SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------------
FORM 8 - A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO
SECTION 12(b) or (g) of the SECURITIES ACT OF 1934
Peoples Bancorporation, Inc.
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
South Carolina 57-0951843
- --------------------------------------------------------------------------------
(State of incorporation or organization) (I.R.S. Employer Identification No.)
1800 East Main Street
Easley, South Carolina 29640
- ----------------------------------------- -----------------------------------
(Address of principal executive offices) (Zip Code)
If this form relates to the registration of a class of securities
pursuant to Section 12(b) of the Exchange Act and is effective pursuant to
General Instruction A.(c), check the following box. [ ]
If this form relates to the registration of a class of securities
pursuant to Section 12(g) of the Exchange Act and is effective pursuant to
General Instruction A.(d), check the following box. [x]
Securities Act registration statement file number to which this form
relates:
N/A
------------------- (if applicable)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
------------------- ------------------------------
None
Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock
- --------------------------------------------------------------------------------
(Title of Class)
<PAGE>
Item 1. Description of Registrant's Securities to be Registered
The class of securities registered hereunder is the
Registrant's Common Stock, par value $1.67 per share (the
"Common Stock"). All shares of Common Stock are entitled to
share equally in such dividends as the Board of Directors may
declare on the Common Stock from sources legally available
therefor. Each share of Common Stock has the same voting
rights, privileges and preferences. Each share is entitled to
one vote on any issue requiring a vote at any meeting.
Shareholders do not have preemptive rights to subscribe for
additional shares. A majority of the outstanding shares of
Common Stock constitute a quorum for the transaction of
business at any meeting of shareholders. Cumulative voting is
permitted for the election of directors. Where there are more
nominees for directors than positions to be filled, the
nominees with the greatest number of votes are elected. On all
other matters of general business, if the number of shares
voted for a proposition exceeds the number of shares voted
against the proposition, the proposition is adopted if a
quorum is present unless the South Carolina Business
Corporation Act or the Registrant's articles of Incorporation
require a different vote for such matter.
The Registrant's Board of Directors is divided into three
classes, which shall be as equal in number as possible. Each
director serves for three years or until his or her successor
is elected and qualifies to serve.
The Registrant's Articles of Incorporation provide that, in
addition to a two-thirds vote typically required by South
Carolina corporate law to effect a corporate action with prior
stockholder approval, the Registrant may not effect a merger
or consolidation, sale or other disposition of all or
substantially all of its assets or dispose of by any means all
or substantially all of the stock or assets of any subsidiary
of the Registrant (collectively referred to as a "Business
Combination") if the transaction involves a ten percent
beneficial stockholder ("Major Stockholder") unless one of
four additional requirements is met: (1) the Business
Combination is approved by a majority of the Board of
Directors of the Registrant prior to the Major Stockholder
becoming a Major Stockholder; (2) the Major Stockholder
obtains the unanimous prior approval of the Board of Directors
of the Registrant to become a Major Stockholder and the
Business Combination is approved by a majority of the
Directors of the Registrant who were directors immediately
prior to the time that the Major Stockholder became a Major
Stockholder ("Continuing Directors") and by a majority of the
Continuing Directors; (3) the Business Combination is approved
by the Board of Directors, including at least 80% of the
Continuing Directors of the Registrant; or (4) the Business
Combination is approved by at least 80% of the outstanding
voting stock of the Registrant and by at least 80% of the
outstanding voting stock beneficially owned by stockholders
other than any Major Stockholder. The Registrant also may not
acquire all or substantially all of the assets or business of
a Major Stockholder, issue securities to a Major Stockholder,
acquire securities of a Major Stockholder, or effect certain
types of reclassification of voting stock or recapitalizations
which would have the effect of increasing the proportionate
amount of voting stock of the Registrant owned by a Major
Stockholder, unless approval of the transaction is obtained in
the manner described above. The Articles of Incorporation
provide that the provision may not be amended, changed or
repealed unless such amendment, change or repeal is approved
by at least 80% of the outstanding voting stock of the
Registrant and by at least 80% of the outstanding voting
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<PAGE>
stock beneficially owned by stockholders other than any Major
Stockholder.
The foregoing is merely a summary of certain provisions of the
Articles of Incorporation and is qualified in its entirety by
reference thereto.
Item 2. Exhibits
1. Articles of Incorporation
2. Bylaws
2
<PAGE>
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the Registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereunto duly authorized.
Peoples Bancorporation, Inc.
By: s/Robert E. Dye
-------------------------------
Robert E. Dye
President and Chief Executive
Officer
Date: April 23, 1998
3
<PAGE>
EXHIBIT INDEX
Exhibit No. Description
3.1 Articles of Incorporation of Registrant
3.2 Bylaws of Registrant
- ------------------------ EXHIBIT 3.1
| |
| Jim Miles |
| SECRETARY OF STATE |
| FILED |
| MARCH 06 1992 |
- ------------------------
STATE OF SOUTH CAROLINA
SECRETARY OF STATE
ARTICLES OF INCORPORATION
OF
PEOPLES BANCORPORATION, INC.
I, the undersigned natural person having capacity to contract and
acting as an incorporator of a Corporation (hereinafter called the
"Corporation") under the South Carolina Business Corporation Act, do hereby
adopt the following Articles of Incorporation for the Corporation:
ARTICLE ONE: NAME
The name of the Corporation is Peoples Bancorporation, Inc.
ARTICLE TWO: INITIAL OFFICE AND AGENT
The initial registered office of the Corporation is located at 1800 East
Main Street, City of Easley, County of Pickens, and the State of South Carolina,
and the agent at such address is Robert E. Dye.
ARTICLE THREE: Duration
The Corporation's period of duration is perpetual.
ARTICLE FOUR: STOCK
The Corporation is authorized to issue one class of shares to be designated
"common." The total number of shares which the Corporation is authorized to
issue is 1,000,000 shares, and the par value of each such share is $3.33. The
total authorized capital stock is $3,330,000.
ARTICLE FIVE: INITIAL DIRECTORS
Section A. The number of directors of the Corporation shall be fixed and
may be altered from time to time as provided in the bylaws.
Section B. The Board of Directors shall be divided into three classes,
Class I, Class II and Class III, which shall be as nearly equal in number as
possible. Each director shall serve for a term ending on the date of the third
annual meeting following the annual meeting at which such director was elected.
