the proxy at any time prior to the actual
voting thereof.
A 1996 Annual Report to shareholders, including current financial
statements, is being mailed to the Company's shareholders concurrently
with this Proxy Statement but should not be considered proxy solicitation
material.
Interested shareholders may obtain without charge a copy of the
Company's Form 10-KSB, as filed with the Securities and Exchange
Commission, upon written request to Clarence E. Porter, Corporate
Secretary, Highlands Bankshares, Inc., P.O. Box 929, Petersburg, West
Virginia 26847.
OUTSTANDING SHARES AND VOTING RIGHTS
Only shareholders of record at the close of business on March 3,
1997, will be entitled to vote at the Annual Meeting. As of such date,
the Company had outstanding 514,066 shares of its common stock, $5 par
value (Common Stock), each of which is entitled to one vote at the Annual
Meeting. Cumulative voting rights are available for the election of
directors, as further described in this Proxy Statement.
<PAGE>
Any number of shareholders holding together a majority of the stock
outstanding, who are either present in person or represented by proxy at
the Annual Meeting, shall constitute a quorum. If a share is represented
for any purpose at the Annual Meeting, it is deemed to be present for
purposes of establishing a quorum. Abstentions and shares held of record
by a broker or its nominee (Broker Shares) which are voted on any matter
are included in determining the number of votes present or represented
at the Annual Meeting. Conversely, Broker Shares that are not voted on
any matter will not be included in determining whether a quorum is
present.
If a quorum is established, directors will be elected by a plurality
of the votes cast by shareholders in person or by proxy at the Annual
Meeting; and each of Proposals Two and Three will be approved by a
majority of the votes cast by shareholders in person or by proxy at the
Annual Meeting. Votes that are withheld and Broker Shares that are not
voted will not be included in determining the number of votes cast.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT
The following table sets forth the name and address of, and number
and percentage of shares of Common Stock held as of March 1, 1997 by,
each person who, to the knowledge of the Company, is (i) the beneficial
owner of more than 5% percent of Common Stock, namely John G. VanMeter
(who is also a director); (ii) each of the Company's directors, director
nominees, and executive officers; and (iii) all of the Company's
directors and executive officers as a group.
Amount Beneficially Percent of
Name of Owner
Owned Class
- ------------- ------------------- -----------
Leslie A. Barr, Director and President 1,838<F1> *
Thomas B. McNeil, Sr., Director Nominee 5,341<F2> 1.0%
George B. Moomau, Director 7,740<F3> 1.5%
Clarence E. Porter,
Director and Secretary/Treasurer 112<F4> *
Harold B. Roby, Director 18,400<F5> 3.6%
Courtney R. Tusing, Director 816<F6> *
John G. VanMeter, Director 33,989<F7> 6.6%
Jack H. Walters, Director 3,608<F8> *
L. Keith Wolfe, Director 2,860<F9> *
All of the eight directors and each of 69,363 13.5%
the two executive officers of the
Company, as a group
* Denotes less than 1% of class
________________________
[FN]
<F1> Includes 940 shares owned directly and 898 shares owned
jointly with his wife.
<PAGE>
-2-
<F2> Includes 3,702 shares owned directly, and 2,269 shares held by
his wife over which he holds no voting or dispositive powers.
<F3> Includes 3,100 shares owned directly, 4,440 shares owned
jointly with his wife, and 200 shares held by his wife over
which he holds no voting or dispositive powers.
<F4> Includes 100 shares owned directly and 12 shares held by his
wife over which he holds no voting or dispositive powers.
<F5> Includes 1,000 shares owned directly and 17,400 shares owned
jointly with his wife.
<F6> Includes 816 shares owned directly.
<F7> Includes 440 shares owned directly, 11,560 shares owned
jointly with his wife, 200 shares owned by his wife over which
he holds no voting or dispositive powers, and 21,789 shares
beneficially held in his capacity as executor of the Estate of
William G. VanMeter over which he holds sole voting and
dispositive power.
<F8> Includes 3,508 shares owned directly and 50 shares held as co-
guardian for each of his two minor children.
