Registration No. Exhibit 25.1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM T-1
STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939
OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE
CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO
SECTION 305(b)(2)
WILMINGTON TRUST FSB
(Exact name of trustee as specified in its charter)
Delaware 52-1877389
(State of incorporation) (I.R.S. employer identification no.)
542 Riverside Drive
Salisbury, Maryland 21801
(Address of principal executive offices)
Cynthia L. Corliss
Vice President and Trust Counsel
Wilmington Trust Company
Rodney Square North
Wilmington, Delaware 19890
(302) 651-8516
(Name, address and telephone number of agent for service)
HANOVER EQUIPMENT TRUST 2001B
(Exact name of obligor as specified in its charter)
Delaware 51-6523442
(State of incorporation) (I.R.S. employer identification no.)
c/o Wilmington Trust Company
1100 North Market Street, Rodney Square North
Wilmington, Delaware 19890-0001
(Address of principal executive offices) (Zip Code)
8.75% Senior Secured Notes due 2011
(Title of the indenture securities)
ITEM 1. GENERAL INFORMATION.
Furnish the following information as to the trustee:
(a) Name and address of each examining or supervising authority to which
it is subject.
Office of Thrift Supervision
1475 Peachtree Street, N.E.
Atlanta, GA 30309
(b) Whether it is authorized to exercise corporate trust powers.
The trustee is authorized to exercise corporate trust powers.
ITEM 2. AFFILIATIONS WITH THE OBLIGOR.
If the obligor is an affiliate of the trustee, describe each
affiliation:
Based upon an examination of the books and records of the trustee and
upon information furnished by the obligor, the obligor is not an affiliate
of the trustee.
ITEM 16. LIST OF EXHIBITS.
List below all exhibits filed as part of this Statement of Eligibility
and Qualification.
A. Copy of the Federal Stock Savings Bank Charter of Wilmington Trust
FSB, which includes the certificate of authority of Wilmington Trust
FSB to commence business and the authorization for Wilmington Trust
FSB to exercise corporate trust powers.
B. Copy of By-Laws of Wilmington Trust FSB.
C. Consent of Wilmington Trust FSB required by Section 321 (b) of Trust
Indenture Act.
D. Copy of most recent Report of Condition of Wilmington Trust FSB.
Pursuant to the requirements of the Trust Indenture Act of 1939, as
amended, the trustee, Wilmington Trust FSB, a corporation organized and existing
under the laws of Delaware, has duly caused this Statement of Eligibility to be
signed on its behalf by the undersigned, thereunto duly authorized, all in the
City of Wilmington and State of Delaware on the 22nd day of November, 2002.
WILMINGTON TRUST FSB
[SEAL]
By: /s/ Howard K. Cohen
Attest:------------------------- ------------------------
Assistant Secretary Name: Howard K. Cohen
Title: Vice President
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EXHIBIT A
Charter No. 6012
FEDERAL STOCK SAVINGS BANK CHARTER
----------------------------------
WILMINGTON TRUST FSB
As existing on June 10, 1994.
FEDERAL STOCK SAVINGS BANK CHARTER
WILMINGTON TRUST FSB
SECTION 1. Corporate Title. The full corporate title of the savings bank is
Wilmington Trust FSB.
SECTION 2. Office. The home office shall be located in Salisbury, Maryland.
SECTION 3. Duration. The duration of the savings bank is perpetual.
SECTION 4. Purpose and Powers. The purpose of the savings bank is to pursue
any or all of the lawful objectives of a Federal savings bank chartered under
Section 5 of the Home Owners' Loan Act and to exercise all of the express,
implied, and incidental powers conferred thereby and by all acts amendatory
thereof and supplemental thereto, subject to the Constitution and laws of the
United States as they are now in effect, or as they may hereafter be amended,
and subject to all lawful and applicable rules, regulations, and orders of the
Office of Thrift Supervision ("OTS").
