OF

SOUTH PLAINS FINANCIAL, INC.

[A TEXAS CORPORATION]

As amended on October 29, 2021

---

SOUTH PLAINS FINANCIAL, INC.

 

SECOND AMENDED & RESTATED BYLAWS

 

 

SOUTH PLAINS FINANCIAL, INC.

SECOND AMENDED AND RESTATED BYLAWS

ARTICLE I

 

Section 1.  Registered Office.  The registered office of the corporation shall be located in the City of Lubbock, County of Lubbock, State of Texas.

 

Section 2.  Other Offices.  The corporation may also have offices at such other places, either within or without the State of Texas, as the board of directors may from time to time determine or as the business of the corporation may require.

 

ARTICLE II

 

Section 1.  Place of Meetings of Shareholders.  All annual meetings of shareholders shall be held at the principal offices of the corporation in the City of Lubbock, State of Texas, or at such other place, within or without the State of Texas, as may be designated by the board of directors and stated in the notice of the meeting or in a duly executed waiver of notice thereof.  Special meetings of shareholders may be held at such place, within or without the State of Texas, and at such time as shall be stated in the notice of the meeting or in a duly executed waiver of notice thereof.

 

Section 2.  Annual Meeting of Shareholders.  Annual meetings of shareholders for the election of directors and the transaction of such other business as may properly come before the meeting shall be held at such time and date each year as shall be determined by the board of directors and stated in the notice of the meeting.  If the day fixed for the annual meeting is a legal holiday, such meeting shall be held on the next succeeding business day.

 

Section 3.  Special Meeting of Shareholders.

 

 

(b)           In order for a special meeting requested by the shareholders (a “shareholder-requested special meeting”) to be called, a written request for a special meeting signed by the shareholder(s) owning at least the requisite percent of shares entitled to vote at a meeting as of the date of the request (the “special meeting request”), must be delivered to the secretary at the principal executive offices of the corporation.  A special meeting request shall:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Section 4.  Notice of Meetings.  Except as otherwise provided by law or by the certificate of formation of the corporation or these bylaws, written or printed notice stating the place, day and hour of the meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than ten (10) nor more than sixty (60) days before the day of the meeting, either personally or by mail, by or at the direction of the president, the secretary, or other officer or person calling the meeting, to each shareholder of record entitled to vote at such meeting.  Notice required under this section may be achieved through the means described in ARTICLE  VI of these bylaws.

 

Section 5. Quorum; Adjournments; Withdrawal of Quorum.  The holders of a majority of the shares entitled to vote, represented in person or by proxy, shall constitute a quorum at meetings of shareholders except as otherwise provided by law or by the certificate of formation of the corporation.  If, however, a quorum shall not be present or represented at any meeting of the shareholders, the shareholders present in person or represented by proxy shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented.  At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally notified and called.  The shareholders present at a duly organized meeting may continue to transact business notwithstanding the withdrawal of some shareholders prior to adjournment, but in no event shall a quorum consist of the holders of less than one-third (l/3) of the shares entitled to vote and thus represented at such meeting.

 

Section 6.  Organization of Meetings.  At each meeting of the shareholders and except as otherwise set forth by resolution of the board of directors, one of the following persons, in the order in which they are listed (and in the absence of the first, the next, and so on), shall serve as chairman of the meeting: the chairman of the board, the president, any vice presidents (in the order determined by the board of directors if more than one), and the secretary.  The secretary or an assistant secretary, or if such officers shall not be present, the appointee of the chairman of the meeting, shall act as secretary of the meeting.

 

Section 7.  Conduct of Meetings.

 

 

 

 

 

 

 

 

 

 

 

Section 8.  Order of Business at Meetings of Shareholders.

 

 

 

 

Section 9.  Shareholder Proposals.

 

 

 

(c)           To be in proper written form, the notice to the secretary shall set forth in writing, either in the mail or pursuant to ARTICLE VI, as to each matter the shareholder(s) propose to bring before the meeting:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Section 10.  Nominations for Directors.

