RF » Topics » ARTICLE IV. OFFICERS

This excerpt taken from the RF 8-K filed Apr 22, 2008.

ARTICLE IV. OFFICERS

 

Section 1. Officers:

The officers of the Corporation shall be a Chief Executive Officer, a President, such Vice-Presidents as shall from time to time be deemed necessary, a Secretary, a Chief Financial Officer, and such other officers as may be deemed appropriate. A Chairman of the Board and one or more Vice-Chairman may also be elected. All such officers shall be elected by the Board of Directors and shall hold office until their successors are elected and qualified. None of the officers of the Corporation need be Directors. More than one office may be held by the same person.

 

Section 2. Chairman of the Board:

In the event there is a Chairman of the Board, he shall preside at all meetings of the Board of Directors and stockholders. He shall have and perform such duties as usually devolve upon his office and such other duties as are prescribed by the By-Laws and by the Board of Directors. In the absence or inability to act of the Chairman of the Board in such capacity, the Chief Executive Officer shall have and exercise all the powers and duties of such office and shall preside at all meetings of the Board of Directors, and in the absence or inability to act of the Chief Executive Officer pursuant to the foregoing, the President shall have and exercise all the powers and duties of such office and shall preside at all meetings of the Board of Directors, and in the absence or inability to act of the President pursuant to the foregoing, any Vice-Chairman shall have and exercise all the powers and duties of such office and shall preside at all meetings of the Board of Directors, and in the absence or inability to act of any Vice-Chairman pursuant to the foregoing, the other Directors shall appoint an officer or director of the Corporation to have and exercise all such powers and duties of such office as may be appropriate and shall elect one of their number to preside at the meeting.

 

Section 3. Chief Executive Officer:

The Chairman of the Board or the President, as may be designated by the Board of Directors, shall serve as the Chief Executive Officer of the Corporation. Subject to the control of the Board of Directors, he shall be vested with authority to act for the Corporation, and shall have general and active management of the business of the Corporation and such other general powers and duties of supervision and management as usually devolve upon such office and as may be prescribed from time to time by the Board of Directors.

 

Section 4. Vice-Chairman:

In the event there is a Vice-Chairman of the Board, he shall have and perform such duties as are prescribed from time to time by the Board of Directors.

 

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Section 5. President:

The President shall perform such duties as usually devolve upon his office and such other duties as are prescribed by the By-Laws, by the Board of Directors, and by the Chairman of the Board.

 

Section 6. Vice-Presidents:

The Vice-Presidents shall perform such duties as may be assigned to them from time to time by the By-Laws, the Board of Directors, the Chairman of the Board, or the President.

 

Section 7. Chief Financial Officer:

The Chief Financial Officer or his designee shall have custody of all funds of the Corporation. He or his designee shall have and perform such duties as are incident to the office of Chief Financial Officer and such other duties as may from time to time be assigned to him by the Board of Directors, the Chairman of the Board, or the President.

 

Section 8. Secretary:

The Secretary shall keep minutes of all meetings of the stockholders and the Board of Directors unless otherwise directed by those bodies. He shall have custody of the corporate seal, and the Secretary or any Assistant Secretary shall affix the same to all instruments or papers requiring the seal of the Corporation. The Secretary, or in his absence, any Assistant Secretary, shall attend to the giving and serving of all notices of the Corporation. He shall perform all the duties incident to the office of Secretary, subject to the control of the Board of Directors, and shall do and perform such other duties as may from time to time be assigned by the Board of Directors, the Chairman of the Board, or the President.

 

Section 9. Other Officers and Agents:

The Board of Directors may appoint such other officers and agents as it may deem advisable, who shall exercise such powers and perform such duties as shall be determined from time to time by the Board of Directors.

 

Section 10. Election and Term:

The officers of the Corporation shall be elected annually by the Board of Directors. The Board of Directors may delegate the authority to appoint officers holding the position of Executive Vice President and below in accordance with procedures established or modified by the Board from time to time. Each officer shall hold office at the pleasure of the Board of Directors until his death, resignation, retirement, or removal.

