AMENDED AND RESTATED
BYLAWS
OF
CENTRAL BANCORP, INC.
ARTICLE I
MAIN OFFICE
The main office of Central Bancorp, Inc. (the "Corporation") shall
be in Somerville, Massachusetts, or such other location as the Board of
Directors may designate, subject to applicable law.
ARTICLE II
STOCKHOLDERS
SECTION 1. ANNUAL MEETING. The Annual Meeting of the stockholders
for elections and other purposes shall be held within six months after the end
of the Corporation's fiscal year at such date, time and place as fixed by the
Board of Directors, the Chairman of the Board or the President, consistent with
the requirements of Massachusetts law. The purposes for which the Annual Meeting
is to be held, in addition to those prescribed by law, by the Articles of
Organization or by these Bylaws, may be specified by the Board of Directors, the
Chairman of the Board or the President.
SECTION 2. SPECIAL MEETINGS. Special meetings of the stockholders
may be called only as provided in the Corporation's Articles of Organization.
SECTION 3. NOTICE OF MEETINGS. A written notice of all annual and
special meetings of stockholders stating the place, date and hour and the
purpose or purposes of such meeting shall be given by the Clerk or an Assistant
Clerk, the Secretary or an Assistant Secretary (or other person authorized by
these Bylaws) at least seven days before the meeting to each stockholder
entitled to vote thereat and to each stockholder who, by law, under the Articles
of Organization or under these Bylaws, is entitled to such notice, by delivering
such notice to him or by mailing it, postage prepaid, and addressed to such
stockholder at his address as it appears on the stock transfer books of the
Corporation. Such notice shall be deemed to be delivered when hand delivered to
such address or deposited in the mail so addressed, with postage prepaid.
When any stockholders' 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 and place of any meeting adjourned for less than 30 days or of the
business to be transacted thereat, other than an announcement at the meeting at
which such adjournment is taken.
SECTION 4. QUORUM. The holders of a majority in interest of all
stock issued, outstanding, and entitled to vote, represented in person or by
proxy, shall constitute a quorum at a meeting of stockholders. If a quorum is
not present, a lesser number may adjourn the meeting from time to time and the
meeting may be held as adjourned without further notice. At such adjourned
meeting at which a quorum shall be present or represented, any business may be
transacted which might have been transacted at the meeting as originally
noticed. The stockholders present at a duly organized meeting may continue to
transact business until adjournment, notwithstanding the withdrawal of enough
stockholders to leave less than a quorum.
SECTION 5. VOTING AND PROXIES. Stockholders shall have one vote for
each share of stock entitled to vote owned by them of record according to the
books of the Corporation, and a proportionate vote for a fractional share,
unless otherwise provided by law or by the Articles of Organization.
Stockholders may vote either in person or by written proxy dated not more than
six months before the meeting named therein. Proxies shall be filed with the
clerk or secretary of the meeting, or of any adjournment thereof, before being
voted. Except as otherwise limited therein, proxies shall entitle the persons
authorized thereby to vote at any adjournment of such meeting, but they shall
not be valid after final adjournment of such meeting. A proxy with respect to
stock held in the name of two or more persons shall be valid if executed by one
of them unless at or prior to exercise of the proxy the Corporation receives a
specific written notice to the contrary from any one of them. A proxy purporting
to be executed by or on behalf of a stockholder shall be deemed valid unless
challenged at or prior to its exercise, and the burden of proving invalidity
shall rest on the challenger.
SECTION 6. ACTION AT MEETING. When a quorum is present, any matter
before the meeting shall be decided by vote of the holders of a majority of the
shares of stock voting on such matter, except where a larger vote is required by
law, by the Articles of Organization or by these Bylaws. Any election by
stockholders shall be determined by a plurality of the votes cast, except where
a larger vote is required by law, by the Articles of Organization or by these
Bylaws. No action may be taken on the nomination of a director unless the
procedures set forth in the Articles of Organization have been complied with.
The Corporation shall not directly or indirectly vote any share of its own
stock, provided however, that no provision of these Bylaws shall be construed to
limit the voting rights and powers relating to shares of stock held pursuant to
a plan which is intended to be an "employee stock ownership plan" as defined in
section 409A of the Internal Revenue Code, as now or hereafter in effect.
SECTION 7. CONTROL SHARE ACQUISITIONS. Title XV, Chapter 110D of the
Massachusetts General Laws (or any successor statute) shall not apply to any
acquisition by any person of shares of stock of the Corporation.
