COMMUNITY BANCORP.
Derby Road
Route 5
Derby, Vermont 05829
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON MAY 7, 19966, 1997
The Annual Meeting of Shareholders of Community Bancorp. will be held
at the Elks Club, Derby, Vermont, on Tuesday, May 7, 1996,6, 1997, at 5:30 p.m., for
the following purposes:
1. To elect 3three directors to serve until the 1999 Annual Meeting of
Shareholders;Shareholders in 2000;
2. To elect 1 director to serve until the 1998 Annual Meeting of
Shareholders;
3. To ratify the selection of the independent public accounting firm
of A.M. Peisch & Company as the Corporation's external auditor
for the fiscal year ending December 31, 1996;1997; and
4.3. To transact such other business as may properly be brought before
the meeting.
The close of business on March 12, 1996,11, 1997, has been fixed as the record
date for determining shareholders entitled to notice of, and to vote at, the
Annual Meeting.
By Order of the Board of Directors,
/s/ Rosemary M. Rowe
ROSEMARY M. ROWE
Secretary
Derby, Vermont
March 29, 199631, 1997
YOUR PROXY IS ENCLOSED. PLEASE FILL IN, DATE, SIGN AND RETURN YOUR
PROXY PROMPTLY IN THE ENCLOSED POSTAGE PAID ENVELOPE WHETHER OR NOT YOU PLAN
TO BE PRESENT AT THE MEETING. YOU MAY STILL VOTE IN PERSON IF YOU ATTEND
THE MEETING. IT IS IMPORTANT THAT YOU RETURN YOUR COMPLETED PROXY PROMPTLY.
COMMUNITY BANCORP.
Derby Road
Route 5
Derby, Vermont 05829
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
May 7, 19966, 1997
This proxy statement is furnished in connection with the solicitation
of proxies by or on behalf of the Board of Directors of Community Bancorp.
(the "Corporation") for use at the Annual Meeting of Shareholders to be held
on May 7, 1996,6, 1997, at 5:30 p.m. at the Elks Club in Derby, Vermont or at any
adjournment or adjournments thereof. The proxy statement and accompanying
proxy card are first being sent to shareholders on or about March 29, 1996.31, 1997.
Proxy cards duly executed and returned by a shareholder will be voted
as directed on the card. If no choice is specified, the proxy will be voted
FOR the election of the fourthree nominees set forth in the proxy and FOR
ratification of the selection of A.M. Peisch & Company as the Corporation's
external auditor for 1996.1997. If other matters are voted upon, persons named
in the proxy and acting thereunder will vote in accordance with the
recommendations of management pursuant to the discretionary authority
conferred in the proxy. Any proxy may be revoked by written notice to the
Secretary of the Corporation prior to the voting of the proxy.
Only holders of record of the Corporation's shares of common stock
outstanding as of the close of business on March 12, 1996,11, 1997, the record date
for the meeting, will be entitled to notice of and to vote at the meeting.
As of the record date, there were 1,344,5931,468,674 shares of the Corporation's
common stock issued and outstanding. Each share is entitled to one vote on
all matters presented to the shareholders for vote.
In accordance with Securities and Exchange Commission ("SEC") rules,
the proxy card permits stockholders to designate whether they wish to vote
"for", "against", or "abstain" on any proposal, or to withhold authority to
vote for one or more of the nominees for director.Director. Under Vermont law, in
order for action to be taken on a matter, a quorum must exist as to that
matter, which is defined for this purpose as a majority of the outstanding
shares entitled to vote on the matter. While abstentions are counted in
determining whether a quorum has been reached on a particular matter, broker
non-votes (as defined below) are not counted as they are not deemed to be
"entitledentitled to vote"vote on such matter. A broker non-vote will occur when a broker
who holds shares in street name for a customer does not have the authority
under applicable stock exchange or broker self-regulatory organization rules
to cast a vote on a particular matter because the matter is deemed non-discretionarynon-
discretionary and the broker's customer has not furnished voting
instructions. Abstentions and broker non-votes are tabulated as follows:
in matters requiring the affirmative vote of at least a majority of the
votes cast "for" and "against," abstentions and broker non-votes are not
counted and will not affect the outcome of the vote. In the election of
directors, which is by plurality of the votes cast, broker non-votes will
not affect the outcome of an uncontested election, but will have the effect
of aiding the challenger in a contested election.
