MSFG » Topics » DIRECTORS

This excerpt taken from the MSFG 8-K filed Jul 21, 2009.

DIRECTORS

 

3.1  GENERAL POWERS. The business affairs of the Corporation shall be managed by its Board of Directors.

 

3.2  NUMBER, TENURE AND QUALIFICATIONS. The number of directors of the Corporation shall be not less than five (5) and no more than fifteen (15), as fixed by resolution of the Board of Directors from time to time. Each director shall hold office for the term for which he was elected and until his successor shall be elected and qualified, whichever period is longer, or until his death or until he shall resign or shall have been removed in the manner hereinafter provided.

 

3.3  REMOVAL AND RESIGNATIONS. Subject to the rights of the holders of any series of Preferred Shares then outstanding, at a meeting of shareholders called expressly for the purpose of removing one or more directors, 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 at an election of directors. Whenever any voting group is entitled to elect one or more directors by the provisions of the Articles of Incorporation, the provisions of this Section shall apply, in respect to the removal of a director or directors so elected by such voting group, to the vote of the voting group and not to the vote of the outstanding shares as a whole. Any member of the Board of Directors may resign from the Board of Directors at any time by giving written notice to the Chairman of the Board or Secretary of the Corporation, and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

 

3.4  ANNUAL AND REGULAR MEETINGS. An annual meeting of the Board of Directors shall be held without other notice than this Bylaw immediately after, and at the same place as, the annual meeting of shareholders. The Board of Directors may provide by resolution the time and place, either within or outside the State of Indiana, for the holding of regular meetings without other notice than such resolution.

 

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3.5  SPECIAL MEETINGS. Special meetings of the Board of Directors may be called by, or at the request of, the Chairman of the Board, the President of the Corporation, or by any two directors. All special meetings of the Board of Directors shall be held at the principal office of the Corporation unless some other place shall be specified in the notice of the meeting.

 

3.6  NOTICE. Notice of any special meeting shall be given at least 24 hours prior thereto, either in person or by telephone, or in written form delivered personally or by any form of wire or wireless written communication or by mail, to each director.  Any director may waive notice of any meeting. The attendance of a director at any meeting shall constitute a waiver of notice of such meeting, except where a director at the beginning of the meeting (or promptly upon the director’s arrival) objects to holding the meeting or transacting business at the meeting and does not thereafter vote for or assent to action taken at the meeting. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors need be specified in the notice or waiver of notice of such meeting.

 

3.7  QUORUM. A majority of the number of directors determined in accordance with Section 3.2 of these Bylaws shall constitute a quorum for the transaction of business at any meeting of the Board of Directors, provided, if less than a majority of the directors are present at said meeting, a majority of the directors present may adjourn the meeting from time to time without further notice.

 

3.8  ORGANIZATION. Meetings of the Board of Directors shall be presided over by the Chairman of the Board, or in his absence the Vice-Chairman, if any, or in the absence of the Vice Chairman, if any, the President, or in his absence by a chairman chosen at the meeting. The Secretary shall act as secretary of the meeting, but in his absence the chairman of the meeting may appoint any person to act as secretary of the meeting.

 

3.9  MANNER OF ACTING. The act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors, unless otherwise required by the Articles of Incorporation.

 

3.10  PARTICIPATION BY TELEPHONIC MEANS. Members of the Board of Directors, or of any committee designated by the Board of Directors, may participate in a meeting of such Board or committee by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear and speak to each other at the same time, and participation in a meeting pursuant to this provision shall constitute presence in person at the meeting.

 

3.11  NEWLY CREATED DIRECTORSHIPS AND VACANCIES. Subject to the rights of the holders of any series of Preferred Shares then outstanding, newly created directorships resulting from any increase in the authorized number of directors shall, and any vacancies in the Board of Directors resulting from death, resignation, retirement, disqualification, removal from office or other cause may, be filled by a majority of the remaining directors then in office, and directors so chosen shall serve for a term expiring at the next annual meeting of shareholders and until his successor shall have been duly elected and qualified, or until his earlier resignation or

 

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removal. No decrease in the number of directors constituting the Board of Directors shall shorten the term of any incumbent director.

