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EXHIBIT 3(A)
RESTATED BY-LAWS OF SOUTHTRUST CORPORATION
ARTICLE I
OFFICES
SECTION 1. The registered office shall be in the City of
Wilmington, County of New Castle, State of Delaware.
SECTION 2. The corporation may also have offices at such other
places both within and without the State of Delaware as the board of directors
may from time to time determine or the business of the corporation may require.
ARTICLE II
MEETINGS OF STOCKHOLDERS
SECTION 1. All meetings of the stockholders for the election
of directors shall be held in the City of Birmingham, State of Alabama, at such
place as may be fixed from time to time by the Board of Directors, or at such
other place either within or without the State of Delaware as shall be
designated from time to time by the board of directors, or at such other place
either within or without the State of Delaware as shall be designated from time
to time by the Board of Directors and stated in the notice of the meeting.
Meetings of stockholders for any other purpose may be held at such time and
place, within or without the State of Delaware, as shall be stated in the notice
of the meeting or in a duly executed waiver of notice thereof. The Chairman of
the Board of Directors of the corporation shall preside as Chairman of the
meeting and the Secretary of the corporation shall act as Secretary of the
meeting of all meetings of stockholders.
SECTION 2. Annual meetings of stockholders shall be held on
the third Wednesday of April if not a legal holiday, and if a legal holiday,
then on the next secular day following, at 12:00 Noon, or at such other 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 which they shall elect by a plurality
vote those members of the Board of Directors to be elected at such meeting, and
transact such other business as may properly be brought before the meeting.
SECTION 3. Written notice of the annual meeting stating the
place, date and hour of the meeting shall be given to each stockholder entitled
to vote at such meeting not less than ten nor more than fifty days before the
date of the meeting.
SECTION 4. The officer who has charge of the stock ledger of
the corporation shall prepare and make, at least ten days before every meeting
of stockholders, a complete list of the stockholders entitled to vote at such
meeting, arranged in alphabetical order, and showing the address of each
stockholder and the number of shares registered in the name of each stockholder.
Such list shall be open to the examination of any stockholder, for any purpose
germane to the
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meeting, during ordinary business hours, for a period of at least ten days prior
to the meeting, either at a place within the city where the meeting is to be
held, which place shall be specified in the notice of the meeting, or, if not so
specified, at the place where the meeting is to be held. The list shall also be
produced and kept at the time and place of the meeting during the whole time
thereof, and may be inspected by any stockholder who is present.
SECTION 5. Special meetings of the stockholders, for any
purpose or purposes, except as otherwise provided by statute or by the
certificate of incorporation, may be called only by the Board of Directors
pursuant to a resolution approved by a majority of the entire Board of
Directors.
SECTION 6. Written notice of a special meeting stating the
place, date and hour of the meeting and the purpose or purposes for which the
meeting is called, shall be given not less that ten nor more than fifty days
before the date of the meeting, to each stockholder entitled to vote at such
meeting.
SECTION 7. Business transacted at any special meeting of
stockholders shall be limited to the purposes stated in the notice.
SECTION 8. The holders of a majority of the stock issued and
outstanding and entitled to vote thereat, present in person or represented by
proxy, shall constitute a quorum at all meetings of the stockholders for the
transaction of business except as otherwise provided by statute or by the
certificate of incorporation. If, however, such quorum shall not be present or
represented at any meeting of the stockholders, the stockholders entitled to
vote thereat, present in person or represented by proxy, shall have power to
adjourn the meeting from time to time, without notice other than announcement at
the meeting, until a quorum shall be present or represented. At such adjourned
meeting, at which a quorum shall be present or represented, any business may be
transacted which might have been transacted at the meeting as originally
notified. If the adjournment is for more than thirty days, or if after the
adjournment a new record date is fixed for the adjourned meeting, a notice of
the adjourned meeting shall be given to each stockholder of record entitled to
vote at the meeting.
SECTION 9. 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 the statutes or of
the certificate of incorporation, a different vote is required in which case
such express provision shall govern and control the decision of such question.
SECTION 10. Unless otherwise provided in the Restated
Certificate of Incorporation, or, in the case of any class or series of
preferred stock which is authorized to be established by resolution of the
directors, in the resolution establishing such class, each stockholder shall at
every meeting of the stockholders be entitled to one vote in person or by proxy
for each share of the capital stock having voting power held by such
stockholder, but no proxy shall be voted on after three years from its date,
unless the proxy provides for a longer period. A stockholder may, in addition to
all traditional means, appoint a proxy to vote for the stockholder by submission
of an
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electronic transmission which contains or is accompanied by information from
which it can be reasonably verified that the transmission was authorized by the
stockholder or by the stockholder's attorney-in- fact or agent. As used in this
Section 10, "electronic transmission" means any process of communication not
directly involving the physical transfer of paper that is suitable for the
retention, retrieval, and reproduction of information by the recipient.
