Exhibit 3.2
AMENDED AND RESTATED BYLAWS
OF
UNION BANKSHARES COMPANY
TABLE OF CONTENTS
ARTICLE I Articles of Incorporation, Office, Location,
Seal and Section Headings 1
Section 1. Articles of Incorporation 1
Section 2. Office and Location 1
Section 3. Type of Financial Institution 1
Section 4. Seal 1
Section 5. Section Headings 1
ARTICLE II Annual Meeting of Shareholders 1
Section 1. Place and Date 1
Section 2. Notice 2
ARTICLE III Special Meetings of Shareholders 2
Section 1. Place and Date 2
Section 2. Call 2
Section 3. Notice 2
ARTICLE IV Voting of Shares, Proxies, Quorum, and Actions by Consent 3
Section 1. Voting Rights 3
Section 2. Proxies 3
Section 3. Quorum 3
Section 4. Action by Consent 4
Section 5. Record Date 4
ARTICLE V Directors 4
Section 1. Powers 4
Section 2. Number, Qualification and Term 4
Section 3. Vacancies, Resignation and Removal 4
Section 4. Compensation 5
ARTICLE VI Meetings of the Board of Directors 7
Section 1. Annual Meeting 7
Section 2. Regular Meetings 7
Section 3. Special Meetings, Notice 7
Section 4. Attendance as Waiver of Notice 7
Section 5. Quorum and Vote Required 8
Section 6. Presumption of Assent 8
Section 7. Action by Consent 8
Section 8. Telephone Meetings 8
Section 9. Oath of Office 8
Section 10. Maximum Age 9
ARTICLE VII Committees 9
Section 1. Executive Board 9
Section 2. Other Committees 9
Section 3. Alternates 9
Section 4. Proceedings 9
ARTICLE VIII Officers 10
Section 1. Title and Number 10
Section 2. When Chosen 10
Section 3. Additional Officers 10
Section 4. Vacancies, Term and Removal 10
Section 5. Security 10
Section 6. Chairman of the Board 10
Section 7. President 10
Section 8. Vice Presidents 11
Section 9. Secretary 11
Section 10. Clerk 11
Section 11. Treasurer 11
Section 12. Delegation of Authority 11
Section 13. Compensation of Officers 12
ARTICLE IX Contracts, Loans, Checks or Deposits 12
Section 1. Contracts 12
Section 2. Loans 12
Section 3. Checks, Drafts, etc. 12
ARTICLE X Voting Shares of Other Corporations 12
Section 1. Voting Shares of Other Corporations 12
ARTICLE XI Resignations 12
Section 1. Resignations 12
ARTICLE XII Certificates for Shares 13
Section 1. Certificates for Shares 13
Section 2. Classes and Series of Classes of Stock 13
ARTICLE XIV Transfers and Registration of Shares and Dividends 13
Section 1. Transfer of Shares 13
Section 2. Registered Shareholders 13
Section 3. Dividends 14
ARTICLE XV Lost Certificates 14
Section 1. Lost Certificates 14
ARTICLE XVI Indemnification of Officers, Directors, Employees
and Agents; Insurance 14
Section 1. General 14
Section 2. Derivative Actions 15
Section 3. Special Right to Indemnification in Certain Cases 15
Section 4. Determination in Specific Cases 15
Section 5. Advancement of Expenses 16
Section 6. Bylaw Indemnification Rights Not Exclusive;
Enforceable by Separate Action 16
Section 7. Insurance 17
Section 8. Miscellaneous 17
Section 9. Amendment 17
ARTICLE XVII Fiscal Year 17
Section 1. Fiscal Year 17
ARTICLE XVIII Amendments 17
Section 1. Amendments 17
ARTICLE I
Articles of Incorporation, Office, Location,
--------------------------------------------
Seal and Section Headings
-------------------------
Section 1. Articles of Incorporation. The name of this corporation
shall be Union Bankshares Company (the "Company"). References in these
bylaws to the Articles of Incorporation shall mean the Articles of
Incorporation of the Company as from time to time in effect. References in
these bylaws to the Maine Business Corporation Act (the "Act") and to
particular sections of the Act are to said Act and said sections, or to any
successor provisions, as in effect from time to time.