All expenses of this solicitation will be paid by the Corporation.
This solicitation of proxies by mail may be followed by a solicitation
either in person, or by letter or telephone by officers of the Corporation
or by officers or employees of its wholly-owned subsidiary, Community
National Bank (sometimes referred to in this proxy statement as the "Bank").
The Corporation has requested banks, brokers and other similar agents or
fiduciaries to forward proxy materials to beneficial owners of stock and, if
requested, will reimburse them for the costs thereof.
PRINCIPAL SECURITYHOLDERS
The following table shows the amount of common stock beneficially
owned by all directors, nominees for director and executive officers of the
Corporation as a group.
Amount & Nature of Beneficial
Ownership of Common Stock
-----------------------------------------------------------------
Sole Voting & Shared Voting
& Investment & Investment Percent of
Investment Power Investment Power Class(1)
-----------------------------------------------------------------------------------------
All Directors, Nominees & Executive
Officers as a Group (12 in number)(2) 127,058 25,915 11.38%118,298 49,275 11.41%
- ---------------------------------------
Percentages assume the exercise of conversion rights held pursuant to
the Corporation's 9% Convertible Subordinated Debentures.
Shareholdings are as of March 12, 1996,11, 1997, except for shares held through
the Corporation's Retirement Savings Plan, which are as of December
31, 1995,1996, the date of the most recent Plan report.
Share information for the group includes 582203 shares that such
individuals have the right to acquire upon conversion of Community
Bancorp. 9% Convertible Subordinated Debentures held by them and
12,86915,961 shares held indirectly by three of the members of the group by
virtue of their investment in the Community Bancorp. stock fund under
the Corporation's Retirement Savings Plan.
In addition, as of March 12, 1996, 52,65311, 1997, 90,481 shares representing 3.92%6.16% of
the Corporation's issued and outstanding shares of common stock were held by
the trust department of Community National Bank. It is the Bank's practice
not to vote such shares unless instructions are received from the beneficial
owner.
The Corporation is not aware of any individual, group, corporation or
other entity owning beneficially more than 5% of the Corporation's
outstanding common stock. The Corporation has no other authorized class of
stock.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act of 1934 requires the
Corporation's officers and directors to file reports of ownership and
changes in ownership with the Securities and Exchange Commission (SEC) and
to furnish the Corporation with copies of all such reports. The Corporation
has reviewed the copies of the Section 16 reports filed by the directors and
officers, or written representations from them that no Forms 5 were required
to be filed for 1995.1996. Based solely on such review the Corporation believes
that, except as otherwise noted in the following sentence, all Section 16
filing requirements applicable to its officers and directors for 19951996 were
complied with in all material respects. ARTICLESDuring 1996 Vice President Alan
Wing inadvertently failed to file with the SEC on a timely basis a Form 4
report relating to the sale of 300 shares of the Company's common stock, due
to an administrative oversight by bank personnel causing the filing to be
made six days after it was due.
ARTICLE 1 AND 2
ELECTION OF DIRECTORS
The Articles of Association and the By-laws of the Corporation provide
for a Board of no fewer than nine and no more than twenty-five directors, to
be divided into three classes, as nearly equal in number as possible, each
class serving for a period of three years. The Board of Directors presently
consists of 9 members and the Board has voted to fix the number of directors
at 9 for the ensuing year. The directors in the class whose term will
expire at the 19961997 Annual Meeting of Shareholders are Thomas E. Adams, Jacques R.
CoutureAnne T. Moore, Elwood
Duckless and Richard C. White.Rosemary M. Lalime. All three have been nominated to stand for
re-
electionre-election as directors, to hold office until the 19992000 Annual Meeting of
Shareholders or until their successors are elected and qualify. Mr. Roy, whose
term expires at the 1998 Annual Meeting, has decided to retire from the Board
effective at the 1996 Annual Meeting. The directors have nominated Mr. Dale
Wells to fill the vacancy on the Board created by Mr. Roy's retirement. Mr.
Wells has served as a member of the Bank's St. Johnsbury Advisory Board since
its formation in June, 1995. If elected to the Corporation's Board, it is
expected that Mr. Wells will also be elected to serve on the Board of
Directors of the Bank.