SECTION 5. Capital Stock. The total number of shares of all classes of the
capital stock which the savings bank has the authority to issue is 10,000,000,
all of which shall be common stock of par value of $1.00 per share. The shares
may be issued from time to time as authorized by the Board of Directors without
the approval of its shareholders, except as otherwise provided in this Section 5
or to the extend that such approval is required by governing law, rule, or
regulation. The consideration for the issuance of the shares shall be paid in
full before their issuance and shall not be less than the par value. Neither
promissory notes nor future services shall constitute payment or part payment
for the issuance of shares of the savings bank. The consideration for the shares
shall be cash, tangible or intangible property (to the extend direct investment
in such property would be permitted to the savings bank), labor, or services
actually performed for the savings bank, or any combination of the foregoing. In
the absence of actual fraud in the transaction, the value of such property,
labor, or services, as determined by the Board of Directors of the savings bank,
shall be conclusive. Upon payment of such consideration, such shares shall be
deemed to be fully paid and nonassessable. In the case of a stock dividend, that
part of the surplus of the savings bank which is transferred to stated capital
upon the issuance of shares of as a share dividend shall be deemed to be the
consideration for their issuance.
Except for shares issuable in connection with the conversion of the savings
bank from the mutual to stock form of capitalization, no shares of common stock
(including shares issuable upon conversion, exchange, or exercise of other
securities) shall be issued, directly or indirectly, to officers, directors, or
controlling persons of the savings bank other than as part of a general public
offering or as qualifying shares to a director, unless the issuance or the plan
under which they would be issued has been approved by a majority of the total
votes eligible to be cast as a legal meeting.
The holders of the common stock shall exclusively possess all voting power.
Each holder of shares of common stock shall be entitled to one vote for each
share held by such holder, except as to the cumulation of votes for the election
of directors. Subject to any provision for a liquidation account, in the event
of any liquidation, dissolution, or winding up of the savings bank, the holders
of the common stock shall be entitled, after payment or provision for payment of
all debts and liabilities of the savings bank, to receive the remaining assets
of the savings bank available for distribution, in cash or in kind. Each share
of common stock shall have the same relative rights as and be identical in all
respects with all the other shares of common stock.
SECTION 6. Preemptive Rights. Holders of the capital stock of the savings
bank shall not be entitled to preemptive rights with respect to any shares of
the savings bank which may be issued.
SECTION 7. Directors. The savings bank shall be under the direction of a
Board of Directors. The authorized number of directors, as stated in the savings
bank's bylaws, shall not be fewer than five nor more than fifteen except when a
greater number is approved by the OTS.
SECTION 8. Amendment of Charter. Except as provided in Section 5, no
amendment, addition, alteration, change, or repeal of this charter shall be
made, unless such is first proposed by the Board of Directors of the savings
bank, then preliminarily approved by the OTS, which preliminary approval may be
granted by the OTS pursuant to regulations specifying preapproved charter
amendments, and thereafter approved by the shareholders by a majority of the
total votes eligible to be cast at a legal. Any amendment, addition, alteration,
change, or repeal so acted upon shall be effective upon filing with the OTS in
accordance with regulatory procedures or on such other date as the OTS may
specify in its preliminary approval.
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EXHIBIT B
BY-LAWS
OF
WILMINGTON TRUST FBS
As existing on November 10, 1995
BY-LAWS OF WILMINGTON TRUST FBS
ARTICLE I - HOME OFFICE
The home office of this savings bank shall be at 542 Riverside Drive, in the
County of Wicomico, in the State of Maryland.
ARTICLE II - SHAREHOLDERS
SECTION 1. Place of Meetings. All annual and special meetings of
shareholders shall be held at the home office of the savings bank or at such
other place in the State in which the principal place of business of the savings
bank is located as the board of directors may determine.
SECTION 2. Annual Meeting. A meeting of the shareholders of the savings
bank for the election of directors and for the transaction of any other business
of the savings bank shall be held annually within 120 days after the end of the
savings bank's fiscal year on the third Thursday in April, if not a legal
holiday, and if a legal holiday, at 10:00 A.M. or at such other date and time
within at such 120-day period as the board of directors may determine.
SECTION 3. Special Meetings. Special meetings of the shareholders for any
purpose or purposes, unless otherwise prescribed by the regulations of the
Office of Thrift Supervision ("OTS"), may be called at any time by the chairman
of the board, the president or a majority of the board of directors, and shall
be called by the chairman of the board, the president, or the secretary upon the
written request of the holders of not less than one-tenth of all of the
outstanding capital stock of the savings bank entitled to vote at the meeting.
