AMENDED
AND RESTATED BYLAWS
ARTICLE
I
SHAREHOLDERS
Section
1.
Annual
Meetings.
The annual meeting of the shareholders shall be held
at the principal office of the corporation at Charleston, Kanawha County, West
Virginia, on the 30th of March of each year, or at such other place and on such
other date as the Board of Directors may designate by resolution from time to
time.
For the
purpose of determining shareholders entitled to vote at the annual meeting of
the shareholders or any adjournment thereof, the Board of Directors may fix in
advance a date as the record date for any such determination of shareholders,
such date to be not more than fifty days and not less than ten days prior to the
date of the annual meeting.
Section
2.
Special
Meetings.
Special meetings of the shareholders may be called
at any time by the Board of Directors or by the President and Secretary, or by
any three or more shareholders holding together not less than ten percentum
(10%) of the capital stock of the corporation.
For the
purpose of determining shareholders entitled to vote at the special meeting of
the shareholders or any adjournment thereof, the Board of Directors may fix in
advance a date as the record date for any such determination of shareholders,
such date to be not more than fifty days and not less than ten days prior to the
date of the special meeting.
Section
3.
Notice
of Meetings.
Notice of either annual or special
meetings of the shareholders shall be given by mailing to each shareholder of
record at his last know post office address, postage prepaid, at least ten (10)
days prior to the date of the meeting, a written notice thereof. Such
notice shall state the time and place of the meeting. The call for the meeting,
if made by shareholders, shall be signed by the shareholders making the
call. If the call should be made by the Board of Directors, it shall
be signed by the President, a Vice President or the Secretary of the
corporation. If the call be made by the President and the Secretary,
it shall be signed by both of them. The notice of special meetings of
the shareholders shall state the business to be transacted, and no business
other than that included in the notice or incidental thereto shall be transacted
at any such meeting. If such notice is mailed, it shall be deemed to have been
given to a shareholder when deposited in the United States mail, postage
prepaid, directed to the shareholder at such shareholder’s address as it appears
on the record of shareholders of the corporation. Such further notice
shall be given as may be required by law. A written waiver of any
notice of any annual or special meeting signed by the person entitled thereto,
shall be deemed equivalent to notice. Neither the business to be transacted at,
nor the purpose of, any regular or special meeting of the shareholders needs to
be specified in a written waiver of notice. Attendance of a shareholder at a
meeting of shareholders shall constitute a waiver of notice of such meeting,
except when the shareholder attends a meeting for the express purpose of
objecting, at the beginning of the meeting, to the transaction of any business
on the ground that the meeting is not lawfully called or convened.
Section
4.
Notice of
Shareholder Business and Nominations
(a)
Annual Meetings of
Shareholders
.
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(i)
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Nominations
of persons for election to the Board of Directors and the proposal of
business to be considered by shareholders at an annual meeting may be made
only (A) by the Board of Directors or the Chief Executive Officer, or (B)
by any shareholder entitled to vote at the meeting who complies with the
requirements of the Securities Exchange Act of 1934 (the “Exchange Act”)
and rules and regulations promulgated thereunder and the notice procedures
set forth in clause (ii) of this Section 4(a) and who was a shareholder of
record at the time such notice is delivered to the Secretary of the
corporation.
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(ii)
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For
nominations or other business to be properly brought before an annual
meeting by a shareholder pursuant to clause (B) of paragraph (a)(i) of
this Section 4, the shareholder must have given timely notice thereof in
writing to the Secretary and any such business must be a proper matter for
shareholder action. To be timely, a shareholder’s notice shall
be delivered to the Secretary at the principal executive offices of the
corporation not less than 120 calendar days prior to the first anniversary
of the previous year’s annual meeting. If no annual meeting was
held in the previous year or the date of the annual meeting was changed by
more than 30 days from the anniversary date of the previous year’s annual
meeting, notice by the shareholder must be so received not later than 120
calendar days prior to such annual meeting or 10 calendar days following
the date on which public announcement of the date of the meeting is first
made.
