EXHIBIT 99.1
The Commonwealth of Massachusetts
William Francis Galvin
Secretary of the Commonwealth
One Ashburton Place, Boston, Massachusetts 02108-1512
ARTICLES OF ORGANIZATION
(General Laws, Chapter 156B)
ARTICLE I
The exact name of the corporation is:
SIS BANCORP, INC.
ARTICLE II
The purpose of the corporation is to engage in the following
business activities:
See Exhibit A attached hereto and made a part hereof.
ARTICLE III
State the total number of shares and par value, if any, of each class of stock
which the corporation is authorized to issue.
WITHOUT PAR VALUE WITH PAR VALUE
- ------------------------------ ------------------------------------------
TYPE NUMBER OF SHARES TYPE NUMBER OF SHARES PAR VALUE
- ---- ---------------- ---- ---------------- ---------
Common: Common: 250,000 $.01
Preferred: Preferred: 50,000 $.01
ARTICLE IV
If more than one class of stock is authorized, state a distinguishing
designation for each class. Prior to the issuance of any shares of a class, if
shares of another class are outstanding, the corporation must provide a
description of the preferences, voting powers, qualifications, and special or
relative rights or privileges of that class and of each other class of which
shares are outstanding and of each series then established within any class.
See Exhibit B attached hereto and made a part hereof.
ARTICLE V
The restrictions, if any, imposed by the Articles of Organization upon the
transfer of shares of stock of any class are:
None
ARTICLE VI
Other lawful provisions, if any, for the conduct and regulation of the
business and affairs of the corporation, for its voluntary dissolution, or for
limiting, defining, or regulating the powers of the corporation, or of its
directors or stockholders, or of any class of stockholders:
See Exhibit C attached hereto and made a part hereof.
SIS BANCORP, INC.
ARTICLES OF ORGANIZATION
EXHIBIT A
ARTICLE II: Purposes
1. Buying, selling, investing in, holding and dealing in property of every
nature and description, real and personal, tangible and intangible;
2. Acquiring, investing in and holding stock in any subsidiary permitted under
the Bank Holding Company Act of 1956 or Chapter 167A of the Massachusetts
General Laws, as such statutes may be amended from time to time, and engaging
in any other activity or enterprise permitted to a bank holding company under
said statutes or other applicable law; and
3. In general, engaging in any other business which may lawfully be carried on
by a corporation organized under the Business Corporation Law of the
Commonwealth of Massachusetts, as amended from time to time.
SIS BANCORP, INC.
ARTICLES OF ORGANIZATION
EXHIBIT B
ARTICLE IV: Description of Each of the Different Classes of Stock
A description of the different classes and series of the Corporation's capital
stock and a statement of the designations and the relative rights, preferences
and limitations of the shares of each class and series of capital stock are as
follows:
Section 4.1 Common Stock. Except as provided by law or in this Article IV (or
in any supplementary sections hereto or in any certificate of establishment of
any series of preferred stock), 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 on all matters for each share held by such holder.
There shall be no cumulative voting rights in the election of Directors.
Whenever there shall have been paid, or declared and set aside for payment, to
the holders of the outstanding shares of any class of stock having preference
over the common stock as to the payment of dividends, the full amount of
dividends and of a sinking fund or a retirement fund or other retirement
payments, if any, to which such holders are respectively entitled in preference
to the common stock, then dividends may be paid on the common stock and on any
class or series of stock entitled to participate therewith as to dividends, out
of any assets legally available for the payment of dividends; but only when and
as declared by the Board of Directors.
Subject to Section 6.4 of these Articles of Organization, in the event of any
liquidation, dissolution or winding up of the Corporation, after there shall
have been paid to or set aside for the holders of any class having preference
over the common stock in the event of liquidation, dissolution or winding up of
the Corporation the full preferential amounts to which they are respectively
entitled, the holders of the common stock, and of any class or series of stock
entitled to participate in whole or in part therewith as to distribution of
assets, shall be entitled, after payment or provision for payment of all debts
and liabilities of the Corporation, to receive the remaining assets of the
Corporation available for distribution, in cash or in kind, in proportion to
their holdings.
Section 4.2 Preferred Stock. The Board of Directors of the Corporation is
authorized by vote or votes, from time to time adopted, to provide for the
issuance of preferred stock (the "Preferred Stock") in one or more series and to
fix and state the voting powers, designations, preferences and relative
participating, optional or other special rights of the shares of each series and
the qualifications, limitations and restrictions thereof, including, but not
limited to, determination of one or more of the following:
(1) The distinctive serial designation and the number of shares
constituting such series;
(2) The dividend rates or the amount of dividends to be paid on the shares
of such series, whether dividends shall be cumulative and, if so, from which
date or dates, the payment date or dates for dividends and the participating
or other special rights, if any, with respect to dividends;
(3) The voting powers, if any, of shares of such series;
(4) Whether the shares of such series shall be redeemable and, if so, the
price or prices at which, and the terms and conditions on which, such shares
may be redeemed;
(5) The amount or amounts payable upon the shares of such series in the
event of voluntary or involuntary liquidation, dissolution or winding up of
the Corporation;
(6) Whether the shares of such series shall be entitled to the benefit of
a sinking or retirement fund to be applied to the purchase or redemption of
such shares, and if so entitled, the amount of such fund and the manner of
its application, including the price or prices at which such shares may be
redeemed or purchased through the application of such fund;
(7) Whether the shares of such series shall be convertible into, or
exchangeable for, shares of any other class or classes or of any other
series of the same or any other class or classes of stock of the
Corporation, and if so convertible or exchangeable, the conversion price or
prices, or the rate or rates of exchange, and the adjustments thereof, if
any, at which such conversion or exchange may be made, and any other terms
and conditions of such conversion or exchange;
(8) The price or other consideration for which the shares of such series
shall be issued;
(9) Whether the shares of such series which are redeemed or converted
shall have the status of authorized but unissued shares of preferred stock
and whether such shares may be reissued as shares of the same or any other
series of stock; and
(10) Such other powers, preferences, rights, qualifications, limitations
and restrictions thereof as are permitted by law and as the Board of
Directors of the Corporation may deem advisable.
