UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
Date of report (Date of earliest event reported):
January 26, 2016
First Horizon National Corporation
(Exact Name of Registrant as Specified in Charter)
TN |
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001-15185 |
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62-0803242 |
(State or Other Jurisdiction |
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(Commission File Number) |
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(IRS Employer |
of Incorporation) |
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Identification No.) |
165 MADISON AVENUE |
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MEMPHIS, TENNESSEE |
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38103 |
(Address of Principal Executive Office) |
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(Zip Code) |
Registrant’s telephone number, including
area code - (901) 523-4444
(Former name or former address, if changed from
last report)
Check the appropriate box below if the Form 8-K filing is
intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
ITEM 5.03. |
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year |
Amendment of Bylaws
On January 26, 2016, the Company’s
Board of Directors amended Section 3.2 of the Company’s Bylaws twice. The first amendment is effective immediately, and the
second amendment is effective on April 26, 2016.
The first amendment to Section 3.2 decreases
the size of the Company’s Board of Directors from twelve to eleven persons, effective immediately. This amendment eliminates
the vacancy created by the resignation of Robert B. Carter in November 2015.
The second amendment to Section 3.2 decreases
the size of the Company’s Board of Directors from eleven to ten persons, effective April 26, 2016. This amendment will eliminate
the vacancy created when the term of Vicky B. Gregg, who is not standing for re-election, expires at the 2016 annual meeting of
shareholders scheduled for April 26.
A copy of the Company’s Bylaws as
amended effective January 26, 2016 is filed as an exhibit with this Report. In Section 3.2 of that exhibit, language in square
brackets has been added (which is not part of the bylaws document) denoting the change that will become effective on April 26,
2016.
ITEM 9.01. |
Financial Statements and Exhibits |
The following exhibits are filed herewith:
Exhibit # |
Description |
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3.1 |
Bylaws of First Horizon National Corporation, as amended and restated effective January 26, 2016 |
All summaries and descriptions of documents, and of amendments thereto,
set forth above are qualified in their entirety by the documents themselves, whether filed as an exhibit hereto or filed as an
exhibit to a later report.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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First Horizon National Corporation |
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(Registrant) |
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Date: January 26, 2016 |
By: |
/s/ Clyde A. Billings, Jr. |
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Senior Vice President, Assistant |
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General Counsel, and Corporate Secretary |
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EXHIBIT INDEX
EX-3.1 |
Bylaws of First Horizon National Corporation, as amended
and restated effective January 26, 2016 |
Exhibit 3.1
BYLAWS OF
FIRST HORIZON NATIONAL CORPORATION
(As Amended and Restated Effective January 26, 2016)
ARTICLE ONE
OFFICES
1.1 Principal Office. The
principal office of First Horizon National Corporation (the “Corporation”) shall be 165 Madison Avenue, Memphis, Tennessee.
1.2 Other Offices. The
Corporation may have offices at such other places, either within or without the State of Tennessee, as the Board of Directors may
from time to time designate or as the business of the Corporation may from time to time require.
1.3 Registered Office.
The registered office of the Corporation required to be maintained in the State of Tennessee shall be the same as its principal
office and may be changed from time to time as provided by law.
ARTICLE TWO
SHAREHOLDERS
2.1 Place of Meetings.
Meetings of the shareholders of the Corporation may be held either in the State of Tennessee or elsewhere; but in the absence of
notice to the contrary, shareholders’ meetings shall be held at the principal office of the Corporation in Memphis, Tennessee.
2.2 Quorum and Adjournments.
The holders of a majority of the shares issued and outstanding and entitled to vote thereat, present in person or represented by
proxy, shall be requisite, and shall constitute a quorum at all meetings of the shareholders, for the transaction of business,
except as otherwise provided by law, the Restated Charter of the Corporation, as amended from time to time (the “Charter”),
or these Bylaws. In the event a quorum is not obtained at the meeting, the holders of a majority of the shares entitled to vote
thereat, present in person or by proxy, shall have power to adjourn the meeting from time to time and, whether or not a quorum
is obtained at the meeting, the Chairman of the meeting shall have the power to adjourn the meeting from time to time, in either
case without notice, except as otherwise provided by law, other than announcement at the meeting. At such adjourned meeting at
which the requisite amount of voting shares shall be represented, any business may be transacted which might have been transacted
at the meeting as originally notified.
2.3 Notice of Meetings.
Unless otherwise required by applicable law, written notice of the annual and each special meeting stating the date, time and place
of the meeting shall be mailed, postage prepaid, or otherwise delivered to each shareholder entitled to vote thereat at such address
as appears on the records of shareholders of the Corporation, at least ten (10) days, but not more than two (2) months, prior to
the meeting date. In addition, notice of any special meeting shall state the purpose or purposes for which the meeting is called
and the person or persons calling the meeting. In the event of an adjournment of a meeting to a date more than four months after
the date fixed for the original meeting or the Board of Directors fixes a new record date for the adjourned meeting, a new notice
of the adjourned meeting must be given to shareholders as of the new record date. Any previously scheduled meeting may be postponed,
and any special meeting may be canceled, by resolution of the Board of Directors upon public notice given prior to the date scheduled
for such meeting.
2.4 Annual Meetings. The
annual meeting of shareholders for the election of directors and for the transaction of such other business as may properly come
before the meeting shall be held each year on such date and at such time as the Board of Directors may fix by resolution by vote
of a majority of the entire Board of Directors. At the meeting, the shareholders shall elect by ballot directors to succeed the
directors whose terms expire at the meeting and may transact such other business as may properly come before the meeting.
2.5 Special Meetings. Special
meetings of the shareholders for any purpose or purposes, unless otherwise prescribed by statute, may be called by Chairman
of the Board and shall be called by the Chairman of the Board or the Secretary at the request in writing of a majority of the
Board of Directors. Only such business within the purpose or purposes described in the notice of the meeting may be conducted
at the meeting.
2.6 Waiver of Notice. Any
shareholder may waive in writing notice of any meeting either before, at or after the meeting. Attendance by a shareholder in person
or by proxy at a meeting shall constitute a waiver of objection to lack of notice or defective notice and a waiver of objection
to consideration of a matter that was not described in the meeting notice unless the shareholder objects in the manner required
by law.
2.7 Voting. Unless otherwise
required by the Charter, at each meeting of shareholders, each shareholder shall have one vote for each share of stock having voting
power registered in the shareholder’s name on the records of the Corporation on the record date for that meeting, and every
shareholder having the right to vote shall be entitled to vote in person or by proxy appointed by instrument in writing or any
other method permitted by law.
2.8 Procedures for Bringing Business
before Shareholder Meeting. At an annual or special meeting of shareholders, only such business shall be conducted, and
only such proposals shall be acted upon, as shall have been properly brought before an annual or special meeting of shareholders.