 

 

 

(c)            To be in proper written form, such notice to the secretary shall set forth in writing:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Section 11.  Submission of Questionnaire, Representation and Agreements.  To be eligible to be a nominee for election or reelection as a director of the corporation, a person nominated by a shareholder pursuant to the provisions of Section 10 of these bylaws must deliver to the secretary at the principal executive offices of the corporation a written questionnaire with respect to the background and qualification of such person and the background of any other person or entity on whose behalf the nomination is being made (which questionnaire shall be provided by the secretary upon written request), and a written representation and agreement (in the form provided by the secretary upon written request) that such person (a) is not and will not become a party to (i) any agreement, arrangement or understanding with, and has not given any commitment or assurance to, any person or entity as to how such person, if elected as a director of the corporation, will act or vote on any issue or question (a “voting commitment”) that has not been disclosed to the corporation or (ii) any voting commitment that could limit or interfere with such person’s ability to comply, if elected as a director of the corporation, with such person’s fiduciary duties under applicable law, (b) is not and will not become a party to any agreement, arrangement or understanding with any person or entity other than the corporation with respect to any direct or indirect compensation, reimbursement or indemnification in connection with service or action as a director that has not been disclosed therein, and (c) in such person’s individual capacity and on behalf of any person or entity on whose behalf the nomination is being made, would be in compliance, if elected as a director of the corporation, and will comply with all applicable corporate governance, conflict of interest, resignation, confidentiality and publicly disclosed stock ownership and trading policies and guidelines of the corporation publicly disclosed from time to time.

 

Section 12.  Standard of Voting.  With respect to any matter presented to the shareholders, the vote of the holders of a majority of the shares entitled to vote and thus represented at a meeting at which a quorum is present shall be the act of the shareholders’ meeting, unless the vote of a greater number is required by the TBOC or the certificate of formation of the corporation.  Directors shall be elected by the affirmative vote of the holders of a majority of the shares of common stock entitled to vote in the election of directors and represented in person or by proxy at a meeting of shareholders at which a quorum is present.

 

Section 13.  Method of Voting.  Each outstanding share of common stock shall be entitled to one vote on each matter submitted to a vote at a meeting of shareholders.  Each outstanding share of other classes of stock, if any, shall have such voting rights as may be prescribed by the board of directors.  At any election for directors, every shareholder entitled to vote at any such election shall have the right to vote, in person or by proxy, the number of shares owned by him for as many persons as there are directors to be elected and for whose election he has a right to vote.

 

Section 14.  Proxies.  A shareholder may vote in person or by proxy executed in writing by the shareholder or by his duly authorized attorney-in-fact.  No proxy shall be valid after eleven (11) months from the date of its execution unless otherwise provided in the proxy.  Each proxy shall be revocable unless expressly provided therein to be irrevocable, and unless otherwise made irrevocable by law.  Each proxy shall be filed with the secretary of the corporation prior to or at the time of the meeting.  Any vote may be taken by voice or by show of hands unless someone entitled to vote objects, in which case written ballots shall be used.

 

Section 15.  Shareholder List.  The officer or agent having charge of the stock transfer books shall make, at least ten (10) days before each meeting of shareholders, a complete list of the shareholders entitled to vote at such meeting or any adjournment thereof, arranged in alphabetical order, with the address of and number of shares held by each, which list, for a period of ten (10) 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 the usual business hours.  Such list shall also be produced and kept open at the time and place of the meeting and shall be subject to the inspection of any shareholder during the whole time of the meeting.  The original stock transfer books shall be prima facie evidence as to who are the shareholders entitled to examine such list or transfer book or to vote at any such meeting of shareholders.