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ARTICLE III
DIRECTORS
SECTION 1. POWERS. The business and affairs of the Corporation shall
be managed by a Board of Directors who may exercise all the powers of the
Corporation except as otherwise provided by law, by the Articles of Organization
or by these Bylaws.
SECTION 2. NUMBER, TERM AND ELECTION. The Board of Directors shall
initially consist of eight members and shall be divided into three classes as
nearly equal in number as possible. The Board of Directors shall be classified
in accordance with the provisions of the Corporation's Articles of Organization.
At each annual meeting of stockholders, the successors to the directors of the
class whose term shall expire in that year 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. The Board of Directors may increase or decrease the
number of members of the Board of Directors by a vote of at least two-thirds of
the board members then in office, provided the total number of directors on the
board may not be more than 21 nor less than 7.
SECTION 3. QUALIFICATION. Each director shall have such
qualifications as are required by applicable law. In addition, at least
three-fourths of the directors shall be citizens of the United States of America
and residents of the Commonwealth of Massachusetts. Each director shall own,
free of any lien or encumbrance, in his own right or through a company in which
he holds an ownership interest of at least seventy-five percent, common stock of
the Corporation, having a par value or a fair market value on the date the
person became a director, of not less than one thousand dollars. Any director
who ceases to be the owner of the required number of shares of stock, or who
becomes in any other manner disqualified, shall vacate his office forthwith.
Each director, when appointed or elected, shall take an oath that he will
faithfully perform the duties of his office and that he is the owner, in his own
right and free of any lien or encumbrance, of the amount of stock required by
this section. The oath shall be taken before a notary public or justice of the
peace, who is not an officer of the Corporation, and a record of the oath shall
be made a part of the records of the Corporation.
SECTION 4. REGULAR MEETINGS. A regular meeting of the Board of
Directors shall be held without other notice than this Bylaw at the same place
as the annual meeting of stockholders, or the special meeting held in lieu
thereof, following such meeting of stockholders. The Board of Directors may
provide, by resolution, the time and place for the holding of regular meetings
without other notice than such resolution.
SECTION 5. SPECIAL MEETINGS. Special meetings of the Board of
Directors may be called by or at the request of the Chairman of the Board, the
President, or a majority of the directors. The persons authorized to call
special meetings of the Board of Directors may fix the place for holding any
special meeting of the Board of Directors called by such persons.
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SECTION 6. NOTICE. Notice of any special meeting of the Board of
Directors shall be given to each director in person or by telephone or sent to
his business or home address by telegram at least 24 hours in advance of the
meeting or by written notice mailed to his business or home address at least 48
hours in advance of such meeting. Such notice shall be deemed to be delivered
when deposited in the mail so addressed, with postage thereon 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 records of the meeting.
The attendance of a director at a meeting shall constitute a waiver of notice of
such meeting, except where a director attends a meeting for the express purpose
of objecting to the transaction of any business because the meeting is not
lawfully called or converted. Neither the business to be transacted at, nor the
purpose of, any meeting of the Board of Directors need be specified in the
notice or waiver of notice of such meeting.
SECTION 7. QUORUM. A majority of the number of directors then in
office 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. When any Board of Directors' meeting either regular 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 and place of any meeting adjourned for less than 30 days or of the
business to be transacted thereat, other than an announcement at the meeting at
which such adjournment is taken.
SECTION 8. MANNER OF ACTING. The act of the majority of the
directors present at a meeting at which a quorum is present shall be the act of
the Board of Directors, unless a greater number is prescribed by governing law,
by the Articles of Organization or these Bylaws.
SECTION 9. ACTION BY CONSENT. 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, shall be signed by all of
the directors and such consents are filed with the records of the meetings of
directors.
SECTION 10. RESIGNATION. Any director may resign at any time by
sending a written notice of such resignation to the main office of the
Corporation addressed to the Chairman of the Board or the President. Unless
otherwise specified therein, such resignation shall take effect upon receipt
thereof by the Chairman of the Board or the President.
SECTION 11. REMOVALS. A director may be removed from office only as
provided in the Articles of Organization.
SECTION 12. VACANCIES. Any vacancy occurring on the Board of
Directors as a result of resignation, removal or death may be filled in
accordance with the provisions of the Articles of Organization.
