Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing requirements of the registrant under any of
the following provisions:
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of
1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned thereunto duly authorized.
SHORE FINANCIAL CORPORATION
By: /s/ Steven M. Belote
-------------------------------------------------
Steven M. Belote
Senior Vice President and Chief Financial Officer
November 19, 2007
|
BYLAWS
OF
SHORE FINANCIAL CORPORATION
(as amended as of November 15, 2007)
ARTICLE I
Meeting of Shareholders
Section 1. Places of Meetings. All meetings of the shareholders shall
be held at such place, either within or without the State of Virginia, as may,
from time to time, be fixed by the Board of Directors.
Section 2. Annual Meetings. The annual meeting of the shareholders, for
the election of directors and transaction of such other business as may come
before the meeting, shall be held in each year on the second Tuesday in May, or
on such other date as the Board of Directors of the Corporation may designate
from time to time.
Section 3. Special Meetings. Special meetings of shareholders for any
purpose or purposes may be called at any time by the Chairman of the Board, by a
majority of the Board of Directors or by the President. At a special meeting no
business shall be transacted and no corporate action shall be taken other than
that stated in the notice of the meeting.
Section 4. Notice of Meetings. Except as otherwise required by law,
written or printed notice stating the place, day and hour of every meeting of
the shareholders and, in case of a special meeting, the purpose or purposes for
which the meeting is called, shall be mailed not less than ten nor more than
sixty days before the date of the meeting to each shareholder of record entitled
to vote at such meeting, at his address which appears in the share transfer
books of the Corporation.
Section 5. Quorum. Except as otherwise required by the Articles of
Incorporation, any number of shareholders together holding at least a majority
of the outstanding shares of capital stock entitled to vote with respect to the
business to be transacted, who shall be present in person or represented by
proxy at any meeting duly called, shall constitute a quorum for the transaction
of business. If less than a quorum shall be in attendance at the time for which
a meeting shall have been called, the meeting may be adjourned from time to time
by a majority of the shareholders present or represented by proxy without notice
other than by announcement at the meeting.
Section 6. Voting. At any meeting of the shareholders each shareholder
of a class entitled to vote on the matters coming before the meeting shall have
one vote, in person or by proxy, for each share of capital stock standing in his
or her name on the books of the Corporation at the time of such meeting or on
any date fixed by the Board of Directors not more than seventy (70) days prior
to the meeting. Every proxy shall be in writing, dated and signed by the
shareholder entitled to vote or his duly authorized attorney-in-fact.
Section 7. Voting List. The officer or agent having charge of the stock
transfer books for shares of the Corporation shall make, at least ten (10) days
before each meeting of shareholders, a complete list of the shareholders
entitled to vote at such meeting or any adjournment thereof, with the address of
and the number of shares held by each. Such list, for a period of ten (10) days
prior to such meeting, shall be kept on file at the registered office of the
Corporation or at its principal place of business or at the office of its
transfer agent or registrar and shall be subject to inspection by any
shareholder at any time during usual business hours. Such list shall also be
produced and kept open at the time and place of the meeting and shall be subject
to the inspection of any shareholder during the whole time of the meeting. The
original stock transfer books shall be prima facie evidence as to who are the
shareholders entitled to examine such list or transfer books or to vote at any
meeting of shareholders. If the requirements of this section have not been
substantially complied with, the meeting shall, on the demand of any shareholder
in person or by proxy, be adjourned until the requirements are complied with.