 

3.12  COMPENSATION. Directors may be paid their expenses, if any, of attendance at each meeting of the Board of Directors and may be paid a stated salary as director, a fixed sum for attendance at each meeting of the Board of Directors or some combination thereof. 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 also be allowed compensation for attending committee meetings.

 

3.13  ACTION BY WRITTEN CONSENT. Any action required or permitted to be taken by the Board of Directors at a meeting may be taken without a meeting if the action is taken by all directors. Any such action shall be evidenced by one (1) or more written consents describing the action taken, signed by each director, and included in the minutes or filed with the corporate records reflecting the action taken.

 

3.14  NOMINATIONS OF DIRECTOR CANDIDATES. Only persons who are nominated in accordance with the procedures set forth in this Section 3.14 shall be eligible for election as directors. The Board of Directors shall appoint at least two members of the Board who satisfy the requirements to be considered an “independent director” under the rules of the National Association of Securities Dealers, Inc. and the Securities Exchange Commission to a nominating committee.  Prior to the date notice of the annual meeting of shareholders is sent to the shareholders of the Corporation, the nominating committee shall recommend to the Board of Directors the slate of management nominees for election as directors.  Based upon such recommendation, the Board of Directors shall select the management nominees for election as directors.  Shareholders of the Corporation may also nominate directors for election, provided such nominations are made pursuant to timely notice in writing to the nominating committee, care of the Secretary of the Corporation. To be timely, a shareholder’s notice shall be delivered to or mailed and received at the principal office of the Corporation not less than 60 days nor more than 90 days prior to the meeting; provided, however, that in the event that less than 70 days’ notice or prior public disclosure of the date of the meeting is given or made to shareholders, notice by the shareholder to be timely must be so received not later than the close of business on the 10th day following the day on which such notice of the date of the meeting was mailed or such public disclosure was made. Such shareholders’ notice shall set forth such information as the nominating committee shall determine.

 

3.15  STAGGERED TERMS.  The Board of Directors of the Corporation shall not be governed by the provisions of Indiana Code § 23-1-33-6(c) regarding staggered terms of directors.

 

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This excerpt taken from the MSFG 8-K filed Jul 25, 2007.

DIRECTORS

3.1  GENERAL POWERS. The business affairs of the Corporation shall be managed by its Board of Directors.

3.2  NUMBER, TENURE AND QUALIFICATIONS. The number of directors of the Corporation shall be not less than five (5) and no more than fifteen (15), as fixed by resolution of the Board of Directors from time to time. Each director shall hold office for the term for which he was elected and until his successor shall be elected and qualified, whichever period is longer, or until his death or until he shall resign or shall have been removed in the manner hereinafter provided.

3.3  REMOVAL AND RESIGNATIONS. Subject to the rights of the holders of any series of Preferred Shares then outstanding, at a meeting of shareholders called expressly for the purpose of removing one or more directors, 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 at an election of directors. Whenever any voting group is entitled to elect one or more directors by the provisions of the Articles of Incorporation, the provisions of this Section shall apply, in respect to the removal of a director or directors so elected by such voting group, to the vote of the voting group and not to the vote of the outstanding shares as a whole. Any member of the Board of Directors may resign from the Board of Directors at any time by giving written notice to the Chairman of the Board or Secretary of the Corporation, and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

3.4  ANNUAL AND REGULAR MEETINGS. An annual meeting of the Board of Directors shall be held without other notice than this Bylaw immediately after, and at the same place as, the annual meeting of shareholders. The Board of Directors may provide by resolution the time and place, either within or outside the State of Indiana, for the holding of regular meetings without other notice than such resolution.




3.5  SPECIAL MEETINGS. Special meetings of the Board of Directors may be called by, or at the request of, the Chairman of the Board, the President of the Corporation, or by any two directors. All special meetings of the Board of Directors shall be held at the principal office of the Corporation unless some other place shall be specified in the notice of the meeting.

