Exhibit 3.3
CERTIFICATE OF INCORPORATION
OF
FIRST MORRIS BANK
This is to certify that we, the undersigned, do hereby make and subscribe this certificate of incorporation, and do associate ourselves into a bank pursuant to “The Banking Act 1948,” being Chapter 67 of the Laws of 1948, as amended, and each of us does severally agree to take and to pay for the number of shares of the capital stock of the bank as hereinafter set forth after our respective names, together with our proportionate share of the surplus and reserve fund for organization expense and reserve for contingencies herein provided.
FIRST. The name by which the bank shall be known is First Morris Bank.
SECOND. The principal office of the bank is to be located at northeast corner Kahn Road and Madison Avenue in the Township of Morris, Morris County, New Jersey.
THIRD. The bank shall have power to transact the business of banking in all its branches and, to that end, shall have and may exercise all those powers authorized to be exercised by banks under the provisions of “The Banking Act of 1948” as presently enacted, and as from time to time amended, and all those powers which are presently, or in the future may be authorized by law to be exercised by banks, but this bank shall not have power to exercise any fiduciary power which may by law be exercised only by banks which are qualified to act as fiduciaries.
FOURTH. The amount of the capital stock of the bank is $500,000 divided into 50,000 shares of the par value of $10.00 each.
FIFTH. The amount of surplus with which the bank will commence business is $350,000.
SIXTH. The amount of the fund reserved for organization expense is $35,000, and the amount of the reserve for contingencies is $115,000.
SEVENTH. The names and residences of the incorporators, and the number of shares subscribed for by each, are as follows:
Name | Residence | No. of Shares | ||
Mr. Robert B. Clark | 8 Highview Terrace Madison, New Jersey | 1,000 | ||
Mr. Robert R. Deskovick | Gaston Road Morristown, New Jersey | 5,000 | ||
Mr. Seymour Epstein | 278 Woodland Road Madison, New Jersey | 1,000 | ||
Mr. William Fritze | 24 Woodcrest Road Whippany, New Jersey | 1,500 | ||
Mr. Robert L. Klein | 9 Woodlawn Drive Morristown, New Jersey | 1,000 | ||
Mr. Robert E. Mulcahy III | 7 Deerfield Road Mendham, New Jersey | 1,500 | ||
Mr. Sidney Schlosser | Normandy Boulevard, W. Morristown, New Jersey | 1,000 | ||
Mr. Stirling Tomkins, Jr. | R.F.D. Mendham, New Jersey | 5,000 | ||
Mr. R. Patterson Warlick | Route 24 Mendham, New Jersey | 1,250 | ||
Mr. Stephen B. Wiley | Canfield Road Convent Station, New Jersey | 3,500 | ||
Mr. Julius Druetzler | 7 Greenwood Road Morris Plains, New Jersey | 500 | ||
Mr. Joseph Salinari | 34 Handzel Road Whippany, New Jersey | 500 | ||
Mr. Marvin V. Roth | 21 Reynolds Avenue Whippany, New Jersey | 500 | ||
Mr. Donald G. Livingston | 28 Harwich Road Morristown, New Jersey | 500 | ||
Mr. Carl Kolodin | 28 Crestwood Drive Maplewood, New Jersey | 1,250 |
Mr. Gerald Goldman | 98 Bailey Avenue Hillside, New Jersey | 1,250 | ||
Mr. William H. Campbell III | 334 Woodland Road Madison, New Jersey | 500 | ||
Dr. Carmen Galdieri | Cromwell Drive Convent Station, New Jersey | 500 | ||
Mr. Leonard Krugman | 22 Washington Avenue Morristown, New Jersey | 500 | ||
Mr. Salek E. Beim | Symor Drive Morris Township, New Jersey | 500 | ||
Mr. Herbert M. Mandell | 1353 Hewlett Lane Hewlett Harbor, L.I., New York | 3,750 | ||
Mr. Robert B. Meyner | 372 Lincoln Street Phillipsburg, New Jersey | 1,500 | ||
Mr. Alfred Luciano | Center Grove Road Mt. Freedom, New Jersey | 500 | ||
Mr. John R. Prideaux, Jr. | Zeek Road Morris Plains, New Jersey | 500 | ||
Mr. Henry J. Brock | Corey Lane Mendham, New Jersey | 1,000 | ||
Mr. Robert L. Herman | Gaston Road Morris Township, New Jersey | 500 | ||
Mr. Anthony De Venezia | 78 Spring Brook Road Morris Township, New Jersey | 500 | ||
Mr. Arthur McGreevy | Littleton Road Morris Plains, New Jersey | 500 | ||
Mr. George J. Mintz | 33 Rolling Hill Drive Morristown, New Jersey | 500 | ||
Mr. Nelson S. Butera | 21 Mt. Kemble Avenue Morristown, New Jersey | 500 | ||
Mr. Harry Domb | 1 Braidburn Way Convent Station, New Jersey | 500 |
Mr. Lex H. Depp | 20 Grove Avenue Morris Plains, New Jersey | 500 | ||
Mr. Edgar P. Eaton, Jr. | 44 Hill Street Morristown, New Jersey | 1,000 | ||
Mr. Harry W. Michas | 2 Beech Terrace Whippany, New Jersey | 1,000 | ||
Mr. Andrew L. Cobb, III | Spring Valley Road Morristown, New Jersey | 1,000 | ||
Mr. Horace R. Zimmerman | Turtle Road Morris Township, New Jersey | 1,000 | ||
Mr. Glenn A. Hastings | 31 Chimney Ridge Drive Convent Station, New Jersey | 500 | ||
Mr. Charles M. Egan, Jr. | 15 Armstrong Road Morristown, New Jersey | 500 | ||
Mr. Louis Winer | 225 Pitney Place Convent Station, New Jersey | 500 | ||
Mr. Francis Delmonico | Woodlawn Drive Morristown, New Jersey | 500 | ||
Mr. Melvin J. Wyckoff, Jr. | 33 Janeway Place Morris Plains, New Jersey | 500 | ||
Mr. Ralph Porzio | 123 Glover Street Boonton, New Jersey | 500 | ||
Mr. Irving Schwartz | 910 Fifth Avenue New York, New York | 1,000 | ||
Mr. Henry C. Lam | 18 Condict Place Morristown, New Jersey | 500 | ||
Mr. Henry M. Hoyt | 44 Colles Avenue Morristown, New Jersey | 500 | ||
Mr. Aaron Dines | 4 Log Road Morristown, New Jersey | 1,000 | ||
Mr. Elmer H. Schmieder | 4 Leo Place Whippany, New Jersey | 500 |
Mr. Richard A. Herzberg | Roxiticus Road R.F.D. Far Hills, New Jersey | 500 | ||
TOTAL: | 50,000 |
EIGHTH. The number of directors of the bank shall be not less than 5 and not more than 25, as shall from time to time be fixed by the by-laws.
NINTH. The persons who will serve as directors until the first annual meeting of stockholders are:
Mr. Robert B. Clark
Mr. Robert R. Deskovick
Mr. Seymour Epstein
Mr. William Fritze
Mr. Robert L. Klein
Mr. Robert E. Mulcahy III
Mr. Sidney Schlosser
Mr. Stirling Tomkins, Jr.
Mr. Stephen B. Wiley,
Mr. R. Patterson Warlick
TENTH. The board of directors of the bank shall have power to make, alter and repeal by-laws, subject to alteration or repeal by the stockholders at any meeting. The power conferred by this paragraph Tenth shall be subject to such limitations as may from time to time be imposed by law.
ELEVENTH. The board of directors may, between annual meetings, increase the number of directors by not more than two, and may appoint persons to fill the vacancies so created, subject to the limitation, however, that there shall not at any time be more directors than authorized by Section 101 of The Banking Act of 1948.
TWELFTH. The board of directors shall have power to pay dividends from time to time in whole or in part in stock, without approval or ratification of the stockholders, in the manner provided by and subject to the limitations contained in Section 52 of The Banking Act of 1948, as amended, or as may be further amended.
THIRTEENTH. The board of directors shall have power to appoint an executive committee, from time to time, from among its members, in accordance with the statute in such case made and provided. Such committee shall have and may exercise such powers as are authorized by law, subject to the time and provisions of the by-laws of this bank.
FOURTEENTH. The bank shall have perpetual existence, subject to liquidation and dissolution as provided by law.
IN WITNESS WHEREOF, we have hereunto set our hands and seals the seventh day of December, 1967.
/s/ Robert B. Clark | /s/ William Fritze | |||
Robert B. Clark | William Fritze | |||
/s/ Robert R. Deskovick | /s/ Robert L. Klein | |||
Robert R. Deskovick | Robert L. Klein | |||
/s/ Seymour Epstein | /s/ Robert E. Mulcahy III | |||
Seymour Epstein | Robert E. Mulcahy III | |||
/s/ Joseph Salinari | /s/ Melvin J. Wyckoff, Jr. | |||
Joseph Salinari | Melvin J. Wyckoff, Jr. | |||
/s/ Sidney Schlosser | /s/ Anthony De Venezia | |||
Sidney Schlosser | Anthony De Venezia | |||
/s/ Stirling Tomkins, Jr. | /s/ George J. Mintz | |||
Stirling Tomkins, Jr. | George J. Mintz | |||
/s/ R. Patterson Warlick | /s/ Arthur McGreevey | |||
R. Patterson Warlick | Arthur McGreevey | |||
/s/ Stephen B. Wiley | /s/ Nelson S. Butera | |||
Stephen B. Wiley | Nelson S. Butera | |||
/s/ Julius Druetzler | /s/ Harry Domb | |||
Julius Druetzler | Harry Domb | |||
/s/ Marvin V. Roth | /s/ Lex H. Depp | |||
Marvin V. Roth | Lex H. Depp | |||
/s/ Donald G. Livingston | /s/ Edgar P. Eaton, Jr, | |||
Donald G. Livingston | Edgar P. Eaton, Jr. | |||
/s/ Carl Kolodin | /s/ Harry W. Michas | |||
Carl Kolodin | Harry W. Michas | |||
/s/ Gerald Goldman | /s/ Andrew L. Cobb, III | |||
Gerald Goldman | Andrew L. Cobb, III | |||
/s/ William H. Campbell, III | /s/ Horace R. Zimmerman | |||
William H. Campbell, III | Horace R. Zimmerman |
/s/ Carmen D. Galdieri | /s/ Glenn A. Hastings | |||
Carmen D. Galdieri | Glenn A. Hastings | |||
/s/ Leonard Krugman | /s/ Charles M. Egan, Jr. | |||
Leonard Krugman | Charles M. Egan, Jr. | |||
/s/ Salek E. Beim | /s/ Louis Winer | |||
Salek E. Beim | Louis Winer | |||
/s/ Herbert M. Mandell | /s/ Francis Delmonico | |||
Herbert M. Mandell | Francis Delmonico | |||
/s/ Robert B. Meyner | /s/ Ralph Porzio | |||
Robert B. Meyner | Ralph Porzio | |||
/s/ Alfred Luciano | /s/ Irving Schwartz | |||
Alfred Luciano | Irving Schwartz | |||
/s/ John R. Prideaux, Jr. | /s/ Henry C. Lam | |||
John R. Prideaux, Jr. | Henry C. Lam | |||
/s/ Henry J. Brock | /s/ Henry M. Hoyt | |||
Henry J. Brock | Henry M. Hoyt | |||
/s/ Robert L. Herman | /s/ Aaron Dines | |||
Robert L. Herman | Aaron Dines | |||
/s/ Elmer H. Schmieder | /s/ Richard A. Herzberg | |||
Elmer H. Schmieder | Richard A. Herzberg |
STATE OF NEW JERSEY | ) | |||
) | ss.: | |||
COUNTY OF MORRIS | ) |
BE IT REMEMBERED, that on this 14th of December, 1967, before me, the subscriber, an attorney at law, personally appeared ROBERT L. KLEIN, WILLIAM FRITZE, SEYMOUR EPSTEIN, STIRLING TOMKINS, JR., R. PATTERSON WARLICK, STEPHEN B. WILEY, ROBERT E. MULCAHY, III, and SIDNEY SCHLOSSER
who, I am satisfied, (are) the person(s) named in and who executed the foregoing certificate, and I having made known to them the contents thereof, they did acknowledge that they signed, sealed and delivered the same as their voluntary act and deed, for the purposes and uses therein expressed.
/s/ Donald M. Malehorn |
Donald M. Malehorn |
An Attorney-at-Law of New Jersey |
STATE OF NEW JERSEY | ) | |||
) | ss.: | |||
COUNTY OF MORRIS | ) |
BE IT REMEMBERED, that on this 15th of December, 1967, before me, the subscriber, an attorney at law, personally appeared ROBERT B. MEYNER, HARRY W. MICHAS, ARTHUR McGREEVY, RICHARD A. HERZBERG, HENRY M. HOYT, ROBERT R. DESKOVICK,
who, I am satisfied, (are) the person(s) named in and who executed the foregoing certificate, and I having made known to the contents thereof, they did acknowledge that they signed, sealed and, delivered the same as their voluntary act and deed for the purposes and uses therein expressed.
/s/ Donald M. Malehorn |
Donald M. Malehorn |
An Attorney-at-Law of New Jersey |
STATE OF NEW JERSEY | ) | |||
) | ss.: | |||
COUNTY OF MORRIS | ) |
BE IT REMEMBERED, that on this 15th of December, 1967, before me, the subscriber, a notary public, personally appeared
HORACE R. ZIMMERMAN
who, I am satisfied, is the person named in and who executed the foregoing certificate, and I having made known to him the contents thereof, he did acknowledge that he signed, sealed and delivered the same as his voluntary act and deed, for the purposes and uses therein expressed.
/s/ Palma C. Antonaccio |
Palma C. Antonaccio |
A Notary Public of New Jersey |
My commission expires Nov. 1, 1971 |
STATE OF NEW JERSEY | ) | |||
) | ss.: | |||
COUNTY OF MORRIS | ) |
BE IT REMEMBERED, that on this 20th of December, 1967, before me, the subscriber a notary public, personally appeared GEORGE J. MINTZ, MELVIN J. WYCKOFF, JR., CHARLES M. EGAN, JR., CARL KOLODIN, GERALD GOLDMAN, JOSEPH SALINARI, FRANCIS DELMONICO, SALEK E. BEIM
who, I am satisfied, (are) the person(s) named in and who executed the foregoing certificate, and I having made known to them the contents thereof, they did acknowledge that they signed, sealed and delivered the same as their voluntary act and deed, for the purposes and uses therein expressed.