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SECTION 13. COMPENSATION. The members of the Board of Directors and
the members of either standing or special committees may be allowed such
compensation as the Board of Directors may determine.
SECTION 14. PRESUMPTION OF ASSENT. A director of the Corporation who
is present at a meeting of the Board of Directors at which action on any
Corporation matter is taken shall be presumed to have assented to the action
taken unless his or her dissent or abstention shall be entered in the minutes of
the meeting or unless he or she 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 Clerk or the Secretary
of the Corporation 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 15. COMMITTEES. The Board of Directors, by a vote of a
majority of the directors then in office, may elect from its number, not less
than three members in each case to serve as an Executive Committee, a Security
Committee, a Finance Committee, a Nominating Committee or other committees and
may delegate thereto some or all of its powers except those which by law, by the
Articles of Organization, or by these Bylaws may not be delegated. Except as the
Board of Directors may otherwise determine, any such committee may make rules
for the conduct of its business, but unless otherwise provided by the Board of
Directors or in such rules, its business shall be conducted so far as possible
in the same manner as is provided by these Bylaws for the Board of Directors.
All members of such committees shall hold such offices at the pleasure of the
Board of Directors. The Board of Directors may abolish any such committee at any
time, subject to any applicable requirements of law. Any committee to which the
Board of Directors delegates any of its powers or duties shall keep records of
its meetings and shall report its action to the Board of Directors. The Board of
Directors shall have power to rescind any action of any committee, but no such
rescission shall have retroactive effect. In the case of the Nominating
Committee, which shall be established for the purpose of making nominations for
election to the Board of Directors, such committee shall consist of at least
three members. The committee shall deliver its nominations to the Clerk or the
Secretary of the Corporation at least 30 days in advance of the meeting at which
elections are to be held.
SECTION 16. MANNER OF PARTICIPATION. Members of the Board of
Directors may participate in meetings of the Board of Directors by means of
conference telephone or similar communications equipment by which all persons
participating in the meeting can hear each other.
ARTICLE IV
OFFICERS
SECTION 1. ENUMERATION. The officers of the Corporation shall
consist of a Chairman of the Board, a President, a Treasurer, a Clerk, and such
other officers, including Vice Chairmen of the Board, Vice Presidents or
Assistant Vice Presidents, Assistant Treasurers, Assistant Clerks, a Secretary
or Assistant Secretaries, as the Board of Directors may determine.
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SECTION 2. ELECTION. The officers shall be elected annually by the
Board of Directors at their first meeting following the annual meeting of
stockholders. Other officers may be chosen by the Board of Directors at such
first meeting of the Board of Directors or at any other meeting.
SECTION 3. QUALIFICATION. No officer need be a stockholder. Any two
or more offices may be held by any person. The Clerk shall be a resident of
Massachusetts unless the Corporation has a resident agent appointed for the
purpose of service of process. Any officer may be required by the Board of
Directors to give bond for the faithful performance of his duties in such amount
and with such sureties as the Board of Directors may determine.
SECTION 4. TENURE. Except as otherwise provided by law, by the
Articles of Organization or by these Bylaws, all officers shall hold office
until the first meeting of the Board of Directors following the next annual
meeting of stockholders and until their respective successors are chosen and
qualified. Any officer may resign by delivering his written resignation to the
Corporation at its main office addressed to the Chairman of the Board, the
President, Clerk or Secretary, and such resignation shall be effective upon
receipt unless it is specified to be effective at some other time or upon the
happening of some other event. Election or appointment of an officer, employee
or agent shall not of itself create contract rights. The Board of Directors may
authorize the Corporation to enter into an employment contract with any officer
in accordance with governing law or regulation, but no such contract right shall
impair the right of the Board of Directors to remove any officer at any time in
accordance with Section 5 of this Article IV.
SECTION 5. REMOVAL. The Board of Directors may remove any officer
with cause by a two-thirds vote of the entire number of directors then in
office. Such removal shall be without prejudice to the contract rights, if any,
of the persons involved. An officer may be removed for cause only after
reasonable notice and opportunity to be heard by the Board of Directors.
SECTION 6. VACANCIES. Any vacancy in any office may be filled for
the unexpired portion of the term by the Board of Directors.
SECTION 7. CHAIRMAN OF THE BOARD. The Board of Directors may
annually elect a Chairman of the Board. Unless the Board of Directors otherwise
provides, the Chairman of the Board shall preside, when present, at all meetings
of the stockholders and the Board of Directors.