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(iii)
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In
no event shall an adjournment or postponement of an annual meeting (or the
public announcement thereof) commence a new time period (or extend any
time period) for the giving of shareholders’ notice as described
below. Such shareholder’s notice shall set forth (A) as to each
person whom the shareholder proposes to nominate for election or
reelection as a Director all 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 Exchange Act, and Rule 14a-11 thereunder, including such
person’s written consent to being named in the proxy statement as a
nominee and to serving as a Director if elected; (B) as to any other
business that the shareholder proposes to bring before the meeting, a
brief description of the business desired to be brought before the
meeting, the reasons for conducting such business at the meeting and, in
the event that such business includes a proposal to amend either the
Articles of Incorporation or the bylaws, the language of the proposed
amendment; (C) any material interest in such business of such shareholder
and of any beneficial owner on whose behalf the proposal is made and, in
case of nominations, a description of all arrangements or understandings
between the shareholder and each nominee and any other persons (naming
them) pursuant to which the nominations are to be made by the shareholder;
(D) a representation that the shareholder is a holder of record of stock
of the corporation entitled to vote at such meeting and intends to appear
in person or by a qualified representative at the meeting to propose such
business; (E) if the shareholder intends to solicit proxies in support of
such shareholder’s proposals, a representation to that effect; and (F) as
to the shareholder giving the notice and any beneficial owner on whose
behalf the nomination or proposal is made, (1) the name and address of
such shareholder, as it appears on the corporation’s books, and of such
beneficial owner and (2) the class and number of shares of the corporation
which are owned beneficially and of record by such shareholder and such
beneficial owner. If such shareholder does not appear or send a
qualified representative to present such proposal at such annual meeting,
the corporation need not present such proposal for a vote at such meeting,
notwithstanding that proxies in respect of such vote may have been
received by the corporation. The presiding officer of any
annual meeting of shareholders shall refuse to permit any business
proposed by a shareholder to be brought before such annual meeting without
compliance with the foregoing procedures or if the shareholder solicits
proxies in support of such shareholder’s proposal without such shareholder
having made the representation required by clause (E)
above.
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(b)
Special Meetings of
Shareholders
.
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(i)
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Only
such business as shall have been brought before the special meeting of the
shareholders pursuant to the corporation’s notice of meeting pursuant to
Article I, Section 3 of these bylaws shall be conducted at such
meeting.
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(ii)
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In
the event that Directors are to be elected at a special meeting of
shareholders pursuant to the corporation’s notice of meeting, nominations
of persons for election to the Board of Directors may be made at such
special meeting of shareholders (1) by the Board of Directors or (2) by
any shareholder entitled to vote at the meeting who complies with the
notice procedures set forth in this Section 4 and who is a shareholder of
record at the time such notice is delivered to the
Secretary. Nominations by shareholders of persons for election
to the Board of Directors may be made at such special meeting if the
shareholder’s notice required by paragraph (a)(ii) of this Section 4 shall
be delivered to the Secretary at the principal executive offices of the
corporation not later than 150 calendar days prior to such special meeting
or 10 calendar days following the date on which public announcement of the
date of the special meeting and of the nominees to be elected at such
meeting is first made. In no event shall the adjournment or
postponement of a special meeting (or the public announcement thereof)
commence a new time period (or extend any time period) for the giving of a
shareholder’s notice as described
above.
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(c)
General
. Only
persons who are nominated in accordance with the procedures set forth in this
Section 4 and in Article II, Section 15 herein shall be eligible to serve as
Directors and only such business shall be conducted at a meeting of shareholders
as shall have been brought before the meeting in accordance with the procedures
set forth in this Section 4. Except as otherwise provided by law, the
Articles of Incorporation or these bylaws, the presiding officer of the meeting
shall have the power and duty to determine whether a nomination or any business
proposed to be brought before the meeting was made or proposed in accordance
with the procedures set forth in this Section 4 and, if any proposed nomination
or business is not in compliance with this Section 4, to declare that such
defective proposal or nomination shall be disregarded.
Section
5.
Quorum.
The
holders of a majority of all the shares of the capital stock of the corporation
entitled to vote shall constitute a quorum at any meeting for all purposes,
including the election of Directors. Any number less than a quorum
present may adjourn any shareholders’ meeting until a quorum is
present.
Section
6.