Section 2. Office and Location. The registered office shall be that
office specified in the Articles of Incorporation. The principal office and
place of business of the Company shall be at Ellsworth, Maine, and the
Company may have such other offices and places of business, both within and
without the State of Maine as the Board of Directors may from time to time
fix, or as the business of the Company may from time to time require.
Section 3. Type of Financial Institution. The Company is a bank
holding company organized under the Maine Business Corporation Act.
Section 4. Seal. The seal of the Company shall be circular in form
with the name of the Company, the word "Maine" and the year of its
incorporation so engraved on its face that it may be embossed on paper by
pressure, provided that the Board of Directors may adopt a wafer seal in any
form in respect of any particular document or instrument, in which case such
wafer seal affixed to such document or instrument shall be the corporate
seal of this Company thereon for all purposes provided by law. The corporate
seal may be adopted at any time by a vote of the Board of Directors at a
meeting duly called and held in accordance with these Bylaws.
Section 5. Section Headings. The headings of Articles and Sections set
forth herein are for convenience only, and shall not be considered in
construing these Bylaws.
ARTICLE II
Annual Meeting of Shareholders
------------------------------
Section 1. Place and Date. The Annual Meeting of shareholders (the
"Annual Meeting") shall be held during the months of April, May or June at
the office of the Company or at such other location as may be designated by
the Board of Directors. The date and hour of the meeting shall be fixed by
the Board. The Directors shall be elected at the Annual Meeting of the
1
Shareholders and each Director elected shall serve until his or her term
expires and until his or her successor shall have been duly elected and
qualified or until his or her earlier resignation or removal from office.
Section 2. Notice. Unless waived in the manner prescribed by law,
written notice of the annual meeting stating the place, day and hour thereof
shall, unless otherwise prescribed by statute, be delivered not less than
Ten (10) nor more than Sixty (60) days before the date of the meeting,
either personally or by mail, by or at the direction of the President, the
Clerk, or the officer or other persons 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 United States
mail with required postage, addressed to the shareholder at his or her
address as it appears in the records of the Company. Notice of any adjourned
meeting of the shareholders shall not be required to be given, except where
expressly required by law, provided that the time and place for reconvening
the adjourned meeting are announced at the meeting at which an adjournment
is taken, unless the adjournment shall be for a period in excess of thirty
(30) days, in which event new notice shall be given in the manner provided
in this section. Attendance of a shareholder at a meeting, in person or by
proxy, shall of itself constitute waiver of notice and call, and of any
defects therein, except when the shareholder attends a meeting solely for
the purpose of stating his or her objection, at the beginning of the
meeting, to the transaction of any business on the ground that the meeting
is not lawfully called or convened or that insufficient notice thereof was
given.
ARTICLE III
Special Meetings of Shareholders
--------------------------------
Section 1. Place and Date. Special meetings of shareholders for any
purpose or purposes may be held at such time and place, within or without
the State of Maine, as shall be stated in the notice of the meeting or in a
duly executed waiver of notice thereof.
Section 2. Call. Special meetings of the shareholders, for any purpose
or purposes, may be called by the President, the Clerk, the Chairman of the
Board of Directors, a majority of the Board of Directors, or the holders of
not less than 10% of the stock entitled to vote at the meeting, unless
otherwise prescribed by statute.
Section 3. Notice. Unless waived in the manner prescribed by the Act,
written notice of a special meeting of shareholders, stating the place, day
and hour thereof, and the purpose or purposes for which the meeting is
called, shall be delivered in the manner prescribed herein for the Annual
Meeting of Shareholders.
2
ARTICLE IV
Voting of Shares, Proxies, Quorum, and Actions by Consent
---------------------------------------------------------
Section 1. Voting Rights. Each outstanding share of stock entitled to
vote shall be entitled to one vote on each matter submitted to a vote at a
meeting of shareholders. Neither treasury shares nor shares of its own stock
held by the Company nor shares hypothecated to the Company shall be entitled
to vote. Except to the extent that the vote of a greater number of shares or
voting by classes or series of shares is required by statute or by the
Articles of Incorporation, at any meeting of shareholders which has been
duly called, or notice and call of which has been unanimously waived, and at
which a quorum is present, any corporate action may be authorized by a
majority of the votes cast at the meeting by the holders of shares entitled
to vote. Shares standing in the name of another corporation may be voted by
such 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
other corporation may determine. Shares held by an administrator, executor,
personal representative, guardian or conservator may be voted by such
person, either in person or by proxy, without a transfer of such shares into
his or her name. Shares standing in the name of a trustee may be voted by
such trustee, either in person or by proxy, but no trustee shall be entitled
to vote shares held by him or her without a transfer of such shares into
such trustee's name, which transfer shall reflect his or her capacity as
trustee. Shares standing in the name of a receiver may be voted by such
receiver without the transfer thereof into his or her name if authority to
do so is conferred by statute or is authorized by the court which appointed
such receiver. A shareholder whose shares are pledged shall be entitled to
vote such shares until the shares have been transferred on the records of
the Company into the name of the pledgee, and thereafter the pledgee shall
be entitled to vote the shares so long as they stand of record in the
pledgee's name.