To be properly brought before an annual or special meeting of shareholders, business must be (i) in the case of a special meeting
called by the Chairman of the Board or at the request of the Board of Directors, specified in the notice of the special meeting
(or any supplement thereto), or (ii) in the case of an annual meeting properly brought before the meeting by or at the direction
of the Board of Directors or (iii) otherwise properly brought before the annual or special meeting by a shareholder. For business
to be properly brought before such a meeting of shareholders 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 delivered to or mailed and received
at the principal executive offices of the Corporation not less than 90 days nor more than 120 days prior to the date of the meeting;
provided, however, that if fewer than 100 days’ notice or prior public disclosure of the date of the meeting is given or
made to shareholders, notice by the shareholders to be timely must be so delivered or received not later than the close of business
on the 10th day following the earlier of (i) the day on which such notice of the date of such meeting was mailed or (ii) the day
on which such public disclosure was made. A shareholder’s notice to the Secretary shall set forth as to each matter the shareholder
proposes to bring before a meeting of shareholders (i) a brief description of the business desired to be brought before the meeting
and the reasons for conducting such business at the meeting, (ii) the name and address, as they appear on the Corporation’s
books, of the shareholder proposing such business and any other shareholders known by such shareholder to be supporting such proposal,
(iii) the class and number of shares of the Corporation which are beneficially owned by such shareholder on the date of such shareholder’s
notice and by any other shareholders known by such shareholder to be supporting such proposal on the date of such shareholder’s
notice, and (iv) any material interest of the shareholder in such proposal. Notwithstanding anything in these Bylaws to the contrary,
no business shall be conducted at a meeting of shareholders except in accordance with the procedures set forth in this Section
2.8. The Chairman of the meeting shall, if the facts warrant, determine and declare to the meeting that the business was not properly
brought before the meeting in accordance with the procedures prescribed by these Bylaws, and if the Chairman should so determine,
the Chairman shall so declare to the meeting and any such business not properly brought before the meeting shall not be transacted.
2.9 SEC Proxy Rules. In
addition to complying with the provisions of Section 2.8, a shareholder shall also comply with all applicable requirements of the
Securities Exchange Act of 1934 and the rules and regulations thereunder with respect to the matters set forth in Section 2.8.
Nothing in Section 2.8 shall be deemed to affect any rights of shareholders to request inclusion of proposals in the Corporation’s
proxy statement pursuant to rules of the Securities and Exchange Commission. For such proposals to be acted upon at a meeting,
however, compliance with the notice provisions of Section 2.8 is also required.
ARTICLE THREE
DIRECTORS
3.1 Powers of Directors. The
business and affairs of the Corporation shall be managed under the direction of and all corporate powers shall be exercised by
or under the authority of the Board of Directors.
3.2 Number
and Qualifications. The Board of Directors shall consist of eleven members. [“eleven”
is effective January 26, 2016, and will become “ten” effective April 26, 2016]
The Board of Directors has the power to change from time to time the number of directors specified in the preceding sentence. Any
such change in the
number of directors constituting the Corporation’s Board
Directors must be made exclusively by means of an amendment to these Bylaws adopted by a majority of the entire Board of Directors
then in office. Directors need not be shareholders of the Corporation nor residents of the State of Tennessee.
3.3 Term of Office. Except
as otherwise provided by law or by the Charter, the term of each director hereafter elected shall be from the time of his or her
election and qualification until the annual meeting next following such election and until a successor shall have been duly elected
and qualified; subject, however, to the right of the removal of any director as provided by law, by the Charter or by these Bylaws.
3.4 Compensation. The directors
shall be paid for their services on the Board of Directors and on any Committee thereof such compensation (which may include cash,
shares of stock of the Corporation and options thereon) and benefits together with reasonable expenses, if any, at such times as
may, from time to time, be determined by resolution adopted by a majority of the entire Board of Directors; provided that nothing
herein contained shall be construed to preclude any director from serving the Corporation in any other capacity and being compensated
therefor; provided further that if the Chairman of the Board is at the same time serving as the Chief Executive Officer of the
Corporation, he or she will not be compensated as a non-employee director for his or her service as Chairman.
3.5 Committees. The directors,
by resolution adopted by a majority of the entire Board of Directors, may designate an executive committee and other committees,
consisting of two or more directors, and may delegate to such committee or committees all such authority of the Board of Directors
that it deems desirable, including, without limitation, authority to appoint corporate officers, fix their salaries, and, to the
extent such is not provided by law, the Charter or these Bylaws, to establish their authority and responsibility, except that no
such committee or committees shall have and exercise the authority of the Board of Directors to:
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authorize distributions (which include dividend declarations), except according to a formula or method prescribed by the Board of Directors, |
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(b) |
fill vacancies on the Board of Directors or on any of its committees, |
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(c) |
adopt, amend or repeal bylaws, |
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(d) |
authorize or approve the reacquisition of shares, except according to a formula or method prescribed by the Board of Directors, or |
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authorize or approve the issuance or sale or contract for sale of shares, or determine the designation and relative rights, preferences and limitations of a class or series of shares, except that the Board of Directors may authorize a committee to do so within limits specifically prescribed by the Board of Directors. |
3.6 Procedures for Director Nominations.
Except as provided in Section 3.7 with respect to vacancies on the Board of Directors, only persons nominated in accordance with
the procedures set forth in this Section 3.6 shall be eligible for election as directors. Nominations of persons for election to
the Board of Directors may be made at a meeting of shareholders (i) by or at the direction of the Board of Directors, or (ii) by
any shareholder of the Corporation entitled to vote for the election of directors at such meeting who complies with the notice
procedures set forth in this Section 3.6. Such nominations, other than those made by or at the direction of the Board of Directors,
shall be made pursuant to timely notice in writing to the Secretary of the Corporation. To be timely, a shareholder’s notice
must be delivered to or mailed and received at the principal executive offices of the Corporation not less than 90 days nor more
than 120 days prior to the date of a meeting; provided, however, that if fewer than 100 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 delivered or received
not later than the close of business on the 10th day following the earlier of (i) the day on which such notice of the date of such
meeting was mailed or (ii) the day on which such public disclosure was made. A shareholder’s notice to the Secretary shall
set forth (i) as to each person whom the shareholder proposes to nominate for election or reelection as a director (a) the name,
age, business address and residence address of such person, (b) the principal occupation or employment of such person, (c) the
class and number of shares of the Corporation which are beneficially owned by such person on the date of
such shareholder’s notice and (d) any other information
relating to such person that is required to be disclosed in solicitations of proxies for election of directors or, is otherwise
required, in each case pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended (including, without limitation,
such person’s written consent to being named in the proxy statement as a nominee and to serving as a director if elected);
and (ii) as to the shareholder giving the notice (a) the name and address, as they appear on the Corporation’s books, of
such shareholder and any other shareholders known by such shareholder to be supporting such nominees and (b) the class and number
of shares of the Corporation which are beneficially owned by such shareholder on the date of such shareholder’s notice and
by any other shareholders known by such shareholder to be supporting such nominees on the date of such shareholder’s notice.
No person shall be eligible for election as a director of the Corporation unless nominated in accordance with the procedures set
forth in this Section 3.6. The Chairman of the meeting shall, if the facts warrant, determine and declare to the meeting that a
nomination was not made in accordance with the procedures prescribed by these Bylaws, and if the Chairman should so determine,
the Chairman shall so declare to the meeting and the defective nomination shall be disregarded.
3.7 Vacancies; Removal from Office.
Except as otherwise provided by law or by the Charter, newly created directorships resulting from any increase in the authorized
number of directors or any vacancies on the Board of Directors resulting from death, resignation, retirement, disqualification
or any other cause (except removal from office) shall be filled only by the Board of Directors, provided that a quorum is then
in office and present, or only by a majority of the directors then in office, if less than a quorum is then in office or by the
sole remaining director. Any vacancies on the Board of Directors resulting from removal from office may be filled by the affirmative
vote of the holders of at least a majority of the voting power of all outstanding voting stock or, if the shareholders do not so
fill such a vacancy, by a majority of the directors then in office. Directors elected to fill a newly created directorship or other
vacancy shall hold office for a term expiring at the next shareholders’ meeting at which directors are elected and until
such director’s successor has been duly elected and qualified. A director of the Corporation may be removed by the shareholders
only for cause by the affirmative vote of the holders of at least a majority of the voting power of all outstanding voting stock.