Section 8. Shareholder Proposals. To be properly brought before an
annual meeting of shareholders, business must be (i) specified in the notice of
meeting (or any supplement thereto) given by or at the direction of the Board of
Directors, (ii) otherwise properly brought before the meeting by or at the
direction of the Board of Directors, or (iii) otherwise properly brought before
the meeting by a shareholder as outlined in these Bylaws. In addition to any
other applicable requirements, for business to be properly brought before an
annual meeting by a shareholder, the shareholder must have given timely notice
thereof in writing to the Secretary of the Corporation. To be timely, a
shareholder's notice must be given, either by personal delivery or by United
States mail, postage prepaid, to the Secretary of the Corporation not later than
ninety (90) days in advance of the annual meeting. A shareholder's notice to the
Secretary shall set forth as to each matter the shareholder proposes to bring
before the annual meeting (i) a brief description of the business desired to be
brought before the annual meeting (including the specific proposal to be
presented) and the reasons for conducting such business at the annual meeting,
(ii) the name and record address of the shareholder proposing such business,
(iii) the class and number of shares of the Corporation that are beneficially
owned by the shareholder, and (iv) any material interest of the shareholder in
such business.
In the event that a shareholder attempts to bring business before an
annual meeting without complying with the provisions of this Section 8, the
Chairman of the meeting shall declare to the meeting that the business was not
properly brought before the meeting in accordance with the foregoing procedures,
and such business shall not be transacted.
No business shall be conducted at the annual meeting except in
accordance with the procedures set forth in this Section 8, provided, however,
that nothing in this Section 8 shall be deemed to preclude discussion by any
shareholder of any business properly brought before the annual meeting.
Section 9. Inspectors. An appropriate number of inspectors for any
meeting of shareholders may be appointed by the Chairman of such meeting.
Inspectors so appointed will open and close the polls, will receive and take
charge of proxies and ballots, and will decide all questions as to the
qualifications of voters, validity of proxies and ballots, and the number of
votes properly cast.
ARTICLE II
Directors
Section 1. General Powers. The property, affairs and business of the
Corporation shall be managed under the direction of the Board of Directors, and
except as otherwise expressly provided by law, the Articles of Incorporation or
these Bylaws, all of the powers of the Corporation shall be vested in such
Board.
Section 2. Number of Directors. The Board of Directors shall
be at least five (5) and no more than fifteen (15) in number.
Section 3. Election of Directors.
(a) Directors shall be elected at the annual meeting of
shareholders to succeed those Directors whose terms have expired and to fill any
vacancies thus existing.
(b) Directors shall hold their offices for terms as set forth
in the Articles of Incorporation and until their successors are elected. Any
Director may be removed from office as set forth in the Articles of
Incorporation.
(c) Any vacancy occurring in the Board of Directors may be
filled by the affirmative vote of the majority of the remaining Directors though
less than a quorum of the Board of Directors.
(d) A majority of the number of Directors in office
immediately prior to the beginning of a meeting of Directors shall constitute a
quorum for the transaction of business at such meeting. The act of a majority of
the Directors present at a meeting at which a quorum is present shall be the act
of the Board of Directors.
Section 4. Meetings of Directors. Meetings of the Board of Directors
shall be held at places within or without the Commonwealth of Virginia and at
times fixed by resolution of the Board, or upon call of the Chairman of the
Board or the President, and the Secretary or officer performing the Secretary's
duties shall give not less than twenty-four (24) hours' notice by letter,
telegraph or telephone (or in person) of all meetings of the Directors, provided
that notice need not be given of regular meetings held at times and places fixed
by resolution of the Board. An annual meeting of the Board of Directors shall be
held as soon as practicable after the adjournment of the annual meeting of
shareholders. Meetings may be held at any time without notice if all of the
Directors are present, or if those not present waive notice in writing either
before or after the meeting. Directors may be allowed, by resolution of the
Board, a reasonable fee and expenses for attendance at meetings.
