BY-LAWS OF BETHEL BANCORP
AS AMENDED THROUGH DECEMBER 22, 1994
ARTICLE I
MEETINGS OF SHAREHOLDERS
Section 1. Place of Meeting.
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All meetings of the shareholders of the Corporation shall be held at the
principal office of the Corporation in the city of Portland, State of Maine,
or at such other places as may from time to time be fixed by the Board of
Directors or as shall be specified or fixed in the respective notices or
waivers of notice thereof.
Section 2. Annual Meetings.
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The annual meeting of the shareholders shall be held not more than one hundred,
thirty-five (135) days after the close of the fiscal year of the Corporation,
on such date and at such hour as may be fixed by the Board of Directors and
stated in the notice of such meeting or on such other date and at such time as
shall be stated in the notice of the meeting or otherwise specified by the
President. The Clerk shall serve personally, or by mail, a written notice not
less than ten (10) nor more than fifty (50) days before such meeting, addressed
to each shareholder at his address as it appears on the stock book; but at any
meeting at which all shareholders not present shall have waived notice in
writing, the giving of notice as above-required may be foregone.
Section 3. Special Meetings.
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A special meeting of the shareholders for any purpose or purposes, unless
otherwise prescribed by statue, may be called at any time by the Chairman
of the Board, if any, the President, or a Vice President, or by a majority of
the Board of Directors, or upon written application therefore to the Clerk by
the holders of not less than ten (10%) percent of the shares entitled to vote
at the meeting. Written notice of such meeting, stating the purpose for which
it is called, shall be served personally, or by mail, not less than ten (10)
nor more than fifty (50) days before the date set for such meeting. If mailed,
it shall be directed to every shareholder at his address as it appears on the
stock book, but at any meeting at which all shareholders shall be present, or
of which all shareholders not present have waived notice in writing, the giving
of notice as above-required may be foregone. No business other than that
specified in the call for the meeting shall be transacted at any special
meeting of the shareholders.
Section 4. Quorum.
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At each meeting of the shareholders, the presence, in person or by proxy, of
the holders of a majority of the issued and outstanding stock of the
corporation entitled to vote at such meeting, shall constitute a quorum for
the transaction of business except where otherwise provided by law or by the
Articles of Incorporation of the Corporation or any amendment thereto. In the
absence of a quorum at any meeting or any adjournment thereof, the shareholders
of the Corporation present in person or by proxy and entitled to vote shall
have the power to adjourn the meeting from time to time, until shareholders
holding the requisite amount of stock shall be present or represented. At
any such adjourned meeting at which a quorum is present any business may be
transacted which might have been transacted at the meeting as originally
called. Notice of any adjourned meeting of the shareholders shall not be
required to be given, except when expressly required by law.
Section 5. Organization.
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The Chairman of the Board, if any, or, in the absence of the Chairman of the
Board, the President or a Vice President, or a Chairman designated by the Board
of Directors or by the shareholders shall preside at every meeting of the
shareholders. In the absence of the Secretary, the presiding officer shall
appoint a secretary pro tempore.
Section 6. Voting.
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(a) Each shareholder of the corporation having voting rights shall, except
as otherwise provided by law or by the Articles of Incorporation of the
Corporation, at every meeting of the shareholders be entitled to one vote in
person or by proxy for each share of the stock of the Corporation registered
in his name on the books of the Corporation
(1) on the date fixed pursuant to Section 2 of Article VI of
these By-laws as the record date for the determination of
shareholders entitled to vote at such meeting, notwith-
standing the sale, or other disposal or transfer on the
books of the Corporation of such share on or after the
date so fixed, or
(2) if no such record date shall have been fixed, then at the
date on which notice of such meeting is mailed.
(b) At any meeting of shareholders at which a quorum is present, the holders of
a majority in interest of the stock having voting rights represented thereat in
person or by proxy shall decide any question brought before such meeting unless
a larger or different vote or proportion is required by law or by the Articles
of Incorporation of the Corporation or by these By-laws.