Conduct of
Meetings
. The Board of Directors may adopt rules for the
conduct of meetings of shareholders. Unless inconsistent with any
such rules, the presiding officer shall convene and adjourn the meeting and
prescribe such appropriate procedures for the conduct of the
meeting. Such procedures may include: (i) establishment of an agenda
for the meeting; (ii) procedures for maintaining order at the meeting and the
safety of those present; (iii) limitations on attendance at or participation in
the meeting to shareholders of record of the corporation, their proxies or such
other persons as the presiding officer shall determine; (iv) restrictions on
entry to the meeting after the time fixed for the commencement thereof; and (v)
limitations on the time allotted to questions or comments by
participants. Meetings of shareholders shall not be required to be
held in accordance with the rules of parliamentary procedure.
Section
7.
Voting.
In
all elections of Directors, each shareholder shall have the right to cast one
(1) vote for each share of stock owned by him and entitled to a vote, and he may
cast the same in person or by proxy, for as many persons as there are Directors
to be elected, or he may cumulate such votes and give one candidate as many
votes as the number of Directors to be elected multiplied by the number of his
shares of stock shall equal; or he may distribute them on the same principle
among as many candidates and in such manner as he shall desire, and the
Directors shall not be elected in any other manner; and on any other question to
be determined by a vote of shares at any meeting of shareholders, each
shareholder shall be entitled to one (1) vote for each share of stock in person
or by proxy. If a shareholder intends to cumulate his votes in an
election of directors, he must provide the corporation with written notice of
his intention to do so. Such notice must be received by the
corporation at least 48 hours before the beginning of the meeting being held to
consider the election of directors
. Shares of another corporation, domestic or
foreign, standing in the name of the corporation may be voted by the President,
Senior Vice President or Corporate Secretary of the
corporation.
Section
8.
Inspectors
. An
appropriate number of inspectors for any meeting of shareholders may be
appointed by the chairman of such meeting. Inspectors so appointed
will open and close the polls, will receive and take charge of proxies and
ballots, and will decide all questions as to the qualifications of voters,
validly of proxies and ballots, and the number of votes properly
cast.
Section
9.
Annual
Report.
The President shall annually prepare a full and true
statement of the affairs of the corporation, which shall be submitted at the
annual meeting of the shareholders and filed within twenty (20) days thereafter
in the principal office of the corporation at Charleston, West Virginia, where
it shall, during the usual business hours of each secular day be open for
inspection by any shareholder of the corporation.
ARTICLE
II
DIRECTORS
Section
1.
Number.
The
Board shall consist of not less than five nor more than twenty-five
shareholders, the exact number within such minimum and maximum limits to be
fixed and determined from time to time by resolution of a majority of the full
Board or by resolution of the shareholders at any meeting
thereof;
provided,
however,
that a
majority of the full Board of Directors may not increase the number of directors
to a number which: (i) exceeds by more than three the number of
directors last elected by shareholders where such number was fifteen or less;
and (ii) to a number which exceeds by more than four the number of
directors last elected by shareholders where such number was sixteen or more
except when directors are added as a result of a business combination accounted
for as a pooling-of-interests, but in no event shall the number of directors
exceed twenty-five, and
provided,
further,
however,
that no
decrease shall have the effect of shortening the term of any incumbent
director.
Section
2.
Director
Emeritus.
From time to time, the Board of Directors may elect
one or more persons to serve as a Director Emeritus. A Director
Emeritus shall have the privilege of attending those meetings of the Board of
Directors at which the Board has invited in writing all Directors
Emeritus. He shall not have the right to vote on any matters or to
receive attendance fees for the meetings he attends.
Section
3.
Qualifications.
The
members of the Board of Directors need not be residents of the State of West
Virginia. The members of the Board of Directors need not be residents
of the State of West Virginia. No Board member may serve beyond the
annual meeting following the date that he or she shall attain age
75. Beginning on January 1, 2005, each member of the Board of
Directors shall complete a minimum of eight hours of continuing education
annually, the sponsors and curriculum of which shall be approved by the Board of
Directors. After December 31, 2005, any Director subject to this
requirement who fails to complete the mandatory continuing education for the
previous year shall have payment of their Board fees suspended until such
continuing education is accomplished. For good cause shown, the Board
of Directors may, in individual cases involving undue hardship or extenuating
circumstances, grant conditional, partial, or complete exemptions of these
minimum continuing education requirements. Any such exemption shall
be reviewed by the Board of Directors at least once during each year, unless a
lifetime conditional exemption has been granted. One hour of credit
may be obtained for each period of fifty minutes of instruction attended in an
approved course or by means of videocassette, videotape, audiocassette, or DVD
instruction, provided that such instruction is approved by the Board of
Directors. The Board of Directors may designate providers or courses
which are presumptively approved.