Section 5. Nominations. Subject to the rights of holders of any class
or series of stock having a preference over the common stock as to dividends or
upon liquidation, nominations for the election of Directors shall be made by the
Board of Directors or a committee appointed by the Board of Directors or by any
shareholder entitled to vote in the election of Directors generally. However,
any shareholder entitled to vote in the election of Directors generally may
nominate one or more persons for election as Directors at a meeting only if
written notice of such shareholder's intent to make such nomination or
nominations has been given, either by personal delivery or by United States
mail, postage prepaid, to the Secretary of the Corporation not later than (i)
with respect to an election to be held at an annual meeting of shareholders,
ninety (90) days in advance of such meeting, and (ii) with respect to an
election to be held at a special meeting of shareholders for the election of
Directors, the close of business on the seventh day following the date on which
notice of such meeting is first given to shareholders. Each notice shall set
forth: (a) the name and address of the shareholder who intends to make the
nomination and of the person or persons to be nominated; (b) a representation
that the shareholder is a holder of record of stock of the Corporation entitled
to vote at such meeting and intends to appear in person or by proxy at the
meeting to nominate the person or persons specified in the notice; (c) a
description of all arrangements or understandings between the shareholder and
each nominee and any other person or persons (naming such person or persons)
pursuant to which the nomination or nominations are to be made by the
shareholder; (d) such other information regarding each nominee proposed by such
shareholder as would be required to be included in a proxy statement filed
pursuant to the proxy rules of the Securities and Exchange Commission, had the
nominee been nominated, or intended to be nominated, by the Board of Directors;
and (e) the consent of each nominee to serve as a Director of the Corporation if
so elected. The Chairman of the meeting may refuse to acknowledge the nomination
of any person not made in compliance with the foregoing procedure.
Section 6. Eligibility. No person shall be eligible for election as a
Director of the Corporation after such person's 70th birthday.
ARTICLE III
Committees
Section 1. Executive Committee. At such time as it deems appropriate,
the Board of Directors may designate an Executive Committee which shall consist
of three or more Directors, including the Chief Executive Officer. The members
of the Executive Committee shall serve until their successors are designated by
the Board of Directors, until removed or until the Executive Committee is
dissolved by the Board of Directors. All vacancies which may occur in the
Executive Committee shall be filled by the Board of Directors.
When the Board of Directors is not in session, the Executive Committee
shall have all power vested in the Board of Directors by law, the Articles of
Incorporation or these Bylaws, except as otherwise provided in the Virginia
Stock Corporation Act. The Executive Committee shall report at the next regular
or special meeting of the Board of Directors all action which the Executive
Committee may have taken on behalf of the Board since the last regular or
special meeting of the Board of Directors.
Meetings of the Executive Committee shall be held at such places and at
such times fixed by resolution of the Committee, or upon call of the Chairman or
President. Not less than twelve (12) hours' notice shall be given by letter,
telegraph or telephone (or in person) of all meetings of the Executive
Committee, provided that notice need not be given of regular meetings held at
times and places fixed by resolution of the Committee and that meetings may be
held at any time without notice if all of the members of the Committee are
present or if those not present waive notice in writing either before or after
the meting. A majority of the members of the Executive Committee then serving
shall constitute a quorum for the transaction of business at any meeting.
Section 2. Audit Committee. The Board of Directors at its regular
annual meeting shall designate an Audit Committee which shall consist solely of
two or more Directors independent of management and free from any relationship
that, in the opinion of the Board of Directors, would interfere with the
exercise of independent judgment as a committee member. Vacancies in the
Committee shall be filled by the Board of Directors with Directors meeting the
requirements set forth above, giving consideration to continuity of the
Committee, and members shall be subject to removal by the Board at any time. The
Committee shall fix its own rules of procedures and a majority of the members
serving shall constitute a quorum. The Committee shall meet at least annually.
The Committee shall review the Corporation's financial reporting process,
including accounting policies and procedures. The Committee shall examine the
report of the Corporation's outside auditors, consult with them with respect to
their report and the standards and procedures employed by them in their audit,
report to the Board the results of its study and recommend the selection of
auditors for each fiscal year.
Section 3. Other Committees of Board. The Board of Directors, by
resolution duly adopted, may establish such other committees of the Board having
limited authority in the management of the affairs of the Corporation as it may
deem advisable and the members, terms and authority of such committees shall be
as set forth in the resolutions establishing the same.