<F9> Include 2,610 shares owned directly, 100 shares held jointly
with each of his two minor children, and 50 shares held by his
wife over which he holds no voting or dispositive powers.
PROPOSAL ONE ELECTION OF DIRECTORS
There are currently eight directors of the Board, all of whom were
elected by the shareholders of the Company at its 1996 annual meeting.
One of the eight current directors, namely Harold B. Roby, is not seeking
re-election as a director at the 1997 Annual Meeting for reasons
unrelated to his association with the Company. The remaining seven
current directors have been recommended by the Board for election at the
1997 Annual Meeting. Thomas B. McNeil, Sr. is the eighth nominee being
recommended by the Board for election as a director at the 1997 Annual
Meeting. The directors elected at the 1997 Annual Meeting shall serve
until the next annual meeting of the Company's shareholders.
In the election of directors, the Company's shareholders shall have
as many votes as the number of shares they own, multiplied by the number
of directors to be elected. When voting by proxy or in person at the
Annual Meeting, shareholders may do one of the following:
1. A shareholder may vote FOR all of the director nominees. If
the shareholder wishes to withhold authority as to certain nominees,
however, he may do so by writing the name of the person or persons for
whom he does not want to vote in a space provided on the proxy.
2. A shareholder may WITHHOLD AUTHORITY to vote for all of the
director nominees, in which case none of the nominees receives any of the
shareholder's vote.
<PAGE>
-3-
3. A shareholder may CUMULATE all of his votes for one director
nominee or distribute them among as many nominees as he chooses. For
example, the election of eight directors entitles a shareholder who owns
100 shares of stock to 800 votes. The shareholder may vote all 800 votes
for one director, or may allocate his votes among two or more of the
directors. Shareholders wishing to cumulate their vote on the enclosed
proxy should direct that their votes be cumulated on behalf of the
directors for whom they vote by writing the name of the director or
directors in the space provided on the proxy and indicating the number
of votes to be cast for each such director.
It is the intention of the persons named as proxies in the
accompanying form of proxy, unless instructed otherwise, to vote for the
election of each of the nominees for directors set forth below. If any
nominee should become unavailable to serve, the proxy may be voted for
the election of a substitute nominee designated by the Board. The Board
has no reason to believe any of the nominees will be unable to serve if
elected.
The Board recommends for election each of the nominees set forth below.
INFORMATION CONCERNING NOMINEES
The following information, including the principal occupation during
the past five years, is given with respect to the nominees for election
to the Board at the Annual Meeting.
<TABLE>
Nominees
<CAPTION>
Name and Position Director Principal Occupation
with the Company Age Since During the Last Five Years
- ---------------- --- ------- --------------------------
<S> <C> <C> <C>
Leslie A. Barr 59 7/87 President and Chief Executive Officer of Capon
President Valley Bank since August 1985
Thomas B. McNeil, Sr. 70 n/a Chairman of the Board of Capon Valley Bank
since July 1995; Retired Insurance Agent
George B. Moomau 76 5/85 Chairman of the Board of The Grant County
Bank since October 1988; prior thereto,
President of The Grant County Bank
Clarence E. Porter 48 4/92 President and Chief Executive Officer of The
Secretary/Treasurer Grant County Bank since August 1991; Vice
President of The Grant County Bank from
August 1988 until August 1991
Courtney R. Tusing 71 8/95 Retired; President and Chairman of the Board
of First United National Bank & Trust and
First United Corp.
John G. VanMeter 59 5/85 Attorney at Law; Partner, VanMeter &
Chairman of the Board VanMeter
Jack H. Walters 49 7/87 Attorney at Law; Partner, Walters & Krauskopf
L. Keith Wolfe 70 5/85 Owner of Petersburg Motor Company
</TABLE>
<PAGE>
-4-
Board Meetings and Compensation
The Board met 11 times during 1996. Each director attended at least
75% of the aggregate of (i) the total number of meetings held by the
Board and (ii) the total number of meetings held by the committee on
which the director served. Directors received $100.00 for attending
Board meetings, and $75.00 for attending committee meetings not held in
conjunction with Board meetings. For 1996, the Company had a
Compensation Committee which consisted of John G. VanMeter, Jack H.