Section 2. Proxies. At all meetings of shareholders, a shareholder may
vote in person or by a proxy executed in writing by the shareholder or by
his or her duly authorized attorney-in-fact. Such proxy shall be filed with
the Clerk of the Company either before or at the time of the meeting. No
proxy shall be valid after eleven (11) months from the date of its execution
unless it expressly and conspicuously states that it is irrevocable and
unless it otherwise complies with the requirements of law.
Section 3. Quorum. The holders of a majority of the shares of stock
issued and outstanding and entitled to vote, represented in person or by
proxy, shall constitute a quorum at all meetings of the shareholders for the
transaction of business, except as otherwise provided by the Act. If,
however, such quorum shall not be present or represented at any meeting of
the shareholders, the shareholders present in person or represented by proxy
shall have the power to adjourn the meeting from time to time, without
notice (except as otherwise provided by the Act) other than announcement at
the meeting, until a quorum shall be present or represented. Upon the
reconvening of any adjourned meeting, if a quorum shall be present or
represented, any business may be transacted which might have been transacted
at the meeting as originally noticed.
3
The shareholders present at a duly constituted meeting may continue to
transact business until adjournment notwithstanding the withdrawal of enough
shareholders to leave less than a quorum.
Section 4. Action by Consent. Any action required or permitted by law
to be taken at any annual or special meeting of shareholders may be taken
without a meeting if written consents, setting forth the actions taken, are
signed by the holders of all outstanding shares entitled to vote on such
action and are filed with the Clerk of the Company as part of the corporate
records. Such written consents may contain statements in the form of, and in
any case shall have the same effect as, a unanimous vote or votes of the
shareholders and may be stated as such in any certificate or document
required or permitted to be filed with the Secretary of State of Maine, and
in any certificate or document prepared or certified by any officer of the
Company for any purpose.
Section 5. Record Date. For the purpose of determining shareholders
entitled to notice of or to vote at any meeting of shareholders or any
adjournment thereof or entitled to receive payment of a dividend or other
distribution or in order to make a determination of shareholders for any
other purpose, the Board of Directors may fix in advance a record date for
any such determination which shall in no case be more than sixty (60) days
and not less than ten (10) days prior to the date designated for the meeting
or distribution.
ARTICLE V
Directors
---------
Section 1. Powers. The Board of Directors shall manage and control the
business, property and affairs of the Company. In the management and control
of the business, property and affairs of the Company, the Board of Directors
is hereby vested with all of the powers and authority of the Company itself,
so far as not inconsistent with the Act or other laws of the State of Maine,
the Articles of Incorporation or these Bylaws.
Section 2. Number, Qualification and Term. The number of Directors
shall be not less than ten (10) nor more than twenty-five (25) persons. Not
less than two thirds of the Directors shall be residents of the State of
Maine. Any director who ceases to be a resident of the State of Maine shall
be deemed to have resigned from the Board and shall be replaced if such
change in residence results in a violation of the residency requirements of
this section. No person shall be eligible to serve as a director unless he
or she is the actual and beneficial owner of capital stock of the Company
with a market value of at least $5,000 ("Qualifying Shares"). Qualifying
Shares may not be encumbered. The Directors shall be elected at the annual
meeting of the shareholders, and each Director elected shall serve until his
or her term expires and until his or her successor shall have been elected
and qualified or until his or her earlier resignation or removal from
office.
Section 3. Vacancies, Resignation and Removal. Any vacancy in the
Board of Directors, including newly created directorships created by
increase in the numbers of Directors, may be filled by a majority of the
remaining Directors. Any Director may resign his or her office by
4
delivering a written resignation to the President or Clerk. Directors may be
removed from office in the manner prescribed by the Act.