Unless authority is withheld, proxies solicited hereby will be voted
in favor of the fourthree nominees listed in the table below. If for any reason
not now known by the Corporation, any of such nominees should not be able to
serve, proxies will be voted for a substitute nominee or nominees designated
by the Board of Directors, or to fix the number of directors at fewer than
nine, as the directors in their discretion may deem advisable.
The following table sets forth certain information concerning each of
the nominees and other incumbent directors:
Community Bancorp.
Director of Common Stock
Community Beneficially Owned
Principal Bancorp. and Percent of
Name and Age Employment Since(1) Class(2)Since (1) Class (2)
- ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
Nominees to serve (if elected) until 2000 Annual Meeting:
Anne T. Moore Principal Real Estate Broker, 1993 18,284(3) 1.24%
Age 53 Taylor Moore Agency, Inc.,
Derby, VT (insurance and real estate)
Elwood Duckless Past President, Newport Electric Co., 1987 47,588(4) 3.24%
Age 56 Newport, VT
Rosemary M. Lalime Principal Broker and Owner, 1985 23,452(5) 1.60%
Age 50 All Seasons Realty, Newport, VT
Incumbent Directors to serve until 1999 Annual Meeting:
Thomas E. Adams Owner, NPC Realty, Inc., 1986 10,350(3) .77%10,867(6) .74%
Age 4950 Holland, VT
Jacques R. Couture Dairy Farmer/Maple Producer, 1992 809(4) .061,206(7) .08%
Age 4546 Westfield, VT
Richard C. White President, Chief Executive Officer and 1983 25,603(5) 1.9027,555(8) 1.83%
Age 5051 and Director, Community Bancorp.
and Community National Bank,
Derby, VT
Nominee to serve (if elected) until 1998 Annual Meeting:
Dale Wells President, Dale Wells Building 1,069 .08
Age 50 Contractor, Inc.
Incumbent Directors to serve until 1998 Annual Meeting:
Francis P. Allard Retired, Canadian National Railway, 1993 3,424(6) .253,839(9) .26%
Age 69 Railway, Island Pond, VT
Marcel M. Locke Proprietor, Parkview Garage 1986 2,759(7) .213,093(10) .21%
Age 5758 Orleans, VT
Incumbent Directors to serve until 1997 Annual Meeting:
Anne T. Moore Principal Real Estate Broker, 1993 16,578(8) 1.23Dale Wells President, Dale Wells Building 1996 1,962 .13%
Age 52 Taylor Moore Agency,51 Contractor, Inc. Derby,St. Johnsbury, VT
(insurance and real estate)
Elwood Duckless Past President, Newport Electric Co. 1987 43,192(9) 3.21
Age 55 Newport, VT
Rosemary M. Lalime Principal Broker and Owner, 1985 20,665(10) 1.54
Age 49 All Seasons Realty,
Newport, VT
- ---------------------------------------
Each nominee (other than Mr. Wells) and incumbent director is also a director of Community
National Bank. The dates indicated in the table reflect only service
on the Board of Directors of the Corporation and not Community
National Bank.
Except as otherwise indicated in the footnotes to the table, the named
individuals possess sole voting and investment power over the shares
listed. Shareholdings are as of March 12, 1996,11, 1997, except for shares
held indirectly through participation in the Community Bancorp. stock
fund under the Corporation's Retirement Savings Plan, which are as of
December 31, 1995,1996, the date of the most recent Plan report.
Includes 4,3098,489 shares held by Mrs. Moore's husband.
Includes 375 shares held by Mrs. Duckless; and 7,773 shares held by
Mr. Duckless jointly with his wife. Mr. Duckless has voting and
investment power over the shares held by Mrs. Duckless and the shares
held jointly.
Includes 3,006 shares held by Mrs. Lalime's husband, and 1,263 shares
held by Mrs. Lalime jointly with her husband as to which voting and
investment power is shared.
Includes 4,524 shares held in an IRA for Mr. Adams' benefit.
Includes 262593 shares held by Mr. Couture jointly with his wife, as to
which voting and investment power is shared.
Includes 194 shares that Mr. White has the right to acquire upon
conversion of 9% Convertible Subordinated Debentures of the
Corporation held by him; 8,2799,691 shares indirectly owned by Mr. White by virtue of his
participation in the Community Bancorp. stock fund under the
Corporation's Retirement Savings Plan; 333582 shares held by Mr. White's
children; 194 shares Mr. White's children have the right to
acquire upon conversion of the Corporation's 9% Convertible
Subordinated Debentures held by them; 623908 shares held by Mr. White jointly with his wife; and
1,6521,853 shares held in an IRA for Mr. White's benefit. Mr. White has
shared voting and investment power over the shares held by his
children and the shares that he owns jointly with his wife.