3.8 Place of Meetings. The
directors may hold meetings of the Board of Directors or of a committee thereof at the principal office of the Corporation in Memphis,
Tennessee, or at such other place or places, either in the State of Tennessee or elsewhere, as the Board of Directors or the members
of the committee, as applicable, may from time to time determine by resolution or by written consent or as may be specified in
the notice of the meeting.
3.9 Quorum. A majority
of the directors shall constitute a quorum for the transaction of business, but a smaller number may adjourn from time to time,
without further notice, if the time and place to which the meeting is adjourned are fixed at the meeting at which the adjournment
is taken and if the period of adjournment does not exceed thirty (30) days in any one (1) adjournment. The vote 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, unless the vote of
a greater number is required by law, the Charter, or these Bylaws.
3.10 Regular Meetings.
Following each annual meeting of shareholders, the newly elected directors, together with the incumbent directors whose terms do
not expire at such meeting, shall meet for the purpose of organization, the appointment of officers and the transaction of other
business, and, if a majority of the directors be present at such place, day and hour, no prior notice of such meeting shall be
required to be given to the directors. The place, day and hour of such meeting may also be fixed by resolution or by written consent
of the directors. In addition, the Board of Directors may approve an annual schedule for additional regular meetings of the Board
of Directors and of committees thereof.
3.11 Special Meetings. Special
meetings of the Board of Directors may be called by the Chairman of the Board, the Chief Executive Officer, or the President, and
shall be called by the Chairman of the Board or Secretary on the written request of a majority of directors then in office. Special
meetings of any committee of the Board of Directors may be called by the person or persons specified in the resolution of the Board
of Directors establishing the committee or, for any standing committee, by its chairperson. Advance notice of any special meeting
shall be given to each director or committee member, as appropriate, as provided in the next sentence. Each special meeting shall
be called: on two days’ notice by mail or other physical delivery service; on one day’s notice by telegram, cablegram,
telex, or other similar service; or on two hours’ notice given personally or by telephone, by facsimile transmission, or
by any electronic transmission method. The notice shall state the day and hour of the
meeting and the place where the meeting is to be held. Special
meetings of the directors may be held at any time on written waiver of notice or by consent of all the directors, either of which
may be given before, at the time of, or after the meeting. Each director is deemed to agree and consent to receive a notice of
any meeting in electronic form delivered by electronic transmission, provided however that a director may deliver to the Secretary
and the Chairman of the Board an explicit objection to such form or delivery method, in which case notice will be given to that
director in another form or by another method, as applicable. Any such objection shall apply only to the meeting to which it relates
unless it explicitly provides for ongoing effect; no such ongoing objection shall continue in effect after the director’s
then-current term ends.
3.12 Action without a Meeting.
(a) In lieu of a meeting of the Board
of Directors or of a committee thereof, directors may take any action which they are required or permitted to take, without a meeting,
by written consent setting forth the action so taken. Such written consent, singly or in counterparts, shall be signed by each
of the directors entitled to vote thereon and shall be delivered to an Authorized Recipient. The following persons are Authorized
Recipients of written consents: the Corporation’s Secretary, any Assistant Secretary, or any other person authorized by the
Board of Directors, the Secretary, or an Assistant Secretary in a particular case to receive written consents. If all the directors
entitled to vote consent to taking such action without a meeting, the affirmative vote of the number of directors necessary to
authorize or take such action at a meeting is the act of the Board of Directors or committee, as appropriate.
(b) Without limiting the generality of
the foregoing, any such action may be signed and delivered to the Corporation in conformity with any of, or any combination of,
the following:
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(i) |
A written consent may be signed manually or by facsimile. For this purpose “facsimile” includes any image of
a manual signature, whether on paper or in an electronic format. |
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(ii) |
A written consent may be signed electronically as permitted by law, except to the extent explicitly limited by these bylaws
or by Board action. Examples of electronic signatures include: the manual signature of the director created and placed on an electronic
written consent using a stylus or otherwise; the typed or other written name of the director appearing in an email, text message,
or other electronic communication where the context indicates the director’s intent for the name to constitute or have the
effect of a signature; and, within any electronic system which the Secretary or any Assistant Secretary has selected to use for
this purpose, marking or otherwise indicating electronically the director’s approval, disapproval, or other vote. Neither
such communication, nor any vote record created or retained by the system, need include the text of or a copy of the written consent
which is signed electronically so long as the Authorized Recipient can reasonably determine the relationship of the signature
to the consent signed. |
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(iii) |
A signed written consent on any physical medium may be delivered by any physical means. |
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(iv) |
A facsimile of a signed written consent may be delivered by any physical means or by any electronic transmission, subject
to paragraph (vi). Examples of the latter include: transmitting to an Authorized Recipient by email a scanned image of the manually
signed written consent or of a manually signed signature page thereof; and, transmitting to an Authorized Recipient by email the
electronic written consent document with the director’s signature, or a facsimile, electronically placed within the document. |
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(v) |
If a written consent is signed electronically, delivery to the Corporation may be accomplished by any electronic transmission,
subject to paragraph (vi). For example, the transmission by a director to an Authorized Recipient of an email which refers to
a written consent document previously delivered to the director, which indicates his or her vote(s) or recusal, and which includes
an electronic signature would be an acceptable means of delivery. |
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(vi) |
In the case of any delivery by electronic transmission: (A) the recipient must be able to receive and interpret the transmission
either by using the Corporation’s equipment and systems or by |
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using other equipment and systems which the recipient has available and is willing to use for this purpose; and (B) transmission
may be to the recipient’s Corporation-provided email address or text-enabled device, or (to the extent permitted by the
recipient either before or after receipt) may be to the recipient’s personal email address or text-enabled device. In the
latter case, the recipient’s permission may be express or implied from his or her actions following receipt. |
(c) A director may change or revoke his
or her vote related to an action by written consent only if the change or revocation is signed and delivered in a manner permitted
for the initial vote as provided in this section and only if the action by written consent has not yet become effective. A director
may not revoke his or her consent to take an action without a meeting. A director may instruct an Authorized Recipient to hold
the director’s signed consent in escrow on the director’s behalf, in which case delivery of such consent shall not
be effective until released by the director or until the occurrence of one or more events explicitly identified by the director
as conditions to his or her delivery. If an escrow has been established, the Authorized Recipient’s good faith determination
of whether and when delivery is effected shall be conclusive.
(d) The Secretary is authorized to implement,
administer, and interpret this Section so as to promote consistency and reliability as well as convenience and efficiency. Each
Authorized Recipient is authorized to determine in each case whether and when a written consent has been fully signed and delivered
as provided in this section. The records of the Board or Committee, as applicable, may contain, in lieu of or in addition to copies
of each manual or facsimile signature, one or more certifications by the Secretary and/or other Authorized Recipient(s) to the
effect, collectively, that each director required to sign and deliver the written consent did so, specifying the date on which
the last consent to be delivered was delivered.
(e) Each director who signs or delivers
an action by written consent using any electronic form or transmission method is deemed to have agreed and consented to the use
of such form and method.