Section C. In the event of any increase or decrease in the authorized
number of directors (i) each director then serving as such shall nevertheless
continue as a director of the class of which he is a member until the expiration
of his current term, or his prior death, retirement, resignation or removal, and
(ii) the newly created or eliminated directorships resulting from such an
increase or decrease shall be apportioned by the Board of Directors among the
three classes of directors as to maintain such classes as nearly equal as
possible.
<PAGE>
Section D. Notwithstanding any of the foregoing provisions of this Article,
each director shall serve until his successor is elected and qualified or until
his death, retirement, resignation or removal for cause. Should a vacancy occur
or be created, whether arising through death, resignation or removal for cause
of a director or through an increase in the number of directors in any class,
each vacancy shall be filled by a majority vote of the remaining directors. A
director so elected to fill a vacancy shall serve until the next election of the
class for which such director shall have been chosen, and until his successor
has been duly elected and qualified.
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<PAGE>
Section E. The initial directors are:
Garnet A. Barnes R. Riggie Ridgeway
105 Cranberry Way 401 Four Lakes Drive
Easley, SC 29642 Easley, SC 29642
William A. Carr Nell W. Smith
513 Asbury Circle 104 Laurel Road
Easley, SC 29640 Easley, SC 29642
Robert E. Dye A.J. Thompson, Jr.
200 McAlister Lake Drive 112 Mountain Ridge Trail
Easley, SC 29642 Easley, SC 29640
W. Rutledge Galloway Joe A. Young
111 Country Lakes Road 5501 Calhoun Memorial Hwy.
Easley, SC 29642 Easley, SC 29642
George B. Nalley, Jr.
1919 East Main Street
Easley, SC 29640
The initial directors will serve until the first annual meeting of stockholders
of the Corporation. At the first annual meeting of stockholders, directors will
be elected to classified terms.
ARTICLE SIX: PURPOSE
The purpose or purposes for which the Corporation is organized are:
(a) To act as a bank holding company;
(b) To transact any and all lawful business for which corporations may
be incorporated under the South Business Corporation Act;
(c) To do each and every thing necessary, suitable, or proper for the
accomplishment of any of the purposes or for the attainment of any one or
more of the objects herein enumerated or which at any time appear conducive
to or expedient for the protection or benefit of the Corporation.
The foregoing clauses shall be construed as powers as well as objects and
purposes, and the matter expressed in each clause shall, unless herein otherwise
expressly provided, be in nowise limited by reference to or inference from the
terms of any other clause, but shall be regarded as independent objects,
purposes and powers, and shall not be construed to limit or restrict in any
manner the meaning of the general term of the general powers of the Corporation.
ARTICLE SEVEN: PREEMPTIVE RIGHTS DENIED
No holder of shares of any class of the Corporation shall have preemptive
rights to subscribe for or acquire additional shares of the Corporation of the
same or any other class, whether such shares shall be hereby or hereafter
authorized, and no holder of shares of any class of the Corporation shall have
any right to acquire any shares which may be held in the treasury of the
Corporation; all such additional or treasury shares my be issued for such
consideration, at such time, and to such person or persons as the Board of
Directors of the Corporation may from time to time determine.
3
<PAGE>
ARTICLE EIGHT: VOTING
Except where otherwise provided in these Articles of Incorporation or the bylaws
of the Corporation, the holders of the common shares shall have the exclusive
voting rights and powers, including the exclusive right to notice of
stockholders' meetings.
ARTICLE NINE: ADOPTION OF BYLAWS
The Board of Directors of the Corporation shall adopt the initial bylaws of
the Corporation and may thereafter alter, amend, or repeal the bylaws of the
Corporation or may adopt new bylaws, subject to the stockholders' concurrent
right to alter, amend, or repeal the bylaws or to adopt new bylaws and to the
express provisions of the bylaws. The stockholders may provide that any or all
bylaws altered, amended, repealed, or adopted by the stockholders shall not be
altered, amended, re-enacted, or repealed by the Board of Directors of the
Corporation.
ARTICLE TEN: AUTHORITY TO BORROW
The Board of Directors is expressly authorized, without the consent of the
stockholders, except so far as such consent is herein or by law provided, to
issue and sell or otherwise dispose of, for any purpose, the Corporation's
bonds, debentures, notes or other securities or obligations, upon such terms and
for such consideration as the Board of Directors shall deem advisable, and
specifically may issue bonds or debentures convertible into shares of any class
of stock, including common stock, of the Corporation within such period and upon
such conditions as shall be fixed by the Board of Directors, and to authorize
and cause to be executed mortgages, pledges, charges and liens upon all or part
of the real and personal property rights, interest and franchise of the
Corporation, including contract rights, whether at the time owned or thereafter
acquired.
ARTICLE ELEVEN: CERTAIN BUSINESS COMBINATIONS
Section A. For the purposes of this Article:
(1) The term "beneficial owner" and correlative terms shall the meaning as
set forth in Rule 13d-3 under the Securities Exchange Act of 1934, as amended,
or any similar successor Rule. Without limitation and in addition to the
foregoing, any shares of Voting Stock of this Corporation which any Major
Stockholder has the right to vote or to acquire (i) pursuant to any agreement,
(ii) by reason of tenders of shares by stockholders of the corporation in
connection with or pursuant to a tender offer made by such Major Stockholder
(whether or not any tenders have been accepted, but excluding tenders which have
been rejected), or upon the exercise of conversion rights, warrants, options or
otherwise, shall be deemed "beneficially owned" by such Major Stockholders.
