BYLAWS
OF
HOME
BANCORP, INC.
(As
Amended Through March 23, 2009)
ARTICLE
I. OFFICES
1.1
Registered
Office and Registered Agent
. The registered office of Home
Bancorp, Inc. (the “Corporation”) shall be located in the State of Louisiana at
such place as may be fixed from time to time by the Board of Directors upon
filing of such notices as may be required by law, and the registered agent shall
have a business office identical with such registered office.
1.2
Other
Offices
. The Corporation may have other offices within or
outside the State of Louisiana at such place or places as the Board of Directors
may from time to time determine.
ARTICLE
II. SHAREHOLDERS’ MEETINGS
2.1
Meeting
Place
. All meetings of the shareholders shall be held at the
principal place of business of the Corporation, or at such other place within or
without the State of Louisiana as shall be determined from time to time by the
Board of Directors, and the place at which any such meeting shall be held shall
be stated in the notice of the meeting.
2.2
Annual
Meeting Time
. The annual meeting of the 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 the fourth Tuesday
of April
at the
hour of 1:00 p.m., if not a legal holiday, and if a legal holiday, then on the
day following, at the same hour, or at such other date and time as may be
determined by the Board of Directors and stated in the notice of such
meeting.
2.3
Organization
and Conduct
. Each meeting of the shareholders shall be
presided over by the President, or if the President is not present, by any
Executive or Senior Vice President or such other person as the directors may
determine. The Secretary, or in his absence a temporary Secretary,
shall act as secretary of each meeting of the shareholders. In the
absence of the Secretary and any temporary Secretary, the chairman of the
meeting may appoint any person present to act as secretary of the
meeting. The chairman of any meeting of the shareholders, unless
prescribed by law or regulation or unless the Board of Directors has otherwise
determined, shall determine the order of the business and the procedure at the
meeting, including such regulation of the manner of voting and the conduct of
discussions as shall be deemed appropriate by him in his sole
discretion.
2.4
Notice
.
(a) Notice of the time and place of the
annual meeting of shareholders shall be given by delivering personally or by
mailing a written or printed notice of the same, at least 10 days and not more
than 60 days prior to the meeting, to each shareholder of record entitled to
vote at such meeting. When any shareholders’ meeting, either annual
or special, is adjourned for 30 days or more, or if a new record date is fixed
for an adjourned meeting of shareholders, notice of the adjourned meeting shall
be given as in the case of an original meeting. It shall not be
necessary to give any notice of the time and place of any meeting adjourned for
less than 30 days or of the business to be transacted thereat (unless a new
record date is fixed therefor), other than an announcement at the meeting at
which such adjournment is taken.
(b) At least 15 days and not more than
60 days prior to the meeting, a written or printed notice of each special
meeting of shareholders, stating the place, day and hour of such meeting, and
the purpose or purposes for which the meeting is called, shall be either
delivered personally or mailed to each shareholder of record entitled to vote at
such meeting.
2.5
Voting
Record
. At least five days before each meeting of
shareholders, a complete record of the shareholders entitled to vote at such
meeting, or any adjournment thereof, shall be made, arranged in alphabetical
order, with the number and class of shares held by each shareholder, which
record shall be kept on file at the registered office of the Corporation and
shall be subject to inspection by any shareholder at any time during usual
business hours. The record shall be kept open at the time and place
of such meeting for the inspection by any
shareholder.
2.6
Quorum
. Except
as otherwise required by law or the Corporation’s Articles of Incorporation or
these Bylaws:
(a) A
quorum at any annual or special meeting of shareholders shall consist of
shareholders representing, either in person or by proxy, a majority of the
outstanding capital stock of the Corporation entitled to vote at such
meeting.
(b) The
votes of a majority in interest of those present at any properly called meeting
or adjourned meeting of shareholders, at which a quorum as defined above is
present, shall be sufficient to transact business.
2.7
Voting of
Shares
.
