UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For Quarterly period ended March 31, 1996
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
Commission File No. 0-13888
CHEMUNG FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)
New York 16-1237038
(State or other jurisdiction of I.R.S. Employer
incorporation or organization) Identification No.
One Chemung Canal Plaza, Elmira, NY 14902
(Address of principal executive offices) (Zip Code)
(607) 737-3711
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
YES XX NO
Indicate the number of shares outstanding of each of the issuer's
classes of common stock as of March 31, 1996:
Common Stock, $5 par value -- outstanding 2,084,611 shares
CHEMUNG FINANCIAL CORPORATION AND SUBSIDIARY
INDEX
PAGE
PART I. FINANCIAL INFORMATION
Item 1: Financial Statements
Condensed Consolidated Statements of Condition 1
Condensed Consolidated Statements of Income 2
Condensed Consolidated Statements of Cash Flow 3
Notes to Condensed Consolidated Financial
Statements 4
Item 2: Management's Discussion and Analysis of
Financial Condition and Results of Operations 5
PART II. OTHER INFORMATION
Item 4: Submission of Matters to a Vote of
Security Holders 12
Item 5: Other Information 12
Item 6: Exhibits and Reports on Form 8-K 13
All other items required by Part II are either inapplicable or
would require an answer which is negative.
SIGNATURES 15
PART I. FINANCIAL INFORMATION
Item 1: Financial Statements
CHEMUNG FINANCIAL CORPORATION AND SUBSIDIARY
CONDENSED CONSOLIDATED BALANCE SHEETS
March 31 Dec 31
1996 1995
ASSETS
Cash and due from Banks $39,764,344 $27,293,592
Int.-bearing deposits with other financial inst. 124,505 90,206
Federal Funds Sold 17,000,000 10,000,000
Securities Held to Maturity, fair value of 7,837,804 7,582,044
$7,837,404 in 1996 and $7,581,519 in 1995
Securities Available for Sale, at fair value 176,262,462 171,882,062
Loans 262,876,845 263,001,304
Allowance for Loan Losses 3,922,125 3,900,000
Loans, Net 258,954,720 259,101,304
Premises and Equipment, Net 10,294,782 10,290,702
Goodwill and deposit base Intangible,
net of accumulated amortization 7,843,411 7,990,237
Other Assets 7,326,928 7,662,639
Total Assets $525,408,956 $501,892,786
LIABILITIES
Deposits: Non-interest Bearing $ 80,277,969 $ 83,591,381
Interest Bearing 371,736,061 343,287,511
Total Deposits 452,014,030 426,878,892
Securities sold under Agreements to Repurchase 11,810,088 13,381,581
Other Liabilities 8,627,913 8,733,415
Total Liabilities 472,452,031 448,993,888
SHAREHOLDERS' EQUITY
Common Stock, $5.00 par value per share; authorized 10,750,335 10,750,335
3,000,000 shares, issued: 2,150,067
Surplus 10,101,804 10,068,563
Retained Earnings 30,956,061 29,930,969
Treasury Stock, at cost (1996 - 65,456 shares; (1,536,431) (1,579,298)
1995 - 56,586)
Net unrealized gain (loss) on securities
Available for Sale, net of taxes 2,685,156 3,728,329
Total Shareholders' Equity 52,956,925 52,898,898
Total Liabilities & Shareholders' Equity $525,408,956 $501,892,786
See Accompanying Notes to Condensed Consolidated Financial Statements
CHEMUNG FINANCIAL CORPORATION AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
3 Months Ended
March 31
INTEREST INCOME 1996 1995
Interest and Fees on Loans $6,083,254 $5,583,389
Interest and Dividends on
Investment Securities 2,739,171 3,104,730
Interest on Federal Funds Sold 131,958 115,658
Income Interest Bearing Deposits 84,271 39,212
Total Interest Income 9,038,654 8,842,989
INTEREST EXPENSE
Deposits 3,418,161 3,308,164
Securities Sold Under Agreements
to Repurchase and Funds Borrowed 132,520 235,872
Total Interest Expense 3,550,681 3,544,036
Net Interest Income 5,487,973 5,298,953
Provision for Loan Losses 150,000 200,000
Net Interest Income after Provision
for Loan Losses 5,337,973 5,098,953
Realized Gains-Security Transactions 384,152 45,279
Other Operating Income 1,532,967 1,469,216
Total Operating Income 7,255,092 6,613,448
Other Operating Expenses 4,895,500 4,773,572
Income before Taxes 2,359,592 1,839,876
Income Taxes 813,345 585,755
Net Income $1,546,247 $1,254,121
Net Income per Share $0.74 $0.60
See Accompanying Notes to Condensed Consolidated Financial Statements
CHEMUNG FINANCIAL CORPORATION AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
Three Months Ended
March 31
1996 1995
OPERATING ACTIVITIES
Net Income $1,546,247 $1,254,121
Adjustments to Reconcile Net Income to Net Cash
Provided by Operating Activities:
Amortization of Deposit Base Intangible 146,826 146,826
Provision for Loan Losses 150,000 200,000
Provision for Depreciation and Amortization 364,465 275,944
Amortization for Investment Securities, Net 71,800 (210,157)
(Gain) Loss on Investment Security Sales, Net (384,152) (45,279)
(Increase) Decrease in Accrued Interest Receivable
and Other Assets 335,711 (151,298)
Increase (Decrease) in Accrued Interest Payable,
Taxes and Other Liabilities (106,194) (202,178)
Net Cash Provided by Operating Activities 2,124,703 1,267,979
INVESTING ACTIVITIES
Proceeds from Maturities of Securities - AFS 8,373,001 28,820,204
Proceeds from Maturities of Securities -HTM 2,086,622 2,048,498
Proceeds from Sales of Securities - AFS 15,205,732 84,512
Purchases of Securities - AFS (28,690,055) (14,725,054)
Purchases of Securities - HTM (2,342,282) (3,466,434)
Purchases of Bank Premises and Equipment, Net (368,545) (1,188,678)
Loan Originations, Net of Repayments
and Other Reductions (198,260) (9,369,000)
Proceeds from Sale of Student Loans 194,844 422,777
Net Cash Used by Investing Activities (5,738,943) 2,626,825
FINANCING ACTIVITIES
Net Increase (Decrease) in Demand Deposits, NOW,
Savings and Insured Money Market Accounts 12,370,533 7,874,836
Net Increase (Decrease) in Certificates of Deposit
and Individual Retirement Accounts 12,764,605 10,565,057
Net Increase (Decrease) in Short term Borrowings (1,571,493) 9,473,274
Sale of Treasury Shares 202,020 0
Purchase of Treasury Shares (125,912) 0
Cash Dividends Paid (520,462) (456,027)
Net Cash Provided by Financing Activities 23,119,291 27,457,140
Net Increase (Decrease) in Cash and Cash Equivalents 19,505,051 31,351,944
Cash and Cash Equivalents at Beginning of Year 37,383,798 32,380,592
Cash and Cash Equivalents at End of Period $56,888,849 $63,732,536
See Accompanying Notes to Condensed Consolidated Financial Statements
CHEMUNG FINANCIAL CORPORATION AND SUBSIDIARY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
1. Chemung Financial Corporation, a one-bank holding company, commenced
operations on June 1, 1985 for the purpose of acquiring all the
outstanding shares of the Chemung Canal Trust Company, Elmira, NY. The
Trust Company's stock was acquired through the issuance of 431,498 shares
of the Corporation's stock in a transaction accounted for as a pooling of
interests.
