UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported) December 22, 2006
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First Bancshares, Inc.
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(Exact Name of Registrant as Specified in Charter)
Missouri 0-22842 43-1654695
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(State or Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation) File Number) Identification No.)
142 East First Street, Mountain Grove, Missouri 65711
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (417) 926-5151
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Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of
the following provisions.
[ ] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 5.02 Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers.
On December 29, 2006, First Bancshares, Inc. ("Company") issued a press
release regarding the resignation of James W. Duncan, President and Chief
Executive Officer of the Company and its financial institution subsidiary,
First Home Savings Bank ("Bank"). Mr. Daniel P. Katzfey will serve as the
interim President and Chief Executive Officer of the Company and the Bank.
Mr. Katzfey has served as Executive Vice President and Chief Lending Officer
of the Company's financial institution subsidiary, First Home Savings Bank,
since September 29, 2006.
The Company also announced on December 26, 2006 that the Board of Directors
had voted to increase the size of the Boards of Directors of the Company and
the Bank from five to six members and selected D. Mitch Ashlock to fill the
vacancy created on the Boards of Directors of Company and the Bank. In
addition, the Company's Board of Directors elected R.J. Breidenthal to serve
as an advisory director. Mr. Ashlock was not appointed to serve on the
Company's Committee of the Board of Directors at this time.
There are no family relationships between Mr. Ashlock and any director or
other executive officer of the Company and the Bank and he was not appointed
as a director pursuant to any arrangement or understanding with any person.
Mr. Ashlock has not engaged in any transaction with the Company or the Bank
that would be reportable as a related party transaction under the rules of the
Securities and Exchange Commission.
Mr. Breidenthal is the first cousin of Thomas M. Sutherland, a director of the
Company and the Bank. Mr. Breidenthal was not appointed as an advisory
director of the Company and the Bank pursuant to any arrangement or
understanding with any person. Furthermore, Mr. Breidenthal has not engaged
in any transaction with the Company or the Bank that would be reportable as a
related party transaction under the rules of the Securities and Exchange
Commission.
For further information, see the Company's press release attached hereto as
Exhibit 99.1, which is incorporated herein by reference.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
(a) The Company also announced on December 22, 2006 that its Board of
Directors amended the Company's Bylaws to increase the size of the Board from
five to six members in Section 3.02 and to add a new Section 3.14, which
allows the Board of Directors to appoint advisory directors. In addition, on
December 22, 2006 the Bank also announced that its Board of Directors amended
the Bank's Bylaws to increase the size of the Board from five to six members
and add a new section to provide for the appointment of advisory directors.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
3.2 Amended and Restated Bylaws of First Bancshares, Inc.
99.1 News Release of First Bancshares, Inc. dated December 29,
2006.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: December 29, 2006 FIRST BANCSHARES, INC.
/s/Daniel P. Katzfey
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Daniel P. Katzfey
Interim President and Chief Executive
Officer
Exhibit 3.2
Amended and Restated Articles of Incorporation of First Bancshares, Inc.
BYLAWS
OF
FIRST BANCSHARES, INC.
ARTICLE I - OFFICES
Section 1.01. Principal Office. The principal office of the Corporation
in the State of Missouri shall be located at 142 East First Street, Mountain
Grove, Missouri 65711. The Corporation may have such other office(s), either
within or without the State of Missouri, as the Board of Directors may
designate or as the business of the Corporation may require from time to time.
Section 1.02. Registered Office. The registered office of the
Corporation required by The General and Business Corporation Law of Missouri
to be maintained in the State of Missouri may be, but need not be, identical
with its principal office in the State of Missouri, and the address of the
registered office may be changed from time to time by the Board of Directors.
ARTICLE II - SHAREHOLDERS
Section 2.01. Annual Meeting. The annual meeting of the shareholders
shall be held on the third Wednesday in October of each year, beginning with
the year 1994, at the hour of 2:00 p.m., or at such other date and hour as
shall be determined by the Board of Directors and stated in the notice of the
meeting, for the purpose of electing directors and for the transaction of such
other business as may come before the meeting. If the day fixed for the
annual meeting shall be a legal holiday in the State of Missouri, such meeting
shall be held on the next succeeding business day. If the election of
directors shall not be held on the day designated herein for any annual
meeting of the shareholders, or at any adjournment thereof, the Board of
Directors shall cause the election to be held at a special meeting of the
shareholders as soon thereafter as conveniently may be arranged.