Walters, L. Keith Wolfe, and Courtney R. Tusing, and which met one time
during 1996. The Compensation Committee reviews and recommends to the
Board salaries for the executive officers of the subsidiary banks for the
upcoming year. The Company did not have a standing audit or nominating
committee.
Certain Related Transactions
The Board approved the purchase of 15,000 shares of stock from John
G. VanMeter, serving as executor of the Estate of William G. VanMeter,
for a total price of $615,000. The $41/share price represents the
prevailing market rate, and the transaction was approved by a majority
of the disinterested directors. This purchase is expected to be
completed before the end of March 1997.
Loans made by the Grant County Bank and Capon Valley Bank to
director nominees and their affiliates were made in the ordinary course
of business, were made on substantially the same terms, including
interest rates and collateral as those prevailing at the time for
comparable transactions with other persons, and did not involve more than
the normal risk of collectibility or present other unfavorable features.
EXECUTIVE COMPENSATION
The Summary Compensation Table below sets forth the compensation of
the Chief Executive Officer of The Grant County Bank and Capon Valley
Bank, the Company's two wholly-owned bank subsidiaries, for the last
three years.
<TABLE>
Summary Compensation Table
<CAPTION>
Other
Name and Annual Compensation Compensation<F2>
------------------- ------------
Principal Position Year Salary($)<F1> Bonus($) ($)
- ----------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Clarence E. Porter
Secretary/Treasurer of Company; 1996 $88,833 $ 0 $ 5,328
President and Chief Executive 1995 82,719 0 2,444
Officer of The Grant County Bank 1994 76,844 0 2,019
Leslie A. Barr
President of Company; 1996 $79,706 $6,467 $12,040
President and Chief Executive 1995 73,925 6,050 7,265
Officer of Capon Valley Bank 1994 69,125 5,633 6,723
</TABLE>
________________________
[FN]
<F1> Includes base salary, director fees, and, for Mr. Porter, his
annual elective share of the Grant County Bank Profit Sharing
Plan. For the last fiscal year, Mr. Porter received
<PAGE>
-5-
a base salary of $78,000 from Grant County Bank, and Mr. Barr
received $71,600 from Capon Valley Bank. Mr. Porter earned
director fees of $900 from the Company and $7,025 from Grant
County Bank; Mr. Barr earned director fees of $1,100 from the
Company and $7,006 from Capon Valley Bank.
<F2> Includes the subsidiaries' contributions to the Company's
Employee Stock Ownership Plan (ESOP) of which $2,420 was
allocated to Mr. Porter and $2,482 was allocated to Mr. Barr
for the last fiscal year. Also includes the subsidiaries'
respective contributions to their qualified retirement plans
on behalf of the executive officers; for the last fiscal year,
Grant County Bank's contribution to the Grant County Bank
Profit Sharing Plan on behalf of Mr. Porter was $2,908; Capon
Valley Bank's contribution to the Capon Valley Bank Profit
Sharing 401(k) Plan on behalf of Mr. Barr was $9,558.
PROPOSAL TWO APPOINTMENT OF INDEPENDENT
PUBLIC ACCOUNTANTS
S. B. Hoover and Company, L.L.P. of Harrisonburg, Virginia, were
auditors for 1996 and are being recommended to the Company's shareholders
for appointment as auditors for 1997. A representative of S. B. Hoover
and Company is expected to attend the Annual Meeting with the opportunity
to make a statement or to respond to appropriate questions from
shareholders.
The Board recommends that shareholders vote "FOR" Proposal Two.
PROPOSAL THREE AMENDMENT TO THE ARTICLES OF INCORPORATION
TO CREATE STAGGERED TERMS FOR
THE BOARD OF DIRECTORS
The Board of Directors has approved, and recommends to the
shareholders that they approve, adoption of a new Section to the
Company's Articles of Incorporation to provide for staggered terms of the
Company's board of directors. The text of the proposed Section is
included in this Proxy Statement as Exhibit 99.
