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8-K - FORM 8-K - WILMINGTON TRUST CORP | l42735e8vk.htm |
EX-3.1 - EX-3.1 - WILMINGTON TRUST CORP | l42735exv3w1.htm |
Exhibit 3.2
BYLAWS
OF
MTB ONE, INC.
OF
MTB ONE, INC.
ARTICLE
I
OFFICES
SECTION 1.01 Registered Office. The registered office of MTB One, Inc. (the
Corporation) shall be established and maintained at the office of National Registered
Agents, Inc., 160 Greentree Drive, Suite 101, Dover, Kent County, Delaware 19904, and said National
Registered Agents, Inc. shall be the registered agent of the Corporation in charge thereof.
SECTION 1.02 Other Offices. The Corporation may have other offices, either within or
without the State of Delaware, at such place or places as the Board of Directors may from time to
time select or the business of the Corporation may require.
ARTICLE
II
MEETINGS
OF STOCKHOLDERS
SECTION 2.01 Annual Meetings. Annual meetings of stockholders for the election of
directors, and for such other business as may be stated in the notice of the meeting, shall be held
at such place, either within or without the State of Delaware, and at such time and date as the
Board of Directors, by resolution, shall determine and as set forth in the notice of the meeting.
At each annual meeting, the stockholders entitled to vote shall elect a Board of Directors and they
may transact such other corporate business as shall be stated in the notice of the meeting.
SECTION 2.02 Special Meetings. Special meetings of the stockholders for any purpose
or purposes may be called by the Chairman of the Board, the President or the Secretary, or by
resolution of the Board of Directors.
SECTION 2.03 Voting. Each stockholder entitled to vote in accordance with the terms
of the Certificate of Incorporation of the Corporation (the Certificate of Incorporation)
and these Bylaws may vote in person or by proxy, but no proxy shall be voted after three years from
its date unless such proxy provides for a longer period. All elections for directors shall be
decided by plurality vote; all other questions shall be decided by majority vote except as
otherwise provided by the Certificate of Incorporation or the laws of the State of Delaware.
A complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical
order, with the address of each, and the number of shares held by each, shall be open
to the
examination of any stockholder, for any purpose germane to the meeting, during ordinary business
hours, for a period of at least ten days prior to the meeting, either at a place within the city
where the meeting is to be held, which place shall be specified in the notice of the meeting, or,
if not so specified, at the place where the meeting is to be held. The list shall also be produced
and kept at the time and place of the meeting during the whole time thereof, and may be inspected
by any stockholder who is entitled to be present.
SECTION 2.04 Quorum. Except as otherwise required by law, by the Certificate of
Incorporation or by these Bylaws, the presence, in person or by proxy, of stockholders holding
shares constituting a majority of the voting power of the Corporation shall constitute a quorum at
all meetings of the stockholders. In case a quorum shall not be present at
any meeting, a majority in interest of the stockholders entitled to vote thereat, present in
person or by proxy, shall have the power to adjourn the meeting from time to time, without notice
other than announcement at the meeting, until the requisite amount of stock entitled to vote shall
be present. At any such adjourned meeting at which the requisite amount of stock entitled to vote
shall be represented, any business may be transacted that might have been transacted at the meeting
as originally noticed; but only those stockholders entitled to vote at the meeting as originally
noticed shall be entitled to vote at any adjournment or adjournments thereof.
SECTION 2.05 Notice of Meetings. Written notice, stating the place, date and time of
the meeting, and the general nature of the business to be considered, shall be given to each
stockholder entitled to vote thereat, at his or her address as it appears on the records of the
Corporation, not less than ten nor more than sixty days before the date of the meeting. No
business other than that stated in the notice shall be transacted at any meeting without the
unanimous consent of all the stockholders entitled to vote thereat.
SECTION 2.06 Action Without Meeting. Unless otherwise provided by the Certificate of
Incorporation, any action required or permitted to be taken at any annual or special meeting of
stockholders may be taken without a meeting, without prior notice and without a vote, if a consent
in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock
having not less than the minimum number of votes that would be necessary to authorize or take such
action at a meeting at which all shares entitled to vote thereon were present and voted. Prompt
notice of the taking of the corporate action without a meeting by less than unanimous written
consent shall be given to those stockholders who have not consented in writing.
ARTICLE
III
DIRECTORS
SECTION 3.01 Number and Term. The business and affairs of the Corporation shall be
managed under the direction of a Board of Directors which shall consist of not less than two
persons. The exact number of directors shall initially be three and may thereafter be fixed from
time to time by the Board of Directors. Directors shall be elected at the annual meeting of
stockholders and each director shall be elected to serve until his or her successor shall be
elected and shall qualify. A director need not be a stockholder.