/s/ Palma C. Antonaccio |
Palma C. Antonaccio |
A Notary Public of New Jersey |
My commission expires Nov. 1, 1971 |
STATE OF NEW JERSEY | ) | |||
) | ss.: | |||
COUNTY OF MORRIS | ) |
BE IT REMEMBERED, that on this 18th of December, 1967, before me, the subscriber, attorney-at-law, personally appeared
MARVIN V. ROTH, LOUIS WINER
who, I am satisfied, (are) the person(s) named in and who executed the foregoing certificate, and I having made known to them the contents thereof, they did acknowledge that they signed, sealed and delivered the same as their voluntary act and deed, for the purposes and uses therein expressed.
/s/ Donald M. Malehorn |
Donald M. Malehorn |
An Attorney-at-Law of New Jersey |
STATE OF NEW JERSEY | ) | |||
) | ss.: | |||
COUNTY OF MORRIS | ) |
BE IT REMEMBERED, that on this 18th of December, 1967, before me, the subscriber, a notary public, personally appeared ALFRED LUCIANO, JOHN R. PRIDEAUX, JR., HENRY J. BROCK, ANTHONY DE VENEZIA, LEONARD KRUGMAN, ROBERT B. CLARK, ROBERT L. HERMAN, HARRY DOMB
who, I am satisfied, (are) the person(s) named in and who executed the foregoing certificate, and I having made known to them the contents thereof, they did acknowledge that they signed, sealed and delivered the same as their voluntary act and deed, for the purposes and uses therein expressed.
/s/ Palma C. Antonaccio |
Palma C. Antonaccio |
A Notary Public of New Jersey |
My commission expires Nov. 1, 1971 |
STATE OF NEW JERSEY | ) | |||
) | ss.: | |||
COUNTY OF MORRIS | ) |
BE IT REMEMBERED, that on this 19th of December, 1967, before me, the subscriber, an attorney-at-law, personally appeared
CARMEN D. GALDIERI
who, I am satisfied, (is) the person named in and who executed the foregoing certificate, and I having made known to him the contents thereof, he did acknowledge that he signed, sealed and delivered the same as his voluntary act and deed, for the purposes and uses therein expressed.
/s/ Donald M. Malehorn |
Donald M. Malehorn |
An Attorney-at-Law of New Jersey |
STATE OF NEW JERSEY | ) | |||
) | ss.: | |||
COUNTY OF MORRIS | ) |
BE IT REMEMBERED that on this 20th of December, 1967, before me, the subscriber, an Attorney-at-Law, personally appeared ELMER H. SCHMIEDER, DONALD G. LIVINGSTON, EDGAR P. EATON, JR., ANDREW L. COBB, III,
who, I am satisfied, (are) the person(s) named in and who executed the foregoing certificate, and I having made known to them the contents thereof, they did acknowledge that they signed, sealed and delivered the same as their voluntary act and deed, for the purposes and uses therein expressed.
/s/ Donald M. Malehorn |
Donald M. Malehorn |
An Attorney-at-Law of New Jersey |
STATE OF NEW YORK | ) | |||
) | ss.: | |||
COUNTY OF NEW YORK | ) |
BE IT REMEMBERED, that on this 21st of December, 1967, before me, the subscriber, a notary public, personally appeared
Irving L. Schwartz
who, I am satisfied, (is) the person named in and who executed the foregoing certificate, and I having made known to him the contents thereof, he did acknowledge that he signed, sealed and delivered the same as his voluntary act and deed, for the purposes and uses therein expressed.
/s/ Berdie Pisetsky |
BERDIE PISETSKY |
Notary Public, State of New York |
Commission Expires March 30, 1968 |
STATE OF NEW YORK | ) | |||
) | ss.: | |||
COUNTY OF NEW YORK | ) |
BE IT REMEMBERED, that on this 21st of December, 1967, before me, the subscriber, a notary public, personally appeared
Herbert M. Mandell
who, I am satisfied, (is) the person named in and who executed the foregoing certificate, and I having made known to him the contents thereof, he did acknowledge that he signed, sealed and delivered the same as his voluntary act and deed, for the purposes and uses therein expressed.
/s/ Berdie Pisetsky |
BERDIE PISETSKY |
Notary Public, State of New York |
Commission Expires March 30, 1968 |
STATE OF NEW JERSEY | ) | |||
) | ss.: | |||
COUNTY OF MORRIS | ) |
BE IT REMEMBERED, that on this 19th of December, 1967, before me, the subscriber, a notary public, personally appeared NELSON S. BUTERA, JULIUS DRUETZLER, GLENN A. HASTINGS, LEX H. DEPP, HENRY C. LAM, RALPH PORZIO, WILLIAM H. CAMPBELL, III, AARON DINES,
who, I am satisfied, (are) the person(s) named in and who executed the foregoing certificate, and I having made known to them the contents thereof, they did acknowledge that they signed, sealed and delivered the same as their voluntary act and deed, for the purposes and uses therein expressed.
/s/ Palma C. Antonaccio |
Palma C. Antonaccio |
A Notary Public of New Jersey |
My commission expires Nov. 1, 1971 |
STATE OF NEW JERSEY | ) | |||
) | ss.: | |||
COUNTY OF ________ | ) |
BE IT REMEMBERED, that on this ____ of ________, 1967, before me, the subscriber a ____________, personally appeared the subscriber, _______________, personally appeared ______________________________________________________________,
who, I am satisfied, (is) (are) the person(s) named in and who executed the foregoing certificate, and I having made known to _____ the contents thereof, ____ did acknowledge that signed, sealed and delivered the same as _____ voluntary act and deed, for the purposes and uses therein expressed.
[LOGO]
STATE OF NEW JERSEY
DEPARTMENT OF BANKING AND INSURANCE
TRENTON 08625
HORACE J. BRYANT, JR.
COMMISSIONER
April 14, 1969
I hereby approve the form of the foregoing certificate of incorporation of FIRST MORRIS BANK, of the Township of Morris, County of Morris, and State of New Jersey, and it appearing to me that the establishment of such bank will be of public service, I hereby annex thereto my approval thereof, pursuant to subsection A of section 12 of The Banking Act of 1948, as amended, and cause it to be filed in the Department.
(SEAL)
/s/ Horace J. Bryant Jr. |
Commissioner of Banking and Insurance of New Jersey |
STATE OF NEW JERSEY
[LOGO]
DEPARTMENTOF BANKINGAND INSURANCE
WHEREAS, approval has heretofore been given to the application of the FIRST MORRIS BANK for a charter to establish a bank to be located at the northeast corner of Kahn Road and Madison Avenue, in the Township of Morris, County of Morris, and State of New Jersey; and
WHEREAS, the Certificate of Incorporation has heretofore been filed in the Department of Banking and Insurance, together with Certificate of said approval endorsed thereon; and
WHEREAS, it has been satisfactorily proven by the affidavit of two of its officers, and verified by affidavit to a representative of this Department, that said bank has complied with the requirements of section 14A of Chapter 67, P. L. 1948 (The Banking Act of 1948); and
WHEREAS, the Federal Deposit Insurance Corporation has indicated in writing that said bank has been approved for deposit insurance;
NOW, THEREFORE, I, Horace J. Bryant, Jr., Commissioner of Banking and Insurance, pursuant to the authority vested in me by the said section 14A of The Banking Act of 1948, DO HEREBY CERTIFY that the FIRST MORRIS BANK has complied with the provisions of said Act and is authorized to begin the transaction of the business specified in the Certificate of Incorporation.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal this Fourth day of June, 1969. | ||||||
(SEAL) | /s/ Horace J. Bryant Jr. | |||||
Commissioner of Banking and Insurance of New Jersey |
STATE OF NEW JERSEY DEPARTMENT OF BANKING | ||||||
IN THE MATTER | : | |||||
OF | ||||||
FIRST MORRIS BANK | : | CERTIFICATE OF AMENDMENT OF CERTIFICATE | ||||
: | OF INCORPORATION | |||||
: |
It is hereby certified that the following amendment of the Certificate of Incorporation of First Morris Bank was made and duly authorized and approved by the holders of more than two-thirds of the capital stock of First Morris Bank entitled to vote at the annual meeting of the stockholders of First Morris Bank held on February 18, 1971, in the manner required by N.J.S.A. 17:9A-116 to 17:9A-123, inclusive:
“RESOLVED, by the stockholders of FIRST MORRIS BANK that the Certificate of Incorporation of FIRST MORRIS BANK be amended to increase the capital stock of FIRST MORRIS BANK from 50,000 shares of par value of $10 each to 52,500 shares of par value of $10 each; said 2,500 additional shares not to become issued and fully paid shares or part of the capital stock of this bank except as issued and paid for in cash, pursuant to the Stock Option Plan for Key Management Officers of FIRST MORRIS BANK approved by the stockholders at this annual meeting.”
DATED: February 23, 1971 | FIRST MORRIS BANK | |||||||
By | /s/ Larry E. Reed | |||||||
LARRY E. REED, President | ||||||||
By | /s/ John F. Nicholson | |||||||
JOHN F. NICHOLSON Vice President and Treasurer |
STATE OF NEW JERSEY | ) | |||
) | ss.: | |||
COUNTY OF MORRIS | ) |
BE IT REMEMBERED, that on this 23rd day of February, 1971, before me, the subscriber, an attorney at law of New Jersey, personally appeared LARRY E. REED, President, FIRST MORRIS BANK, and JOHN F. NICHOLSON, Vice-President and Treasurer, FIRST MORRIS BANK, who, I am satisfied, are the persons named in and who executed the within Instrument, and thereupon they acknowledged that they signed, sealed and delivered the same as the act and deed of FIRST MORRIS BANK, for the uses and purposes therein expressed.
/s/ Donald M. Malehorn |
DONALD M. MALEHORN, An Attorney at Law of New Jersey |
(117)
AMENDMENT
TO
CERTIFICATE OF INCORPORATION
OF
First Morris Bank, Morris Township, N.J.
At a meeting of the stockholders of First Morris Bank held on the 8th day of December, 1971, 21 days’ written notice of the proposed business having been given by mail, pursuant to resolution of the Board of Directors, it was
RESOLVED FIRST, That it is deemed advisable that the capital stock of the bank be increased from $506,000.00 consisting of 50,600 shares of $10.00 par value, to $1,012,000.00 consisting of 101,200 shares of $10.00 par value. (Exclusive of 1900 shares of Capital Stock authorized pursuant to Stock Option Plan for Key Management Officers of First Morris Bank, but not yet issued.)
RESOLVED SECOND, That to provide for the above increase in capital stock the Certificate of Incorporation be amended to read as follows:
“FOURTH: The amount of the capital stock of said banking corporation shall be $1,031,000, divided into 103,100 shares of a par value of $10.00 each.” (Inclusive of 1900 shares of the Par Value of $10.00 each authorized pursuant to Stock Option Plan for Key Management Officers, adopted January 28, 1971, but not yet issued)
The foregoing resolutions were adopted by the holders of more than two-thirds of the capital stock of the bank entitled to vote on the 8th day of December, 1971, pursuant to a resolution passed by the Board of Directors on the 11th day of November, 1971, deeming it advisable to adopt the amendment set forth in the said resolution and calling a meeting of
stockholders thereof by giving 21 days’ written notice of the same by mail in pursuance of the laws of the State of New Jersey in such case made and provided. At said meeting, the holders of 39,375 shares of capital stock of the bank, all being entitled to vote, voted in favor of the foregoing proposed amendment to the certificate of incorporation of the bank.
The following is a statement of the vote of the stockholders on the foregoing resolutions and also a summary of the total number of shares voted in favor thereof and the total number of shares voted against the same, with a statement of the total number of shares represented at the meeting and the total number of shares issued and outstanding:
Total number of shares of issued capital stock outstanding | 50,600 | |
Total number of shares of capital stock represented at the meeting | 39,375 | |
Total number of shares of capital stock voted in favor of the resolutions and amendment | 39,375 | |
Total number of shares of capital stock voted against the resolutions and amendment | NONE |
It is hereby certified that this is a true and correct report of the vote and of the resolutions adopted at the meeting of the stockholders of this bank held on the date mentioned and that a complete list of the stockholders voting therefor and the number of shares voted by each is on file in the bank.
We further certify that the said amendment to the certificate of incorporation was made in the manner required by Article 19 of Chapter 67, Laws of 1948, as amended.
IN WITNESS WHEREOF, the president and secretary have hereunto set their hands and the corporate seal of said bank this 6th day of January, 1972.
/s/ Larry E. Reed | ||||
President (or Vice-President) | ||||
(SEAL OF BANK) | /s/ Stirling Tomkins, Jr. | |||
Secretary |
STATE OF NEW JERSEY | ) | |||
) | ss.: | |||
COUNTY OF | ) |
On this 6th day of January, 1972, before me, Palma C. Antoaccio, personally appeared Larry E. Reed and Stirling Tomkins, Jr., who, I am satisfied, are the President and Secretary of First Morris Bank, the persons who executed the foregoing Certificate of Amendment as such officers of the said Corporation and I having first made known to said Larry E. Reed and Stirling Tomkins, Jr., the contents thereof, they acknowledged that they signed, sealed and delivered the same as the free and voluntary act and deed of the said Corporation, made by virtue of authority of its Board of Directors.
/s/ Palma C. Antonaccio |
(Signature and Title) Notary Public of New Jersey Palma C. Antonaccio My Commission Expires December 2, 1976 |
(SEAL)
(117)
AMENDMENT
TO
CERTIFICATE OF INCORPORATION
OF
First Morris Bank
At a meeting of the stockholders of First Morris Bank held on the 1st day of November 1972, 19 days’ written notice of the proposed business having been given by mail, pursuant to resolution of the Board of Directors, it was
RESOLVED FIRST, That it is deemed advisable that the (authorized) (issued) capital stock of the bank be increased from $1,031,000.00 consisting of 103,100 shares of $10.00 par value, to $1,140,000.00 consisting of 114,000 shares of $10.00 par value.