Such written request shall state the purpose or purposes of the meeting and
shall be delivered to the home office of the savings bank addressed to the
chairman of the board, the president, or the secretary.
SECTION 4. Conduct of Meetings. Annual and special meetings shall be
conducted in accordance with the most current edition of Robert's Rules of Order
unless otherwise prescribed by regulations of the OTS or these bylaws. The board
of directors shall designate, when present, either the chairman of the board or
president to preside at such meetings.
SECTION 5. Notice of Meeting. Written notice stating the place, day and
hour of the meeting and the purpose(s) for which the meeting is called shall be
delivered not fewer than 10 nor more than 50 days before the date of the
meeting, either personally or by mail, by or at the direction of the chairman of
the board, the president, the secretary or the directors calling the meeting, to
each shareholder of record entitled to vote at such meeting. If mailed, such
notice shall be deemed to be delivered when deposited in the mail, addressed to
the shareholder at the address as it appears on the stock transfer books or
records of the savings bank as of the record date prescribed in Section 6 of
this Article II with postage prepaid. When any shareholders' meeting, either
annual or special, is adjourned for 30 days or more, notice of the adjourned
meeting shall be given as in the case of an original meeting. It shall not be
necessary to give any notice of the time or place of any meeting adjourned for
less than 30 days or of the business to be transacted at the meeting, other than
an announcement at the meeting at which such adjournment is taken.
SECTION 6. Fixing of Record Date. For the purpose of determining
shareholders entitled to notice of or to vote at any meeting of shareholders or
any adjournment, 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 shall fix in advance a date as the record date for any
such determination of shareholders. Such date in any case shall be not more than
60 days and, in case of a meeting of shareholders, not fewer than 10 days prior
to the date on which the particular action, requiring such determination of
shareholders, is to be taken. When a determination of shareholders entitled to
vote at any meeting of shareholders has been made as provided in this section,
such determination shall apply to any adjournment.
SECTION 7. Voting Lists. At least 20 days before each meeting of the
shareholders, the officer or agent having charge of the stock transfer books for
shares of the savings bank shall make a complete list of shareholders entitled
to vote at such meeting, or any adjournment, arranged in alphabetical order,
with the address and the number of shares held by each. This list of
shareholders shall be kept on file at the home office of the savings bank and
shall be subject to inspection by any shareholder at any time during usual
business hours for a period of 20 days prior to such meeting. Such list also
shall be produced and kept open at the time and place of the meeting and shall
be subject to inspection by any shareholder during the entire time of the
meeting. The original stock transfer book shall constitute prinwfacie evidence
of the shareholders entitled to examine such list or transfer books or to vote
at any meeting of shareholders.
In lieu of making the shareholder list available for inspection by
shareholders as provided in the preceding paragraph, the board of directors may
elect to follow the procedures prescribed in (S)552.6(d) of the OTS's
regulations as now or hereafter in effect.
SECTION 8. Quorum. A majority of the outstanding shares of the savings
bank entitled to vote, represented in person or by proxy, shall constitute a
quorum at a meeting of shareholders. If less than a majority of the outstanding
shares is represented at a meeting, a majority of the shares so represented may
adjourn the meeting from time to time without further notice. At such adjourned
meeting at which a quorum is present or represented, any business may be
transacted which might have been transacted at the meeting as originally
notified. The shareholders present at a duly organized meeting may continue to
transact business until adjournment, notwithstanding the withdrawal of enough
shareholders to constitute less than a quorum.
SECTION 9. Proxies. At all meetings of shareholders, a shareholder may vote
by proxy executed in writing by the shareholder or by his duly authorized
attorney-in-fact. Proxies solicited
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on behalf of the management shall be voted as directed by the shareholder or, in
the absence of such direction, as determined by a majority of the board of
directors. No proxy shall be valid more than eleven months from the date of its
execution except for a proxy coupled with an interest.
SECTION 10. Voting of Shares in the Name of Two or More Persons. When
ownership stands in the name of two or more persons, in the absence of written
directions to the savings bank to the contrary, at any meeting of the
shareholders of the savings bank any one or more of such shareholders may cast,
in person or by proxy, all votes to which such ownership is entitled. In the
event an attempt is made to cast conflicting votes, in person or by proxy, by
the several persons in whose names shares of stock stand, the vote or votes to
which those persons are entitled shall be cast as directed by a majority of
those holding such and present in person or by proxy at such meeting, but no
votes shall be cast for such stock if a majority cannot agree.