Unless otherwise provided by law, any such vote shall become effective when
the Corporation files with the Secretary of State of the Commonwealth of
Massachusetts a certificate of designation of one or more series of preferred
stock signed by the President or any Vice President and by the Clerk, Assistant
Clerk, Secretary or Assistant Secretary of the Corporation, setting forth a copy
of the vote of the Board of Directors establishing and designating the series
and fixing and determining the relative rights and preferences thereof, the date
of adoption of such vote and a certification that such vote was duly adopted by
the Board of Directors.
SIS BANCORP, INC.
ARTICLES OF ORGANIZATION
EXHIBIT C
ARTICLE VI: Other Lawful Provisions
Section 6.1 Issuance of Rights. The Board of Directors is hereby authorized to
create and issue, whether or not in connection with the issuance and sale of any
of its stock or other securities or property, rights entitling the holders
thereof to purchase or receive from the Corporation shares of stock or other
securities or assets of the Corporation or any other corporation, recognizing
that, under certain circumstances, the creation and issuance of such rights
could have the effect of discouraging third parties from seeking, or impairing
their ability to seek, to acquire a significant portion of the outstanding
securities of the Corporation, to engage in any transaction which might result
in a change of control of the Corporation or to enter into any agreement,
arrangement or understanding with another party to accomplish the foregoing or
for the purpose of acquiring, holding, voting or disposing of any securities of
the Corporation. The times at which and the terms upon which such rights are to
be issued will be determined by the Board of Directors and set forth in the
contracts or instruments that evidence such right. The authority of the Board of
Directors with respect to such rights shall include, but not be limited to,
determination of the following:
(1) The initial purchase price per share or other unit of the stock or
other securities or property to be purchased upon exercise of such rights.
(2) Provisions relating to the times at which and the circumstances under
which such rights may be exercised or sold or otherwise transferred, either
together with or separately from, any other stock or other securities of the
Corporation.
(3) Provisions which adjust the number or exercise price of such rights or
amount or nature of the stock or other securities or property receivable
upon exercise of such rights in the event of a combination, split or
recapitalization of any stock of the Corporation, a change in ownership of
the Corporation's stock or other securities or a reorganization, merger,
consolidation, sale of assets or other occurrence relating to the
Corporation or any stock of the Corporation, and provisions restricting the
ability of the Corporation to enter into any such transaction absent an
assumption by the other party or parties thereto of the obligations of the
Corporation under such rights.
(4) Provisions which deny the holder of a specified percentage of the
outstanding stock or other securities of the Corporation the right to
exercise such rights and/or cause the rights held by such holder to become
void.
(5) Provisions which permit the Corporation to redeem or exchange such
rights, which redemption or exchange may be within the sole discretion of
the Board of Directors, if the Board of Directors reserves such right to
itself.
(6) The appointment of a rights agent with respect to such rights.
Section 6.2 No Action by Written Consent of Stockholders. Subject to the
rights of the holders of any series of Preferred Stock or any other series or
class of stock as set forth in Article IV of these Articles of Organization to
elect additional Directors under specific circumstances or to consent to
specific actions taken by the Corporation, any action required or permitted to
be taken by the stockholders of the Corporation must be effected at a duly
called annual or special meeting of stockholders of the Corporation and may not
be effected by any consent in writing in lieu of a meeting of such stockholders.
Section 6.3 Certain Business Combinations.
6.3.1. Vote Required for Certain Business Combinations.
(A) In addition to any affirmative vote required by the Massachusetts General
Laws or by Section 6.3.2 below, the affirmative vote of the holders of at least
eighty percent (80%) of the voting power of the then
outstanding shares ofcapital stock of the Corporation entitled to vote generally
in the election of Directors (the "Voting Stock"), voting together as a single
class, shall be required for any Business Combination (hereinafter defined).
(B) "Business Combination" shall mean:
(1) any merger or consolidation of the Corporation or any Subsidiary
(hereinafter defined) with (a) any Interested Stockholder (hereinafter
defined) or (b) any other corporation (whether or not itself an Interested
Stockholder) which is, or after such merger or consolidation would be, an
Affiliate of an Interested Stockholder; or
(2) any sale, lease, exchange, mortgage, pledge, transfer or other
disposition (in one transaction or a series of transactions) to or with any
Interested Stockholder, or any Affiliate of any Interested Stockholder, of
any assets of the Corporation or any Subsidiary having an aggregate Fair
Market Value (as hereinafter defined) of $1,000,000 or more; or
(3) the purchase, exchange, lease or other acquisition by the Corporation
or any Subsidiary (in a single transaction or a series of related
transactions) of all or substantially all of the assets or business of any
Interested Stockholder or any Affiliate of any Interested Stockholder; or
(4) the issuance or transfer by the Corporation or any Subsidiary (in one
transaction or a series of transactions) of any securities of the
Corporation or any Subsidiary to any Interested Stockholder or any Affiliate
of any Interested Stockholder in exchange for cash, securities or other
property (or a combination thereof) having an aggregate Fair Market Value
(as hereinafter defined) of $1,000,000 or more, except for any issuance or
transfer pursuant to an employee benefit plan of the Corporation or any
Subsidiary thereof; or
(5) the adoption of any plan or proposal for the liquidation or
dissolution of the Corporation proposed by or on behalf of any Interested
Stockholder or any Affiliate of any Interested Stockholder; or
(6) any reclassification of securities (including any reverse stock
split), or recapitalization of the Corporation, or any merger or
consolidation of the Corporation with any of its Subsidiaries or any other
transaction (whether or not with or into or otherwise involving an
Interested Stockholder) which has the effect, directly or indirectly, of
increasing the proportionate share of the outstanding shares of any class of
equity or convertible securities of the Corporation or any Subsidiary which
is directly or indirectly owned by any Interested Stockholder or any
Affiliate of any Interested Stockholder.
