STATE OF MAINE
ARTICLES OF INCORPORATION
File No. 19872063D
Fee Paid $300
Date Filed March 20, 1987
Pursuant to 13A MRSA 403, the undersigned, acting as incorporator(s) of a
corporation, adopt(s) the following Articles of Incorporation:
FIRST: The name of the corporation is BETHEL BANCORP and is located in
Maine, at c/o Bethel Savings Bank FSB, Main Street, Bethel, Maine
04217
SECOND: The name of its Clerk, who must be a Maine resident, and the address
of its registered office shall be:
Name Mary Ann Brown
Address c/o Bethel Savings Bank, FSB, Main Street, Bethel, Maine
04217
THIRD: The number of directors constituting the initial board of directors
of the corporation is nine, as follows:
Gordon M. Gillies, 3 Broad St, Bethel, Maine 04217
E. Louise Lincoln, PO Box 527, Bethel, Maine 04217
John W. Trinward, 8 Vernon St, Bethel, Maine 04217
Stephen W. Wight, RFD 2, Box 1688, Bethel, Maine 04217
Edmond J. Vachon, Paradise St, Bethel, Maine 04217
Ronald C. Kendall, PO Box 1, Bethel, Maine 04217
Norris T. Brown, Clark St, Bethel, Maine 04217
Philip C. Jackson, 12 Smith St, Bethel, Maine 04217
James D. Delamater, Route 121, Oxford, Maine 04270
FOURTH: The board of directors is authorized to increase or decrease the
number of directors. If the board is so authorized, the minimum
number shall be nine directors and the maximum number shall be
fifteen directors.
FIFTH: There shall be two or more classes of shares. The information
required by Section 403 concerning each such class is set out in the
Exhibit attached hereto and made a part hereof.
SUMMARY
The aggregate par value of all authorized shares (of all classes)
having a par value is $4,000,000. The total number of authorized
shares (of all classes) without par value is zero shares.
SIXTH: Meetings of the shareholders may be held outside the State of Maine.
SEVENTH: There are no preemptive rights.
EIGHTH: Other provisions of these articles, including provisions for the
regulation of the internal affairs of the corporation, are set out
in the Exhibit attached hereto and made a part hereof.
DATED: March 19, 1987
INCORPORATORS: /s/
____________________________
Jill M. Sullivan, 111 Amherst Street, Manchester, NH 03105
EXHIBIT TO ARTICLES OF INCORPORATION
BETHEL BANCORP
SHARES - There shall be 3,000,000 authorized shares of $1.00 par value Common
Stock, which may be issued by the Corporation from time to time by vote of the
Board without the approval of the holders of the Common Stock. Upon payment of
lawful consideration, such shares shall be deemed to be fully paid and
nonassessable. Except as the Board shall have otherwise specified or except as
otherwise provided by law, voting power shall be vested exclusively in the
Common Stock. The holders of the Common Stock shall be entitled to one vote
for each share of Common Stock owned. Dividends, as declared by the Board out
of lawfully available funds, shall be payable on the Common Stock subject to
any rights or preferences of the Preferred Stock.
There shall be 1,000,000 authorized shares of $1.00 par value Preferred Stock
which may be issued from time to time in one or more series as may be
determined by the Board of Directors of the Corporation. Each series of
Preferred is to be distinctly designated to distinguish the shares in the
series from the shares of all other series and classes. The relative rights
and preferences of the Preferred Stock and the variations of rights and
preferences between different series of Preferred Stock may be fixed and
determined by the Board of Directors by resolution or resolutions adopted prior
to the issuance of any shares of a particular series of Preferred Stock. All
shares of Preferred shall be identical except as to the following relative
rights and preferences, as to which there may be variations between different
series:
a. The rate of dividend;
b. Whether shares may be redeemed and, if so, the redemption price and the
terms and conditions of redemption;
c. The amount payable upon shares in event of voluntary and involuntary
liquidation;
d. Sinking fund provisions, if any, for the redemption or purchase of shares;
e. The terms and conditions, if any, on which shares may be converted; or
f. Voting rights, if any.
Upon any liquidation, dissolution or winding up of the affairs of the
Corporation, whether voluntary or involuntary, holders of Common Stock are
entitled to receive pro rata the remaining assets of the Corporation after the
holders of Preferred Stock have been paid in full any sums to which they may be
entitled.
There shall be no cumulative voting for Directors or otherwise.
II. INTERNAL AFFAIRS OF THE CORPORATION
Section 1. (a) Number, Qualifications and Term of Office.