SECTION 11. Voting of Shares by Certain Holders. Shares standing in the
name of another corporation may be voted by any officer, agent or proxy as the
bylaws of such corporation may prescribe, or, in the absence of such provision,
as the board of directors of such corporation may determine. Shares held by an
administrator, executor, guardian, or conservator may be voted by him, either in
person or by proxy, without a transfer of such shares into his name. Shares
standing in the name of a trustee may be voted by him, either in person or by
proxy, but no trustee shall be entitled to vote shares held by him without a
transfer of such shares into his name. Shares standing in the name of a receiver
may be voted by such receiver, and shares held by or under the control of a
receiver may be voted by such receiver without the transfer into his name if
authority to do so is contained in an appropriate order of the court or other
public authority by which such receiver 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, and
thereafter the pledgee shall be entitled to vote the shares so transferred.
Neither treasury shares of its own stock held by the savings bank nor
shares held by another corporation, if a majority of the shares entitled to vote
for the election of directors of such other corporation are held by the savings
bank, shall be voted at any meeting or counted in determining the total number
of outstanding shares at any given time for purposes of any meeting.
SECTION 12. Cumulative Voting. Every shareholder entitled to vote at an
election for directors shall have the right to vote, in person by proxy, the
number of shares owned by the shareholder for as many persons as there are
directors to be elected and for whose election the shareholder has a right to
vote, or to cumulate the votes by giving one candidate as many votes as the
number of such directors to be elected multiplied by the number of shares shall
equal or by distributing such votes on the same principle among any number of
candidates.
SECTION 13. Inspectors of Election. In advance of any meeting of
shareholders, the
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board of directors may appoint any persons other than nominees for office as
inspectors of election to act at such meeting or any adjournment. The number of
inspectors shall be either one or three. Any such appointment shall not be
altered at the meeting. If inspectors of election are not so appointed, the
chairman of the board or the president may, or on the request of not fewer than
10 percent of the votes represented at the meeting shall, make such appointment
at the meeting. If appointed at the meeting, the majority of the votes present
shall determine whether one or three inspectors are to be appointed. In case any
person appointed as inspector fails to appear or fails or refuses to act, the
vacancy may be filled by appointment by the board of directors in advance of the
meeting or at the meeting by the chairman of the board or the president.
Unless otherwise prescribed by regulations of the OTS, the duties of such
inspectors shall include: determining the number of shares and the voting power
of each share, the shares represented at the meeting, the existence of a quorum,
and the authenticity, validity and effect of proxies; receiving votes, ballots
or consents; hearing and determining all challenges and questions in any way
arising in connection with the rights to vote; counting and tabulating all votes
or consents; determining the result; and such acts as may be proper to conduct
the election or vote with fairness to all shareholders.
SECTION 14. Nominating Committee. The board of directors shall act as a
nominating committee for selecting management nominees for election as
directors. Except in the case of a nominee substituted as a result of the death
or other incapacity of a management nominee, the nominating committee shall
deliver written nominations to the secretary at least 20 days prior to the date
of the annual meeting. Upon delivery, such nominations shall be posted in a
conspicuous place in each office of the savings bank. No nominations for
directors except those made by the nominating committee shall be voted upon at
the annual meeting unless other nominations by shareholders are made in writing
and delivered to the secretary of the savings bank at least five days prior to
the date of the annual meeting. Upon delivery, such nominations shall be posted
in a conspicuous place in each office of the savings bank. Ballots bearing the
names of all persons nominated by the nominating committee and by shareholders
shall be provided for use at the annual meeting. However, if the nominating
committee shall fail or refuse to act at least 20 days prior to the annual
meeting, nominations for directors may be made at the annual meeting by any
shareholder entitled to vote and shall be voted upon.