(c) All voting shall be by voice, except that a written ballot may be used when
so requested by a majority of the holders of outstanding shares present at the
meeting. If a written ballot shall be used, each ballot shall state the name
of the shareholder voting, the number of shares owned by him, and if such
ballot be cast by proxy, the name of the proxy.
Section 7. Shareholders' Action Without Meeting.
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Any action which, under any provision of the Maine Business Corporation Act,
may be taken at a meeting of shareholders, may be taken without such a meeting
if consent in writing, setting forth the action so taken or to be taken, is
signed severally or collectively by the holders of all the issued and
outstanding shares of stock entitled to vote upon such action. The Secretary
shall file such consent or consents with the minutes of the meetings of the
Shareholders.
ARTICLE II
BOARD OF DIRECTORS
Section 1. General Powers.
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The property, affairs and business of the Corporation shall be controlled and
managed by the Board of Directors. Without limiting the generality of the
foregoing, such control shall include the power to: hire employees,
professional, clerical and secretarial; enter into employment agreements with
employees where deemed advisable; determine levels of employee compensation,
including wages, salaries, bonuses and other fringe benefits; terminate the
employment of an employee; determine condition of employment, including hours
of work, work responsibility, vacation time, and sick leave; authorize the
purchase or rental of property and determine all policies of the Corporation
with regard to the conduct of the business of the Corporation. The Board of
Directors may from time to time delegate particular responsibilities to
specified officers of the Corporation as it shall deem advisable. They may
adopt such rules and regulations for the conduct of their meeting and the
management of the Corporation not inconsistent with these By-laws, the
Corporation's Articles of Incorporation, or the laws of the State of Maine as
they may deem proper.
Section 2. Number, Qualifications and Term of Office.
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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 a 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.
Section 3. Manner of Election.
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At the annual meeting of shareholders, the persons receiving the largest number
of votes cast shall be Directors.
Section 4. Quorum and Manner of Acting.
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A majority of the total number of Directors then holding office shall
constitute a quorum for the transaction of business at any meeting except where
otherwise provided by statute, the Corporation's Articles of Incorporation or
these By-laws; but less than a quorum may adjourn the meeting. At all meetings
of the Board of Directors, each Director present is to have one vote. At all
meetings of the Board of Directors, all questions, the manner of deciding which
is not specifically regulated by statue or the Corporation's Articles of
Incorporation, shall be determined by a majority of the Directors present at
the meeting.
Section 5. Place of Meeting, etc.
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The Board of Directors may hold its meetings and have one or more offices at
such places within or without the State of Maine as the Board from time to time
may determine or, in the case of meetings, as shall be specified or fixed in
the respective notices or waivers of notice thereof.
Section 6. Books and Records.
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The correct and complete books and records of account and minutes of the
proceedings of Shareholders and the Board of Directors shall be kept at the
registered office of the Corporation.
Section 7. First Meeting.
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The Board of Directors shall meet for the purpose of organization, the election
of officers and the transaction of other business as soon as practicable after
each annual election of Directors on the same day and at the same place at
which regular meetings of the Board are held or as may be otherwise provided by
resolution of the Board. Notice of such meeting need not be given. Such
meeting may be held at any other time or place which shall be specified in a
notice given as hereinafter provided for special meetings of the Board of
Directors or in a consent and waiver of notice thereof signed by all the
Directors.
Section 8. Regular Meetings.
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Regular meetings of the Board of Directors shall be held at such places and at
such times as the Board shall from time to time by resolution determine.
Notice of regular meetings need not be given.
Section 9. Special Meetings; Notice.
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Special meetings of the Board of Directors shall be held whenever called by the
Chairman of the Board, if any, or by the President, or by the Clerk at the
request of any two Directors at the time being in office. Notice of each such
meeting shall be mailed to each Director, addressed to him at his residence or
usual place of business, at least two days before the day on which the meeting
is to be held, or shall be sent to him at such place by telegraph, cable, radio
or wireless, or be given personally or by telephone, not later than the day
before the day on which the meeting is to be held. Every such notice shall
state the time and place of the meeting but need not state the purpose thereof.