6.3.2. When Higher Vote is Not Required.
Section 6.3.1 above shall not be applicable to any particular Business
Combination, and such Business Combination shall require only the affirmative
vote of the majority of the outstanding shares of Voting Stock, if, in the case
of any Business Combination that does not involve any cash or other
consideration being received by the stockholders of the Corporation solely in
their capacity as stockholders of the Corporation, the condition specified in
the following paragraph A of this Section 6.3.2 is met or, in the case of any
other Business Combination, the condition(s) specified in either of the
following paragraph A or paragraph B of this Section 6.3.2 is met:
(A) Approval by Continuing Directors. The Business Combination shall have been
approved by a majority of the Continuing Directors (hereinafter defined) and a
majority of the Board of Directors.
(B) Price and Procedure Requirements. All of the following conditions shall
have been met:
(1) The aggregate amount of the cash and the Fair Market Value as of the date
of the consummation of the Business Combination of consideration other than cash
to be received per share by the holders of common stock in such Business
Combination shall at least be equal to the higher of the following:
(a) (if applicable) the Highest Per Share Price (hereinafter defined),
including any brokerage commissions, transfer taxes and soliciting dealers'
fees, paid by the Interested Stockholder or any
of its Affiliates for any shares of common stock acquired by it (x) within the
two-year period immediately prior to the first public announcement of the
proposal of the Business Combination (the "Announcement Date"), or (y) in the
transaction in which it became an Interested Stockholder, whichever is higher;
and
(b) the highest Fair Market Value per share of common stock on any date during
the one-year period prior to and including the Announcement Date; and
(c) (if applicable) the price per share equal to the product of (i) the Fair
Market Value per share of common stock on the Announcement Date or on the date
on which the Interested Stockholder became an Interested Stockholder (such later
date is referred to in this Section 6.3 as the "Determination Date"), whichever
is higher, multiplied by (ii) a fraction, (x) the numerator of which is the
Highest Per Share Price (including any brokerage commissions, transfer taxes and
soliciting dealers fees) paid by the Interested Stockholder for any shares of
common stock acquired by it within the two-year period immediately prior to and
including the Announcement Date, and (y) the denominator of which is the Fair
Market Value per share of common stock on the first day in such two-year period
upon which the Interested Stockholder acquired any shares of common stock.
(2) The aggregate amount of the cash and the Fair Market Value as of the date
of the consummation of the Business Combination of consideration other than cash
to be received per share by holders of shares of any class of outstanding Voting
Stock other than common stock shall be at least equal to the highest of the
following (it being intended that the requirements of this paragraph B(2) shall
be required to be met with respect to every such class of outstanding Voting
Stock, whether or not the Interested Stockholder has previously acquired any
shares of a particular class of Voting Stock):
(a) (if applicable) the Highest Per Share Price (including any brokerage
commissions, transfer taxes and soliciting dealers' fees) paid by the Interested
Stockholder for any shares of such class of Voting Stock acquired by it (x)
within the two-year period immediately prior to the Announcement Date, or (y) in
the transaction in which it became an Interested Stockholder, whichever is
higher;
(b) (if applicable) the highest preferential amount per share to which the
holders of shares of such class of Voting Stock are entitled in the event of any
voluntary or involuntary liquidation, dissolution or winding up of the
Corporation; and
(c) the highest Fair Market Value per share of such class of Voting Stock on
any date during the one-year period prior to and including the Announcement
Date; and
(d) (if applicable) the price per share equal to the product of (i) the Fair
Market Value per share of such class of Voting Stock on the Announcement Date or
on the Determination Date, whichever is higher, multiplied by (ii) a fraction,
(x) the numerator of which is the Highest Per Share Price (including any
brokerage commissions, transfer taxes and soliciting dealers fees) paid by the
Interested Stockholder for any shares of such class of Voting Stock acquired by
it within the two-year period immediately prior to and including the
Announcement Date, and (y) the denominator of which is the Fair Market Value per
share of such class of Voting Stock on the first day in such two-year period
upon which the Interested Stockholder acquired any shares of such class of
Voting Stock.
(3) The consideration to be received by holders of a particular class of
outstanding Voting Stock (including common stock) shall be in cash or in the
same form as the Interested Stockholder has previously paid for shares of such
class of Voting Stock. If the Interested Stockholder has paid for shares of any
class of Voting Stock with varying forms of consideration, the form of
consideration to be received per share by holders of shares of such class of
Voting Stock shall be either cash or the form used to acquire the largest number
of shares of such class of Voting Stock previously acquired by the Interested
Stockholder. The price determined in accordance with this paragraph B(3) shall
be
subject to appropriate adjustment in the event of any stock dividend, stock
split, combination of shares or similar event.