Includes 2,9433,300 shares held by Mr. Allard jointly with his wife, as to
which voting and investment power is shared.
Includes 1,2221,369 shares held by Mr. Locke jointly with his wife, as to
which voting and investment power is shared.
Includes 7,697 shares held by Mrs. Moore's husband.
Includes 358 shares held by Mrs. Duckless, and 7,053 shares held by Mr.
Duckless jointly with his wife. Mr. Duckless has voting and investment
power over the shares held by Mrs. Duckless and the shares held
jointly.
Includes 2,430 shares held by Mrs. Lalime's husband, and 1,127 shares
held by Mrs. Lalime jointly with her husband as to which voting and
investment power is shared.
-------------------
Meeting Attendance
The Corporation's Board of Directors held four regular meetings and
onethree special meetingmeetings during 1995.1996. Each incumbent director attended at
least 75% of the aggregate of all such meetings except Anne Moore and George Roy.meetings. In addition, all of the
Corporation's directors serve on the Bank's Board of Directors, which meets
on a monthly basis and on various Board committees. Each of the directors
attended at least 75% of the scheduled Board and committee meetings, with the exception of Mr. Roy due to ill health.meetings.
The entire Boardboard of Directors of the Corporation, rather than a
committee of the Board, nominates candidates for election to the
Corporation's Board of Directors. The Board will consider recommendations
by shareholders for nomination as director. Recommendations should be sent,
in writing, to the President of the Corporation on or before January 1 next
preceding the Annual Meeting for which such nomination is sought.
The Corporation's Board of Directors does not have a standing
executive committee. Although the Board of Directors of the Corporation has
no standing audit or personnel committees, similar functions are performed
by the Bank's Board of Directors or its committees. The Bank's Board of
Directors and its audit committee (also known as its Risk Management
Committee) review the findings and recommendations of the Bank's independent
public accountants, as well as the Bank's internal audit procedures,
examinations by regulatory authorities and matters having a material effect
on the Bank's financial position. The present members of the Bank's audit
committee are Thomas Adams (Chairman), Jacques Couture, Elwood Duckless and
George Roy.Rosemary Lalime. During 19951996 the Bank's audit committee met four times.
The functions of the Bank's personnel committee (also known as its
Human Resources Committee) include reviewing and making recommendations to
the Board concerning the compensation of the Bank's officers and employees.
The present members of the Bank's personnel committee are Thomas Adams,
Jacques Couture, Rosemary Lalime, Anne Moore, Dale Wells and Richard White, as well as two
officers of the Bank who serve as non-voting members of the committee. Mr.
White does not vote on matters affecting his own compensation. The Bank's
personnel committee met eighttwo times during 1995.1996.
Transactions with Management
Some of the directors and executive officers of the Corporation, and
some of the corporations and firms with which these individuals are
associated, are customers of Community National Bank in the ordinary course
of business, or have loans outstanding from the Bank, and it is anticipated
that they will continue to be customers of and indebted to the Bank in the
future. All such loans were made in the ordinary course of business, do not
involve more than normal risk of collectibility or present other unfavorable
features, and were made on substantially the same terms, including interest
rates and collateral, as those prevailing at the same time for comparable
Bank transactions with unaffiliated persons, although directors were
generally allowed the lowest interest rate given to others on comparable
loans.
Directors' Fees
Directors of the Corporation who are not salaried employees of the
Bank receive an annual retainer of $2,750$3,000 for serving on the Board and a fee
of $250 per Board meeting. Each director of the Corporation also serves as
a director of the Bank. Bank directors who are not salaried employees of
the Bank receive an annual retainer of $2,750,$3,000, a fee of $250 per Board
meeting and a fee of $250 per committee meeting. This fee structure is
intended to compensate the Bank's directors for attendance at Board meetings
as well as for the time spent by them in activities directly related to
their service on the Board for which they receive no additional
compensation, including but not limited to attendance at the annual
directors' retreat and attendance at educational seminars or programs on
pertinent banking topics. In addition to the fees for meetings of the
Bank's Board of Directors and its committees, each Bank director attends at
least six meetings per year of the Bank's local advisory boards and receives
a fee of $250 per meeting, except for Mr. White, who does not receive any
fees for such attendance.