Section 4. Compensation. The Board of Directors, by the affirmative
vote of a majority of the Directors then in office, and irrespective of any
personal interest of any of its members, shall have authority to pay each
Director for his or her expenses, if any, of attendance at each meeting of
the Board of Directors and establish reasonable compensation for each
Director who is not also an officer. Members of either standing or special
committees may be allowed such compensation as the Directors may determine
for attending committee meetings.
ARTICLE VI
Business Combinations
---------------------
Section 1. Definitions. For purposes of this Article VI, the terms set
forth below shall be defined as follows:
(a) "Business Combination" shall mean
(i) any purchase, sale, exchange, lease, or other
transfer, except in the ordinary course of business, of more
than 5% of the consolidated assets of the Company and its
subsidiaries; or
(ii) any merger or consolidation of the Company or any of
its subsidiaries with another party; or
(iii) any issuance or reclassification of securities,
recapitalization or other transaction which has the effect,
directly or indirectly, of increasing the proportionate interest
of a Related Party in the Company's outstanding stock.
(b) "Related Party" shall mean any person or entity which is
the beneficial owner of 10% or more of the outstanding common stock of
the Company.
(c) "Beneficial Owner" means a person or entity who directly
or indirectly has or shares voting power with respect to any shares of
stock or who has the present or future right to acquire such voting
power through agreement, arrangement, understanding, conversion,
exchange, warrant, option or otherwise.
Section 2. Intended Effect. The intent of this Article VI is to
provide for special methods of approval by the directors and stockholders of
the Company with respect to proposed Business Combinations to which the
Company is a party. Nothing contained in this Article shall be deemed to
limit or restrict, where applicable, any provisions of law or of these
Bylaws.
5
Section 3. Business Combinations with Parties Which are not Related
Parties. Neither the Company nor any subsidiary of the Company shall become
a party to any Business Combination until the proposed Business Combination
(i) has been approved and recommended to the stockholders by an affirmative
vote of not fewer than 90% of the Board of Directors; and (ii) has been
approved by the affirmative vote of the holders of not less than 67% of the
outstanding common stock of the Company.
Section 4. Business Combinations with Related Parties. The
requirements of Section 6.3 shall apply to any Business Combination between
the Company or any of its subsidiaries and a Related Party except that such
Related Party shall not be entitled to vote shares of the Company's common
stock beneficially owned by it on the question of approval of the Business
Combination, and the affirmative vote of the holders of 67% of the Company's
outstanding common stock exclusive of stock beneficially owned by such
Related Party shall be required for such approval.
Section 5. Contents of Notice. The notice of any stockholder's meeting
at which a Business Combination is to be considered shall be accompanied by
proxy materials in compliance with the requirements of the Securities
Exchange Act of 1934 or successor statute, fully disclosing the nature of
the proposed Business Combination.
Section 6. Consideration to Stockholders. Neither the Company nor any
subsidiary of the Company shall become a party to any Business Combination
with a Related Party unless, in connection with such Business Combination,
(i) each stockholder of the Company is offered cash or other consideration
for each share of the Company's common stock owned by him, the fair market
value of which is not less than the highest price per share paid by such
Related Party in acquiring any of its holdings of the Company's common
stock, and (ii) no holder of the Company's common stock will receive
consideration in any form or proportion different from that received by any
other stockholder in connection with such Business Combination.
Section 7. Criteria for Approval of Business Combination. In
determining whether to recommend approval of a Business Combination to the
stockholders of the Company, the Board of Directors shall consider, in
addition to the adequacy of the proposed consideration offered in connection
with the Business Combination, the following factors: (i) the long term
social and economic effect of the proposed Business Combination on the
employees and customers of the Company and its subsidiaries and on other
elements of the communities in which the Company and its subsidiaries
operate; (ii) the experience and integrity of the acquiring person or
entity; and (iii) the financial condition, earnings prospects and management
philosophy of the acquiring person or entity.
Section 8. Amendment. Notwithstanding any other provisions of these
Bylaws, this Article VI shall not be amended or repealed without the
affirmative vote of not less than 90% of the Board of Directors and the
holders of not less than 67% of the Company's outstanding common stock.