_________________________________________________________
Subject to the provisions hereof relating to the initial Board, the number of
directors of the Corporation shall be no less than 9 and no more than 15. The
exact number of Directors within the minimum and maximum limitations specified
in the preceding sentence shall be fixed from time to time by the Board
pursuant to a resolution adopted by the majority of the entire Board. No
decrease in the number of directors constituting the Board shall shorten the
term of any incumbent director. At the 1988 annual meeting of Shareholders,
the Directors shall be divided into three classes as nearly equal in number as
possible with the term of office of the first class to expire at the 1989
annual meeting of Shareholders, the term of office of the second class to
expire at the 1990 annual meeting of Shareholders and the term of office of the
third class to expire at the 1991 annual meeting of the Shareholders. At each
annual meeting of Shareholders following such initial classification and
election, Directors elected to succeed those Directors whose terms expire shall
be elected for a three year term of office to expire at the third succeeding
annual meeting of Shareholders after their election. Directors need not be
Shareholders or residents of the State of Maine.
(b) Vacancies.
______________
Any vacancy in the Board caused by death, resignation, retirement,
disqualification, removal or other cause, shall be filled by a majority vote
of the remaining Directors, though less than a quorum. A Director so chosen
shall hold office for the unexpired term of their predecessors in office. Any
Directorship to be filled by reason of an increase in the authorized number of
directors may be filled by the Board for a term of office continuing only until
the next election of Directors by Shareholders.
(c) Removal of Directors.
_________________________
At any meeting of Shareholders called expressly for the purpose, any Director
may be removed from office by the affirmative vote of the holders of
seventy-five percent (75%) of the shares entitled to vote or if removal is for
cause, then by a majority of the shares then entitled to vote. For "cause"
shall mean a final adjudication by a court of competent jurisdiction that the
Director (i) is liable for negligence or misconduct in the performance of his
duty, (ii) guilty of a felony conviction, or (iii) has failed to act or has
acted in a manner which is in derogation of the Director's duties.
(d) Nomination of Directors.
____________________________
In addition to the right of the Board to make nominations for the election of
Directors, nominations for the election of Directors may be made by any
Shareholder entitled to vote for the election of Directors if that Shareholder
complies with all of the following provisions:
a. Advance notice of such proposed nomination shall be received by the
Secretary of the Corporation not less than thirty (30) days nor more
than sixty (60) days prior to any meeting of the Shareholders called
for the election of the Directors; provided, however, that if fewer
than fourteen (14) days' notice of the meeting is given to
Shareholders, such written notice of a proposed nomination shall be
received not later than the close of the tenth day following the day
on which the notice of the meeting was mailed to Shareholders.
b. Each notice shall set forth (i) the name, age, business address and,
if known, residence address of each nominee proposed in such notice,
(ii) the principal occupation or employment of each such nominee;
and (iii) the number of shares of stock of the Corporation which are
beneficially owned by each such nominee. In addition, the
Shareholder making such nomination shall promptly provide any other
information reasonably requested by the Corporation.
c. The nomination made by a Shareholder may only be made in a meeting of
the Shareholders of the Corporation called for the election of
Directors at which such Shareholder is present in person or by proxy,
and can only be made by a Shareholder who has complied with the
notice provisions of (a) and (b) above.
d. The Chairman of the meeting may in his discretion determine and
declare to the meeting that a nomination was not made in accordance
with the foregoing procedures, and if he should so determine, he
shall so declare to the meeting and the defective nomination shall
be disregarded.
Section 2. Voting for Business Combinations.
_____________________________________________
(a) Neither the Corporation nor any subsidiary of which the Corporation owns
at least a majority of the equity securities ordinarily entitled to vote for
the election of Directors ("Subsidiary"), shall be a party to any of the
transactions specified herein (a "Business Combination") or enter into any
agreement providing for any Business Combination unless the conditions
specified in (b), (c) and (d) below shall have been satisfied:
(i) any merger or consolidation (whether in a single transaction or a
series of related transaction) other than a merger or consolidation
of the Corporation and any of its subsidiaries or a merger or
consolidation of any subsidiaries of the Corporation; or
(ii) any sale, lease, exchange, transfer or distribution of all or
substantially all or a substantial portion of the property or assets
of the Corporation or any of its subsidiaries, including its
goodwill; or
(iii) the issuance of any securities, or of any rights warrants or options
to acquire any securities of the Corporation or any of its
subsidiaries, to any Shareholders other than by stock dividend
declared and paid to all Shareholders of the Corporation or pursuant
to an employee stock ownership plan or an employee stock option plan
established by the Corporation; or
(iv) any reclassification of the stock of the Corporation or any of its
subsidiaries or any recapitalization or other transaction (other than
a redemption of stock) which has the effect, directly or indirectly,
of increasing the proportionate share of stock of the Corporation or
any of its subsidiaries held by any person; or
(v) the dissolution of the Corporation or any subsidiary thereof or any
partial or complete liquidation of the Corporation or any subsidiary
thereof.