 

Section 11. Executive Council.

 

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There shall be an officers’ committee of the Corporation (the “Executive Council”), which shall consist of such officers of the Corporation and its subsidiaries as may be appointed to sit thereon by the Chief Executive Officer. The chairman of the committee shall be the Chief Executive Officer, and the committee shall meet at the chairman’s call.

The Executive Council shall develop, publish, and implement policies and procedures for the operation of the Corporation and its subsidiaries and affiliates. The Board of Directors shall have the right to amend or revoke actions of the Executive Council. The Executive Council may amend, make additions to, or deletions from, or revoke such policies and procedures, to the extent the committee deems such actions to be necessary and desirable. In addition to the duties prescribed above, the Executive Council shall have such other and further duties and responsibilities as may from time to time be assigned to it by the Board of Directors or the Chief Executive Officer.

This excerpt taken from the RF 8-K filed Jul 19, 2007.

Section 1. Officers:

The officers of the Corporation shall be a Chief Executive Officer, a President, such Vice-Presidents as shall from time to time be deemed necessary, a Secretary, a Comptroller, and such other officers as may be deemed appropriate. A Chairman of the Board and one or more Vice-Chairman may also be elected. All such officers shall be elected by the Board of Directors and shall hold office until their successors are elected and qualified. None of the officers of the Corporation need be Directors. More than one office may be held by the same person.

This excerpt taken from the RF 8-K filed Apr 20, 2007.

Section 1. Officers:

The officers of the Corporation shall be a Chief Executive Officer, a President, such Vice-Presidents as shall from time to time be deemed necessary, a Secretary, a Comptroller, and such other officers as may be deemed appropriate. A Chairman of the Board and one or more Vice-Chairman may also be elected. All such officers shall be elected by the Board of Directors and shall hold office until their successors are elected and qualified. None of the officers of the Corporation need be Directors. More than one office may be held by the same person.

This excerpt taken from the RF 8-K filed Mar 14, 2007.

Section 1. Officers:

The officers of the Corporation shall be a Chief Executive Officer, a President, such Vice-Presidents as shall from time to time be deemed necessary, a Secretary, a Comptroller, and such other officers as may be deemed appropriate. A Chairman of the Board and one or more Vice-Chairman may also be elected. All such officers shall be elected by the Board of Directors and shall hold office until their successors are elected and qualified. None of the officers of the Corporation need be Directors. More than one office may be held by the same person.

This excerpt taken from the RF 10-K filed Mar 1, 2007.

ARTICLE IV. OFFICERS

 

Section 1. Officers:

The officers of the Corporation shall be a Chief Executive Officer, a President, such Vice-Presidents as shall from time to time be deemed necessary, a Secretary, a Comptroller, and such other officers as may be deemed appropriate. A Chairman of the Board and one or more Vice-Chairman may also be elected. All such officers shall be elected by the Board of Directors and shall hold office until their successors are elected and qualified. None of the officers of the Corporation need be Directors. More than one office may be held by the same person.

 

Section 2. Chairman of the Board:

In the event there is a Chairman of the Board, he shall preside at all meetings of the Board of Directors and stockholders. He shall have and perform such duties as usually devolve upon his office and such other duties as are prescribed by the By-Laws and by the Board of Directors. In the absence or inability to act of the Chairman of the Board in such capacity, the Chief Executive

 

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Officer shall have and exercise all the powers and duties of such office and shall preside at all meetings of the Board of Directors, and in the absence or inability to act of the Chief Executive Officer pursuant to the foregoing, the President shall have and exercise all the powers and duties of such office and shall preside at all meetings of the Board of Directors, and in the absence or inability to act of the President pursuant to the foregoing, any Vice-Chairman shall have and exercise all the powers and duties of such office and shall preside at all meetings of the Board of Directors, and in the absence or inability to act of any Vice-Chairman pursuant to the foregoing, the other Directors shall appoint an officer or director of the Corporation to have and exercise all such powers and duties of such office as may be appropriate and shall elect one of their number to preside at the meeting.

