EXHIBIT 3.1
AMENDMENT TO BYLAWS
AMENDMENT
TO BYLAWS OF
INTERCHANGE FINANCIAL SERVICES CORPORATION
ADOPTED APRIL 28, 2005
By resolutions adopted by the Board of Directors of Interchange Financial
Services Corporation (the "Corporation"), on April 28, 2005, the Board of
Directors authorized the following amendment to the Corporation's Bylaws:
Section 10 of ARTICLE II is deleted in it its entirety and replaced by the
following:
Section 10 - Director Qualifications
A person is not qualified to serve as a director if he or she (a) is
under indictment for, or has ever been convicted of, a criminal
offense involving dishonesty or breach of trust and the penalty for
such offense could be imprisonment for more than one year; (b) is a
person against whom a federal or state bank regulatory agency has
issued a cease and desist order for conduct involving dishonesty or
breach of trust and that order is final and not subject to appeal; (c)
has been found either by any federal or state regulatory agency whose
decision is final and not subject to appeal or by a court to have (i)
breached a fiduciary duty involving personal profit or (ii) committed
a willful violation of any law, rule or regulation governing banking,
securities, commodities or insurance, or any final cease and desist
order issued by a banking, securities, commodities or insurance
regulatory agency; (d) has been nominated by a person who would be
disqualified from serving as a director of this Corporation under
subsection (a), (b) or (c); or (e) is a party (either directly or
through an affiliate) to litigation or an administrative proceeding
adverse to the Corporation or its bank subsidiary, except (i)
derivative litigation brought in the name of the Corporation or its
bank subsidiary by the director in his or her capacity as a
shareholder of the Corporation or (ii) litigation arising out of a
proxy fight concerning the election of directors of the Corporation or
its bank subsidiary or otherwise involving control of the Corporation
or its bank subsidiary. Each director of the Corporation is obligated
to inform the Corporation immediately of any occurrence which comes
within subsections (a), (b), (c), (d) or (e) of the prior sentence. A
director of the Corporation who becomes unqualified to serve as a
director pursuant to this Section shall forthwith cease to serve as a
director of the Corporation without the necessity of action by the
Board to remove or suspend the director. In case of a director who
becomes unqualified under subsection (e) of the first sentence of this
Section, the director may be considered for re-election to the Board
after the conclusion of the litigation or administrative proceeding.
The Corporation shall confirm in writing to any director who becomes
unqualified to serve as a director of the Corporation, as set forth in
this Section, that the director has become unqualified and shall
forthwith cease to serve as a director of the Corporation. In
addition, notice of said disqualification and cessation of service
shall be given to the directors as well as to the Regional Office of
the Board of Governors of the Federal Reserve System, and as
appropriate, to the Commission of Banking and Insurance of the State
of New Jersey.
Except as hereby specifically amended, the Bylaws of the Corporation shall be
and remain in full force and effect.
The foregoing is certified as an amendment to the Bylaws of the Corporation,
adopted by a majority of the Board of Directors effective as of April 28, 2005.
/s/ Nicholas R. Marcalus
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Nicholas R. Marcalus, Secretary
April 28, 2005