(a) Except
as otherwise provided in these Bylaws or to the extent that voting rights of the
shares of any class or classes are limited or denied by the Articles of
Incorporation, each shareholder, on each matter submitted to a vote at a meeting
of shareholders, shall have one vote for each share of stock registered in his
name on the books of the Corporation.
(b) Directors
are to be elected by a plurality of votes cast by the shares entitled to vote in
the election at a meeting at which a quorum is present. Shareholders
shall not be permitted to cumulate their votes for the election of
directors. If, at any meeting of the shareholders, due to a vacancy
or vacancies or otherwise, directors of more than one class of the Board of
Directors are to be elected, each class of directors to be elected at the
meeting shall be elected in a separate election by a plurality
vote.
2.8
Fixing of
Record Date
. For the purpose of determining shareholders
entitled to notice of or to vote at any meeting of shareholders, or any
adjournment thereof, or entitled to receive payment of any dividend, the Board
of Directors shall fix in advance a record date for such determination of
shareholders, such date to be not more than 60 days and, in case of a meeting of
shareholders, not less than 10 days prior to the date on which the particular
action requiring such determination of shareholders is to be
taken.
2.9
Proxies
. A
shareholder may vote either in person or by proxy executed in writing by the
shareholder, or his duly authorized attorney-in-fact. No proxy shall
be valid after 11 months from the date of its execution, unless otherwise
provided in the proxy.
2.10
Voting of
Shares in the Name of Two or More Persons
. Where shares are
held jointly or as tenants in common by two or more persons as fiduciaries or
otherwise, if only one or more of such persons is present in person or by proxy,
all of the shares standing in the names of such persons shall be deemed to be
represented for the purpose of determining a quorum and the Corporation shall
accept as the vote of all such shares the votes cast by him or a majority of
them and if in any case such persons are equally divided upon the manner of
voting the shares held by them, the vote of such shares shall be divided equally
among such persons, without prejudice to the rights of such joint owners or the
beneficial owners thereof among themselves, unless either (a) the
Corporation receives written notice to the contrary from a nonsigning registered
holder before the proxy is voted, or (b) there shall have been filed with
the Secretary of the Corporation a copy, certified by an attorney-at-law to be
correct, of the relevant portions of the agreements under which such shares are
held or the instrument by which the trust or estate was created or the decree of
court appointing them, or of a decree of court directing the voting of such
shares, and the persons specified as having such voting power in the latest such
document so filed, and only such persons, shall be entitled to vote such shares
but only in accordance therewith.
2.11
Voting of
Shares by Certain Holders
. Shares standing in the name of
another corporation may be voted by an officer, agent or proxy as the bylaws of
such corporation may prescribe, or, in the absence of such provision, in
accordance with the Louisiana Business Corporation Law, as amended
(“BCL”). Shares held by an administrator, executor, guardian or
conservator may be voted by him, either in person or by proxy, without a
transfer of such shares into his name. Shares standing in the name of
a trustee may be voted by him, either in person or by proxy. Shares
standing in the name of a receiver may be voted by such receiver, and shares
held by or under the control of a receiver may be voted by such receiver without
the transfer thereof into his name if authority to do so is contained in an
appropriate order of the court or other public authority by which such receiver
was appointed. A shareholder whose shares are pledged shall be
entitled to vote such shares until the shares have been transferred into the
name of the pledgee or nominee, and thereafter the pledgee or nominee shall be
entitled to vote the shares so transferred.
2.12
Inspectors
. For
each meeting of shareholders, the Board of Directors may appoint one or more
inspectors of election. If for any meeting the inspector(s) appointed
by the Board of Directors shall be unable to act or the Board of Directors shall
fail to appoint any inspector, one or more inspectors may be appointed at the
meeting by the chairman thereof. Such inspectors shall conduct the
voting in each election of directors and, as directed by the Board of Directors
or the chairman of the meeting, the voting on each matter voted on at such
meeting, and after the voting shall make a certificate of the vote
taken. Inspectors need not be
shareholders.