Section 2.02. Special Meetings. Special meetings of the shareholders,
for any purpose or purposes, unless otherwise prescribed by statute, may be
called by the President or by the Board of Directors at any time in their sole
discretion. At any special meeting of shareholders, only such business shall
be conducted as shall have been set forth in the notice of meeting sent in
accordance with Section 2.04 of this Article II.
Section 2.03. Place of Meeting. The Board of Directors may designate
any place, either within or without the State of Missouri, as the place of
meeting for any annual meeting of the shareholders or for any special meeting
of the shareholders called by the Board of Directors, except that a meeting
called expressly for the purpose of removal of a director for cause shall be
held at the registered office or principal business office of the Corporation
in the State of Missouri or in the county of the State of Missouri in which
the principal business office of the Corporation is located. A waiver of
notice signed by all shareholders entitled to vote at a meeting may designate
any place, either within or without the State of Missouri, as the place for
the holding of such meeting unless such meeting is called expressly for the
purpose of removal of one or more directors for cause, in which event such
meeting shall be held at the registered office or principal business office of
the Corporation in the State of Missouri or in the county of the State of
Missouri in which the principal business office of the Corporation is located.
If no designation is made, the place of meeting shall be the registered office
of the Corporation in the State of Missouri.
Section 2.04. Notice of Meeting. Written notice stating the place, day
and hour of the meeting and, in case of a special meeting, the purpose or
purposes for which the meeting is called, shall, unless otherwise prescribed
by statute, be delivered not less then ten nor more than fifty days before the
date of the meeting, either personally or by mail, by or at the direction of
the President, or the Secretary, or the persons calling the meeting, to each
shareholder of record entitled to vote at such meeting. If mailed, such
notice shall be deemed to be delivered
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when deposited in the United States mail, addressed to the shareholder at his
or her address as it appears on the stock transfer books of the Corporation,
with postage thereon prepaid.
Section 2.05. Meetings. How Convened. Every meeting, for whatever
purpose, of the shareholders of the Corporation shall be convened by the
President, or the Secretary, or the persons calling the meeting by notice
given as herein provided.
Section 2.06. Closing Transfer Books; Record Date. The Board of
Directors shall have power to close the transfer books of the Corporation for
a period not exceeding seventy days preceding the date of any meeting of
shareholders, or the date of payment of any dividend, or the date for the
allotment of rights, or the date when any change or conversion or exchange of
shares shall go into effect; provided, however that in lieu of closing the
stock transfer books, the Board of Directors may fix in advance a date, not
exceeding seventy days preceding the date of any meeting of shareholders, or
the date for the payment of any dividend, or the date for the allotment of
rights, or the date when any change or conversion or exchange of shares shall
go into effect, as a record date for the determination of the shareholders
entitled to notice of, and to vote at, the meeting and any adjournment
thereof, or to receive payment of the dividend, or to receive the allotment of
rights, or to exercise the rights in respect of the change, conversion or
exchange of shares. In such case, only the shareholders who are shareholders
of record on the date of closing the transfer books, or on the record date so
fixed, shall be entitled to notice of, and to vote at, the meeting and any
adjournment thereof, or to receive payment of the dividend, or to receive the
allotment of rights, or to exercise the rights, as the case may be,
notwithstanding any transfer of any shares on the books of the Corporation
after the date of closing of the transfer books or the record date fixed as
aforesaid. If the Board of Directors does not close the transfer books or set
a record date, only the shareholders who are shareholders of record at the
close of business on the twentieth day preceding the date of the meeting shall
be entitled to note of, and to vote at, the meeting, and any adjournment of
the meeting.
Section 2.07. Voting Lists. The officer or agent having charge of the
stock transfer book for shares of the Corporation shall make, at least ten
days before each meeting of the shareholders, a complete list of the
shareholders entitled to vote at such meeting, arranged in alphabetical order,
with the address of and the number of shares held by each, which list, for a
period of ten days prior to such meeting 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. Such list shall also be
produced and subject to the inspection of any shareholder at any time during
the meeting. The original share ledger or transfer books, or a duplicate
thereof kept in the State of Missouri, shall be prima facia evidence as to who
are the shareholders entitled to examine such list or share ledger or transfer
book or to vote at any meeting of the shareholders.
Section 2.08. Quorum. A majority of the outstanding shares of the
Corporation entitled to vote, represented in person or by proxy, shall
constitute a quorum at any meeting of shareholders. If less than a quorum is
present, a majority of the shares so represented may adjourn the meeting until
a specified date, not longer than ninety days after such adjournment, and no
notice need be given of such adjournment to shareholders not present at the
meeting. Every decision of a majority of such quorum shall be valid as a
corporate act unless a different vote is required by law, the Articles of
Incorporation or the Bylaws of the Corporation. The shareholders present at a
duly organized meeting may continue to transact business until adjournment,
notwithstanding the withdrawal of enough shareholders to leave less than a
quorum.
