**Exhibit 3.e.**

 

**BYLAWS**

 

**OF**

 

**LOGAN COUNTY BANCSHARES, INC.**

 

# **ARTICLE I - OFFICES**

 

The Corporation shall maintain its principaloffice in the State of West Virginia.  TheCorporation may have such other offices, either within or without the State ofWest Virginia, as the Board of Directors may designate or as the businessof the Corporation may require from, time to time.

 

# **ARTICLE II - SHAREHOLDERS**

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## SECTION1.  Annual Meeting.  The annual meeting of the shareholders shallbe held on the third Thursday in April of each year or at such other time asmay be fixed by the Board of Directors, provided that notice thereof be givenas hereinafter provided.  The purpose ofthe annual meeting shall be to elect directors and for the transaction of suchother business as may come before the meeting.  If the day fixed for the annual meeting shallbe a legal holiday in the State of West Virginia, such meeting shall be held onthe next succeeding business day.

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## SECTION 2.  SpecialMeetings.  Special meetings of theshareholders may be called by the Chairman of the Board, President or Board ofDirectors and shall also be called by the Chairman of the Board, President orSecretary or any director at the request, in writing, of the holders of notless than one-tenth of all the outstanding shares of the Corporation entitledto vote at the meeting, provided that such request shall state the purpose orpurposes of the proposed special meeting and shall be given to the Board of Directorsno later than 30 days prior to the date of such meeting.

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## SECTION3.  Shareholder Proposals.  Any matter or proposal to be raised by anyshareholder at any Annual Meeting or Special Meeting of shareholders must besubmitted in writing to the Board of Directors no later than 30 days prior tothe date of any such meeting.  The

 

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## Board ofDirectors, in their discretion, shall have the authority to decide whether suchproposals should be presented to the rest of the shareholders for theirapproval.

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## SECTION4.  Place of Meeting.  The Board of Directors may designate anyplace, either within or without the State of West Virginia, as the place ofmeeting for any annual or special meeting.

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## SECTION 5.  Noticeof Meeting.  Written or printednotice shall be given to each shareholder of record entitled to vote at suchmeeting, stating the place, day and hour of the meeting and, in case of aspecial meeting, the purpose or purposes for which the meeting is called, andshall be given not less than ten nor more than fifty days before the date ofthe meeting, either personally or by mail, by or at the direction of theChairman of the Board, President, Secretary, or officer or persons calling themeeting.  If mailed, such notice shall bedeemed to be given when deposited in the United States mail, addressed to theshareholder at his address as it appears on the stock transfer books of theCorporation, with postage thereon prepaid.

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## SECTION6.  Fixing of Record Date.  For the purpose of determining shareholdersentitled to notice of or to vote at a meeting of shareholders or anyadjournment thereof, or shareholders entitled to receive payment of anydividend, the record date shall be set**inadvance by a resolution of the Board of Directors calling the meeting of theshareholders or declaring such dividend, as the case may be; provided, however,that in no event shall such record date be**morethan fifty days prior to the date proposed for such meeting or dividenddeclaration, and in the case of such meeting, not less than ten days prior tothe date on**which the meeting isto take place.  When a determination ofshareholders entitled to vote at any meeting of shareholders has been made asprovided in this section, such determination shall apply to any adjournmentthereof.

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## SECTION7.  Voting Lists.  The officer or agent having charge of thestock transfer books for shares of the Corporation shall make, at least tendays before each meeting of shareholders, a complete record of the shareholdersentitled to vote at such meeting, or any adjournment thereof, arranged in alphabeticalorder, with the shareholders’ addresses and the number of shares held by each.  Such record shall be produced and kept open atthe time and

 

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## place of themeeting and shall be subject to the inspection of any shareholder during**the whole time of the meeting.

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## SECTION8.  Quorum.  A majority of the outstanding shares of theCorporation entitled to vote, represented in person or by proxy, shallconstitute a quorum at a meeting of shareholders.  If less than a majority of the outstandingshares are represented at a meeting, a majority of the shares so representedmay adjourn the meeting, from time to time, without further notice.  At any reconvened session of such adjournedmeeting at which a quorum shall be present or represented, any business may betransacted which might have been transacted at the meeting as originallynotified.