(2) The term "Business Combination" shall mean:
(a) any merger or consolidation (whether in a single transaction or a
series of related transactions, including a series of separate transactions
with a Major Stockholder, any Affiliate or Associate thereof or any Person
acting in concert therewith) of this Corporation or any Subsidiary with
into a Major Stockholder or of a Major Stockholder into this Corporation or
Subsidiary;
(b) any sale, lease, exchange, transfer, distribution to stockholders
or other disposition, including without limitation, a mortgage, pledge or
any other security devise, to or with a Major Stockholder by the
Corporation or any of its Subsidiaries (in a single
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<PAGE>
transaction or a series of related transactions) of all, substantially all
or any Substantial Part of the assets of this Corporation or a Subsidiary
(including, without limitation, any securities of a Subsidiary);
(c) the purchase, exchange, lease or other acquisition by the
Corporation or any of its Subsidiaries (in a single transaction or a series
of related transactions) of all, substantially all or any Substantial Part
of the assets or business of a Major Stockholder;
(d) the issuance of any securities, or of any rights, warrants or
options to acquire any securities, of this Corporation or a Subsidiary to a
Major Stockholder or the acquisition by this Corporation or a Subsidiary of
any securities, or of any rights, warrants or options to acquire any
securities, or a Major Stockholder;
(e) any reclassification of Voting Stock, recapitalization or other
transaction (other than a redemption in accordance with the terms of the
security redeemed) which has the effect, directly or indirectly, of
increasing the proportionate amount of Voting Stock of the Corporation or
any Subsidiary thereof which is beneficially owned by a Major Stockholder,
or any partial or complete liquidation, spin off, split off or split up of
the Corporation or any Subsidiary thereof; provided, however, that this
Section A (2) (e) shall not relate to any transaction of the types
specified herein that has been approved by a majority of the Continuing
Directors; and
(f) any agreement, contract or other arrangement providing for any of
the transactions described herein.
(3) The term "Continuing Director" shall mean (i) a person who was a member
of the Board of Directors of this Corporation immediately prior to the time that
any then existing Major Stockholder became a Major Stockholder or (ii) a person
designated (before initially becoming a director) as a Continuing Director by a
majority of the then Continuing Directors. All references to a vote of the
Continuing Directors shall mean a vote of the total number of Continuing
Directors of the Corporation.
(4) The term "Major Stockholder" shall mean any Person which, together with
its "Affiliates" and "Associates" (as defined in Rule 12b-2 of the Securities
Exchange Act of 1934, as amended, or any similar successor Rule) and any Person
acting in concert therewith, is the beneficial owner of 10% or more of the votes
held by the holders of the outstanding shares of the Voting Stock of this
Corporation, and any Affiliate or Associate of a Major Stockholder, including a
Person acting in concert therewith. The term "Major Stockholder" shall not
include a Subsidiary of this Corporation.
(5) The term "Person" shall mean any individual, corporation, partnership
or other person, group or entity (other than the Corporation, any Subsidiary of
the Corporation or a trustee holding stock for the benefit of employees of the
Corporation or its subsidiaries or any of them, pursuant to one or more employee
benefit plans or arrangements. When two or more Persons act as a partnership,
limited partnership, syndicate, association or other group for the purpose of
acquiring, holding or disposing of shares of stock, such partnerships,
syndicate, association or group will be deemed a "Person".
(6) The term "Subsidiary" shall mean any business entity 50% or more of
which is beneficially owned by the Corporation.
(7) The term "Substantial Part" as used in reference to the assets of the
Corporation, of any Subsidiary or of any Major Stockholder means assets having a
value of more than 5% of the total consolidated assets of the Corporation and
5
<PAGE>
its Subsidiaries as of the end of the Corporation's most recent fiscal year
ending prior to the time the determination is made.
(8) The term "Voting Stock" shall mean stock or other securities entitled
to vote upon any action to be taken in connection with any Business Combination
or entitled to vote generally in the election of directors, including stock or
other securities convertible into Voting Stock.
Section B. Notwithstanding any other provisions of these Articles of
Incorporation and except as set forth in Section C. of this Article Eleven,
neither the Corporation nor any Subsidiary shall be party to a Business
Combination unless:
(1) The Business Combination was approved by the Board of the Corporation
prior to the Major Stockholder involved in the Business Combination becoming
such; or
(2) The Major Stockholder involved in the Business Combination sought and
obtained the unanimous prior approval of Board of Directors to become a Major
Stockholder and the Business Combination was approved by a majority of the
Continuing Directors; or
(3) The Business Combination was approved by at least 80% of the Continuing
Directors of the Corporation; or
(4) The Business Combination was approved by at least an 80% vote of the
outstanding Voting Stock of this Corporation and by at least an 80% vote of the
outstanding Voting Stock beneficially owned by stockholders other than any Major
Stockholder.
Section C. During the time a Major Stockholder exists, a resolution to
voluntarily dissolve the Corporation shall be adopted only if: (1) such
resolution is approved by at least 80% of the Continuing Directors of the
Corporation; or (2) such resolution is approved by at least 80% of the
outstanding Voting Stock of this Corporation and by at least 80% of the
outstanding Voting Stock beneficially owned by stockholders other than any Major
Stockholder.
Section D. As to any particular transaction, the Continuing Directors shall
have the power and duty to determine, on the basis of information known to them:
(1) The amount of Voting Stock beneficially held by any Person;
(2) Whether a Person is an Affiliate or Associate of another;
(3) Whether a Person is acting in concert with another;
(4) Whether the assets subject to any Business combination constitute a
"Substantial Part" as herein defined;
(5) Whether a proposed transaction is subject to the provisions of this
Article; and
(6) Such other matters with respect to which a determination is required
under this Article.
Any such determination shall be conclusive and binding for all purposes of this
Article.
Section E. The affirmative vote required by this Article is addition to the
vote of the holders of any class or series of stock of the Corporation otherwise
required by law, these Articles of Incorporation, any resolution which
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<PAGE>
has been adopted by the Board of Directors providing for the issuance of a class
or series stock or any agreement between the Corporation and any national
securities exchange.
Section F. Any amendment, change or repeal of this Article or any other
amendment of these Articles of Incorporation which would have the effect of
modifying or permitting circumvention of the provisions of this Article shall
require approval by at least 80% of the outstanding Voting Stock of the
Corporation and at least 80% of the outstanding Voting Stock beneficially owned
by stockholders other than any Major Stockholder.
ARTICLE TWELVE: INDEMNIFICATION
The Corporation shall indemnify any person who (i) is or was a director,
officer, employee, or agent of the Corporation or (ii) while a director,
officer, employee, or agent of the Corporation, is or was serving at the request
of the corporation as a director, officer, partner, venturer, proprietor,
trustee, employee, agent, or similar functionary of another foreign or domestic
corporation, partnership, joint venture, sole proprietorship, trust, employee
benefit plan, or other enterprise, to the fullest extent that a corporation may
or is required to grant indemnification to a director under the South Carolina
Business Corporation Act. The Corporation may indemnify any person to such
further extent as permitted by law.