Section 2.09. Proxies. At all meetings of shareholders, a shareholder
may vote in person or by proxy executed in writing by the shareholder or by
the shareholder's duly authorized attorney in fact. Such proxy shall be filed
with the Secretary of the Corporation before or at the time of the meeting.
No proxy shall be valid after eleven months from the date of its execution,
unless otherwise provided in the proxy. A duly executed proxy shall be
irrevocable only if it states that it is irrevocable and if, and only so long
as, it is coupled with an interest sufficient in law to support an irrevocable
power of attorney. The interest with which it is coupled need not be an
interest in the shares themselves. If any instrument of proxy designates two
or more persons to act as proxy, in the absence of any provisions in the proxy
to the contrary, the persons designated may represent and vote the shares in
accordance with the vote or consent of the majority of the persons named as
proxies. If only one such proxy is present, the proxy may vote all of the
shares, and all the shares standing in the name of the principal or principals
for whom such proxy acts shall be deemed represented for the purpose of
obtaining a quorum. The foregoing
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provisions shall apply to the voting of shares by proxies for any two or more
personal representatives, trustees or other fiduciaries, unless an instrument
or order of court appointing them otherwise directs.
Section 2.10. Voting of Shares. Subject to the provisions of Section
2.13 of this Article II, each outstanding share entitled to vote shall be
entitled to one vote upon each matter submitted to a vote at a meeting of the
shareholders.
Section 2.11. Voting of Shares by Certain Holders. Shares standing in
the name of another corporation may be voted by such officer, agent or proxy
as the bylaws of such corporation may prescribe, or, in the absence of such
provision, as the Board of Directors of such corporation may determine.
Shares standing in the name of a deceased person may be voted by his or
her personal representative, either in person or by proxy. Shares standing in
the name of a conservator or trustee may be voted by such fiduciary, either in
person or by proxy, but no conservator or trustee shall be entitled as a
fiduciary to vote shares held by him or her without a transfer of such shares
into his or her name.
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 or her name if authority to do
so be contained in an appropriate order of the court 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 pledges,
and thereafter the pledges shall be entitled to vote the shares so
transferred.
Section 2.12. Shareholder Acting Without a Meeting. Any action required
to be taken at a meeting of the shareholders, or any action which may be taken
at a meeting of the shareholders, may be taken without a meeting if consents
in writing, setting forth the action so taken, shall be signed by all of the
shareholders entitled to vote with respect to the subject matter thereof.
Such consents shall have the same force and effect as a unanimous vote of the
shareholders at a meeting duly held. The Secretary of the Corporation shall
file such consents with the minutes of the meetings of the shareholders.
Section 2.13. Cumulative Voting Rights Denied. In all elections for
directors, each shareholder entitled to vote shall have the right to cast only
as many votes as shall equal the number of voting shares hold by him in the
Corporation. There shall be no right to cumulative voting in the election of
directors.
Section 2.14. Shareholders' Right to Examine Books and Records. This
Corporation shall keep correct and complete books and records of account,
including the amount of its assets and liabilities, minutes of the proceedings
of its shareholders and Board of Directors, and the names and places of
residence of its officers; and it shall keep at its registered office or
principal place of business in this state, or at the office of its transfer
agent in this state, if any, books and records in which shall be recorded the
number of shares subscribed, the names of the owners of the shares, the
numbers owned by them respectively, the amount of shares paid, and by whom,
and the transfer of such shares with the date transfer. Each shareholder may,
during normal business hours, have access to the books of the Corporation, to
examine the same. The Board of Directors may, from time to time, further
prescribe regulations with respect to any such examination.
Section 2.15. Shares of Other Corporations. Shares of another
corporation owned by or standing in the name of the Corporation may be voted
by such person or persons as may be designated by the Board of Directors and
in the absence of any such designation, the President shall have the power to
vote such shares.
Section 2.16. Notice of Shareholder Nominees. Only persons who are
nominated in accordance with the procedures set forth in this Section 2.16 of
Article II shall be eligible for election as Directors of the Corporation.
Nominations of persons for election to the Board of Directors of the
Corporation may be made at a meeting of shareholders (a) by or at the
direction of the Board of Directors or (b) by any shareholder of the
Corporation entitled to vote for the election of Directors at such meeting who
complies with the procedures set forth in this Section 2.16 of Article II.