SECTION 11. Any action required or permitted to be taken by
the stockholders of the corporation must be effected at a duly called annual or
special meeting of stockholders of the corporation and may not be effected by
any consent in writing by such stockholders.
ARTICLE III
DIRECTORS
SECTION 1. The business of the corporation shall be managed by
its Board of Directors which may exercise all such powers of the corporation and
do all such lawful acts and things as are not by statute or by the Restated
Certificate of Incorporation or by these by-laws directed or required to be
restated or done by the stockholder.
SECTION 2. The number of directors of the corporation, the
manner of their election and their terms of office shall be determined as
provided in the Certificate of Incorporation. Nominations for the election of
directors may be made by the Board of Directors or by any stockholder entitled
to vote for the election of directors, and nominations for the election of
directors made by stockholders shall be made in the manner and with the effect
provided in the Certificate of Incorporation. Notice of nominations which are
proposed by the Board of Directors shall be given or caused to be given by the
Chairman of the Board of Directors on behalf of the Board of Directors.
SECTION 3. Subject to the rights of the holders of any series
of preferred stock then outstanding, newly created directorships resulting from
any increase in the authorized number of directors or any vacancies in the Board
of Directors resulting from death, resignation, retirement, disqualification,
removal from office or other cause shall be filled by a majority vote of the
directors then in office, and directors so chosen shall hold office until the
annual meeting of stockholders of the corporation at which the term of the class
of directors to which they have been elected expires. No decrease in the number
of directors constituting the board of directors shall shorten the term of any
incumbent director. If there are no directors in office, then an election of
directors may be held in the manner provided by statute. If, at the time of
filling any vacancy or any newly created directorship, the directors then in
office shall constitute less than a majority of the whole Board (as constituted
immediately prior to any such increase), the Court of Chancery may, upon
application of any stockholder or stockholders holding at least ten percent of
the total number of the shares at the time outstanding having the right to vote
for such directors, summarily order an election to be held to fill any such
vacancies or newly created directorships, or to replace the directors chosen by
the directors then in office.
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SECTION 4. Any director will be expected to retire from the
board at the first meeting of the board immediately following the earlier of
such director's sixty-eighth birthday or his or her retirement from the major
business with which he or she shall have been connected, whichever first occurs.
MEETINGS OF THE BOARD OF DIRECTORS
SECTION 5. The Board of Directors of the corporation may hold
meetings, both regular and special, either within or without the State of
Delaware.
SECTION 6. The first meeting of each newly elected Board of
Directors shall be held immediately after the adjournment of each regular annual
meeting of the stockholders. No notice of such meeting shall be necessary to the
newly elected directors in order legally to constitute the meeting, provided a
quorum shall be present. In the event such meeting is not held immediately after
the adjournment of the regular annual meeting of the stockholders, the meeting
may be held at such time and place as shall be specified in a notice given as
hereinafter provided for special meetings of the Board of Directors, or as shall
be specified in a written waiver signed by all of the directors.
SECTION 7. Regular meetings of the Board of Directors may be
held without notice at such time and at such place as shall from time to time be
determined by the Board.
SECTION 8. Special meetings of the Board may be called by the
Chairman of the Board of Directors on two days' notice to each director, either
personally or by mail or by telegram; special meetings shall be called the
Chairman of the Board of Directors or Secretary in like manner and on like
notice on the written request of two directors.
SECTION 9. At all meetings of the Board a majority of the
directors shall constitute a quorum for the transaction of business and the act
of a majority of the directors present at any meeting at which there is a quorum
shall be the act of the Board of Directors, except as may be otherwise
specifically provided by statute or by the Restated Certificate of
Incorporation. If a quorum shall not be present at any meeting of the Board of
Directors the directors present thereat may adjourn the meeting from time to
time, without notice other than announcement at the meeting, until a quorum
shall be present.
SECTION 10. Unless otherwise restricted by the Restated
Certificate of Incorporation or these by-laws, any action required or permitted
to be taken at any meeting of the Board of Directors or of any committee thereof
may be taken without a meeting, if all members of the Board or Committee, as the
case may be, consent thereto in writing, and the writing or writings are filed
with the minutes of proceedings of the Board or Committee.