 

Section 16.  Action By Written Consent in Lieu of Meeting.  Any action required by the TBOC to be taken at any annual or special meeting of the shareholders, or any action which may be taken at any annual or special meeting of the shareholders, may be taken without a meeting if a consent or consents in writing, setting forth the action so taken, shall be signed by all the holders of shares entitled to vote with respect to the subject matter thereof.  To the extent permitted by the TBOC, such consent or consents may be made to take effect at a future time (including a time determined upon the happening of an event).

Section 17.  Meeting By Use of Remote Communication.  Shareholders may participate in and hold a meeting by means of conference telephone or similar communication equipment, or another suitable electronic communications system, including videoconferencing technology or the Internet, or any combination, if reasonable measures are implemented to provide each shareholder entitled to vote at the meeting, or the shareholder’s proxyholder, a reasonable opportunity to (1) vote on matters submitted to the shareholders, and (2) read or hear the proceedings of the meeting substantially concurrently with those proceedings.  Participation in such a meeting shall constitute presence in person at the meeting, except where a person participates in the meeting for the express purpose of objecting to the transaction of any business on the ground the meeting is not lawfully called or convened.

 

ARTICLE III

 

Section 1.  Number; Term; Classified Board.

 

 

 

 

Section 2.  Election; Qualification.  The directors shall be elected at the annual meeting of the shareholders, except as provided in Section 4 of this ARTICLE III, and each director elected shall hold office for the term for which he is elected and until his successor is elected and qualified.  Directors need not be residents of the State of Texas or shareholders of the corporation.

 

Section 3.  Removal of Directors.  Unless the certificate of formation provides otherwise, a director may be removed only for cause, at any special or annual meeting of the shareholders called for that purpose, by the affirmative vote of the holders of two-thirds (2/3rds) of shares entitled to vote for the election of such director if notice of intention to act upon such matter shall have been given in the notice calling such meeting.

 

Section 4.  Vacancies.

 

(b)          Whenever the authorized number of directors is increased between annual meetings of the shareholders, a majority of the directors then in office shall have the power to designate the class of such new director(s) and elect such new directors for the balance of a term and until their successors are chosen and qualified; provided, however, that the board of directors may not fill more than two (2) such vacancies resulting from an increase in the number of directors.

 

Section 5.  Powers.  The business and affairs of the corporation shall be managed by its board of directors which may exercise all such powers of the corporation and do all such lawful acts and things as are not by statute or by the certificate of formation of the corporation or by these bylaws directed or required to be exercised and done by the shareholders.

 

ARTICLE IV

 

Section 1.  General.  Meetings of the board of directors, regular or special, may be held either within or without the State of Texas.

 

Section 2.  First Meeting.  The first meeting of each newly elected board of directors shall be held at the regularly scheduled meeting of the board of directors following the election of directors and no notice of such meeting shall be necessary to the newly elected directors in order legally to constitute the meeting, provided a quorum shall be present.

 

Section 3.  Regular Meetings.  Regular meetings of the board of directors may be held without notice at such time and at such place as shall from time to time be determined by the board of directors.

 

Section 4.  Special Meetings.  Special meetings of the board of directors may be called by the chairman of the board, the chief executive officer or the president and shall be called by the secretary on the written request of two (2) or more directors.  Written or oral notice of special meetings of the board of directors shall be given to each director at least twenty four (24) hours before the date of the meeting.  Except as otherwise expressly provided by law, 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 5.  Quorum; Adjournment.  A majority of the directors shall constitute a quorum for the transaction of business and the act 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 a greater number is required by law or by the certificate of formation of the corporation.  If a quorum shall not be present at any meeting of the board of directors, the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.  At such adjourned meeting at which a quorum shall be present, any business may be transacted which might have been transacted at the meeting as originally notified and called.

 

Section 6.  Action By Unanimous Written Consent in Lieu of Meeting.  Any action required or permitted to be taken at a meeting of the board of directors or the executive committee may be taken without a meeting if a consent or consents in writing, setting forth the action taken, is signed by all of the members of the board of directors or the executive committee, as the case may be, and such consent or consents shall have the same force and effect as a unanimous vote at a meeting.  To the extent permitted by the TBOC, such consent or consents may be made to take effect at a future time (including a time determined upon the happening of an event).