All nominations by shareholders shall be made pursuant to timely notice in
proper
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written form to the Secretary of the Corporation. To be timely, a
shareholder's notice shall be delivered to or mailed an received at the
principal executive offices of the Corporation not less than thirty days nor
more than sixty days prior to the meeting; provided, however, that in the
event that less than forty days' notice or prior public disclosure of the date
of the meeting is given or made to shareholders, notice by the shareholder to
be timely must be so received not later than the close of business on the
tenth day following the day on which such notice of the date of the meeting
was mailed or such public disclosure was made. To be in proper written form,
such shareholder's notice shall set forth in writing (a) as to each person
whom the shareholder proposes to nominate for election or re-election as a
Director, all information relating to such person that is required to be
disclosed in solicitations or proxies for election of directors, or is
otherwise required, in each case pursuant to Regulation 14A under the
Securities Exchange Act of 1934, as amended, including, without limitation,
such person's written consent to being named in the proxy statement as a
nominee and to serving as a Director if elected; and (b) as to the shareholder
giving the notice (i) the name and address, as they appear on the
Corporation's books, of such shareholder and (ii) the class and number of
shares of the Corporation which are beneficially owned by such shareholder.
At the request of the Board of Directors, any person nominated for election as
a director shall furnish to the Secretary of the Corporation that information
required to be set forth in a shareholder's notice of nomination which
pertains to the nominee. In the event that a shareholder seeks to nominate
one or more directors, the Secretary shall appoint two inspectors, who shall
not be affiliated with the Corporation, to determine whether a shareholder has
complied with this Section 2.16 of Article II. If the inspectors shall
determine that a shareholder has not complied with this Section 2.16 of
Article II, the inspectors shall direct the chairman of the meeting to declare
to the meeting that the nomination was not made in accordance with the
procedures prescribed by the Bylaws of the Corporation, and the chairman shall
so declare to the meeting and the defective nomination shall be disregarded.
Section 2.17. Procedures for Submission of Shareholder Proposals at
Annual Meeting. At any annual meeting of the shareholders of the Corporation,
only such business shall be conducted as shall have been brought before the
meeting (i) by or at the direction of the Board of Directors or (ii) by any
shareholder of the Corporation who complies with the procedures set forth in
this Section 2.17 of Article II. For business properly to be brought before
an annual meeting by a shareholder, the shareholder must have given timely
notice thereof in proper written form to the Secretary of the Corporation. To
be timely, a shareholder's notice must be delivered to or mailed and received
at the principal executive offices of the Corporation not less than thirty
days nor more than sixty days prior to the meeting; provided, however, that in
the event that less than forty days' notice or prior public disclosure of the
date of the meeting is given or made to shareholders, notice by the
shareholder to be timely must be received not later than the close of business
on the tenth day following the day on which such notice of the date of the
annual meeting was mailed or such public disclosure was made. To be in proper
written form, a shareholder's notice to the Secretary shall set forth in
writing as to each matter the shareholder proposes to bring before the annual
meeting (a) a brief description of the business desired to be brought before
the annual meeting (a) a brief description of the business desired to be
brought before the annual meeting and the reasons for conducting such business
at the annual meeting, (b) the name and address, as they appear on the
Corporation's books, of the shareholder proposing such business, (c) the class
and number of shares of the Corporation which are beneficially owned by the
shareholder and (d) any material interest of the shareholder in such business.
Notwithstanding anything in the Bylaws to the contrary, no business shall be
conducted at an annual meeting, except in accordance with the procedures set
forth in Section 2.17 of Article II. The chairman of a meeting shall, if the
facts warrant, determine and declare to the meeting that business was not
properly brought before the meeting in accordance with the provisions of this
Section 2.17 of Article II, and, if he or she should so determine, shall so
declare to the meeting and any such business not properly brought before the
meeting shall not be transacted.
ARTICLE III - BOARD OF DIRECTORS
Section 3.01. General Powers. The property and business of the
Corporation shall be controlled and managed by its Board of Directors.
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Section 3.02. Number, Term and Qualifications. The number of directors
to constitute the Board of Directors shall be six (6); provided, however, that
such number may be fixed, from time to time, at not less than five (5) nor
more than fifteen (15) by resolution of the Board of Directors adopted by the
vote or consent of at least sixty-six and two-thirds percent (66-2/3%) of the
number of directors then in office. The directors shall be divided into three
classes as more particularly set forth in the Articles of Incorporation of the
Corporation. Each director shall hold office until his or her successor shall
have been elected and qualified. The directors need not be residents of the
State of Missouri or shareholders of the Corporation.