RESOLVED SECOND, That to provide for the above increase in capital stock, the Certificate of Incorporation be amended to read as follows:
“FOURTH: The amount of the capital stock of said banking corporation shall be $1,140,000.00 divided into 114,000 shares of par value of $10.00 each.” The amount of issued capital stock of said banking corporation shall be $1,012,000.00, divided into 101,200 shares of par value of $10.00. Authorized but unissued stock may be issued by the Board of Directors under the provisions of The Banking Act of 1948, as presently enacted, and as from time to time amended and supplemented.”
The foregoing resolutions were adopted by the holders of more than two-thirds of the capital stock of the bank entitled to vote on the 1st day of November 1972, pursuant to a resolution passed by the Board of Directors on the 12th day of October, 1972, deeming it
advisable to adopt the amendment set forth in the said resolution and calling a meeting of stockholders thereof by giving 19 days’ written notice of the same by mail in pursuance of the laws of the State of New Jersey in such case made and provided. At said meeting, the holders of 78,767 shares of capital stock of the bank, all being entitled to vote, voted in favor of the foregoing proposed amendment to the certificate of incorporation of the bank.
The following is a statement of the vote of the stockholders on the foregoing resolutions and also a summary of the total number of shares voted in favor thereof and the total number of shares voted against the same, with a statement of the total number of shares represented at the meeting and the total number of shares issued and outstanding:
Total number of shares of issued capital stock outstanding | 101,200 | |
Total number of shares of issued capital stock represented at the meeting | 78,767 | |
Total number of shares of issued capital stock voted in favor of the resolutions and amendment | 78,767 | |
Total number of shares of issued capital stock voted against the resolutions and amendment | NONE |
It is hereby certified that this is a true and correct report of the vote and of the resolutions adopted at the meeting of the stockholders of this bank held on the date mentioned and that a complete list of the stockholders voting therefor and the number of shares voted by each is on file in the bank.
We further certify that the said amendment to the certificate of incorporation was made in the manner required by Article 19 of Chapter 67, Laws of 1948, as amended.
IN WITNESS WHEREOF, the president and secretary have hereunto set their hands and the corporate seal of said bank this 25th day of January, 1983.
/s/ John F. Nicholson | ||||
John F. Nicholson, President | ||||
(SEAL OF BANK) | /s/ Stirling Tomkins, Jr. | |||
Stirling Tomkins, Jr., Secretary |
Reported to Banking Department 2/12/73
Revised
(110)
CERTIFICATE
OF
STOCK DIVIDEND UNDER SECTION 52
First Morris Bank
(Name of Bank)
THIS IS TO CERTIFY that, pursuant to resolution of the board of directors adopted at a meeting held on the 11th day of January, 1973, a stock dividend has been declared:
1. | The date upon which the dividend declared is to be paid is February 3, 1973; |
2. | The amount of the dividend is 5%, represented by 5,060 shares of $10.00 par value per share; |
3. | After giving effect to payment of such dividend, the capital accounts of the bank reflect the following: |
Total number of shares authorized | 119,060 | ||
Total number of shares outstanding | 116,366 | ||
Total number of shares authorized but unissued in stock option plan | 1,900 | ||
Total amount of Capital Stock | $ | 1,163,660.00 | |
Total amount of Surplus | $ | 1,371,802.00 |
IN WITNESS WHEREOF, the bank has caused this certificate to be executed by two officers of the bank pursuant to section 52 of The Banking Act of 1948, as amended, this 25th day of January, 1983.
(BANK SEAL) | /s/ John F. Nicholson | |||
(President) John F. Nicholson | ||||
/s/ Stirling Tomkins, Jr. | ||||
(Secretary) Stirling Tomkins, Jr. |
STATE OF NEW JERSEY | ) | |||
) | ss.: | |||
COUNTY OF MORRIS | ) |
On this 25th day of January, 1983, before me, a Notary Public of New Jersey, personally appeared John F. Nicholson and Stirling Tomkins, Jr., who, I am satisfied, are the President and Secretary, respectively, of the First Morris Bank, of Morris Township, New Jersey, the persons who executed the foregoing certificate as such officers of the said corporation and I having first made known to said John F. Nicholson, president, and Stirling Tomkins, Jr., secretary, the contents thereof, they acknowledged that they signed, sealed and delivered the same as the free and voluntary act and deed of the said corporation, made by virtue of authority of its board of directors.
/s/ Deborah L. Stabile |
(A Notary Public of New Jersey) DEBORAH L. STABILE NOTARY PUBLIC OF NEW JERSEY My Commission Expires April 17, 1984 |
(117)
AMENDMENT
TO
CERTIFICATE OF INCORPORATION
OF
FIRST MORRIS BANK
At a meeting of the stockholders of FIRST MORRIS BANK held on the 15th day of February, 1973, 15 days’ written notice of the proposed business having been given by mail, pursuant to resolution of the Board of Directors, it was
RESOLVED FIRST, That it is deemed advisable that the (authorized) (issued) capital stock of the bank be increased from $1,190,600.00 consisting of 119,060 shares of $10.00 par value, to $1,210,600.00 consisting of 121,060 shares of $10.00 par value.
RESOLVED SECOND, That to provide for the above increase in capital stock the Certificate of Incorporation be amended to read as follows:
“FOURTH: The amount of the capital stock of said banking corporation shall be $1,210,600.00, divided into 121,060 shares of par value of $10.00 each.” The amount of issued capital stock of said banking corporation shall be $1,163,660.00, divided into 116,366 shares of par value of $10.00. Authorized but unissued stock may be issued by the Board of Directors under the provisions of The Banking Act of 1948, as presently enacted, and as from time to time amended and supplemented.”
The foregoing resolutions were adopted by the holders of more than two-thirds of the capital stock of the bank entitled to vote on the 15th day of February 1973, pursuant to a resolution passed by the Board of Directors on the 11th day of January, 1973, deeming it
advisable to adopt the amendment set forth in the said resolution and calling a meeting of stockholders thereof by giving 15 days’ written notice of the same by mail in pursuance of the laws of the State of New Jersey in such case made and provided. At said meeting, the holders of 84,473 shares of capital stock of the bank, all being entitled to vote, voted in favor of the foregoing proposed amendment to the certificate of incorporation of the bank.
The following is a statement of the vote of the stockholders on the foregoing resolutions and also a summary of the total number of shares voted in favor thereof and the total number of shares voted against the same, with a statement of the total number of shares represented at the meeting and the total number of shares issued and outstanding:
Total number of shares of issued capital stock outstanding | 116,366 | |
Total number of shares of issued capital stock represented at the meeting | 84,473 | |
Total number of shares of issued capital stock voted in favor of the resolutions and amendment | 84,473 | |
Total number of shares of issued capital stock voted against the resolutions and amendment | NONE |
It is hereby certified that this is a true and correct report of the vote and of the resolutions adopted at the meeting of the stockholders of this bank held on the date mentioned and that a complete list of the stockholders voting therefor and the number of shares voted by each is on file in the bank.
We further certify that the said amendment to the certificate of incorporation was made in the manner required by Article 19 of Chapter 67, Laws of 1948, as amended.
IN WITNESS WHEREOF, the president and secretary have hereunto set their hands and the corporate seal of said bank this 25th day of January, 1983.
/s/ John F. Nicholson, President | ||||
John F. Nicholson, President | ||||
(SEAL OF BANK) | /s/ Stirling Tomkins, Jr. | |||
Stirling Tomkins, Jr., Secretary |
(110)
CERTIFICATE
OF
STOCK DIVIDEND UNDER SECTION 52
FIRST MORRIS BANK
(Name of Bank)
THIS IS TO CERTIFY that, pursuant to resolution of the board of directors adopted at a meeting held on the 17th day of January, 1974, a stock dividend has been declared:
1. | The date upon which the dividend declared is to be paid is February 1, 1974; |
2. | The amount of the dividend is 6%, represented by 6,982 shares of $10.00 par value per share; |
3. | After giving effect to payment of such dividend, the capital accounts of the bank reflect the following: |
Total number of shares authorized | 128,042 | ||
Total number of shares outstanding | 123,348 | ||
Total number of shares authorized but unissued in stock option plan | 3,900 | ||
Total amount of Capital Stock | $ | 1,233,480.00 | |
Total amount of Surplus | $ | 1,371,802.00 |
IN WITNESS WHEREOF, the bank has caused this certificate to be executed by two officers of the bank pursuant to section 52 of The Banking Act of 1948, as amended, this 25th day of January, 1983.
(BANK SEAL) | /s/ John F. Nicholson | |||
(President) | ||||
John F. Nicholson | ||||
/s/ Stirling Tomkins, Jr. | ||||
(Secretary) | ||||
Stirling Tomkins, Jr. |
STATE OF NEW JERSEY | ) | |||
) | ss.: | |||
COUNTY OF MORRIS | ) |
On this 25th day of January, 1983, before me, a Notary Public of New Jersey, personally appeared John F. Nicholson and Stirling Tomkins, Jr., who, I am satisfied, are the President and Secretary, respectively, of the First Morris Bank, of Morristown, New Jersey, the persons who executed the foregoing certificate as such officers of the said corporation and I having first made known to said John F. Nicholson, president, and Stirling Tomkins, Jr., secretary, the contents thereof, they acknowledged that they signed, sealed and delivered the same as the free and voluntary act and deed of the said corporation, made by virtue of authority of its board of directors.
/s/ Deborah L. Stabile |
(A Notary Public of New Jersey) |
DEBORAH L. STABILE NOTARY PUBLIC OF NEW JERSEY My Commission Expires April 17, 1984 |
(117)
AMENDMENT
TO
CERTIFICATE OF INCORPORATION
OF
FIRST MORRIS BANK
At a meeting of the stockholders of First Morris Bank held on the 19thday of February, 1981, 20 days’ written notice of the proposed business having been given by mail, pursuant to resolution of the Board of Directors, it was
RESOLVED FIRST, That it is deemed advisable that the (authorized) (issued) capital stock of the bank be decreased* from $1,280,420.00 consisting of 128,042 shares of $10.00 par value, to $1,241,420.00 consisting of 124,142 shares of $10.00 par value.
RESOLVED SECOND, That to provide for the above decrease in capital stock the Certificate of Incorporation be amended to read as follows:
“FOURTH: The amount of the capital stock of said banking corporation shall be $1,241,420.00, divided into 124,142 shares of par value of $10.00 each.” The amount of issued capital stock of said banking corporation shall be $1,233,480.00, divided into 123,348 shares of par value of $10.00. Authorized but unissued stock may be issued by the Board of Directors under the provisions of The Banking Act of 1948, as presently enacted, and as from time to time amended and supplemented.”
The foregoing resolutions were adopted by the holders of more than two-thirds of the capital stock of the bank entitled to vote on the 19th day of February 1981, pursuant to a
* | Rescind the First Morris Bank Stock Option Plans I an II attached. |
resolution passed by the Board of Directors on the 15th day of January, 1981, deeming it advisable to adopt the amendment set forth in the said resolution and calling a meeting of stockholders thereof by giving 20 days’ written notice of the same by mail in pursuance of the laws of the State of New Jersey in such case made and provided. At said meeting, the holders of 100,029 shares of capital stock of the bank, all being entitled to vote, voted in favor of the foregoing proposed amendment to the certificate of incorporation of the bank.
The following is a statement of the vote of the stockholders on the foregoing resolutions and also a summary of the total number of shares voted in favor thereof and the total number of shares voted against the same, with a statement of the total number of shares represented at the meeting and the total number of shares issued and outstanding:
Total number of shares of issued capital stock outstanding | 123,348 | |
Total number of shares of issued capital stock represented at the meeting | 100,029 | |
Total number of shares of issued capital stock voted in favor of the resolutions and amendment | 100,029 | |
Total number of shares of issued capital stock voted against the resolutions and amendment | NONE |
It is hereby certified that this is a true and correct report of the vote and of the resolutions adopted at the meeting of the stockholders of this bank held on the date mentioned and that a complete list of the stockholders voting therefor and the number of shares voted by each is on file in the bank.
We further certify that the said amendment to the certificate of incorporation was made in the manner required by Article 19 of Chapter 67, Laws of 1948, as amended.
IN WITNESS WHEREOF, the president and secretary have hereunto set their hands and the corporate seal of said bank this 25th day of January, 1983.
/s/ John F. Nicholson, President | ||||
John F. Nicholson, President | ||||
/s/ Stirling Tomkins, Jr. | ||||
(SEAL OF BANK) | Stirling Tomkins Jr., Secretary |
(116)
CERTIFICATE
OF
STOCK DIVIDEND UNDER SECTION 52
FIRST MORRIS BANK
(Name of Bank)
THIS IS TO CERTIFY that, pursuant to resolution of the board of directors adopted at a meeting held on the 20th day of January, 1983, a stock dividend has been declared:
1. | The date upon which the dividend declared is to be paid is January 25, 1983; | |||
* | 2. | The amount of the dividend is 8%, represented by 9,694 shares of $10.00 par value per share; | ||
3. | After giving effect to payment of such dividend, the capital accounts of the bank reflect the following: |
Total number of shares authorized | 133,836 | ||
Total number of shares outstanding | 133,042 | ||
Total number of shares authorized but unissued in stock option plan | None | ||
Total amount of Capital Stock | $ | 1,330,420.00 | |
Total amount of Surplus | $ | 1,210,092.00 |
* | Fractional Shares Paid in cash |
IN WITNESS WHEREOF, the bank has caused this certificate to be executed by two officers of the bank pursuant to section 52 of The Banking Act of 1948, as amended, this 24th day of January, 1983.