(4) After such Interested Stockholder has become an Interested Stockholder and
prior to the consummation of such Business Combination: (i) except as approved
by a majority of the Continuing Directors, there shall have been no failure to
declare and pay at the regular date therefor any full quarterly dividends
(whether or not cumulative) on any outstanding stock having preference over
common stock as to dividends or liquidation, (ii) there shall have been (x) no
reduction in the annual rate of dividends paid on common stock (except as
necessary to reflect any subdivision of common stock), except as approved by a
majority of the Continuing Directors, and (y) an increase in such annual rate of
dividends as necessary to reflect any reclassification (including any reverse
stock split), reorganization or any similar transaction which has the effect of
reducing the number of outstanding shares of common stock, unless the failure to
so increase such annual rate is approved by a majority of the Continuing
Directors, and (iii) neither such Interested Stockholder nor any of its
Affiliates shall have beneficial ownership of any additional shares of Voting
Stock except as part of the transaction which results in such Interested
Stockholder becoming an Interested Stockholder.
(5) After such Interested Stockholder has become an Interested Stockholder,
such Interested Stockholder shall not have received the benefit, directly or
indirectly (except proportionately as a stockholder), of any loans, advances,
guarantees, pledges or other financial assistance or any tax credits or other
tax advantages provided, directly or indirectly, by the Corporation or any
Subsidiary, whether in anticipation of or in connection with such Business
Combination or otherwise.
(6) A proxy or information statement describing the proposed Business
Combination and complying with the requirements of the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), and rules and regulations promulgated
thereunder, shall be mailed to stockholders of the Corporation at least 30 days
prior to the consummation of such Business Combination (whether or not such
proxy or information statement is required to be mailed pursuant to the Exchange
Act or such rules and regulations).
6.3.3. Certain Definitions.
For the purposes of these Articles of Organization:
(A) A "Person" shall include an individual, a group acting in concert, a
corporation, a partnership, an association or other entity, a joint venture, a
pool, a joint stock company, a trust, an unincorporated organization or similar
company, a syndicate or any other group formed for the purpose of acquiring,
holding or disposing of securities.
(B) "Interested Stockholder" shall mean any Person (other than the Corporation
or Subsidiary thereof) that:
(1) is the beneficial owner, directly or indirectly, of more than 4.9% of the
outstanding Voting Stock for the 3 year period from and after February 9, 1995
or of more than 10% of the outstanding Voting Stock thereafter; or
(2) is an Affiliate of the Corporation and at any time within the two-year
period immediately prior to the date in question was the beneficial owner,
directly or indirectly, of 4.9% or more of the outstanding Voting Stock for the
3 year period from and after February 9, 1995 or of 10% or more of the
outstanding Voting Stock thereafter; or
(3) is an assignee of or has otherwise succeeded to any shares of Voting Stock
which were at any time within the two-year period immediately prior to the date
in question beneficially owned by any Interested Stockholder, if such assignment
or succession shall have occurred in the course of a transaction or series of
transactions not involving a public offering within the meaning of the
Securities Act of 1933, as amended, and such assignment or succession was not
approved by a majority of the Continuing Directors.
(C) "Affiliate" or "Associate" shall have the respective meanings ascribed to
such terms in Rule 12b-2 of the General Rules and Regulations under the Exchange
Act (the "SEC Rules").
(D) "Beneficial ownership" shall be determined pursuant to Rule 13d-3 of the
SEC Rules; provided, however, that, a Person shall, in any event, also be deemed
the beneficial owner of any Voting Stock:
(1) which such Person or any of its Affiliates or Associates, directly or
indirectly, beneficially owns; or
(2) which such Person or any of its Affiliates or Associates, directly or
indirectly, has (A) the right to acquire (whether such right is exercisable
immediately or only after the passage of time), pursuant to any agreement,
arrangement or understanding (but shall not be deemed to be the beneficial owner
of any Voting Stock solely by reason of an agreement, arrangement or
understanding with the Corporation to effect any transaction which is described
in any one or more of the subparagraphs of paragraph A of Section 6.3.1 above),
or upon the exercise of conversion rights, exchange rights, warrants, or options
or otherwise, or (B) sole or shared voting or investment power with respect
thereto pursuant to any agreement, arrangement, understanding, relationship or
otherwise (but shall not be deemed to be the beneficial owner of any voting
shares solely by reason of a revocable proxy granted for a particular meeting of
stockholders, pursuant to a public solicitation of proxies for such meeting,
with respect to shares of which neither such Person nor any such Affiliate or
Associate is otherwise deemed the beneficial owner); or
(3) which is beneficially owned, directly or indirectly, by any partnership,
limited partnership, syndicate or other group in which such Person or any of its
Affiliates or Associates participates pursuant to any agreement, arrangement or
understanding for the purpose of acquiring, holding, voting or disposing of any
shares of Voting Stock of the Corporation;
provided further, however, that (1) no Director or officer of the Corporation
(or any Affiliate or Associate of any such Director or officer) shall, solely by
reason of any or all of such Directors or officers acting in their capacities as
such, be deemed, for any purposes of these Articles of Organization, to
beneficially own any Voting Stock beneficially owned by any other such Director
or officer (or any Affiliate or Associate thereof), and (2) neither any
tax-qualified employee benefit plan of the Corporation or any Subsidiary, nor
any trustee with respect thereto or any Affiliate or Associate of such trustee
(solely by reason of such capacity of such trustee), shall be deemed, for any
purposes of these Articles of Organization, to beneficially own any Voting Stock
held under any such plan.