Section 3.03. Regular Meetings. A regular meeting of the Board of
Directors shall be held without other notice that this Bylaw immediately
after, and at the same place as, the annual meeting of shareholders. The
Board of Directors may provide, by resolution, the time and place, either
within or without the State of Missouri, for the holding of additional regular
meetings without other notice than such resolution.
Section 3.04. Special Meetings. A special meeting of the Board of
Directors may be called by, or at the request of, the President or any
director. The person or persons authorized to call such special meeting of
the Board of Directors may fix any place, either within or without the State
of Missouri, as the place for holding such special meeting.
Section 3.05. Notice. Notice of any special meeting shall be delivered
at least two days prior thereto by written notice delivered personally or left
at or mailed to each director at his or her business or residence address, or
by telegram or telefax. If mailed, such notice shall be deemed to be
delivered when deposited in the United States mail, so addressed, with postage
thereon prepaid. If notice be given by telegram or telefax, such notice shall
be deemed to be delivered when the text of the telegram or telefax is
delivered to the telegraph or telefax company. The attendance of a director
at a meeting shall constitute a waiver of notice of such meeting, 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. Neither the business to be transacted at, nor the purpose of, any
regular or special meeting of the Board of Directors need be specified in the
notice or waiver of notice of such meeting.
Section 3.06. Quorum; Participation by Telephone. A majority of the
full Board of Directors shall constitute a quorum for the transaction of
business, but if less than a majority are present at a meeting, a majority of
the directors present may adjourn the meeting from time to time without
further notice. Members of the Board of Directors may participate in a
meeting of the Board of Directors, whether regular or special, by means of
conference telephone or similar communications equipment whereby all persons
participating in the meeting can hear each other, and participation in a
meeting in this manner shall constitute presence in person at the meeting.
Section 3.07. Manner of Acting. The Board shall select a Chairman to
preside at meetings of the Board. The act of a 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 act of a different number is required by
statute, the Articles of Incorporation or these Bylaws.
Section 3.08. Action Without a Meeting. Any action that may be taken at
a meeting of the Board of Directors or of a committee of directors may be
taken without a meeting if consents in writing, setting forth the action so
taken, are signed by all of the members of the Board of Directors or of the
committee, as the case may be. Such written consents shall be filed by the
Secretary with the minutes of the proceedings of the Board of Directors or of
the committee, as the case may be, and shall have the same force and effect as
a unanimous vote at a meeting duly held.
Section 3.09. Resignations. Any director may resign at any time by
delivering written notice to the Board of Directors, the President or the
Secretary of the Corporation. Any written notice delivered in person to the
President or the Secretary shall be effective upon delivery, unless otherwise
provided therein. Written notice may be delivered by certified or registered
mail, with postage thereon prepaid and a return receipt requested. Such
resignation shall take effect on the date of the receipt of such notice which
date of receipt shall be deemed to be the date indicated upon the registered
or certified mail return receipt, or at any later time specified therein.
Unless otherwise specified, acceptance of such resignation shall not be
necessary to make it effective.
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Section 3.10. Vacancies and Removal. Any vacancy occurring in the
Board of Directors because of death, resignation, removal for cause, or an
increase in the number of directors, may be filed by the affirmative vote of a
majority of directors surviving or remaining in office. Any director elected
to fill a vacancy in any class (whether such vacancy is caused by death,
resignation, or removal for cause, or by an increase in the number of
directors in such class) shall hold office for a term which shall expire with
the term of the directors in such class. At a meeting called expressly for
that purpose, the entire Board of Directors, or any individual director or
directors, may be removed, but only for cause, and only upon the affirmative
vote of the holders of at least eighty percent (80%) of the total votes to
which all of the shares then entitled to vote at a meeting of shareholders
called for an election of directors are entitled; provided, however, that, if
less then the entire Board of Directors is to be so removed, no individual
director may be so removed if the votes cast against such director's removal
would be sufficient to elect such director if then cumulatively voted at an
election of the class of directors of which such director is a part.
Section 3.11. Compensation. By resolution of the Board of Directors,
each director may be paid his or her expenses, if any, of attendance at each
meeting of the Board of Directors, and may be paid a stated salary as director
or a fixed sum for attendance at each meeting of the Board of Directors or
both. No such payment shall preclude any director from serving the
Corporation in any other capacity and receiving compensation therefor.