From time to time directors perform evaluations of loan collateral for
the Bank and are reimbursed for such services at the rate of $25 per hour.
Vote Required
Election of a nominee for director will require a plurality of the
votes cast in the election.
The Board of Directors recommends a vote FOR Articles 1 and 2.Article 1.
EXECUTIVE COMPENSATION
The officers of the Corporation did not receive any compensation for
services rendered to the Corporation in 1995,1996, but did receive compensation
for services rendered in their capacities as officers of the Bank.
The following table sets forth the compensation paid to the President
and Chief Executive Officer for services rendered to the Corporation and its
subsidiaries, in all capacities during 19951996 and in each of the preceding two
years.
SUMMARY COMPENSATION TABLE
Annual Compensation
All Other
Name and Principal All Other
Position Year Salary(1) Bonus(2) Compensation(3)
- --------------------------------------------------------------------------------------------------------------------------------------------------------
Richard C. White, 1995 $102,100 $13,0921996 $109,000 $23,868
President, CEO & Director 1995 $102,100 $13,635 $13,092
1994 $ 98,500 $13,182 14,407
1993 93,359 31,119 15,53413,182 $14,407
- ---------------------------------------
Includes deferrals by Mr. White pursuant to the Corporation's
Retirement Savings (401(k)) Plan, as follows: 1996, $6,132; 1995,
$5,764; and 1994, $6,481 and
1993, $5,684.$6,481.
All bonuses were paid pursuant to the Corporation's Officer Incentive
Plan described below. Bonuses for executive officers for 19951996 will be
calculated and paid in second quarter of 1996.1997.
Includes the following: (i) annual retainers paid to Mr. White for his
service on the Boards of Directors of the Corporation and the Bank
during 1993 in the aggregate amount of $3,000; (ii) discretionary contributions made by the
Corporation for Mr. White's account under the Corporation's Retirement
Savings Plan, described below, as follows: 1996, $20,802; 1995,
$10,210; and 1994, $11,167$11,167; and 1993, 9,692; and (iii)(ii) matching employer contributions
made under the Retirement Savings Plan for Mr. White's account, as
follows: 1996, $3,066; 1995, $2,882; and 1994, $3,240 and
1993, $2,842.$3,240.
Except for the use of vehicles owned by the Bank by certain officers,
no director or executive officer received any special personal benefits
during 1995.1996. In policy and practice, the Bank does not provide special
personal benefits to directors or officers.
Retirement Savings Plan
Employees who are age 21 or over and who have completed at least one
year of service (as defined in the plan) are eligible to participate in the
Community Bancorp. and Designated Subsidiaries' Retirement Savings Plan (the
"Plan"). The Plan contains features of a so-called 401(k) plan which permit
participants to make voluntary compensation deferrals on a tax-deferred
basis of up to 15% of their pre-tax compensation. For 19961997 the Plan limits
the maximum annual deferral to $9,500 per participant. This maximum is
adjusted annually for inflation by the Internal Revenue Service. The
Corporation will make a discretionary matching contribution to the account
of participants equal to a percentage of the amount deferred. The matching
contribution percentage is established from time to time by the Corporation
in its sole discretion. The matching contribution percentage for 19961997 has
been set at 50% of the amount deferred for deferrals of up to 5% of
compensation. Deferrals in excess of 5% of compensation were not matched by
the Corporation.
In addition to voluntary compensation deferrals and matching employer
contributions, the Corporation may make a discretionary profit sharing
contribution each year. All employees who meet the eligibility requirements
of the Plan receive this contribution, regardless of whether they have made
any compensation deferrals. The contribution is allocated to participants
based on their total compensation plus the excess of their compensation over
the Social Security taxable wage base.
Participants are at all times fully vested in any rollover
contributions from other plans and in their own compensation deferrals.
Vesting in any discretionary employer contribution and in any matching
employer contribution begins after three years of service, with full vesting
upon seven years of service. Participants may direct the investment of
their Plan account among four funds maintained by the Plan trustee,
including a Community Bancorp. stock fund. Generally distribution of Plan
accounts is deferred until the participant's death, disability, retirement
or other termination of employment, except in cases of financial hardship
(as defined in the Plan). Benefits are subject to income tax upon
distribution and certain early withdrawals may be subject to an additional
10% penalty tax. Distribution of Plan benefits may be in the form of an
annuity, a lump sum in cash, or in certain circumstances, common stock of
the Company.
