Exhibit 3.1
BYLAWS
OF
TRUSTMARK CORPORATION
AS AMENDED AND RESTATED AS OF
FEBRUARY 15, 2023
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BYLAWS
OF
TRUSTMARK CORPORATION
(Incorporated under the laws of Mississippi)
OFFICES
The principal office shall be in the City of Jackson, County of Hinds, State of Mississippi; and the name of the resident agent for process upon the corporation is Michael A. King, whose mailing address is 248 East Capitol Street, Jackson, Mississippi. The corporation may also have offices at such other places as the Board of Directors may from time to time appoint, or as the business of the corporation may require.
STOCKHOLDERS’ MEETINGS
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Without limiting the other provisions and requirements of this Section 10 of this Article II, unless otherwise required by law, if any stockholder (A)(1) provides notice pursuant to Rule 14a-19(b) promulgated under the Exchange Act and (2) subsequently fails to comply with the requirements of Rule 14a-19(a)(2) and Rule 14a-19(a)(3) promulgated under the Exchange Act, or (B) notifies the corporation that such stockholder no longer intends to solicit proxies in accordance with Rule 14a-19 promulgated under the Exchange Act, then the corporation shall disregard any proxies or votes solicited for such stockholder’s nominees. Upon request of the corporation, if any stockholder provides notice pursuant to Rule 14a-19(b) promulgated under the Exchange Act, such stockholder shall deliver to the corporation, no later than five (5) business days prior to the meeting, reasonable evidence that it has met the requirements of Rule 14a-19(a)(3) promulgated under the Exchange Act.
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BOARD OF DIRECTORS
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OFFICERS
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CAPITAL STOCK
Shares of the corporation may but need not be represented by certificates. When shares are represented by certificates, the corporation shall issue such certificates in such form as shall be required by the MBCA and as determined by the Board of Directors, to the stockholder of record for the fully paid shares owned by such stockholder. Each certificate shall be signed by, or shall bear the facsimile signature of, the President and the Secretary, or such other officers as are authorized by the Board of Directors and may (but need not) bear the corporate seal of the corporation or a facsimile thereof, but a facsimile signature may be used only if the certificate is countersigned or registered by a transfer agent or registrar, as applicable, other than the corporation itself or an employee of the corporation. All certificates for the corporation’s shares shall be consecutively numbered or otherwise identified.
The name and address of the person to whom shares (whether or not represented by a certificate) are issued, with the number of shares and date of issue, shall be entered on the stock transfer books of the corporation. Such information may be stored or retained on discs, tapes, cards, or any other approved storage device relating to data processing equipment; provided that such device is capable of reproducing all information contained therein in legible and understandable form, for inspection by stockholders, or for any other corporate purpose.
When shares are not represented by certificates, then within a reasonable time after the issuance or transfer of such shares, the corporation shall send the stockholder to whom such shares have been issued or transferred a written statement of the information required by the MBCA to be included on certificates.
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In lieu of closing the stock transfer books, the Board of Directors may fix in advance a date as the record date for determining stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or entitled to receive payment of any dividend, or in order to make a determination of stockholders entitled to demand a special meeting, or for any other proper purpose, such date in any case to be not more than seventy (70) days or less than ten (10) days before the meeting or particular action requiring such determination of stockholders or a date preceding the date upon which the resolution fixing the record date is adopted. If the stock transfer books are not closed and no record date is fixed for the determination of stockholders entitled to notice of or to vote at a meeting of stockholders, the day before the date on which notices of the meeting are mailed shall be the record date for such determination of stockholders. If the stock transfer books are not closed and no record date is fixed for the determination of stockholders entitled to receive payment of a dividend, the date on which the resolution of the Board of Directors declaring such dividend is adopted shall be the record date for such determination of stockholders. When a determination of stockholders entitled to vote at any meeting of stockholders has been made as provided in this section, such determination shall apply to any adjournment thereof unless the Board of Directors fixes a new record date, which it shall do if the meeting is adjourned to a date more than one hundred twenty (120) days after the date fixed for the original meeting.
FINANCE
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INSPECTION OF BOOKS; RECORDS
AMENDMENTS
These Bylaws may be altered, amended, or repealed or new Bylaws adopted by the Board of Directors.
INDEMNITY
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