6
ARTICLE VII
Meetings of the Board of Directors
----------------------------------
Section 1. Annual Meeting. An annual meeting of the Board of Directors
shall be held at the next scheduled Board meeting following the Annual
Meeting of the shareholders unless another place and time shall be fixed by
the consent in writing of all the Directors. No other notice of such meeting
shall be necessary. At the annual meeting, the Directors shall elect
officers for the ensuing year (except for the Clerk who shall be elected by
the stockholders at the Annual Meeting). Within thirty (30) days after the
Annual Meeting of the Board of Directors for election of officers, the Clerk
shall cause to be published in a local newspaper of general circulation in
Hancock County, or in such other newspaper as may be designated by the Maine
Superintendent of Banking, a list of the officers and directors of the
Company and shall return a copy of such list of officers to the Maine
Superintendent of Banking to be kept on file for public inspection.
Section 2. Regular Meetings. Regular meetings of the Board of
Directors may be held at such time and place within or without the State of
Maine as shall from time to time be fixed by the Board. Unless otherwise
specified by the Board, no notice of such regular meetings shall be
necessary, except as otherwise provided by the Act, including without
limitation, Section 601 thereof.
Section 3. Special Meetings, Notice. Special meetings of the Board of
Directors may be called by the Chairman of the Board, President, Clerk,
Secretary or any other person or persons authorized by the Act to call such
meetings. The person or persons calling the special meeting shall fix the
time and place thereof. Notice of each special meeting of the Board of
Directors shall be given by the Clerk, Secretary or the person or persons
calling the special meeting. It shall be sufficient notice to a Director of
a special meeting to send notice by mail at least 72 hours before the
meeting, addressed to him or her at his or her usual or last known business
or residence address, or to give notice to him or her in person or by
telephone, telecopy or other facsimile transmission at least 24 hours before
the meeting. If mailed, such notice shall be deemed to be delivered when
deposited in the United States mail, properly addressed, with postage
prepaid. If notice be given by facsimile transmission, such notice shall be
deemed to be delivered when received. Neither the business to be transacted
at, nor the purpose of, any regular or special meeting of the Board of
Directors need be specified in the notice of meeting, except as otherwise
required by law. The giving of notice of a special meeting of the Board of
Directors by the person or persons authorized to call the same shall
constitute the call thereof. Any director may waive notice of any meeting by
signing a waiver of notice, either before or after the meeting.
Section 4. Attendance as Waiver of Notice. Attendance of a Director at
any meeting shall constitute a waiver of notice of such meeting, except
where a Director attends for the express purpose, stated at the commencement
of the meeting, of objecting to the transaction of any business because the
meeting is not lawfully called, noticed or convened.
7
Section 5. Quorum and Vote Required. At any meeting of the Directors,
a majority of the Directors then in office shall constitute a quorum for the
transaction of business. The Directors present at a duly constituted meeting
at which a quorum was once present may continue to do business and take
action at the meeting notwithstanding the withdrawal of enough Directors to
leave less than a quorum. Any meeting may be adjourned from time to time by
a majority of the votes cast upon the question, whether or not a quorum is
present, and the meeting may be held as adjourned without further notice if
the time and place at which the adjourned meeting is to be reconvened is
announced at such meeting. The vote of a majority of the Directors present
at a meeting at which a quorum is present shall be the act of the Board of
Directors unless the vote of a greater number is required by these Bylaws or
the Act. If at any time there are fewer directors in office than the minimum
number of Directors fixed by these Bylaws, the directors then in office may
transact no other business than the filling of vacancies on the Board of
Directors, until sufficient vacancies have been filled so that there are in
office at least the minimum number of directors fixed by these Bylaws or by
the Articles of Incorporation.
Section 6. Presumption of Assent. A Director of the Company who is
present at a meeting of the Board of Directors at which action on any
corporate matter is taken shall be presumed to have assented to the action
taken unless his or her dissent shall be entered in the minutes of the
meeting or unless he or she files a written dissent to such action with the
person acting as the secretary of the meeting before the adjournment thereof
or such dissent is forwarded by certified or registered mail to the clerk of
the Company immediately after adjournment of the meeting. Such rights of
dissent shall not apply to a director who voted in favor of such action.