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SECTION 3.02 Resignations. Any director may resign at any time. Such resignation
shall be made in writing, and shall take effect at the time specified therein, and if no time be
specified, at the time of its receipt by the Chairman of the Board, the President or the Secretary.
The acceptance of a resignation shall not be necessary to make it effective.
SECTION 3.03 Vacancies. If the office of any director becomes vacant, the remaining
directors in the office, though less than a quorum, by a majority vote, may appoint any qualified
person to fill such vacancy, who shall hold office for the unexpired term and until his or her
successor shall be duly chosen. If the office of any director becomes vacant and there are no
remaining directors, the stockholders, by the affirmative vote of the holders of shares
constituting a majority of the voting power of the Corporation, at a special meeting called for
such purpose, may appoint any qualified person to fill such vacancy.
SECTION 3.04 Removal. Except as hereinafter provided, any director or directors may
be removed either for or without cause at any time by the affirmative vote of the holders of a
majority of the voting power entitled to vote for the election of directors, at an
annual meeting or a special meeting called for the purpose, and the vacancy thus created may
be filled, at such meeting, by the affirmative vote of holders of shares constituting a majority of
the voting power of the Corporation.
SECTION 3.05 Committees. The Board of Directors may, by resolution or resolutions
passed by a majority of the whole Board of Directors, designate one or more committees, each
committee to consist of one or more directors of the Corporation.
Any such committee, to the extent provided in the resolution of the Board of Directors, or in
these Bylaws, shall have and may exercise all the powers and authority of the Board of Directors in
the management of the business and affairs of the Corporation, and may authorize the seal of the
Corporation to be affixed to all papers which may require it.
SECTION 3.06 Meetings. The newly elected directors may hold their first meeting for
the purpose of organization and the transaction of business, if a quorum be present, immediately
after the annual meeting of the stockholders; or the time and place of such meeting may be fixed by
consent of all the Directors.
Regular meetings of the Board of Directors may be held without notice at such places and times
as shall be determined from time to time by resolution of the Board of Directors.
Special meetings of the Board of Directors may be called by the Chairman of the Board or the
President, or by the Secretary on the written request of any director, on at least one days notice
to each director (except that notice to any director may be waived in writing by such
director) and shall be held at such place or places as may be determined by the Board of
Directors, or as shall be stated in the call of the meeting.
Unless otherwise restricted by the Certificate of Incorporation or these Bylaws, members of
the Board of Directors, or any committee designated by the Board of Directors, may participate in
any meeting of the Board of Directors or any committee thereof by means of a
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conference telephone
or similar communications equipment by means of which all persons participating in the meeting can
hear each other, and such participation in a meeting shall constitute presence in person at the
meeting.
SECTION 3.07 Quorum. A majority of the Directors shall constitute a quorum for the
transaction of business. If at any meeting of the Board of Directors there shall be less than a
quorum present, a majority of those present may adjourn the meeting from time to time until a
quorum is obtained, and no further notice thereof need be given other than by announcement at the
meeting which shall be so adjourned. The vote of the 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
Certificate of Incorporation or these Bylaws shall require the vote of a greater number.
SECTION 3.08 Compensation. Directors shall not receive any stated salary for their
services as directors or as members of committees, but by resolution of the Board of Directors a
fixed fee and expenses of attendance may be allowed for attendance at each meeting. Nothing herein
contained shall be construed to preclude any director from serving the Corporation in any other
capacity as an officer, agent or otherwise, and receiving compensation therefor.
SECTION 3.09 Action Without Meeting. Any action required or permitted to be taken at
any meeting of the Board of Directors or of any committee thereof may be taken without a meeting if
a written consent thereto is signed by all members of the Board of Directors or of such committee,
as the case may be, and such written consent is filed with the minutes of proceedings of the Board
of Directors or such committee.
ARTICLE
IV
OFFICERS
SECTION 4.01 Officers. The officers of the Corporation shall be a Chairman of the
Board, a President, one or more Vice Presidents, a Treasurer and a Secretary, all of whom shall be
elected by the Board of Directors and shall hold office until their successors are duly elected and
qualified. In addition, the Board of Directors may elect such Assistant Secretaries and Assistant
Treasurers as they may deem proper. The Board of Directors may appoint such other officers and
agents as it may deem advisable, 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. Any number of offices may be held by the same person.
SECTION 4.02 Chairman of the Board. The Chairman of the Board shall be the Chief
Executive Officer of the Corporation. He or she shall preside at all meetings of the Board of
Directors and shall have and perform such other duties as may be assigned to him or her by the
Board of Directors. The Chairman of the Board shall have the power to execute bonds, mortgages and
other contracts on behalf of the Corporation, and to cause the seal of the Corporation to be
affixed to any instrument requiring it, and when so affixed the seal shall be
attested to by the signature of the Secretary or the Treasurer or an Assistant Secretary or an
Assistant Treasurer.