(f) If a committee established by the
Board of Directors consists of at least one director and at least one non-director officer, each reference in this section and
Section 3.13 to “director” shall include each such officer.
3.13 Teleconference Meetings.
Directors may participate in a meeting of the Board of Directors or of a committee thereof by, or conduct a meeting through the
use of, any means of communication by which all directors participating may simultaneously hear each other during the meeting.
A director so participating is deemed to be present in person at such meeting.
3.14 Chairman of the Board.
The Chairman of the Board shall preside at all meetings of the shareholders and of the Board of Directors (except, with respect
to meetings of the Board of Directors, as may be otherwise determined by the Board of Directors) and shall have such powers and
perform such duties as may be provided for herein and as are normally incident to the position and as may be assigned by the Board
of Directors. If and at such times as the Board of Directors so determines, the Chairman of the Board may also serve as the Chief
Executive Officer of the Corporation.
3.15 Vice Chairmen. Vice
Chairmen shall perform such duties and exercise such powers as may be prescribed by the Board of Directors or the Chairman of the
Board.
ARTICLE FOUR
OFFICERS
4.1 Designated Officers.
The officers of the Corporation shall consist of such officers as are required by the Tennessee Business Corporation Act and such
other officers, including officers identified in Sections 4.8 through 4.21 below, as the Board of Directors determines from time
to time, along with such other officers and assistant officers as may be from time to time determined and appointed in accordance
with the provisions of this Article Four. The title of any officer may include any additional descriptive designation determined
to be appropriate. Any person may hold two or more offices, except that the President shall not also be the Secretary or an Assistant
Secretary. The officers need not be directors, and officers need not be shareholders.
4.2 Appointment of Officers.
Except as otherwise provided in this Section 4.2, the officers of the Corporation shall be appointed by the Board of Directors
at the annual organizational meeting of the Board of Directors following the annual meeting of shareholders. The Board of Directors
hereby delegates to the Compensation Committee of the Board of Directors: (i) the power to create corporate offices; (ii) the power
to define the authority and responsibility of such offices, except to the extent such authority or responsibility would not be
consistent with the law or the Charter; and (iii) the power to appoint persons to any office of the Corporation except the offices
of the Chief Executive Officer; President; Chief Operating Officer; Secretary; and any office the incumbent in which is designated
by the Board as an Executive Officer (as defined in Section 4.5 hereof). In addition, the Board of Directors hereby delegates (a)
to the Chief Human Resources Officer the authority to appoint persons to any office of the Corporation of the level of Senior Vice
President and below at any time and (b) to the Chief Executive Officer the authority to appoint persons to any office of the Corporation
of the level of Executive Vice President and below at any time; provided, however, that the Board of Directors may not delegate
such authority with respect to those offices to which the Compensation Committee of the Board can not appoint persons pursuant
to clause (iii) above. Notwithstanding anything to the contrary in this Article Four of the Bylaws, the Board of Directors retains
the authority at any time to create corporate offices; to define the authority and responsibility of such offices, except to the
extent such authority or responsibility would not be consistent with the law or the Charter; to appoint all officers and such other
officers and agents as it shall deem necessary, who shall exercise such powers and perform such duties as shall be determined from
time to time by the Board of Directors; and, except with respect to the Secretary and to any office the incumbent in which is designated
by the Board as an Executive Officer (as defined in Section 4.5 hereof), to delegate all such authority to a committee of the Board
of Directors and to delegate only the authority to appoint such officers or agents to one or more officers of the Corporation.
4.3 Term. The officers
of the Corporation shall be appointed for a term of one (1) year and until their successors are appointed and qualified, subject
to the right of removal specified in Section 4.4 of these Bylaws. The designation of a specified term does not grant to any officer
any contract rights.
4.4 Vacancies, Resignations and
Removal. If the office of any officer or officers becomes vacant for any reason, the vacancy may be filled by the Board
of Directors or, if such officer was, or could have been, appointed by a committee or another officer, by such committee or such
other officer. Any officer may resign at any time by delivering a written notice to the Chairman of the Board, the Chief Executive
Officer, the President, the Chief Operating Officer, the Secretary, or that Executive Officer who is the Chief Human Resources
Officer (as defined in Section 4.15) or to whom that officer reports, or the designee of any of them, which shall be effective
upon delivery unless it specifies a later date acceptable to the Corporation. Any Executive Officer (as defined in Section 4.5
below) and the Secretary shall be subject to removal at any time with or without cause only by the affirmative vote of a majority
of the Board of Directors. Any other officer shall be subject to removal at any time with or without cause by the affirmative vote
of a majority of the Board of Directors, and in the event the officer was, or could have been, appointed by a committee or another
officer, then by such other officer or by the affirmative vote of a majority of either such committee or the Board of Directors.
4.5 Executive Officers. “Executive
Officers” shall be those officers of the Corporation expressly designated from time to time in a resolution or resolutions
of the Board of Directors as being ‘executive officers’ for purposes of these Bylaws or for purposes of any rule or
regulation of the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended. The fact that an officer’s
title contains the word “executive” and appears in a Board resolution shall not, by itself, constitute an executive
officer designation as provided in this Section.
4.6 Compensation. The Board
of Directors, or a committee thereof, shall fix the compensation of Executive Officers of the Corporation. The compensation of
officers who are not Executive Officers shall be fixed by the Board of Directors, by a committee thereof, or by management under
such policies and procedures as shall be established by the Board of Directors or a committee thereof.
4.7 Delegation of Officer Duties.
In case of the absence of any officer of the Corporation, or for any reason that the Board of Directors (or, in addition, in
the case of any officer appointed by a committee or another officer, such committee or such officer or any other committee or any
other officer which could appoint such officer pursuant to Section 4.2 of these Bylaws) may deem sufficient, the Board of Directors
(or committee or other officer,
as applicable) may delegate, for the time being, the powers
or duties, or any of them, of such officer to any other officer, or to any director.
4.8 Chief Executive Officer.
The Chief Executive Officer, in the absence of the Chairman of the Board, shall preside at all meetings of the shareholders
and of the Board of Directors (except, with respect to meetings of the Board of Directors, as may be otherwise determined by the
Board of Directors). The Chief Executive Officer shall be responsible for carrying out the orders of and the resolutions and policies
adopted by the Board of Directors and shall have general management of the business of the Corporation and shall exercise general
supervision over all of its affairs. In addition, the Chief Executive Officer shall have such powers and perform such duties as
may be provided for herein and as are normally incident to the office and as may be prescribed by the Board of Directors. If and
at such time as the Board of Directors so determines, the Chief Executive Officer may also serve as the President of the Corporation.
4.9 President. The President,
in the absence of the Chairman of the Board and the Chief Executive Officer, shall preside at all meetings of the shareholders
and of the Board of Directors (except, with respect to meetings of the Board of Directors, as may be otherwise determined by the
Board of Directors). The President shall be the Chief Executive Officer of the Corporation unless the Board of Directors has appointed
another person to such office, in which case the President shall be the Chief Operating Officer of the Corporation. The President
shall have such powers and perform such duties as may be provided for herein and as are normally incident to the office and as
may be prescribed by the Board of Directors or the Chief Executive Officer. In addition, unless the Board of Directors has appointed
another person to the office of Chief Operating Officer, the President shall also have such powers and perform such duties as may
be provided for herein with respect to the Chief Operating Officer and as are normally incident to the office of Chief Operating
Officer and as may be prescribed for the Chief Operating Officer by the Board of Directors or the Chief Executive Officer.