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COMMITTEES OF DIRECTORS
SECTION 11. The Board of Directors may, by resolution passed
by a majority of the whole Board, designate one or more committees, each
committee to consist of two or more of the directors of the corporation. The
Board may designate one or more directors as alternate members of any committee,
who may replace any absent or disqualified member at any meeting of the
committee. Any such committee, to the extent provided in the resolution, shall
have and may exercise the powers of the Board of Directors in the management of
the business and affairs of the corporation, and may authorize the seal of the
corporation to be affixed to all papers which may require it; provided, however,
that in the absence or disqualification of any member of such committee or
committees, the member or members thereof present at any meeting and not
disqualified from voting, whether or not he or they constitute a quorum, may
unanimously appoint another member of the Board of Directors to act at the
meeting in the place of any such absent or disqualified member. Such committee
or committees shall have such name or names as may be determined from time to
time by resolution adopted by the Board of Directors.
SECTION 12. Each committee shall keep regular minutes of its
meetings and report the same to the Board of Directors when required.
COMPENSATION OF DIRECTORS
SECTION 13. The directors may be paid their expenses, if any,
of attendance at each meeting of the Board of Directors and may be paid a fixed
sum for attendance at each 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. Members
of special or standing committees may be allowed like compensation for attending
committee meetings.
ARTICLE IV
NOTICES
SECTION 1. Whenever, under the provisions of the statutes or
of the Restated Certificate of Incorporation or of these by-laws, notice is
required to be given to any director or stockholder, it shall not be construed
to mean personal notice, but such notice may be given in writing, by mail,
addressed to such director or stockholder, at his address as it appears on the
records of the corporation, with postage thereon prepaid, and such notice shall
be deemed to be given at the time when the same shall be deposited in the United
Sates mail. Notice to directors may also be given by telegram.
SECTION 2. Whenever any notice is required to be given under
the provisions of the statutes or of the Restated Certificate of Incorporation
of these by-laws, a waiver thereof in
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writing, signed by the person or persons entitled to said notice, whether before
or after the time stated therein, shall be deemed equivalent thereto.
ARTICLE V
OFFICERS
SECTION 1. The officers of the corporation shall be chosen by
the Board of Directors and shall be a Chairman of the Board of Directors who,
unless otherwise determined by the Board of Directors, shall serve as Chief
Executive Officer of the corporation, a President, one or more Vice Presidents,
a Secretary and a Treasurer. The Board of Directors may designate one or more
Vice Presidents as Executive Vice Presidents or as Senior Vice Presidents and
may choose one or more Assistant Secretaries and Assistant Treasurers. The Board
of Directors also may appoint such other officers and agents as shall be
necessary or desirable and who shall hold offices for such terms and shall
exercise such power and perform such duties as shall be determined from time to
time by the Board of Directors. Any number of offices may be held by the same
person unless the Certificate of Incorporation of these by-laws otherwise
provide.
SECTION 2. The Board of Directors at its first meeting after
each annual meeting of stockholders shall choose a Chairman of the Board of
Directors, a President, one or more Vice Presidents, a Secretary and a Treasurer
and such other officers as deemed necessary or desirable to perform such duties
as may be designated by the Board of Directors or by the Chief Executive
Officer. If the office of Chairman of the Board of Directors is not filled at
the annual election of officers or for any other reason becomes vacant, the
powers and duties herein vested in and imposed upon the holder of that office
shall be vested in and discharged by the President or, if determined otherwise
by the Board of Directors, by such other officer as the Board of Directors may
designate.
SECTION 3. The salaries of the officers and agents of the
corporation shall be fixed by the Board of Directors.
SECTION 4. The officers of the corporation shall hold office
until their successors are chosen and qualify. Any officer elected or appointed
by the Board of Directors may be removed at any time by the affirmative vote of
a majority of the Board of Directors. Any vacancy occurring in any office of the
corporation shall be filled by the Board of Directors.
SECTION 5. The Chairman of the Board of Directors or, in his
absence, the President shall preside at all meetings of the Board of Directors
and in the case of absence or inability to act of the Chairman of the Board of
Directors or the President, the Board of Directors shall appoint one of their
members to preside during such absence or inability. The Chairman of the Board
of Directors shall act as Chief Executive Officer of the corporation, shall
exercise general supervision of the business affairs and property of the
corporation and shall have all powers usually attaching, from time to time, to
the Chief Executive Officer of a corporation.