 

Section 7.  Meeting By Use of Remote Communication.  Directors and committee members may participate in and hold meetings by using a conference telephone or similar communications equipment, or another suitable electronic communications system, including videoconferencing technology or the Internet, or any combination, if the telephone or other equipment or system permits each person participating in the meeting to communicate with all other persons participating in the meeting.  Participation in such a meeting shall constitute presence in person at the meeting, except where a person participates in the meeting for the express purpose of objecting to the transaction of any business on the ground the meeting is not lawfully called or convened.

 

Section 8.  Emergency Provisions.  Notwithstanding any other provision in the certificate of formation of the corporation or these bylaws, this section shall be operative during any “emergency period” (as defined in TBOC Section 3.251).  During any emergency period, unless otherwise provided by the board of directors, (a) a meeting of the board of directors or a committee thereof may be called by any director or officer by any means feasible under the circumstances; (b) notice of any meeting of the board of directors during such an emergency period may be given less than 24 hours prior to the meeting to as many directors and by such means as may be feasible at the time, including publication, television or radio; and (c) the number of directors necessary to constitute a quorum at such a meeting shall be a majority of the remaining directors on the board of directors or committee.  An action taken by the directors at such a meeting of the board of directors or committee during an emergency period if taken in good faith and based on the reasonable belief that the action was in the corporation’s best interest may not be used to impose liability on an officer, director, employee, or agent of the corporation.

 

ARTICLE V

 

The board of directors, by resolution adopted by a majority of the whole board of directors, may designate from among its members an executive committee and one or more other committees, each of which, to the extent provided in such resolution, shall have and may exercise all of the authority of the board of directors in the business and affairs of the corporation except where the action of the board of directors is required by statute.  Vacancies in the membership of a committee shall be filled by the board of directors at a regular or special meeting of the board of directors.  The executive committee shall keep regular minutes of its proceedings and report the same to the board of directors when required.  The designation of any such committee and the delegation thereto of authority shall not operate to relieve the board of directors, or any member thereof, of any responsibility imposed upon it or him by law.

 

ARTICLE VI

 

Section 1.  Notices to Shareholders.  Notices to shareholders shall be in writing and delivered personally or mailed to the shareholders at their addresses appearing on the books of the corporation or, if consented to by the shareholder pursuant to Section 3 of this ARTICLE VI, by electronic transmission.  Notice by mail shall be deemed to be given at the time when such notice shall be mailed.  Notice by electronic transmission shall be deemed to be given at the time when such electronic transmission is dispatched.

 

Section 2.  Notices to Directors.  Notices to directors shall be either in writing or oral.  Notice in writing may be delivered personally or mailed to directors at their addresses appearing on the books of the corporation or, if consented to by the director pursuant to Section 3 of this ARTICLE VI, by electronic transmission.  Notice by mail shall be deemed to be given at the time when such notice shall be mailed.  Oral notice may be made in person or by telephone to the director to be notified.  Notice by electronic transmission shall be deemed to be given at the time when such electronic transmission is dispatched.

 

Section 3.  Electronic Notice; Consent.  On consent of a shareholder or director, notice from the corporation required to be given pursuant to the TBOC, the certificate of formation of the corporation or these bylaws may be provided to such shareholder or director by electronic transmission.  The shareholder or director may specify the form of electronic transmission to be used to communicate such notice (e.g., by electronic mail, or ‘e-mail’).  A shareholder or director may revoke their consent to receive notice by electronic transmission at any time by providing written notice to the corporation.  The consent is considered revoked if the corporation is unable to deliver by electronic transmission two consecutive notices, and the secretary, assistant secretary or transfer agent of the corporation, or another person responsible for delivering notice on behalf of the corporation, knows that delivery of those two electronic transmissions was unsuccessful.  Inadvertent failure to treat the unsuccessful transmissions as a revocation of the consent does not affect the validity of a meeting or other action.

