AMENDED AND RESTATED
BYLAWS OF
OCEAN SHORE HOLDING CO.
ARTICLE I. DOMICILE
The domicile of Ocean Shore Holding Co. (the "Holding Company") is 1001
Asbury Avenue, Ocean City, in the County of Cape May, in the State of New
Jersey.
ARTICLE II. SHAREHOLDERS
Section l. Place of Meetings. All annual and special meetings of
-----------------
shareholders shall be held at the home office of the Holding Company or at such
other convenient place as the board of directors may determine.
Section 2. Annual Meeting. A meeting of the shareholders of the Holding
--------------
Company for the election of directors and for the transaction of any other
business of the Holding Company shall be held annually within 150 days after the
end of the Holding Company's fiscal year on such date 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") or the Federal Stock Charter of the Holding
Company, 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 10 percent or more of all the outstanding capital stock of the
Holding Company entitled to vote at the meeting. Such written request shall
state the purpose or purposes of the meeting and shall be delivered at the home
office of the Holding Company addressed to the chairman of the board, the
president or the secretary.
Section 4. Conduct of Meetings. Annual and special meetings shall be
-------------------
conducted by the chairman of the annual or special meeting in accordance with
the written procedures agreed to by the board of directors . 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 Meetings. 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 20 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 Holding Company 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 and 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 Holding Company shall make a complete list of the 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 Holding Company 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 shall
also be produced and kept open at the time and place of the meeting and shall be
subject to the inspection by any shareholder during the entire time of the
meeting. The original stock transfer book shall constitute PRIMA FACIE 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 the OTS's Regulations as now or
hereafter in effect.
Section 8. Quorum. A majority of the outstanding shares of the Holding
------
Company 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 shall be 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. If a quorum is present, the
affirmative vote of the majority of the shares represented at the meeting and
entitled to vote on the subject matter shall be the act of the shareholders,
unless the vote of a greater number of shareholders voting together or voting by
classes is required by law or the Holding Company's charter. Directors, however,
are elected by a plurality of the votes cast at an election of directors.
2
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 may be given telephonically or electronically as long
as the holder uses a procedure for verifying the identity of the shareholder.
Proxies solicited 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 Holding Company to the contrary, at any meeting of the
shareholders of the Holding Company 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 held in trust in an IRA or Keogh
Account, however, may be voted by the association if no other instructions are
received. 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 thereof 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 Holding Company,
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
Holding Company, 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. No Cumulative Voting. Each holder of shares of common stock
--------------------
shall be entitled to one vote for each share held by such holder. No holder of
such shares shall be entitled to cumulative voting for any purpose.
3
Section 13. Inspectors of Election. In advance of any meeting of
----------------------
shareholders, the 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 of stock 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. 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 30 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 Holding Company. 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 Holding Company at least 30 days prior to the date of the annual meeting;
PROVIDED, HOWEVER, that in the event that less than 40 days notice or prior
public disclosure of the date of the meeting is given or made to shareholders,
notice by the shareholder must be received not later than the close of business
on the 10th day following the day on which notice of the date of the annual
meeting was mailed or such public disclosure was made. Upon delivery, such
nominations shall be posted in a conspicuous place in each office of the Holding
Company. 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 30
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. At an annual meeting of shareholders, only
------------
such business shall be conducted, and only such proposals shall be acted upon,
as shall have been properly brought before the meeting. For any business to be
properly brought before the annual meeting, such business shall be approved by
the board of directors, either directly or through its approval of proxy
solicitation materials related thereto, and shall be stated in writing and filed
with the secretary at least 30 days before the date of the annual meeting, and
all business so stated, proposed and filed shall be considered at the annual
meeting; PROVIDED, HOWEVER, that in the event that less than 40 days notice or
prior public disclosure of the date of the meeting is given or made to
shareholders, notice by the shareholder must be received not later than the
close of business on the 10th day following the day on which notice of the date
of the annual meeting was mailed or such public disclosure was made, and all
business so stated, proposed and filed should be considered at the annual
meeting so long as such business relates to a proper subject matter for the
shareholder action. 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 ten 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. A
shareholder's notice to the secretary shall set forth as to each matter the
shareholder proposes to bring before the annual meeting (a) a brief description
of the proposal desired to be brought before the annual meeting, (b) the
business, as well as the name and address of such shareholder and the class and
number of shares of the Holding Company which are owned of record by such
shareholder.
4
Section 16. Informal Action by Shareholders. Any action required to be
-------------------------------
taken at a meeting of 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 of the
shareholders entitled to vote with respect to the subject matter thereof.
ARTICLE III. BOARD OF DIRECTORS
Section l. General Powers. The business and affairs of the Holding
--------------
Company shall be under the direction of its board of directors. The board of
directors shall annually elect a chairman of the board and may also elect a vice
chairman of the board from among its members and shall designate, when present,
either the chairman of the board or the vice chairman of the board to preside at
its meetings.