(b) The vote of the holders of at least eighty percent (80%) of the
outstanding shares entitled to vote for the election of Directors shall be
required to approve or authorize any Business Combination to which the
Corporation or any Subsidiary is party unless the aggregate of the cash and
fair market value of the consideration to be paid to all the holders of the
Common Stock of the Corporation in connection with the Business Combination
(when adjusted for stock splits, stock dividends, reclassification of shares
or otherwise) shall be equal to the highest price per share paid by the other
party or parties to the Business Combination (the "Acquiring Party") in
acquiring any of the Corporation's Common Stock; provided however, that the
consideration to be paid to the holders of the Common Stock of the Corporation
shall be in the same form as that paid by the Acquiring Party in acquiring the
shares of the Common Stock held by it except to the extent that any Stockholder
of the Corporation shall otherwise agree.
(c) Subject to the provisions in (b) above, the vote of the holders of at
least seventy-five percent (75%) of the outstanding shares entitled to vote for
the election of Directors shall be required to approve or authorize any
Business Combination to which the Corporation or any Subsidiary is a party
unless the Business Combination shall have been approved by at least two-
thirds (2/3) of the Directors of the Corporation who are not affiliated with,
or Shareholders of, the Acquiring Party.
In connection with the exercise of its judgment in determining what is in the
best interests of the Corporation and of the Shareholders, when evaluating a
Business Combination or a proposal by another person or persons to make a
Business Combination or a tender or exchange offer, the Board may, in addition
to considering the adequacy of the amount to be paid in connection with any
such transaction, consider all of the following factors and other factors
which it deems relevant: (i) the social and economic effects of the
transaction on the Corporation and its subsidiaries, employees, depositors,
loan and other customers, creditors and other elements of the communities in
which the Corporation and its subsidiaries operate or are located; (ii) the
business and financial condition and earnings prospects of the acquiring
person or persons, including but not limited to debt service and other existing
financial obligations, financial obligations to be incurred in connection with
the acquisition, and other likely financial obligations of the acquiring person
or persons, and the possible effect of such conditions upon the Corporation and
its subsidiaries and the other elements of the communities in which the
Corporation and its subsidiaries operate or are located; and (iii) the
competence, experience and integrity of the acquiring person or persons and its
or their management.
(d) In the event that all of the conditions set forth in (b) and (c) above
are met, the Corporation or any Subsidiary may enter into any Business
Combination under the terms and conditions specified in the Maine Business
Corporation Act.
(e) The affirmative vote of the holders of at least eighty percent (80%) of
all of the shares of the Corporation entitled to vote for the election of
Directors shall be required to amend or repeal, or to adopt any provisions in
contravention of or inconsistent with this Section 2, notwithstanding the fact
that a lesser percentage may be specified by law.
Section 3. Special Meetings and Consent Meetings.
__________________________________________________
Special meetings of the Shareholders may be called by the Chairman, President,
the Board, or by the Secretary upon written request of the holders of not less
than ten percent (10%) of all the shares entitled to vote.
Section 4. Acquisition of Stock.
_________________________________
(a) Restrictions on Offers and Acquisitions.
_____________________________________________
For a period of five (5) years from the effective date of the conversion, no
person shall directly or indirectly offer to acquire or acquire the beneficial
ownership of (i) more than ten percent (10%) of the issued and outstanding
shares of any class of an equity security of the Corporation; (ii) more than
ten percent (10%) of any class of securities convertible into, or exercisable
for, any class of an equity security of the Corporation; (iii) any securities
convertible into, or exercisable for, any equity securities of the Corporation
if assuming conversion or exercise by such person of all securities of which
such person is the beneficial owner which are convertible into, or exercisable
for, such equity securities (but of no securities convertible into, or
exercisable for, such equity securities of which such person is not the
beneficial owner), such person would be the beneficial owner of more than ten
percent (10%) of any class of an equity security of the Corporation.