Beginning
on January 1, 2006, each member of the Board of Directors must attest that he or
she is in compliance with the Company’s Ethics Policy. After January
1, 2006, any director subject to this requirement who fails to adhere to the
Ethics Policy or attest to his or her adherence of the Ethics Policy shall have
payment of Board fees suspended until he or she has made an attestation and is
in compliance with the Ethics Policy.
Section
4.
Time of
Holding Office.
Commencing with the 1986 annual meeting of
shareholder, the Board of Directors shall be divided into three classes, Class
I, Class II, and Class III, as nearly equal in number as possible. At
the 1986 annual meeting of shareholders, directors of the first class (Class I)
shall be elected to hold office for a term expiring at the 1987 annual meeting
of shareholders; directors of the second class (Class II) shall be elected to
hold office for a term expiring at the 1988 annual meeting of shareholders; and
directors of the third class (Class III) shall be elected to hold office for a
term expiring at the 1989 annual meeting of shareholders. At each
annual meeting of shareholders after 1986, the successors to the class of
directors whose term shall then expire shall be identified as being of the same
class of directors they succeed and elected to hold office for a term expiring
at the third succeeding annual meeting of shareholders. When the
number of directors is changed, any newly-created directorships or any decrease
in directorship shall be so apportioned among the classes by the Board of
Directors as to make all classes as nearly equal as possible.
Section
5.
Election
of Officers.
The Board of Directors shall elect from within
their number a President. The Board shall also elect from within or
without their number one or more Vice Presidents, a Secretary, a Treasurer, and
all such other officers and agents as they may deem proper. The Board
shall have the authority to fix the salaries of all officers and agents, whether
such officers and agents be Directors or not. All officers and agents
elected by the Board shall hold office during the pleasure of the
Board.
Section
6.
Quorum.
A
majority of the Board of Directors shall constitute a quorum for the transaction
of business. Any number less than a quorum present may adjourn any
Directors’ meeting until a quorum is present.
Section
7.
Regular
Meetings.
Regular meetings of the Board of Directors shall be
held as needed.
Section
8.
Special
Meetings.
Special meetings of the Board of Directors may be
called by the President, or any three Directors to be held at such
time and place and for such purposes as shall be specified in the
notice.
Section
9.
Notice
of Special Meetings.
Telephonic or written notice of every
special meeting of the Board of Directors shall be duly give to each Director
not less than one (1) day before such meeting. Such notice shall
state the time and place of the meeting and, if the meeting is being called for
the purpose of amending the bylaws or for the purpose of authorizing the sale of
all or substantially all of the assets of the corporation, such notice shall set
forth the nature of the business intended to be transacted. Notice of
any meeting of the Board may be dispensed with if every Director shall attend in
person, except where a director attends a meeting for the express purpose of
objecting to the transaction of any business because the meeting is not lawfully
called or convened, or if every absent Director shall in writing filed with the
records of the meeting, either before or after the holding thereof, waive such
notice. Any provision of these bylaws to the contrary notwithstanding
a meeting of the Board of Directors may be held immediately following the
adjournment of any meeting of the shareholders, and no notice need be given for
any such meeting of the Board of Directors.
Section
10.
Action by
Telephonic Communications
. Members of the Board of Directors
may participate in any meeting of the Board of Directors by means of conference
telephone or similar communications equipment by means of which all persons
participating in the meeting can hear each other, and participation in any
meeting pursuant to this provision shall constitute presence in person at such
meeting.
Section
11.
Action Without a
Meeting
. Any action required or permitted to be taken at any
meeting of the Board of Directors may be taken without a meeting if all members
of the Board of Directors consent thereto in writing, and such writing or
writings are filed with the minutes of proceedings of the Board of
Directors. Action taken under this section is effective when the last
Director signs the consent unless the consent specifies a different effective
date, in which event the action taken is effective as of the date specified
therein provided the consent states the date of execution by each
Director.
