COMMUNITY BANCORP, INC.
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
April 8, 1997
The following information is furnished in connection with the
solicitation of proxies by the management of Community Bancorp, Inc.
("Corporation"), whose principal executive office is located at 17 Pope
Street, Hudson, Massachusetts, (Telephone: 508-568-8321), for use at
the Annual Meeting of Shareholders of the Corporation to be held on
Tuesday, April 8, 1997.
As of March 3, 1997, 2,935,012 shares of common stock of the Corporation
were outstanding and entitled to be voted.
The record date and hour for determining shareholders entitled to vote
has been fixed at 5 o'clock p.m., March 3, 1997. Only shareholders of
record at such time will be entitled to notice of, and to vote at, the
meeting. Shareholders are urged to sign the enclosed form of proxy
solicited on behalf of the management of the Corporation and return it
at once in the envelope enclosed for that purpose. The proxy does not
affect the right to vote in person at the meeting and may be revoked
prior to its exercise. Proxies will be voted in accordance with the
shareholder's directions.
If no directions are given, proxies will be voted to fix the number of
Directors of the Corporation at eleven; and to elect Alfred A. Cardoza,
Argeo R. Cellucci, Antonio Frias and Dennis F. Murphy, Jr. to the Board
of Directors of the Corporation to serve until the Annual Meeting of
Shareholders in the year 2000 and until their successors are duly
elected and qualified to serve; and to increase the authorized common
stock of the Corporation from 4,000,000 shares of common stock, par
value $2.50 per share, to 12,000,000 shares of common stock, par value
$2.50 per share.
The financial statements of the Corporation for 1996 have been mailed to
the shareholders with the mailing of this Notice and Proxy Statement.
The cost of the solicitation of proxies is being paid by the
Corporation. The Proxy Statement will be mailed to shareholders of the
Corporation on or about March 19, 1997.
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DETERMINATION OF NUMBER OF DIRECTORS
AND ELECTION OF DIRECTORS
The persons named as proxies intend to vote to fix the number of
Directors for the ensuing year at eleven and vote for the election of
the persons named below as Nominees for Election at This Meeting as
Directors, each to hold office until the annual meeting held in the
year indicated in the column designated "Term of Office." If any
nominee should not be available for election at the time of the
meeting, the persons named as proxies may vote for another person in
their discretion or may vote to fix the number of Directors at less
than eleven. The management does not anticipate that any nominee
will become unavailable.
The By-laws of the Corporation provide in substance that the
Board of Directors shall be divided into three classes as nearly
equal in number as possible, and that the term of office of one class
shall expire and a successor class be elected at each annual meeting
of the shareholders.
The present number of Directors is eleven. It is proposed by
the Board that at the meeting the number of Directors who shall
constitute the full Board of Directors until the next annual meeting
be fixed at eleven and that the four nominees listed below be elected
to serve until the date indicated opposite their names. All of the
nominees are currently Directors.
Opposite the name of each nominee and each continuing Director
in the following table is shown: (1) the number of shares of stock
of the Corporation owned beneficially by each such person; (2) for
those persons serving as Directors of the Corporation, the date on
which such person's term of office as Director began; (3) the term of
office for which such person will serve; and (4) such person's
current principal occupation or employment.
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Nominees For Election at This Meeting
-------------------------------------
Has Served
on Board of
Shares of Directors
Stock Owned of the
Beneficially Corporation
as of or Its Term
March 1, Predecessor of Principal
Name 1997 (1) Since Office Occupation
- ---- ------------ ----------- ------ ----------
Alfred A. Cardoza 22,486 1971 2000 Director of
Corporation and Hudson
National Bank;
Retired
Argeo R. Cellucci 6,728 1968 2000 Director of
Corporation and Hudson
National Bank;
President, Cellucci
Hudson Corp.
Antonio Frias 19,858 1985 2000 Director of
Corporation and Hudson
National Bank;
President and
Treasurer, S & F
Concrete Contractors.
Dennis F. Murphy, Jr. 446,272 1984 2000 Chairman of the Board
of Corporation and
Hudson National Bank;
Director of
Corporation and Hudson
National Bank;
President & Treasurer,
D. Francis Murphy
Insurance Agency, Inc.