Notice of any meeting of the Board need not be given to any Directors,
however, if waived by him in writing or by telegraph, cable, radio or wireless,
whether before or after such meeting be held, or if he shall be present at
such meeting unless his attendance at the meeting is expressly for the purpose
of objecting to the transaction of any business because the meeting is not
lawfully convened; and any meeting of the board shall be a legal meeting
without any notice thereof having been given, if all of the Directors shall be
present thereat.
Section 10. Resignations.
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Any Director of the Corporation may resign at any time by giving written notice
to the President or to the Clerk of the Corporation. Such resignation shall
take effect at the time specified therein; and, unless otherwise specified
therein, the acceptance of such resignation shall not be necessary to make it
effective.
Section 11. Removal of Directors.
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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 (75%) percent 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 Directors duties.
Section 12. Vacancies.
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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 the Shareholders.
Section 13. Compensation.
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Directors shall receive such compensation for attendance at regular or special
meetings as the Board of Directors shall from time to time determine.
Section 14. Directors' Participation in Meeting by Telephone.
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A Director may participate in a meeting of the Board of Directors by means of
conference telephone or similar communication equipment enabling all Directors
participating in the meeting to hear one another. Participation in a meeting
pursuant to this section shall constitute presence in person at such meeting.
Section 15. Directors' Action Without Meeting.
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If all the Directors then holding office severally or collectively consent in
writing to any action taken or to be taken by the Corporation, such action
shall be valid as though it had been authorized at a meeting of the Board of
Directors. The Clerk shall file such consent or consents with the minutes of
the meetings of the Board of Directors.
ARTICLE III
COMMITTEES
Section 1. Designation; Vacancies.
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The Board of Directors, by a resolution passed by a majority of the whole
Board, may designate such number of their members not less than two (2),
including the President of the Corporation, as it may from time to time
determine, to constitute an Executive Committee, each member of which, unless
otherwise determined by the Board, shall continue to be a member thereof until
the expiration of his term of office as a Director.
Section 2. Powers.
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During the intervals between the meetings of the Board of Directors, the
Executive Committee shall have all of the powers of the Board of Directors in
the management of the business and affairs of the Corporation, except those
prescribed by applicable Maine law, and may exercise such powers in such manner
as the Executive Committee shall deem best for the interests of the Corporation
in all cases in which specific directions shall not have been given by the
Board of Directors.
Section 3. Procedure; Meetings; Quorum.
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The Executive Committee shall make its own rules of procedure and shall meet at
such times and at such place or places as may be provided by such rules or by
resolution of the Executive Committee. A majority of the whole number of the
members of the Executive Committee shall constitute a quorum at any meeting
thereof, and the act of a majority of those present at a meeting at which a
quorum is present shall be the act of the Executive Committee. The Board of
Directors shall have power at any time to change the members of the Executive
Committee, to fill vacancies, and to discharge the Executive Committee.
Section 4. Other Committees.
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The Board of Directors, by resolution passed by a majority of the whole Board,
may designate members of the board to constitute other committees, which shall
in each case consist of such number of Directors and shall have and may
exercise such powers, as the Board may determine and specify in the respective
resolutions appointing them. Such committees shall have such name or names as
may be determined from time to time by resolution adopted by the Board of
Directors. The Board of Directors shall have power at any time to change the
members of any such committee, to fill vacancies, and to discharge any such
committee.
Section 5. Compensation.
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Members of the Executive Committee or of other committees of the Board of
Directors shall receive such compensation for their services as members of such
committees as the Board of Directors shall from time to time determine.
ARTICLE IV
OFFICERS
Section 1. Number.