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## SECTION9.  Manner of Action.  The affirmative vote of the majority of theshares represented at the meeting and entitled to vote on the subject mattershall be the act of the shareholders, unless the vote of a greater number orvoting by classes is required by law or the Articles of Incorporation orherein, except that in the case of electing directors, every shareholder entitledto vote at 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 tobe elected and for whose election he has a right to vote, or to cumulate hisvotes by giving one candidate as many votes as the number of such directorsmultiplied by the number of his shares shall equal, or by distributing suchvotes on the same principle among any number of such candidates.

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## SECTION 10.  Proxies. At all meetings of shareholders, ashareholder may vote by proxy executed in writing by the shareholder or by hisduly authorized attorney-in-fact.  Suchproxy shall be filed with the Secretary of the Corporation before or at thetime of the meeting.  No proxy shall bevalid after the expiration of eleven months from the date of its executionunless otherwise provided therein.

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## SECTION11.  Presiding Officer and Secretary.  At every meeting of shareholders, theChairman of the Board, or in his absence, the President, or in his absence, a VicePresident, or if none be present, the appointee of the meeting, shall preside.  The Secretary, or in his absence, an AssistantSecretary, or if none be present, the appointee of the presiding officer of themeeting, shall act as secretary of the meeting.

 

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**ARTICLE  III - BOARD OF DIRECTORS**

 

SECTION1.  Number and Tenure.  The business of the Corporation shall bemanaged by a Board of Directors.  Thenumber of directors shall not be less than three, until otherwise determined bya resolution of the Board of Directors. Each director shall be elected annually by the shareholders for the termof one year, and shall serve until the election and acceptance of his duly qualifiedsuccessor, unless sooner removed by action of the shareholders.

 

## SECTION2.  Regular Meetings.  A regular meeting of the Board of Directorsshall be held, without other notice than this Bylaw, immediately after and atthe same place as the annual meeting of shareholders.  The Board of Directors may provide, byresolution,**thetime and place for the holding of additional regular meetings without othernotice than such resolution.

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## SECTION3.  Special Meetings.  Special meetings of the Board of Directorsmay be called by or at the request of the Chairman of the Board, President orany other two directors.  The person orpersons calling the special meetings of the Board of Directors may fix theglace for holding any such special meeting.

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## SECTION 4.  Notice. Notice of any special meeting and thepurpose thereof shall be given not less than five days prior thereto if givenby written notice delivered or mailed to each director at his business address,or by telegram.  If mailed, such noticeshall be deemed to be delivered when deposited in the United States mail soaddressed, with postage thereon prepaid.  If notice be given by telegram, such**notice shall be deemed to be deliveredwhen the telegram is delivered to the telegraph company.  Notice of any special meeting and the purposethereof shall be given not less than twenty-four hours prior thereto if givenby person or by telephone.  When anymeeting is being called for the purpose of amending the Bylaws or for thepurpose of authorizing the sale of all or substantially all of the assets of theCorporation, notice shall be given to each and every director and shall setforth the nature of the business intended to be transacted.  Any director may waive notice of any meetingin writing.  The attendance of a directorat a meeting shall constitute a waiver of notice of such meeting, except wherea director attends a meeting for the express purpose of objecting to thetransaction of any business because the meeting is not lawfully called orconvened.

 

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## SECTION5.  Quorum.  A majority of the number of directors fixed bySection 1 of this ARTICLE III shall constitute a quorum for the transaction ofbusiness at any meeting of the Board of Directors, but if less than suchmajority is present at a meeting, a majority of the directors present mayadjourn the meeting until a quorum is present.

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## SECTION6.  Participation by Communications Equipment. To the extent permitted by law, membersof the Board of Directors or any**committeethereof may participate in a meeting of such Board**or committee by means of conference telephone or similarcommunications equipment if all persons participating at such meeting can heareach other.  Participation in a meetingby such means shall constitute presence in person at the meeting.

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## SECTION7.  Manner of Acting.  The act of the majority of the directorspresent at a meeting at which a quorum is present shall be the act of the Boardof Directors.