SECTION 8. CHIEF EXECUTIVE OFFICER. Unless otherwise provided by the
Board of Directors, the Chairman of the Board shall be the chief executive
officer and shall, subject to the direction of the Board of Directors, have
general supervision and control of the Corporation's business.
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SECTION 9. PRESIDENT AND VICE PRESIDENTS. The President shall have
such powers and shall perform such duties as the Board of Directors may from
time to time designate. Unless otherwise provided by the Board of Directors he
shall preside, when present, at all meetings of stockholders and of the Board of
Directors if the Chairman of the Board does not attend such meetings. The Board
shall rank the Vice Presidents, if there be more than one, and may give them
such additional designations as it may determine. In the event of the absence or
disability of the President, the ranking Vice President shall have all of the
powers and perform all of the duties of the President.
SECTION 10. TREASURER AND ASSISTANT TREASURERS. The Treasurer shall,
subject to the direction of the Board of Directors have general charge of the
financial affairs of the Corporation and shall cause to be kept accurate books
of account. He shall have custody of all funds, securities, and valuable
documents of the Corporation, except as the Board of Directors may otherwise
provide.
Any Assistant Treasurer shall have such powers and perform such
duties as the Board of Directors may from time to time designate.
SECTION 11. CLERK AND ASSISTANT CLERK. The Clerk shall keep a record
of the meeting of stockholders. In case a Secretary is not elected or is absent,
the Clerk or an Assistant Clerk shall keep a record of the meetings of the Board
of Directors. In the absence of the Clerk from any meeting of stockholders, an
Assistant Clerk, if one be elected, shall perform the duties of the Clerk.
SECTION 12. SECRETARY AND ASSISTANT SECRETARIES. The Secretary, if
one be elected, shall keep a record of the meetings of the Board of Directors.
In the absence of the Secretary or any Assistant Secretary, the Clerk or any
Assistant Clerk, a Temporary Secretary shall be designated by the person
presiding at such meeting to perform the duties of the Secretary.
SECTION 13. OTHER POWERS AND DUTIES. Subject to these Bylaws, each
officer of the Corporation shall have in addition to the duties and powers
specifically set forth in applicable law and in these Bylaws, such duties and
powers as may be designated from time to time by the Board of Directors. The
President shall have the authority to appoint additional officers of the
Corporation other than those enumerated herein.
ARTICLE V
CAPITAL STOCK
SECTION 1. CERTIFICATES OF STOCK. Each stockholder shall be entitled
to a certificate of the capital stock of the Corporation in such form as may
from time to time be prescribed by the Board of Directors. Such certificate
shall be signed by the President or a Vice President and by the Treasurer or an
Assistant Treasurer. Such signatures may be facsimile if the certificate is
signed by a transfer agent, or by a registrar, other than a director, officer or
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employee of the Corporation. In case any officer who has signed or whose
facsimile signature has been placed on such certificate shall have ceased to be
such officer before such certificate is issued, it may be issued by the
Corporation with the same effect as if he were such officer at the time of its
issue.
Notwithstanding the foregoing, the Board of Directors may provide by
resolution that some or all of any or all classes or series of the Corporation's
stock shall be uncertificated shares. Any such resolution shall not apply to
shares represented by a certificate until such certificate is surrendered to the
Corporation.
SECTION 2. TRANSFERS. Unless otherwise provided by a resolution of
the Board of Directors, shares of stock may be transferred on the books of the
Corporation, subject to any restrictions on transfer, by the surrender to the
Corporation or its transfer agent of the certificate therefor properly endorsed
or accompanied by a written assignment and power of attorney properly executed,
with transfer stamps (if necessary) affixed, and with such proof of the
authenticity of signature as the Corporation or its transfer agent may
reasonably require.
SECTION 3. RECORD HOLDERS. Except as may be otherwise required by
law, by the Articles of Organization or by these Bylaws, the Corporation shall
be entitled to treat the record holder of stock as shown on its books as the
owner of such stock for all purposes, including the payment of dividends and the
right to vote with respect thereto, regardless of any transfer, pledge or other
disposition of such stock, until the shares have been transferred on the books
of the Corporation in accordance with the requirements of these Bylaws.
It shall be the duty of each stockholder to notify the Corporation
of his postal address.