 

Section 4.  Waiver of Notice.

 

 

 

ARTICLE VII

 

Section 1.  Number; Titles.  The officers of the corporation shall consist of a chairman of the board, a chief executive officer, a president, a secretary and a treasurer, each of whom shall be elected by the board of directors.  The Board of Directors may also create and establish the duties of other offices as it deems appropriate.  The Board of Directors from time to time may appoint, or may authorize the president to appoint or authorize specific officers to appoint, the persons who shall hold such other offices as may be established by the Board of Directors, including, but not limited to, one or more vice presidents, a chief financial officer, a chief risk officer, a chief credit officer, one or more assistant secretaries, and one or more assistant treasurers.  Any two or more offices may be held by the same person.

 

Section 2.  Election; Qualification.  The board of directors at its first meeting after each annual meeting of shareholders shall choose a president, one or more vice presidents, a secretary and a treasurer, none of whom need be a member of the board of directors.  Such other officers and assistant officers and agents as may be deemed necessary may be elected or appointed by the board of directors.

 

Section 3.  Compensation of Officers.  The salaries of all officers and agents of the corporation shall be fixed by the board of directors.

 

Section 4.  Term; Removal; Vacancies.  The officers of the corporation shall hold office until their successors are chosen and qualify.  Any officer or agent or member of the executive committee elected or appointed by the board of directors may be removed by the board of directors 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.  Any vacancy occurring in any office of the corporation by death, resignation, removal or otherwise shall be filled by the board of directors.

 

Section 5.  Chairman of the Board.  The board of directors may, in its discretion, choose a chairman of the board who shall preside at meetings of the shareholders and of the directors and shall be an ex officio member of all standing committees.  The chairman of the board shall have such other powers and shall perform such other duties as shall be designated by the board of directors.  The chairman of the board shall be a member of the board of directors but no other officers of the corporation need be a director.  The chairman of the board shall serve until his successor is chosen and qualified, but he may be removed at any time by the affirmative vote of a majority of the board of directors.

 

Section 6.  Chief Executive Officer.  The chief executive officer shall have general and active management of the business of the corporation and shall see that all orders and resolutions of the board of directors are carried into effect.  The chief executive officer shall have the power to vote all shares of voting capital stock owned or controlled by the corporation, in such manner as the board of directors may from time to time instruct, but if no such instruction is given, then he shall vote such stock in the manner he deems to be in the best interest of the corporation.  The chief executive officer shall perform such other duties and have such other authority and powers as the board of directors may from time to time prescribe, and he may from time to time delegate duties, authority and powers to the other officers of the corporation.  If the positions of chairman of the board and the chief executive officer are not filled by the same individual, then in the absence of the chairman of the board, the chief executive officer shall preside at meetings of the shareholders and the board of directors.

 

Section 7.  President.  The president shall be responsible for the general and active management of the business and affairs of the corporation, and shall see that all orders and resolutions of the Board of Directors are carried into effect.  The president shall perform such other duties and have such other authority and powers as the Board of Directors may from time to time prescribe.  In the absence of the chairman of the board and the chief executive officer, the president shall preside at meetings of the shareholders and the board of directors.

 

Section 8.  Secretary.  The secretary shall attend all meetings of the board of directors and all meetings of the shareholders and record all the proceedings of the meetings of the corporation and of the board of directors in a book to be kept for that purpose and shall perform like duties for the standing committees when required.  He shall give, or cause to be given, notice of all meetings of the shareholders and special meetings of the board of directors, and shall perform such other duties as may be prescribed by the board of directors or president, under whose supervision he shall be.

 

Section 9.  Assistant Secretary.  The assistant secretaries in the order of their seniority, unless otherwise determined by the board of directors, shall, in the absence or disability of the secretary, perform the duties and exercise the powers of the secretary.  They shall perform such other duties and have such other powers as the board of directors may from time to time prescribe.