(BANK SEAL) | /s/ John F. Nicholson | |||
(President) John F. Nicholson | ||||
/s/ Stirling Tomkins, Jr. | ||||
(Secretary) Stirling Tomkins, Jr. |
STATE OF NEW JERSEY | ) | |||
) | ss.: | |||
COUNTY OF MORRIS | ) |
On this 24th day of January, 1983, before me, a Notary Public of New Jersey, personally appeared John F. Nicholson and Stirling Tomkins, Jr., who, I am satisfied, are the president and secretary, respectively, of the First Morris Bank, of Morristown, New Jersey, the persons who executed the foregoing certificate as such officers of the said corporation, and, I having first made known to said John F. Nicholson, president, and Stirling Tomkins, Jr., secretary, the contents thereof, they acknowledged that they signed, sealed and delivered the same as the free and voluntary act and deed of the said corporation, made by virtue of authority of its board of directors.
/s/ Deborah L. Stabile |
(A Notary Public of New Jersey) |
DEBORAH L. STABILE NOTARY PUBLIC OF NEW JERSEY My Commission Expires April 17, 1984 |
(116)
CERTIFICATE
OF
STOCK DIVIDEND UNDER SECTION 52
First Morris Bank
(Name of Bank)
THIS IS TO CERTIFY that, pursuant to resolution of the board of directors adopted at a meeting held on the 16th day of February, 1984, a stock dividend has been declared:
1. | The date upon which the dividend declared is to be paid is March 7, 1984; |
2. | The amount of the dividend is 10%, represented by 13,121 shares of $10.00 par value per share; |
3. | After giving effect to payment of such dividend, the capital accounts of the bank reflect the following: |
Total number of shares authorized | 146,957 | ||
Total number of shares outstanding | 146,163 | ||
Total number of shares authorized but unissued in stock option plan | None | ||
Total amount of Capital Stock | $ | 1,461,630 | |
Total amount of Surplus | $ | 1,210,092 |
IN WITNESS WHEREOF, the bank has caused this certificate to be executed by two officers of the bank pursuant to section 52 of The Banking Act of 1948, as amended, this 12th day of March, 1984.
(BANK SEAL) | /s/ John F. Nicholson | |||
(President) John F. Nicholson | ||||
/s/ Stirling Tomkins, Jr. | ||||
(Secretary) Stirling Tomkins, Jr. |
STATE OF NEW JERSEY | ) | |||
) | ss.: | |||
COUNTY OF MORRIS | ) |
On this 12th day of March, 1984, before me, a Notary Public of New Jersey, personally appeared John F. Nicholson and Stirling Tomkins, Jr., who, I am satisfied, are the president and secretary, respectively, of the First Morris Bank, of Morristown, New Jersey, the persons who executed the foregoing certificate as such officers of the said corporation, and, I having first made known to said John F. Nicholson, president, and Stirling Tomkins, Jr., secretary, the contents thereof, they acknowledged that they signed, sealed and delivered the same as the free and voluntary act and deed of the said corporation, made by virtue of authority of its board of directors.
/s/ Deborah L. Stabile |
(A Notary Public of New Jersey) |
DEBORAH L. STABILE NOTARY PUBLIC OF NEW JERSEY My Commission Expires April 17, 1984 |
(117)
AMENDMENT
TO
CERTIFICATE OF INCORPORATION
OF
FIRST MORRIS BANK
At a meeting of the stockholders of First Morris Bank held on the 15thday of March 1984, 22 days’ written notice of the proposed business having been given by mail, pursuant to resolution of the Board of Directors, it was
RESOLVED FIRST, That it is deemed advisable that the (authorized) (issued) capital stock of the bank be increased from $1,469,570.00 consisting of 146,957 shares of $10.00 par value, to $1,519,570.00 consisting of 151,957 shares of $10.00 par value.
RESOLVED SECOND, That to provide for the above increase in capital stock, the Certificate of Incorporation be amended to read as follows:
“FOURTH: The amount of the capital stock of said banking corporation shall be $1,519,570.00, divided into 151,957 shares of par value of $10.00 each.” The amount of issued capital stock of said banking corporation shall be $1,461,630.00, divided into 146,163 shares of par value of $10.00. Authorized but unissued stock may be issued by the Board of Directors under the provisions of The Banking Act of 1948, as presently enacted, and as from time to time amended and supplemented.”
The foregoing. resolutions were adopted by the holders of more than two-thirds of the capital stock of the bank entitled to vote on the 15th day of March 1984, pursuant to a resolution
passed by the Board of Directors on the 16th day of February, 1984, deeming it advisable to adopt the amendment set forth in the said resolution and calling a meeting of stockholders thereof by giving twenty-two days’ written notice of the same by mail in pursuance of the laws of the State of New Jersey in such case made and provided. At said meeting, the holders of 109,123 shares of capital stock of the bank, all being entitled to vote, voted in favor of the foregoing proposed amendment to the certificate of incorporation of the bank.
The following is a statement of the vote of the stockholders on the foregoing resolutions and also a summary of the total number of shares voted in favor thereof and the total number of shares voted against the same, with a statement of the total number of shares represented at the meeting and the total number of shares issued and outstanding:
Total number of shares of issued capital stock outstanding | 146,163 | * | |
Total number of shares of issued capital stock represented at the meeting | 109,123 | ||
Total number of shares of issued capital stock voted in favor of the resolutions and amendment | 109,123 | ||
Total number of shares of issued capital stock voted against the resolutions and amendment | NONE |
It is hereby certified that this is a true and correct report of the vote and of the resolutions adopted at the meeting of the stockholders of this bank held on the date mentioned and that a complete list of the stockholders voting therefor and the number of shares voted by each is on file in the bank.
We further certify that the said amendment to the certificate of incorporation was made in the manner required by Article 19 of Chapter 67, Laws of 1948, as amended.
IN WITNESS WHEREOF, the president and secretary have hereunto set their hands and the corporate seal of said bank this 9th day of April, 1984.
As of February 16, 1984, when the Annual Stockholders meeting was scheduled by the directors:
133,042 | * | shares were outstanding | |
13,121 | shares issued March 7, 1984 by a stock Dividend (Holders of record Feb. 15, 1984) | ||
146,163 |
/s/ John F. Nicholson | ||||
President (or Vice President) | ||||
/s/ Stirling Tomkins, Jr. | ||||
(SEAL OF BANK) | Secretary |
(110)
CERTIFICATE
OF
STOCK DIVIDEND UNDER SECTION 52
First Morris Bank
(Name of Bank)
THIS IS TO CERTIFY that, pursuant to resolution of the board of directors adopted at a meeting held on the twenty-first day of February, 1985, a stock dividend has been declared:
1. | The date upon which the dividend declared is to be paid is March 4, 1985; |
2. | The amount of the dividend is 10%, represented by 14,504 shares of $10.00 par value per share; |
3. | After giving effect to payment of such dividend, the capital accounts of the bank reflect the following: |
Total number of shares authorized | 166,461 | ||
Total number of shares outstanding | 160,667 | ||
Total number of shares authorized but unissued in stock option plan | None | ||
Total amount of Capital Stock | $ | 1,606,670 | |
Total amount of Surplus | 1,210,092 |
IN WITNESS WHEREOF, the bank has caused this certificate to be executed by two officers of the bank pursuant to section 52 of The Banking Act of 1948, as amended, this fifth day of March, 1985.
(BANK SEAL) | /s/ John F. Nicholson | |||
(President) John F. Nicholson | ||||
/s/ Stirling Tomkins, Jr. | ||||
(Secretary) Stirling Tomkins, Jr. |
STATE OF NEW JERSEY | ) | |||
) | ss.: | |||
COUNTY OF MORRIS | ) |
On this fifth day of March, 1985, before me, a Notary Public of New Jersey, personally appeared John F. Nicholson and Stirling Tomkins, Jr., who, I am satisfied, are the president and secretary, respectively, of the First Morris Bank of Morristown, New Jersey, the persons who executed the foregoing certificate as such officers of the said corporation, and, I having first made known to said John F. Nicholson, president and Stirling Tomkins, Jr., secretary, the contents thereof, they acknowledged that they signed, sealed and delivered the same as the free and voluntary net and deed of the said corporation, made by virtue of authority of its board of directors.
/s/ Elana Tucker |
Elana Tucker (A Notary Public of New Jersey) My Commission Expires December 14, 1988 |
(110)
CERTIFICATE
OF
STOCK DIVIDEND UNDER SECTION 52
First Morris Bank
(Name of Bank)
THIS IS TO CERTIFY that, pursuant to resolution of the board of directors adopted at a meeting held on the twentieth day of February, 1986, a stock dividend has been declared:
1. | The date upon which the dividend declared is to be paid is March 5, 1986; |
2. | The amount of the dividend is 15%, represented by 24,606 shares of $10.00 par value per share; |
3. | After giving effect to payment of such dividend, the capital accounts of the bank reflect the following: |
Total number of shares authorized | 191,067 | ||
Total number of shares outstanding | 189,563 | ||
Total number of shares authorized but unissued in stock option plan | None | ||
Total amount of Capital Stock | $ | 1,895,630.00 | |
Total amount of Surplus | 1,304,939.00 |
IN WITNESS WHEREOF, the bank has caused this certificate to be executed by two officers of the bank pursuant to section 52 of The Banking Act of 1948, as amended, this thirteenth day of March, 1986.
(BANK SEAL) | /s/ John F. Nicholson | |||
(President) John F. Nicholson | ||||
/s/ Stirling Tomkins, Jr. | ||||
(Secretary) Stirling Tomkins, Jr. |
STATE OF NEW JERSEY | ) | |||
) | ss.: | |||
COUNTY OF MORRIS | ) |
On this Fourteenth day of March, 1986, before me, a Notary Public of New Jersey, personally appeared John F. Nicholson and Stirling Tomkins, Jr., who, I am satisfied, are the president and secretary, respectively, of the First Morris Bank of Morristown, New Jersey, the persons who executed the foregoing certificate as such officers of the said corporation, and, I having first made known to said John F. Nicholson, president and Stirling Tomkins, Jr., secretary, the contents thereof, they acknowledged that they signed, sealed and delivered the same as the free and voluntary act and deed of the said corporation, made by virtue of authority of its board of directors.
(A Notary Public of New Jersey) |
AMENDMENT
TO
CERTIFICATE OF INCORPORATION
OF
At a meeting of the stockholders of First Morris Bank held on the 20th day of March, 1986, Twenty-Two days’ written notice of the proposed business having been given by mail, pursuant to resolution of the Board of Directors, it was
RESOLVED FIRST, That it is deemed advisable that the authorized capital stock of the bank be increased from $1,910,670.00 consisting of 191,067 shares of $10.00 par value, to $1,960,970.00 consisting of 196,067 shares of $10.00 par value.
RESOLVED SECOND, That to provide for the above increase in capital stock, the Certificate of Incorporation be amended to read as follows:
“‘FOURTH: The amount of the capital stock of said banking corporation shall be $1,960,070.00, divided into 196,097 shares of par value of $10.00 each. The amount of issued capital stock of said banking corporation shall be $1,897,550.00, divided into 189,755 shares of par value of $10.00. Authorized but unissued stock may be issued by the Board of Directors under the provisions of The Banking Act of 1948, as presently enacted, and as from time to time amended and supplemented.”
The foregoing resolutions were adopted by the holders of more than two-thirds of the capital stock of the bank entitled to vote on the 20th day of March, 1986, pursuant to a resolution passed by the Board of Directors on the 20th day of February, 1986, deeming it advisable to adopt the amendment set forth in the said resolution and calling a meeting of stockholders
thereof by giving Twenty-Two days’ written notice of the same by mail in pursuance of the laws of the State of New Jersey in such case made and provided. At said meeting, the holders of 141,127 shares of capital stock of the bank, all being entitled to vote, voted in favor of the foregoing proposed amendment to the certificate of incorporation of the bank.
The following is a statement of the vote of the stockholders on the foregoing resolutions and also a summary of the total number of shares voted in favor thereof and the total number of shares voted against the same, with a statement of the total number of shares represented at the meeting and the total number of shares issued and outstanding:
Total number of shares of issued capital stock outstanding | 164,957 | |
Total number of shares of issued capital stock represented at the meeting | 141,127 | |
Total number of shares of issued capital stock voted in favor of the resolutions and amendment | 141,127 | |
Total number of shares of issued capital stock voted against the resolutions and amendment | none |
It is hereby certified that this is a true and correct report of the vote and of the resolutions adopted at the meeting of the stockholders of this bank held on the date mentioned and that a complete list of the stockholders voting therefor and the number of shares voted by each is on file in the bank.
We further certify that the said amendment to the certificate of incorporation was made in the manner required by Article 19 of Chapter 67, Laws of 1948, as amended.
IN WITNESS WHEREOF, the president and secretary have hereunto set their hands and the corporate seal of said bank this 4th day of February, 1987.
/s/ John F. Nicholson | ||||
President (or Vice President) | ||||
/s/ Stirling Tomkins, Jr. | ||||
(SEAL OF BANK) | Secretary |
(116)
CERTIFICATE
OF
STOCK DIVIDEND UNDER SECTION 52
First Morris Bank
(Name of Bank)
THIS IS TO CERTIFY that, pursuant to resolution of the board of directors adopted at a meeting held on the 19th day of February, 1987, a stock dividend has been declared:
1. | The date upon which the dividend declared is to be paid is March 2, 1987; |
2. | The amount of the dividend is 15%, represented by 28,514 shares of $10.00 par value per share; |
3. | After giving effect to payment of such dividend, the capital accounts of the bank reflect the following: |
Total number of shares authorized | 224,581 | ||
Total number of shares outstanding | 219,718 | ||
Total number of shares authorized but unissued in stock option plan | NONE | ||
Total amount of Capital Stock | $ | 2,197,180.00 | |
Total amount of Surplus | $ | 1,354,169.00 |
IN WITNESS WHEREOF, the bank has caused this certificate to be executed by two officers of the bank pursuant to section 52 of The Banking Act of 1948, as amended, this 5th day of March, 1987.
