"Standard Bylaws for Banks" - Georgia (United States)

Standard Bylaws for Banks is a legal document that was released by the Georgia Department of Banking and Finance - a government authority operating within Georgia (United States).

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GEORGIA DEPARTMENT
OF BANKING AND FINANCE
STANDARD BYLAWS
FOR BANKS
REVISED
February 2006
GEORGIA DEPARTMENT
OF BANKING AND FINANCE
STANDARD BYLAWS
FOR BANKS
REVISED
February 2006
TABLE OF CONTENTS
ARTICLE ONE - OFFICES
Section 1.1
Registered Office
Section 1.2
Other Offices
ARTICLE TWO - SHAREHOLDERS' MEETINGS
Section 2.1
Place of Meetings
Section 2.2
Shareholders’ Meeting
Section 2.3
Substitute Shareholders’ Meetings
Section 2.4
Special Meetings
Section 2.5
Notice of Meetings
Section 2.6
Quorum
Section 2.7
Voting of Shares
Section 2.8
Proxies
Section 2.9
Presiding Officer
Section 2.10 Adjournments
Section 2.11 Action of Shareholders Without a Meeting
ARTICLE THREE - THE BOARD OF DIRECTORS
Section 3.1
General Powers
Section 3.2
Requirements
Section 3.3
Number, Election and Term of Office
Section 3.4
Oath of Directors
Section 3.5
Removal
Section 3.6
Vacancies
Section 3.7
Compensation
Section 3.8
Committees of the Board of Directors
Section 3.9
Honorary and Advisory Directors
ARTICLE FOUR - MEETINGS OF THE BOARD OF DIRECTORS
Section 4.1
Regular Meetings
Section 4.2
Special Meetings
Section 4.3
Place of Meetings
Section 4.4
Notice of Meetings
Section 4.5
Quorum
Section 4.6
Vote Required for Action
Section 4.7
Action by Directors Without a Meeting
ARTICLE FIVE - NOTICE AND WAIVER
Section 5.1
Procedure
Section 5.2
Waiver
ARTICLE SIX - OFFICERS
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Section 6.1
Bank Officers
Section 6.2
Election and Term
Section 6.3
Compensation
Section 6.4
Removal
Section 6.5
Chairman of the Board
Section 6.6
President
Section 6.7
Officer in Place of President
Section 6.8
Secretary
Section 6.9
Bonds
Section 6.10 Reimbursement by Officers
ARTICLE SEVEN - DIVIDENDS
Section 7.1
Time and Conditions of Declaration
Section 7.2
Share Dividends - Treasury Shares
Section 7.3
Share Dividends - Unissued Shares
Section 7.4
Share Splits
ARTICLE EIGHT - SHARES
Section 8.1
Authorization and Issuance of Shares
Section 8.2
Share Certificates
Section 8.3
Rights of Bank with Respect to Registered Owners
Section 8.4
Transfer of Shares
Section 8.5
Duty of Bank to Register Transfer
Section 8.6
Lost, Stolen, or Destroyed Certificates
Section 8.7
Fixing of Record Date
Section 8.8
Record Date if None Fixed
ARTICLE NINE - INDEMNIFICATION
Section 9.1
Indemnification
Section 9.2
Payment of Expenses in Advance
Section 9.3
Insurance
Section 9.4
Rights Not Exclusive
ARTICLE TEN - EMERGENCY OPERATIONS
Section 10.1 General
Section 10.2 Meeting of Board of Directors
Section 10.3 Interim Administration
Section 10.4 Interim Office
ARTICLE ELEVEN - MISCELLANEOUS
Section 11.1 Inspection of Books and Records
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Section 11.2 Fiscal Year
Section 11.3 Seal
Section 11.4 Annual Statements
Section 11.5 Contracts, Checks, Drafts, Reports, etc.
Section 11.6 Legal Restrictions
ARTICLE TWELVE - AMENDMENTS
Section 12.1 Power to Amend Bylaws
Section 12.2 Conditions
Section 12.3 Inspection
Section 12.4 Filing
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ARTICLE ONE
OFFICES
1.1
Registered Office. The bank shall maintain a registered office in the county in the State of
Georgia where the bank is authorized to conduct its general business. Unless the Board of Directors
designates otherwise, the bank's main office shall be the registered office.
1.2
Other Offices. In addition to its registered office, the bank also may have offices at such other
place or places, within or outside the county in which the registered office is located, as the Board of
Directors may from time to time select, or as the business of the bank may require or make desirable
subject to the banking laws of this State.
ARTICLE TWO
SHAREHOLDERS' MEETINGS
2.1
Place of Meetings. Meetings of the shareholders of the bank may be held at any place within
or outside the State of Georgia, as set forth in the notice thereof, or, in the event of a meeting held
pursuant to waiver of notice, as set forth in the waiver, or, if no place is so specified, at the registered
office of the bank.
2.2
Shareholders’ Meeting. The annual meeting of the shareholders of the bank shall be held on
the__________________________ in___________________, unless that day is a legal holiday, and
in that event on the next succeeding business day, for the purpose of electing directors and transacting
any and all business that may properly come before the meeting. The Board of Directors may
postpone any annual meeting, for not more than seven (7) days, for cause upon not less than ten (10)
days' written notice to all shareholders.
2.3
Substitute Shareholders’ Meetings. If the annual meeting is not held on the day designated in
Section 2.2, any business, including the election of directors, which might properly have been acted
upon at that meeting, may be transacted at any subsequent shareholders' meeting held pursuant to
these bylaws or held pursuant to a court order requiring a substitute annual meeting.
2.4
Special Meetings. Special meetings of the shareholders or a special meeting in lieu of the
annual meeting of shareholders may be called at any time by the President, Chairman of the Board, or
the Board of Directors. Special meetings of shareholders or a special meeting in lieu of the annual
meeting of shareholders shall be called by the bank upon the written request of the holders of twenty-
five percent (25%) or more of all the outstanding shares of capital stock of the bank entitled to vote in
an election of directors.
2.5
Notice of Meetings. The notice of the shareholders’ meeting and any special meetings shall
be delivered in person, by first-class mail, or by telegram, charges prepaid, at the direction of the
President, the Secretary, or the officer or persons calling the meeting, to each shareholder of record
entitled to vote at such meeting, or in the case of an annual meeting or substitute annual meeting, to
the last known address of the shareholder as reflected on the bank’s current list of shareholders. The
notice of all meetings shall specify the date, place and time of the meeting. The notice of a special
meeting shall specify the general nature of the business to be transacted. The notice of the meeting of
the shareholders shall be given not less than ten (10) nor more than (sixty) 60 days prior to the
meeting.
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