2. The condensed consolidated financial statements included herein reflect
all adjustments which are, in the opinion of management, of a normal
recurring nature and necessary to present fairly the Corporation's
financial position as of March 31, 1996 and December 31, 1995, results of
operations for the three-month periods ended March 31, 1996 and 1995 and
changes in cash flow position for the three-month periods ended March 31,
1996 and 1995.
3. Net income per share for the periods presented have been computed by
dividing net income by 2,084,611 average shares outstanding for March 31,
1996 and 2,093,481 average shares outstanding for March 31, 1995.
4. Goodwill, which represents the excess of purchase price over the fair
value of identifiable assets acquired, is being amortized over 15 years on
the straight-line method. Deposit base intangible, resulting from the
Bank's purchase of deposits from the Resolution Trust Company in 1994, is
being amortized over the expected useful life of 15 years on a straight-
line basis. Amortization periods are monitored to determine if events and
circumstances require such periods to be reduced. Periodically, the
Corporation reviews its goodwill and deposit base intangible assets for
events or changes in circumstances that may indicate that the carrying
amount of the assets are not recoverable.
5. The Financial Accounting Standards Board issued Statement of Financial
Accounting Standards No. 122 ("SFAS No. 122") Accounting for Certain
Mortgage Banking Activities, an Amendment of FASB Statement No. 65. This
statement amends certain provisions of Statement 65 to eliminate the
accounting distinction between rights to service mortgage loans for others
that are acquired through loan origination activities and those acquired
through purchase transactions. The Corporation presently recognizes
servicing rights acquired only through loan underwriting transactions.
The Corporation adopted SFAS No. 122 on January 1, 1996 and there was no
material impact upon its financial statements.
CHEMUNG FINANCIAL CORPORATION FORM 10-Q (MARCH 31, 1996) NOTES (CONTINUED)
6. The Financial Accounting Standards Board issued Statement of Financial
Accounting Standards No. 123 ("SFAS no. 123") Accounting for Stock-Based
Compensation which encourages, but does not require, companies to use a
fair value based method of determining compensation cost for grants of
stock options under stock-based employee compensation plans. Companies
electing to continue accounting for these plans under the provisions of
Opinion 25 will be required to present pro forma disclosures of net income
and net income per share, as if a fair value based method had been
applied. The Corporation adopted SFAS No. 123 on January 1, 1996 and
there was no material impact upon its financial statements as the
Corporation does not currently have a stock-based compensation plan.
Item 2: Management's Discussion and Analysis of Financial
Condition and Results of Operation
Consolidated total assets at March 31, 1996 were $525.4 million, an
increase of $23.5 million (4.69%) from the beginning of the year. As was the
case in 1995, state aid funds to local school districts were deposited on the
last business day of the quarter accounting for the majority of this increase.
The offsetting debits to deposit increases since December 31, 1995 are reflected
in the increases in Cash and due from Banks and Federal Funds Sold.
Total loan balances as of March 31, 1996 were $262.9 million, down $124.5
thousand from the beginning of the year. The December 31, 1995 loan balances
included an unusually large overdraft ($3.1 million) which was cleared on the
first business day of 1996. With the exception of this item, other loan
balances were $3.0 million or 1.16% higher than the beginning of the year.
Growth in the loan portfolio was seen in both the Commercial and Consumer loan
sectors with increases of $2.2 million (2.50%) and $2.5 million (4.76%)
respectively. Much of the growth in the Commercial portfolio was due to the
addition of a new Floor Plan account with Floor Plan balances increasing $1.4
million from the beginning of the year. Consumer loan growth can be attributed
primarily to our strong indirect auto lending program as well as seasonal
student loan borrowings. The above increases were offset by seasonal declines
in Mortgages, Home Equity and Credit Card loans. Significant marketing efforts
are being concentrated in these areas and we are encouraged by the activity we
are beginning to see.
Total deposits at March 31, 1996 were $452.0 million versus $426.9 million
at the beginning of the year, a $25.1 million (5.89%) increase. As mentioned
previously, this increase was primarily due to state aid funds received by local
school districts and deposited on the last business day of the quarter. The
timing of the receipt of these funds presents an opportunity to us as the yield
curve for securities investments has turned strongly positive. It is
management's intent to bid to retain much of these deposits to fund intermediate
term U.S. Treasury and Agency securities to take advantage of the positive yield
spreads.
The Available for Sale segment of the securities portfolio was $171.8
million compared to $165.6 million at the beginning of the year. Interest rates
trended upward toward the end of the quarter, causing the Allowance Valuation to
decline by $1.8 million. The Held to Maturity segment of the portfolio was $7.8
million versus $7.6 million at the beginning of the year.
Amortized cost and fair value, maturity duration, and unrealized gains and
losses for the components in each of the Available for Sale and Held to Maturity
categories of the security portfolio as of March 31, 1996 are set forth in the
following tables:
AVAILABLE FOR SALE HELD TO MATURITY
Amortized Fair Amortized Fair
Cost Value Cost Value
U.S. Treasury and other
U.S. Govt. Agencies $111,902,889 $111,791,186 $ - $ -
Mtg. Backed Securities 33,362,783 32,990,260 - -
Obligations of states and
Political subdivisions 21,744,285 21,989,864 7,832,804 7,832,804
Other bonds and notes 2,279,329 2,328,558 5,000 4,600
Corporate Stocks 2,491,305 7,162,594 - -
$171,780,591 $176,262,462 $ 7,837,804 $ 7,837,404
The carrying value and weighted average yields by years to maturity for
securities available for sale are as follows (excluding corporate stocks):
MATURING
Within One Year After One, Within Five
Amount Yield Amount Yield
U.S. Treasury and other
U.S. Govt. Agencies $ 41,675,150 6.17% $ 59,486,966 6.31%
Mtg. Backed Securities - - - -
Obligations of states and
Political subdivisions 4,817,704 4.91% 14,940,257 4.83%
Other bonds and notes 1,517,995 8.19% 810,563 8.86%
Total $ 48,010,849 6.11% $ 75,237,786 5.75%
MATURING
After Five, Within Ten After Ten Years
Amount Yield Amount Yield
U.S. Treasury and other
U.S. Govt. Agencies $ 10,629,070 6.51% $ - -
Mtg. Backed Securities 4,787,772 6.69% 28,202,488 7.90%
Obligations of states and
Political subdivisions 2,018,857 4.71% 213,046 4.71%
Other bonds and notes - - - -
Total $ 17,435,699 6.35 $ 28,415,534 7.87%
The amortized cost and weighted average yields by years to maturity for
securities held to maturity as of March 31, 1996 are as follows:
MATURING
Within One Year After One, Within Five
Amount Yield Amount Yield
Obligations of states and
Political subdivisions $ 4,996,043 3.86% $ 1,818,211 5.32%
Other bonds and notes - - 5,000 5.50%
Total $ 4,996,043 3.86% $ 1,823,211 5.34%
MATURING
After Five, Within Ten After Ten Years
Amount Yield Amount Yield
Obligations of states and
Political subdivisions $ 1,018,550 6.41% $ - -
Other bonds and notes - - - -
Total $ 1,018,550 6.41% $ - -
There are no securities of a single issuer (other than securities of the
U.S. Government and its agencies) that exceed 10% of shareholders equity at
March 31, 1996 in either the Available for Sale or Held to Maturity categories.