ARTICLE
III. CAPITAL STOCK
3.1
Certificates
. Shares
of the Corporation’s capital stock may be represented by certificates or, to the
extent permitted by the BCL, may be uncertificated. To the extent
they are issued, certificates of stock shall be issued in numerical order, and
each shareholder shall be entitled to a certificate signed by the President or a
Vice President, and the Secretary or the Treasurer, and may be sealed with the
seal of the Corporation or a facsimile thereof. The signatures of
such officers may be facsimiles if the certificate is manually signed on behalf
of a transfer agent, or registered by a registrar, other than the Corporation
itself or an employee of the Corporation. If an officer who has
signed or whose facsimile signature has been placed upon such certificate ceases
to be an officer before the certificate is issued, it may be issued by the
Corporation with the same effect as if the person were an officer on the date of
issue. Each certificate of stock shall
state:
(a) that
the Corporation is incorporated under the laws of the State of
Louisiana;
(b) the
name of the person to whom issued;
(c) the
number and class of shares and the designation of the series, if any, which such
certificate represents;
(d) the
par value of each share represented by such certificate, or a statement that
such shares are without par value; and
(e) such
other information as may be required by the BCL.
3.2
Transfers
. Transfers
of stock shall be made only upon the stock transfer books of the Corporation,
kept at the registered office of the Corporation or at its principal place of
business, or at the office of its transfer agent or registrar. The
Board of Directors may, by resolution, open a share register in any state of the
United States, and may employ an agent or agents to keep such register, and to
record transfers of shares therein.
3.3
Registered
Owner
. Registered shareholders shall be treated by the
Corporation as the holders in fact of the stock standing in their respective
names and the Corporation shall not be bound to recognize any equitable or other
claim to or interest in any share on the part of any other person, whether or
not it shall have express or other notice thereof, except as expressly provided
below or by the laws of the State of Louisiana. The Board of
Directors may adopt by resolution a procedure whereby a shareholder of the
Corporation may certify in writing to the Corporation that all or a portion of
the shares registered in the name of such shareholder are held for the account
of a specified person or persons. The resolution shall set
forth:
(a) The
classification of shareholder who may certify;
(b) The
purpose or purposes for which the certification may be
made;
(c) The
form of certification and information to be contained
therein;
(d) If the
certification is with respect to a record date or closing of the stock transfer
books, the date within which the certification must be received by the
Corporation; and
(e) Such
other provisions with respect to the procedure as are deemed necessary or
desirable.
Upon receipt by the
Corporation of a certification complying with the above requirements, the
persons specified in the certification shall be deemed, for the purpose or
purposes set forth in the certification, to be the holders of record of the
number of shares specified in place of the shareholder making the
certification.
3.4
Mutilated,
Lost or Destroyed Certificates
. In case of any mutilation,
loss or destruction of any certificate of stock, another may be issued in its
place upon receipt of proof of such mutilation, loss or
destruction. The Board of Directors may impose conditions on such
issuance and may require the giving of a satisfactory bond or indemnity to the
Corporation in such sum as they might determine, or establish such other
procedures as they deem necessary.
3.5
Fractional
Shares or Scrip
. The Corporation may (a) issue fractions of a
share which shall entitle the holder to exercise voting rights, to receive
dividends thereon, and to participate in any of the assets of the Corporation in
the event of liquidation; (b) arrange for the disposition of fractional
interests by those entitled thereto; (c) pay in cash the fair value of fractions
of a share as of the time when those entitled to receive such shares are
determined; or (d) issue scrip in registered or bearer form which shall entitle
the holder to receive a certificate for a full share upon the surrender of such
scrip aggregating a full share.
3.6
Shares of
Another Corporation
. Shares owned by the Corporation in
another corporation, domestic or foreign, may be voted by such officer, agent or
proxy as the Board of Directors may determine or, in the absence of such
determination, by the President of the Corporation.