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## SECTION8.  Vacancies.  Any vacancy occurring in the Board ofDirectors, including a vacancy resulting from an increase in the number ofdirectors, may be filled by the affirmative vote of a majority of the remainingdirectors, though less than a quorum of the Board of Directors.  A director elected to fill a vacancy shall beelected for the unexpired term of his predecessor in office.  Any directorship to be filled by reason of anincrease in the number of directors may be filled by the Board of Directors fora term of office continuing only until the next election of directors.

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## SECTION9.  Compensation.  By resolution of the Board of Directors, thedirectors may be paid their expenses, if any, of attendance at each meeting ofthe Board of Directors, and may be paid a fixed sum for attendance at eachmeeting of the Board of Directors or a stated salary as director.  No such payment shall preclude any directorfrom serving the Corporation in any other capacity and receiving compensationtherefore.

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## SECTION10.  Informal Action By Directors. Unless otherwise provided by law, anyaction required or permitted to be taken at a meeting of the Board of Directorsor any committee thereof may be taken without a meeting if a consent inwriting, which sets forth the action so taken, shall be signed by all of thedirectors entitled to vote with respect to the subject

 

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## matterthereof.  Such written consent andadopted resolutions shall be filed with the minutes of the proceedings of theBoard of Directors or of such committee.

 

## SECTION11.  Removal of Directors.  At a meeting called expressly for thatpurpose, any director or the entire Board of Directors may be removed, with orwithout**cause, by a vote ofshareholders holding a majority of the shares entitled to vote at an electionof directors.  If less than the entireBoard is to be removed, no director may be removed if the votes of the numberof shares cast against his/her removal would be sufficient to elect him.

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Whenever the shareholders of any class areentitled to elect one or more directors pursuant to the Articles ofIncorporation, the provisions of this section shall apply, with respect to theremoval of a director or directors so elected, to the vote of the holders ofthe outstanding shares of that class and not to the vote of the outstandingshares as a whole.

 

## SECTION12.  Resignation of Directors.  Any director may resign his office at any time,such resignation to be made in writing to the Board of Directors at the addressof the Corporation, and shall take effect as provided in such writing, or uponreceipt by the Corporation if no effective date is provided in such writing.

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## SECTION13.  Executive Committee.  The Board of Directors may, in its discretion,by the affirmative vote of a majority of the Board of Directors, designate an ExecutiveCommittee to consist of the Chairman of the Board, President and one or moreother directors as the Board of Directors may from time to time determine.  The Board of Directors shall have the power atany time to change the membership of said Committee, to fill vacancies in it,or to dissolve it.  The ExecutiveCommittee shall have and may exercise all the authority of the Board ofDirectors, except the powers to amend the Articles of Incorporation, adopt aplan of merger or consolidation, recommend to the shareholders the sale, lease,exchange or other disposition of all or substantially all the property andassets of the Corporation otherwise than in the usual and regular course of itsbusiness, recommend to the shareholders a voluntary dissolution of theCorporation or a revocation thereof, amend the Bylaws of the Corporation, orexercise, any other authority of the Board of Directors which is not permittedby law.  A majority of the members of theExecutive Committee shall constitute a quorum.

 

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## SECTION14.  Other Committees.  The Board of Directors may, in its discretion,by resolution adopted by the affirmative vote of a majority of the Board ofDirectors, establish other committees from the Directors which shall have notless than three members, and to such extent as shall be provided in suchresolution or in the Bylaws, may delegate to such committees all or any of thepowers of the Board of Directors which may be lawfully delegated, and such committeesshall have and thereupon may exercise any or all of the powers so delegated tothem.  The Board of Directors shall havethe power at any time to fill vacancies in, to change the membership of, tosuspend the powers of, or to dissolve any such committee.  A majority of any such committee may determineits action and fix the time and place of its meetings, unless the Board ofDirectors shall otherwise provide.

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# **ARTICLE IV - OFFICERS**

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## SECTION1.  Number.  The officers of the Corporation shall be aChairman of the Board, a President, a Secretary and a Treasurer, each of whomshall be elected by the Board of Directors.  The President shall be a director.  One or more Vice Presidents may be elected, ifany, as the Board of Directors may determine, and such other officers andassistant officers as may be deemed necessary may be elected or appointed bythe Board of Directors.  Any two or moreoffices may be held by the same person, except the offices of President andSecretary.

