Section 1103.11. Code of regulations

(A) Each bank shall have a code of regulations for its governance as a corporation, the conduct of its affairs, and the management of its property. The code of regulations shall be consistent with the law of this state and the bank's articles of incorporation.

(B) A bank's original code of regulations shall be adopted at a meeting of shareholders held for that purpose by the affirmative vote of the holders of shares entitling them to exercise a majority of the voting power of the bank on the proposal.

(C) The shareholders may amend a bank's code of regulations or adopt a new code of regulations in any of the following ways:

(1) At a meeting of shareholders by the affirmative vote of the holders of shares entitling them to exercise a majority of the voting power of the bank on the proposal;

(2) Without a meeting by the written consent of the holders of shares entitling them to exercise two-thirds of the voting power of the bank on the proposal;

(3) If the bank's articles of incorporation or code of regulations so provide or permit, by the affirmative vote or written consent of the holders of shares entitling them to exercise a greater or lesser proportion, but not less than a majority, of the voting power of the bank on the proposal.

(D) Notice of a shareholders' meeting to adopt any amendment to the code of regulations, or a new code of regulations, shall be given in the manner provided in section 1103.13 of the Revised Code. Notice by the incorporators of the first meeting of shareholders in accordance with section 1113.06 of the Revised Code shall be sufficient for the adoption of the original code of regulations of a new bank.

(E) Without limiting the generality of this authority, the code of regulations may include provisions with respect to any of the following:

(1) The time and place for holding, the manner of and authority for calling, giving notice of, and conducting, and the requirements of a quorum for, meetings of shareholders;

(2) The taking of a record of shareholders or the temporary closing of books against transfers of shares;

(3) The number, classification, manner of fixing or changing the number, qualifications, term of office, and compensation or manner of fixing compensation of directors;

(4) The terms on which new certificates for shares may be issued in the place of lost, stolen, or destroyed certificates;

(5) The time and place for holding, the manner of and authority for calling, giving notice of, and conducting, and the requirements of a quorum for, meetings of the directors;

(6) The appointment and authority of an executive and other committees of the directors;

(7) The titles, qualifications, duties, term of office, compensation or manner of fixing compensation, and removal of officers;

(8) Defining, limiting, or regulating the exercise of the authority of the bank, the directors, the officers, or all the shareholders;

(9) The manner in and conditions upon which a certificated security, and the conditions upon which an uncertificated security, and the shares represented by a certificated or uncertificated security, may be transferred, restrictions on the right to transfer the shares, and reservations of liens on the shares.

(F) Unless either a bank's articles of incorporation or code of regulations provides otherwise, if the code of regulations is to be amended or a new code of regulations is proposed for adoption without a meeting of the shareholders, at least ten days prior to the last day a shareholder may consent to or deny consent to the proposed amendments or new code of regulations, the secretary of the bank shall mail a copy of the proposed amendments or new code of regulations to each shareholder who would be entitled, as of the date of the mailing, to vote on the amendment or adoption.

(G) If the code of regulations is amended or a new code of regulations is adopted without a meeting of the shareholders, the secretary of the bank shall mail a copy of the amendment or the new code of regulations, or notice of the adoption of the amendment or new code of regulations, to each shareholder who would have been entitled to vote on the amendment or adoption.

Effective Date: 01-01-1997