UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
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 6,
2007
Southside
Bancshares, Inc.
(Exact
name
of registrant as specified in its charter)
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Texas
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0-12247
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75-1848732
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(State
or other jurisdiction of incorporation)
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(Commission
File Number)
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(IRS
Employer Identification
Number)
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1201
S. Beckham, Tyler, Texas
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75701
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant's
telephone number,
including area code(903)
531-7111
NA
(Former
name or former address, if changed since last report)
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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:
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p
Written
communications pursuant to Rule 425 under Securities Act (17 CFR
230-425)
p
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240-14a-12)
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p
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR
240.14d-2(b))
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p
Pre-commencement
communications pursuant to Rule 13e-4(c) under Exchange Act (17
CFR
240.13e-4(c))
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ITEM
5.03.
AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL
YEAR.
Effective
December 6, 2007, the Board of
Directors of Southside Bancshares, Inc. (the “Company”) voted to amend Section
4.05, Section 4.06, Section 5.01 and Section 5.04 of the Company’s Amended and
Restated Bylaws (the “Bylaws”) as follows:
(1) Amendment
of Section 4.05 - Chairman of the Board. Section 4.05 was amended
as follows:
Section
4.05 as
previously stated:
4.05 Chairman
of the Board. The Chairman of the Board, if one is elected, shall
preside at all meetings of the Board of Directors and shall have such other
powers and duties as may from time to time be prescribed by the Board of
Directors upon written directions given to him pursuant to resolutions duly
adopted by the Board of Directors.
Section
4.05 as amended:
4.05 Chairman
of the Board. The Chairman of the Board, if one is elected, shall
preside at all meetings of the Board of Directors and shall have such other
powers and duties as may from time to time be prescribed by the Board of
Directors upon written directions given to him pursuant to resolutions duly
adopted by the Board of Directors and shall have general and active management
of the business and affairs of the Corporation.
(2) Amendment
of Section 4.06 - President. Section 4.06 was amended as
follows:
Section
4.06 as
previously stated:
4.06 President. The
President shall be the chief executive officer of the Corporation, shall
have
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. He shall preside at all meetings of the shareholders
and at
all meetings of the Board of Directors, unless a Chairman of the Board has
been
elected, in which event the President shall preside at meetings of the Board
of
Directors in the absence or disability of the Chairman of the
Board.
Section
4.06 as
amended:
4.06 President. The
President shall be the chief operating officer of the Corporation. He shall
have
such other powers and duties as may from time to time be prescribed by the
Board
of Directors.
(3) Amendment
of Section 5.01 - Share Certificates. Section 5.01 was amended as
follows:
Section
5.01 as
previously stated:
5.01 Share
Certificates. The shares of the Corporation shall be represented by
certificates signed by the President or a Vice-President and the Secretary
or an
Assistant Secretary of the Corporation, and may be sealed with the seal of
the
Corporation or a facsimile thereof. The signatures of the President or
Vice-President and the Secretary or Assistant Secretary upon a certificate
may
be facsimiles if the certificate is countersigned by a transfer agent, or
registered by a registrar, other than the Corporation itself or an employee
of
the Corporation. The certificates shall be consecutively numbered and shall
be
entered in the books of the Corporation as they are issued. Each certificate
shall state on the face thereof the holder’s name, the number and class of
shares, and the par value of such shares or a statement that such shares
are
without par value.
5.01 Share
Certificates. The shares of the Corporation may be represented by
physical certificates signed by the Chief Executive Officer, President or
a Vice
President or may be held in book entry or electronically, on the records
of the
transfer agent, without the issuance of physical stock
certificates. If certificates are issued, the corporate signatures
upon a certificate may be facsimiles if the certificate is countersigned
by a
transfer agent, or registered by a registrar, other than the Corporation
itself
or an employee of the Corporation. The certificates shall be
consecutively numbered and shall be entered in the books of the Corporation
as
they are issued. Each certificate shall state on the face thereof the
holder’s name, the number and class of shares, and the par value of such shares
or a statement that such shares are without par value.
(4) Amendment
of Section 5.04 - Registration of Transfers. Section 5.04 was
amended as follows:
Section
5.04 as
previously stated:
5.04 Registration
of Transfers. Shares of stock shall be transferable only on the books of the
Corporation by the holder thereof in person or by his duly authorized attorney.
Upon surrender to the corporation or the Transfer Agent of the Corporation
of a
certificate for shares duly endorsed or accompanied by proper evidence of
succession, assignment or authority to transfer, a new certificate shall
be
issued to the person entitled thereto and the old certificate canceled and
the
transaction recorded upon the books of the Corporation.
Section
5.04 as
amended:
5.04 Registration
of Transfers. Shares of stock shall be transferable only on the
books of the Corporation by the holder thereof in person or by his duly
authorized attorney. Upon surrender to the corporation or the
Transfer Agent of the Corporation of a certificate for shares duly endorsed
or
accompanied by proper evidence of succession, assignment or authority to
transfer, a new certificate shall be issued to the person entitled thereto
and
the old certificate canceled and the transaction recorded upon the books
of the
Corporation. The transfer agent is authorized by the Corporation to
record and maintain the Corporation’s common stock in book entry form or
electronically without the issuance of a physical stock
certificate. The transfer agent will provide for paperless direct
registration of securities and will allow electronic transfer of securities
between a participating transfer agent and a broker-dealer clearing through
the
Depository Trust Company (DTC).
The
Board of Directors of the Company also
voted to approve the amendment and restatement of the Bylaws to incorporate
all
of the above-described amendments and all other amendments approved by the
Board
since the approval of the Amended and Restated Bylaws of the Company dated
as of
December 16, 2004. The Amended and Restated Bylaws of the Company as
of December 6, 2007 are attached hereto as Exhibit 3(b) and incorporated
herein
by reference.
ITEM
9.01 FINANCIAL STATEMENTS AND EXHIBITS.
The
following exhibits are filed in accordance
with Item 601(b) of Regulation S-K:
Exhibit
Number Description
of Exhibit
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Exhibit
3(b)
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Amended
and
Restated Bylaws, effective as of December 6,
2007.
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SIGNATURE
Pursuant
to the
requirements of the Securities Exchange Act of 1934, as amended, the Registrant
has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
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Southside
Bancshares, Inc.
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Date: December
12, 2007
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By:
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/s/ Sam
Dawson
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Sam
Dawson
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President
and Secretary
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