SECTION 15. New Business. Any new business to be taken up at the annual
meeting shall be stated in writing and filed with the secretary of the savings
bank at least five days before the annual meeting, and all business so stated,
proposed and filed shall be considered at the annual meeting; but no other
proposal shall be acted upon at the annual meeting. Any shareholder may make any
other proposal at the annual meeting and the same may be discussed and
considered, but unless stated in writing and filed with the secretary at least
five days before the meeting, such proposal shall be laid over for action at an
adjourned, special or annual meeting of the shareholders taking place 30 days or
more thereafter. This provision shall not prevent the consideration and approval
or disapproval at the annual meeting of reports of officers, directors, and
committees; but in
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connection with such reports, no new business shall be acted upon at such annual
meeting unless stated and filed as herein provided.
SECTION 16. Informal Action by Shareholders. Any action required to be
taken at a meeting of the shareholders, or any other action which may be taken
at a meeting of the shareholders, may be taken without a meeting if consent in
writing, setting forth the action so taken, shall be given by all shareholders
entitled to vote with respect to the subject matter.
ARTICLE III - BOARD OF DIRECTORS
SECTION 1. General Powers. The business and affairs of this savings bank
shall be under the direction of its board of directors. The board of directors
shall annually elect a chairman of the board and one or more presidents from
among its members, and shall designate, when present, either the chairman of the
board or one of the presidents to preside at its meetings.
SECTION 2. Number and Term. The board of directors shall consist of not
less than five nor more than fifteen members, the precise number of which shall
be fixed by resolution of the board of directors from time to time. The
directors shall be elected annually, and shall serve for the ensuing year and
until their respective successors are duly elected and qualified.
SECTION 3. Regular and Special Meetings. Regular and special meetings of
the board of directors may be called by or at the request of the chairman of the
board, the president or one-third of the directors. The persons authorized to
call meetings of the board of directors may fix any place as the place for
holding that meeting.
Members of the board of directors may participate in regular or special
meetings by means of conference telephone or similar communications equipment by
which all persons participating in the meeting can hear each other. Such
participation shall constitute presence in person and, if the board of directors
so determines, shall constitute attendance for purpose of entitlement to
compensation pursuant to Section 11 of this Article.
SECTION 4. Qualification. Each director shall at all times be the
beneficial owner of not less than 100 shares of capital stock of the savings
bank unless the savings bank is a wholly owned subsidiary of a holding company.
SECTION 5. Notice. Written notice of any special meeting shall be given to
each director at least two days prior thereto when delivered personally or by
telegram or at least five days prior thereto when delivered by mail at the
address at which the director is most likely to be reached. Such notice shall be
deemed to be delivered when deposited in the mail so addressed, with postage
prepaid if mailed or when delivered to the telegraph company if sent by
telegram. Any director may waive notice of any meeting by a writing filed with
the secretary. The attendance of a director at a meeting shall constitute a
waiver of notice of such meeting, except where a director attends a meeting
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for the express purpose of objecting to the transaction of any business because
the meeting is not lawfully called or convened. Neither the business to be
transacted at, nor the purpose of, any meeting of the board of directors need to
be specified in the notice or waiver of notice of such meeting.
SECTION 6. Quorum. A majority of the number of directors fixed by Section 2
of this Article III shall constitute a quorum for the transaction of business at
any meeting of the board of directors; but if less than such majority is present
at a meeting, a majority of the directors present may adjourn the meeting from
time to time. Notice of any adjourned meeting shall be given in the same manner
as prescribed by Section 5 of this Article III.
SECTION 7. Manner of Acting. The act of a majority of the directors present
at a duly convened meeting at which a quorum is present shall be the act of the
board of directors, unless a greater number is prescribed by the regulations of
the OTS or these bylaws.
SECTION 8. Action Without a Meeting. Any action required or permitted to be
taken by the board of directors at a meeting may be taken without a meeting if a
consent in writing, setting forth the action so taken, is signed by all of the
directors.
SECTION 9. Resignation. Any director may resign at any time by sending a
written notice of such resignation to the home office of the savings bank
addressed to the chairman of the board or the president. Unless otherwise
specified, such resignation shall take effect upon receipt by the chairman of
the board or the president. More than three consecutive absences from regular
meetings of the board of directors, unless excused by resolution of the board of
directors, shall automatically constitute a resignation, effective when such
resignation is accepted by the board of directors.