Section 3.12. Presumption of Assent. A director of the Corporation who
is present at a meeting of the Board of Directors at which action on any
matter is taken shall be presumed to have assented to the action taken unless
the director dissents or abstains at such meeting, and the fact of such
dissent or abstention (a) is entered in the minutes of the meeting, or (b)
shall be filed by the director in writing with the person acting as secretary
of the meeting before the adjournment thereof, or (c) shall have been recorded
by the director and forwarded by registered mail to the Secretary of the
Corporation promptly after the adjournment of the meeting. Such right to
dissent shall not apply to a director who voted in favor of such action.
Section 3.13. Committees. The Board of Directors, by resolution adopted
by a majority of the Board, may designate two or more directors to constitute
(a) an executive committee, which committee shall have and exercise all of the
authority of the Board of Directors in the management of the Corporation, or
(b) any other committee which shall have the name, purpose and authority
delegated to it by such resolution.
Section 3.14 Advisory Directors. The Board may appoint to the
position of Advisory Director such person or persons as it deems appropriate.
Advisory Directors shall be entitled to receive notice of, and to attend all
meetings of the Board, but they shall not be Directors and shall not be
entitled to vote, nor shall they be counted in determining a quorum of the
Board. Advisory Directors shall be entitled only to notice of meetings of
Advisory or other Boards of the Corporation to which they shall be appointed.
Advisory Directors shall receive such compensation as may be authorized by the
Board of attendance at meetings of Advisory or other Boards to which such
Advisory Directors are appointed.
ARTICLE IV. OFFICERS
Section 4.01. Number. The officers of the Corporation shall be the
President, one or more Vice Presidents (the number and any descriptive title
hereof to be determined by the Board of Directors), a Secretary and a
Treasurer, each of whom shall be elected by the Board of Directors. Such
other officers and assistant officers as may be deemed necessary may be
elected by the Board of Directors or appointed by the President, with the
approval of the Board. Any two or more offices may be held by the same
person.
Section 4.02. Election and Term of Office. The officers of the
Corporation to be elected by the Board of Directors shall be elected annually
by the Board of Directors at the first meeting of the Board of Directors held
after the annual meeting of the shareholders. If the election of officers
shall not be held at such meeting, such election shall be held as soon
thereafter as conveniently may be arranged. Each officer shall hold office
until his or her successor shall have been duly elected and shall have
qualified or until his or her death or until he or she shall resign or shall
have been removed in the manner hereinafter provided.
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Section 4.03. Removal. Any officer, agent, or other employee elected or
appointed by the Board of Directors may be removed by the Board of Directors,
with or without cause, whenever in its judgment the best interests of the
Corporation will be served thereby, but such removal shall be without
prejudice to the contract rights, if any, of the person so removed. Election
or appointment of an officer or agent shall not of itself create contract
rights.
Section 4.04. Resignations. Any officer may resign at any time by
giving written notice to the Board of Directors, the President or the
Secretary of the Corporation. Any written notice delivered in person to the
President or the Secretary shall be effective upon delivery unless otherwise
provided therein. Written notice may be delivered by certified or registered
mail, with postage thereon prepaid and a return receipt requested. Such
resignation shall take effect on the date of the receipt of such notice which
date of receipt shall be deemed to be the date indicated upon the registered
or certified mail return receipt, or any later time specified therein. Unless
otherwise specified herein, the acceptance of such resignation shall not be
necessary to make it effective.
Section 4.5. Vacancies. A vacancy in any office because of death,
incapacity, resignation, removal, disqualification or otherwise, may be filled
by the Board of Directors for the unexpired portion of the term.
Section 4.06. President. The President shall be the chief executive
officer of the Corporation and shall in general supervise and control the
operations of the Corporation. The President shall preside at all meetings of
the shareholders. The President may sign, with the Secretary or any other
proper officer of the Corporation thereunto authorized by the Board of
Directors, certificates for shares of the Corporation, any deeds, mortgages,
bonds, contracts, or other instruments which the Board of Directors has
authorized to be executed, except in cases where the signing and execution
thereof shall be expressly delegated by the Board of Directors or by these
Bylaws to some other officer or agent of the Corporation, or shall be required
by law to be otherwise signed or executed. The President may vote in person
or by proxy shares in other corporations standing in the name of this
Corporation. The President shall in general perform all duties incident to
the office of President and such other duties as may be prescribed by the
Board of Directors from time to time.