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SECTION 4.03 President. The President shall be the Chief Operating Officer of the
Corporation. He or she shall have the general powers and duties of supervision and management
usually vested in the office of President of a corporation. The President shall have the power to
execute bonds, mortgages and other contracts on behalf of the Corporation, and to cause the seal to
be affixed to any instrument requiring it, and when so affixed the seal shall be attested to by the
signature of the Secretary or the Treasurer or an Assistant Secretary or an Assistant Treasurer.
SECTION 4.04 Vice Presidents. Each Vice President shall have such powers and shall
perform such duties as shall be assigned to him or her by the Board of Directors.
SECTION 4.05 Treasurer. The Treasurer shall be the Chief Financial Officer of the
Corporation. He or she shall have the custody of the Corporate funds and securities and shall keep
full and accurate account of receipts and disbursements in books belonging to the Corporation. He
or she shall deposit all moneys and other valuables in the name and to the credit of the
Corporation in such depositaries as may be designated by the Board of Directors. He or she shall
disburse the funds of the Corporation as may be ordered by the Board of Directors, the Chairman of
the Board, or the President, taking proper vouchers for such disbursements. He or she shall render
to the Chairman of the Board, the President and Board of Directors at the regular meetings of the
Board of Directors, or whenever they may request it, an account of all his or her transactions as
Treasurer and of the financial condition of the
Corporation. If required by the Board of Directors, he or she shall give the Corporation a
bond for the faithful discharge of his or her duties in such amount and with such surety as the
Board of Directors shall prescribe.
SECTION 4.06 Secretary. The Secretary shall give, or cause to be given, notice of all
meetings of stockholders and of the Board of Directors and all other notices required by law or by
these Bylaws, and in case of his or her absence or refusal or neglect so to do, any such notice may
be given by any person thereunto directed by the Chairman of the Board or the President, or by the
Board of Directors, upon whose request the meeting is called as provided in these Bylaws. He or
she shall record all the proceedings of the meetings of the Board of Directors, any committees
thereof and the stockholders of the Corporation in a book to be kept for that purpose, and shall
perform such other duties as may be assigned to him or her by the Board of Directors, the Chairman
of the Board or the President. He or she shall have the custody of the seal of the Corporation and
shall affix the same to all instruments requiring it, when authorized by the Board of Directors,
the Chairman of the Board or the President, and attest to the same.
SECTION 4.07 Assistant Treasurers and Assistant Secretaries. Assistant Treasurers and
Assistant Secretaries, if any, shall be elected and shall have such powers and shall perform such
duties as shall be assigned to them, respectively, by the Board of Directors.
ARTICLE
V
MISCELLANEOUS
SECTION 5.01 Certificates of Stock. The shares of the capital stock of the
Corporation shall be represented by certificates or shall be uncertificated. Each registered
holder
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of shares of capital stock, upon request to the Corporation, shall be provided with a stock
certificate, representing the number of shares owned by such holder. Absent specific request for
such a certificate by the registered owner or transferee thereof, all shares shall be
uncertificated upon the original issuance thereof by the Corporation or upon the surrender for
transfer of the certificate representing such shares to the Corporation or its transfer agent.
Certificates of stock of the Corporation shall be of such form and device as the Board of Directors
may from time to time determine.
SECTION 5.02 Lost Certificates. A new certificate of stock may be issued in the place
of any certificate theretofore issued by the Corporation, alleged to have been lost or destroyed,
and the Board of Directors may, in its discretion, require the owner of the lost or destroyed
certificate, or such owners legal representatives, to give the Corporation a bond, in such sum as
they may direct, not exceeding double the value of the stock, to indemnify the Corporation against
any claim that may be made against it on account of the alleged loss of any such certificate, or
the issuance of any such new certificate.
SECTION 5.03 Transfer of Shares. The shares of stock of the Corporation shall be
transferable only upon its books by the holders thereof in person or by their duly authorized
attorneys or legal representatives, and upon surrender to the Corporation or to the transfer agent
of the Corporation of a certificate for shares duly endorsed or accompanied by proper evidence of
succession, assignation, or authority to transfer, the Corporation shall issue or cause to be
issued uncertificated shares or, if requested by the appropriate person, a new certificate to the
person entitled thereto, cancel the surrendered certificate, and record the transaction upon its
books. Upon receipt of proper transfer instructions from the registered owner of uncertificated
shares, such uncertificated shares shall be canceled and issuance of new
equivalent uncertificated shares shall be made to the person entitled thereto and the
transaction shall be recorded upon the books of the Corporation. Within a reasonable time after
the transfer of uncertificated shares, the Corporation shall send to the registered owner thereof a
written notice containing the information required to be set forth or stated on certificates
pursuant to Sections 151, 156, 202(a) or 218(a) of the General Corporation Law of the State of
Delaware. A record shall be made of each transfer and whenever a transfer shall be made for
collateral security, and not absolutely, it shall be so expressed in the entry of the transfer.