SECTION 10. Vacancies. Any vacancy on the board of directors may be filled
by the affirmative vote of a majority of the remaining directors although less
than a quorum of the board of directors. A director elected to fill a vacancy
shall be elected to serve until the next election of directors by the
shareholders. Any directorship to be filled by reason of an increase in the
number of directors for may be filled by election by the board of directors for
a term of office continuing only until the next election of directors by the
shareholders.
SECTION 11. Compensation. Directors, as such, may receive a stated salary
for their services. By resolution of the board of directors, a reasonable fixed
sum, and reasonable expenses of attendance, if any, may be allowed for
attendance, whether in person or by telephone, at any regular or special meeting
of the Board of directors.
Members of either standing or special committees may be allowed such
compensation for attendance, whether in person or by telephone, at committee
meetings as the Board of directors may determine from time to time.
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SECTION 12. Presumption of Assent. A director of the savings bank who is
present at a meeting of the board of directors at which action on any savings
bank matter is taken shall be presumed to have assented to the action taken
unless his dissent or abstention shall be entered into the minutes of the
meeting or unless he shall file a written dissent to such action with the person
acting as the secretary of the meeting before the adjournment thereof or shall
forward such dissent by registered mail to the secretary of the savings bank
within five days after the date a copy of the minutes of the meeting is
received. Such right to dissent shall not apply to a director who voted in favor
of such action.
SECTION 13. Removal of Directors. At a meeting of shareholders called
expressly for that purpose, any director may be removed for cause by a vote of
the holders of a majority of the shares then entitled to vote at an election of
directors. If less than the entire board is to be removed, no one of the
directors may be removed if the votes cast against the removal would be
sufficient to elect a director if then cumulatively voted at an election of the
class of directors of which such director is a part. Whenever the holders of the
shares of any class are entitled to elect one or more directors by the
provisions of the charter or supplemental sections thereto, the provisions of
this section shall apply, in respect to the removal of a director or directors
so elected, to the vote of the holders of the outstanding shares of that class
and not to the vote of the outstanding shares as a whole.
ARTICLE IV - EXECUTIVE AND OTHER COMMITTEES
SECTION 1. Appointment. The board of directors, by resolution adopted by a
majority of the full board, may designate the chief executive officer and two or
more of the other directors to constitute an executive committee. The
designation of any committee pursuant to this Article IV and the delegation of
authority shall not operate to relieve the board of directors, or any director,
of any responsibility imposed by law or regulation.
SECTION 2. Authority. The executive committee, when the board of directors
is not in session, shall have and may exercise all of the authority of the board
of directors except to the extent, if any, that such authority shall be limited
by the resolution appointing the executive committee; and except also that the
executive committee shall not have the authority of the board of directors with
reference to: the declaration of dividends; the amendment of the charter or
bylaws of the savings bank, or recommending to the stockholders a plan of
merger, consolidation or conversion; the sale, lease or other disposition of all
or substantially all of the property and assets of the savings bank otherwise
than in the usual and regular course of its business; a voluntary dissolution of
the savings bank; a revocation of any of the foregoing; or the approval of a
transaction in which any member of the executive committee, directly or
indirectly, has any material beneficial interest.
SECTION 3. Tenure. Subject to the provisions of Section 8 of this Article
IV, each member of the executive committee shall hold office until the next
regular annual meeting of the board of directors following his or her
designation and until a successor is designated as a member of
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the executive committee.
SECTION 4. Meetings. Regular meetings of the executive committee may be
held without notice at such times and places as the executive committee may fix
from time to time by resolution. Special meetings of the executive committee may
be called by any member thereof upon not less than one day's notice stating the
place, date, and hour of the meeting, which notice may be written or oral. Any
member of the executive committee may waive notice of any meeting and no notice
of any meeting need be given to any member thereof who attends in person. The
notice of a meeting of the executive committee need not state the business
proposed to be transacted at the meeting.
SECTION 5. Quorum. A majority of the members of the executive committee
shall constitute a quorum for the transaction of business at any meeting
thereof, and action of the Executive committee must be authorized by the
affirmative vote of a majority of the members present at a meeting at which a
quorum is present.
SECTION 6. Action Without a Meeting. Any action required or permitted to be
taken by the executive committee at a meeting may be taken without a meeting if
a consent in writing, setting forth the action so taken, shall be signed by all
of the members of the executive committee.