Section 2. Number and Term. The board of directors shall consist of
---------------
seven (7) members and shall be divided into three classes as nearly equal in
number as possible. The members of each class shall be elected for a term of
three years and until their successors are elected and qualified. One class
shall be elected by ballot annually.
Section 3. Regular Meetings. A regular meeting of the board of
----------------
directors shall be held without other notice than this bylaw immediately after,
and at the same place as, the annual meeting of shareholders. The board of
directors may provide, by resolution, the time and place, for the holding of
additional regular meetings without other notice than such resolution. Directors
may participate in a meeting by means of a conference telephone or similar
communications device through which all persons participating can hear each
other at the same time. Participation by such means shall constitute presence in
person for all purposes.
Section 4. Qualification. Each director shall at all times be the
-------------
beneficial owner of not less than 100 shares of capital stock of the Holding
Company unless the Holding Company is a wholly owned subsidiary of a holding
company.
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 by three of the directors. The persons authorized to call special meetings of
the board of directors may fix any place, as the place for holding any special
meeting of the board of directors called by such persons.
5
Members of the board of directors may participate in regular and
special meetings by means of conference telephone, or by means of similar
communications equipment by which all persons participating in the meeting can
hear and speak to each other. Such participation shall constitute presence in
person for all purposes.
Section 6. Notice. Written notice of any special meeting shall be given
------
to each director at least 24 hours prior thereto when delivered personally or by
telegram, or at least 24 hours 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 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 be
specified in the notice or waiver of notice of such meeting.
Section 7. 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 6 of this Article III.
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 regulation of the OTS or
by these bylaws.
Section 9. 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, shall be
signed by all of the directors.
Section 10. Resignation. Any director may resign at any time by sending
-----------
a written notice of such resignation to the home office of the Holding Company
addressed to the chairman of the board or secretary. Unless otherwise specified
such resignation shall take effect upon receipt by the chairman of the board or
secretary. More than seven 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 11. Vacancies. Any vacancy occurring in 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 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.
6
Section 12. Compensation. Directors, as such, may receive a stated fee
------------
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 at each regular or special meeting of the board of directors. Members
of either standing or special committees may be allowed such compensation for
actual attendance at committee meetings as the board of directors may determine.
Section 13. Presumption of Assent. A director of the Holding Company
---------------------
who is present at a meeting of the board of directors at which action on any
Holding Company matter is taken shall be presumed to have assented to the action
taken unless his dissent or abstention shall be entered in 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 Holding Company
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 14. Removal of Directors. At a meeting of shareholders called
--------------------
expressly for that purpose, any director may be removed only for cause by a vote
of the holders of a majority of the shares then entitled to vote at an election
of directors. 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.
Section 15. Integrity of Directors. A person is not qualified to serve
----------------------
as a director if he or she: (1) is under indictment for, or has ever been
convicted of, a criminal offense involving dishonesty or breach of trust and the
penalty for such offense could be imprisonment for more than one year, or (2) is
a person against who a banking agency has, within the past ten years, issued a
cease and desist order for conduct involving dishonesty or breach of trust and
that order is final and not subject to appeal, or (3) has been found either by a
regulatory agency whose decision is final and not subject to appeal or by a
court to have (i) breached a fiduciary duty involving personal profit or (ii)
committed a willful violation of any law, rule or regulation governing banking,
securities, commodities or insurance, or any final cease and desist order issued
by a banking, securities, commodities or insurance regulatory agency.
Section 16. Residency Requirement. The majority of the directors of the
---------------------
Holding Company must reside within the State of New Jersey.
7
ARTICLE IV. EXECUTIVE AND OTHER COMMITTEES
Section l. 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 Holding Company, or recommending to the shareholders 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
Holding Company otherwise than in the usual and regular course of its business;
a voluntary dissolution of the Holding Company; 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, the terms of the members of the executive committee shall be set by
the board of directors.
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.
8
Section 8. Resignations and Removal. Any member of the executive
------------------------
committee may be removed at any time with or without cause by 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 Holding Company. Unless otherwise
specified, such resignation shall take effect upon its receipt; the acceptance
of such resignation shall not be necessary to make it effective. More than seven
consecutive absences from regular meetings of the executive committee, 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 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 committees composed of directors as they may
determine to be necessary or appropriate for the conduct of the business of the
Holding Company and may prescribe the duties, constitution and procedures
thereof.
ARTICLE V. OFFICERS
Section l. Positions. The officers of the Holding Company shall be a
---------
president, one or more vice presidents, a secretary and a treasurer or
comptroller, 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. The
president shall be a director of the Holding Company. The offices of the
secretary and treasurer or comptroller may be held by the same person and a vice
president may also be either the secretary or the treasurer or comptroller. The
board of directors may designate one or more vice presidents as executive vice
president or senior vice president. The board of directors may also elect or
authorize the appointment of such other officers as the business of the Holding
Company 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 the Holding
---------------------------
Company 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 Holding Company 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.