ARTICLE THIRTEEN: LIMITATION OF LIABILITY
No director of the Corporation shall be personally liable to the
Corporation or its shareholders for monetary damages for breach of fiduciary
duty as a director; provided, however, that to the extent required by applicable
law, this Article shall not eliminate or limit the liability of a director (i)
for the breach of the director's duty of loyalty to the Corporation or its
shareholder, (ii) for acts or omissions not in good faith or which involve gross
negligence, intentional misconduct or a knowing violation of law, (iii) imposed
under Section 33-8-330 of the South Carolina Business Corporation Act or (iv)
for any transaction from which the director derives an improper personal
benefit. If applicable law is amended to authorize corporate action further
eliminating or limiting liability of directors, then the liability of each
director of the Corporation shall be eliminated or limited to the fullest extent
permitted by applicable law, as amended. Neither the amendment or repeal of this
Article, nor the adoption of any provision of these Articles of Incorporation
inconsistent with this Article shall eliminate or reduce the effect of this
Article in respect of any acts or omissions occurring prior to such amendment,
repeal or adoption of an inconsistent provision.
ARTICLE FOURTEEN: INCORPORATOR
The name and address of the incorporator is:
NAME ADDRESS
Robert E. Dye 200 McAlister Lake Drive
Easley, South Carolina 29642
2/21/92 s/Robert E. Dye
Date: ----------------- ----------------------------
Robert E. Dye
7
<PAGE>
STATE OF SOUTH CAROLINA )
)
COUNTY OF PICKENS )
The undersigned, Robert E. Dye, does hereby certify that he is the
incorporator of Peoples Bancorporation, Inc., and is authorized to execute this
verification; that he does hereby further certify that he has read the foregoing
document, understands the meaning and purport of the statements therein
contained and the same are true to the best of his information and belief.
2/21/92 s/Robert E. Dye
Date:------------- -------------------------
Robert E. Dye
<PAGE>
CERTIFICATE OF ATTORNEY
I, Ronnie L. Smith, an Attorney licensed to practice in the State of
South Carolina, certify that the Corporation, to whose articles of incorporation
this certificate is attached, has complied with the requirements of Chapter 2 of
Title 33 of the South Carolina Code of 1976, relating to the organization of
corporations, and that in my opinion, the Corporation is organized for a lawful
purpose.
2/27/92 s/Ronnie L. Smith
Date: --------------- --------------------------
Ronnie L. Smith
Address:
6016 Calhoun Memorial Highway
Easley, South Carolina 29460
<PAGE>
-------------------
| Jim Miles
|SECRETARY OF STATE |
| FILED
| JUN 2, 1995 |
-------------------
ARTICLES OF AMENDMENT
OF
PEOPLES BANCORPORATION, INC.
I.
The name of the Corporation is Peoples Bancorporation, Inc.
II.
The Articles of Incorporation shall be amended by deleting Article Four
thereof in its entirety and substituting the following in lieu of Article Four:
"ARTICLE FOUR: STOCK
The Corporation is authorized to issue one class of shares to be
designated "common." The total number of shares which the Corporation
is authorized to issue is 5,000,000 shares, and the par value of each
such share is $3.33. The total authorized capital stock is
$16,650,000."
III.
The amendment set forth in Article II of these Articles of Amendment was
adopted by the Corporation's Board of Directors on March 13, 1995 and by the
Corporation's shareholders on April 24, 1995.
IV.
On April 24, 1995, the Corporation had 666,404 shares of common stock
outstanding and entitled to vote on the amendment. Of the 666,404 shares of
common stock outstanding and entitled to vote, 458,856 shares were represented
in person or by proxy at the April 24, 1995 meeting. The shareholders cast
449,575 votes in favor of the amendment and no votes were cast against the
amendment. The number of votes cast by the shareholders in favor of the
amendment was sufficient for its approval.
IN WITNESS WHEREOF, the Corporation has caused these Articles of Amendment
to be executed by Robert E. Dye, President and Chief Executive Officer of the
Corporation, on this 26th day of May, 1995.
PEOPLES BANCORPORATION, INC.
s/Robert E. Dye
By: --------------------------------
Robert E. Dye
President and Chief Executive Officer
<PAGE>
-------------------
| Jim Miles |
|SECRETARY OF STATE |
| FILED |
| April 27, 1998 |
-------------------
STATE OF SOUTH CAROLINA
SECRETARY OF STATE
ARTICLES OF AMENDMENT
Pursuant to Section 33-10-106 of the 1976 South Carolina Code, as amended,
the undersigned corporation adopts the following Articles of Amendment to its
Articles of Incorporation:
1. The name of the corporation is Peoples Bancorporation, Inc.
2. On December 15, 1997, the corporation adopted the following Amendment(s) of
its Articles of Incorporation.
RESOLVED, that pursuant to a two-for-one split of the authorized shares of
the Corporation's common stock, the total number of authorized shares of
the Corporation's common stock shall be increased from 5,000,000 shares to
10,000,000 shares and the par value of each authorized share shall be
reduced from $3.33 per share to $1.67 per share.
3. The manner, if not set forth in the amendment, in which any exchange,
reclassification, or cancellation of issued shares provided for in the
Amendment shall be effected, is as follows: (if not applicable, insert "not
applicable" or "NA").
Shareholders of record on December 25, 1997 have been issued additional
stock certificates representing one additional share of the Corporation's
Common Stock for every one share currently held.
4. Complete either a or b, whichever is applicable.
a. Amendment(s) adopted by shareholder action.
At the date of adoption of the amendment, the number of outstanding
shares of each voting group entitled to vote separately on the
Amendment, and the vote of such shares was:
Number of Number of Number of Number of
out- Votes Shares Undisputed*
Voting standing Entitled Represented Shares Voted
Group Shares to be Cast at the meeting For Against
b. [x] The amendment(s) was duly adopted by the Incorporators or board of
directors without shareholder approval pursuant to ss.33-6-102(d),
33-10-102 and 33-10-105 of the 1976 South Carolina Code as amended,
and shareholder action was not required.
5. Unless a delayed date is specified, the effective date of these Articles of
Amendments shall be the date of acceptance for filing by the Secretary of
State (See ss.33-1-230(b)) .
4/20/98 PEOPLES BANCORPORATION, INC.
DATE: --------------------- --------------------------------
(Name of Corporation)
s/Robert E. Dye, Sr.
By:-------------------------------------
(Signature)
Robert E. Dye, Sr.