ARTICLE
IV. BOARD OF DIRECTORS
4.1
Number and
Powers; Age Limitation
. The management of all the affairs,
property and interest of the Corporation shall be vested in a Board of
Directors. The Board of Directors shall be divided into three classes
as nearly equal in number as possible. The initial Board of Directors
shall consist of eight persons. The classification and term of the
directors shall be as set forth in the Corporation’s Articles of Incorporation,
which provisions are incorporated herein with the same effect as if they were
set forth herein. Directors need not be residents of the State of
Louisiana. Directors will be expected to acquire and maintain an
investment in the Company’s common stock in accordance with the policies of the
Board of Directors as established from time-to-time. No person
seventy-two years of age shall be eligible for election, reelection,
appointment, or reappointment to the Board of Directors of the
Corporation. No director shall serve as such beyond the annual
meeting of Corporation immediately following the director becoming seventy-two.
This age limitation does not apply to an advisory or emeritus
director. In addition to the powers and authorities expressly
conferred upon it by these Bylaws and the Articles of Incorporation, the Board
of Directors may exercise all such powers of the Corporation and do all such
lawful acts and things as are not by statute or by the Articles of Incorporation
or by these Bylaws directed or required to be exercised or done by the
shareholders.
4.2
Change of
Number
. The number of directors may at any time be increased
or decreased by a vote of a majority of the Board of Directors, provided that no
decrease shall have the effect of shortening the term of any incumbent director
except as provided in Sections 4.3 and 4.4 hereunder. Notwithstanding
anything to the contrary contained within these Bylaws, the number of directors
may not be less than 5 nor more than 15.
4.3
Vacancies
. All
vacancies in the Board of Directors shall be filled in the manner provided in
the Corporation’s Articles of Incorporation, which provisions are incorporated
herein with the same effect as if they were set forth
herein.
4.4
Removal of
Directors
. Directors may be removed in the manner provided in
the Corporation’s Articles of Incorporation, which provisions are incorporated
herein with the same effect as if they were set forth
herein.
4.5
Regular
Meeting
. Regular meetings of the Board of Directors or any
committee may be held without notice at the principal place of business of the
Corporation or at such other place or places, either within or without the State
of Louisiana, as the Board of Directors or such committee, as the case may be,
may from time to time designate. The annual meeting of the Board of
Directors shall be held without notice immediately after the adjournment of the
annual meeting of shareholders.
4.6
Special
Meetings
.
(a) Special
meetings of the Board of Directors may be called at any time by the President or
by a majority of the authorized number of directors, to be held at the principal
place of business of the Corporation or at such other place or places as the
Board of Directors or the person or persons calling such meeting may from time
to time designate. Notice of all special meetings of the Board of
Directors shall be given to each director by five days’ service of the same by
telegram, by letter, or personally. Such notice need not specify the
business to be transacted at, nor the purpose of, the
meeting.
(b) Special
meetings of any committee may be called at any time by such person or persons
and with such notice as shall be specified for such committee by the Board of
Directors, or in the absence of such specification, in the manner and with the
notice required for special meetings of the Board of
Directors.
4.7
Quorum
. A
majority of the Board of Directors shall be necessary at all meetings to
constitute a quorum for the transaction of business.
4.8
Waiver of
Notice
. Attendance of a director at a meeting shall constitute
a waiver of notice of such meeting, except where a director attends for the
express purpose of objecting to the transaction of any business because the
meeting is not lawfully called or convened. A waiver of notice signed
by the director or directors, whether before or after the time stated for the
meeting, shall be equivalent to the giving of notice.
4.9
Registering
Dissent
. A director who is present at a meeting of the Board
of Directors at which action on a corporate matter is taken shall be presumed to
have assented to such action unless his dissent is entered in the minutes of the
meeting, or unless he files his written dissent to such action with the person
acting as the secretary of the meeting before the adjournment thereof, or unless
he delivers his dissent in writing to the Secretary of the Corporation
immediately after the adjournment of the meeting. Such right to
dissent shall not apply to a director who voted in favor of such
action.