(E) For purposes of determining whether a Person is an Interested Stockholder
pursuant to paragraph B of this Section 6.3.3, the number of shares of Voting
Stock deemed to be outstanding shall include shares deemed owned by such Person
through application of paragraph D of this Section 6.3.3, but shall not include
any other shares of Voting Stock which may be issuable by the Corporation
pursuant to any agreement, arrangement or understanding, or upon exercise of
conversion rights, warrants or options or otherwise.
(F) "Subsidiary" shall mean any corporation (including without limitation, any
banking or thrift institution) of which a majority of any class of equity
security is owned, directly or indirectly, by the Corporation; provided,
however, that for the purposes of the definition of Interested Stockholder set
forth in paragraph (B) of this Section 6.3.3, the term "Subsidiary" shall mean
only a corporation of which a majority of each class of equity security is
owned, directly or indirectly, by the Corporation.
(G) "Continuing Director" shall mean any member of the Board of Directors who
is not an Affiliate or Associate of the Interested Stockholder and was a member
of the Board of Directors prior to the time that the Interested Stockholder
became an Interested Stockholder, and any Director who is thereafter chosen to
fill any vacancy of the Board of Directors or who is elected and who, in either
event, is not an Affiliate or Associate of the Interested Stockholder and in
connection with his or her initial assumption of office is recommended for
appointment or election by a majority of Continuing Directors then on the Board
of Directors.
(H) "Fair Market Value" shall mean:
(1) in the case of stock, the highest closing sales price of the stock during
the 30 calendar day-period immediately preceding the date in question of a share
of such stock on the National Association of Securities Dealers Automated
Quotation System or any system then in use, or, if such stock is admitted to
trading on a principal United States securities exchange registered under the
Exchange Act, Fair Market Value shall be the highest sale price reported during
the 30 calendar day-period preceding the date in question, or, if no such
quotations are available, the Fair Market Value on the date in question of a
share of such stock as determined by the Board of Directors in good faith, in
each case with respect to any class of stock, appropriately adjusted for any
dividend or distribution in shares of such stock or any combination or
reclassification of outstanding shares of such stock into a smaller number of
shares of such stock; and
(2) in the case of property other than cash or stock, the Fair Market Value of
such property on the date in question as determined by the Board of Directors in
good faith.
(I) Reference to "Highest Per Share Price" shall in each case with respect to
any class of stock reflect an appropriate adjustment for any dividend or
distribution in shares of stock or any stock split or reclassification of
outstanding shares of such stock into a greater number of shares of such stock
or any combination or reclassification of outstanding shares of such stock into
a smaller number of shares of such stock.
6.3.4. Powers of the Board of Directors.
A majority of the Directors of the Corporation (or, if there is an Interested
Stockholder, a majority of the Continuing Directors then in office) shall have
the power to determine for the purposes of this Section 6.3 on the basis of
information known to them after reasonable inquiry, (A) whether a Person is an
Interested Stockholder, (B) the number or percentage of any class of securities
beneficially owned by any Person, (C) whether a Person is an Affiliate or
Associate of another, (D) whether the requirements of Section 6.3.2 above have
been met with respect to any Business Combination, (E) whether the assets which
are the subject of any Business Combination have, or the consideration to be
received for the issuance or transfer of securities by the Corporation or any
Subsidiary in any Business Combination has, an aggregate Fair Market Value of
$1,000,000 or more and (F) any other matters of interpretation arising under
this Section 6.3 or under Section 6.6 below. The good faith determination of a
majority of the Directors (or, if there is an Interested Stockholder, a majority
of the Continuing Directors then in office) on such matters shall be conclusive
and binding for all purposes of this Section 6.3 and of Section 6.6 below. A
majority of the Directors of the Corporation (or, if there is an Interested
Stockholder, a majority of the Continuing Directors then in office) shall have
the further power to interpret all the terms and provisions of this Section 6.3
and of Section 6.6 below.
6.3.5. No Effect on Fiduciary Obligations of Interested Stockholders.
Nothing contained in this Section 6.3 shall be construed to relieve any
Interested Stockholder from any fiduciary obligation imposed by law.
Section 6.4 Standards for Board of Directors' Evaluation of Offers. The Board
of Directors of the Corporation, when evaluating any offer of another Person (as
defined in Section 6.3 above) to (A) make a tender or exchange offer for any
equity security of the Corporation, (B) merge or consolidate the Corporation
with another institution or (C) purchase or otherwise acquire all or
substantially all of the properties and assets of the Corporation, shall, in
connection with the exercise of its judgment in determining what is in the best
interests of the Corporation and its stockholders, give due consideration to all
relevant factors including, without limitation, the social and economic effects
of acceptance of such offer on the Corporation's and/or its Subsidiaries'
present and future account holders, borrowers and employees; on the communities
in which the Corporation and its Subsidiaries operate or are located; and on the
ability of the Corporation to fulfill the objectives of a bank holding company
under applicable statutes and regulations.
Section 6.5 Pre-emptive Rights. Holders of the capital stock of the
Corporation shall not be entitled to pre-emptive rights with respect to any
shares of the capital stock of the Corporation which may be issued.
Section 6.6 Beneficial Ownership Limitation. No person shall directly or
indirectly offer to acquire or acquire beneficial ownership (as that term is
defined in Section 6.3.3 above of more than 4.9% of the outstanding shares of
any class of equity securities of the Corporation during the period up to and
through February 6, 1998 or at any time thereafter more than ten percent (10%)
of the outstanding shares of any class of equity securities of the Corporation.