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The officers of the Corporation may include a Chairman of the Board and shall
include a President, a Treasurer, and a Clerk who shall be the registered agent
and such other officers as the Board of Directors may from time to time deem
appropriate. One person may hold the offices and perform the duties of more
than one of said officers.
Section 2. Election, Term of Office and Qualifications.
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The officers shall be elected annually by the Board of Directors. Each officer
shall hold office until his successor shall have been elected and shall have
qualified, or until his death or until he shall have resigned or shall have
been removed in the manner hereinafter provided.
Section 3. Removal.
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Any officer may be removed, by the Board of Directors whenever, in its
judgment, the best interests of the Corporation will be served by such action.
Section 4. Resignations.
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Any officer may resign at any time by giving written notice to the Board of
Directors or to the President or to the Clerk. Such resignation shall take
effect at the time specified therein; and, unless otherwise specified therein
and the acceptance of such resignation shall not be necessary to make it
effective.
Section 5. Vacancies.
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A vacancy in any office because of death, resignation, removal or any other
cause shall be filled for the unexpired portion of the term in the manner
prescribed in these By-laws for election or appointment to such office.
Section 6. The Chairman of the Board.
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The Chairman of the Board, if there shall be one, shall be elected from among
the Directors and shall, if present, preside at all meetings of the
shareholders and of the Board of Directors. Except where by law the signature
of the President is required, he shall possess the same power as the President
to sign all certificates, contracts and other instruments of the Corporation
which may be authorized by the Board of Directors or by the Executive
Committee. He shall, in general, perform all duties incident to the office of
Chairman of the Board, subject, however, to the direction and control of the
Board of Directors and of the Executive Committee, and such other duties as
from time to time may be assigned to him by the Board of Directors or by the
Executive Committee.
Section 7. The President.
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The President shall be the chief executive and administrative officer of the
Corporation and shall have general and active supervision and direction over
the day-to-day business and affairs of the Corporation and over its several
officers, subject, however, to the direction and control of the Board of
Directors and of the Executive Committee. At the request of the Chairman of the
Board, or in case of his absence or inability to act, the President may act in
his place. He shall sign or countersign all certificates, contracts and other
instruments of the Corporation as authorized by the Board of Directors, and
shall perform all such other duties as from time to time may be assigned to
him by the Board of Directors or the Executive Committee.
Section 8. The Vice Presidents.
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Each Vice President shall have such powers and perform such duties as the Board
of Directors may from time to time prescribe. At the request of the President,
or in case of his absence or inability to act, any Vice President may act in
his place, and when so acting shall have all the powers and be subject to all
the restrictions of the President.
Section 9. The Clerk.
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The Clerk, who shall be an inhabitant of the State of Maine and shall keep his
office therein, shall be the registered agent of the Corporation; shall keep or
cause to be kept in books provided for the purpose the minutes of the meetings
of the shareholders and of the Board of Directors; shall see that all notices
are duly given in accordance with the provisions of these By-laws and as
required by law; shall be the custodian of the records, stock certificate
records and of the seal of the corporation and see that the seal is affixed
to all documents the execution of which on behalf of the Corporation under its
seal is duly authorized in accordance with the provisions of these By-laws;
and in general, shall perform all duties incident to the office of Secretary
and such other duties as may, from time to time, be assigned to him by the
Board of Directors or by the President.
Section 10. The Treasurer.
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The Treasurer shall be the financial officer of the Corporation; shall have
charge and custody of, and be responsible for, all funds of the Corporation,
and deposit all such funds in the name of the Corporation in such banks, trust
companies or other depositaries as shall be selected by the Board of Directors;
shall receive, and give receipts for, moneys due and payable to the Corporation
from any source whatsoever; and in general, shall perform all the duties
incident to the office of Treasurer and such other duties as from time to time
may be assigned to him by the Board of Directors or by the President.
Section 11. Salaries.
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The salaries of the Chairman of the Board, President, Treasurer and Clerk and
other officers shall be fixed from time to time by the Board of Directors. No
officer shall be prevented from receiving such salary by reason of the fact
that he is also a Director of the Corporation.