3.6  NOTICE. Notice of any special meeting shall be given at least 24 hours prior thereto, either in person or by telephone, or in written form delivered personally or by any form of wire or wireless written communication or by mail, to each director.  Any director may waive notice of any meeting. The attendance of a director at any meeting shall constitute a waiver of notice of such meeting, except where a director at the beginning of the meeting (or promptly upon the director’s arrival) objects to holding the meeting or transacting business at the meeting and does not thereafter vote for or assent to action taken at the meeting. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors need be specified in the notice or waiver of notice of such meeting.

3.7  QUORUM. A majority of the number of directors determined in accordance with Section 3.2 of these Bylaws shall constitute a quorum for the transaction of business at any meeting of the Board of Directors, provided, if less than a majority of the directors are present at said meeting, a majority of the directors present may adjourn the meeting from time to time without further notice.

3.8  ORGANIZATION. Meetings of the Board of Directors shall be presided over by the Chairman of the Board, or in his absence the Vice-Chairman, if any, or in the absence of the Vice Chairman, if any, the President, or in his absence by a chairman chosen at the meeting. The Secretary shall act as secretary of the meeting, but in his absence the chairman of the meeting may appoint any person to act as secretary of the meeting.

3.9  MANNER OF ACTING. The act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors, unless otherwise required by the Articles of Incorporation.

3.10  PARTICIPATION BY TELEPHONIC MEANS. Members of the Board of Directors, or of any committee designated by the Board of Directors, may participate in a meeting of such Board or committee by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear and speak to each other at the same time, and participation in a meeting pursuant to this provision shall constitute presence in person at the meeting.

3.11  NEWLY CREATED DIRECTORSHIPS AND VACANCIES. Subject to the rights of the holders of any series of Preferred Shares then outstanding, newly created directorships resulting from any increase in the authorized number of directors shall, and any vacancies in the Board of Directors resulting from death, resignation, retirement, disqualification, removal from office or other cause may, be filled by a majority of the remaining directors then in office, and directors so chosen shall serve for a term expiring at the next annual meeting of shareholders and until his successor shall have been duly elected and qualified, or until his earlier resignation or removal. No decrease in the number of directors constituting the Board of Directors shall shorten




the term of any incumbent director.

3.12  COMPENSATION. Directors may be paid their expenses, if any, of attendance at each meeting of the Board of Directors and may be paid a stated salary as director, a fixed sum for attendance at each meeting of the Board of Directors or some combination thereof. 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 also be allowed compensation for attending committee meetings.

3.13  ACTION BY WRITTEN CONSENT. Any action required or permitted to be taken by the Board of Directors at a meeting may be taken without a meeting if the action is taken by all directors. Any such action shall be evidenced by one (1) or more written consents describing the action taken, signed by each director, and included in the minutes or filed with the corporate records reflecting the action taken.

3.14  NOMINATIONS OF DIRECTOR CANDIDATES. Only persons who are nominated in accordance with the procedures set forth in this Section 3.14 shall be eligible for election as directors. The Board of Directors shall appoint at least two members of the Board who satisfy the requirements to be considered an “independent director” under the rules of the National Association of Securities Dealers, Inc., to a nominating committee for selecting the management nominees for election as directors.  Shareholders of the Corporation may also nominate directors for election, provided such nominations are made pursuant to timely notice in writing to the nominating committee, care of the Secretary of the Corporation. To be timely, a shareholder’s notice shall be delivered to or mailed and received at the principal office of the Corporation not less than 60 days nor more than 90 days prior to the meeting; provided, however, that in the event that less than 70 days’ notice or prior public disclosure of the date of the meeting is given or made to shareholders, notice by the shareholder to be timely must be so received not later than the close of business on the 10th day following the day on which such notice of the date of the meeting was mailed or such public disclosure was made. Such shareholders’ notice shall set forth such information as the nominating committee shall determine.

EXCERPTS ON THIS PAGE:

8-K
Jul 21, 2009
8-K
Jul 25, 2007
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