This limitation shall not apply (A) to any acquisition of shares of capital
stock of the Corporation which has been expressly approved in advance by an
affirmative vote of not less than two-thirds of the Board of Directors then in
office (or, if there shall be an Interested Stockholder at the time of such
vote, then also by the affirmative vote of not less than two-thirds of the
Continuing Directors then in office) or (B) to any offer to the Corporation made
by the underwriters selected by the Corporation in connection with a public
offering by the Corporation of the Corporation's capital stock.
For the purposes of determining the number of shares of equity securities
owned hereunder by any Person, the number of shares of equity securities deemed
to be outstanding shall include shares deemed owned by such Person through the
application of paragraph D of Section 6.3.3 above but shall not include any
other shares of equity securities which may be issuable by the Corporation
pursuant to any agreement, arrangement or understanding, or upon exercise of
conversion rights, warrants or options or otherwise.
In the event that beneficial ownership of any class of equity securities is
acquired in violation of this Section 6.6, (i) all shares of common or preferred
stock beneficially owned by any Person in excess of 4.9% or ten percent (10%),
as the case may be, of the total number of outstanding shares of such class
shall not be counted as shares entitled to vote, shall not be voted by any
Person or counted as voting shares in connection with any matter submitted to
the stockholders for a vote, and shall not be counted as outstanding for
purposes of determining the affirmative vote necessary to approve any matter
submitted to the stockholders for a vote, and (ii) the Board of Directors may
cause all securities beneficially owned by any Person in excess of 4.9% or ten
percent (10%), as the case may be, of the total number of outstanding shares of
such class of equity securities to be transferred to an independent trustee for
sale to the Corporation or on the open market at a price which shall be the
lesser of the purchase or the market price. The expenses of such trustee shall
be paid out of the proceeds from such sale. The term "offer" as used in this
Section 6.6 includes every offer to buy or acquire, solicitation of an offer to
sell, tender offer for or request or invitation for tender of, a security or
interest in a security of value.
Section 6.7 Directors. The Corporation shall be under the direction of a Board
of Directors. The number of Directors shall not be fewer than three. The Board
of Directors shall be divided into three classes as nearly equal in number as
possible, with one class to be elected each year.
The initial directors of the Corporation shall hold office as follows: the
directors initially elected to Class I shall hold office for a term expiring at
the annual meeting of stockholders to be held in 1997, the directors initially
elected to Class II shall hold office for a term expiring at the annual meeting
of stockholders to be held in 1998, and the directors initially elected to Class
III shall hold office for a term expiring at the annual meeting of stockholders
to be held in 1999, with the members of each such class to hold office until
their respective successors are duly elected and qualified. At each annual
meeting, or special meeting in lieu thereof, of stockholders of the Corporation,
the successors to the class of directors whose term expires at the meeting shall
be elected to hold office for a term expiring at the annual meeting of
stockholders held in the third year following the year of their election and
until their respective successors are elected and qualified.
Subject to the rights of the holders of any series of Preferred Stock or any
other series or class of stock as set forth in any certificate of establishment
with respect thereto to elect additional Directors under specific circumstances,
any Director may be removed from office at any time, but only for cause and only
by the affirmative vote of the holders of at least eighty percent (80%) of the
voting power of the then outstanding Voting Stock, voting together as a single
class. At least thirty days prior to such meeting of stockholders, written
notice
shall be sent to the Director whose removal will be considered at the meeting.
For purposes of this Section 6.7, "cause" shall be defined to mean only the
following: (i) conviction of a felony, (ii) declaration of unsound mind by order
of court, (iii) gross dereliction of duty, (iv) commission of an act involving
moral turpitude, or (v) commission of an action which constitutes intentional
misconduct or a knowing violation of law if such action in either event results
both in an improper substantial personal benefit and a material injury to the
Corporation.
Section 6.8 Directors' Liability. No Director shall be personally liable to
the Corporation or its stockholders for monetary damages for any breach of such
Director's fiduciary duty as a Director, notwithstanding any provision of law
imposing such liability; provided, however, that, to the extent required by
applicable law, this provision shall not eliminate the liability of a Director
(i) for any breach of such Director's duty of loyalty to the Corporation or its
stockholders, (ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) under provisions of
the Massachusetts General Laws imposing liabilities on Directors in respect of
distributions to the stockholders of the Corporation or loans to officers or
Directors of the Corporation, or (iv) any transaction from which such Director
derived any improper personal benefit. This provision shall not eliminate the
liability of a Director for any act or omission occurring prior to the date upon
which this provision becomes effective. No amendment to or repeal of this
provision shall apply to or have any effect on the liability or alleged
liability of any Director of the Corporation for or with respect to any acts or
omissions of such Director occurring prior to the date of such amendment or
repeal.
Section 6.9 Transactions with Interested Persons.
6.9.1. Unless entered into in bad faith or in violation of any provision of
these Articles of Organization, no contract or transaction by the Corporation
shall be void, voidable or in any way affected by reason of the fact that it is
with an Interested Person.
6.9.2. For the purposes of this Section 6.9, "Interested Person" means any
Person in any way interested in the Corporation whether as a director, officer,
stockholder, employee or otherwise, and any other entity in which any such
Person is in any way interested.
6.9.3. Unless such contract or transaction was entered into in bad faith or in
violation of any provision of these Articles of Organization, no Interested
Person, because of such interest, shall be liable to the Corporation or to any
other Person for any loss or expense incurred by reason of such contract or
transaction or shall be accountable for any gain or profit realized from such
contract or transaction.