ARTICLE V
CONTRACTS, CHECKS, NOTES, ETC.
Section 1. Execution of Contracts.
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All contracts and agreements authorized by the Board of Directors, and all
checks, drafts, notes, bonds, bills of exchange and orders for the payment of
money shall, unless otherwise directed by the Board of Directors, or unless
otherwise required by law, be signed by any two of the following officers:
The Chairman of the Board, President, Vice President, Treasurer, or Clerk.
The Board of Directors may, however, authorize any one of said officers to
sign checks, drafts and orders for the payment of money singly and without
necessity of counter signature, and may designate officers and employees of
the Corporation other than those named above, or different combinations of
such officers and employees, who may, in the name of the Corporation, execute
checks, drafts, and orders for the payment of money on its behalf.
Section 2. Loans.
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No loans shall be contracted on behalf of the Corporation and no negotiable
paper shall be signed in its name unless authorized by resolution of the Board
of Directors. When authorized by the Board of Directors to do so, any officer
or agent of the Corporation thereunto authorized may effect loans and advances
at any time for the Corporation from any bank, trust company or other
institution, or from any firm, corporation or individual, and for such loans
and advances may make, execute and deliver promissory notes, bonds or other
certificates or evidences of indebtedness of the Corporation and, when
authorized so to do, may pledge, hypothecate or transfer any securities or
other property of the Corporation as security for any such loans or advances.
Such authority may be general or confined to specific instances.
ARTICLE VI
STOCK AND DIVIDENDS
Section 1. Certificates of Stock.
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Every stockholder shall be entitled to have a certificate certifying the number
of shares owned by him in the Corporation. The certificates of stock shall
be numbered and registered in the order in which they are issued. They shall
be bound in a book and shall be issued in consecutive order therefrom. In the
margin thereof shall be entered the name of the person owning the shares
therein represented with the number of shares and the date thereof. The
certificates shall exhibit the holder's name and number of shares represented
thereby. They shall be signed by the President and countersigned by the
Secretary and may be sealed with the seal of the Corporation or a facsimile
thereof. Such certificates shall be transferable on the stock books of the
Corporation in person or by attorney, but, except as hereinafter provided in
the case of loss, destruction or mutilation of certificates, no transfer of
stock shall be entered until the previous certificate, if any, given for the
same shall have been surrendered and cancelled.
A record of shareholders giving the names and addresses of all shareholders and
the number and class of the shares held by each, shall be kept at the
Corporation's registered office or principal place of business.
The person in whose name shares of stock stand on the books of the Corporation
shall be deemed the owner thereof for all purposes as regards the Corporation.
The Board of Directors may make such rules and regulations as it may deem
expedient, not inconsistent with these By-laws, concerning the issue, transfer
and registration of certificates for shares of the capital stock of the
Corporation.
Section 2. Closing of Transfer Books or Fixing of Record Date.
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For the purpose of determining shareholders entitled to notice of or to vote
at any meeting of shareholders or any adjournment thereof, or shareholders
entitled to receive payment of any dividend, or in order to make a
determination of shareholders for any other proper purpose, the Board of
Directors of the Corporation may provide that the stock transfer books shall
be closed for a stated period but not to exceed, in any case, fifty (50) days.
If the stock transfer books shall be closed for the purpose of determining
shareholders entitled to notice of or to vote at a meeting of shareholders,
such books shall be closed for at least ten (10) days immediately preceding
such meeting. In lieu of closing the stock transfer books, the Board of
Directors may fix in advance a date as the record date for any such
determination of shareholders, such date in any case to be not more than
fifty (50) days and, in case of a meeting of shareholders, not less than
ten (10) days prior to the date on which the particular action, requiring
such determination of shareholders, is to be taken.
Section 3. Lost, Destroyed or Mutilated Certificates.