SECTION 4. RECORD DATE. The Board of Directors may fix in advance a
time of not more than 60 days preceding the date of any meeting of stockholders,
or the date for the payment of any dividend or the making of any distribution to
stockholders, or the last day on which the consent or dissent of stockholders
may be effectively expressed for any purpose, as the record date for determining
the stockholders having the right to notice of and to vote at such meeting, or
the right to receive such dividend or distribution or the right to give such
consent or dissent. In such case only stockholders of record on such record date
shall have such right, notwithstanding any transfer of stock on the books of the
Corporation after the record date. Without fixing such record date the Board of
Directors may for any of such purposes close the transfer books for all or any
part of such period.
If no record date is fixed and the transfer books are not closed,
(a) the record date for determining stockholders having the right to notice of
or to vote at a meeting of stockholders shall be at the close of business on the
day next preceding the day on which notice is given, and (b) the record date for
determining stockholders for any other purpose shall be at the close of business
on the day on which the Board of Directors acts with respect thereto.
SECTION 5. REPLACEMENT OF CERTIFICATES. In case of the alleged loss,
destruction or mutilation of a certificate of stock, a duplicate certificate may
be issued in place thereof, upon such terms, including appropriate
indemnification of the Corporation, as the Board of Directors may prescribe.
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SECTION 6. ISSUANCE OF CAPITAL STOCK. The Board of Directors shall
have the authority to issue or reserve for issue from time to time the whole or
any part of the capital stock of the Corporation which may be authorized from
time to time, to such persons or organizations, and on such terms as the Board
of Directors may determine, including without limitation the granting of
options, warrants, or conversion or other rights to subscribe to said capital
stock.
SECTION 7. DIVIDENDS. Subject to applicable law, the Articles of
Organization and these Bylaws, the Board of Directors may from time to time
declare, and the Corporation may pay, dividends on the outstanding shares of its
capital stock. Such dividends may be in the form of cash, property or stock.
ARTICLE VI
MISCELLANEOUS PROVISIONS
SECTION 1. FISCAL YEAR. Except as otherwise determined by the Board
of Directors, the fiscal year of the Corporation shall be the twelve months
ending March 31st. The Corporation shall be subject to an annual audit as of the
end of its fiscal year by independent accountants appointed by the Audit
Committee of the Board of Directors.
SECTION 2. SEAL. The Board of Directors shall have power to adopt
and alter the seal of the Corporation.
SECTION 3. EXECUTION OF INSTRUMENTS. All deeds, leases, transfers,
contracts, bonds, notes and other obligations to be entered into by the
Corporation in the ordinary course of its business without Board of Directors
action may be executed on behalf of the Corporation by the Chairman of the
Board, President, Treasurer or any other officer, employee or agent of the
Corporation as the Board of Directors may authorize.
SECTION 4. INDEMNIFICATION. Directors and officers of the
Corporation shall be entitled to indemnification as provided in the Articles of
Organization.
SECTION 5. VOTING OF SECURITIES. Unless otherwise provided by the
Board of Directors, the Chairman of the Board, the President or Treasurer may
waive notice of and act on behalf of the Corporation, or appoint another person
or persons to act as proxy or attorney in fact for the Corporation with or
without discretionary power and/or power of substitutions, at any meeting of
stockholders or shareholders of any other organization, any of whose securities
are held by the Corporation.
SECTION 6. RESIDENT AGENT. The Board of Directors may appoint a
resident agent upon whom legal process may be served in any action or proceeding
against the Corporation. Said resident agent shall be either an individual who
is a resident of and has a business address in Massachusetts, or a corporation
organized under the law of any other state of the United States, which has
qualified to do business in, and has an office in, Massachusetts.
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SECTION 7. CORPORATE RECORDS. The original, or attested copies, of
the Articles of Organization, Bylaws and records of all meetings of the
directors and stockholders, and the stock and transfer records, which shall
contain the names of all stockholders and the record address and amount of stock
held by each, shall be kept in Massachusetts at the main office of the
Corporation, or at an office of its transfer agent, Secretary or resident agent.
SECTION 8. ARTICLES OF ORGANIZATION. All references in these Bylaws
to the Articles of Organization shall be deemed to refer to the Articles of
Organization of the Corporation, as in effect from time to time.
SECTION 9. AMENDMENTS. These Bylaws may be altered, amended or
repealed as provided in the Articles of Organization.
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