SECTION 7. Vacancies. Any vacancy in the executive committee may be filled
by a resolution adopted by a majority of the full board of directors.
SECTION 8. Resignations and Removal. Any member of the executive committee
may be removed at any time with or without cause by a resolution adopted by a
majority of the full board of directors. Any member of the executive committee
may resign from the executive committee at any time by giving written notice to
the president or secretary of the savings bank. Unless otherwise specified, such
resignation shall take effect upon its receipt; the acceptance of such
resignation shall not be necessary to make it effective.
SECTION 9. Procedure. The executive committee shall elect a presiding
officer from its members and may fix its own rules of procedure which shall not
be inconsistent with these bylaws. It shall keep regular minutes of its
proceedings and report the same to the board of directors for its information at
the meeting held next after the proceedings shall have occurred.
SECTION 10. Other Committees. The board of directors may by resolution
establish an audit, loan or other committee composed of directors as they may
determine to be necessary or appropriate for the conduct of the business of the
savings bank and may prescribe the duties, constitution, and procedures thereof.
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ARTICLE V - OFFICERS
SECTION 1. Positions. The officers of this savings bank shall be one or
more presidents, one or more vice presidents, a secretary and a treasurer, each
of whom shall be elected by the board of directors. The board of directors may
also designate the chairman of the board as an officer. One of the presidents
shall be the chief executive officer, unless the board of directors designates
the chairman of the board as chief executive officer. The president(s) shall be
director(s) of this savings bank. The offices of secretary and treasurer may be
held by the same person and a vice president may also be either the secretary or
the treasurer. The board of directors may designate one or more vice presidents
as executive vice president or senior vice president. The board of directors
also may elect or authorize the appointment of such other officers as the
business of this savings bank may require. The officers shall have such
authority and perform such duties as the board of directors may from time to
time authorize or determine. In the absence of action by the board of directors,
the officers shall have such powers and duties as generally pertain to their
respective offices.
SECTION 2. Election and Term of Office. The officers of this savings bank
shall be elected annually at the first meeting of the board of directors held
after each annual meeting of the shareholders. If the election of officers is
not held at such meeting, such election shall be held as soon thereafter as
possible. Each officer shall hold office until a successor has been duly elected
and qualified or until the officer's death, resignation, or removal in the
manner hereinafter provided. Election or appointment of an officer, employee, or
agent shall not of itself create contractual rights. The board of directors may
authorize the savings bank to enter into an employment contract with any officer
in accordance with regulations of the OTS; but no such contract shall impair the
right of the board of directors to remove any officer at any time in accordance
with Section 3 of this Article V.
SECTION 3. Removal. Any officer may be removed by the board of directors
whenever in its judgment the best interests of the savings bank would be served
thereby, but such removal, other than for cause, shall be without prejudice to
the contractual rights, if any, of the person so removed.
SECTION 4. Vacancies. A vacancy in any office because of death,
resignation, removal, disqualification, or otherwise may be filled by the board
of directors for the unexpired portion of the term.
SECTION 5. Remuneration. The remuneration of the officers shall be fixed
from time to time by the board of directors.
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ARTICLE VI - CONTRACTS, LOANS, CHECKS AND DEPOSITS
SECTION 1. Contracts. To the extent permitted by regulations of the OTS,
and except as otherwise prescribed by these bylaws with respect to certificates
for shares, the board of directors may authorize any of officer, employee or
agent of the savings bank to enter into any contract or to execute and deliver
any instrument in the name of and on behalf of the savings bank. Such authority
may be general or confined to specific instances.
SECTION 2. Loans. No loans shall be contracted on behalf of the savings
bank and no evidence of indebtedness shall be issued in its name unless
authorized by the board of directors. Such authority may be general or confined
to specific instances.
SECTION 3. 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 savings bank shall be signed by one or more officers, employees or agents
of the savings bank in such manner as shall from time to time be determined by
the board of directors.
SECTION 4. Deposits. All funds of the savings bank not otherwise employed
shall be deposited from time to time to the credit of the savings bank in any
duly authorized depositories as the board of directors may select.
