COMMUNITY BANCORP, INC.
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
April 14, 1998
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: 978-568-8321), for use at the
Annual Meeting of Shareholders of the Corporation to be held on Tuesday,
April 14, 1998.
As of March 2, 1998, 2,926,257 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 2, 1998. 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 Horst Huehmer,
Donald R. Hughes, Jr., Mark Poplin and David W. Webster to the Board of
Directors of the Corporation to serve until the Annual Meeting of
Shareholders in the year 2001 and until their successors are duly elected
and qualified to serve.
The financial statements of the Corporation for 1997 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 24, 1998.
-2-
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.
-3-
Nominees For Election At This Meeting
-------------------------------------
Has Served
on Board of
Directors
Shares of of the
Stock Owned Corporation
Beneficially or Its
as of March Predecessor Term of Principal
Name 2, 1998 (1) Since Office Occupation
- ---- ------------ ------------ ------- -------------------
Horst Huehmer 22,632 1980 2001 Director of
Corporation and
Community National
Bank; Retired.
Donald R. Hughes, Jr. 105,075 1995 2001 Director of
(2) Corporation and
Community National
Bank; Treasurer &
Clerk of the
Corporation;
Executive Vice
President & Cashier
of Community
National Bank.
Mark Poplin 152,764 1967 2001 Director of
Corporation and
Community National
Bank; President and
Treasurer, Poplin
Supply Co.;
Secretary, Poplin
Furniture Co.
David W. Webster 64,177 1995 2001 Director of
Corporation and
Community National
Bank; President,
Knight Fuel Co., Inc.
Directors Continuing in Office
------------------------------
Has Served
on Board of
Directors
Shares of of the
Stock Owned Corporation
Beneficially or Its
as of March Predecessor Term of Principal
Name 2, 1998 (1) Since Office Occupation
- ---- ------------ ----------- ------- -------------------
Alfred A. Cardoza 22,486 1971 2000 Director of
Corporation and
Community National
Bank; Retired
Argeo R. Cellucci 6,728 1968 2000 Director of
Corporation and
Community National
Bank; President,
Cellucci Hudson Corp.
Antonio Frias 19,858 1985 2000 Director of
Corporation and
Community National
Bank; President and
Treasurer, S & F
Concrete Contractors,
Inc.
I. George Gould 118,063 1962 1999 Director of
(2) Corporation and
Community National
Bank; Chairman,
Gould's, Inc.
James A. Langway 164,470 1976 1999 Director of
(2) Corporation and
Community National
Bank; President and
CEO of the
Corporation;
President & CEO of
Community National
Bank
Dennis F. Murphy, Jr. 444,672 1984 2000 Chairman of the
Board of Corporation
and Community
National Bank;
Director of
Corporation and
Community National
Bank; President and
Treasurer, D. Francis
Murphy Insurance
Agency, Inc.
David L. Parker 28,714 1986 1999 Director of
Corporation and
Community National
Bank; Chairman,
Larkin Lumber Co.
-4-
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 73,075 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.
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 24, 1998