4.10 Chief Operating Officer.
The Chief Operating Officer, if other than the President, shall have charge of the day-to-day operations of the Corporation
and shall have such powers and perform such duties as may be provided for herein and as are normally incident to the office and
as may be prescribed by the Board of Directors, the Chief Executive Officer, or the President.
4.11 Chief Financial Officer.
The Chief Financial Officer shall be the principal financial officer of the Corporation. The Chief Financial Officer is authorized
to sign any document filed with the Securities and Exchange Commission or any state securities commission on behalf of the Corporation
and shall perform such duties and exercise such powers as are normally incident to the office and as may be prescribed by the Board
of Directors or the Chief Executive Officer.
4.12 Chief Credit Officer.
The Chief Credit Officer shall perform such duties and exercise such powers as are normally incident to the office and as may be
prescribed by the Board of Directors or the Chief Executive Officer.
4.13 General Counsel. The
General Counsel is authorized to sign any document filed with the Securities and Exchange Commission or any state securities commission
on behalf of the Corporation and shall perform such duties and exercise such powers as are normally incident to the office and
as may be prescribed by the Board of Directors or the Chief Executive Officer.
4.14 Chief Risk Officer.
The officer in charge of overall risk management, whatever his or her title (“Chief Risk Officer”), shall perform such
duties and exercise such powers as are normally incident to the office and as may be prescribed by the Board of Directors or the
Chief Executive Officer.
4.15 Chief Human Resources Officer.
The officer in charge of human resources, whatever his or her title (“Chief Human Resources Officer”), shall perform
such duties and exercise such powers as are normally incident to the office and as may be prescribed by the Board of Directors
or the Chief Executive Officer.
4.16 Business Segment Presidents
and Business Segment Chief Operating Officers. Each officer of the Corporation who is designated as or has the functions
of a president or a chief operating officer of a substantial business line, division, segment, or group (as applicable, a “Business
Segment President” or “Business
Segment Chief Operating Officer”) shall perform such
duties and exercise such powers as are normally incident to his or her office and as may be prescribed by the Board of Directors,
the Chief Executive Officer, the President, or the Chief Operating Officer. Two or more persons may share the duties and authorities
of a Business Segment President or Business Segment Chief Operating Officer as determined by the Board of Directors, the Chief
Executive Officer, the President, or the Chief Operating Officer. For this purpose, a business line, division, segment, or group
is substantial if the officer who is designated as or has the functions of its president or chief operating officer
is an Executive Officer or if it is expressly identified as a “segment” or “business segment” of the Corporation
for financial accounting purposes.
4.17 Senior Executive Vice Presidents,
Executive Vice Presidents, Senior Vice Presidents, and Vice Presidents. Each Senior Executive Vice President, Executive
Vice President, Senior Vice President, and Vice President shall perform such duties and exercise such powers as are normally incident
to his or her office and as may be prescribed by the Board of Directors, a committee thereof, the Chief Executive Officer, the
President, the Chief Operating Officer or, with respect to Senior Vice Presidents and Vice Presidents only, the Chief Human Resources
Officer.
4.18 Secretary. The Secretary
is authorized to sign any document filed with the Securities and Exchange Commission or any state securities commission on behalf
of the Corporation. The Secretary shall attend all sessions of the Board of Directors and of the shareholders and record all votes
and the minutes of all proceedings in books to be kept for that purpose. The Secretary shall give or cause to be given notice of
all meetings of the shareholders and of the Board of Directors, shall authenticate records of the Corporation, and shall perform
such other duties as are incident to the office or as may be prescribed by the Board of Directors or the Chief Executive Officer.
In the absence or disability of the Secretary, the Assistant Secretary or such other officer or officers as may be authorized by
the Board of Directors or Executive & Risk Committee thereof shall perform all the duties and exercise all of the powers of
the Secretary and shall perform such other duties as the Board of Directors or the Chief Executive Officer shall prescribe. In
addition, from time to time officers holding the office of Limited Assistant Secretary may be appointed with such officer’s
power limited to the power to attest the signature of another officer. Such Limited Assistant Secretary will have no other power
as an officer.
4.19 Treasurer. The Treasurer
shall have the custody of the funds and securities of the Corporation and shall keep full and accurate accounts of receipts and
disbursements in books belonging to the Corporation and shall deposit all monies 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. The Treasurer shall disburse
the funds of the Corporation as may be ordered by the Board of Directors, the Chief Executive Officer, the Chief Financial Officer,
the President, or the Chief Operating Officer, taking proper vouchers for such disbursements, and shall render to the Board of
Directors, the Chief Executive Officer, the Chief Financial Officer, the President, or the Chief Operating Officer, whenever they
may require it, an account of all of his or her transactions as Treasurer and of the financial condition of the Corporation, and
at a regular meeting of the Board of Directors preceding the annual shareholders’ meeting, a like report for the preceding
year. The Treasurer shall keep or cause to be kept an account of stock registered and transferred in such manner and subject to
such regulations as the Board of Directors may prescribe. The Treasurer shall give the Corporation a bond, if required by the Board
of Directors, in such a sum and in form and with security satisfactory to the Board of Directors for the faithful performance of
the duties of the office and the restoration to the Corporation, in case of his or her death, resignation or removal from office,
of all books, papers, vouchers, money and other property of whatever kind in his or her possession, belonging to the Corporation.
The Treasurer shall perform such other duties as the Board of Directors, the Chief Executive Officer, the Chief Financial Officer,
the President, or the Chief Operating Officer may from time to time prescribe or require. In the absence or disability of the Treasurer,
the Assistant Treasurer shall perform all the duties and exercise all of the powers of the Treasurer and shall perform such other
duties as the Board of Directors, the Chief Executive Officer, the Chief Financial Officer, the President, or the Chief Operating
Officer shall prescribe.
4.20 Auditor. The officer
in charge of the internal audit function, whatever his or her title (“Auditor”), shall perform such duties and exercise
such powers as are normally incident to the office and as may be prescribed by the Board of Directors or the Audit Committee.
4.21 Chief Accounting Officer.
The Chief Accounting Officer shall be the principal accounting officer of the Corporation. The Chief Accounting Officer is authorized
to sign any document filed with the
Securities and Exchange Commission or any state securities commission
on behalf of the Corporation and shall assist the management of the Corporation in setting the financial goals and policies of
the Corporation, shall provide financial and statistical information to the shareholders and to the management of the Corporation
and shall perform such other duties and exercise such other powers as may be prescribed by the Board of Directors, the Chief Executive
Officer, the Chief Financial Officer, the President or the Chief Operating Officer.
4.22 Other Officers. Officers
holding such other offices as may be created pursuant to Sections 4.1 and 4.2 of these Bylaws shall have such authority and perform
such duties and exercise such powers as may be prescribed by the Board of Directors, a committee thereof, the Chief Executive Officer,
the President, the Chief Operating Officer or, with respect to officers of the level of Senior Vice President and below, the Chief
Human Resources Officer.
4.23 Officer Committees. The
Board of Directors, by resolution adopted by a majority of the entire Board of Directors, may designate one or more committees
consisting of two or more officers or consisting of at least one director and at least one officer. The Board of Directors may
delegate to such committee or committees all such authority that the Board of Directors deems desirable that is permitted by law.
Members of such committees may take action without a meeting and may participate in meetings to the same extent and in the same
manner that directors may take action and may participate pursuant to Sections 3.12 and 3.13 of these Bylaws.