6.9.4. The provisions of this Section 6.9 shall be operative notwithstanding
the fact that the presence of an Interested Person was necessary to constitute a
quorum at a meeting of Directors or stockholders of the Corporation at which
such contract or transaction was authorized or that the vote of an Interested
Person was necessary for the authorization of such contract or transaction.
Section 6.10 Acting as a Partner. To the extent not prohibited by applicable
law, the Corporation may be a partner in any business enterprise which it would
have power to conduct by itself.
Section 6.11 Stockholders Meetings. Meetings of stockholders may be held at
such place in the Commonwealth of Massachusetts or, if permitted by applicable
law, elsewhere in the United States as the Board of Directors may determine.
Section 6.12 Call of Special Meetings. Special meetings of the stockholders
for any purpose or purposes may be called at any time only by the President or
by the Board of Directors pursuant to a resolution adopted by a majority of the
total number of Directors that the Corporation would have if there were no
vacancies (the "Whole Board"); provided, however, that if there is an Interested
Stockholder, any such call shall also require the affirmative vote of a majority
of the Continuing Directors then in office. Only those matters set forth in the
call of the special meeting may be considered or acted upon at such special
meeting, unless otherwise required by law.
Section 6.13 Amendment of Bylaws. The Bylaws of the Corporation may be
adopted, altered, amended, changed or repealed by the Board of Directors or the
stockholders of the Corporation. Such action by the Board of Directors shall
require the affirmative vote of at least a majority of the Directors then in
office at a duly constituted meeting of the Board of Directors, unless at the
time of such action there shall be an Interested Stockholder, in which case such
action shall also require the affirmative vote of at least a majority of the
Continuing Directors then in office, at such a meeting. Such action by the
stockholders shall require (i) approval by the affirmative vote of a majority of
Directors then in office, unless at the time of such action there shall be an
Interested Stockholder, in which case such action shall also require the
affirmative vote of at least a majority of the Continuing Directors then in
office, at such meeting, (ii) unless waived by the affirmative vote of a
majority of the Directors then in office (and, if applicable, Continuing
Directors) specified in the preceding sentence, the submission by the
stockholders of written proposals for adopting, altering, amending, changing or
repealing the Bylaws that comply in all respects with the provisions of the
Bylaws governing such submissions and (iii) the affirmative vote of at least
eighty percent (80%) of the voting power of the then outstanding Voting Stock
voting together as a single class at a duly constituted meeting of stockholders
called expressly for such purpose.
Section 6.14 Amendment of Articles of Organization. No amendment, addition,
alteration, change or repeal of any Article of these Articles of Organization
shall be made, unless the same is first approved by the affirmative vote of a
majority of the Board of Directors of the Corporation then in office, and
thereafter approved by the affirmative vote of stockholders holding not less
than eighty percent (80%) of the voting power of the then outstanding Voting
Stock voting together as a single class cast at a duly constituted meeting, or,
in the case of Articles I, II and III hereof by not less than a majority of the
voting power of the then outstanding Voting Stock voting together as a single
class cast at a duly constituted meeting; provided, however, that if, at any
time within the sixty day period immediately preceding the meeting at which the
stockholder vote is to be taken, there is an Interested Stockholder, such
amendment, addition, alteration, change or repeal shall also require the
affirmative vote of not less than a majority of the Continuing Directors then in
office, prior to approval by the stockholders. Unless otherwise provided by law,
any amendment, addition, alteration, change or repeal so acted upon shall be
effective on the date it is filed with the Secretary of State of the
Commonwealth of Massachusetts or on such other date as specified in such
amendment, addition, alteration, change or repeal or as the Secretary of State
may specify.
Section 6.15 Reduced Shareholder Vote Approval for Certain Transactions. The
Corporation may, by an affirmative vote of the holders of a majority of the
voting power of the then outstanding Voting Stock voting together as a single
class cast at a duly constituted meeting, authorize any (i) sale, lease or
exchange of all or substantially all of its assets (a "Sale") or (ii)
consolidation or merger of the Corporation with or into any other corporation (a
"Merger", and together with a Sale, a "Transaction") that would otherwise,
pursuant to Chapter 156B of the Massachusetts General Laws, have required an
affirmative vote of the holders of two-thirds of the voting power of the then
outstanding Voting Stock voting together as a single class cast at a duly
constituted meeting; provided however, that such Transaction has previously been
approved by a vote of at least a majority of the Board of Directors then in
office (and, if at the time of such action there shall be an Interested
Stockholder, an additional vote of at least a majority of the Continuing
Directors then in office). This Section 6.15 is intended to apply to any
Transaction that would not otherwise constitute a Business Combination that is
subject to the provisions of Section 6.3 above.
ARTICLE VII
The effective date of organization of the corporation shall be the date approved
and filed by the Secretary of the Commonwealth. If a later effective date is
desired, specify such date which shall not be more than thirty days after that
date of filing.
ARTICLE VIII
The information contained in Article VIII is not a permanent part of the
Articles of Organization.
a. The street address (post office boxes are not acceptable) of the principal
office of the corporation in Massachusetts is:
1441 Main Street, Springfield, Massachusetts 01102-3034
b. The name, residential address and post office address of each director and
officer of the corporation is as follows:
Name Residential Address Post Office Address
President: F. William Marshall, Jr. 87 Ely Road SIS Bancorp, Inc.