Section
12.
Chairman of the
Board.
The Board of Directors shall elect from among its
members a Chairman of the Board of Directors who shall preside at all meetings
of the Board of Directors and perform such other duties as may be designated by
the Board.
Section
13.
Committees.
The
Board of Directors may, by resolution of resolutions passed by a majority of the
whole Board, designate one or more committees, each to consist of two or more of
the Directors, which, to the extent provided in such resolution or resolutions,
shall have and may exercise the powers of the Board in the management of the
business and affairs of the corporation, and may have power to authorize the
seal of the corporation to be affixed to all papers which may require
it. Such committee or committees shall have such name or names as may
be determined from time to time by resolution adopted by the Board.
Section
14.
Powers
of Directors.
The Board of Directors may exercise all of the
powers of the corporation except such as are by law or by the charter or by the
bylaws conferred upon or reserved to the shareholders. It shall also
have the power to fix the compensation of the officers elected or appointed by
it, and of all other officers and employees of the corporation; to purchase or
otherwise acquire for the corporation any property rights or privileges which
the corporation is authorized to acquire, at such price and on such terms and
conditions as the Board may think proper; to sell or otherwise dispose of any
property owned by the corporation and not necessary for carrying on the business
of the corporation and upon such terms and conditions and for such consideration
as the Board may deem proper. The Board may also confer on any
officers of the corporation the right to choose, remove or suspend any
subordinate officer, agent, or employee. The Directors shall further
have the power to fix Directors’ fees form time to time in such amounts as the
Directors shall deem proper.
Section
15.
Newly-Created Directorships
and Vacancies.
Any vacancy occurring in the Board of Directors
may be filled by the affirmative vote of a majority of the remaining directors
though less than a quorum of the Board of Directors. A director
elected or appointed, as the case may be, to fill a vacancy shall be elected or
appointed for the unexpired term of his predecessor in office. Any
directorship to be filled by reason of an increase in the number of directors
may be filled by the board of directors for a term of office continuing only
until the next election of directors. No decrease in the number of
directors constituting the Board of Directors shall shorten the term of any
incumbent director.
Section
14.
Voting.
No
member of the Board of Directors shall vote on a question in which he is
interested otherwise than as a shareholder, except the election of a President
or other officer or employee or be present at the Board while the same is being
considered; but if his retirement from the Board in such case reduces the number
present below a quorum, the question may nevertheless be decided by those who
remain. On any question the names of those voting each way shall be
entered on the record of their proceedings if any member at the time requires
it.
Section
15.
Depositories.
The
Board of Directors shall have the power to designate the bank in which corporate
funds and securities shall be deposited.
Section
16.
Bonds
for Officers.
The Board of Directors may require any officer
of the corporation whose duties involve the handling of its funds, or a part
thereof, to furnish proper bond, such bond to be in a penalty to be prescribed
by the Board.
Section
17.
Removal
of Directors.
Any director may be removed, with or without
cause, only by the affirmative vote of the holders of a majority of the
outstanding common stock.
Section
18. Tie Votes. In the event that a vote which is duly
brought before the board of directors at a meeting at which a quorum is present
results in a tie vote, the vote of the Chairman of the Company or his duly
appointed delegate (who shall also be a director) shall be counted
twice.
ARTICLE
III
OFFICERS
Section
1.
Officers.
The
officers of the corporation shall be a President, one or more Vice Presidents as
the Board of Directors may fix from time to time by proper resolutions, a
Secretary and a Treasurer, all of whom shall be chosen by the Board of Directors
as provided for in Section 4 of Article II of these bylaws. Any two
of the above-named offices, except those of President and Secretary, may be held
by the same person, but no officer shall execute an acknowledgement or verify
any instrument in more than one capacity, if such instrument is required by law
or by these bylaws to be executed, acknowledged, verified or countersigned by
two or more officers. The Board may, by resolution, provide for an
Assistant Secretary and an Assistant Treasurer, and may also elect or appoint
such other officers, agents and employees as the Board may deem
proper.
Section
2.
Powers
and Duties.