 

Section 3. Chief Executive Officer:

The Chairman of the Board or the President, as may be designated by the Board of Directors, shall serve as the Chief Executive Officer of the Corporation. Subject to the control of the Board of Directors, he shall be vested with authority to act for the Corporation, and shall have general and active management of the business of the Corporation and such other general powers and duties of supervision and management as usually devolve upon such office and as may be prescribed from time to time by the Board of Directors.

 

Section 4. Vice-Chairman:

In the event there is a Vice-Chairman of the Board, he shall have and perform such duties as are prescribed from time to time by the Board of Directors.

 

Section 5. President:

The President shall perform such duties as usually devolve upon his office and such other duties as are prescribed by the By-Laws, by the Board of Directors, and by the Chairman of the Board.

 

Section 6. Vice-Presidents:

The Vice-Presidents shall perform such duties as may be assigned to them from time to time by the By-Laws, the Board of Directors, the Chairman of the Board, or the President.

 

Section 7. Comptroller:

The Comptroller shall have custody of all funds of the Corporation. He shall have and perform such duties as are incident to the office of Comptroller and such other duties as may from time to time be assigned to him by the Board of Directors, the Chairman of the Board, or the President.

 

Section 8. Secretary:

The Secretary shall keep minutes of all meetings of the stockholders and the Board of Directors unless otherwise directed by those bodies. He shall have custody of the corporate seal, and the Secretary or any Assistant Secretary shall affix the same to all instruments or papers requiring the seal of the Corporation. The Secretary, or in his absence, any Assistant Secretary, shall attend to the giving and serving of all notices of the Corporation. He shall perform all the duties incident to the office of Secretary, subject to the control of the Board of Directors, and shall do and perform such other duties as may from time to time be assigned by the Board of Directors, the Chairman of the Board, or the President.

 

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Section 9. Other Officers and Agents:

The Board of Directors may appoint such other officers and agents as it may deem advisable, who shall exercise such powers and perform such duties as shall be determined from time to time by the Board of Directors.

 

Section 10. Election and Term:

The officers of the Corporation shall be elected annually by the Board of Directors. Except as provided in Section 11 of this Article IV, each officer shall hold office at the pleasure of the Board of Directors until his death, resignation, retirement, or removal.

 

Section 11. Chairman and CEO Positions; Board Composition:

(A) The Board of Directors of the Corporation has resolved that, effective as of the Effective Time (as defined in the Agreement and Plan of Merger, dated as of May 24, 2006, by and between Regions Financial Corporation and AmSouth Bancorporation, as the same may be amended from time to time (the “MERGER AGREEMENT”)), and notwithstanding any other provision of these By-Laws that may be to the contrary, C. Dowd Ritter shall serve as President and Chief Executive Officer of the Corporation and Jackson W. Moore shall serve as the Chairman of the Board of Directors of the Corporation. During the period that Jackson W. Moore is serving as Chairman of the Board of Directors of the Corporation, and notwithstanding any other provision of these By-Laws that may be to the contrary, the Chairman of the Board of Directors shall, in addition to any other duties that usually devolve upon his office and such other duties as are prescribed by the By-Laws and by the Board of Directors, preside at all meetings of the Board of Directors and stockholders (subject to the third sentence of Section 2 of this Article IV), shall, subject to applicable law or stock exchange rule, attend all meetings of committees of the Board of Directors and shall participate in any regular meetings of management of the Corporation; and the President and Chief Executive Officer of the Corporation shall have the authority and duties contemplated for the Chief Executive Officer of the Corporation by Section 3 of this Article IV. In the event that, prior to the third anniversary of the Closing Date, Jackson W. Moore resigns or retires from his position as Chairman of the Board of Directors of the Corporation and C. Dowd Ritter is then continuing to serve as the President and Chief Executive Officer of the Corporation, C. Dowd Ritter will also assume the position of Chairman of the Board of Directors of the Corporation.