Longmeadow, MA 01106 1441 Main Street
Springfield, MA 01102-3034
Treasurer: John F. Treanor 10 Dutton Circle "
Medford, MA 02155
Clerk: Michael E. Tucker 26 Lawler Drive "
Easthampton, MA 01027
Directors: John M. Naughton 75 Churchill Drive "
Longmeadow, MA 01106
F. William Marshall, Jr. See Above "
John F. Treanor See Above "
c. The fiscal year (i.e., tax year) of the corporation shall end on the last
day of the month of: December
d. The name and business address of the resident agent, if any, of the
corporation is: N/A
ARTICLE IX
By-laws of the corporation have been duly adopted and the president, treasurer,
clerk and directors whose names are set forth above, have been duly elected.
IN WITNESS WHEREOF AND UNDER THE PAINS AND PENALTIES OF PERJURY, I, whose
signature appear below as incorporator and whose name and business or
residential address are clearly typed or printed beneath each signature do
hereby associate with the intention of forming this corporation under the
provisions of General Laws, Chapter 156B and do hereby sign these Articles of
Organization as incorporator this 18th day of January, 1996.
/s/ Stephen J. Coukos
Stephen J. Coukos, Esq.
SULLIVAN & WORCESTER
One Post Office Square
Boston, MA 02109
THE COMMONWEALTH OF MASSACHUSETTS
ARTICLES OF ORGANIZATION
(General Laws, Chapter 156B)
I hereby certify that, upon examination of these Articles of Organization, duly
submitted to me, it appears that the provisions of the General Laws relative to
the organization of corporations have been complied with, and I hereby approve
said articles; and the filing fee in the amount of $300 having been paid, said
articles are deemed to have been filed with me this 18th day of January 1996.
Effective date:_________________________________
/s/ William Francis Galvin
WILLIAM FRANCIS GALVIN
Secretary of the Commonwealth
FILING FEE: One tenth of one percent of the total authorized capital stock, but
not less than $200.00. For the purpose of filing, shares of stock with a par
value less than $1.00, or no par stock, shall be deemed to have a par value of
$1.00 per share.
TO BE FILLED IN BY CORPORATION
Photocopy of document to be sent to:
Stephen J. Coukos, Esq.
SULLIVAN & WORCESTER
One Post Office Square
Boston, MA 02109
Telephone: 617-338-2912
[FORM OF ARTICLES OF AMENDMENT TO
BE FILED PRIOR TO REORGANIZATION]
THE COMMONWEALTH OF MASSACHUSETTS
OFFICE OF THE MASSACHUSETTS SECRETARY OF STATE
MICHAEL J. CONNOLLY, Secretary
ONE ASHBURTON PLACE, BOSTON, MASSACHUSETTS 02108
ARTICLES OF AMENDMENT
General Laws, Chapter 156B, Section 72
We, F. William Marshall, Jr., President, and Michael E. Tucker, Clerk, of
SIS Bancorp, Inc.
(EXACT Name of Corporation)
located at: 1441 Main Street, Springfield, Massachusetts 01102
(MASSACHUSETTS Address of Corporation)
do hereby certify that these ARTICLES OF AMENDMENT affecting
Articles NUMBERED: 3
(Number those articles 1, 2, 3, 4, 5 and/or 6 being amended hereby)
of the Articles of Organization were duly adopted at a meeting held on
__________ 1996, by vote of: the sole incorporator in accordance with the rights
and powers accorded thereto under Ch. 156B M.G.L. ss.44.
To CHANGE the number of shares and the par value (if any) of any type, class or
series of stock which the corporation is authorized to issue, fill in the
following:
The total presently authorized is:
WITHOUT PAR VALUE STOCKS WITH PAR VALUE STOCK
- ------------------------------ -------------------------------------------
TYPE NUMBER OF SHARES TYPE NUMBER OF SHARES PAR VALUE
- ---- ---------------- ---- ---------------- ---------
COMMON: COMMON: 250,000 $0.01
PREFERRED: PREFERRED: 50,000 $0.01
CHANGE the total authorized to:
WITHOUT PAR VALUE STOCKS WITH PAR VALUE STOCK
- ------------------------------ -------------------------------------------
TYPE NUMBER OF SHARES TYPE NUMBER OF SHARES PAR VALUE
- ---- ---------------- ---- ---------------- ---------
COMMON: COMMON: 25,000,000 $0.01
PREFERRED: PREFERRED: 5,000,000 $0.01
The foregoing amendment will become effective when these articles of amendment
are filed in accordance with Chapter 156B, Section 6 of The General Laws unless
these articles specify, in accordance with the vote adopting the amendment, a
later effective date not more than thirty days after such filing, in which event
the amendment will become effective on such later date. LATER EFFECTIVE
DATE:__________
IN WITNESS WHEREOF AND UNDER THE PENALTIES OF PERJURY, we have hereunto signed
our names this day of , in the year 1996.
______________________________________________President
F. William Marshall, Jr.
______________________________________________ Clerk
Michael E. Tucker
THE COMMONWEALTH OF MASSACHUSETTS
ARTICLES OF AMENDMENT
GENERAL LAWS, CHAPTER 156B, SECTION 72
I hereby approve the within articles of amendment and,
the filing fee in the amount of $ having been paid,
said articles are deemed to
have been filed with me this day of 19
MICHAEL J. CONNOLLY
Secretary of State
TO BE FILLED IN BY CORPORATION
PHOTOCOPY OF ARTICLES OF AMENDMENT TO BE SENT
To: Stephen J. Coukos, Esq.
SULLIVAN & WORCESTER LLP
One Post Office Square
Boston, MA 02109
Telephone: 617-338-2912