ARTICLE VII - CERTIFICATES FOR SHARES AND THEIR TRANSFER
SECTION 1. Certificates for Shares. Certificates representing shares of
capital stock of the savings bank shall be in such form as shall be determined
by the board of directors and approved by the OTS. Such certificates shall be
signed by the chief executive officer or by any other officer of the savings
bank authorized by the board of directors, attested by the secretary or an
assistant secretary, and sealed with the corporate seal or a facsimile thereof.
The signatures of such officers upon a certificate may be facsimiles if the
certificate is manually signed on behalf of a transfer agent or a registrar
other than the savings bank itself or one of its employees. Each certificate for
shares of capital stock shall be consecutively numbered or otherwise identified.
The name and address of the person to whom the shares are issued, the number of
shares and date of issue, shall be entered on the stock transfer books of the
savings bank. All certificates surrendered to the savings bank for transfer
shall be canceled and no new certificate shall be issued until the former
certificate for a like number of shares has been surrendered and canceled,
except that in the case of a lost or destroyed certificate, a new certificate
may be issued upon such terms and indemnity to the savings bank as the board of
directors may prescribe.
SECTION 2. Transfer of Shares. Transfer of shares of the capital stock of
the savings bank shall be made only on its stock transfer books. Authority for
such transfer shall be given only by the holder of record or by his legal
representative, who shall furnish proper evidence of such
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authority, or by his attorney authorized by a duly executed power of attorney
and filed with the savings bank. Such transfer shall be made only on surrender
for cancellation of the certificate for such shares. The person in whose name
shares of capital stock stand on the books of the savings bank shall be deemed
by the savings bank to be the owner for all purposes.
ARTICLE VIII - FISCAL YEAR
The fiscal year of this savings bank shall end on the 31st day of December
of each year.
ARTICLE IX - DIVIDENDS
Subject to the terms of the savings bank's charter and the regulations and
orders of the OTS, the board of directors may, from time to time, declare, and
the savings bank may pay, dividends on its outstanding shares of capital stock.
ARTICLE X - CORPORATE SEAL
The board of directors shall approve a savings bank seal which shall be two
concentric circles between which shall be the name of the savings bank. The year
of incorporation or an emblem may appear in the center.
ARTICLE XI - AMENDMENTS
These bylaws may be amended in a manner consistent with regulations of the
OTS at any time by a majority of the full board of directors or by a majority
vote of the votes cast by the stockholders of the savings bank at any legal
meeting.
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EXHIBIT C
Section 321(b) Consent
Pursuant to Section 321(b) of the Trust Indenture Act of 1939, as amended,
Wilmington Trust FSB hereby consents that reports of examinations by Federal,
State, Territorial or District authorities may be furnished by such authorities
to the Securities and Exchange Commission upon requests therefor.
WILMINGTON TRUST FSB
Dated: November 22, 2002
By: /s/ John M. Beeson, JR.
------------------------
Name: JOHN M. BEESON, JR.
Title: Vice President
EXHIBIT D
REPORT OF CONDITION
WILMINGTON TRUST FSB SALISBURY
- ---------------------------- of -----------------
Name of Bank City
in the State of Maryland , at the close of business on September 30, 2002.
ASSETS Thousands of dollars
Cash, Deposits and Investment Securities:............................ 29,417
Mortgage Pool Securities:............................................ 2,753
Mortgage Loans:...................................................... 63,354
Nonmortgage Loans:................................................... 56,441
Commercial Loans:....................... 4,769
Consumer Loans:......................... 52,463
Repossessed Assets:.................................................. 73
Office Premises and Equipment........................................ 5,018
Other Assets:........................................................ 2,459
Total Assets:........................................................ 159,515
LIABILITIES
Deposits:............................................................ 45,659
Escrows.............................................................. 216
Unamortized Yield Adjustments on Deposits............................ 0
Borrowings:.......................................................... 98,140
Other Liabilities:................................................... 3,949
Total Liabilities:................................................... 147,964
EQUITY CAPITAL
Perpetual preferred stock:........................................... 0
Common Stock:
Par Value.................................................. 3,000
Paid in Excess of Par...................................... 15,500
Unrealized gains (losses) on available-for-sale securities........... 86
Retained Earnings.................................................... (7,035)
Other Components of Equity Capital................................... 0
Total Equity Capital................................................. 11,551
Total Liabilities, Redeemable Preferred Stock,
Minority Interest and Equity Capital............................... 159,515