Gross unrealized gains and gross unrealized losses on securities available
for sale and held to maturity were as follows:
AVAILABLE FOR SALE HELD TO MATURITY
Unrealized Unrealized Unrealized Unrealized
Gains Losses Gains Losses
U.S. Treasury and other
U.S. Govt. Agencies $ 592,444 $ 704,147 $ - $ -
Mtg. Backed Securities - 372,522 - -
Obligations of states and
Political subdivisions 292,825 47,247 - -
Other bonds and notes 49,229 - - 400
Corporate Stocks 4,671,289 - - -
$ 5,605,787 $ 1,123,916 $ - $ 400
Gross realized gains on sales of securities Available for Sale for the
three-month period ended March 31, 1996 were $384,152.
Included in the Corporate Stocks component in the above tables are 17,174
shares of Student Loan Marketing Association ("Sallie Mae") at a cost basis of
$5,499 and market value of $1,326,692. These shares were acquired as preferred
shares (a permitted exception to the U.S. Government regulation banning bank
ownership of equity securities) in the original capitalization of the U.S.
Government Agency. Later, the shares were converted to common stock as Sallie
Mae recapitalized. Additionally, at March 31, 1996 , the banking subsidiary's
equity portfolio held marketable investments in listed securities totalling
$94,995 at cost with a total market value of $3,390,681. These shares were
acquired prior to the enactment of the Banking Act of 1933. Other equities
included in the bank portfolio are 9,964 shares of Federal Reserve Bank and
15,044 shares of the Federal Home Loan Bank of New York valued at $498,200 and
$1,504,400 respectively. Management has no current plans for selling these
investments.
Consolidated net earnings for the first quarter of 1996 were $1.546 million,
an increase of $292 thousand (23.29%) from the prior year. Net earnings per
share for the period were $0.74 on 2,084,611 average shares outstanding versus
$0.60 on 2,093,481 shares outstanding the prior year. Earnings for the first
quarter were enhanced by realized after tax gains of $230 thousand on the sale
of $15 million of U.S. Treasury securities. Proceeds from the sale were
reinvested in U.S. Government Agency securities at approximately the same book
yield as the securities sold.
In addition to the above, earnings for the first quarter of 1996 were
positively impacted by a $189 thousand (3.57%) increase in Net Interest Income
due to a higher level of average loan balances compared to the first quarter of
1995, as well as a $64 thousand (4.34%) increase in Other Operating Income.
At the present time, Congress is considering legislation for the
recapitalization of the Savings Association Insurance Fund ("SAIF") which would
include a one-time charge to banks having deposits insured by the SAIF. If
enacted, approximately $36 million of the Bank's deposits will be subjected to
this assessment, which could result in a one-time expense of anywhere from $275
thousand to $320 thousand.
Proceeds from the maturities and sales of securities and student loans
trailed purchases of securities and loan originations, net of repayments and net
purchases of premises and equipment by $5.7 million during the first quarter of
1996. This compares to the first quarter of 1995 when proceeds from the
maturities and sales of securities and student loans exceeded purchases of
securities, loan originations, net of repayments and net purchases of premises
and equipment by $2.6 million. Proceeds from the sale of Available for Sale
securities was $15.2 million during the quarter versus $84.5 thousand in the
previous year due to the previously discussed sale of U.S. Treasury Notes.
Securities purchases during the quarter were $31.0 million versus $18.2 million
in 1995, while loan originations, net of repayments were $198.3 thousand versus
$9.4 million during the first quarter of 1995.
Net cash provided by financing activities amounted to $23.1 million during
the first quarter as opposed to $27.5 million the previous year. Core deposits
(Demand, NOW, Savings and Insured Money Market Accounts) increased $12.4 million
while certificates of deposit and individual retirement accounts increased $12.8
million. During the period, the Corporation purchased 4,518 Treasury shares at
an average price of $27.87 per share, and sold 7,280 Treasury shares at $27.75
per share. All of said 7,280 shares sold were purchased by the Corporation's
subsidiary's Profit-Sharing, Savings and Investment Plan (401-K).
Based upon past experience as well as an ongoing review of the risk in our
loan portfolio, management decided to reduce the loan loss provision for the
first quarter from $200 thousand to $150 thousand. At 190% of non-performing
loans and 1.49% of total loans, the reserve is viewed by management as adequate
relative to risk. Non performing loans at March 31, 1996 constituted 0.79% of
total loans.
Changes in the allowance for possible loan losses for the three months ended
March 31, 1996 is as follows:
March 31, 1996
Amount (000's)
Balance at beginning of period $ $3,900
Charge-offs:
Domestic:
Commercial, financial and agricultural 35
Commercial mortgages 0
Residential mortgages 0
Consumer loans 117 $ 152
Recoveries:
Domestic:
Commercial, financial and agricultural $ 3
Commercial mortages 0
Residential mortgages 0
Consumer loans 21
$ 24
Net charge-offs $ 128
Additions charged to operations 150
Balance at end of period $ 3,922
Ratio of net charge-offs during the period
to average loans outstanding during the period .05%
Included in the allowance for possible loan losses at March 31, 1996 is an
allowance for impaired loans of $212 thousand versus $199 thousand at the
beginning of the year. Management distinguishes between impaired and
non-accrual loans as follows:
Impaired Loans - A loan would be considered impaired when it is probable that
after having considered current information and events regarding the borrower's
ability to repay their obligations, the Corporation will be unable to collect
all amounts due according to the contractual terms of the loan agreement.
Non-Accrual Loans - A loan is placed on nonaccrual when it becomes past due and
is referred to legal counsel, or in the case of a commercial loan which becomes
90 days delinquent, or in the case of a consumer loan (not guaranteed by a
government agency) or a real estate loan which becomes 120 days delinquent
unless, because of collateral or other circumstances, it is deemed to be
collectible. When placed on nonaccrual, previously accrued interest is
reversed. Loans may also be placed in nonaccrual if management believes such
classification is warranted for other reasons.
At March 31, 1996, the allocation of the allowance for loan losses is as
follows:
Reported Period
March 31, 1996
Balance at end of period
applicable to:
Percent of Loans in each
Amount Category to Total Loans
Domestic: $1,690,060 100.00%
Commercial, financial
and agricultural 1,173,448 32.84%
Commercial mortgages 301,738 3.69%
Residential mortgages 26,042 23.34%
Consumer loans 188,832 40.13%
Unallocated: 2,232,065 N/A
Total $3,922,125 100.00%
For the periods ended March 31, 1996 and Decmeber 31, 1995, the following
table summarized the Corporation's nonaccrual and past due loans:
Amounts (000's)
March 31 December 31
1996 1995
Nonaccrual loans $1,422 $1,119
Accruing loans past due $ 642 $ 681
90 days or more
At March 31, 1996, the Corporation has no commercial loans for which
payments are presently current but the borrowers are currently experiencing
severe financial difficulties. At March 31, 1996, no loan concentrations to
borrowers engaged in the same or similar industries exceeded 10% of total loans
and the Corporation has no interest-bearing assets other than loans that meet
the nonaccrual, past due, restructured or potential problem loan criteria.
On March 31, 1996 , the Corporations's consolidated leverage ratio
was 8.64% . The Tier I and Total Risk Adjusted Capital ratios were 15.45% and
16.70%, respectively.
PART II. OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders
The Annual Meeting of Shareholders was held on April 2, 1996 for the sole
purpose of electing eight board members, all currently serving. Seven of the
nominees were proposed for three-year terms and one nominee was proposed for a
one-year term. Proxies for the meeting were solicited pursuant to Section 14(a)
of the Securities Exchange Act of 1934 and there was no solicitation in
opposition to management's proposal.