Officer Incentive Plan
The Bank maintains an Officer Incentive Plan (the "Plan") for its
executive officers and other officers.vice presidents. Each executive officer or vice
president having at least one year of service is eligible to participate in
the Plan. Under the Plan, two separate incentive pools are established, one
for the four executive officers and another for all other officers.vice presidents. The
incentive bonus pool for executive officers is determined by the Bank's
annual rating issued by IDC Financial Publishing, Inc., an industry-wide
recognized ranking service, and a weighted average return on equity over the
preceding four year period. The bonus pool under the Plan is determined
according to the following schedule:
IDC Rating Percent of After-Tax Earnings
- --------------------------------------------------------------------------------------------------------------------------
Below Average 0
Average 1.00%
Excellent 2.75%
Superior 4.50%
Top 3 in State and Superior 6.00%
Average Return on Equity(1) Percent of After-Tax Earnings
- --------------------------------------------------------------------------------------------------------------------------
8.75less than 9.06% 0
9.06 to 11.00% 0
11.0110.55% 1.25%
10.56 to 12.50% 1.25%
12.5112.05% 2.75%
12.06 to 14.00% 2.75%
14.0113.55% 3.75%
13.56 to 15.50% 3.75%
15.5115.05% 4.75%
15.06 to 17.00% 4.75%
17.01 to 18.50%16.55% 5.75%
18.51%16.56% and over 6.50%
(Average return on equity is based on five year average return on equity for
other Vermont banks as listed in the IDC Report.)
- ---------------------------------------
For calculation of 19951996 bonuses, weighted average return on equity
gives 40% weight to 1995,1996, 30% to 1994,1995, 20% to 19931994 and 10% to 1992.1993.
The results determined under the formulas in the above two tables are
averaged to determine the amount of the incentive pool for the Bank's
executive officers. The pool is divided into units and these units are
distributed to the four executive officers. The return on equity targets,
the applicable percentages of after-tax earnings and the allocation of the
incentive units among the executive officers are determined by the Personnel
Committee of the Bank's Board of Directors, subject to the approval of the
full Board.
Because the amount of the incentive pool for executive officers
depends in part on the Bank's annual rating by IDC Financial Publishing,
Inc., which is not issued until the second quarter of the following year,
19951996 bonus information for such officers was not yet available as of the
date of preparation of this proxy statement.
The incentive pools for other officersVice Presidents are determined by the
following schedule:
After-Tax Return
on Average Assets Percent of Salary
- ---------------------------------------------------------------------------------
less than 1.00% 0
1.00% to 1.49% 8% of salary
1.50% and over 10% of salary
Distributions under the Plan to officersVice Presidents (other than executive
officers) are ordinarily payable in January for services rendered during the
preceding fiscal year.
Although the Board of Directors of the Bank presently intends to
maintain an officer incentive plan, it may revise or replace the Plan at any
time with a new one. As a matter of policy, the Board views incentive
compensation as an important component of officer compensation since it
appropriately links the Bank's performance with the compensation of those
employees in the best position to contribute significantly to the Bank's
profitability.
ARTICLE 32
RATIFICATION OF APPOINTMENT OF INDEPENDENT PUBLIC ACCOUNTANTS
The Board of Directors has appointed the firm of A.M. Peisch & Company
to continue as independent public accountants for the Corporation for the
fiscal year ending December 31, 1996,1997, subject to ratification of the
appointment by the Corporation's shareholders. A.M. Peisch & Company were
first appointed as independent public accountants of the Corporation for the
1985 fiscal year. Unless otherwise indicated, properly executed proxies
will be voted in favor of ratifying the appointment of A.M. Peisch & Company
as the Corporation's independent certified public accountants for the fiscal
year ending December 31, 1996.1997. No determination has been made as to what
action the Board of Directors will take if the shareholders do not ratify
the appointment.
A representative of A.M. Peisch & Company will be present at the
Annual Meeting. He will be given an opportunity to make a statement if he
desires to do so and will be available to respond to appropriate questions.
Vote Required
Ratification of the selection of the Corporation's independent
accountants for the ensuing year will require the affirmative vote of a
majority of the votes cast "for" and "against."