The officers of the corporation shall have such
powers and duties as are usually incident to their respective offices, as well
as such powers and duties as from time to time shall be assigned to them by the
Board of Directors.
Section
3.
Checks,
Notes, Etc.
All checks and drafts of the corporation, bank
accounts, and all bills of exchange, promissory notes, and all acceptances,
obligations and other instruments for the payment of money shall be signed
and/or countersigned by such officers as the Board of Directors may
designate.
Section
4.
Corporate
Acknowledgments.
The corporation may acknowledge any
instrument required by law to be acknowledged by its attorney appointed to
serve, and such appointment may be embodied in the deed or instrument to be
acknowledged, or be made by a separate instrument, or such deed or other
instrument may be acknowledged by the President or a Vice President of the
corporation without such appointment, or in any manner provided by
law.
ARTICLE
IV
CAPITAL
STOCK
Section
1.
Stock
Certificates.
The certificates of stock of this corporation
shall be in such form as shall be approved by the Board of Directors, and shall
be signed by the President or a Vice President and countersigned by the
Secretary or Assistant Secretary and evidenced by the seal of the
corporation. Each certificate shall recite on its face that the stock
represented thereby is transferable only upon the books of the corporation
properly endorsed.
Section
2.
Issuing
Stock and Fixing Value.
The Board of Directors of this
corporation may issue the shares of its capital stock from time to time for such
considerations as the Board may deem advisable.
Section
3.
Title.
Title
to a certificate and to the shares represented thereby may be transferred only
(a) by delivery of the certificate endorsed, either in blank or to a specific
person, by the person appearing by the certificate to be the owner of the shares
represented thereby; or (b) by the delivery of the certificate and a separate
document containing a written assignment of the certificate or a power of
attorney to sell, assign, or transfer the same or the shares represented
thereby, to be signed by the person appearing by the certificate to be the owner
of the shares represented thereby. Such assignment or power of
attorney may be either in blank or to a specified person.
Section
4.
Lost
Certificate.
A new certificate may be issued in lieu of one
lost or destroyed without requiring publication of notice of loss and the cost
of said publication applied on a bond of proportionately increased penalty in
any case where such procedure is agreed to by said holder of record and deemed
adequate by the Board of Directors. A new certificate may also be
issued in the discretion of the Board without requiring either the publication
of notice of loss or the giving of a bond; and upon such other conditions as may
be agreed to by said holder of record and deemed adequate by the Board for the
protection of the corporation and its shareholders.
ARTICLE
V
FISCAL
YEAR AND CORPORATE SEAL
Section
1.
Fiscal
Year.
The fiscal year of the corporation shall begin on the
first day of January and shall end on the 31st day of December of each
year.
Section
2.
Corporate
Seal.
The Board of Directors shall provide a suitable seal
containing the name of the corporation, which seal shall be in the charge and
custody of the Secretary and Treasurer.
ARTICLE
VI
DIVIDENDS
Section
1.
Dividends.
The
Board of Directors may from time to time declare and pay dividends from the
surplus or any profits of the corporation, whenever they shall deem it expedient
in the exercise of discretion and in conformity with the provisions upon which
the capital stock of the corporation has been issued. If any
shareholder shall be indebted to the corporation, his dividend, or so much as is
necessary thereof, may be applied to the payment of such indebtedness, if then
due and payable.
Section
2.
Working
Capital.
The Board of Directors may fix a sum which may be set
aside or retained over and above the corporation’s capital stock paid in as
working capital for the corporation, and from time to time as the Board may
increase, diminish and vary the same in its absolute judgment and
discretion.
ARTICLE
VII
AMENDMENT
OF BYLAWS
Section
1.
Amendment.
The
Board of Directors shall have the power to make, amend and repeal the bylaws of
the corporation at any regular or special meeting by a majority of the votes
cast thereat.
* * * * *
* * *
I hereby
certify that the foregoing Amended and Restated Bylaws consisting of eight (8)
pages, are the Amended and Restated Bylaws of City Holding Company adopted by
the directors of the Company as of February 24, 2010, they are the whole
thereof exactly as adopted, and that I make this certificate to identify the
same pursuant to instructions of the Board of Directors.
Victoria A. Faw,
Secretary