ARTICLE IV
Officers
Section 1. Election. The officers of the Corporation shall consist of a
Chairman of the Board, a President and Chief Executive Officer, one or more Vice
Presidents (any one or more of whom may be designated as Executive Vice
Presidents or Senior Vice Presidents), a Secretary and a Treasurer. In addition,
such other officers as are provided in Section 3 of this Article may from time
to time be elected by the Board of Directors. All officers shall hold office
until the next annual meeting of the Board of Directors or until their
successors are elected. The Chairman of the Board and the President shall be
chosen from among the directors. Any two or more officer positions may be
combined in the same person as the Board of Directors may determine.
Section 2. Removal of Executive Officers; Vacancies. Any officer of the
Corporation may be removed summarily with or without cause, at any time by a
resolution passed at any meeting by affirmative vote of a majority of the number
of directors fixed by these Bylaws. Vacancies may be filled at any meeting of
the Board of Directors.
Section 3. Other Officers. Other officers may from time to time be
elected by the Board, including, without limitation, one or more Assistant
Secretaries and Assistant Treasurers.
Section 4. Duties. The officers of the Corporation shall have such
duties as generally pertain to their offices, respectively, as well as such
powers and duties as are hereinafter provided and as from time to time shall be
conferred by the Board of Directors. The Board of Directors may require any
officer to give such bond for the faithful performance of his duties as the
Board may see fit.
Section 5. Duties of the Chairman of the Board. The Chairman of the
Board shall serve as the Chairman of the Executive Committee. Except as
otherwise provided in these Bylaws or the resolutions establishing such
committees, he shall be ex officio a member of all committees of the Board with
the power to vote. He shall preside at all meetings of shareholders, the Board
of Directors and the Executive Committee. The Chairman of the Board may sign and
execute in the name of the Corporation deeds, mortgages, bonds, contracts or
other instruments, except in cases where the signing and the execution thereof
shall be expressly delegated by the Board of Directors or by these Bylaws to
some other officer or agent of the Corporation or shall be required by law
otherwise to be signed or executed. In addition, he shall perform all duties
incident to the office of the Chairman of the Board and such other duties as
from time to time may be assigned to him by the Board of Directors.
Section 6. Duties of the President. The President shall be the Chief
Executive Officer of the Corporation and have direct supervision over the
business of the Corporation and its several officers, subject to the Board of
Directors, and shall consult with and report to the Board. Except as otherwise
provided in these Bylaws or the resolutions establishing such committees, he
shall be ex officio a member of all committees of the Board (with the exception
that he shall not be ex officio a member of the Audit Committee nor will he
participate in any deliberations regarding his own compensation on any
compensation committee established by the Board of Directors) with power to
vote, and in the incapacity of the Chairman of the Board, the President shall
perform the duties of the Chairman of the Board and in the incapacity of the
Chairman of the Board or, in the absence of the Chairman of the Board and upon
his designation, the President shall preside at all meetings of shareholders,
the Board of Directors and all committees of the Board of Directors of which he
is a member. The President may sign and execute in the name of the Corporation
deeds, mortgages, bonds, contracts or other instruments, except in cases where
the signing and the execution thereof shall be expressly delegated by the Board
of Directors or by these Bylaws to some other officer or agent of the
Corporation or shall be required by law otherwise to be signed or executed. In
addition, he shall perform all duties incident to the office of the President
and such other duties as from time to time may be assigned to him by the Board
of Director.
Section 7. Duties of the Vice President. Each Vice President of the
Corporation (including any Executive Vice President and Senior Vice President)
shall have powers and duties as may from time to time be assigned to him by the
Board of Directors or the President. When there shall be more than one Vice
President of the Corporation, the Board of Directors may from time to time
designate one of them to perform the duties of the President in the absence of
the President. Any Vice President of the Corporation may sign and execute in the
name of the Corporation deeds, mortgages, bonds, contracts and other
instruments, except in cases where the signing and execution thereof shall be
expressly delegated by the Board of Directors or by these Bylaws to some other
officer or agent of the Corporation or shall be required by law otherwise to be
signed or executed.