 

Section 10.  Treasurer.

 

 

 

 

Section 11.  Assistant Treasurer.  The assistant treasurers in the order of their seniority, unless otherwise determined by the board of directors, shall, in the absence or disability of the treasurer, perform the duties and exercise the powers of the treasurer.  They shall perform such other duties and have such other powers as the board of directors may from time to time prescribe.

 

ARTICLE VIII

 

Section 1.  Certificates and Book-Entry Shares.

 

 

 

 

 

 

Section 2.  Lost, Stolen, Mutilated or Destroyed.  The board of directors may direct a new certificate for shares or uncertificated shares to be issued in place of any certificate theretofore issued by the corporation alleged to have been lost, stolen, mutilated or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate to have been lost, stolen, mutilated or destroyed.  When authorizing such issuance of a new certificate or uncertificated shares, the board of directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen, mutilated or destroyed certificate, or such owner’s legal representative, to advertise the same in such manner as it shall require and/or to give the corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the corporation with respect to the certificate alleged to have been lost, stolen, mutilated or destroyed.

 

Section 3.  Transfer of Shares. Before the corporation or transfer agent records the transfer of the shares on its books or issues any certificate for the shares, the person seeking the transfer must provide a certificate, if available, and proper evidence of succession, assignment or authority to transfer the shares.  Once this has occurred, it shall be the duty of the corporation to issue a new certificate to the person entitled thereto, cancel the old certificate and record the transaction upon its books.  Alternatively, the corporation can issue uncertificated shares that may be evidenced by book-entry system maintained by the registrar of such shares, cancel the old certificate and record the transaction upon its books.

 

Section 4.  Restrictions on Transfer of Shares.  The board of directors, on behalf of the corporation, or the shareholders may impose restrictions on the transfer of shares (including any security convertible into, or carrying a right to subscribe for or acquire shares) to the maximum extent permitted by law.  A restriction does not affect shares issued before the restriction was adopted unless the holders of the shares are parties to the restriction agreement or voted in favor of the restriction.  A restriction on the transfer of shares is valid and enforceable against the holder or a transferee of the holder if the restriction is authorized by this Article VIII, Section 4 and its existence is noted conspicuously on the front or back of the certificate.

 

Section 5.  Closing of Transfer Books and 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 shareholders entitled to receive payment of any dividend on shares, or in order to make a determination of shareholders for any other proper purposes, the board of directors may provide that the stock transfer books shall be closed for a stated period not to exceed, in any case, sixty (60) days.  If the stock transfer books shall be closed for the purpose of determining shareholders entitled to notice of or to vote at a meeting of shareholders, such books shall be closed for at least ten (10) days immediately preceding such meeting.  In lieu of closing the stock transfer books, the board of directors may fix in advance a date as the record date for any such determination of shareholders, such date in any case to be not more than sixty (60) days, and, in case of a meeting of shareholders, not less than ten (10) days, prior to the date on which the particular action requiring such determination of shareholders is to be taken.  If the stock transfer books are not closed and no record date is fixed for the determination of shareholders entitled to notice of or to vote at a meeting of shareholders, or shareholders entitled to receive payment of a dividend on shares or of interest or principal on indebtedness, the date on which the notice of the meeting is mailed or the date on which the resolutions of the board of directors declaring such dividend or authorizing such payment of principal or interest is adopted, as the case may be, shall be the record date for such determination of shareholders.  When a determination of shareholders entitled to vote at any meeting of shareholders has been made as provided in this section, such determination shall apply to any adjournment thereof, except where the determination has been made through the closing of stock transfer books and the stated period of closing has expired.

 

Section 6.  Registered Shareholders.  The corporation shall be entitled to recognize the exclusive rights of a person registered on its books as the owner of shares to receive dividends or payments of interest and principal thereon, and to vote as the owner of such share or shares, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of the State of Texas.