Voting at said meeting for the proposed election of nominees was as
follows:
Shares
Voted Shares
Nominee "For" "Withheld"
Three-Year Terms:
Robert E. Agan 1,838,521 31,744
Donald L. Brooks, Jr. 1,838,721 31,544
Stephen M. Lounsberry III 1,840,130 30,135
Boyd McDowell II 1,840,130 30,135
Thomas K. Meier 1,830,328 39,937
Charles M. Streeter, Jr. 1,840,130 30,135
Nelson Mooers van den Blink 1,840,130 30,135
One-Year Term:
Jan P. Updegraff 1,839,735 30,530
Of the 2,084,611 outstanding shares eligible for voting at said meeting,
214,346 shares were not voted.
The following are members of the board of directors whose terms have not
expired and who continued in office following the meeting: John W. Bennett,
David J. Dalrymple, Robert H. Dalrymple, Richard H. Evans, Edward B. Hoffman,
Natalie B. Kuenkler, Ralph H. Meyer, John F. Potter, Samuel J. Semel, Richard W.
Swan, William A. Tryon and William C. Ughetta
Item 5. Other Information
Addressing an issue of management succession, on February 14, 1996 the board
of directors elected John W. Bennett to the position of Chairman of the Board
and CEO and concurrently elected Jan P. Updegraff to the position of President
and COO. In conjunction with these elections, the board of directors approved
an amendment to the corporation's bylaws increasing the number of board
positions from nineteen to twenty and elected Mr. Updegraff a member of the
board to fill the vacancy created by the bylaws amendment.
Item 6. Exhibits and Reports on Form 8-K
(a) Applicable Exhibits
(3.1) Certificate of Incorporation is filed as Exhibit 3.1 to Registrant's
Registration Statement on Form S-14, Registration No. 2-95743, and
is incorporated herein by reference.
Certificate of Amendment to the Certificate of Incorporation,
filed with the Secretary of State of New York on April 1, 1988,
is incorporated herein by reference to Exhibit A of the
registrant's Form 10-K for the year ended December 31, 1988,
File No. 0-13888.
(3.2) Bylaws of the Registrant, as amended to February 14, 1996.
Exhibit A
(27) Financial Data Schedule (EDGAR version only)
(b) Reports on Form 8-K
During the quarter ended March 31, 1996, no reports on Form 8-K
or amendments to any previously-filed Form 8-K were filed by
the registrant.
FORM 10-Q
QUARTERLY REPORT
EXHIBIT INDEX
FOR PERIOD ENDING MARCH 31, 1996
CHEMUNG FINANCIAL CORPORATION
ELMIRA, NEW YORK
EXHIBIT A Amended Bylaws Effective February 14, 1996
CHEMUNG FINANCIAL CORPORATION
BY-LAWS
Amended to February 14, 1996
ARTICLE I
Offices
SECTION 1. Principal Office
The principal office of the corporation shall be located in the City of
Elmira, County of Chemung and State of New York.
SECTION 2. Other Offices
The corporation may also have such other offices, either within or without
the State of New York, as the Board of Directors may from time to time determine
or the business of the corporation may require.
ARTICLE II
Shareholders
SECTION 1. Place of Meetings of Shareholders
Meetings of shareholders may be held at such place, within or without the
State of New York, as may be fixed by the Board of Directors.
SECTION 2. Annual Meeting of Shareholders
A meeting of shareholders shall be held annually on such date and at such
place and time as may be fixed by the Board of Directors for the election of
directors and the transaction of other business.
SECTION 3. Special Meetings of Shareholders
Special meetings of the shareholders may be called by the Board of
Directors or by the chairman of the board or by the president. Such call shall
state the purpose or purposes of the proposed meeting. Business transacted at
any special meeting shall be confined to the purpose or purposes for which the
meeting is called.
SECTION 4. Fixing Record Date
The Board of Directors may fix, in advance, a date as the record date for
purpose of determining the shareholders entitled to notice of or to vote at any
meeting of shareholders or any adjournment thereof, or to express consent to or
dissent from any proposal without a meeting, or for the purpose of determining
shareholders entitled to receive payment of any dividend or the allotment of any
rights, or for the purpose of any other action. Such date shall be not more
than fifty (50) nor less than ten (10) days before the date of such meeting nor
more than 50 days before any other action. If no record date is fixed, the
record date for the purpose of determining shareholders entitled to notice of or
to vote at a meeting of shareholders shall be at the close of business on the
day next preceding the day on which notice is given and for all other purposes
shall be at the close of business on the day on which the resolution of the
Board of Directors relating thereto is adopted.
SECTION 5. Notice of Meetings of Shareholders
Written notice of every meeting of shareholders shall state the place, date
and hour of the meeting and unless it is the annual meeting, indicate that it is
being issued by or at the direction of the person or persons calling the
meeting. Notice of a special meeting shall also state the purpose or purposes
for which the meeting is called. If, at any meeting, action is proposed to be
taken which would, if taken, entitle shareholders fulfilling the statutory
requirements to receive payment for their shares, the notice of such meeting
shall include a statement of that purpose and to that effect. A copy of the
notice of any meeting shall be given, personally or by mail, not less than ten
(10) nor more than fifty (50) days before the date of the meeting, to each
shareholder entitled to vote at such meeting. If mailed, such notice shall be
deemed given when deposited in the United States mail, with postage thereon
prepaid, directed to the shareholder at his address as it appears on the record
of shareholders or, if he shall have filed with the secretary of the corporation
a written request that notices to him be mailed to some other address, then
directed to him at such other address.
SECTION 6. Adjourned Meetings
When a determination of shareholders entitled to notice of or to vote at
any meeting of shareholders has been made, such determination shall apply to any
adjournment thereof, unless the Board of Directors fixes a new record date for
the adjourned meeting. When a meeting is adjourned to another time or place, it
shall not be necessary to give any notice of the adjourned meeting if the time
and place to which the meeting is adjourned are announced at the meeting at
which the adjournment is taken, and at the adjourned meeting the corporation may
transact any business that might have been transacted on the original date of
the meeting. However, if after the adjournment the Board of Directors fixes a
new record date for the adjourned meeting, a notice of the adjourned meeting
shall be given to each shareholder of record on the new record date entitled to
notice.
SECTION 7. List of Shareholders at Meeting
A list of shareholders as of the record date, certified by the secretary or
by the transfer agent, shall be produced at any meeting of shareholders upon the
request thereat or prior thereto of any shareholder. If the right to vote at
any meeting is challenged, the inspectors of election, or person presiding
thereat, shall require such list of shareholders to be produced as evidence of
the right of the persons challenged to vote at such meetings, and all persons
who appear from such list to be shareholders entitled to vote thereat may vote
at such meeting.
SECTION 8. Quorum of Shareholders
The holders of a majority of the shares entitled to vote thereat shall
constitute a quorum at a meeting of shareholders for the transaction of any
business. When a quorum is once present to organize a meeting, it is not broken
by the subsequent withdrawal of any shareholders. Despite the absence of a
quorum, the shareholders present may adjourn the meeting.
SECTION 9. Proxies
Every shareholder entitled to vote at a meeting of shareholders or to
express consent or dissent without a meeting may authorize another person or
persons to act for him by proxy. Every proxy must be signed by the shareholder
or his attorney-in-fact. No proxy shall be valid after the expiration of eleven
(11) months from the date thereof unless otherwise provided in the proxy. Every
proxy shall be revocable at the pleasure of the shareholder executing it, except
in those cases where an irrevocable proxy is provided by law.