Staggered Terms of the Board of Directors
Currently, all directors of the Company are elected at each annual
meeting of the shareholders to hold office until the next annual meeting
and until their respective successors are elected. The proposed Section
to the Company's Articles of Incorporation provides that, beginning with
the election of the board of directors at next year's annual meeting
(i.e., 1998), the board would be divided into three classes with
staggered terms, designated as Class A, Class B, and Class C. Each class
would consist of a group of directors as nearly equal in number to the
other classes as possible. To illustrate, if the slate of nominees for
the board to be voted on at next year's annual meeting of shareholders
consists of eight directors, Class A would initially consist of three
directors who would hold office until the annual meeting of shareholders
in 1999; Class B would initially consist of three directors who would
hold office until the annual meeting of shareholders in 2000; Class C
would initially consist of two directors who would hold office
<PAGE>
-6-
until the annual meeting of shareholders in 2001. Regardless of his Class, each
director would hold office until his successor was duly elected, or until
the earlier of his resignation, removal, or death; and any director named
between any annual meeting of shareholders would hold office for a term
ending with the next annual meeting of shareholders. At each annual
meeting of shareholders starting with the 1999 annual meeting, one class
of directors would be elected for a three-year term with the remaining
classes continuing in office.
Purposes and Effects of Staggered Terms
Staggering the terms of the board of directors prevents more than
approximately one-third of the board from being replaced at any one
annual meeting because only one-third of the board is elected each year.
As such, a staggered system would help assure continuity and stability
of the Company's management, business strategies, and policies. Further,
by separating the Company's board of directors into classes with
staggered terms, at any given time two-thirds of the board will have had
prior experience as directors of the Company, which would help assure
seasoned and practiced leadership of the Company. While a staggered
system may also delay or frustrate removal of a director, even in cases
where shareholders may generally deem removal beneficial, the Board
believes the benefits of the staggered system in moderating the pace of
change in the Company's decision-making body warrants the adoption of
Proposal Three in favor of a staggered board of directors.
Although the Company is under no current or specific threat of
hostile takeover, there has been a recent growing trend toward the
accumulation of substantial stock positions in public companies by third
parties in order to force a merger, consolidation, or restructure, or to
otherwise obtain control of a corporation. Under the Company's current
system of electing all eight directors every year, such a change in the
control of the board could be achieved in only one shareholders' meeting.
A board serving with staggered three-year terms, however, would require
at least two annual shareholders' meetings to effect a change in control
of the board.
By stabilizing the composition of the board with the use of
staggered terms, Proposal Three would encourage any person who might seek
to acquire control of the Company to consult with the Company's board of
directors and to negotiate the terms of any proposed business combination
or tender offer. While management might conceivably use this perceived
bargaining power in negotiations with a potential acquiror to negotiate
more favorable terms for management, the Board believes that any takeover
attempt or business combination in which the Company is involved should
be thoroughly studied by the Company's then-serving board of directors
to assure that all of the Company's shareholders are treated fairly.
While some tender offers may not necessarily be detrimental to the
Company and its shareholders, and may even provide shareholders an
opportunity to sell shares at a premium, on balance the Board believes
the staggered system would afford the Company time (i) to negotiate with
the sponsor of any unsolicited and/or unfriendly proposal to take over
or restructure the Company, (ii) to consider alternative proposals in
such events, and (iii) to assure that shareholder value is maximized.
<PAGE>
-7-
In conclusion, the Board believes Proposal Three would effectuate
stability in the Company's business strategies and policies, ensure
experienced leadership in the Company's management, and reduce the
Company's vulnerability to any unsolicited proposal for a takeover that
does not contemplate the acquisition of all of the Company's outstanding
shares or to any unsolicited proposal for a restructuring or sale of all
or part of the Company. For the foregoing reasons, the Board believes
Proposal Three is in the best interests of the Company and its
shareholders.
The Board recommends that shareholders vote "FOR" Proposal Three.