SECTION 5.04 Stockholders Record Date. In order that the Corporation may determine
the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment
thereof, or to express consent to corporate action in writing without a meeting, or entitled to
receive payment of any dividend or other distribution or allotment of any rights, or entitled to
exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of
any other lawful action, the Board of Directors may fix a record date, which record date shall not
precede the date upon which the resolution fixing the record date is adopted by the Board of
Directors and which record date: (1) in the case of determination of stockholders entitled to vote
at any meeting of stockholders or adjournment thereof, shall, unless otherwise required by law, not
be more than sixty nor less than ten days before the date of such meeting; (2) in the case of
determination of stockholders entitled to express consent to corporate action in writing without a
meeting, shall not be more than ten days from the date upon which the resolution fixing the record
date is adopted by the Board of Directors; and (3) in the case of any other action, shall not be
more than sixty days prior to such other action. If no record date is
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fixed: (1) the record date
for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be
at the close of business on the day next preceding the day on
which notice is given, or, if notice is waived, at the close of business on the day next
preceding the day on which the meeting is held; (2) the record date for determining stockholders
entitled to express consent to corporate action in writing without a meeting when no prior action
of the Board of Directors is required by law, shall be the first day on which a signed written
consent setting forth the action taken or proposed to be taken is delivered to the Corporation in
accordance with applicable law, or, if prior action by the Board of Directors is required by law,
shall be at the close of business on the day on which the Board of Directors adopts the resolution
taking such prior action; and (3) the record date for determining stockholders for any other
purpose shall be at the close of business on the day on which the Board of Directors adopts the
resolution relating thereto. A determination of stockholders of record entitled to notice of or to
vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however,
that the Board of Directors may fix a new record date for the adjourned meeting.
SECTION 5.05 Dividends. Subject to the provisions of the Certificate of
Incorporation, the Board of Directors may, out of funds legally available therefor at any regular
or special meeting, declare dividends upon stock of the Corporation as and when they deem
appropriate. Before declaring any dividend there may be set apart out of any funds of the
Corporation available for dividends, such sum or sums as the Board of Directors from time to time
in their discretion deem proper for working capital or as a reserve fund to meet contingencies or
for equalizing dividends or for such other purposes as the Board of Directors shall deem conducive
to the interests of the Corporation.
SECTION 5.06 Seal. The corporate seal of the Corporation shall be in such form as
shall be determined by resolution of the Board of Directors. Said seal may be used by
causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise
imprinted upon the subject document or paper.
SECTION 5.07 Fiscal Year. The fiscal year of the Corporation shall be determined by
resolution of the Board of Directors.
SECTION 5.08 Checks. All checks, drafts or other orders for the payment of money,
notes or other evidences of indebtedness issued in the name of the Corporation shall be signed by
such officer or officers, or agent or agents, of the Corporation, and in such manner as shall be
determined from time to time by resolution of the Board of Directors.
SECTION 5.09 Notice and Waiver of Notice. Whenever any notice is required to be given
under these Bylaws, personal notice is not required unless expressly so stated, and any notice so
required shall be deemed to be sufficient if given by depositing the same in the United States
mail, postage prepaid, addressed to the person entitled thereto at his or her address as it appears
on the records of the Corporation, and such notice shall be deemed to have been given on the day of
such mailing. Stockholders not entitled to vote shall not be entitled to receive notice of any
meetings except as otherwise provided by law. Whenever any notice is required to be given under
the provisions of any law, or under the provisions of the Certificate of Incorporation or of these
Bylaws, a waiver thereof, in writing and signed by the
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person or persons entitled to said notice,
whether before or after the time stated therein, shall be deemed equivalent to such required
notice.
ARTICLE
VI
AMENDMENTS
These Bylaws may be altered, amended or repealed at any annual meeting of the stockholders (or
at any special meeting thereof if notice of such proposed alteration, amendment or repeal to be
considered is contained in the notice of such special meeting) by the affirmative vote of the
holders of shares constituting a majority of the voting power of the Corporation. Except as
otherwise provided in the Certificate of Incorporation, the Board of Directors may by majority vote
of those present at any meeting at which a quorum is present alter, amend or repeal these Bylaws,
or enact such other Bylaws as in their judgment may be advisable for the regulation and conduct of
the affairs of the Corporation.
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