SECTION 10. Inspectors at Shareholders Meetings
The Board of Directors, in advance of any shareholders meeting, may appoint
one or more inspectors to act at the meeting or any adjournment thereof. If
inspectors are not so appointed, the person presiding at a shareholders meeting
may, and on the request of any shareholder entitled to vote thereat shall,
appoint inspectors. If appointed on the request of one or more shareholders,
the holders of a majority of shares present and entitled to vote thereat shall
determine the number of inspectors to be appointed. In case any person
appointed fails to appear or act, the vacancy may be filled by appointment made
by the Board of Directors in advance of the meeting or at the meeting by the
person presiding thereat. Each inspector, before entering upon the discharge of
his duties, shall take and sign an oath faithfully to execute the duties of
inspector at such meeting with strict impartiality and according to the best of
his ability. The inspectors shall determine the number of shares outstanding
and the voting power of each, the shares represented at the meeting, the
existence of a quorum, the validity and effect of proxies, and shall receive
votes, ballots or consents, hear and determine all challenges and questions
arising in connection with the right to the result, and do such acts as are
proper to conduct the election or vote with fairness to all shareholders. On
request of the person presiding at the meeting or any shareholder entitled to
vote thereat, the inspectors shall make a report in writing of any challenge,
question or matter determined by them and execute a certificate of any fact
found by them. A report or certificate made by them shall be prima facie
evidence of the facts stated and of the vote as certified by them.
SECTION 11. Qualifications of Voters
Every shareholder of record shall be entitled at every meeting of
shareholders to one vote for every share standing in his name on the record of
shareholders.
Neither treasury shares nor shares held by another domestic or foreign
corporation of any type or kind, if a majority of the shares entitled to vote in
the election of directors of such other corporation is held by the corporation,
shall be voted at any meeting or counted in determining the total number of
outstanding shares.
Shares held by an administrator, executor, guardian, conservator,
committee, or other fiduciary, except a trustee, may be voted by him, either in
person or by proxy, without transfer of such shares into his name. Shares held
by a trustee may be voted by him, either in person or by proxy, only after the
shares have been transferred into his name as trustee or into the name of his
nominee.
Shares held by or under the control of a receive may be voted by him
without the transfer thereof into his name if authority so to do is contained in
an order of the court by which such received was appointed.
A shareholder whose shares are pledged shall be entitled to vote such
shares until the shares have been transferred into the name of the pledgee, or a
nominee of the pledgee.
Shares standing in the name of another domestic or foreign corporation of
any type or kind may be voted by such officer, agent or proxy as the By-Laws of
such corporation may provide or, in the absence of such provision, as the Board
of Directors of such corporation may determine.
SECTION 12. Vote of Shareholders
Directors shall, except as otherwise required by law, be elected by a
plurality of the votes cast at a meeting of shareholders by the holders of
shares entitled to vote in the election. Any other corporate action by vote of
the shareholders shall, except as otherwise required by law, these By-Laws or
the certificate of incorporation, be authorized by a majority of the votes cast
at a meeting of shareholders by the holders of shares entitled to vote thereon.
SECTION 13. Conduct of Shareholders' Meetings
The Officer presiding over the shareholders' meeting may establish such
rules and regulations for the conduct of the meeting as the presiding Officer
may deem to be reasonably necessary or desirable for the orderly and expeditious
conduct of the meeting.
SECTION 14. Shareholder Proposals
No shareholder shall be entitled to submit a proposal to a meeting of
shareholders unless at the time of submitting the proposal, the shareholder
shall be a record or beneficial owner of at least 1% or $1,000 in market value
of shares entitled to be voted at the meeting, and shall have held such shares
for at least one year and shall continue to own such shares through the date on
which the meeting is held. A shareholder meeting the above requirements shall
deliver to the secretary of the corporation not later than 120 days prior to the
date on which the corporation's proxy statement was mailed to stockholders in
connection with the previous year's annual meeting, the text of any proposal
which he intends to propose at an annual meeting of shareholders and a notice of
the intention of the shareholder to present such proposal at the meeting. A
proposal to be presented at any meeting of shareholders other than an annual
meeting shall be delivered to the secretary a reasonable time before the
mailing of the corporation's proxy material.
ARTICLE III
Directors
SECTION 1. Board of Directors
The business of the corporation shall be managed under the direction of its
Board of Directors.
SECTION 2. Qualifications of Directors
Each director shall be at least 18 years of age and shall automatically
cease to be a director on the last day of the month during which he or she
attains the age of seventy-two (72) years. At the time of taking an office,
each director shall be a stockholder of the corporation owning in his or her own
right, free from pledge, lien or charge, the number of shares of capital stock
of the corporation while each director of a New York bank or trust company is
required to own in such bank or trust company or a holding company of such bank
or trust company by the New York State Banking law. If a director shall cease
to own the required number of shares, he or she automatically ceases to be a
director of the corporation and his or her office shall be vacant, and he or she
shall not be eligible for re-election as a director for a period of one year
from the date of the next succeeding annual meeting of stockholders of the
corporation.
SECTION 3. Number of Directors
The number of directors constituting the entire Board shall be twenty (20).
This number may be increased or decreased from time to time by amendment of
these By-Laws, provided, however, that the number may not be decreased to less
than three (3). No decrease in the number of directors shall shorten the term
of any incumbent director.
SECTION 4. Election and Term of Directors
The directors shall be classified by the Board of Directors with respect to
the time for which they severally hold office, into three classes, as nearly
equal in number for a term of one (1) year, the second class shall be originally
elected for a term of two (2) years, and the third class shall be originally
elected for a term of three (3) years, with the directors of each class to hold
office until their successors are elected and qualified. Newly created
directorships resulting from an increase in the number of directors shall be
classified by the Board of Directors when the directorship is created. At each
annual meeting of the stockholders of the corporation, the successors of the
class of directors whose terms expire at that meeting shall be elected to hold
office for a term expiring at the annual meeting of stockholders held in the
third year following the year of their election or until their successors are
elected and have qualified.
SECTION 5. Nominations for Directors
Nominations of candidates for election as directors of the corporation at
any meeting of stockholders called for the election of directors may be made by
the Board of Directors or by
any stockholder entitled to vote at such meeting. Nominations made by the Board
of Directors shall be made at a meeting of the Board of Directors, or by written
consent of directors in lieu of a meeting, not later than 60 days prior to the
date of any meeting of stockholders called for the election of directors. The
secretary of the corporation shall request that each such proposed nominee
provide the corporation with such information concerning himself as is required,
under the rules of the Securities and Exchange Commission, to be included in the
corporation's proxy statement soliciting proxies for his election as a director.
Any stockholder who intends to make a nomination at any annual meeting of
stockholders shall deliver to the secretary of the corporation not later than
120 days prior to the date on which the corporation's proxy statement was mailed
to stockholders in connection with the previous year's annual meeting, or if
such nomination is to be made at a meeting of shareholders other than an annual
meeting, a reasonable time before the mailing of the corporation's proxy
material, a notice setting forth (i) the name, age, business address and
residence address of each nominee proposed in such notice, (ii) the principal
occupation or employment of each such nominee, (iii) the number of shares of
capital stock of the corporation which are owned of record and beneficially by
each such nominee and (iv) such other information concerning each such nominee
as would be required, under the rules of the Securities and Exchange Commission,
in a proxy statement soliciting proxies for the election of such nominees. Such
notice shall include a signed consent of such nominee to serve as a director of
the corporation, if elected. In the event that a person is validly designated
as a nominee in accordance with the provisions of this section and shall
thereafter become unable or unwilling to stand for election to the Board of
Directors, the Board of Directors or the stockholder who proposed such nominee,
as the case may be, may designate a substitute nominee. If the secretary of the
meeting of stockholders called for the election of directors determines that a
nomination was not made in accordance with the foregoing procedures, such
nomination shall be void.