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In case of loss, destruction or mutilation of any certificate of stock,
another may be issued in its place upon proof of such loss, destruction or
mutilation and upon satisfying such other requirements as the Board of
Directors shall specify, including such provision for indemnity as may seem
advisable to the Board of Directors.
Section 4. Dividends.
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Subject to the provisions of the Articles of Incorporation of the Corporation,
and to the extent permitted by law, the Board of Directors may declare
dividends on the shares of stock of the Corporation at such times and in such
amounts as, in its opinion, are advisable in view of the condition of the
affairs of the Corporation.
ARTICLE VII
SEAL
The Board of Directors shall provide a corporate seal which shall be in the
form of a circle and shall bear the name of the Corporation and words and
figures indicating the year and state in which the Corporation was
incorporated.
ARTICLE VIII
FISCAL YEAR
The fiscal year of the Corporation shall be fixed by the Board of Directors.
ARTICLE IX
WAIVER OF NOTICE
Whenever any notice is required to be given to any shareholder or Director by
these By-laws or the Articles of Incorporation or the laws of the State of
Maine, a waiver of the notice in writing, signed by the person or persons
entitled to the notice, whether before or after the time stated therein, shall
be deemed equivalent to giving the notice.
ARTICLE X
AMENDMENTS, ETC.
Section 1. Amendments.
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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 meeting expressly called for that purpose.
Section 2. Supplemental Resolutions.
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The Board of Directors by resolution, adopted by (i) two-thirds of the
Directors who are not affiliated with any acquiring or offering person in the
case of Sections 2 and 4 of Exhibit B to the Articles of Incorporation or (ii)
a majority of the Directors in all other cases, may supplement, interpret,
clarify or enforce the provisions of the Articles of Incorporation and By-laws.
Such resolution shall be binding and may be relied upon for all purposes
provided that the resolution is not inconsistent with law, the Articles of
Incorporation or these By-laws.
ARTICLE XI
INDEMNIFICATION
Section 1. Indemnification of Officers and Directors.
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As provided in Section 719 of the Maine Business Corporation Act, and without
limiting any rights provided therein, the Corporation may in all cases
indemnify any person who was or is a party or is threatened to be made a party
to any threatened, pending or completed action, suit or proceeding, whether
civil, criminal, administrative or investigative, by reason of the fact that
he is or was a Director, officer, employee or agent of the Corporation, or is
or was serving at the request of the Corporation as a Director, officer,
employee or agent of another corporation, partnership, joint venture, trust
or other enterprise, against expenses, including attorney's fees, judgments,
fines and amounts paid in settlement actually and reasonably incurred by him
in connection with such action, suit or proceeding; provided that no
indemnification shall be provided for any person with respect to any matter as
to which he shall have been finally adjudicated in any action, suit or
proceeding not to have acted in good faith in the reasonable belief that his
action was in the best interests of the Corporation or, with respect to any
criminal action or proceeding, had reasonable cause to believe that his
conduct was unlawful. The termination of any action, suit or proceeding by
judgment, order or conviction adverse to such person, or by settlement or plea
of nolo contendere or its equivalent, shall not of itself create a presumption
that such person did not act in good faith in the reasonable belief that his
action was in the best interests of the Corporation and with respect to any
criminal action or proceeding, had reasonable cause to believe that his
conduct was unlawful.
Section 2.
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The Corporation may purchase and maintain insurance on behalf of any person
who is or was a Director, officer, employee or agent of the Corporation, or is
or was serving at the request of the Corporation as a Director, officer,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise against any liability asserted against him and incurred by
him in any such capacity, or arising out of his status as such, whether or not
the Corporation would have the power to indemnify him against such liability
under this section.
The above BY-LAWS OF BETHEL BANCORP AS AMENDED is a complete and accurate copy,
reflecting all amendments through December 22, 1994.
/s/ Ariel Rose Gill 12/22/94
_________________________ ________________
Ariel Rose Gill Date
Corporate Clerk