ARTICLE FIVE
SHARES OF STOCK
5.1 Certificates. The certificates
representing shares of stock of the Corporation shall be numbered, shall be entered in the books or records of the Corporation
as they are issued, and shall be signed by the Chief Executive Officer and any one of the following: the President, the Treasurer,
or the Secretary. Either or both of the signatures upon a certificate may be facsimiles if the certificate is countersigned by
a transfer agent, or registered by a registrar other than an officer or employee of the Corporation. Each certificate shall include
the following upon the face thereof:
| (a) | A statement that the Corporation is organized under the laws of the State of Tennessee; |
| (b) | The name of the Corporation; |
| (c) | The name of the person to whom issued; |
| (d) | The number and class of shares, and the designation of the series, if any, which such certificate represents; |
| (e) | The par value of each share represented by such certificate; or a statement that the shares are without par value; and |
| (f) | Such other provisions as the Board of Directors may from time to time require. |
5.2 Shares Not Represented by Certificates.
Notwithstanding the provisions of Section 5.1 of these Bylaws, shares of any class of stock of the Corporation may be issued
without certificates. The Corporation shall send to each shareholder to whom uncertificated shares have been issued or transferred
at the appropriate time any written statement providing information about such shares, which is required by law.
5.3 Stock Transfers and Record
Dates. Transfers of shares of stock shall be made upon the books of the Corporation by the record owner or by an attorney,
lawfully constituted in writing, and upon surrender of any certificate therefor. The Board of Directors may appoint suitable agents
in Memphis, Tennessee, and elsewhere to facilitate transfers by shareholders under such regulations as the Board of Directors may
from time to time prescribe. The transfer books may be closed by the Board of Directors for such period, not to exceed 40 days,
as may be deemed advisable for dividend or other purposes, or in lieu of closing the books, the Board of Directors may fix in advance
a date as the record date for determining shareholders entitled notice of and to vote at a meeting of shareholders, or entitled
to payment of any dividend or other distribution. The record date for voting or taking other
action as shareholders shall not be less than 10 days nor more
than 70 days prior to the meeting date or action requiring such determination of shareholders. The record date for dividends and
other distributions shall not be less than 10 days prior to the payment date of the dividend or other distribution. All certificates
surrendered to the Corporation for transfer shall be canceled, and no new certificate shall be issued until the former certificate
for like number of shares shall have been surrendered and canceled, except that in case of a lost or destroyed certificate a new
one may be issued on the terms prescribed by Section 5.5 of these Bylaws.
5.4 Record Owners. The
Corporation shall be entitled to treat the holder of record of any share or shares of stock as the holder in fact thereof; and,
accordingly, shall not be bound to recognize any equitable or other claim to or interest in such share on the part of any other
person, whether or not it shall have express or other notice thereof, except as required by applicable law.
5.5 Lost, Destroyed, Stolen or
Mutilated Certificates. The agent for transfer of the Corporation’s stock may issue new share certificates in place
of certificates represented to have been lost, destroyed, stolen or mutilated upon receiving an indemnity satisfactory to the agent
and the Secretary or Treasurer of the Corporation, without further action of the Board of Directors.
ARTICLE SIX
INDEMNIFICATION
6.1 Indemnification of Officers
When Wholly Successful. If any current or former officer of the Corporation [including for purposes of this Article an
individual who, while an officer, is or was serving another corporation or other enterprise (including an employee benefit plan
and a political action committee, which serves the interests of the employees of the Corporation or any of its subsidiaries) in
any capacity at the request of the Corporation and unless the context requires otherwise the estate or personal representative
of such officer] is wholly successful, on the merits or otherwise, in the defense of any threatened, pending or completed action,
suit, or proceeding, whether civil, criminal, administrative, or investigative and whether formal or informal (“Proceeding”),
to which the officer was a party because he or she is or was an officer of the Corporation, the officer shall be indemnified by
the Corporation against all reasonable expenses, including attorney fees, incurred in connection with such Proceeding, or any appeal
therein. As used in this Article, “Proceeding” shall include, but is not limited to, any threatened, pending or contemplated
action, suit or proceeding, whether civil, criminal, administrative, or investigative, and whether formal or informal, arising
out of or alleging any acts, errors, or omissions by the officer in the rendering or failure to render professional services, including
legal and accounting services, for or at the request of the Corporation or any of its subsidiaries; provided such professional
services are within the reasonably anticipated scope of the officer’s duties. Additionally, as used in this Article, “Proceeding”
shall include, but is not limited to, any threatened, pending or contemplated action, suit or proceeding arising out of or alleging
negligence on the part of the Officer.
6.2 Indemnification of Officers
When Not Wholly Successful. If any current or former officer of the Corporation has not been wholly successful on the merits
or otherwise, in the defense of a Proceeding, to which the officer was or was threatened to be made a party because he or she was
or is an officer, the officer shall be indemnified by the Corporation against any judgment, settlement, penalty, fine (including
any excise tax assessed with respect to an employee benefit plan), or other liability and any reasonable expenses, including attorney
fees, incurred as a result of such Proceeding, or any appeal therein, if authorized in the specific case after a determination
has been made that indemnification is permissible because the following standard of conduct has been met:
|
(a) |
The officer conducted himself or herself in good faith, and |
|
(b) |
The officer reasonably believed: (i) in the case of conduct in the officer’s official capacity as an officer of the
Corporation that the officer’s conduct was in the Corporation’s best interest; and (ii) in all other cases that the
officer’s conduct was at least not opposed to its best interests; and |
|
(c) |
In the case of any criminal proceeding, the officer had no reasonable cause to believe his or her conduct was unlawful; |
provided, however, the Corporation may not indemnify an officer
in connection with a Proceeding by or in the right of the Corporation in which the officer was adjudged liable to the Corporation
or in connection with any other proceeding charging improper benefit to the officer, whether or not involving action in his or
her official capacity, in which the officer was adjudged liable on the basis that personal benefit was improperly received by the
officer.
6.3 Procedures for Indemnification
Determinations. The determination required by Section 6.2 herein shall be made as follows:
|
(a) |
By the Board of Directors by a majority vote of a quorum consisting of directors not at the time parties to the Proceeding; |
|
(b) |
If a quorum cannot be obtained, by majority vote of a committee duly designated by the Board of Directors (in which designation
directors who are parties may participate) consisting solely of two or more directors not at the time parties to the Proceeding; |
|
(c) |
By independent special legal counsel: (i) selected by the Board of Directors or its committee in the manner prescribed
in subsection (a) or (b); or (ii) if a quorum of the Board of Directors cannot be obtained under subsection (a) and a committee
cannot be designated under subsection (b), selected by majority vote of the full Board of Directors (in which selection directors
who are parties may participate); or, if a determination pursuant to subsections (a), (b), or (c) of this Section 6.3 cannot be
obtained, then |
|
(d) |
By the shareholders, but shares owned by or voted under the control of directors who are at the time parties to the Proceeding
may not be voted on the determination. |
6.4 Serving at the Request of the
Corporation. An officer of the Corporation shall be deemed to be serving another corporation or other enterprise or employee
benefit plan or political action committee at the request of the Corporation only if such request is reflected in the records of
the Board of Directors or a committee appointed by the Board of Directors for the purpose of making such requests. Approval by
the Board of Directors, or a committee thereof, may occur before or after commencement of such service by the officer.