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## SECTION2.  Election and Term of Office.  The officers of the Corporation to be electedby the Board of Directors shall be elected annually by the Board of Directorsat the first meeting of the Board of Directors held after each annual meetingof the shareholders.  If the election of officersshall not be held at such meeting, such election shall be held as soonthereafter as it may conveniently be held.  Each officer shall hold office until hissuccessor shall have been duly elected and qualified or until his death oruntil he shall resign or shall have been removed in the manner hereinafterprovided.

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## SECTION3.  Removal.  Any officer or agent elected or appointed bythe Board of Directors may be removed with or without cause by the Board ofDirectors whenever, in its judgment, the best interests of the Corporationwould be served thereby.

 

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## SECTION4.  Vacancies.  A vacancy in any office because of death,resignation, removal, disqualification, or otherwise, may be filled by theBoard of Directors for the unexpired portion of the teat.

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## SECTION5.  Chairman of the Board.  The Chairman of the Board shall supervise thecarrying out of the policies adopted or approved by the Board of Directors.  He shall have authority for the general supervision,management and control of the business and affairs of the Company and shallperform all other duties and exercise all other powers as are incident to theOffice of Chairman of the Board and as may be prescribed by these Bylaws.  The Chairman of the Board shall preside atall meeting s of the shareholders and of the Board of Directors.  He may vote the stock or other securities ofany other domestic or foreign corporation which may at any time be owned by theCompany, may execute any shareholders’ or other consents in respect thereof andmay in his discretion delegate such powers by executing proxies, or otherwise,on behalf of the Company.  He shall havesuch other powers and shall perform such other duties as may be prescribed bythe Board of Directors from time to time.

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## SECTION6.  President.  The Board of Directors shall appoint one ofits members to be President of the Company.  In the absence Of the Chairman of the Board,he shall preside at any meeting of shareholders and of the Board of Directors.  The President shall have general executivepowers and shall have and may exercise any and all other powers and dutiespertaining by law, regulation, or practice, to the office of President, orimposed by these Bylaws.  He shall alsohave and may exercise such further powers and duties as from time to time maybe conferred upon, or assigned to, him by the Board of Directors.  The President shall see that the books,reports, statements and certificates required by the West Virginia CorporationAct are properly kept, made and filed according to law.

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## SECTION7.  Vice President.  In the absence of, or disability of, thePresident, the Vice President or, if there be more than one Vice President, aVice President designated by the Board of Directors, shall perform thePresident’s functions and duties so long as such absence or disabilitycontinues.  The Vice President(s) shallhave such powers and duties as may, from time to time, be conferred by theBoard of Directors.

 

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## SECTION8.  Secretary.  The Secretary shall:  (a) keep the minutes of the shareholders’meetings and of the Board of Directors meetings in one or more books providedfor that purpose;  (b) see that allnotices are duly given in accordance with the provisions of these Bylaws or asrequired by law;  (c) be custodian of thecorporate records and of the seal of the Corporation and see that the seal ofthe Corporation is affixed to all documents, the execution of which on behalfof the Corporation and under its seal is duly authorized;  (d) keep a register of the post officeaddress of each shareholder which shall be furnished to the Secretary by suchshareholder;  (e) have general charge of thestock transfer books of the Corporation; and (f) in general perform allduties incident to the office of Secretary and such other duties as, from timeto time, may be assigned to him by the Chairman of the Board, President orBoard of Directors.

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## SECTION9.  Treasurer Directors.  If required by the Board of Directors, theTreasurer shall give a bond for the faithful discharge of his duties in suchsum and with such surety or sureties as the Board of Directors shalldetermine.  He shall:  (a) receive and give receipts for monies dueand payable to the Corporation from any source whatsoever; and  (b) in general perform all of the dutiesincident to the office of Treasurer and such other duties as, from time to time,may be assigned to him by the Chairman of the Board, President or Board of Directors.

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## SECTION 10.  Assistant Secretaries and AssistantTreasurers.  Assistant Secretariesand Assistant Treasurers shall perform such duties as shall be assigned to themby the Secretary or by the Treasurer, respectively, or by the Chairman of theBoard, President or the Board of Directors.

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## SECTION11.  Salaries.  The salaries of the officers shall be fixed,from time to time, by the Board of Directors and no officer s all be preventedfrom receiving such salary by reason of the fact that he is also a director ofthe Corporation.