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Directors Continuing in Office
------------------------------
Has Served
on Board of
Shares of Directors
Stock Owned of the
Beneficially Corporation
as of or Its Term
March 1, Predecessor of Principal
Name 1997 (1) Since Office Occupation
- ---- ------------ ----------- ------ ----------
I George Gould 127,468 1962 1999 Director of
(2) Corporation and Hudson
National Bank;
Chairman, Gould's, Inc.
Horst Huehmer 22,632 1980 1998 Director of
Corporation and Hudson
National Bank; Retired.
Donald R. Hughes, Jr. 97,822 1995 1998 Director of
(2) Corporation and Hudson
National Bank;
Treasurer and Clerk of
the Corporation;
Executive Vice
President and Cashier
of Hudson National
Bank.
James A. Langway 156,899 1976 1999 Director of
(2) Corporation and Hudson
National Bank;
President and CEO of
the Corporation and of
Hudson National Bank.
David L. Parker 28,714 1986 1999 Director of
Corporation and Hudson
National Bank;
Chairman, Larkin
Lumber Co.
Mark Poplin 152,764 1967 1998 Director of
Corporation and Hudson
National Bank;
President & Treasurer,
Poplin Supply Co.;
Secretary, Poplin
Furniture Co.
David W. Webster 64,177 1995 1998 Director of
Corporation and Hudson
National Bank;
President, Knight Fuel
Co., Inc.
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Notes:
1. Beneficial ownership of stock for the purpose of this
statement includes securities owned by the spouse and minor
children and any relative with the same address. Certain
Directors may disclaim beneficial ownership of certain of
the shares listed beside their names.
2. Includes 65,822 shares held by CBI ESOP as to which Messrs.
Gould, Hughes and Langway are co-trustees.
The affirmative vote of the holders of a majority of the common
stock of the Corporation present or represented and voting at the
meeting is required to fix the number of Directors. The affirmative
vote of a plurality of the votes cast by shareholders is required to
elect Directors.
PROPOSED INCREASE IN AUTHORIZED
NUMBER OF SHARES OF COMMON STOCK
--------------------------------
The Board of Directors has unanimously adopted a resolution
that, subject to shareholder approval, the Corporation amend its
Articles of Organization to increase the number of authorized shares
of the Corporation's common stock, par value $2.50 per share, from
4,000,000 shares to 12,000,000 shares, and that the appropriate
officers of the Corporation file with the Massachusetts Secretary of
State an amendment to the Corporation's Articles of Organization to
effect the foregoing.
There are no authorized but unissued shares of the Corporation
reserved for issuance for any particular purpose. The Board of
Directors has authority to cause authorized but unissued shares to be
issued for any proper corporate purpose without further action by
shareholders.
The rights of the Corporation's additional 8,000,000 shares of
common stock, par value $2.50, will be the same as the presently
outstanding shares of common stock.
The affirmative vote of the holders of a majority of the shares
of common stock of the Corporation outstanding and entitled to vote
at the meeting is required for approval of the proposal that the
common stock, par value $2.50 per share, of the Corporation, be
increased from 4,000,000 shares to 12,000,000 shares and that the
appropriate officers of the Corporation file an amendment to the
Corporation's Articles of Organization to effect the foregoing.
If the necessary affirmative votes are received, the
Corporation proposes to make the recommended amendments to its
Articles of Organization effective at the close of business on April
8, 1997, by filing Articles of Amendment in the Office of the
Secretary of the Commonwealth of Massachusetts stating that the
amendment shall become effective at that time. Upon the filing of
the Articles of Amendment, all shareholders of the Corporation will
be bound by the amendment, whether or not that have voted in favor
thereof.
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The Board of Directors recommends a vote FOR the increase of
the number of authorized shares of Corporation's common stock, and
unless otherwise directed, proxies will be voted in favor of such
increase.
OTHER MATTERS
-------------
The management knows of no business which will be presented for
consideration at the meeting other than that set forth in this Proxy
Statement. However, if any such business comes before the meeting,
the persons named as proxies will vote thereon according to their
best judgment.
By order of the Board of Directors
/s/ James A. Langway
_____________________
James A. Langway
President
Hudson, Massachusetts
March 19, 1997
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