(BANK SEAL) | /s/ John F. Nicholson | |||
(President) John F. Nicholson | ||||
/s/ Stirling Tomkins, Jr. | ||||
(Secretary) Stirling Tomkins, Jr. |
STATE OF NEW JERSEY | ) | |||
) | ss.: | |||
COUNTY OF MORRIS | ) |
On this 5th day of March, 1987, before me, a Notary Public of New Jersey, personally appeared John F. Nicholson and Stirling Tomkins, Jr., who, I am satisfied, are the president and secretary, respectively, of the First Morris Bank of Morristown, New Jersey, the persons who executed the foregoing certificate as such officers of the said corporation, and, I having first made known to said John F. Nicholson, president and Stirling Tomkins, Jr., secretary, the contents thereof, they acknowledged that they signed, sealed and delivered the same as the free and voluntary act and deed of the said corporation, made by virtue of authority of its board of directors.
/s/ Barbara A. Schumacher |
(A Notary Public of New Jersey) |
(117)
AMENDMENT
TO
CERTIFICATE OF INCORPORATION
OF
FIRST MORRIS BANK
AT A MEETING OF THE STOCKHOLDERS OF FIRST MORRIS BANK HELD ON THE 19TH DAY OF MARCH, 1987, 20 DAYS’ WRITTEN NOTICE OF THE PROPOSED BUSINESS HAVING BEEN GIVEN BY MAIL, PURSUANT TO RESOLUTION OF THE BOARD OF DIRECTORS, IT WAS
RESOLVED FIRST, THAT THE BOARD OF DIRECTORS MAY CAUSE THE BANK TO INDEMNIFY ITS DIRECTORS, MANAGERS, OFFICERS AND EMPLOYEES IN ANY FORM OR MANNER NOT INCONSISTENT WITH LAW. A DIRECTOR SHALL NOT BE PERSONALLY LIABLE TO THE BANK (OR ITS SHAREHOLDERS FOR DAMAGES FOR BREACH OF ANY DUTY OWED TO THE BANK OR ITS SHAREHOLDERS, EXCEPT THAT SUCH PROVISION SHALL NOT RELIEVE A DIRECTOR FROM LIABILITY FOR ANY BREACH OF DUTY BASED UPON AN ACT OR OMISSION (A) IN BREACH OF SUCH PERSON’S DUTY OF LOYALTY TO THE BANK OR ITS SHAREHOLDERS, (B) NOT IN GOOD FAITH OR INVOLVING A KNOWING VIOLATION OF LAW OR (C) RESULTING IN RECEIPT BY SUCH PERSON OF AN IMPROPER PERSONAL BENEFIT.
THE FOREGOING RESOLUTION WAS ADOPTED BY THE HOLDERS OF MORE THAN TWO-THIRDS OF THE CAPITAL STOCK OF THE BANK ENTITLED TO VOTE ON THE 19TH DAY OF MARCH, 1987, PURSUANT TO A RESOLUTION PASSED BY THE BOARD OF DIRECTORS ON THE 19TH DAY OF FEBRUARY 1987, DEEMING IT ADVISABLE TO ADOPT THE AMENDMENT SET FORTH IN THE SAID RESOLUTION AND CALLING A MEETING OF STOCKHOLDERS THEREOF BY GIVING 20 DAYS’ WRITTEN NOTICE OF THE SAME BY MAIL IN PURSUANCE OF THE LAWS OF THE STATE OF NEW JERSEY IN SUCH CASE MADE AND PROVIDED. AT SAID MEETING, THE HOLDERS OF 158,968 SHARES OF CAPITAL STOCK OF THE BANK, ALL BEING ENTITLED TO VOTE, VOTED IN FAVOR OF THE FOREGOING PROPOSED AMENDMENT TO THE CERTIFICATE OF INCORPORATION OF THE BANK.
THE FOLLOWING IS A STATEMENT OF THE VOTE OF THE STOCKHOLDERS ON THE FOREGOING RESOLUTIONS AND ALSO A SUMMARY OF THE TOTAL NUMBER OF SHARES VOTED IN FAVOR THEREOF AND THE TOTAL NUMBER OF SHARES VOTED AGAINST THE SAME, WITH A STATEMENT OF THE TOTAL NUMBER OF SHARES REPRESENTED AT THE MEETING AND THE TOTAL NUMBER OF SHARES ISSUED AND OUTSTANDING:
TOTAL NUMBER OF SHARES OF ISSUED CAPITAL STOCK OUTSTANDING | 189,755 | |
TOTAL NUMBER OF SHARES OF ISSUED CAPITAL STOCK REPRESENTED AT THE MEETING | 159,064 | |
TOTAL NUMBER OF SHARES OF ISSUED CAPITAL STOCK VOTED IN FAVOR OF THE RESOLUTIONS AND AMENDMENT | 158,968 | |
TOTAL NUMBER OF SHARES OF ISSUED CAPITAL STOCK VOTED AGAINST THE RESOLUTIONS AND AMENDMENT | 96 |
IT IS HEREBY CERTIFIED THAT THIS IS A TRUE AND CORRECT REPORT OF THE VOTE AND OF THE RESOLUTIONS ADOPTED AT THE MEETING OF THE STOCKHOLDERS OF THIS BANK HELD ON THE DATE MENTIONED AND THAT A COMPLETE LIST OF THE STOCKHOLDERS VOTING THEREFORE AND THE NUMBER OF SHARES VOTED BY EACH IS ON FILE IN THE BANK.
WE FURTHER CERTIFY THAT THE SAID AMENDMENT TO THE CERTIFICATE OF INCORPORATION WAS MADE IN THE MANNER REQUIRED BY ARTICLE 19 OF CHAPTER 67, LAWS OF 1948, AS AMENDED.
IN WITNESS WHEREOF, THE PRESIDENT AND SECRETARY HAVE HEREUNTO SET THEIR HANDS AND THE CORPORATE SEAL OF SAID BANK THIS 4TH DAY OF MAY, 1987.
PRESIDENT: | /s/ John F. Nicholson | |
JOHN F. NICHOLSON | ||
SECRETARY: | /s/ Stirling Tomkins, Jr. | |
STERLING TOMKINS, JR. |
BANK SEAL
(117)
AMENDMENT
TO
CERTIFICATE OF INCORPORATION
OF
At a meeting of the stockholders of First Morris Bank held on the 17th day of March 1988, 15 days’ written notice of the proposed business having been given by mail, pursuant to resolution of the Board of Directors, it was
RESOLVED FIRST, That it is deemed advisable that the (authorized) (issued) capital stock of the bank be Decreased from from $2,212,040.00 consisting of 221,204 shares of $10.00 par value, to $2,209,827.96 consisting of 663, 612 shares of $3.33 par value.
RESOLVED SECOND, That to provide for the above decrease in capital stock, the Certificate of Incorporation be amended to read as follows:
“FOURTH: The amount of authorized capital stock of said banking corporation shall be $2,221,073.37, divided into 666,989 shares of par value of $3.33 each. The amount of issued capital stock of said banking corporation shall be $2,209,827.96, divided into 663,612 shares of par value of $3.33. Authorized but unissued stock may be issued by the Board of Directors under the provisions of The Banking Act of 1948, as presently enacted, and as from time to time amended and supplemented.”
The foregoing resolutions were adopted by the holders of more than two-thirds of the capital stock of the bank entitled to vote on the 17th day of March, 1988, pursuant to a resolution
passed by the Board of Directors on the 18th day of February, 1988, deeming it advisable to adopt the amendment set forth in the said resolution and calling a meeting of stockholders thereof by giving 15 days’ written notice of the same by mail in pursuance of the laws of the State of New Jersey in such case made and provided. At said meeting the holders of 186,861 shares of capital stock of the bank, all being entitled to vote, voted in favor of the foregoing proposed amendment to the certificate of incorporation of the bank.
The following is a statement of the vote of the stockholders on the foregoing resolutions and also a summary of the total number of shares voted in favor thereof and the total number of shares voted against the same, with a statement of the total number of shares represented at the meeting and the total number of shares issued and outstanding:
Total number of shares of issued capital stock outstanding | 221,204 | |
Total number of shares of issued capital stock represented at the meeting | 186,876 | |
Total number of shares of issued capital stock voted in favor of the resolutions and amendment | 186,861 | |
Total number of shares of issued capital stock voted against the resolutions and amendment | 15 |
It is hereby certified that this is a true and correct report of the vote and of the resolutions adopted at the meeting of the stockholders of this bank held on the date mentioned and that a complete list of the stockholders voting therefor and the number of shares voted by each is on file in the bank.
We further certify that the said amendment to the certificate of incorporation was made in the manner required by Article 19 of Chapter 67, Laws of 1948, as amended.
IN WITNESS WHEREOF, the president and secretary have hereunto set their hands and the corporate seal of said bank this 29th day of April, 1988.
/s/ John F. Nicholson | ||||
President, John F. Nicholson | ||||
/s/ Dennis McNamara | ||||
(SEAL OF BANK) | Assistant Secretary, Dennis McNamara |
(116)
CERTIFICATE
OF
STOCK DIVIDEND UNDER SECTION 52
FIRST MORRIS BANK
(Name of Bank)
THIS IS TO CERTIFY that, pursuant to resolution of the board of directors adopted at a meeting held on the 21st day of February, 1989, a stock dividend has been declared:
1. | The date upon which the dividend declared is to be paid is March 6, 1989; |
2. | The amount of the dividend is 10%, represented by 66,554 shares of $3.33 par value per share; |
3. | After giving effect to payment of such dividend, the capital accounts of the bank reflect the following: |
Total number of shares authorized | 733,543 | ||
Total number of shares outstanding | 733,340 | ||
Total number of shares authorized but unissued in stock option plan | NONE | ||
Total amount of Capital Stock | $ | 2,442,022.20 | |
Total amount of Surplus | $ | 1,472,479.58 |
IN WITNESS WHEREOF, the bank has caused this certificate to be executed by two officers of the bank pursuant to section 52 of The Banking Act of 1948, as amended, this 8th day of March, 1989.
(BANK SEAL) | /s/ John F. Nicholson | |||
John F. Nicholson (President) | ||||
/s/ Stirling Tomkins, Jr. | ||||
Stirling Tomkins, Jr. (Secretary) |
STATE OF NEW JERSEY | ) | |||
) | ss.: | |||
COUNTY OF MORRIS | ) |
On this 8th day of March, 1989, before me, a Notary Public of New Jersey, personally appeared John F. Nicholson and Stirling Tomkins, Jr., who, I am satisfied, are the president and secretary, respectively, of the First Morris Bank of Morristownship, New Jersey, the persons who executed the foregoing certificate as such officers of the said corporation, and, I having first made known to said John F. Nicholson, president, and Stirling Tomkins, Jr., secretary, the contents thereof, they acknowledged that they signed, sealed and delivered the same as the free and voluntary act and deed of the said corporation, made by virtue of authority of its board of directors.
/s/ Cheryl Salerno |
(A Notary Public of New Jersey) Cheryl Salerno My Commission Expires December 12, 1992 |
(117)
AMENDMENT
TO
CERTIFICATE OF INCORPORATION
OF
At a meeting of the stockholders of First Morris Bank held on the 16thday of March 1989, 20 days’ written notice of the proposed business having been given by mail, pursuant to resolution of the Board of Directors, it was
RESOLVED FIRST, That it is deemed advisable that the (authorized) (issued) capital stock of the bank be increased from $2,442,698.19 consisting of 733,543 shares of $3.33 par value, to $2,475,998.19 consisting of 743,543 shares of $3.33 par value.
RESOLVED SECOND, That to provide for the above decrease in capital stock, the Certificate of Incorporation be amended to read as follows:
“FOURTH: The amount of the capital stock of said banking corporation shall be $2,475,998.19, divided into 743,543 shares of par value of $3.33 each. The amount of issued capital stock of said banking corporation shall be $2,442,022.20, divided into 733,340 shares of par value of $3.33. Authorized but unissued stock may be issued by the Board of Directors under the provisions of The Banking Act of 1948, as presently enacted, and as from time to time amended and supplemented.”
The foregoing resolutions were adopted by the holders of more than two-thirds of the capital stock of the bank entitled to vote on the 16th day of March, 1989, pursuant to a resolution
passed by the Board of Directors on the 21st day of February, 1989, deeming it advisable to adopt the amendment set forth in the said resolution and calling a meeting of stockholders thereof by giving 20 days’ written notice of the same by mail in pursuance of the laws of the State of New Jersey in such case made and provided. At said meeting, the holders of 575,818 shares of capital stock of the bank, all being entitled to vote, voted in favor of the foregoing proposed amendment to the certificate of incorporation of the bank.
The following is a statement of the vote of the stockholders on the foregoing resolutions and also a summary of the total number of shares voted in favor thereof and the total number of shares voted against the same, with a statement of the total number of shares represented at the meeting and the total number of shares issued and outstanding:
Total number of shares of issued capital stock outstanding | 666,786 | |
Total number of shares of issued capital stock represented at the meeting | 576,094 | |
Total number of shares of issued capital stock voted in favor of the resolutions and amendment | 575,818 | |
Total number of shares of issued capital stock voted against the resolutions and amendment | 276 |
It is hereby certified that this is a true and correct report of the vote and of the resolutions adopted at the meeting of the stockholders of this bank held on the date mentioned and that a complete list of the stockholders voting therefor and the number of shares voted by each is on file in the bank.
We further certify that the said amendment to the certificate of incorporation was made in the manner required by Article 19 of Chapter 67, Laws of 1948, as amended.
IN WITNESS WHEREOF, the president and secretary have hereunto set their hands and the corporate seal of said bank this 22nd day of March, 1989.
/s/ John F. Nicholson | ||||
President | ||||
/s/ Stirling Tomkins, Jr. | ||||
(SEAL OF BANK) | Secretary |
(116)
CERTIFICATE
OF
STOCK DIVIDEND UNDER SECTION 52
First Morris Bank
(Name of Bank)
THIS IS TO CERTIFY that, pursuant to resolution of the board of directors adopted at a meeting held on the 20th day of February, 1992, (certified copy attached) a stock dividend has been declared:
1. | The date upon which the dividend declared is to be paid is March 11, 1992; |
2. | The amount of the dividend is $246,396.69, represented by 73,993 shares of $3.33 par value per share; |
3. | After giving effect to payment of such dividend, the amount of common stock of the institution is $2,714,799, and the amount of surplus of the institution is $3,794,788. |
IN WITNESS WHEREOF, the institution has caused this certificate to be executed by two officers of the institution pursuant to section 52 of The Banking Act of 1948, as amended, this 20th day of February, 1992.