SHAREHOLDER PROPOSALS
Proposals of shareholders intended to be presented at the Company's
1998 Annual Meeting must be received by the Secretary of the Company, at
its principal executive offices, 3 North Main Street, Petersburg, West
Virginia 26847, for inclusion in its Proxy Statement relating to the
meeting, by November 15, 1997.
By Order of the Board of Directors
Clarence E. Porter
Corporate Secretary
March 17, 1997
<PAGE>
-8-
APPENDIX
PROXY
HIGHLANDS BANKSHARES, INC.
Annual Meeting of Shareholders, April 8, 1997
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.
The undersigned hereby appoints George B. Moomau and Leslie A. Barr,
any one of whom may act, with full power of substitution, as proxies to
vote, as designated below, at the Annual Meeting of Shareholders to be
held on April 8, 1997, and at any adjournment thereof, the shares of
Highlands Bankshares, Inc. common stock held of record by the undersigned
as of March 3, 1997.
The shares to which this proxy relates will be voted as specified.
If no specification is made, such shares will be voted in favor of the
proposals set forth on this proxy.
1. PROPOSAL ONE: ELECTION OF DIRECTORS
[] FOR all nominees listed below [] WITHHOLD AUTHORITY to vote
(except as marked to the for all nominees listed below
contrary below)
Leslie A. Barr, Thomas B. McNeil, Sr., George B. Moomau, Clarence E.
Porter, Courtney R. Tusing, John G. VanMeter, Jack H. Walters, and L.
Keith Wolfe
(INSTRUCTION: To withhold authority to vote for any individual nominee,
write that nominee's name in the space below.)
______________________________________________________________________
______________________________________________________________________
[ ] CUMULATE votes among the nominees
(INSTRUCTION: To cumulate your votes for any individual nominee(s) set
forth above, write the name(s) of the nominee(s) in the space below and
indicate the number of votes you want to cast for such person(s). The
total number of votes cast among the nominee(s) should equal your number
of shares multiplied by 8 as described in the Proxy Statement.)
______________________________________________________________________
______________________________________________________________________
2. PROPOSAL TWO: APPOINTMENT OF S. B. HOOVER AND COMPANY,
L.L.P. AS INDEPENDENT PUBLIC ACCOUNTANTS
[] FOR [] AGAINST [] ABSTAIN
- Over -
<PAGE>
3. PROPOSAL THREE: AMENDMENT TO THE ARTICLES OF INCORPORATION TO
CREATE STAGGERED TERMS FOR THE BOARD OF
DIRECTORS
[] FOR [] AGAINST [] ABSTAIN
IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH
OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE ANNUAL MEETING.
Please complete, date and sign the proxy and return it as soon as
possible in the enclosed postage prepaid envelope. The proxy must be
signed exactly as the name or names appear on the label attached to
this proxy. If signing as a trustee, executor, etc., please so
indicate.
Date signed: ________________________________
___________________________________________
___________________________________________
Signature(s)
<PAGE>
EXHIBIT 99
Commencing with the election of directors at the annual meeting of
shareholders in 1998, the directors shall be divided into three Classes,
A, B, and C, as nearly equal in number as possible, following such
procedure as shall be established by the Board of Directors. The initial
term of office for directors in Class A shall expire at the annual
meeting of shareholders in 1999; the initial term of office for directors
in Class B shall expire at the annual meeting of shareholders in 2000;
and the initial term of office for directors in Class C shall expire at
the annual meeting of shareholders in 2001. As the initial term of
office for each Class of directors expires in accordance with the
schedule previously described, successive elections for directors for
each Class shall be held at the corresponding annual shareholder meeting
and, thereafter, upon successive three-year intervals; it is the intent
of this paragraph to establish staggered three-year terms of office for
three distinct classes of directors A, B, and C. However, any director
named between any annual meeting of shareholders shall be for the term
ending with the next annual meeting of shareholders. If the number of
directors fixed by the bylaws increases or decreases, all Classes of
directors shall be increased or decreased as equally as possible.
