COMMUNITY BANCORP, INC.
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
April 13, 1999
________________________________________________
NOTICE IS HEREBY GIVEN that the 1999 Annual Meeting of Shareholders of
Community Bancorp, Inc. ("Corporation") will be held at the Main Office
of the Corporation, 17 Pope Street, Hudson, Massachusetts, on Tuesday,
April 13, 1999 at 10 o'clock a.m., for the purpose of considering and
voting upon the following matters:
1. To fix the number of Directors who shall constitute the full
Board of Directors at ten.
2. To elect as Directors the three individuals listed as nominees
in the Proxy Statement accompanying this notice of meeting,
who, together with the seven Directors whose terms of office do
not expire at this meeting, will constitute the full Board of
Directors.
3. Such other matters as may properly be brought before the meeting
and any adjournment thereof.
The record date and hour for determining shareholders entitled to notice
of, and to vote at, the meeting, has been fixed at 5 o'clock p.m., March 1,
1999.
By Order of the Board of Directors,
/s/ Donald R. Hughes, Jr.
----------------------------
Donald R. Hughes, Jr., Clerk
March 23, 1999
PLEASE SIGN THE ENCLOSED FORM OF PROXY AND RETURN IT PROMPTLY IN THE
ENVELOPE PROVIDED FOR THAT PURPOSE. YOU MAY NEVERTHELESS VOTE IN PERSON
IF YOU DO ATTEND THE MEETING.
COMMUNITY BANCORP, INC.
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
April 13, 1999
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 13, 1999.
As of March 1, 1999, 2,944,588 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 1, 1999. 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 ten; and to elect I. George Gould, James A.
Langway and David L. Parker to the Board of Directors of the Corporation to
serve until the Annual Meeting of Shareholders in the year 2002 and until
their successors are duly elected and qualified to serve.
The financial statements of the Corporation for 1998 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 23, 1999.
-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 ten 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 ten. 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 ten. 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 ten and
that the three 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
Shares of Directors
Stock Owned of the
Beneficially Corporation
as of or Its Term
March 1, Predecessor of Principal
Name 1999 (1) Since Office Occupation
---- ------------ ------------ ------ ----------
I. George Gould 123,197 1962 2002 Director of
(2) Corporation
and Community
National Bank;
Chairman,
Gould's, Inc.
James A. Langway 172,604 1976 2002 Director of
(2) Corporation
and Community
National Bank;
President and
CEO of the
Corporation;
President &
CEO of Community
National Bank.
David L. Parker 28,714 1986 2002 Director of
Corporation
and Community
National Bank;
Chairman,
Larkin Lumber Co.
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 1999 (1) Since Office Occupation
---- ------------ ------------ ------ ----------
Alfred A. Cardoza 22,486 1971 2000 Director of
Corporation
and Community
National Bank;
Retired.
Antonio Frias 26,586 1985 2000 Director of
Corporation
and Community
National Bank;
President and
Treasurer, S &
F Concrete
Contractors, Inc.
Horst Huehmer 22,632 1980 2001 Director of
Corporation
and Community
National Bank;
Retired.
Donald R. Hughes, Jr. 110,209 1995 2001 Director of
(2) Corporation
and Community
National Bank;
Treasurer &
Clerk of the
Corporation;
Executive Vice
President &
Cashier of
Community
National Bank.
Dennis F. Murphy, Jr. 438,208 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.
Mark Poplin 153,054 1967 2001 Director of
Corporation
and Community
National Bank;
President and
Treasurer,
Poplin Supply
Co.; Secretary,
Poplin
Furniture Co.
David W. Webster 70,834 1995 2001 Director of
Corporation
and Community
National Bank;
President,
Knight Fuel
Co., Inc.
-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 78,209 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 23, 1999
COMMUNITY BANCORP, INC.
PROXY FOR ANNUAL MEETING OF SHAREHOLDERS
APRIL 13, 1999
KNOW ALL MEN BY THESE PRESENTS, that the undersigned shareholder of
Community Bancorp, Inc. ("Corporation") hereby nominates, constitutes and
appoints Horst Huehmer, Mark Poplin and David W. Webster, and each of
them (with full power to act alone), true and lawful attorneys, agents and
proxies, with power of substitution to each, to attend the Annual Meeting
of the Shareholders of said Corporation to be held at the Main Office of
the Corporation at 17 Pope Street, Hudson, Massachusetts on Tuesday, April
13, 1999 at 10 o'clock a.m., and any adjournments thereof, and thereat to
vote or otherwise act in respect of all the shares of capital stock of said
Corporation that the undersigned shall be entitled to vote, with all powers
the undersigned would posses if personally present, upon the following
matters:
1. To fix the number of Directors For [ ]
who shall constitute the full
Board of Directors at ten. Withheld [ ]
2. To elect as Directors the three For [ ]
individuals listed as nominees
in the Proxy Statement accompanying Withheld [ ]
this Proxy, who, together with the
seven Directors whose terms of office
do not expire at this meeting, will
constitute the full Board of Directors.
3. Such other matters as may properly For [ ]
be brought before the meeting
and any adjournments thereof. Withheld [ ]
THIS PROXY CONFERS AUTHORITY TO VOTE "FOR" THE PROPOSITIONS LISTED ABOVE
UNLESS "WITHHELD" IS INDICATED. IF ANY OF THE INDIVIDUALS LISTED AS
NOMINEES FOR DIRECTOR IN THE PROXY STATEMENT DATED MARCH 23, 1999
ACCOMPANYING NOTICE OF SAID MEETING IS UNAVAILABLE AS A CANDIDATE, OR
ANY OTHER NOMINATION IS MADE OR ANY OTHER BUSINESS IS PRESENTED AT SAID
MEETING, THIS PROXY SHALL BE VOTED IN ACCORDANCE WITH THE JUDGEMENT OF
THE PERSONS ACTING HEREUNDER UNLESS "WITHHELD" IS INDICATED IN RESPONSE
TO ITEM 3 ABOVE.
THIS PROXY IS SOLICITED ON BEHALF OF MANAGEMENT.
Dated:_____________________, 1999
_________________________________
(Signature of Shareholder)
__________________________________
(Signature of Shareholder)
When signing as attorney, executor,
administrator, trustee or guardian,
please give full title
Number of Shares___________________