/s/ T. Talcott Jr. | ||||
(President) | ||||
(SEAL OF INSTITUTION) | /s/ Karen McMillen | |||
Assistant (Secretary) |
Page 1 of 3
STATE OF NEW JERSEY | ) | |||
) | ss.: | |||
COUNTY OF MORRIS | ) |
On this 20th day of February, 1992, before me personally appeared Thayer Talcott, Jr. and Karen McMillen, and they acknowledged that they signed, sealed and delivered the forgoing instrument as the free and voluntary act and deed of paid corporation, made by virtue of authority or its board of directors.
/s/ John G. Hariton |
(A Notary Public of New Jersey) JOHN G. HARITON NOTARY PUBLIC OF NEW JERSEY My Commission Expires September 10, 1992 |
Page 2 of 3
The capital stock position of the institution as a result of this transaction is as follows:
Recapitulation of Common Stock
Status Prior to this Amendment | Changes (+) or (-) due to Amendment | Balance after Amendment | |||||||
Total number of shares outstanding: | 741,262 | 73,993 | 815,255 | ||||||
Total authorized and unissued stock held for stock option plans: | 0 | 0 | 0 | ||||||
Total number of shares authorized but unissued for conversion for Preferred Stock: | 0 | 0 | 0 | ||||||
Total number of shares authorized but unissued under N.J.S.A. 17:9A-6.1 or 8.5: | 2,281 | 0 | 2,281 | ||||||
Total other authorized and unissued stock: | 0 | 0 | 0 | ||||||
Total number of shares authorized: | 743,543 | 73,993 | 817,536 | ||||||
Total dollar amount of Common Capital stock outstanding: | $ | 2,468,402.46 | $ | 246,396.69 | $ | 2,714,799.15 | |||
Total dollar amount of Surplus: | $ | 2,857,287.54 | $ | 937,491.31 | $ | 3,794,778.85 |
Recapitulation of Preferred Stock
Total number of shares of Preferred stock issued: | N/A | N/A | N/A | ||||||
Total number of shares of Preferred stock unissued: | ___________ | ___________ | ___________ | ||||||
Total number of shares of Preferred stock authorized: | ___________ | ___________ | ___________ | ||||||
Total dollar amount of Preferred Capital stock outstanding: | $ | ___________ | $ | ___________ | $ | ___________ |
Page 3 of 3
(116)
CERTIFICATE
OF
STOCK DIVIDEND UNDER SECTION 52
First Morris Bank
(Name of Bank)
THIS IS TO CERTIFY that, pursuant to resolution of the board of directors adopted at a meeting held on the 17th day of February, 1994, (certified copy attached) a stock dividend has been declared:
1. | The date upon which the dividend declared is to be paid is March 14, 1994; |
2. | The amount of the dividend is $568,330, represented by 40,595 shares of $3.33 par value per share; |
3. | After giving effect to payment of such dividend, the amount of common stock of the institution is $2,849,980.50, and the amount of surplus of the institution is $4,227,927.50. |
IN WITNESS WHEREOF, the bank has caused this certificate to be executed by two officers of the institution pursuant to section 52 of The Banking Act of 1948, as amended this 24th day of February, 1994.
/s/ Ralph J. Riccioni | ||||
Executive Vice President Ralph J. Riccioni | ||||
(SEAL OF INSTITUTION) | /s/ Karen McMillen | |||
Assistant (Secretary) Karen McMillen |
Page 1 of 3
STATE OF NEW JERSEY | ) | |||
) | ss.: | |||
COUNTY OF MORRIS | ) |
On this 24th day of February, 1994, before me personally appeared Ralph J. Riccioni and Karen McMillen, and they acknowledged that they signed, sealed and delivered the forgoing instrument as the free and voluntary act and deed of said corporation, made by virtue of authority of its board of directors.
/s/ Michelle K. Weig |
(A Notary Public of New Jersey) MICHELLE K. WEIG NOTARY PUBLIC OF NEW JERSEY My Commission Expires December 9, 1997 |
Page 2 of 3
The capital stock position of the institution as a result of this transaction is as follows:
Recapitulation of Common Stock
Status Prior to this Amendment | Changes (+) or (-) due to Amendment | Balance after Amendment | |||||||
Total number of shares outstanding: | 815,255 | 40,595 | 855,850 | ||||||
Total authorized and unissued stock held for stock option plans: | — | — | — | ||||||
Total number of shares authorized but unissued for conversion of Preferred Stock: | — | — | — | ||||||
Total number of shares authorized but unissued under N.J.S.A. 17:9A-6.1 or 8.5: | 2,281 | — | 2,281 | ||||||
Total other authorized and unissued stock: | — | — | — | ||||||
Total number of shares authorized: | 817,536 | 40,595 | 858,131 | ||||||
Total dollar amount of Common Capital stock outstanding: | $ | 2,714,799.15 | $ | 135,181.35 | $ | 2,849,980.50 | |||
Total dollar amount of Surplus: | $ | 3,794,778.85 | $ | 433,148.65 | $ | 4,227,927.50 |
Recapitulation of Preferred Stock
Total number of shares of Preferred stock issued: | N/A | N/A | N/A | ||||||
Total number of shares of Preferred stock unissued: | ___________ | ___________ | ___________ | ||||||
Total number of shares of Preferred stock authorized: | ___________ | ___________ | ___________ | ||||||
Total dollar amount of Preferred Capital stock outstanding: | $ | ___________ | $ | ___________ | $ | ___________ |
Page 3 of 3
(117)
AMENDMENT
TO
CERTIFICATE OF INCORPORATION
OF
FIRST MORRIS BANK
At a meeting of the stockholders of First Morris Bank held on the 17thday of March, 1994, 27 days’ written notice of the proposed business having been given by mail, pursuant to resolution of the Board of Directors, it was
RESOLVED FIRST, That it is deemed advisable that the authorized capital stock of the institution be increased from $2,857,576.23 consisting of 858,131 shares of $3.33 par value, to $2,890,876.23 consisting of 868,131 shares of $3.33 par value.
RESOLVED SECOND, That to provide for the above increase in capital stock, the Certificate of Incorporation be amended to read as follows:
“FOURTH: The amount of authorized capital stock of the bank shall be $2,890,876.23, divided into 868,131 shares of par value of $3.33 each. The amount of issued capital stock of the bank shall be $2,849,980.50, divided into 855,850 shares of par value $3.33. Authorized but unissued stock of the bank shall be $40,895.73, divided into 12, 281 shares of par value of $3.33. Authorized but unissued stock may be issued by the Board of Directors under the provisions of the Banking Act of 1948, as presently enacted, and as from time to time amended and supplemented.”
Page 1 of 4
The foregoing resolutions were adopted by the holders of more than two-thirds of the capital stock of the institution entitled to vote on the 17th day of March, 1994, pursuant to a resolution passed by the Board of Directors on the 20th day of January, 1994, (certified copy attached) deeming it advisable to adopt the amendment set forth in the said resolution and calling a meeting of stockholders thereof by giving 27 days’ written notice of the same by mail in pursuance of the laws of the State of New Jersey in such case made and provided. At said meeting, the holders of 589,701† shares of capital stock of the institution, all being entitled to vote, voted in favor of the foregoing proposed amendment to the certificate of incorporation of the institution.
The following is a statement of the vote of the stockholders on the foregoing resolutions and also a summary of the total number of shares voted in favor thereof and the total number of shares voted against the same, with a statement of the total number of shares represented at the meeting and the total number of shares issued and outstanding:
Total number of shares of issued capital stock outstanding | 815,255 | |
Total number of shares of issued capital stock represented at the meeting | 589,701 | |
Total number of shares of issued capital stock voted in favor of the resolution and amendment | 589,701 | |
Total number of shares of issued capital stock voted against the resolutions and amendment | 0 |
It is hereby certified that this is a true and correct report of the vote and of the resolutions adopted at the meeting of the stockholders of this institution held on the date mentioned and that
† | Number of shares should agree. |
Page 2 of 4
a complete list of the stockholders voting therefor and the number of shares voted by each is on file in the institution.
We further certify that the said amendment to the certificate of incorporation was made in the manner required by Article 19 of Chapter 67, Laws of 1948, as amended.
IN WITNESS WHEREOF, the president and secretary have hereunto set their hands and the corporate seal of said institution this 31st day of March, 1994.
/s/ T. Talcott Jr. | ||||
President | ||||
(SEAL OF INSTITUTION) | /s/ Stirling Tomkins, Jr. | |||
Secretary |
STATE OF NEW JERSEY | ) | |||
) | ss.: | |||
COUNTY OF MORRIS | ) |
Subscribed and sworn to before me on this 31st day of March, 1994.
/s/ Michelle K. Weig |
(A Notary Public of New Jersey) MICHELLE K. WEIG NOTARY PUBLIC OF NEW JERSEY My Commission Expires December 9, 1997 |
Page 3 of 4
The capital stock position of the institution as a result of this transaction is as follows:
Recapitulation of Common Stock
Status Prior to this Amendment | Changes (+) or (-) due to Amendment | Balance after Amendment | ||||||
Total number of shares outstanding: | 855,850 | — | 855,850 | |||||
Total authorized and unissued stock held for stock option plans: | — | — | — | |||||
Total number of shares authorized but unissued for conversion for Preferred Stock: | — | — | — | |||||
Total number of shares authorized but unissued under N.J.S.A. 17:9A-6.1 or 8.5: | 2,281 | 10,000 | 12,281 | |||||
Total other authorized and unissued stock: | — | — | — | |||||
Total number of shares authorized: | 858,131 | 10,000 | 868,131 | |||||
Total dollar amount of Common Capital stock outstanding: | $ | 2,849,980.50 | — | $ | 2,849,980.50 | |||
Total dollar amount of Surplus: | $ | 4,227,927.50 | — | $ | 4,227,927.50 |
Recapitulation of Preferred Stock
Total number of shares of Preferred stock issued: | N/A | N/A | N/A | ||||||
Total number of shares of Preferred stock unissued: | ___________ | ___________ | ___________ | ||||||
Total number of shares of Preferred stock authorized: | ___________ | ___________ | ___________ | ||||||
Total dollar amount of Preferred Capital stock outstanding: | $ | ___________ | $ | ___________ | $ | ___________ |
Page 4 of 4
(116)
CERTIFICATE
OF
STOCK DIVIDEND UNDER SECTION 52
FIRST MORRIS BANK
(Name of Bank)
THIS IS TO CERTIFY that, pursuant to resolution of the Board of Directors adopted at a meeting held on the 16th day of February, 1995, (certified copy attached) a stock dividend has been declared:
1. | The date upon which the dividend declared is to be paid is March 13, 1995; |
2. | The amount of the dividend is $768,924, represented by 42,718 shares of $3.33 par value per share; |
3. | After giving effect to payment of such dividend, the amount of common stock of the institution is $2,998,798.20, and the amount of surplus of the institution is $4,883,036.80. |
IN WITNESS WHEREOF, the bank has caused this certificate to be executed by two officers of the institution pursuant to section 52 of The Banking Act of 1948, as amended, this 9th day of March, 1995.
/s/ Brian Giovinazzi | ||||
Executive Vice President | ||||
(SEAL OF INSTITUTION) | /s/ Karen McMillan | |||
Assistant (Secretary) |
Page 1 of 3
STATE OF NEW JERSEY | ) | |||
) | ss.: | |||
COUNTY OF MORRIS | ) |
On this 9th day of March, 1995, before me personally appeared Brian Giovinazzi and Karen McMillen, and they acknowledged that they signed, sealed and delivered the forgoing instrument as the free and voluntary act and deed of said corporation, made by virtue of authority of its board of directors.
/s/ John G. Hariton |
(A Notary Public of New Jersey) JOHN G. HARITON NOTARY PUBLIC OF NEW JERSEY My Commission Expires September 18, 1997 |
Page 2 of 3
The capital stock position of the institution as a result of this transaction is as follows:
Recapitulation of Common Stock
Status Prior to this Amendment | Changes (+) or (-) due to Amendment | Balance after Amendment | |||||||
Total number of shares outstanding: | 857,822 | 42,718 | 900,540 | ||||||
Total authorized and unissued stock held for stock option plans: | — | — | — | ||||||
Total number of shares authorized but unissued for conversion for Preferred Stock: | — | — | — | ||||||
Total number of shares authorized but unissued under N.J.S.A. 17:9A-6.1 or 8.5: | 10,309 | — | 10,309 | ||||||
Total other authorized and unissued stock: | — | — | — | ||||||
Total number of shares authorized: | 868,131 | 42,718 | 910,849 | ||||||
Total dollar amount of Common Capital stock outstanding: | $ | 2,856,547.26 | $ | 142,250.94 | $ | 2,998,798.20 | |||
Total dollar amount of Surplus: | $ | 4,256,363.74 | $ | 626,673.06 | $ | 4,883,036.80 | |||
Recapitulation of Preferred Stock | |||||||||
Total number of shares of Preferred stock issued: | N/A | ___________ | ___________ | ||||||
Total number of shares of Preferred stock unissued: | ___________ | ___________ | ___________ | ||||||
Total number of shares of Preferred stock authorized: | ___________ | ___________ | ___________ | ||||||
Total dollar amount of Preferred Capital stock outstanding: | $ | ___________ | $ | ___________ | $ | ___________ |
Page 3 of 3
CERTIFICATE OF AMENDMENT
TO
CERTIFICATE OF INCORPORATION
OF
At a meeting of the stockholders of First Morris Bank held on the 18thday of March 1999, 20 days’ written notice of the proposed business having been given by mail, pursuant to resolution of the Board of Directors, it was
RESOLVED FIRST, that issued capital stock of the institution may be purchased by the institution as the Board of Directors shall determine under the provisions of The Banking Act of 1948, as presently enacted, and as from time to time amended and supplemented.