The Board of Directors recommends a vote FOR Article 3.2.
ANNUAL REPORT
The Corporation's Annual Report to Shareholders for the fiscal year
ended December 31, 1995,1996, including consolidated financial statements and the
report of A.M. Peisch & Company thereon, accompanies this proxy statement.
SHAREHOLDER PROPOSALS
In order to be included in the proxy material for the 19971998 Annual
Meeting, shareholder proposals must be submitted in writing to the Secretary
of the Corporation not later than December 10, 1996,1, 1997, and must comply in all
respects with applicable rules and regulations of the Securities and
Exchange Commission relating to such inclusion. Any such proposal will be
omitted from or included in the proxy material at the discretion of the
Board of Directors of the Corporation, in accordance with such rules and
regulations.
OTHER MATTERS
As of the date of this proxy statement, the Board of Directors knows
of no business that may come before the meeting except as set forth above.
If any other matters should properly come before the meeting, it is expected
that proxies will be voted on such matters in accordance with the
recommendations of management.
PROXY COMMUNITY BANCORP.
Proxy for Annual Meeting of Shareholders
May 7, 19966, 1997
The undersigned hereby appoints Robert W. Darby, Michael H. Dunn and
Roger D. Whitcomb, or any one or more of them, attorney with full power of
substitution in each, to vote the common stock of Community Bancorp. that
the undersigned is (are) entitled to vote at the Annual Meeting of
Shareholders to be held at the Elks Club, Derby, Vermont, on Tuesday, May
7, 19966, 1997 at 5:30 p.m. and at any adjournment thereof.
1. ELECTION OF THREE DIRECTORS (Class expiring in 1999)2000)
[ ] FOR ALL NOMINEES LISTED BELOW [ ] WITHHOLD AUTHORITY to vote for
BELOW (except as marked to the contrary all nominees listed below
the contrary)
To serve until the 1999 Annual Meeting: THOMAS E. ADAMS, JACQUES R. COUTUREMeeting in 2000: ANNE T. MOORE, ELWOOD DUCKLESS
and RICHARD C. WHITE.ROSEMARY M. LALIME.
(INSTRUCTION: To withhold authority to vote for any individual nominee,
strike a line through the nominee's name in the list above.)
2. ELECTION OF ONE DIRECTOR (Class expiring in 1998)
[ ] FOR NOMINEE LISTED BELOW [ ] WITHHOLD AUTHORITY to vote for the
nominee listed below
To serve until the 1998 Annual Meeting: DALE WELLS
3. To ratify the selection of the independent public accounting firm of
A.M. Peisch & Company as the Corporation's external auditors for the
fiscal year ending December 31, 1996.1997.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
4.3. In their discretion, to act upon such other business as may properly
come before the meeting or any adjournment thereof. If any such business
is presented, it is the intention of the proxies to vote the shares
represented hereby in accordance with the recommendations of management.
This Proxy, when properly executed, will be voted in the manner
directed herein by the undersigned shareholders. If no direction is made,
this Proxy will be voted FOR Items 1 2 and 3.2.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS AND MAY BE
REVOKED AT ANY TIME BEFORE IT IS EXERCISED.
Dated: ___________________________ ,1996
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Signature(s) of Shareholder(s)
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Signature(s) of Shareholder(s)
Please sign exactly as name is
printed on this proxy. When signing
as attorney, executor, administrator,
trustee, guardian, or in any other
representative capacity, please so
indicate. All joint owners must sign.
NOT A PROXY COMMUNITY BANCORP.
ANNUAL MEETING OF SHAREHOLDERS
May 7, 19966, 1997
DINNER RESERVATION
Immediately following the Annual Meeting to be held at the Elks Club
in Derby, Vermont, on Tuesday, May 7, 1996,6, 1997, at 5:30 p.m., a dinner will be
served for all registered shareholders. Please indicate below whether you
plan to attend the dinner.
I/We _____ will _____ will not attend the dinner. If stock is held
jointly, indicate the number attending the dinner.
_____ One _____Two
If you are voting by proxy, please complete and return this card,
along with your fully-executed proxy card, in the enclosed postage paid
envelope. You should also complete and return this dinner reservation card
in the enclosed postage paid envelope even if you plan to vote your shares
in person rather than by proxy.
Dated: ___________________________, 1996
----------------------------------------, 1997
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Signature
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Signature