SECTION 6. Newly Created Directorships and Vacancies
Newly created directorships resulting from an increase in the number of
directors and vacancies occurring in the Board of Directors for any reason may
be filled by vote of a majority of the directors then in office, although less
than a quorum exists. A director elected to fill a newly created directorship
or a vacancy, shall be elected to hold office until the next meeting of
shareholders at which the election of directors is in the regular order of
business, and until his successor has been elected and qualified.
SECTION 7. Removal of Directors
Any director, an entire class of directors or the entire Board of Directors
may be removed from office, with or without cause, only by the affirmative vote
of the holders of at least 75% of the outstanding shares of stock of the
corporation entitled to vote generally in the election of directors, voting
together as a single class.
SECTION 8. Quorum of Directors
One-third (1/3) of the entire Board of Directors or seven directors,
whichever number is greater, shall constitute a quorum for the transaction of
business or of any specified item of business.
SECTION 9. Action by the Board of Directors
The vote of the majority of the directors present at a meeting of the Board
of Directors at the time of the vote, if a quorum is present at such time,
shall, except as otherwise provided by law, these By-Laws or the certificate of
incorporation, be the act of the Board of Directors.
SECTION 10. Written Consent of Directors Without A Meeting
Any action required or permitted to be taken by the Board of Directors or
a committee thereof may be taken without a meeting if all members of the Board
or the committee consent in writing to the adoption of a resolution authorizing
the action. The resolution and the written consents thereto by the members of
the board or committee shall be filed with the minutes of the proceedings of the
Board or committee.
SECTION 11. Place and Time of Meetings of Board of Directors
Meetings of the Board of Directors, regular or special, may be held at any
place, within or without the State of New York and at any time, fixed by the
Board of Directors or by the person or persons calling the meeting. Such
meetings may be held by means of a conference telephone or similar
communications equipment allowing all persons participating in the meeting to
hear each other at the same time.
SECTION 12. Notice of Meetings of the Board of Directors
Regular meetings of the Board of Directors may be held without notice if
the time and place of such meetings are fixed by the Board of Directors.
Special meetings of the Board of Directors shall be held upon notice to the
directors and may be called by the chairman of the board, the president, the
executive vice president, or any two directors. The notice shall be given
personally including by telephone or mail, telegram, cable or other public
instrumentality. If given personally or by telephone, such notice shall be
given not less than 48 hours before the meeting to each director. If given by
mail, cable, telegram or other public instrumentality, such notice shall be
given not less than five (5) days before the date of the meeting, to each
director. Such notice shall be deemed given, if mailed, when deposited
in the United States mail, with postage thereon prepaid or, if telegraphed,
cabled or sent by other public instrumentality, when given to the telegraph
company, cable company, or other public instrumentality, directed to the
director at his business address or, if he shall have filed with the secretary
of the corporation, a written request that notices to him be mailed or
telegraphed, cabled or sent to some other address, then directed to him at such
other address. The notice need not specify the purpose of any regular or
special meeting of the Board of Directors.
SECTION 13. Interested Directors
No contract or other transaction between a corporation and one or more of
its directors, or between a corporation and any other corporation, firm,
association or other entity in which one or more of its directors, or officers,
are directors or have a substantial financial interest, shall be either void or
voidable for this reason alone or by reason alone that such director or
directors are present at the meeting of the Board, or of a committee thereof,
which approves such contract or transaction or that his or their votes are
counted for such purpose:
1) If the material facts as to such director's interest in such contract or
transaction and as to any such common directorship, officership or financial
interest are disclosed in good faith or known to the Board or committee, and the
Board or committee approves such contract or transaction by a vote sufficient
for such purpose without counting the vote of such interested director or, if
the votes of the disinterested directors are insufficient to constitute an act
of the Board as defined in Section 9 of this Article, by unanimous vote of the
disinterested directors; or
2) If the material facts as to such director's interest in such contract or
transaction and as to any such common directorship, officership or financial
interest are disclosed in good faith or known to the shareholders entitled to
vote thereon, and such contract or transaction is approved by vote of such
shareholders; or
3) If the contract or transaction is affirmatively established by the party
or parties thereto to be fair and reasonable as to the corporation at the time
it was approved by the Board, a committee thereof, or the shareholders.
Common or interested directors may be counted in determining the presence of a
quorum at a meeting of the Board or a committee thereof which approves such
contract or transaction.
The Board of Directors shall have authority to fix the compensation of
directors for services in any capacity.
A loan shall not be made by the corporation to any director unless it is
authorized by vote of the shareholders. For this purpose, the shares of the
director who would be the borrower shall not be shares entitled to vote.
SECTION 14. Reimbursement and Compensation of Directors
The directors may be paid their expenses of attendance at each meeting of
the Board of Directors and may be paid a fixed sum for attendance at each
meeting of the Board of Directors or a stated salary as director. No such
payment shall preclude any director from serving the corporation in any other
capacity and receiving compensation therefor. Members of the executive
committee or other committees may be allowed similar reimbursement and
compensation for their services as such.
SECTION 15. Executive Committee and Other Committees
The Board of Directors by resolution adopted by a majority of the entire
Board, may designate from among its members an executive committee and other
committees, each consisting of three or more directors, and each of which shall
have and may exercise such powers as shall be conferred or authorized by the
resolution appointing it, except that no such committee shall have authority as
to the following matters:
1) The submission to shareholders of any action that
needs shareholders' approval;
2) The filling of vacancies in the Board of Directors
or in any committee:
3) The fixing of compensation of the directors for
serving on the Board of Directors or on any committee;
4) The amendment or repeal of the By-Laws or the adoption
of new By-Laws;
5) The amendment or repeal or any resolution of the
Board of Directors.
Each such committee shall serve at the pleasure of the Board. The Board of
Directors shall have the power at any time to fill vacancies in, to change the
size or membership of, and to discharge any such committee.
A majority of any such committee may determine its action and may fix the
time and place of its meetings, unless provided otherwise by the Board of
Directors. Each such committee shall keep a written record of its acts and
proceedings and shall submit such record to the Board of Directors at each
regular meeting thereof and at such other times as requested by the Board of
Directors. Failure to submit such record, or failure of the Board to approve
any action indicated therein will not, however, invalidate such action to the
extent it has been carried out by the corporation prior to the time the record
of such action was, or should have been, submitted to the Board of Directors as
herein provided.
ARTICLE IV
Officers
SECTION 1. Number
The Board of Directors may elect a chairman of the board who shall be a
member of the Board of Directors and shall elect a president, one or more vice
presidents, a secretary and a treasurer, who need not be members of the Board of
Directors and such other officers and assistant officers who need not be members
of the Board of Directors as the Board of Directors may from time to time deem
proper. Any two or more offices may be held by the same person, except the
offices of president and secretary.
SECTION 2. Election and Term of Office
The officers of the corporation to be elected or appointed by the Board of
Directors shall be elected or appointed annually by the Board of Directors at
the first meeting of the Board of Directors held after each annual meeting of
the shareholders. Subject to the provisions of Section 3 of this Article, each
officer shall hold office until the first meeting of the Board of Directors
following the next annual meeting of shareholders and until his successor has
been elected or appointed and qualified.