9
Section 3. Removal. Any officer may be removed by the board of
-------
directors whenever in its judgment the best interests of the Holding Company
will 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.
ARTICLE VI. CONTRACTS, LOANS, CHECKS AND DEPOSITS
Section l. 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 officer,
employee, or agent of the Holding Company to enter into any contract or execute
and deliver any instrument in the name of and on behalf of the Holding Company.
Such authority may be general or confined to specific instances.
Section 2. Loans. No loans shall be contracted on behalf of the Holding
-----
Company 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 Holding Company shall be signed by one or more officers, employees
or agents of the Holding Company in such manner as shall from time to time be
determined by the board of directors.
Section 4. Deposits. All funds of the Holding Company not otherwise
--------
employed shall be deposited from time to time to the credit of the Holding
Company in any duly authorized depositories as the board of directors may
select.
ARTICLE VII. CERTIFICATES FOR SHARES
AND THEIR TRANSFER
Section l. Certificates for Shares. Certificates representing shares of
-----------------------
capital stock of the Holding Company shall be in such form as shall be
determined by the board of directors and approved by the Office. Such
certificates shall be signed by the chief executive officer or by any other
officer of the Holding Company 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
10
facsimiles if the certificate is manually signed on behalf of a transfer agent
or a registrar other than the Holding Company 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, with the number of shares and date of issue, shall be entered on the
stock transfer books of the Holding Company.
Notwithstanding anything to the contrary herein, the Board of Directors
may provide by resolution that some or all of any or all classes or series of
the Holding Company's capital stock may be uncertificated shares. Any such
resolution shall not apply to shares represented by a certificate until such
certificate is surrendered to the Holding Company.
In the case of certificated shares, all certificates surrendered to the
Holding Company for transfer shall be cancelled and no new certificate or
evidence of the issuance of uncertificated shares shall be issued until the
former certificate for a like number of shares has been surrendered and
cancelled. In the case of uncertificated shares, proper transfer instructions
for the number of shares involved shall be received before a new certificate or
evidence of the issuance of uncertificated shares is issued thereof. In the case
of a lost or destroyed certificate, a new certificate or uncertificated shares
may be issued upon such terms and indemnity to the Holding Company as the board
of directors may prescribe.
Section 2. Transfer of Shares. Transfer of shares of capital stock of
------------------
the Holding Company 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 or her
legal representative, who shall furnish proper evidence of such authority, or by
his or her attorney authorized by a duly executed power of attorney and filed
with the Holding Company. Such transfer shall be made only, in the case of
certificated shares, on surrender for cancellation of the certificate for such
shares or, in the case of uncertificated shares, on delivery of proper transfer
instructions for the number of shares involved. The person in whose name shares
of capital stock stand on the books of the Holding Company shall be deemed by
the Holding Company to be the owner for all purposes.
ARTICLE VIII. FISCAL YEAR
The fiscal year of the Holding Company shall end on December 31 of each
year. The appointment of accountants shall be subject to annual ratification by
the shareholders.
ARTICLE IX. DIVIDENDS
Subject to the terms of the Holding Company's Charter and the
regulations and orders of the OTS, the board of directors may, from time to
time, declare, and the Holding Company may pay, dividends on its outstanding
shares of capital stock.
11
ARTICLE X. CORPORATE SEAL
The board of directors shall provide a Holding Company seal, which
shall be two concentric circles between which shall be the name of the Holding
Company. The year of incorporation or an emblem may appear in the center.
ARTICLE XI. INDEMNIFICATION
The Holding Company shall indemnify all officers, directors and
employees of the Holding Company, and their heirs, executors and administrators,
to the fullest extent permitted under federal law against all expenses and
liabilities reasonably incurred by them in connection with or arising out of any
action, suit or proceeding in which they may be involved by reason of their
having been a director or officer of the Holding Company, whether or not they
continue to be a director or officer at the time of incurring such expenses or
liabilities, such expenses and liabilities to include, but not be limited to,
judgments, court costs and attorneys' fees and the cost of reasonable
settlements.
ARTICLE XII. AMENDMENTS
These bylaws may be amended in a manner consistent with regulations of
the Office and shall be effective after: (i) approval of the amendment by a
majority vote of the authorized board of directors, or by a majority vote of the
votes cast by the shareholders of the Holding Company at any legal meeting, and
(ii) receipt of any applicable regulatory approval. When the Holding Company
fails to meet its quorum requirements, solely due to vacancies on the board,
then the affirmative vote of a majority of the sitting board will be required to
amend the bylaws.
Effective as of October 24, 2007
12