Section 8. Duties of the Treasurer. The Treasurer shall have charge and
custody of and be responsible for all funds and securities of the Corporation,
and shall cause all such funds and securities to be deposited in such banks and
depositories as the Board of Directors from time to time may direct. He shall
maintain adequate accounts and records of all assets, liabilities and
transactions of the Corporation in accordance with generally accepted accounting
practices; shall exhibit his accounts and records to any of the directors of the
Corporation at any time upon request at the office of the Corporation; shall
render such statements of his accounts and records and such other statements to
the Board of Directors and officers as often and in such manner as they shall
require; and shall make and file (or supervise the making and filing of) all tax
returns required by law. He shall in general perform all duties incident to the
office of Treasurer and such other duties as from time to time may be assigned
to him by the Board of Directors or the President.
Section 9. Duties of the Secretary. The Secretary shall act as
secretary of all meetings of the Board of Directors, the Executive Committee and
all other Committees of the Board, and the shareholders of the Corporation, and
shall keep the minutes thereof in the proper book or books to be provided for
that purpose. He shall see that all notices required to be given by the
Corporation are duly given and served; shall have custody of the seal of the
Corporation and shall affix the seal or cause it to be affixed to all
certificates for stock of the Corporation and to all documents the execution of
which on behalf of the Corporation under its corporate seal is duly authorized
in accordance with the provisions of these Bylaws; shall have custody of all
deeds, leases, contracts and other important corporate documents; shall have
charge of the books, records and papers of the Corporation relating to its
organization and management as a Corporation; shall see that the reports,
statements and other documents required by law (except tax returns) are properly
filed; and shall, in general, perform all the duties incident to the office of
Secretary and such other duties as from time to time may be assigned to him by
the Board of Directors or the President.
Section 10. Other Duties of Officers. Any officer of the Corporation
shall have, in addition to the duties prescribed herein or by law, such other
duties as from time to time shall be prescribed by the Board of Directors or the
President.
ARTICLE V
Capital Stock
Section 1. Form of Shares. The shares of capital stock of the
Corporation may be certificated or uncertificated, as provided under Virginia
law. Transfer agents and/or registrars for one or more classes of the stock of
the Corporation may be appointed by the Board of Directors and may be required
to countersign certificates, when issued, representing stock of such class or
classes. In the event that any officer whose signature or facsimile thereof
shall have been used on a stock certificate shall for any reason cease to be an
officer of the Corporation and such certificate shall not then have been
delivered by the Corporation, the Board of Directors may nevertheless adopt such
certificate and it may then be issued and delivered as though such person had
not ceased to be an officer of the Corporation.
Section 2. Lost, Destroyed and Mutilated Certificates. Holders of the
capital stock of the Corporation shall immediately notify the Corporation of any
loss, destruction or mutilation of any certificate for any shares, and the Board
of Directors may, in its discretion, cause one or more new certificates to be
issued or a written confirmation of the Corporation's records for the same
number of shares in the aggregate to be delivered to such stockholder upon the
surrender of the mutilated certificate or upon satisfactory proof of such loss
or destruction, and the deposit of a bond in such form and amount and with such
surety as the Board of Directors may require.
Section 3. Transfer of Stock. The capital stock of the Corporation
shall be transferable or assignable only on the books of the Corporation by the
holder(s) in person or by attorney and upon surrender of the certificate for
such shares, if any, duly endorsed and, if sought to be transferred by attorney,
accompanied by a written power of attorney to have the same transferred on the
books of the Corporation. The Board of Directors may prescribe such other
procedures for the transfer or assignment of the capital stock of the
Corporation as it may deem appropriate. The Corporation will recognize the
exclusive right of the person registered on its books as the owner of shares to
receive dividends and to vote as such owner.