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SECTION 6. The Chairman of the Board of Directors, the
President or any Executive Vice President or Vice President shall have the
authority to execute bonds, mortgages and other contracts requiring a seal,
under the seal of the corporation, except where required or permitted by law to
be otherwise signed and executed and except where the signing and execution
thereof shall be expressly delegated by the Board of Directors to some other
officer or agent of the corporation.
SECTION 7. In the absence of the Chairman of the Board of
Directors, the powers and duties hereby vested in and imposed on him shall be
exercised by the President of the corporation.
SECTION 8. In the absence of the Chairman of the Board of
Directors and the President, their powers and duties shall be exercised by such
officer of the corporation as may have been designated for the purpose by the
Board of Directors of the corporation.
SECTION 9. The Vice Presidents of the corporation shall
perform such duties and have such powers as the Board of Directors or the Chief
Executive Officer may, from time to time, prescribe.
THE SECRETARY AND ASSISTANT SECRETARIES
SECTION 10. The Secretary shall attend all meetings of the
Board of Directors and all meetings of the stockholders and records all the
proceedings of the meetings of the corporation and of the Board of Directors in
a book to be kept for that purpose and shall perform like duties for the
standing committees when required. He shall give, or cause to be given, notice
of all meetings of the stockholders and special meetings of the Board of
Directors, and shall perform such other duties as may be prescribed by the Board
of Directors or president, under whose supervision he shall be. He shall have
custody of the corporate seal of the corporation and he, or an assistant
secretary, shall have authority to affix the same to any instrument requiring it
and when so affixed, it may be attested by his signature or by the signature of
such assistant secretary. The Board of Directors may give general authority to
any other officer to affix the seal of the corporation and to attest the
affixing by his signature.
SECTION 11. The Assistant Secretary, or if there be more than
one, the Assistant Secretaries in the order determined by the Board of Directors
(or if there be no such determination, then in the order of their election),
shall, in the absence of the secretary or in the event of his inability or
refusal to act, perform the duties and exercise the powers of the Secretary and
shall perform such other duties and have such other powers as the Board of
Directors may from time to time prescribe.
THE TREASURER AND ASSISTANT TREASURERS
SECTION 12. 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
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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.
SECTION 13. He shall disburse the funds of the corporation as
may be ordered by the Board of Directors, taking proper vouchers for such
disbursements, and shall render to the President and the Board of Directors,
such accounting of all his transactions as treasurer and of the financial
condition of the corporation as may be required from time to time.
SECTION 14. If required by the Board of Directors, he shall
give the corporation a bond (which shall be renewed every six years) in such sum
and with such surety or sureties as shall be satisfactory to the Board of
Directors for the faithful performance of the duties of his office and for the
restoration to the corporation, in case of his death, resignation, retirement or
removal from office, of all books, papers, vouchers, money and other property of
whatever kind in his possession or under his control belonging to the
corporation.
SECTION 15. The Assistant Treasurer, or if there shall be more
than one, the Assistant Treasurers in the order determined by the Board of
Directors (or if there shall be no such determination, then in the order of
their election), shall, in the absence of the Treasurer or in the event of his
inability or refusal to act, perform the duties and exercise the powers of the
Treasurer and shall perform such other duties and have such other powers as the
Board of Directors may from time to time prescribe.
ARTICLE VI
CERTIFICATES OF STOCK
SECTION 1. Every holder of stock in the corporation shall be
entitled to have a certificate, signed by, or in the name of the corporation by,
the Chairman of the Board of Directors, the President, a Vice President and the
Treasurer or an Assistant Treasurer, or the Secretary or an Assistant Secretary
of the corporation, certifying the number of shares owned by him in the
corporation.
SECTION 2. With respect to stock issued after the effective
date of the merger of Birmingham Trust National Bank and Alabama National Bank,
pursuant to the terms of the Merger and Reorganization Agreement by and between
said two banks joined in by this Corporation, all certificates of stock of the
corporation issuable to former shareholders of the Birmingham Trust National
Bank may be issued by using facsimile signatures of officers of the corporation
and also any transfer agent, if any, it may have and any registrar, if any, it
may have. After issuing the 1,000,000 shares of stock required to be issued
under said Merger and Reorganization Agreement, whenever a certificate is
countersigned by (1) a transfer agent other than the corporation or its
employee, or (b) by a registrar other than the corporation or its employee,
facsimile signatures may be used on all such stock certificates.
