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8-K - SHORE BANCSHARES INC | v210254_8k.htm |
EXHIBIT
3.2
THIRD
AMENDMENT TO AMENDED AND RESTATED BY-LAWS
OF
SHORE
BANCSHARES, INC.
The Amended and Restated By-Laws of
Shore Bancshares, Inc., as amended by a First Amendment and a Second Amendment
thereto, are hereby further amended by deleting Sections 1, 2 and 3 of ARTICLE
III in their entireties and substituting the following in lieu
thereof:
SECTION 1. Election, Tenure, and
Compensation. The officers of the Corporation shall be a
President, one or more Vice Presidents (if so elected by the Board of
Directors), a Secretary and a Treasurer. The Board of Directors may
elect such other officers as it may from time to time consider necessary or
appropriate for the proper conduct of the business of the
Corporation. The Board may also have a Chairman of the
Board. The officers shall be elected annually by the Board of
Directors at its first meeting following the annual meeting of the stockholders
and shall have such powers and duties as may be set forth in these By-Laws or
conferred upon or assigned to them from time to time by the Board of
Directors. The Chairman, if one is elected, shall be a director and
the other officers may, but need not be, directors. Any two or more
of the above officers, except those of President and Vice President, may be held
by the same person, but no officer shall execute, acknowledge, or verify any
instrument in more than one capacity if such instrument is required by law or by
these By-Laws to be executed, acknowledged or verified by any two or more
officers. The compensation or salary paid all officers of the
Corporation shall be fixed by resolutions adopted by the Board of
Directors.
Except
where otherwise expressly provided in a contract duly authorized by the Board of
Directors, all officers of the Corporation shall be subject to removal at any
time by the affirmative vote of a majority of the Board of
Directors. All employees and agents of the Corporation shall hold
such positions at the discretion of the Board of Directors or of the officers
appointing them.
SECTION 2. Powers and Duties of the
Chairman. The Chairman, if one is elected, shall preside at
all meetings of the stockholders and of the Board of Directors. The
Chairman shall be ex-officio a member of all the standing committees of the
Board of Directors. The Chairman shall do and perform such other
duties as may from time to time be assigned to the Chairman by the Board of
Directors.
SECTION 3. Powers and Duties of the
President. The President shall, unless the Board of Directors
so empowers another person, be the chief executive officer of the Corporation
and shall supervise the carrying out of the policies adopted or approved by the
Board of Directors. The President shall have general executive powers
and duties, including, without limitation, general charge and control of the
Corporation’s business affairs and properties and general powers and duties of
supervision and management usually vested in the office of President of a
corporation. The President shall also have such specific powers and
duties as may be conferred upon or assigned to the President from time to time
by the Board of Directors. The President may sign and execute all
authorized bonds, contracts, obligations, and other instruments and documents in
the name of the Corporation.