4.10
Executive,
Audit and Other Committees
. Standing or special committees may
be appointed from its own number by the Board of Directors from time to time,
and the Board of Directors may from time to time invest such committees with
such powers as it may see fit, subject to such conditions as may be prescribed
by the Board. An Executive Committee may be appointed by resolution
passed by a majority of the full Board of Directors. It shall have
and exercise all of the authority of the Board of Directors, except in reference
to amending the Articles of Incorporation, adopting a plan of merger or
consolidation, recommending the sale, lease or exchange or other dispositions of
all or substantially all the property and assets of the Corporation otherwise
than in the usual and regular course of business, recommending a voluntary
dissolution or a revocation thereof, or amending these Bylaws. An
Audit Committee shall be appointed by resolution passed by a majority of the
full Board of Directors. Members of the Audit Committee shall be
directors who meet all applicable standards under the regulations of the
Securities and Exchange Commission and the standards of the Nasdaq Stock
Market. The Audit Committee shall appoint or recommend independent
auditors to the Board of Directors annually and shall review the Corporation’s
budget, the scope and results of the audit performed by the Corporation’s
independent auditors and the Corporation’s system of internal control and audit
with management and such independent auditors, and such other duties as may be
assigned to it by the Board of Directors. All committees appointed by
the Board of Directors shall keep regular minutes of the transactions of their
meetings and shall cause them to be recorded in books kept for that purpose in
the office of the Corporation. The designation of any such committee,
and the delegation of authority thereto, shall not relieve the Board of
Directors, or any member thereof, of any responsibility imposed by
law.
4.11
Remuneration
. No
stated fee shall be paid to directors, as such, for their service, but by
resolution of the Board of Directors, a fixed sum and expenses of attendance, if
any, may be allowed for attendance at each regular or special meeting of such
Board; provided, that nothing herein contained shall be construed to preclude
any director from serving the Corporation in any other capacity and receiving
compensation therefor. Members of standing or special committees may
be allowed like compensation for attending committee
meetings.
4.12
Action by
Directors Without a Meeting
. Any action which may be taken at
a meeting of the directors, or of a committee thereof, may be taken without a
meeting if a consent in writing, setting forth the action so taken or to be
taken, shall be signed by all of the directors, or all of the members of the
committee, as the case may be. Such consent shall have the same
effect as a unanimous vote.
4.13
Action of
Directors by Communications Equipment
. Any action which may be
taken at a meeting of directors, or of a committee thereof, may be taken by
means of a conference telephone or similar communications equipment by means of
which all persons participating in the meeting can hear each other at the same
time.
4.14
Chairman of
the Board of Directors
. The Board of Directors may elect from
among its members a Chairman of the Board and a Vice Chairman of the Board of
Directors. The Chairman of the Board of Directors (or, in his
absence, the Vice Chairman of the Board, if one has been elected) shall preside
at all meetings of the Board of Directors. The Chairman of the Board
(and the Vice Chairman of the Board, if one has been elected) shall perform such
other duties as may be assigned from time to time by the Board of
Directors.
ARTICLE
V. OFFICERS
5.1
Designations
. The
officers of the Corporation shall be the Chairman of the Board, a President, a
Secretary and a Treasurer, as well as such Vice Presidents (including Executive
and Senior Vice Presidents), Assistant Secretaries and Assistant Treasurers as
the Board may designate, who shall be elected for one year by the directors at
their first meeting after the annual meeting of shareholders, and who shall hold
office until their successors are elected and qualify. Any two or
more offices may be held by the same person, except that the offices of
President and Secretary may not be held by the same
person.
5.2
Powers and
Duties
. The officers of the Corporation shall have such
authority and perform such duties as the Board of Directors may from time to
time authorize or determine. In the absence of action by the Board of
Directors, the officers shall have such powers and duties as generally pertain
to their respective offices.
5.3
Delegation
. In
the case of absence or inability to act of any officer of the Corporation and of
any person herein authorized to act in his place, the Board of Directors may
from time to time delegate the powers or duties of such officer to any other
officer or any director or other person whom it may
select.
5.4
Vacancies
. Vacancies
in any office arising from any cause may be filled by the Board of Directors at
any regular or special meeting of the Board.