(B) Effective as of the Effective Time, the Board of Directors of the Corporation shall be comprised of twenty-one (21) directors (plus up to two additional directors solely as contemplated by the following parenthetical phrases), of which twelve (12) (plus up to one additional director to be added after the date of the Merger Agreement and prior to the Effective Time with the mutual agreement of Regions and AmSouth) shall be members of the Board of Directors of the Corporation prior to the Effective Time (as defined in the Merger Agreement) chosen by the Corporation prior to the Effective Time (the “FORMER REGIONS DIRECTORS”) and nine (9) (plus up to one additional director to be added after the date of the Merger Agreement and prior to the Effective Time with the mutual agreement of Regions and AmSouth) of which shall be former members of the Board of Directors of AmSouth chosen by AmSouth prior to the Effective Time (the “FORMER AMSOUTH DIRECTORS”) and the Former Regions Directors and the Former AmSouth Directors shall be apportioned among the three classes of the Board of Directors in a manner as nearly equal as possible. From and after the Effective Time through the third anniversary of the Closing Date (as defined in the Merger Agreement), all vacancies on the Board of Directors

 

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of the Corporation created by the cessation of service of a Former Regions Director shall be filled by a nominee proposed to the nominating committee of the Board of Directors of the Corporation by a majority of the remaining Former Regions Directors, and all vacancies on the Board of Directors of the Corporation created by the cessation of service of a Former AmSouth Director shall be filled by a nominee proposed to the nominating committee of the Board of Directors of the Corporation by a majority of the remaining Former AmSouth Directors, and all directors so nominated and appointed or elected to the Board of Directors of the Corporation by proposal of the Former Regions Directors shall be considered “Former Regions Directors” for purposes of this Section 11 and all directors so nominated and appointed or elected to the Board of Directors of the Corporation by proposal of the Former AmSouth Directors shall be considered “Former AmSouth Directors” for purposes of this Section 11.

(C) The removal of C. Dowd Ritter or Jackson W. Moore from, or the failure to appoint or re-elect C. Dowd Ritter or Jackson W. Moore to, any of the positions specifically provided for in this Section 11, and any amendment to or termination of any employment agreement with C. Dowd Ritter or Jackson W. Moore or of the authorities or duties thereof pursuant to Section (a) hereof, prior to the third anniversary of the Closing Date and any determination not to nominate C. Dowd Ritter or Jackson W. Moore as a Director of the Corporation, prior to the third anniversary of the Closing Date, shall each require the affirmative vote of at least 75% of the full Board of Directors.

(D) Until the third anniversary of the Closing Date, each of the Applicable Committees shall be chaired by one member of the Board of Directors (each, a “Committee Chairman”), and, subject to any relevant independence and expertise requirements under applicable law or stock exchange rule, at any particular time two Committee Chairmen shall have been selected from among the Former Regions Directors and two Committee Chairmen shall have been selected from among the Former AmSouth Directors. For purposes of this Section 11(d), “Applicable Committees” shall mean the Audit Committee, the Nominating and Corporate Governance Committee, the Compensation Committee and the Risk Management Committee of the Board of Directors (or any successor committee to any such committee). Until the third anniversary of the Closing Date, subject to any relevant independence and expertise requirements under applicable law or stock exchange rule, the membership of the Nominating and Corporate Governance Committee shall include an equal number of Former Regions Directors and Former AmSouth Directors.

(E) The provisions of this Section 11 may be modified, amended or repealed, and any By-law provision inconsistent with the provisions of this Section 11 may be adopted, only by an affirmative vote of at least 75% of the full Board of Directors. In the event of any inconsistency between any provision of this Section 11 and any other provision of these By-laws or the Corporation’s other constituent documents, the provisions of this Section 11 are intended to control.

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