Section 4.07. Vice President. In the absence of the President, whether
due to resignation, incapacity or any other cause, or in the event of the
President's death, inability or refusal to act, the Vice President (or in the
event there be more than one Vice President, the Vice Presidents in the order
designated at the time of their election, or in the absence of any
designation, then in the order of their election) shall perform the duties of
the President, and when so acting, shall have all powers of and be subject to
all the restrictions upon the President. The Vice President shall exercise
such powers only so long as the President remains absent or incapacitated, or
until the Board of Directors elects a new President. Any Vice President may
sign with the Secretary, or until the Board of Directors elects a new
President. Any Vice President may sign, with the Secretary, an Assistant
Secretary, Treasurer or an Assistant Treasurer, certificates for shares of the
Corporation; and shall perform such other duties as from time to time may be
assigned to him or her by the President or by the Board of Directors.
Section 4.08. Secretary. The Secretary shall (a) keep the minutes of
the proceedings of the shareholders and of the Board of Directors in one or
more books provided for that purpose; (b) see that all notices are duly given
in accordance with the provisions of these Bylaws or as required by law; (c)
be custodian of the corporate records and of the seal of the Corporation and
see that the seal of the Corporation is affixed to all documents the execution
of which on behalf of the Corporation under its seal is duly authorized; (d)
keep a register of the post office address of each shareholder which shall be
furnished to the Secretary by such shareholder; (e) sign with the President,
or a Vice President, certificates for shares of the Corporation, the issuance
of which shall have been authorized by resolution of the Board of Directors;
(f) have general charge of the stock transfer books of the Corporation; (g) in
general perform all duties incident to the office of Secretary and such other
duties as from time to time may be assigned to the Secretary by the President
or by the Board of Directors.
Section 4.09. Treasurer. The Treasurer shall: (a) have charge and
custody of and be responsible for all funds and securities of the Corporation;
(b) receive and give receipts for moneys due and payable to the Corporation
from any source whatsoever, and deposit all such moneys in the name of the
Corporation in such banks, trust companies or other depositories as shall be
selected in accordance with the provisions of Article V of these Bylaws; and
(c) in general perform all of the duties incident to the office of Treasurer
and such other duties as from
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time to time may be assigned to the Treasurer by the President or by the Board
of Directors. If required by the Board of Directors, the Treasurer shall give
a bond for the faithful discharge of the Treasurer's duties in such sum and
with such surety or sureties as the Board of Directors shall determine. If no
Treasurer is elected, then such duties shall be carried out by the Vice
President in charge of the Corporation's financial affairs, or such other
officer as the Board of Directors may determine.
Section 4.10. Salaries. The salaries of the officers shall be fixed
from time to time by the Board of Directors and no officer shall be prevented
from receiving such salary by reason of the fact that the officer is also a
director of the Corporation.
ARTICLE V. CONTRACTS, LOANS, CHECKS AND DEPOSITS
Section 5.01. Contracts. The Board of Directors may authorize any
officer or officers, agent or agents, to enter into any contract or execute
and deliver any instrument in the name of and on behalf of the Corporation,
and such authority may be general or confined to specific instances.
Section 5.02. Loans. No loans shall be contracted on behalf of the
Corporation and no evidences of indebtedness shall be issued in its name
unless authorized by a resolution of the Board of Directors. Such authority
may be general or confined to specific instances.
Section 5.03. Checks, Drafts, etc. 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, agent
or agents of the Corporation and in such manner as shall from time to time be
determined by resolution of the Board of Directors.
Section 5.04. Deposits. All funds of the Corporation not otherwise
employed shall be deposited from time to time to the credit of the Corporation
in such banks, trust companies or other depositories as the Board of Directors
may select.
ARTICLE VI. CERTIFICATES FOR SHARES AND THEIR TRANSFER
Section 6.01. Certificates for Shares. Certificates representing shares
of the Corporation shall be in such form as shall be determined by the Board
of Directors. The shares of the Corporation shall be represented by
certificates signed by the President or a Vice President, and by the Secretary
or an Assistant Secretary or the Treasurer or an Assistant Treasurer of the
Corporation and sealed with the seal of the Corporation or a facsimile
thereof. Any signatures on the certificates may be facsimile. All
certificates for shares shall be consecutively numbered or otherwise
identified. The name and address of the person to whom the shares represented
thereby are issued, with the number of shares and date of issue, shall be
entered on the stock transfer books of the Corporation. All certificates
surrendered to the Corporation for transfer shall be canceled, and no new
certificate shall be issued until the former certificate or a like number of
shares shall have been surrendered and canceled, except that in case of a
lost, destroyed or mutilated certificate a new one may be issued therefor upon
such terms as the Board of Directors may prescribe.
Section 6.02. Transfer of Shares. Transfer of shares of the Corporation
shall be made only on the stock transfer books of the Corporation by the
holder of record thereof or by his or her legal representative, or by his or
her attorney thereunto authorized by power of attorney duly executed and filed
with the Secretary of the Corporation, and on surrender for cancellation of
the certificate for such shares. The person in whose name shares stand on the
books of the Corporation shall be deemed by the Corporation to be the owner
thereof for all purposes.