SECTION 3. Removal
Any officer or agent elected or appointed by the Board of Directors may be
removed by the Board of Directors with or without cause, but such removal shall
be without prejudice to the contract rights, if any, of the person so removed.
The election or appointment of an officer shall not of itself create contract
rights.
SECTION 4. New Offices and Vacancies
Newly created offices and vacancy in any office because of death,
resignation, removal, disqualification or otherwise, may be filled from time to
time by the Board of Directors for the unexpired portion of the term.
SECTION 5. Chief Executive Officer
The Board of Directors shall appoint either the chairman of the board, if
any, or the president the chief executive officer of the corporation ("the CEO")
who, subject to the control of the Board of Directors, shall direct and control
all the business and affairs of the corporation.
SECTION 6. Chairman of the Board
The chairman of the board, if any, and if so designated by the Board of
Directors, shall be the chief executive officer of the corporation and, subject
to the control of the Board of Directors, shall in general perform all duties
incident to the office of chief executive officer. He shall, when present,
preside at all meetings of the shareholders and of the Board of Directors. He
may sign, with the secretary or any other proper officer of the corporation
thereunto authorized by the Board of Directors, certificates representing shares
of the corporation, any deeds, mortgages, bonds, contracts or other instruments
which the Board of Directors has authorized to be executed, except in cases
where the signing and execution thereof shall be expressly delegated by the
Board of Directors or by these By-Laws to some other officer or agent of the
corporation, or shall be required by law to be otherwise signed or executed; and
shall perform such other duties as may be prescribed by the Board of Directors
from time to time.
SECTION 7. President
The president shall be the chief operating officer of the corporation and,
subject to the control of the Board of Directors and the chairman of the board
(if he is the CEO), shall direct the conduct and operation of the business and
properties of the corporation. If so designated by the Board of Directors, he
shall also be the chief executive officer of the corporation and shall perform
all duties incident to that office. He shall, in the absence of the chairman of
the board, preside at all meetings of the shareholders and of the Board of
Directors. He may sign, with the secretary or any other proper officer of the
corporation thereunto authorized by the Board of Directors, certificates
representing shares of the corporation, any deeds, mortgages, bonds, contracts
or other instruments which the Board of Directors has authorized to be executed,
except in cases where the signing and execution thereof shall be expressly
delegated by the Board of Directors or by these By-Laws to some other officer or
agent of the corporation, or shall be required by law to be otherwise signed or
executed; and shall perform such other duties as may be prescribed by the Board
of Directors from time to time.
SECTION 8. Vice President
In the absence of the chairman of the board and the president or in the
event of their death or inability to act, the executive vice president (or in
the event of the death or inability to act of the executive vice president, the
vice president designated by the Board of Directors, if any, or if none, the
vice president having the greatest seniority) shall perform the duties of the
chairman of the board and the president, and when so acting shall have the
authority of and be subject to all the restrictions upon the chairman of the
board and the president. Any vice president may sign, with the secretary or any
other proper officer of the corporation thereunto authorized by the Board of
Directors, certificates representing shares of the corporation; and shall
perform such other duties as from time to time may be assigned to him by the
chairman of the board (if he is the CEO) or by the president or by the Board of
Directors.
SECTION 9. Secretary
The secretary shall: 1) keep the minutes of the proceedings of its
shareholders, Board of Directors and executive committee and other committees,
if any; in one or more books provided for that purpose; 2) see that all notices
are duly given in accordance with the provisions of these By-Laws or as required
by law; 3) be custodian of the corporate records and of the seal of the
corporation and see that the seal of the corporation is affixed to all documents
and execution of which on behalf of the corporation under its seal is duly
authorized; 4) file each written request by a shareholder that notices to him be
mailed to some address other than this address as it appears on the record of
shareholders; 5) sign with the chairman of the board or the president or a vice
president certificates representing shares of the corporation, the issuance of
which shall have been authorized by resolution of the Board of Directors;
6) have general charge of the record of shareholders of the corporation; and
7) in general perform all duties incident to the office of secretary and such
other duties as from time to time may be assigned to him by the chairman of the
board (if he is the CEO) or by the president or by the Board of Directors.
SECTION 10. Treasurer
If required by the Board of Directors, the treasurer shall give a bond for
the faithful discharge of his duties in such sum and with such surety or
sureties as the Board of Directors shall determine. He shall: 1) have charge
and custody of and be responsible for all funds and securities of the
corporation, receive and give receipts for moneys due and payable to the
corporation from any source whatsoever, and deposit all such moneys in the name
of the corporation in such banks, trust companies or other depositaries as shall
be selected in accordance with the provisions of these By-Laws; 2) have charge
and custody of and be responsible for the keeping of correct and complete books
and records of account of the corporation; sign with the chairman of the board,
or the president or a vice president, certificates representing shares of the
corporation, the issuance of which shall have been authorized by resolution of
the Board of Directors; and 3) in general perform all of the duties incident to
the office of treasurer and such other duties as from time to time may be
assigned to him by the chairman of the board (if he is the CEO) or by the
president or by the Board of Directors.
SECTION 11. Assistant Secretaries and Assistant Treasurers
The assistant secretaries, when authorized by the Board of Directors, may
sign with the chairman of the board or the president or a vice president,
certificates representing shares of the corporation, the issuance of which shall
have been authorized by a resolution of the Board of Directors. The assistant
treasurers shall, if required by the Board of Directors, give bonds for the
faithful discharge of their duties in such sums and with such sureties as the
Board of Directors shall determine. Assistant secretaries and assistant
treasurers, in general, shall perform such duties as shall be assigned to them
by the secretary or the treasurer, respectively, or by the chairman of the board
(if he is the CEO) or the president or the Board of Directors. In the absence
of the secretary or in the event of his death, inability or refusal to act, the
assistant secretary (or in the event there be more than one assistant secretary,
the assistant secretaries in the order of their appointment or as determined by
the chairman of the board (if he is the CEO) or the president or the Board of
Directors), shall perform the duties and exercise the authority of the
secretary. In the absence of the treasurer or in the event of his death,
inability or refusal to act, the assistant treasurer, (or in the event there be
more than one assistant treasurer, the assistant treasurers in the order of
their appointment or as determined by the chairman of the board (if he is the
CEO) or the president or the Board of Directors) shall perform the duties and
exercise the authority of the treasurer.
SECTION 12. Compensation of Officers
The compensation of the officers shall be fixed from time to time by the
Board of Directors and no officer shall be prevented from receiving such
compensation by reason of the fact that he is also a director of the
corporation.
ARTICLE V
Contracts, Checks and Deposits
SECTION 1. Contracts
The Board of Directors may authorize any officer or officers, agent or
agents, to enter into any contract or execute and deliver any instrument in the
name of and on behalf of the corporation and such authority may be general or
confined to specific instances.
SECTION 2. Checks, Drafts, etc.
All checks, drafts or other orders for the payment of money, notes or other
evidences of indebtedness issued in the name of the corporation, shall be signed
by such officer or officers, agent or agents of the corporation and in such
manner as shall from time to time be determined by resolution of the Board of
Directors.
SECTION 3. Deposits
All funds of the corporation not otherwise employed shall be deposited from
time to time to the credit of the corporation in such banks, trust companies or
other depositaries as the Board of Directors may select.