RESOLVED SECOND, that to implement the above resolution, the Certificate of Incorporation be amended to read as follows:
“FOURTH: The amount of authorized capital stock of the institution shall be $3,033,127.17 divided into 910,849 shares of the par value of $3.33 each. The amount of issued capital stock of the institution shall be $3,008,568.42 divided into 903,474 of par value of $3.33. Authorized but unissued capital stock of the institution shall be $24,558.75 divided into 7,375 shares of par value of $3.33. Issued capital stock of the institution may be purchased by the institution as the Board of Directors shall determine under the provision of the Banking Act of 1948, as presently enacted, and as from time to time amended and supplemented. Shares of stock so reacquired by purchase shall be designated as treasury stock, unless resold. Authorized but unissued capital stock and treasury stock may be issued by the Board of Directors under the provisions of The Banking Act of 1948, as presently enacted, and as from time to time amended and supplemented.”
The foregoing resolution was adopted by the holders of more than two-thirds of the capital stock of the institution entitled to vote on the 18th day of March 1999, pursuant to a resolution passed by the Board of Directors on the 17th day of December, 1998, deeming it advisable to adopt the amendment set forth in the said resolution and calling a meeting of stockholders thereof by giving 20 days’ written notice of the same by mail in pursuance of the laws of the State of New Jersey in such case made and provided. At said meeting, the holders of 707,690 shares of capital stock of the institution, all being entitled to vote, voted in favor of the foregoing proposed amendment to the certificate of incorporation of the institution.
The following is a statement of the vote of the stockholders on the foregoing resolutions and also a summary of the total number of shares voted in favor thereof and the total number of shares voted against the same, with a statement of the total number of shares represented at the meeting and the total number of shares issued and outstanding:
1
Total number of shares of issued capital stock outstanding | 903,474 | |
Total number of shares of issued capital stock represented at the meeting | 718,738 | |
Total number of shares of issued capital stock voted in favor of the resolution and amendment | 707,690 | |
Total number of shares of issued capital stock voted against the resolutions and amendment | 11,048 |
It is hereby certified that this is a true and correct report of the vote and of the resolutions adopted at the meeting of the stockholders of this institution held on the date mentioned and that a complete list of the stockholders voting therefor and the number of shares voted by each is on file in the institution.
We further certify that the said amendment to the certificate of incorporation was made in the manner required by Article 19 of Chapter 67, Laws of 1948, as amended.
IN WITNESS WHEREOF, we, Brian Giovinazzi and Georgia Price have hereunto set our hands and seals this 24th day of March, 1999.
/s/ Brian Giovinazzi |
Brian Giovinazzi, President & CEO |
/s/ Georgia Price |
Georgia Price, Vice President |
State of New Jersey, County of Morris: ss: Subscribed and sworn to before me on this 24th day of March, 1999. |
/s/ Mary Ann Fucito |
MARY ANN FUCITO NOTARY PUBLIC OF NEW JERSEY My commission expires March 26, 2001 |
2
AMENDMENT TO THE
CERTIFICATE OF INCORPORATION OF
FIRST MORRIS BANK
At a meeting of the stockholders ofFIRST MORRIS BANK held on the 18thday of March, 1999, 20 days’ written notice of the proposed business having been given by mail, pursuant to resolution of the Board of Directors, it was
RESOLVED FIRST, that it is deemed advisable thatFIRST MORRIS BANK change its name to theFIRST MORRIS BANK AND TRUST and to adopt fiduciary powers,
RESOLVED SECOND, that to provide for the name change, the certificate of incorporation be amended to read as follows:
“FIRST: | The name by which the bank shall be known is the |
FIRST MORRIS BANK AND TRUST.” |
RESOLVED THIRD, that to incorporate fiduciary powers, the certificate of incorporation be amended to read follows:
“THIRD: | The bank shall have power to transact the business of banking in all its branches and, to that end, shall have and may exercise all those powers authorized to be exercised by banks under the provisions of “the Banking Act of 1948” as presently enacted, and as from time to time amended and all those powers which are presently, or in the future may be authorized by law to be exercised by banks. In particular, but without limitation, the bank shall have the power to exercise any fiduciary power which may by law be exercised only by banks which are qualified to act as fiduciaries.” |
The foregoing resolution was adopted by the holders of more than two-thirds of the capital stock of the institution entitled to vote on the 18th day of March, 1999, pursuant to a resolution passed by the Board of Directors on the 17th day of December, 1998, (certified copy attached) deeming it advisable to adopt the amendments set forth in the said resolution and calling a meeting of stockholders thereof by giving 20 days’ written notice of the same by mail in pursuance of the laws of the State of New Jersey in such case made and provided. At said meeting, the holders of 717,829 shares of capital stock of the institution, all being entitled to vote, voted in favor of the foregoing proposed amendment to the certificate of incorporation of the institution.
The following is a statement of the vote of the stockholders on the foregoing resolutions and also a summary of the total number of shares voted in favor thereof and the total number of shares voted against the same, with a statement of the total number of shares represented at the meeting and the total number of shares issued and outstanding:
1
Total number of shares of issued capital stock outstanding | 903,474 | |
Total number of shares of issued capital stock represented at the meeting | 718,738 | |
Total number of shares of issued capital stock voted in favor of the resolutions and amendment | 717,829 | |
Total number of shares of issued capital stock voted against the resolutions and amendment | 909 |
It is hereby certified that this is a true and correct report of the vote and of the resolutions adopted at the meeting of the stockholders of this institution held on the date mentioned and that a complete list of the stockholders voting therefor and the number of shares voted by each is on file in the institution.
We further certify that the said amendment to the certificate of incorporation was made in the manner required by Article 19 of Chapter 67, Laws of 1948, as amended.
IN WITNESS WHEREOF, the president and secretary have hereunto set their hands and the corporate seal of said institution this 24th day of March, 1999.
/s/ Brian Giovinazzi |
Brian Giovinazzi, President & CEO |
/s/ Tammy Brown-Hunt |
Tammy Brown-Hunt, Assistant Secretary |
2
State of New Jersey, County of Morris: ss:
On this 24th day of March, 1999, before me personally appeared Brian Giovinazzi and Tammy Brown-Hunt, who, I am satisfied, are the president and secretary, respectively, of the FIRST MORRIS BANK, the persons who executed the foregoing certificate as such officers of the corporation and I having first made known to Brian Giovinazzi, president and Tammy Brown-Hunt, assistant secretary, the contents thereof, they acknowledged that they signed, sealed and delivered the foregoing instrument as the free and voluntary act and deed of said corporation, made by virtue of authority of its board of directors.
/s/ Mary Ann Fucito |
MARY ANN FUCITO NOTARY PUBLIC OF NEW JERSEY My commission expires March 26, 2001 |
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CERTIFICATE
OF
STOCK DIVIDEND UNDER SECTION 52
FIRST MORRIS BANK
(Name of Bank)
THIS IS TO CERTIFY that, pursuant to resolution of the Board of Directors adopted at a meeting held on the 15th day of February, 2001, (certified copy attached) a stock dividend has been declared:
1. | The date upon which the dividend declared is to be paid is March 8, 2001; |
2. | The amount of the dividend is $2,168,337.60, represented by 90,114 shares of $3.33 par value per share; |
3. | After giving effect to payment of such dividend, the amount of common stock of the institution is $3,308,648.04, and the amount of surplus of the institution is $6,805,842.96. |
IN WITNESS WHEREOF, the bank has caused this certificate to be executed by two officers of the institution pursuant to section 52 of The Banking Act of 1948, as amended, this 2nd day of March, 2001.
/s/ Brian Giovinazzi | ||||
President, Brian Giovinazzi | ||||
(SEAL OF INSTITUTION) | ||||
/s/ Rebecca Dittrich | ||||
Assistant Secretary, Rebecca Dittrich |
1
STATE OF NEW JERSEY | ) | |||
) | ss.: | |||
COUNTY OF MORRIS | ) |
On this 2nd day of March, 2001, before me personally appeared Brian Giovinazzi and Rebecca Dittrich, and they acknowledged that they signed, sealed and delivered the forgoing instrument as the free and voluntary act and deed of said corporation, made by virtue of authority of its board of directors.
/s/ Denise Burzynski |
(A Notary Public of New Jersey) NOTARY PUBLIC OF NEW JERSEY My Commission Expires 11/13/2001 |
2
FIRST MORRIS BANK AND TRUST
The capital stock position of the institution as a result of this transaction is as follows:
Status Prior to this Amendment | Changes (+) or (-) due to Amendment | Balance after Amendment | |||||||
(1) Total Number of Shares Outstanding | 903,474 | 90,114 | 993,588 | ||||||
(2) Total Authorized and Unissued Stock Held For Stock Option Plans | — | — | — | ||||||
(3) Total Number of Shares Authorized But Unissued Under NJSA 17:9A-6.1 or 8.5 | 7,375 | — | 7,375 | ||||||
(4) Total Other Authorized and Unissued Stock | — | — | — | ||||||
Total Number of Shares Authorized (1)+(2)+(3)+(4) | 910,849 | 90,114 | 1,000,963 | ||||||
Total Dollar Amount of Common Capital Stock Outstanding (1) x Par Value ($3.33) | $ | 3,008,568.42 | $ | 300,079.62 | $ | 3,308,648.04 | |||
Total Dollar Amount of Surplus | $ | 4,943,186.58 | $ | 1,862,656.38 | $ | 6,805,842.96 |
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CERTIFICATE
OF
STOCK DIVIDEND UNDER SECTION 52
FIRST MORRIS BANK
(Name of Bank)
THIS IS TO CERTIFY that, pursuant to resolution of the Board of Directors adopted at a meeting held on the 21st day of February, 2002, (certified copy attached) a stock dividend has been declared:
1. | The date upon which the dividend declared is to be paid is March 14, 2002; |
2. | The amount of the dividend is $2,753,604.75, represented by 99,229 shares of $3.33 par value per share; |
3. | After giving effect to payment of such dividend, the amount of common stock of the institution is $3,639,080.61, and the amount of surplus of the institution is $9,229,015.14. |
IN WITNESS WHEREOF, the bank has caused this certificate to be executed by two officers of the institution pursuant to section 52 of The Banking Act of 1948, as amended, this 8th day of March, 2002.
/s/ Brian Giovinazzi | ||||
President, Brian Giovinazzi | ||||
(SEAL OF INSTITUTION) | ||||
/s/ Jane A. Kurek | ||||
Assistant (Secretary), Jane A. Kurek |
1
STATE OF NEW JERSEY | ) | |||
) | ss.: | |||
COUNTY OF MORRIS | ) |
On this 8th day of March, 2002, before me personally appeared Brian Giovinazzi and Jane A. Kurek, and they acknowledged that they signed, sealed and delivered the forgoing instrument as the free and voluntary act and deed of said corporation, made by virtue of authority of its board of directors.
/s/ Peggy E. Howell |
(A Notary Public of New Jersey) PEGGY E. HOWELL NOTARY PUBLIC OF NEW JERSEY My Commission Expires August 2, 2004 |
2
The capital stock position of the institution as a result of this transaction is as follows:
Status Prior to this Amendment | Changes (+) or (-) due to Amendment | Balance after Amendment | |||||||
(1) Total Number of Shares Outstanding: | 993,588 | 99,229 | 1,092,817 | ||||||
(2) Total Authorized and Unissued Stock Held For Stock Option Plans | — | — | — | ||||||
(3) Total Number of Shares Authorized But Unissued Under NJSA 17:9A-6.1 or 8.5 | 7,375 | — | 7,375 | ||||||
(4) Total Other Authorized and Unissued Stock | — | — | — | ||||||
Total Number of Shares Authorized (1)+(2)+(3)+(4) | 1,000,963 | 99,229 | 1,100,192 | ||||||
Total Dollar Amount of Common Capital Stock Outstanding (1) x Par Value ($3.33) | $ | 3,308,648.04 | $ | 330,432.57 | $ | 3,639,080.61 | |||
Total Dollar Amount of Surplus | $ | 6,805,842.96 | $ | 2,423,172.18 | $ | 9,229,015.14 |
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CERTIFICATE
OF
STOCK DIVIDEND UNDER SECTION 52
FIRST MORRIS BANK
(Name of Bank)
THIS IS TO CERTIFY that, pursuant to resolution of the Board of Directors adopted at a meeting held on the 20th day of February, 2003, (certified copy attached) a stock dividend has been declared:
1. | The date upon which the dividend declared is to be paid is March 14, 2003; |
2. | The amount of the dividend is $3,274,230.00, represented by 109,141 shares of $3.33 par value per share; |
3. | After giving effect to payment of such dividend, the amount of common stock of the institution is $4,002,520.14, and the amount of surplus of the institution is $12,139,805.61. |
IN WITNESS WHEREOF, the bank has caused this certificate to be executed by two officers of the institution pursuant to section 52 of The Banking Act of 1948, as amended, this 7th day of March, 2003.
/s/ Brian Giovinazzi | ||||
President, Brian Giovinazzi | ||||
(SEAL OF INSTITUTION) | ||||
/s/ Jane A. Kurek | ||||
Assistant (Secretary), Jane A. Kurek |
1
STATE OF NEW JERSEY | ) | |||
) | ss.: | |||
COUNTY OF MORRIS | ) |
On this 7th day of March, 2003, before me personally appeared Brian Giovinazzi and Jane A. Kurek, and they acknowledged that they signed, sealed and delivered the forgoing instrument as the free and voluntary act and deed of said corporation, made by virtue of authority of its board of directors.