Chief Executive Officer
(Type or Print Name and Office)
<PAGE>
*NOTE: Pursuant to Section 33-10-106(6)(i), the corporation can
alternatively state the total number of votes cast for and against
the amendment by each voting group entitled to vote separately on
the amendment or the total number of undisputed votes cast for the
amendment by each voting group together with a statement that the
number cast for the amendment by each voting group was sufficient
for approval by that voting group.
2
EXHIBIT 3.2
BYLAWS
OF
PEOPLES BANCORPORATION, INC.
A South Carolina Corporation
ARTICLE ONE: OFFICES
1.01 Registered Office and Agent. The registered office and registered
agent of Peoples Bancorporation, Inc. (the "Corporation") shall be as designated
from time to time by the appropriate filing by the Corporation in the office of
the Secretary of State of South Carolina.
1.02 Other Offices. The Corporation may also have offices at such other
places, both within and without the State of South Carolina, as the board of
directors may from time to time determine or the business of the Corporation may
require.
ARTICLE TWO: SHAREHOLDERS
2.01 Annual Meetings. An annual meeting of shareholders of the Corporation
shall be held during each calendar year on such date and time as shall be
designated from time to time by the Board of Directors and stated in the notice
of the meeting. At such meeting, the shareholders shall elect directors and
transact such other business as may properly be brought before the meeting.
2.02 Special Meetings. A special meeting of the shareholders may be called
at any time by the president, the chairman of the board of directors, a majority
of the board of directors, or the holders of not less than ten percent (10%) of
all shares entitled to vote at such meeting. Only such business shall be
transacted at a special meeting as may be stated or indicated in the notice of
such meeting.
2.03 Place of Meetings. All annual and special meetings of shareholders
shall be held at the registered office of the Corporation unless another place
of meeting is approved by the president and the board of directors and such
other place of meeting is designated in the notice of meeting.
2.04 Notice. Written or printed notice stating the place, day, and hour of
each meeting of shareholders, and, in case of a special meeting, the purpose or
purposes for which the meeting is called, shall be delivered not less than ten
(10) nor more than sixty (60) days before the date of the meeting, either
personally or by mail, by or at the direction of the president, the chairman of
the board of directors, the secretary , or the person calling the meeting, to
each shareholder of record entitled to vote at such meeting.
2.05 Quorum. The holders of a majority of the outstanding shares entitled
to vote, present in person or represented by proxy, shall constitute a quorum at
any meeting of shareholders, except as otherwise provided by law, the articles
of incorporation, or these bylaws.
2.06 Majority Vote; Withdrawal of Quorum. If a quorum is present in person
or represented by proxy at any meeting, the vote of the holders of a majority of
the outstanding shares entitled to vote, present in person or represented by
proxy, shall decide any question brought before such meeting, unless the
question is one on which, by express provision of law, the articles of
incorporation, or these bylaws, a different vote is required, in which event
such express provision shall govern and control the decision of such question.
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2.07 Method of Voting; Proxies. Every shareholders of record shall be
entitled at every meeting of shareholders to one vote on each matter submitted
to a vote, for every share standing in his name on the original stock transfer
books of the Corporation except to the extent that the voting rights of the
shares of any class or classes are limited or denied by the articles of
incorporation. Such books shall be prima facie evidence as to the identity of
shareholders entitled to vote. At any meeting of shareholders, every shareholder
having the right to vote may vote either in person or by a proxy executed in
writing by the shareholder or by his duly authorized attorney-in-fact. Each such
proxy shall be filed with the secretary of the Corporation
before or at the time of the meeting. No proxy shall be valid at any meeting of
shareholders other than the next meeting. Every proxy shall be dated as of its
execution and no proxy shall be undated or post-dated. Each proxy shall be
revocable unless otherwise made irrevocable by law.
2.08 Closing of Transfer Books; Record Date. For the purpose of determining
shareholders entitled to notice of or to vote at any meeting of shareholders or
any reconvening thereof or entitled to receive payment of any dividend or in
order to make a determination of shareholders for any other proper purpose, the
board of directors may provide that the stock transfer books of the Corporation
shall be closed for a stated period but not to exceed in any event fifty (50)
days. If the stock transfer books are closed for the purpose of determining
shareholders entitled to notice of or to vote at a meeting of shareholders, such
books shall be closed for at least ten (10) days immediately preceding such
meeting. In lieu of closing the stock transfer books, the board of directors may
fix in advance a date as the record date for any such determination of
shareholders, such date in any case to be not more than seventy (70) days and,
in case of a meeting of shareholders, not less than ten (10) days prior to the
date on which the
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particular action requiring such determination of shareholders is to be taken.
If the stock transfer books are not closed and if no record date is fixed for
the determination of shareholders entitled to notice of or to vote at a meeting
of shareholders or entitled to receive payment of a dividend, the date on which
the resolution of the board of directors declaring such action is adopted shall
be the record date for such determination of shareholders.
2.09 Presiding Officials at Meetings. Unless some other person or persons
are elected by a vote of a majority of the shares then entitled to vote at a
meeting of shareholders, the president shall preside at and the secretary shall
prepare minutes of each meeting of shareholders.
ARTICLE THREE: DIRECTORS
3.01 Management. The business and affairs of the Corporation shall be
managed by the board of directors, subject to the restrictions imposed by law,
the articles of incorporation, or these bylaws.
3.02 Number; Election; Term; Qualification. The number of directors which
shall constitute the board of directors shall be determined by resolution of the
board of directors at any meeting thereof or by the shareholders at any meeting
thereof, but shall never be less than nine. The board of directors shall be
divided into three classes, Class I, Class II and Class III, which shall be as
nearly equal in number as possible. Each director shall serve a term of three
years.
3.03 Removal. At any meeting of shareholders called expressly for that
purpose, any director or the entire board of directors may be removed, with or
without cause, by a vote of the holders of a majority of the shares then
entitled to vote on the election of directors. The term "cause" shall be limited
to fraudulent or dishonest acts, or gross abuse of authority in discharge of
duties to the Corporation and shall be established after written notice of
specific charges and opportunity to meet and refute such charges.
3.04 Vacancies; Increases in Number. Any vacancy occurring in the board of
directors (by death, resignation or removal for cause or through an increase in
the number of directors in any class, or otherwise) may be filled by the
shareholders or by the affirmative vote of a majority of the remaining
directors. A director elected to fill a vacancy shall be elected to serve until
the next election of the class for which such director shall have been chosen,
and until his successor has been duly elected and qualified.