ARTICLE VI
Certificates Representing Shares, Record
of Shareholders, Transfer of Shares
SECTION 1. Issuance of Shares
No shares of any class of the corporation or any obligations or other
securities convertible into or carrying options to purchase any such shares of
the corporation, or any options or rights to purchase any such shares or
securities of the corporation, shall be issued or sold unless such issuance or
sale is approved by the affirmative vote of at least 80% of the entire Board of
Directors.
SECTION 2. Certificates Representing Shares
The shares of the corporation shall be represented by certificates which
shall be in such form as shall be determined by the Board of Directors. All
such certificates shall be consecutively numbered or otherwise identified. Such
certificates shall be signed by the chairman of the board or the president or a
vice president and the secretary or an assistant secretary or the treasurer or
an assistant treasurer, and may, but need not, be sealed with the seal of the
corporation or a facsimile thereof. The signature of the officers upon the
certificate may be facsimile if the certificate is countersigned by a transfer
agent or an assistant transfer agent, or registered by a registrar other than
the corporation itself or its employee. In case any officer who has signed or
whose facsimile signature has been placed upon a certificate shall have ceased
to be such officer before such certificate is issued, it may be issued by the
corporation with the same effect as if he were such officer at the date of
issue. Each certificate shall state upon the face thereof; 1) that the
corporation is formed under the laws of New York; 2) the name of the person or
persons to whom issued; 3) the number and class of shares and the par value of
each share represented by such certificate.
SECTION 3. Lost, Destroyed or Wrongfully Taken Certificates
The Board of Directors may direct a new certificate or certificates to be
issued in place of any certificate or certificates theretofore issued by the
corporation, alleged to have been lost, apparently destroyed or wrongfully taken
upon the making of an affidavit of that fact by the person claiming the
certificate to be lost, apparently destroyed or wrongfully taken. When
authorizing such issue of a new certificate or certificates, the Board of
Directors may, in its discretion and as a condition precedent to the issuance
thereof, require the owner of such lost, apparently destroyed or wrongfully
taken certificate or certificates, or his legal representative to advertise the
same in such manner as it shall require and/or give the corporation a bond in
such sum and with such surety or sureties as it may direct as indemnity against
any claim that may be made against the corporation with respect to the
certificates alleged to have been lost, apparently destroyed or wrongfully
taken.
SECTION 4. Record of Shareholders
The corporation shall keep at its principal office, or at the office of its
transfer agent in the State of New York, a record containing the names and
addresses of all shareholders, the number and class of shares held by each and
the dates when they respectively became the owners of record thereof. The
corporation shall be protected in treating the persons in whose names shares
stand on the record of shareholders as the owners thereof for all purposes.
SECTION 5. Transfer of Shares
Upon surrender to the corporation or the transfer agent of the corporation
of a certificate representing shares duly endorsed or accompanied by proper
evidence of succession, assignment or authority to transfer, it shall be the
duty of the corporation to issue a new certificate to the person entitled
thereto, and cancel the old certificate. Every such transfer of shares shall be
entered on the record of shareholders of the corporation.
ARTICLE VII
Fiscal Year
The fiscal year of the corporation shall be determined by resolution of the
Board of Directors.
ARTICLE VIII
Dividends
The Board of Directors may from time to time declare, and the corporation
may pay, dividends on its outstanding shares in the manner and upon the terms
and conditions provided by law and its certificate of incorporation.
ARTICLE IX
Seal
The seal of the corporation shall be circular in form and contain the name
of the corporation, the year when it was formed, and the words "New York." The
corporation may use the seal causing it or a facsimile to be affixed or
impressed or reproduced in any other manner.
ARTICLE X
Waiver of Notice
SECTION 1. Waiver of Notice to Shareholders
Notice of meeting need not be given to any shareholder who signed a waiver
of notice, in person or by proxy, whether before or after the meeting. The
attendance of any shareholder at a meeting, in person or by proxy, without
protesting prior to the conclusion of the meeting the lack of notice of such
meeting, shall constitute a waiver of notice by him.
SECTION 2. Waiver of Notice to Director
Notice of meeting need not be given to any director who signs a waiver of
notice whether before or after the meeting, or who attends the meeting without
protesting, prior thereto or at the commencement, the lack of notice to him. A
waiver of notice need not specify the purpose of any regular or special meeting
of the Board of Directors.
SECTION 3. Notice Dispensed with When Delivery Prohibited
Whenever communication to any shareholder or any director is unlawful under
any statute of the State of New York or of the United States or any regulation,
proclamation or order issued under said statutes, the giving of any notice to
such shareholder or such director shall not be required and there shall be no
duty to apply for license or other permission to do so.
ARTICLE XI
Indemnification
To the fullest extent permitted by law, either directly or by the purchase
of insurance or in part directly and in part by the purchase of insurance, the
corporation shall indemnify each natural person, or if deceased, his personal
representative made or threatened to be made a party to any action or proceeding
civil or criminal, including an appeal therein against the reasonable expenses,
attorneys' fees, judgments, fines and amounts paid in settlement if such person
is made or threatened to be made a party by reason of the fact that he or his
testator or intestate is or was: 1) an officer, director or employee of the
corporation or 2) an officer, director or employee of or served in any capacity
in any other corporation, partnership, joint venture, trust or other enterprise,
at the request of this corporation, provided that in the case of a person
serving as an employee or in any capacity in any other corporation, that such
person was at the time he was so designated to serve by this corporation, an
employee of this corporation, or 3) the occupant of a position or a member of a
committee or Board or a person having responsibilities under federal or state
law, including but not limited to responsibilities under the Employee Retirement
Income Security Act of 1974, who was appointed to such position or to such
committee or Board by the Board of this corporation or by an officer of this
corporation or who served in such position or on such committee or Board at the
request or direction of the Board of this corporation or of an officer of this
corporation or who assumed such responsibilities at the request or direction of
the Board of this corporation or of any officer of this corporation, provided
only that such person acted in good faith for a purpose which he reasonably
believed would be in the best interest of the corporation or in the case of
service for any other corporation or any partnership, joint venture, trust,
employee benefit plan or other enterprise, not opposed to the best interests of
the corporation, and in criminal proceedings had no reasonable cause to believe
that his conduct was unlawful.
The corporation's obligations under this Article shall be reduced by the
amount of any insurance which is available to any such person whether such
insurance is purchased by the corporation or otherwise. The right of indemnity
created herein shall be personal to the officer, director, employee or other
person and their respective legal representatives and in no case shall any
insurance carrier be entitled to be subrogated to any rights created herein.
Nothing contained herein shall obligate the corporation to indemnify any
person against any claim arising out of personal injuries, bodily injuries or
property damage.
ARTICLE XII
Amendment and Repeal
SECTION 1. Amendment and Repeal by the Shareholders
These By-Laws may be amended or repealed by vote of the shareholders
entitled to vote generally in the election of directors, provided that notice of
meeting states such purpose, and provided further that the provisions of Article
III may be amended or repealed only by the affirmative vote of holders of at
least 75% of the outstanding shares of stock of the corporation entitled to vote
generally in the election of directors.
SECTION 2. Amendment and Repeal by the Board of Directors
These By-Laws may also be amended or repealed by a majority of the entire
Board of Directors provided that the provisions of Article III may be amended
only by the affirmative vote of at least 75% of the entire Board of Directors
and further provided that Section 1 of Article VI may be amended only by the
affirmative vote of at least 80% of the entire Board of Directors.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned there to duly authorized.
CHEMUNG FINANCIAL CORPORATION
DATE: May 2, 1996 /s/ John W. Bennett
John W. Bennett
Chairman & CEO
DATE: May 2, 1996 /s/ John R. Battersby
John R. Battersby
Treasurer