 

ARTICLE IX

 

Section 1.  Dividends.  The board of directors may declare and the corporation may pay dividends on its outstanding shares in cash, property, or its own shares pursuant to the laws of the State of Texas and subject to the provisions of the certificate of formation of the corporation.

 

Section 2.  Reserves.  The board of directors may by resolution create a reserve or reserves out of earned surplus for any proper purpose or purposes, and may abolish any such reserve in the same manner.

 

Section 3.  Shareholder Examination of Records.  Upon written demand stating a proper purpose from (i) a holder of shares of the corporation for at least six months immediately preceding the holder’s demand, or (ii) a holder of at least five percent (5%) of all of the outstanding shares of the corporation, the corporation must present the corporation’s books, records of account, minutes, and share transfer records relating to the stated purpose, for examination and copy, at a reasonable time.

 

Section 4.  Checks.  All checks or demands for money and notes of the corporation shall be signed by such officer or officers or such other person or persons as the board of directors may from time to time designate.

 

Section 5.  Fiscal Year.  The fiscal year of the corporation shall be fixed by the resolution of the board of directors.

 

Section 6.  Reliance on Books and Records.  Each director, each member of any committee designated by the board of directors, and each officer of the corporation, shall, in the performance of his or her duties, be fully protected in relying in good faith upon the books of account or other records of the corporation, including reports made to the corporation by any of its officers, by an independent certified public accountant, or by an appraiser selected with reasonable care.

 

ARTICLE X

 

These bylaws may be altered, amended or repealed or new bylaws may be adopted at any meeting of the board of directors at which a quorum is present, by the affirmative vote of a majority of the directors present at such meeting (provided notice of the proposed alteration, amendment or repeal is contained in the notice of the meeting), subject to repeal or change at any meeting of the shareholders at which a quorum is present, by the affirmative vote of holders of two-thirds (2/3rds) of the shares entitled to vote at such meeting (provided notice of the proposed alteration, amendment or repeal is contained in the notice of the meeting).

ARTICLE XI

 

Unless the corporation consents in writing to the selection of an alternative forum, the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of the corporation, (ii) any action for breach of duty to the corporation or the corporation’s shareholders by any current or former officer or other employee or agent or director of the corporation, (iii) any action against the corporation or any current or former director, officer or other employee or agent or director of the corporation arising pursuant to any provision of the TBOC, the certificate of formation of the corporation or these bylaws, or (iv) any action against the corporation or any current or former officer or other employee or agent or director of the corporation governed by the internal affairs doctrine shall be the United States District Court for the Northern District of Texas, Lubbock Division, or in the event that court lacks jurisdiction to hear such action, the District Courts of the County of Lubbock, Texas, unless neither court has personal jurisdiction over an indispensable party named as a defendant.  Failure to enforce the foregoing provisions would cause the corporation irreparable harm and the corporation shall be entitled to equitable relief, including injunctive relief and specific performance, to enforce the foregoing provisions.  Any person or entity purchasing or otherwise acquiring any interest in shares of capital stock of the corporation shall be deemed to have notice of and consented to the provisions of this ARTICLE XI.  If any action the subject matter of which is within the scope of this ARTICLE XI is filed in a court other than a court located within the State of Texas (a “Foreign Action”) by or in the name of any shareholder, such shareholder shall be deemed to have consented to (i) the personal jurisdiction of the state and federal courts located within the State of Texas in connection with any action brought in such court to enforce the provisions of this ARTICLE XI, and (ii) having service of process made upon such shareholder in any such action by service upon such shareholder’s counsel in the Foreign Action as agent for such shareholder.

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IN WITNESS WHEREOF, the undersigned Secretary of South Plains Financial, Inc. (the “Company”) hereby certifies that these Second Amended and Restated Bylaws have been duly adopted by the Board of Directors of the Company by unanimous written consent on the 29th day of October 2021.

 

Exhibit 99.1