5.5
Other
Officers
. Directors may appoint such other officers and agents
as it shall deem necessary or expedient, who shall hold their offices for such
terms and shall exercise such powers and perform such duties as shall be
determined from time to time by the Board of
Directors.
5.6
Term -
Removal
. The officers of the Corporation shall hold office
until their successors are chosen and qualify. Any officer or agent
elected or appointed by the Board of Directors may be removed at any time, with
or without cause, by the affirmative vote of a majority of the whole Board of
Directors, but such removal shall be without prejudice to the contract rights,
if any, of the person so removed.
5.7
Bonds
. The
Board of Directors may, by resolution, require any and all of the officers to
give bonds to the Corporation, with sufficient surety or sureties, conditioned
for the faithful performance of the duties of their respective offices, and to
comply with such other conditions as may from time to time be required by the
Board of Directors.
ARTICLE
VI. FISCAL YEAR; ANNUAL AUDIT
The fiscal year of
the Corporation shall end on the 31st day of December of each
year. The Corporation shall be subject to an annual audit as of the
end of its fiscal year by independent public accountants appointed by and
responsible to the Board of Directors.
ARTICLE
VII. DIVIDENDS AND FINANCE
7.1
Dividends
. Dividends
may be declared by the Board of Directors and paid by the Corporation out of the
unreserved and unrestricted earned surplus of the Corporation, or out of the
unrestricted capital surplus of the Corporation, subject to the conditions and
limitations imposed by the laws of the State of Louisiana. The Board
of Directors may declare dividends payable to the holders of record at the close
of business on any business day not more than 60 days prior to the date on which
the dividend is paid.
7.2
Reserves
. Before
making any distribution of earned surplus, there may be set aside out of the
earned surplus of the Corporation such sum or sums as the directors from time to
time in their absolute discretion deem expedient as a reserve fund to meet
contingencies, or for equalizing dividends, or for maintaining any property of
the Corporation, or for any other purpose. Any earned surplus of any year not
distributed as dividends shall be deemed to have thus been set apart until
otherwise disposed of by the Board of Directors.
7.3
Depositories
. The
monies of the Corporation shall be deposited in the name of the Corporation in
such bank or banks or trust company or trust companies as the Board of Directors
shall designate, and shall be drawn out only by check or other order for payment
of money signed by such persons and in such manner as may be determined by
resolution of the Board of Directors.
ARTICLE
VIII. PERSONAL LIABILITY OF DIRECTORS AND OFFICERS
Directors and
officers of the Corporation shall not be personally liable for monetary damages
for any action taken, or any failure to take any action, as a director or
officer to the extent set forth in the Corporation’s Articles of Incorporation,
which provisions are incorporated herein with the same effect as if they were
set forth herein.
ARTICLE
IX. NOTICES
Except as may
otherwise be required by law, any notice to any shareholder or director may be
delivered personally or by mail. If mailed, the notice shall be
deemed to have been delivered when deposited in the United States mail,
addressed to the addressee at his last known address in the records of the
Corporation, with postage thereon prepaid.
ARTICLE
X. SEAL
The corporate seal of
the Corporation shall be in such form and bear such inscription as may be
adopted by resolution of the Board of Directors, or by usage of the officers on
behalf of the Corporation.
ARTICLE
XI. BOOKS AND RECORDS
The Corporation shall
keep correct and complete books and records of account and shall keep minutes
and proceedings of meetings of its shareholders and Board of Directors; and it
shall keep at its registered office or principal place of business, or at the
office of its transfer agent or registrar, a record of its shareholders, giving
the names and addresses of all shareholders and the number and class of the
shares held by each. Any books, records and minutes may be in written
form or any other form capable of being converted into written form within a
reasonable time.
ARTICLE
XII. AMENDMENTS
These Bylaws may be
altered, amended or repealed only as set forth in the Corporation’s Articles of
Incorporation, which provisions are incorporated herein with the same effect as
if they were set forth herein.