3.05 First Meeting. Each newly elected board of directors may hold its
first meeting for the purpose of organization and the transaction of business,
if a quorum is present, immediately after and at the same place as the annual
meeting of shareholders, and no notice of such meeting shall be necessary.
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3.06 Regular Meetings. Regular meetings of the board of directors may be
held without notice at such times and places as may be designated from time to
time by resolution of the board of directors and communicated to all directors.
3.07 Special Meetings. A special meeting of the board of directors shall be
held whenever called by the chairman of the board of directors, by the
president, or by any two directors. The directors calling any special meeting
shall cause notice of such special meeting to be given to each director at least
twenty-four (24) hours before such special meeting. Neither the business to be
transacted at, nor the purpose of, any special meeting of the board of directors
need be specified in the notice or waiver of notice of any special meeting
unless the purpose is to vote upon adopting, amending or repealing the bylaws of
the Corporation. Special meetings shall be held at the registered office of the
Corporation unless another place for the meeting is approved by resolution of
the board of directors and such other place of meeting is designated in the
notice of meeting.
3.08 Quorum; Majority Vote. At all meetings of the board of directors, a
majority of the directors fixed in the manner provided in these bylaws shall
constitute a quorum for the transaction of business. If a quorum is not present
at a meeting, a majority of the directors present may adjourn the meeting from
time to time, without notice other than an announcement at the meeting, until a
quorum is present. The vote of a majority of the directors present at a meeting
at which a quorum is in attendance shall be the act of the board of directors,
unless the vote of a different number is required by the articles of
incorporation or these bylaws.
3.09 Procedure; Minutes. At meetings of the board of directors, business
shall be transacted in such order as the board of directors may determine from
time to time. The board of directors shall appoint at each meeting a person to
preside at the meeting and a person to act as secretary of the meeting. The
secretary of the meeting shall prepare minutes of the meeting which shall be
delivered to the secretary of the Corporation for placement in the minute books
of the Corporation.
3.10 Compensation. Directors, in their capacity as directors, may receive,
by resolution of the board of directors, a fixed sum and expenses of attendance,
if any, for attending meetings of the board of directors or a stated salary. No
director shall be precluded from serving the Corporation in any other capacity
or receiving compensation therefrom.
3.11 Amendment of the Article. The board of directors may not alter, amend
or repeal this article, or adopt any new provisions which would limit its
effect. The shareholders may alter, amend or repeal this article, or adopt any
new provisions which would limit its effect, only upon the approval of at least
80% of the outstanding voting shares of the Corporation.
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ARTICLE FOUR: COMMITTEES
4.01 Designation. The board of directors may by resolution adopted by a
majority of the entire board of directors designate executive and other
committees.
4.02 Number; Qualification; Term. Each committee shall consist of two or
more directors appointed by resolution adopted by a majority of the entire board
of directors. The number of committee members may be increased from time to time
by resolution adopted by a majority of the entire board of directors, but may
not be decreased to fewer than two members. Each committee member shall serve as
such until the expiration of his term as a director or his earlier resignation,
unless sooner removed as a committee member or as a director.
4.03 Authority. The executive committee, unless expressly restricted in the
resolution adopted by a majority of the entire board of directors establishing
the executive committee, shall have and may exercise all of the authority of the
board of directors in the management of the business and affairs of the
Corporation. Each other committee, to the extent expressly provided for in the
resolution adopted by a majority of the entire board of directors establishing
such committee, shall have and may exercise all of the authority of the board of
directors in the management of the business and affairs of the Corporation.
However, no committee shall have the authority of the board of directors in
reference to:
(a) amending the articles of incorporation;
(b) approving a plan of merger or consolidation or exchange;
(c) recommending to the shareholders the sale, lease, or exchange of
all or substantially all of the property and assets of the Corporation
otherwise than in the usual and regular course of its business;
(d) recommending to the shareholders a voluntary dissolution of the
Corporation or a revocation thereof;
(e) amending, altering, or repealing these bylaws or adopting new
bylaws;
(f) filling vacancies in or removing members of the board of directors
or any of its committees;
(g) electing or removing officers;
(h) declaring dividends or other corporate distributions;
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(i) altering or repealing any resolution of the board of directors
which by its terms provides that it shall not be amendable or repealable;
and
(j) authorizing or approving reacquisition of shares, except according
to a formula or method prescribed by the board of directors.
In the resolution adopted by a majority of the entire board of directors
establishing an executive or other committee, the board of directors may
expressly authorize such committee to authorize the issuance of shares of the
Corporation.
4.04 Committee Changes. The board of directors shall have the power at any
time to fill vacancies in, to change the membership of, and to discharge any
committee. However, a committee member may be removed by the board of directors
only if, in the judgment of the board of directors, the best interests of the
Corporation will be served thereby, but such removal shall be without prejudice
to the contract rights, if any, of the person so removed.
4.05 Regular Meetings. Regular meetings of any committee may be held
without notice at such times and places designated from time to time by
resolution of the and communicated to all committee members.
4.06 Special Meetings. A special meeting of any committee may be held
whenever called by any committee member at such time and place as such committee
member shall designate in the notice of such special meeting. The committee
member calling any special meeting shall cause notice of such special meeting to
be given to each committee member at least twelve (12) hours before such special
meeting. Neither the business to be transacted at, nor the purpose of, any
special meeting of any committee need be specified in the notice or waiver of
notice of any special meeting.
4.07 Quorum; Majority Vote. At all meetings of any committee, a majority of
the number of committee members designated by the board of directors shall
constitute a quorum for the transaction of business. If a quorum is not present
at a meeting of any committee, a majority of the committee members present may
adjourn the meeting from time to time, without notice other than an announcement
at the meeting, until a quorum is present. The vote of a majority of the
committee members present at any meeting at which a quorum is in attendance
shall be the act of a committee, unless the vote of a different number is
required by the articles of incorporation or these bylaws.
4.08 Minutes. Each committee shall cause minutes of its proceedings to be
prepared and shall report the same to the board of directors upon the request of
the board of directors. The minutes of the proceedings of each committee shall
be delivered to
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the secretary of the Corporation for placement in the minute books
of the Corporation.
4.09 Compensation. Committee members may, by resolution of the board of
directors, be allowed a fixed sum and expenses of attendance, if any, for
attending any committee meetings or a stated salary.