6.5 Advancement of Expenses.
The Corporation shall pay for or reimburse reasonable expenses, including attorney fees, incurred by an officer who is a party
to a Proceeding in advance of the final disposition of the Proceeding if:
|
(a) |
The officer furnishes to the Corporation a written affirmation of the officer’s good faith belief that the officer
has met the standard of conduct described in Section 6.2 herein; |
|
(b) |
The officer furnishes to the Corporation a written undertaking, executed personally or on behalf of the officer, to repay
the advance if it is ultimately determined that the officer is not entitled to indemnification; and |
|
(c) |
A determination is made that the facts then known to those making the determination would not preclude indemnification
under this bylaw. |
6.6 Undertaking Required for Expenses.
The undertaking required by Section 6.5 herein must be an unlimited general obligation of the officer but need not be secured
and may be accepted without reference to financial ability to make repayment.
6.7 Procedures for Expense Determinations.
Determinations and authorizations of payments under Section 6.5 herein shall be made in the same manner as is specified in Section
6.3 herein.
6.8 Indemnification of Employees
and Former Directors. Every employee and every former director of the Corporation shall be indemnified by the Corporation
to the same extent as officers of the Corporation.
6.9 Nonexclusivity of Right of
Indemnification. The right of indemnification set forth above shall not be deemed exclusive of any other rights, including,
but not limited to, rights created pursuant to Section 6.11 of these Bylaws, to which an officer, employee, or former director
seeking indemnification may be entitled. No combination of rights shall permit any officer, employee or former director of the
Corporation to receive a double or greater recovery.
6.10 Mandatory Indemnification
of Directors and Designated Officers. The Corporation shall indemnify each of its directors and such of the non-director
officers of the Corporation or any of its subsidiaries as the Board of Directors may designate, and shall advance expenses, including
attorney’s fees, to each director and such designated officers, to the maximum extent permitted (or not prohibited) by law,
and in accordance with the foregoing, the Board of Directors is expressly authorized to enter into individual indemnity agreements
on behalf of the Corporation with each director and such designated officers which provide for such indemnification and expense
advancement and to adopt resolutions which provide for such indemnification and expense advancement.
6.11 Insurance. Notwithstanding
anything in this Article Six to the contrary, the Corporation shall have the additional power to purchase and maintain insurance
on behalf of any person who is or was a director, officer, employee, or agent of the Corporation, or who, while a director, officer,
employee or agent of the Corporation, is or was serving at the request of the Corporation as a director, officer, partner, trustee,
employee, or agent of another foreign or domestic corporation, partnership, joint venture, trust, employee benefit plan, political
action committee, or other enterprise, against liability asserted against or incurred by the person in that capacity or arising
from the person’s status as a director, officer, employee, or agent, whether or not the Corporation would have the power
to indemnify the person against the same liability.
ARTICLE SEVEN
RETIREMENT
7.1 Non-Employee Directors.
Directors who are not also officers of the Corporation or its affiliates shall be retired from the Board of Directors as follows:
|
(a) |
Any director who shall attain the age of seventy-two (72) on or before the last day of the term for which he or she was
elected shall not be nominated for re-election and shall be retired from the Board of Directors at the expiration of such term;
provided, however, that the Board in the exercise of its discretion may increase the mandatory retirement age by three years to
age seventy-five (75) for any director. |
|
(b) |
For the purpose of maintaining a board of active business and professional persons, directors leaving the principal position
(other than by a promotion) held at their last election (by retirement or otherwise) will be expected to tender their resignation
for consideration by the Board of Directors within three months following the Board’s next regularly scheduled meeting.
A resignation will be accepted unless the Board in its judgment determines that (i) the director has assumed another position
in which he or she is actively engaged in directing, managing or providing professional services through or to a public, private,
non-profit or educational organization or is maintaining sufficient involvement in other activities that would be important to
ensure effective service as a Board member, including consideration of the sufficiency of financial, technological, operational,
civic, corporate governance-related, governmental or educational activities and/or service as a director of one or more other
public companies, (ii) the director is so engaged in a specific project for the Board as to make his or her resignation detrimental
to the Corporation, or (iii) it is beneficial to the Board and in the best interests of the Corporation for the director to continue
for such period of time as the Board deems appropriate, or to continue subject to the satisfaction of one or more conditions established
by the Board. |
Except for the incumbent Chairman of the Board on April 20,
2009, who shall be treated as a non-employee director for purposes of these Bylaws, and except as may be otherwise determined by
the Board of Directors, directors who are also officers of the Corporation or any of its affiliates will be retired from the Board
of Directors on the date of the annual meeting coincident with or next following the date of the director’s retirement from
or other discontinuation of active service with the Corporation and its affiliates.
7.2 Officers and Employees.
Except as provided in the following sentence, the Corporation has no compulsory retirement age for its officers or employees. Each
officer or employee who has attained 65 years of age and who, for the two-year period immediately before attaining such age, has
been employed in a “bona fide executive” or a “high policy-making” position as those terms are used and
defined in the Age Discrimination in Employment Act, Section 12(c), and the regulations relating to that section prescribed by
the Equal Employment Opportunity Commission, all as amended from time to time (collectively, the “ADEA”), shall automatically
be terminated by way of compulsory retirement and his or her salary discontinued on the first day of the month coincident with
or immediately following the 65th birthday, provided such employee is entitled to an immediate nonforfeitable annual retirement
benefit, as specified in the ADEA, in the aggregate amount of at least $44,000. Notwithstanding the prior sentence, the Board of
Directors, in its discretion, may continue any such officer or employee in service and designate the capacity in which he or she
shall serve, and shall fix the remuneration he or she shall receive. The Board of Directors may also re-employ any former officer
who had theretofore been retired.
ARTICLE EIGHT
EXECUTION OF DOCUMENTS
8.1 Definition of “Document.”
For purposes of this Article Eight of the Bylaws, the term “document” shall mean a document of any type, including,
but not limited to, an agreement, contract, instrument, power of attorney, endorsement, assignment, transfer, stock or bond power,
deed, mortgage, deed of trust, lease, indenture, conveyance, proxy, waiver, consent, certificate, declaration, receipt, discharge,
release, satisfaction, settlement, schedule, account, affidavit, security, bill, acceptance, bond, undertaking, check, note or
other evidence of indebtedness, draft, guaranty, letter of credit, and order.
8.2 Execution of Documents.
Except as expressly provided in Section 4.18 of these Bylaws (with respect to the Limited Assistant Secretary) and Section
5.1 of these Bylaws (with respect to signatures on certificates representing shares of stock of the Corporation), the Chief Executive
Officer, the President, the Chief Operating Officer, any Business Segment President, any Business Segment Chief Operating Officer,
any Senior Executive Vice President, any Executive Vice President, any Senior Vice President, any Vice President, the Chief Financial
Officer, the Chief Credit Officer, the General Counsel, the Chief Risk Officer, the Chief Human Resources Officer, the Chief Accounting
Officer, the Treasurer, the Secretary, and any other officer, or any of them acting individually, may (i) execute and deliver in
the name and on behalf of the Corporation or in the name and on behalf of any division or department of the Corporation any document
pertaining to the business, affairs, or property of the Corporation or any division or department of the Corporation, and (ii)
delegate to any other officer, employee or agent of the Corporation the power to execute and deliver any such document.
8.3 Method of Execution by Secretary
and Other Officers. Unless otherwise required by law, the signature of the Secretary on any document may be a facsimile,
and the signature of any other officer approved by the Chief Executive Officer or Secretary, before or after the fact, to use a
facsimile signature on any document may be a facsimile. The Secretary shall maintain a list of all officers approved to use a facsimile
signature.