/s/ John Barke |
(A Notary Public of New Jersey) JOHN BARKE NOTARY PUBLIC OF NEW JERSEY My Commission Expires October 3, 2003 |
2
The capital stock position of the institution as a result of this transaction is as follows:
Status Prior to this Amendment | Changes (+) or (-) due to Amendment | Balance after Amendment | |||||||
(1) Total Number of Shares Outstanding | $ | 1,092,817.00 | 109,141 | $ | 1,201,958.00 | ||||
(2) Total Authorized and Unissued Stock Held For Stock Option Plans | — | — | — | ||||||
(3) Total Number of Shares Authorized But Unissued Under NJSA 17:9A-6.1 or 8.5 | 7,375 | — | 7,375 | ||||||
(4) Total Other Authorized and Unissued Stock | — | — | — | ||||||
Total Number of Shares Authorized (1)+(2)+(3)+(4) | 1,100,192 | 109,141 | 1,209,333 | ||||||
Total Dollar Amount of Common Stock Outstanding (1) x Par Value | $ | 3,639,080.61 | $ | 363,439.53 | $ | 4,002,520.14 | |||
Total Dollar Amount of Surplus | $ | 9,229,015.14 | $ | 2,910,790.47 | $ | 12,139,805.61 |
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CERTIFICATE
OF
STOCK DIVIDEND UNDER SECTION 52
FIRST MORRIS BANK
(Name of Bank)
THIS IS TO CERTIFY that, pursuant to resolution of the Board of Directors adopted at a meeting held on the 19th day of February, 2004, (certified copy attached) a stock dividend has been declared:
1. | The date upon which the dividend declared is to be paid is March 12, 2004; |
2. | The amount of the dividend is $5,162,924.00, represented by 120,168 shares of $3.33 par value per share; |
3. | After giving effect to payment of such dividend, the amount of common stock of the institution is $4,402,346.58, and the amount of surplus of the institution is $16,902,903.17. |
IN WITNESS WHEREOF, the bank has caused this certificate to be executed by two officers of the institution pursuant to section 52 of The Banking Act of 1948, as amended, this 12th day of March, 2004.
President: | /s/ Brian Giovinazzi | |||
Brian Giovinazzi | ||||
Assistant Secretary: | /s/ Jane A. Kurek | |||
Jane A. Kurek | ||||
(SEAL OF INSTITUTION) |
1
STATE OF NEW JERSEY | ) | |||
) | ss.: | |||
COUNTY OF MORRIS | ) |
On this 12th day of March, 2004, before me personally appeared Brian Giovinazzi and Jane A. Kurek, and they acknowledged that they signed, sealed and delivered the forgoing instrument as the free and voluntary act and deed of said corporation, made by virtue of authority of its board of directors.
/s/ Ylka C. Padilla |
(A Notary Public of New Jersey) YLKA C. PADILLA NOTARY PUBLIC OF NEW JERSEY My Commission Expires May 24, 2004 |
2
The capital stock position of the institution as a result of this transaction is as follows:
Status Prior to this Amendment | Changes (+) or (-) due to Amendment | Balance after Amendment | |||||||
(1) Total Number of Shares Outstanding | 1,201,958 | 120,068 | 1,322,026 | ||||||
(2) Total Authorized and Unissued Stock Held For Stock Option Plans | — | — | — | ||||||
(3) Total Number of Shares Authorized But Unissued Under NJSA 17:9A-6.1 or 8.5 | 7,375 | — | 7,375 | ||||||
(4) Total Other Authorized and unissued stock | — | — | — | ||||||
Total Number of Shares Authorized (1)+(2)+(3)+(4) | 1,209,333 | 120,068 | 1,329,401 | ||||||
Total Dollar Amount of Common Stock Outstanding (1) x Par Value | $ | 4,002,520.14 | $ | 399,826.44 | $ | 4,402,346.58 | |||
Total Dollar Amount of Surplus | $ | 12,139,805.61 | $ | 4,763,097.56 | $ | 16,902,903.17 |
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CERTIFICATE
OF
STOCK DIVIDEND UNDER SECTION 52
FIRST MORRIS BANK
(Name of Bank)
THIS IS TO CERTIFY that, pursuant to resolution of the Board of Directors adopted at a meeting held on the 17th day of February, 2005, (certified copy attached) a stock dividend has been declared:
1. | The date upon which the dividend declared is to be paid is March 11, 2005; |
2. | The amount of the dividend is $7,113,810.95, represented by 130,409 shares of $3.33 par value per share; |
3. | After giving effect to payment of such dividend, the amount of common stock of the institution is $4,781,503.71, and the amount of surplus of the institution is $23,497,101.74. |
IN WITNESS WHEREOF, the bank has caused this certificate to be executed by two officers of the institution pursuant to section 52 of The Banking Act of 1948, as amended, this 11th day of March, 2004.
/s/ Brian Giovinazzi | ||||
Brian Giovinazzi, President | ||||
(SEAL OF INSTITUTION) | /s/ Jane A. Kurek | |||
Jane A. Kurek, Assistant (Secretary) |
1
STATE OF NEW JERSEY | ) | |||
) | ss.: | |||
COUNTY OF MORRIS | ) |
On this 11th day of March, 2005, before me personally appeared Brian Giovinazzi and Jane A. Kurek, and they acknowledged that they signed, sealed and delivered the forgoing instrument as the free and voluntary act and deed of said corporation, made by virtue of authority of its board of directors.
/s/ Dana T. Schneider |
(A Notary Public of New Jersey) DANA T. SCHNEIDER NOTARY PUBLIC OF NEW JERSEY My Commission Expires December 14, 2009 |
2
The capital stock position of the institution as a result of this transaction is as follows:
Status Prior to this Amendment | Changes (+) or (-) due to Amendment | Balance after Amendment | |||||||
(1) Total number of shares outstanding: | 1,305,478 | 130,409 | 1,435,887 | ||||||
(2) Total authorized and unissued stock held for stock option plans: Total from | 0 | 0 | 0 | ||||||
(3) Total number of shares authorized but unissued under NJSA 17:9A-6.1 or 8.5 | 11,489 | 0 | 11,489 | ||||||
(4) Total other authorized and unissued stock | 0 | 0 | 0 | ||||||
(5) Total number of shares designated as treasury stock | 12,434 | 12,434 | |||||||
Total number of shares authorized (1)+(2)+(3)+(4)+(5) | 1,329,401 | 130,409 | 1,459,810 | ||||||
Total dollar amount of common stock outstanding (1) x par value | $ | 4,347,242 | $ | 434,262 | $ | 4,781,504 | |||
Total dollar amount of Surplus: | $ | 16,817,553 | $ | 6,679,549 | $ | 23,497,102 |
Recapitulation of Stock Option Plans
Name of Plan Section (B) and Additional Pages if Necessary | Total Authorized and Unissued Stock Held Stock Option Plan (1) | Number of Shares Being Issued with This Amendment (2) | Number of Shares Remaining After This Amendment (1) Minus (2) | |||
___________ | ___________ | ___________ | ||||
___________ | ___________ | ___________ | ||||
___________ | ___________ | ___________ | ||||
___________ | ___________ | ___________ | ||||
Total should be the same as Section (A) Line (2) | 0 | 0 | 0 |
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(117)
AMENDMENT
TO
CERTIFICATE OF INCORPORATION
OF
FIRST MORRIS BANK AND TRUST
At a meeting of the stockholders of First Morris Bank and Trust held on the 17th day of March, 2005, 30 days’ written notice of the proposed business having been given by mail, pursuant to resolution of the Board of Directors, it was
RESOLVED FIRST, That it is deemed advisable that the authorized capital stock of the institution be increased from $4,861,168 consisting of 1,459,810 shares of $3.33 par value, to $6,526,167 consisting of 1,959,810 shares of $3.33 par value.
RESOLVED SECOND, That to provide for the above increase in capital stock, the Certificate of Incorporation be amended to read as follows:
“FOURTH: The amount of authorized capital stock of the (bank/capital stock savings bank) shall be $6,526,167, divided into 1,959,810 shares of the par value of $3.33. The amount of issued capital stock of the (bank/capital stock savings bank) shall be $4,781,504, divided into 1,435,887 shares of the par value of $3.33. Authorized but unissued stock of the (bank/capital stock savings bank) shall be $1,703,258, divided into 511,489 shares of the par value of $3.33. Authorized but unissued stock may be issued by the board of Directors under the provisions of the Banking Act of 1948, as presently enacted, and as from time to time amended and supplemented.”
1
The foregoing resolution was adopted by the holders of more than two-thirds of the capital stock institution entitled to vote on the 17th day of March, 2005, pursuant to a resolution passed by the Board of Directors on the 17th day of February, 2005 (certified copy attached) deeming it advisable to adopt the amendment set forth in the said resolution and calling a meeting of stockholders thereof by giving 30 days written notice of the same by mail in pursuance of the laws of the State of New Jersey in such case made and provided. At said meeting, the holders of 970,065* shares of capital stock of the institution, all being entitled to vote, voted in favor of the foregoing proposed amendment to the certificate of incorporation of the institution.
The following is a state of the vote of the stockholders of the foregoing resolutions and also a summary of the total number of shares voted in favor thereof and the total number of shares voted against the same, with a statement of the total number of shares represented at the meeting and the total number of shares issued and outstanding:
Total number of shares of issued capital stock outstanding (#1) | 1,305,478 | ||
Total number of shares of issued capital stock represented at the meeting | 985,690 | ||
Total number of shares of issued capital stock voted in favor of the resolution and amendment | 970,065 | * | |
Total number of shares of issued capital stock voted in against the resolution and amendment | 15,625 |
* | Number of shares should agree |
(#1): Represents shares outstanding prior to 10% stock dividend paid on March 11, 2005.
2
It is hereby certified that this is a true and correct report of the vote and of the resolutions adopted at the meeting of the stockholders of this institution held on the date mentioned and that a complete list of the stockholders voting thereof and the number of shares voted by each is on file in the institution.
We further certify that the said amendment to the certificate of incorporation was made in the manner required by Article 19 of Chapter 67, Laws of 1948, as amended.
IN WITNESS WHEREOF, the president and secretary have hereunto set our hands and the corporate seal of said institution this 28th day of April, 2005.
/s/ Brian Giovinazzi | ||||
President, Brian Giovinazzi | ||||
/s/ Sidney Schlosser | ||||
(SEAL OF INSTITUTION) | Secretary, Sidney Schlosser |
Subscribed and sworn to before me on this 28th day of April, 2005.
/s/ Dana T. Schneider |
(A Notary Public of New Jersey) DANA T. SCHNEIDER NOTARY PUBLIC OF NEW JERSEY My Commission Expires December 14, 2009 |
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The capital stock position of the institution as a result of this transaction is as follows:
RECAPITULATION OF CAPITAL STOCK SCHEDULE
Recapitulation of Common Stock
Status Prior to this Amendment | Changes (+) or (-) due to Amendment | Balance after Amendment | |||||||
(1) Total number of shares outstanding | 1,435,887 | 1,435,887 | |||||||
(2) Total authorized and unissued stock held for stock option plans | | Plan A Plan B Plan C | | Plan A Plan B Plan C | |||||
(3) Total number of shares authorized but unissued under NJSA 17:9A-6.1 or 8.5 | 11,489 | 500,000 | 511,489 | ||||||
(4) Total other authorized and unissued stock | 12,434 | 12,434 | |||||||
Total number of shares authorized (1)+(2)+(3)+(4) | 1,459,810 | 500,000 | 1,959,810 | ||||||
Total dollar amount of common stock outstanding (1) x par value | $ | 4,781,504 | $ | ___________ | $ | 4,781,504 | |||
Total dollar amount of Surplus | $ | 23,497,102 | $ | ___________ | $ | 23,497,102 |
RECAPITULATION OF PREFERRED STOCK
(5) Total amount of shares of preferred stock issued | ___________ | ___________ | ___________ | ||||||
(6) Total Number of Shares of Preferred Stock Unissued | ___________ | ___________ | ___________ | ||||||
Total Number of Shares of Preferred Stock Authorized (5)+(6) | ___________ | ___________ | ___________ | ||||||
Total Dollar Amount of Preferred Stock Outstanding | $ | ___________ | $ | ___________ | $ | ___________ |
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CERTIFICATE
OF
STOCK DIVIDEND UNDER SECTION 52
FIRST MORRIS BANK
(Name of Bank)
THIS IS TO CERTIFY that, pursuant to resolution of the Board of Directors adopted at a meeting held on the 18th day of August, 2005, (certified copy attached) a stock dividend has been declared:
1. | The date upon which the dividend declared is to be paid is October 17, 2005; |
2. | The amount of the dividend is $4,781,504, represented by 1,435,887 shares of $3.33 par value per share; |
3. | After giving effect to payment of such dividend, the amount of common stock of the institution is $9,563,008, and the amount of surplus of the institution is $18,715,598. |
IN WITNESS WHEREOF, the bank has caused this certificate to be executed by two officers of the institution pursuant to section 52 of The Banking Act of 1948, as amended, this 18th day of August, 2005.
/s/ Brian Giovinazzi | ||||
Brian Giovinazzi, President | ||||
(SEAL OF INSTITUTION) | /s/ Jane A. Kurek | |||
Jane A. Kurek, Assistant (Secretary) |
1
STATE OF NEW JERSEY | ) | |||
) | ss.: | |||
COUNTY OF MORRIS | ) |
On this 18th day of August, 2005, before me personally appeared Brian Giovinazzi and Jane A. Kurek, and they acknowledged that they signed, sealed and delivered the forgoing instrument as the free and voluntary act and deed of said corporation, made by virtue of authority of its board of directors.
/s/ Sarina C. Buono |
(A Notary Public of New Jersey) SARINA C. BUONO NOTARY PUBLIC OF NEW JERSEY My Commission Expires May 17, 2007 |
2
The capital stock position of the institution as a result of this transaction is as follows:
Status Prior to this Amendment | Changes (+) or (-) due to Amendment | Balance after Amendment | ||||||||
(1) Total Number of Shares Outstanding | 1,435,887 | 1,435,887 | 2,871,774 | |||||||
(2) Total Authorized and Unissued Stock Held For Stock Option Plans | — | — | — | |||||||
(3) Total Number of Shares Authorized But Unissued Under NJSA 17:9A-6.1 or 8.5 | 511,489 | 511,489 | 1,022,978 | |||||||
(4) Total Other Authorized and Unissued Stock | — | — | — | |||||||
(5) Total Number of Shares Designated as Treasury Stock | 12,434 | 12,434 | 24,868 | |||||||
Total Number of Shares Authorized (1)+(2)+(3)+(4) | 1,959,810 | 1,959,810 | 3,919,620 | |||||||
Total Dollar Amount of Common Stock Outstanding (1) x Par Value | $ | 4,781,504 | $ | 4,781,504 | $ | 9,563,008 | ||||
Total Dollar Amount of Surplus | $ | 23,497,102 | $ | (4,781,504 | ) | $ | 18,715,598 |
3