4.10 Responsibility. The designation of any committee and the delegation of
authority to it shall not operate to relieve the board of directors or any
director of any responsibility imposed upon it or such director by law.
ARTICLE FIVE: GENERAL PROVISIONS RELATING TO MEETINGS
5.01 Notice. Whenever by law, the article of incorporation, or these
bylaws, notice is required to be given to any shareholders, director, or
committee member and no provision is made as to how such notice shall be given,
it shall be construed to mean that notice may be given either (a) in person, (b)
in writing, by mail, (c) except in the case of a shareholder, by telegram,
telex, cable, telecopies, or similar means, or (d) by any other method permitted
by law. Any notice required or permitted to be given hereunder (other than
personal notice) shall be addressed to such shareholder, director, or committee
member at his address as it appears on the books of the Corporation or, in the
case of a shareholder, on the stock transfer records of the Corporation or at
such other place as such shareholder, director, or committee member is known to
be at the time notice is mailed or transmitted. Any notice required or permitted
to be given by mail shall be deemed to be delivered and given at the time when
the same is deposited in the United States mail, postage prepaid. Any notice
required or permitted to be given by telegram, telex, cable, telecopier, or
similar means shall be deemed to be delivered and given at the time transmitted.
5.02 Waiver of Notice. Whenever by law, the articles of incorporation, or
these bylaws, any notice is required to be given to any shareholder, director,
or committee member of the Corporation, a waiver thereof in writing signed by
the person or persons entitled to such notice, whether before or after the time
notice should have been given, shall be equivalent to the giving of such notice.
Attendance of a director at a meeting shall constitute a waiver of notice of
such meeting, except where a director attends a meeting for the purpose of
stating his objection, at the beginning of the meeting, to the transaction of
any business on the ground that the meeting is not lawfully called or convened.
5.03 Action Without Meeting. Any action which may be taken, or is required
by law, the articles of incorporation, or these bylaws to be taken, at a meeting
of shareholders, directors, or committee members may be taken without a meeting
if a consent in
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writing, setting forth the action so taken, shall be signed by all of the
shareholders, directors, or committee members, as the case may be, entitled to
vote with respect to the subject matter thereof, and such consent shall have the
same force and effect as a unanimous vote of such shareholders, directors, or
committee members, as the case may be, and may be stated as such in any document
filed with the Secretary of State of South Carolina or in any certificate or
other document delivered to any person. The consent may be in one or more
counterparts so long as each shareholder, director, or committee member signs
one of the counterparts. The signed consent shall be placed in the minute books
of the Corporation.
ARTICLE SIX: OFFICERS AND OTHER AGENTS
6.01 Number; Titles; Election; Term. The Corporation shall have a
president, one or more vice presidents (and, in the case of each vice president,
with such descriptive title, if any, as the board of directors shall determine),
a secretary, a treasurer, and such other officers and agents as the board of
directors may deem desirable. The board of directors shall elect a president,
vice president, treasurer and secretary at its first meeting at which a quorum
shall be present after the annual meeting of shareholders or whenever a vacancy
exists. The board of directors then, or from time to time, may also elect or
appoint one or more other officers or agents as it shall deem advisable. Each
officer and agent shall hold office for the term for which he is elected or
appointed and until his successor has been elected or appointed and qualified.
Unless otherwise provided in the resolution of the board of directors electing
or appointing an officer or agent, his term of office shall extend to and expire
at the meeting of the board of directors following the next annual meeting of
shareholders or, if earlier, at his death, resignation, or removal. Any two or
more offices may be held by the same person, except that the president and the
secretary shall not be the same person. No officer or agent need be a
shareholder, a director, a resident of the State of South Carolina, or a citizen
of the United States.
6.02 Removal. Any officer or agent elected or appointed by the board of
directors may be removed by the board of directors, only if, in the judgment of
the board of directors, the best interest of the Corporation will be served
thereby, but such removal shall be without prejudice to the contract rights, if
any, of the person so removed. Election or appointment of an officer or agent
shall not of itself create contract rights.
6.03 Vacancies. Any vacancy occurring in any office of the Corporation may
be filled by the board of directors.
6.04 Authority. Officers shall have such authority and perform such duties
in the management of the Corporation as are provided in these bylaws or as may
be determined by resolutions of the board of directors not inconsistent with
these bylaws.
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6.05 Compensation. The compensation, if any, of officers shall be fixed,
increased, or decreased from time to time by the board of directors; provided,
that the board of directors may by resolution delegate to any one or more
officers of the Corporation the authority to fix such compensation.
6.06 Chairman of the Board. The chairman of the board, if any, shall be an
officer of the Corporation and, subject to the direction of the board of
directors, shall perform such executive, supervisory, and management functions
and duties as may be assigned to him from time to time by the board of
directors.
6.07 President. The president shall be the chief executive officer of the
Corporation and, subject to the supervision of the board of directors, shall
have general management of the business and affairs of the Corporation in the
ordinary course of its business with all such powers with respect to such
business and affairs as may be reasonably incident to such responsibilities,
including, but not limited to, the power to employ, discharge, or suspend
employees and agents of the Corporation, to fix the compensation of the
employees and agents, and to suspend, with or without cause, any officer of the
Corporation pending final action by the board of directors with respect to
continued suspension, removal, or reinstatement of such officers. The president
shall see that all orders and resolutions of the board of directors are carried
into effect and shall perform such other duties and have such other authority
and powers as the board of directors may from time to time prescribe.
6.08 Vice Presidents. Each vice president shall have such powers and duties
as may be prescribed from time to time by the board of directors or as may be
delegated from time to time by the president and (in the order as designated by
the board of directors, or in the absence of such designation, as determined by
the length of time each has held the office of vice president continuously)
shall exercise the powers of the president during that officer's absence or
inability to act.
6.09 Treasurer. The treasurer shall have custody of the Corporation's funds
and securities, shall keep full and accurate accounts of receipts and
disbursements, and shall deposit all moneys and valuable effects in the name and
to the credit of the Corporation in such depository or depositories as may be
designated by the board of directors The treasurer shall audit all payrolls and
vouchers of the Corporation, receive, audit, and consolidate all operating and
financial statements of the Corporation and its various departments, shall
supervise the accounting and auditing practices of the Corporation, and shall
have charge of matters relating to taxation. Additionally, the treasurer shall
have the power to endorse for deposit, collection or otherwise all checks,
drafts, notes, bills of exchange, and other commercial paper payable to the
Corporation and to give proper receipts and discharges for all payments to the
Corporation. The treasurer
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shall perform such other duties as may be prescribed from time to time by the
board of directors or as may be delegated from time to time by the president.