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LOST CERTIFICATES
SECTION 3. The corporation 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, stolen or
destroyed, upon the making of an affidavit of that fact by the person claiming
the certificate of stock to be lost, stolen or destroyed. When authorizing such
issue of a new certificate or certificates, the corporation may, in its
discretion and as a condition precedent to the issuance thereof, require the
owner of such lost, stolen or destroyed corporation or certificate, or his legal
representative, to advertise the same in such manner as it shall require and/or
to give the corporation a bond in such sum 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, stolen or destroyed.
TRANSFERS OF STOCK
SECTION 4. 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.
FIXING RECORD DATE
SECTION 5. In order that the corporation may determine the
stockholders entitled to notice of or to vote at any meeting of stockholders or
any adjournment thereof, or to express consent to corporate action in writing
without a meeting, or entitled to receive payment of any dividend or other
distribution or allotment of any rights, or entitled to exercise any rights in
respect of any change, conversion or exchange of stock or for the purpose of any
other lawful action, the Board of Directors may fix, in advance, a record date,
which shall not be more than sixty nor less than ten days before the date of
such meeting, nor more than sixty days prior to any other action. A
determination of stockholders of record entitled to notice of or to vote at a
meeting of stockholders shall apply to any adjournment of the meeting; provided,
however, that the Board of Directors may fix a new record date for the adjourned
meeting.
REGISTERED STOCKHOLDERS
SECTION 6. The corporation shall be entitled to recognize the
right of a person registered on its books as the owner of shares to receive
dividends, and to vote as such owner, and to hold liable for calls and
assessments a person registered on its books as the owner of shares, and shall
not be bound to recognize any equitable or other claim to interest in such share
or shares on the part of any other person, whether or not it shall have express
or other notice thereof, except as otherwise provided by the laws of Delaware.
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ARTICLE VII
GENERAL PROVISIONS
DIVIDENDS
SECTION 1. Dividends upon the capital stock of the
corporation, subject to the provisions of the certificate of incorporation, if
any, may be declared by the Board of Directors at any regular or special
meeting, pursuant to law. Dividends may be paid in cash, in property, or in
shares of the capital stock, subject to the provisions of the certificate of
incorporation.
SECTION 2. Before payment of any dividend, there may be set
aside out of any funds of the corporation available for dividends such sum or
sums as the directors from time to time, in their absolute discretion, think
proper as a reserve or reserves to meet contingencies, or for equalizing
dividends, or for repairing or maintaining any property of the corporation, or
for such other purpose as the directors shall think conducive to the interest of
the corporation, and the directors may modify or abolish any such reserve in the
manner in which it was created.
ANNUAL STATEMENT
SECTION 3. The Board of Directors shall cause to be presented
at each annual meeting, and at any special meeting of the stockholders when
called for by vote of the stockholders, a full and clear statement of the
business and condition of the corporation.
CHECKS
SECTION 4. All checks or demands for money and notes of the
corporation shall be signed by such officer or officers or such other person or
persons as the Board of Directors may from time to time designate.
FISCAL YEAR
SECTION 5. The fiscal year of the corporation shall be fixed
by resolution of the Board of Directors.
SEAL
SECTION 6. The corporate seal shall have inscribed thereon the
name of the corporation showing that it is a Delaware Corporation, and shall
contain in the center thereof "Corporate Seal." The seal may be used by causing
it or a facsimile thereof to be impressed or affixed or reproduced or otherwise.
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INDEMNIFICATION OF OFFICERS AND DIRECTORS
SECTION 7. Subject to the limitations stated in this section
and the Restated Certificate of Incorporation of the corporation, the
corporation shall indemnify its officers, directors, employees and agents to the
extent permitted by the General Corporation Law of Delaware, as such law shall
be in force from time to time. In addition to the conditions under which
indemnification is permitted under the Delaware General Corporation Law, such
indemnification shall be made by the corporation only as authorized in a
specific case upon determination that the director, officer, employee or agent
has cooperated with the corporation in its dealing with any aspect of the claim,
suit, action or proceeding in which the corporation has an interest and, if
requested by the corporation, has assisted in investigations and in the conduct
of suits, including attending hearings and trials and giving evidence in
connection therewith.
ARTICLE VIII
AMENDMENTS
SECTION 1. These by-laws may be altered, amended or repealed
or new by-laws may be adopted by the stockholders or by the Board of Directors,
when such power is conferred upon the Board of Directors by the Restated
Certificate of Incorporation, at any regular meeting of the stockholders or of
the Board of Directors or at any special meeting of the stockholders or of the
Board of Directors if notice of such alteration, amendment, repeal or adoption
of new by-laws be contained in the notice of such special meeting.
Amended as of January 19, 2000.
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