Section 4. Fixing Record Date. For the purpose of determining
shareholders entitled to notice of or to vote at any meeting of the shareholders
or any adjournment thereof, or entitled to receive payment for any dividend, or
in order to make a determination of shareholders for any other proper purpose,
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 prior to the date on which the particular action, requiring such
determination of shareholders, is to be taken. If no record date is fixed for
the determination of shareholders entitled to notice of or to vote at a meeting
of shareholders, or shareholders entitled to receive payment of a dividend, the
date on which notice of the meeting is mailed or the date on which the
resolution of the Board of Directors declaring such dividend is adopted, as the
case may be, shall be the record date for such determination of shareholders.
When a determination of shareholders entitled to vote at any meeting of
shareholders has been made as provided in this section such determination shall
apply to any adjournment thereof.
ARTICLE VI
Miscellaneous Provisions
Section 1. Seal. The seal of the Corporation shall consist of a
flat-face circular die, of which there may be any number of counterparts, on
which there shall be engraved in the center the words
"Shore Financial Corporation."
Section 2. Fiscal Year. The fiscal year of the Corporation shall end
on December 31 of each year, and shall consist of such accounting periods as
may be recommended by the Treasurer and approved by the Executive Committee.
Section 3. Books and Records. The Corporation shall keep correct and
complete books and records of accounts and shall keep minutes of the proceedings
of its shareholders and Board of Directors; 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, class and series of the shares being held.
The Board of Directors shall, subject to the provisions of Section 7 of
Article I and to the laws of the Commonwealth of Virginia, have the power to
determine from time to time whether and to what extent and under what conditions
and limitations the accounts, records and books of the Corporation, or any of
them, shall be open to the inspection of the shareholders.
Section 4. Checks, Notes and Drafts. Checks, notes, drafts and other
orders for the payment of money shall be signed by such persons as the Board of
Directors from time to time may authorize. When the Board of Directors so
authorizes, however, the signature of any such person may be a facsimile.
Section 5. Amendment of Bylaws. These Bylaws may be amended, in whole
or in part, by at least a two thirds (2/3) vote of the Board of Directors, or by
the holders of at least two-thirds (2/3) of all shares entitled to vote by each
voting group of the shareholders of the Corporation, at any meeting of the Board
of Directors or of the shareholders, as the case may be, except that the
shareholder vote for Bylaw amendments that have been recommended to the
shareholders by an at least two-thirds (2/3) vote of the Board of Directors
shall require only a majority of all votes entitled to be cast by each voting
group. Bylaws made or amended by the Board of Directors may be altered or
repealed by the shareholders, but shall remain in effect unless and until such
action be taken by the shareholders.
Section 6. Voting of Stock Held. Unless otherwise provided by
resolution of the Board of Directors or of the Executive Committee, the Chairman
of the Board, the President or any Executive Vice President shall from time to
time appoint an attorney or attorneys or agent or agents of this Corporation, in
the name and on behalf of this Corporation, to cast the vote which this
Corporation may be entitled to cast as a shareholder or otherwise in any other
corporation, any of whose stock or securities may be held in this Corporation,
at meetings of the holders of the stock or other securities of such other
corporation, or to consent in writing to any action by any of such other
corporation, and shall instruct the person or persons so appointed as to the
manner of casting such votes or giving such consent and may execute or cause to
be executed on behalf of this Corporation and under its corporate seal or
otherwise, such written proxies, consents, waivers or other instruments as may
be necessary or proper in the premises; or, in lieu of such appointments, the
Chairman of the Board, the President or any Executive Vice President may attend
in person any meetings off the holders of stock or other securities of any such
other corporation and there vote or exercise any or all power of this
Corporation as the holder of such stock or other securities of such other
corporation.
Section 7. Implied Amendments. Any action taken or authorized by the
shareholders or by the Board of Directors which would be inconsistent with the
Bylaws then in effect, but which is taken or authorized by the affirmative vote
of not less than that number of shares or the number of directors that would be
required to amend these Bylaws so that the Bylaws would be consistent with such
action, shall be given the same effect as if these Bylaws had been temporarily
amended or suspended to the extent necessary to permit the specific action so
taken or authorized.