ARTICLE VII - FISCAL YEAR
The fiscal year of the Corporation shall begin on the first day of July and
end on the thirtieth of June in each year.
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ARTICLE VIII - DIVIDENDS
The Board of Directors may, from time to time, declare and the
Corporation may pay dividends on its outstanding shares in the manner, and
upon the terms and conditions provided by law and the Articles of
Incorporation of the Corporation.
ARTICLE IX - CORPORATE SEAL
The Board of Directors shall provide a corporate seal in the form of a
circle with the name of the Corporation inscribed thereon.
ARTICLE X - WAIVER OF NOTICE
Whenever any notice is required to be given to any shareholder or
director of the Corporation under the provisions of these Bylaws or of the
Articles of Incorporation or The General and Business Coloration Law of
Missouri, a waiver thereof in writing signed by the person or person entitled
to such notice, whether before or after the time stated therein, shall be
deemed equivalent to the giving of such notice.
ARTICLE XI - AMENDMENTS
These Bylaws may be altered, amended or repealed and new Bylaws adopted
by action of the Board of Directors at any regular or special meeting provided
that any amendment, alteration, change or repeal by the Board of Directors of
Section 3.02 or 3.10 of Article III or this Article XI or the adoption of any
provision inconsistent therewith shall require the affirmative vote or consent
of sixty-six and two-thirds percent (66-23%) of the number of Directors then
authorized by, or in the manner provided in, the Bylaws.
Adopted on September 1993 and as amended on December 22, 2006.
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Exhibit 99.1
News Release Dated December 29, 2006
**FOR IMMEDIATE RELEASE**
FIRST BANCSHARES, INC.
ANNOUNCES RESIGNATION OF PRESIDENT, APPOINTMENT OF
NEW DIRECTOR AND ADVISORY DIRECTOR
Mountain Grove, Missouri (December 29, 2006) - First Bancshares, Inc. (The
Nasdaq Stock Market LLC - FstBksh: "FBSI") (the "Company"), the parent company
of First Home Savings Bank, Mountain Grove, Missouri ("Bank"), today announced
that James W. Duncan, President, Chief Executive Officer and a director of the
Company and of the Bank has submitted his resignation as President and Chief
Executive Officer of the Company, the Bank and its affiliated entities. Daniel
P. Katzfey, the Bank's Executive Vice President and Chief Lending Officer,
will assume Mr. Duncan's management duties and responsibilities on an interim
basis.
The Company also announced the appointment of D. Mitch Ashlock to the Board of
Directors of the Company and the Bank. Mr. Ashlock is currently the President
and Chief Executive Officer and a Director of First Federal of Olathe Bancorp,
Inc., Olathe, Kansas and its wholly-owned subsidiary, First Federal Savings
and Loan Association of Olathe. In addition, the Company's Board of Directors
elected R.J. Breidenthal, Jr. to serve as an advisory director. Mr.
Breidenthal has 37 years of banking experience and currently serves as
President of First Community Bancshares, Kansas City, Kansas and Vice Chairman
of its wholly-owned subsidiary First Community Bank. Mr. Breidenthal is the
first cousin of Director Thomas M. Sutherland.
First Home Savings Bank is an FDIC-insured savings bank chartered by the State
of Missouri that conducts business from its home office in Mountain Grove,
Missouri and ten full service branch facilities in Springfield, Marshfield,
Ava, Gainesville, Sparta, Theodosia, Crane, Galena, Kissee Mills and Rockaway
Beach, Missouri.
At September 30, 2006, First Bancshares, Inc. had consolidated total assets of
$277.1 million and stockholders' equity of $26.4 million.
Forward-looking statements:
Certain matters discussed in this press release may contain forward-looking
statements within the meaning of the Private Securities Litigation Reform Act
of 1995 and are made pursuant to the safe harbors of the PSLRA. Any such
forward-looking statements are subject to various risks and uncertainties and
are therefore qualified by First Bancshares, Inc.'s cautionary statements
contained in its filings with the Securities and Exchange Commission,
including, but not limited to Annual Reports on Form 10-KSB, Quarterly Reports
on Form 10-QSB and Current Reports on Form 8-K. Accordingly, these factors
should be considered in evaluating forward-looking statements, and undue
reliance should not be placed on such statements. The Company undertakes no
responsibility to update or revise any forward-looking statements.
For additional information contact Daniel P. Katzfey at (417) 926-5151.