For the same five year period, each share beneficially owned in violation
of the foregoing percentage limitation, as determined by the Board, shall not
be voted by any person or counted as voting shares in connection with any
matter submitted to the shareholders for a vote.
For the purposes of this Section 4:
(i) The term "person" shall mean and include any individual, group acting
in concert, Corporation, partnership, or other organization or
entity, together with its affiliates and associates; and
(ii) The term "offer" includes every offer to buy or acquire, solicitation
of an offer to sell, tender offer for, or request or invitation for
tenders of, a security (including, without limitation, shares of any
class of capital stock of the Corporation) or interest in a security
for value.
(iii) The term "conversion" shall mean the completed process whereby Bethel
Savings, FSB Bank will be converted from a federally chartered mutual
savings bank to a federally charted stock savings bank and Bethel
Bancorp shall become the holding company for Bethel Savings Bank,
FSB.
(b) Exclusion for Underwriters, Directors, Officers and Employees.
___________________________________________________________________
The restriction contained in this Section 4 shall not apply to any offer with
a view toward public resale made exclusively to the Corporation or the
underwriters or a selling group acting on its behalf. In addition, the
Directors, Officers and employees of the Corporation or any subsidiary thereof
shall not be deemed to be a group with respect to their individual acquisition
of equity stock of the Corporation.
(c) Readoption of Restriction by Shareholders.
_______________________________________________
This Section 4 may be readopted for additional one-year or longer periods by
vote of the holders of a majority of the outstanding voting shares present or
represented at a duly convened annual or special meeting of Shareholders of
the Corporation.
(d) Exception in Cases of Advance Approval.
____________________________________________
This Section 4 shall not apply to any offer or acquisition referred to in
(a) above if such offer or acquisition was approved in advance of such offer
or acquisition by two-thirds (2/3) of the entire Board utilizing the standard
set forth in Section 2(c).
(e) Enforcement of this Section 4.
___________________________________
The Corporation may by law or by resolution of the Directors adopt such
provisions or resolutions as are necessary to provide for the enforcement of
this Section 4.
(f) Amendments of this Section 4.
__________________________________
Notwithstanding any other provisions of these Articles of Incorporation or the
By-Laws of the Corporation, and notwithstanding the fact that some lesser
percentage may be specified by law, this Section 4 shall not be amended,
altered, changed or repealed without:
a. the affirmative vote of two-thirds (2/3) of the Board; and
b. the affirmative vote by the holders of at least two-thirds (2/3) of
the outstanding shares entitled to vote.
This vote shall be in addition to any vote of the Preferred Stock as may be
required by the provisions of any series thereof or applicable by law.
The readoption of Section 4 for additional one-year or longer periods, as
provided in (c) above, shall not be an amendment, alteration or change for the
purposes of this paragraph.
Section 5. Amendments.
_______________________
(a) Amendments to Articles of Incorporation.
______________________________________________
Except as otherwise provided for in the Articles above, the affirmative vote
of the holders of at least two-thirds (2/3) of all of the shares of the
Corporation entitled to vote for the election of Directors, shall be required
to amend or repeal, or to adopt any provision in contravention of or
inconsistent with these Articles notwithstanding the fact that a lesser
percentage may be specified by law.
(b) Amendments to By-Laws.
___________________________
The By-Laws of the Corporation may be amended at any time by the affirmative
vote of a majority of the entire Board, subject to repeal, change or adoption
of any contravening or inconsistent provision only by vote of the holders of at
least two-thirds (2/3) of all the shares entitled to vote on the matter at a
meetings expressly called for that purpose.
STATE OF MAINE
CHANGE OF CLERK AND REGISTERED OFFICE
File No. 19872063D
Fee Paid $20
Date Filed March 15, 1994
Pursuant to 13A MRSA 304, the undersigned, corporation advises you of the
following changes:
FIRST: The name and registered office of the clerk appearing on the record
in the Secretary of State's office: Mary Ann Brown, c/o Bethel
Savings Bank, Main Street, Bethel Maine 04217
SECOND: The name and physical location of the registered office of the
successor (new) clerk, who must be a Maine resident are: Ariel Rose
Gill, Bethel Bancorp, 489 Congress Street, Portland, Maine 04101
THIRD: Such change was authorized by the board of directors and the power to
make such change is not reserved to shareholders by the articles or
bylaws.
/s/
__________________________
Ariel Rose Gill, new clerk
/s/
___________________________
James Delamater, President
/s/
___________________________
A. William Cannan, EVP
DATED: March 7, 1994