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# **ARTICLE V - CONTRACTS, DEEDS AND LOANS**

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## SECTION1.  Contracts.  The Board of Directors may authorize anyofficer or officers, or agent or agents, to enter into any contract or executeand deliver any instrument in

 

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## the name ofand on behalf of the Corporation, and such authority may be general or confinedto specific instances.

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## SECTION2.  Deeds.  Alldeeds made by the Corporation shall be signed in the name of the Corporation bythe Chairman of the Board, President, or such other person as may be authorizedthereunto by the Board of Directors.

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## SECTION3.  Loans.  No loans shall be contracted on behalf of theCorporation and no evidence of indebtedness shall be issued in its name unlessauthorized by a resolution of the Board of Directors.  Such authority may be general or confined tospecific instances.

 

# **ARTICLE VI - CERTIFICATES FOR SHARES AND THEIR TRANSFER**

 

## SECTION1.  Certificates for Shares.  Certificates representing shares of capitalstock of the Corporation shall be in such form as shall be determined by theBoard of Directors.  Such certificatesshall be signed by the President and by the Secretary or by such other officersthat is authorized by law and by the Board of Directors.  All certificates for shares shall beconsecutively numbered or otherwise identified.  The name and address of the person to whom theshares represented thereby are issued, with the number of shares and date ofissue, shall be entered on the stock transfer books of the Corporation.  All certificates surrendered to theCorporation for transfer shall be canceled and no new certificate shall be issueduntil the former certificate for a like number of shares shall have been surrenderedand canceled, except that in case of a lost, destroyed or mutilatedcertificate, a new one may be issued therefore upon such terms and indemnity tothe Corporation as the Board of Directors may prescribe.

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## SECTION2.  Transfer of Shares.  Transfer of shares of the Corporation shall bemade only on the stock transfer books of the Corporation when the holder ofrecord thereof or his legal representative, who shall furnish proper evidenceof authority to transfer, or his attorney, authorized by power of attorney dulyexecuted and filed with the Secretary of the Corporation, has surrendered forcancellation the certificate for each share.  The person in whose name that the shares standon the books of the Corporation shall be the owner thereof for all purposes.

 

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# **ARTICLE VII - ACCOUNTING YEAR**

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The accounting year of the Corporation shallbe determined by the Board of Directors.

 

# **ARTICLE  VIII - DIVIDENDS**

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The Board of Directors may, from time totime, declare, and the Corporation may pay, dividends on its outstanding sharesin the manner and subject to the terms and conditions provided by law and itsArticles of Incorporation.

 

# **ARTICLE IX - SEAL**

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TheCorporation may have a corporate seal which shall be circular in form and shallhave inscribed thereon the name of the Corporation, the year of incorporation,the state of incorporation and the words “Corporate Seal.”

 

# **ARTICLE X - WAIVER OF NOTICE**

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Unlessotherwise provided by law, whenever notice is required to be given to any shareholderor director of the Corporation under the provisions of these Bylaws or underthe provisions of the Articles of Incorporation, a waiver thereof in writing,signed by the person or persons entitled to such notice, filed with the recordsof the meeting, whether before or after the time stated therein, shall bedeemed equivalent to the giving of such notice.

 

# **ARTICLE XI - INDEMNIFICATION**

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TheCorporation shall indemnify officers and directors to the extent permitted, andin the manner provided by subsections (a) through (g) of Section 31-1-9 of theWest Virginia Corporation Act, as amended, and shall have power to make anyother or further indemnity permitted under the laws of the State of WestVirginia.

 

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# **ARTICLE XII - AMENDMENTS**

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These Bylaws may be altered, amended,repealed, or added to by the Board of Directors at a meeting of the Board ofDirectors called or that purpose, provided that the notice for such meeting setsforth the amendments being proposed.  TheBoard of Directors’ power to alter, amend or repeal the Bylaws or adopt newBylaws is subject to repeal or change by action of the shareholders.

 

I certify that the foregoing are the Bylawsadopted by the Board of Directors of LOGAN COUNTY BANCSHARES, INC. this 3rd dayof December, 1984.

 

 
|   | /s/ Eddie Canterbury        |   |
|--------|-----------------------------|--------|
|   | Eddie Canterbury, Secretary |   |

 

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