6.10 Assistant Treasurers. Each assistant treasurer shall perform such
duties as may be prescribed from time to time by the board of directors or as
may be delegated from time to time by the president. The assistant treasurers
(in the order as designated by the board of directors or, in the absence of such
designation, as determined by the length of time each has held the office of
assistant treasurer continuously) shall exercise the powers of the treasurer
during that officer's absence or inability to act.
6.11 Secretary. The secretary shall maintain minutes of all meetings of the
board of directors, of any committee, and of the shareholders or consents in
lieu of such minutes in the Corporation's minute books, and shall cause notice
of such meetings to be given when requested by any person authorized to call
such meetings. The secretary may sign with the president, in the name of the
Corporation, all contracts of the Corporation and affix the seal of the
Corporation thereto. The secretary shall have charge of the certificate books,
stock transfer books, and stock papers as the board of directors may direct, all
of which shall at all reasonable times be open to inspection by any director at
the office of the Corporation during business hours. The secretary shall perform
such other duties as may be prescribed from time to time by the board of
directors or as may be delegated from time to time by the president.
6.12 Assistant Secretaries. Each assistant secretary shall perform such
duties as may be prescribed from time to time by the board of directors or as
may be delegated from time to time by the president. The assistant secretaries
(in the order designated by the board of directors or, in the absence of such
designation, as determined by the length of time each has held the office of
assistant secretary continuously) shall exercise the powers of the secretary
during that officer's absence or inability to act.
ARTICLE SEVEN: CERTIFICATES AND SHAREHOLDERS
7.01 Certificates for Shares. The certificates for shares of stock of the
Corporation shall be in such form as shall be approved by the board of directors
in conformity with law. The certificates shall be consecutively numbered, shall
be entered as they are issued in the books of the Corporation or in the records
of the Corporation's designated transfer agent, if any, and shall state the
shareholder's name, the number of shares, and such other matters as may be
required by law. The certificates shall be signed by the president or any vice
president and also by the secretary or any assistant secretary, and may be
sealed with the seal of the Corporation or a facsimile thereof. If any
certificate is countersigned by a transfer agent or registered by a registrar,
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either of which is other than the Corporation itself or an employee of the
Corporation, the signatures of the foregoing officers may be a facsimile.
7.02 Lost, Stolen, or Destroyed Certificates. A shareholder whose
certificate has been lost or destroyed may replace it in accordance with
provisions of the Uniform Commercial Code in effect in this State. When a
certificate has been lost, destroyed, or stolen, and the shareholder of records
fails to notify the Corporation within a reasonable time after he has notice of
it, and the Corporation registered a transfer of the shares represented by the
certificate before receiving such notification, the shareholder of record is
precluded from making any claim against the Corporation for the transfer or for
a new certificate.
7.03 Transfer of Shares. Shares of stock of the Corporation shall be
transferable only on the books of the Corporation by the shareholders thereof in
person or by their duly authorized attorneys or legal representatives. Upon
surrender to the Corporation or the transfer agent of the Corporation of a
certificate representing shares duly endorsed or accompanied by proper evidence
of succession, assignment, or authority to transfer, the Corporation or its
transfer agent shall issue a new certificate to the person entitled thereto,
cancel the old certificate, and record the transaction upon its books.
7.04 Registered Shareholders. The Corporation shall be entitled to treat
the shareholder of record as the shareholder in fact of any shares and,
accordingly, shall not be bound to recognize any equitable or other claim to or
interest in such shares on the part of any person, whether or not it shall have
actual or other notice thereof, except as otherwise provided by law.
ARTICLE EIGHT: MISCELLANEOUS PROVISIONS
8.01 Dividends. Subject to provisions of the statutes and the articles of
incorporation, dividends may be declared by the board of directors at any
meeting and may be paid in cash, in property, or in shares of stock of the
Corporation. Such declaration and payment shall be at the discretion of the
board of directors.
8.02 Books and Records. The Corporation shall keep correct and complete
books and records of account, shall keep minutes of the proceedings of its
shareholders, board of directors, and any committee, and shall keep at its
registered office or principal place of business, or at the office of its
transfer agent or registrar, a record of its shareholders, giving the names and
addresses of all shareholders and the number and class of the shares held by
each shareholder.
8.03 Fiscal Year. The fiscal year of the Corporation shall be
fixed by the board of directors; provided, that if such fiscal year
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is not fixed by the board of directors it shall be the calendar
year.
8.04 Seal. The seal, if any, of the Corporation shall be in such form as
may be approved from time to time by the board of directors.
8.05 Resignation. A director, committee member, officer, or agent may
resign by so stating at any meeting of the board of directors or by giving
written notice to the board of directors, the president, or the secretary. Such
resignation shall be effective upon its receipt by the Corporation or at a
subsequent time specified in the notice of resignation. Unless it specifies
otherwise, a resignation is effective without being accepted.
8.06 Securities of Other Corporations. The president or any vice president
of the Corporation shall have the power and authority, subject to any expressed
instructions by the board of directors, to transfer, endorse for transfer, vote,
consent, or take any other action with respect to any securities of another
issuer which may be held or owned by the Corporation and to make, execute, and
deliver any waiver, proxy, or consent with respect to any such securities.
8.07 Amendment. The power and authority to alter, amend, or repeal these
bylaws or to adopt new bylaws are concurrently vested in the board of directors
and the shareholders, subject to the right of the shareholders to repeal the
authority of the board of directors to alter, amend, or repeal these bylaws or
to adopt new bylaws.
8.08 Invalid Provisions. If any part of these bylaws shall be held invalid
or inoperative for any reason, the remaining parts, so far as it is possible and
reasonable, shall remain valid and operative.
8.09 Headings. The headings used in these bylaws are for convenience only
and do not constitute matter to be construed in the interpretation of these
bylaws.
The undersigned, the secretary of the Corporation, hereby certifies that
the foregoing bylaws were adopted by the board of directors of the Corporation
as of the 9th day of March, 1992.
Joe A. Young, Secretary
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