ARTICLE NINE
EMERGENCY BYLAWS
9.1 Definition of “Emergency.”
The provisions of this Article Nine shall be effective only during an “emergency.” An “emergency” shall
be deemed to exist whenever any two of the officers identified in Section 9.2 of these Bylaws in good faith determine that a quorum
of the directors cannot readily be assembled because of a catastrophic event.
9.2 Notice of Meeting. A
meeting of the Board of Directors may be called by any one director or by any one of the following officers: Chief Executive Officer,
President, the Chief Operating Officer, any Business Segment President, any Business Segment Chief Operating Officer, any Senior
Executive Vice President, any Executive Vice President, Chief Credit Officer, Chief Financial Officer, Chief Accounting Officer,
General Counsel, Chief Risk Officer, Chief Human Resources Officer, Secretary, or any Executive Officer. Notice of such meeting
need be given only to those directors whom it is practical to reach by any means the person calling the meeting
deems feasible, including, but not limited to, by publication
and radio. Such notice shall be given at least two hours prior to commencement of the meeting.
9.3 Quorum and Substitute Directors..
If a quorum has not been obtained, then one or more officers of the Corporation or the Bank present at the emergency meeting of
the Board of Directors, as are necessary to achieve a quorum, shall be considered to be substitute directors for purposes of the
meeting, and shall serve in order of rank, and within the same rank in order of seniority determined by hire date by the Corporation,
the Bank or any of their subsidiaries. In the event that less than a quorum of the directors (including any officers who serve
as substitute directors for the meeting) are present, those directors present (including such officers serving as substitute directors)
shall constitute a quorum.
9.4 Action at Meeting. The
Board as constituted pursuant to Section 9.3 and after notice has been provided pursuant to Section 9.2 may take any of the following
actions: (i) prescribe emergency powers of the Corporation, (ii) delegate to any officer or director any of the powers of the Board
of Directors, (iii) designate lines of succession of officers and agents in the event that any of them are unable to discharge
their duties, (iv) relocate the principal office or designate alternative or multiple principal offices, and (v) take any other
action that is convenient, helpful, or necessary to carry on the business of the Corporation.
9.5 Effectiveness of Non-emergency
Bylaws. All provisions of these Bylaws not contained in this Article Nine, which are consistent with the emergency bylaws
contained in Article Nine, shall remain effective during the emergency.
9.6 Termination of Emergency.
Any emergency causing this Article Nine to become operative shall be deemed to be terminated whenever either of the following
conditions is met: (i) the directors and any substitute directors determine by a majority vote at a meeting that the emergency
is over or (ii) a majority of the directors elected pursuant to the provisions of these Bylaws other than this Article Nine hold
a meeting and determine that the emergency is over.
9.7 Action Taken in Good Faith.
Any corporate action taken in good faith in accordance with the provisions of this Article Nine binds the Corporation and may
not be used to impose liability on any director, substitute director, officer, employee or agent of the Corporation.
ARTICLE TEN
MISCELLANEOUS PROVISIONS
10.1 Fiscal Year. The Board
of Directors of the Corporation shall have authority from time to time to determine whether the Corporation shall operate upon
a calendar year basis or upon a fiscal year basis, and if the latter, said Board of Directors shall have power to determine when
the said fiscal year shall begin and end.
10.2 Dividends. Dividends
on the capital stock of the Corporation may be declared by the Board of Directors at any regular or special meeting pursuant to
law. 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 fund to meet contingencies,
or for equalizing dividends or for repairing or maintaining any property of the Corporation, or for such other purposes as the
directors shall think conducive to the interest of the Corporation.
10.3 Seal. This Corporation
shall have a Corporate Seal which shall consist of an imprint of the name of the Corporation, the state of its incorporation, the
year of incorporation and the words “Corporate Seal.” The Corporate Seal shall not be required to establish the validity
or authenticity of any document executed in the name and on behalf of the Corporation.
10.4 Notices. Whenever
notice is required to be given to any director, officer or shareholder under any of the provisions of the law, the Charter, or
these Bylaws (except for notice required by Sections 2.8 and 3.6 of these Bylaws), it shall not be construed to require personal
notice, but such notice may be given in writing by depositing the same in the United States mail, postage prepaid, or by telegram,
teletype, facsimile transmission or other form of wire, wireless, or other electronic communication or by private carrier addressed
to such shareholder at such address
as appears on the Corporation’s current record of shareholders,
and addressed to such director or officer at such address as appears on the records of the Corporation. If mailed as provided above,
notice to a shareholder shall be deemed to be effective at the time when it is deposited in the mail. Notice need not be given
in the same manner to all shareholders, directors, officers, or other persons. A shareholder’s, a director’s, an officer’s,
or another person’s address may be a physical location, a mailing address, or an electronic address.
10.5 Bylaw Amendments. The
Board of Directors shall have power to make, amend and repeal the Bylaws or any Bylaw of the Corporation by vote of not less than
a majority of the directors then in office, at any regular or special meeting of the Board of Directors. The shareholders may make,
amend and repeal the Bylaws or any Bylaw of this Corporation at any annual meeting or at a special meeting called for that purpose
only by the affirmative vote of the holders of at least eighty percent (80%) of the voting power of all outstanding voting stock,
and all Bylaws made by the directors may be amended or repealed by the shareholders only by the vote of the holders of at least
eighty percent (80%) of the voting power of all outstanding voting stock. Without further authorization, at any time the Bylaws
are amended, the Secretary is authorized to restate the Bylaws to reflect such amendment, and the Bylaws, as so restated, shall
be the Bylaws of the Corporation.
10.6 Authority to Vote Shares.
The Chief Executive Officer, the President, the Chief Operating Officer, any Business Segment President or Business Segment Chief
Operating Officer who is an Executive Officer, or the designee or designees of them or any of them, are authorized, jointly or
severally, to vote all shares (or other indicia of ownership) beneficially owned by the Corporation for any purposes and to take
any action on behalf of the Corporation that is required to be taken by the Corporation as a shareholder or other beneficial owner
of any entity whose shares (or other indicia of ownership) are beneficially owned by the Corporation, which they, or any of them,
deem appropriate at meetings, annual or special, or without a meeting.
10.7 Forms of Writing and Execution;
Methods of Delivery. Unless otherwise expressly provided by law, in the Charter, or in these Bylaws: the terms “writing”
and “written” include any paper or electronic document or record; the terms “sign,” “signature,”
and “execute” include any manual, facsimile, or electronic signature or signature process; and, the terms “deliver,”
“delivery,” and “send” include any physical or electronic method of transmittal.
10.8 Forum for Adjudication of
Disputes. Unless the Corporation consents in writing to the selection of an alternative forum, the sole and exclusive forum
for (i) any derivative action or proceeding brought in the right of the Corporation, (ii) any action asserting a claim of breach
of a fiduciary duty owed by any director or officer or other employee of the Corporation to the Corporation or the Corporation’s
shareholders, (iii) any action asserting a claim against the Corporation or any director or officer or other employee of the Corporation
arising pursuant to any provision of the Tennessee Business Corporation Act or the Charter or these Bylaws (in each case, as they
may be amended from time to time), or (iv) any action asserting a claim against the Corporation or any director or officer or other
employee of the Corporation governed by the internal affairs doctrine shall be a state or federal court located within Shelby County
in the State of Tennessee.
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