Section 7. Action by Consent. Any action required or permitted to be
taken at a meeting of the Directors, or of a committee of the Directors, may
be taken without a meeting if all of the Directors, or all of the members of
the committee, as the case may be, sign written consents setting forth the
action taken or to be taken, at any time before or after the intended
effective date of such action. Such consents shall be filed with the minutes
of Directors' meetings or committee meetings, as the case may be, and shall
have, and may be stated by any officer of the Company to have, the same
effect as a unanimous vote or resolution of the Board of Directors at a
legal meeting thereof. Any such action taken by unanimous written consent
may, but need not, be set forth in the form of resolutions or votes.
Section 8. Telephone Meetings. Members of the Board of Directors or of
any committee designated thereby may participate in a meeting of the Board
or of such committee by means of conference telephone or similar
communications equipment by means of which all persons participating in the
meeting can hear each other, and participating in a meeting in such manner
by any member who does not object at the beginning of such meeting to the
holding thereof in such manner shall constitute presence in person at such
meeting.
Section 9. Oath of Office. Each director shall be sworn annually to
the proper discharge of his or her duties, and he or she shall take an oath
that the Qualifying Shares owned by him or her are unencumbered and that
such shares shall remain unencumbered during his or her term of
8
office. Such oath shall be taken within 60 days of election to office, or
such office shall become vacant.
Section 10. Maximum Age. No person shall remain as a Director of the
Bank after attaining the age of seventy-two (72) years and upon reaching the
age of seventy-two (72) years shall relinquish the position of Director.
ARTICLE VIII
Committees
----------
Section 1. Executive Board. The Board of Directors, by a resolution
adopted by a majority of the Directors then in office, may designate from
among its members an executive committee (the "Executive Board") of not
fewer than five (5) nor more than eight (8) members, two thirds of whom
shall be residents of the State of Maine, one of whom shall be the President
and one of whom will be the Chairman. The Executive Board shall have the
full powers of the Board of Directors in regard to the ordinary operation of
the business of the Company, which powers may be exercised at all times when
the full Board is not in session, subject always to any specific vote of the
Board. The Executive Board shall meet at such intervals as may be determined
by the full Board of Directors, at a time and place designated by the
President.
Section 2. Other Committees. The Board may also, by a resolution
adopted by a majority of the full Board of Directors then in office,
designate from among its members one or more other committees, each
committee to consist of two or more Directors. Any such committee shall
exercise, to the extent provided by the Board, and subject to limitations
imposed by statute, the powers of the Board of Directors in the management
of the Company's business, subject to any specific vote of the Board.
Section 3. Alternates. The Board may designate one or more Directors
as alternate members of any committee, who may replace any absent or
disqualified member at any meeting of the committee.
Section 4. Proceedings. The committees shall keep regular minutes of
their proceedings and report the same to the Board of Directors. Members of
the committees may be removed from office, with or without cause, by
resolution adopted by a majority of the full Board of Directors then in
office. So far as practicable, the provisions of these Bylaws relating to
the calling, noticing and conduct of meetings of the Board of Directors
shall govern the calling, noticing and conduct of meetings of the Executive
Board and any other committees. The presence of a majority of the members of
any committee shall constitute a quorum at any meeting thereof.
9
ARTICLE IX
Officers
--------
Section 1. Title and Number. The officers of the Company shall be
chosen by the Board of Directors and shall include a Chairman and a
President (who shall be a member of the Board of Directors), one or more
Vice Presidents (one or more of whom may be designated as an Executive Vice
President or Senior Vice President), a Secretary, a Treasurer, one or more
Assistant Treasurers, one or more Trust Officers (one of whom may be
designated as Senior Trust Officer), and a Clerk. The Clerk shall be a
resident of the State of Maine. Any two or more offices may be held by the
same person.
Section 2. When Chosen. The Board of Directors shall elect the
officers at each annual meeting of the Directors; except that the Clerk
shall be elected by the shareholders at the Annual Meeting and shall hold
office until the Company changes its Clerk in the manner provided by the
Act.
Section 3. Additional Officers. The Board of Directors may appoint
such other officers and agents as it shall deem necessary who shall hold
their offices for such terms and shall exercise such powers and perform such
duties as shall be determined from time to time by the Board of Directors.
Section 4. Vacancies, Term and Removal. The officers of the Company
shall hold office until their successors have been chosen and qualified or
until their earlier death, resignation or lawful removal. Any officer
elected or appointed by the Board of Directors may be removed at any time by
the Board, with or without cause. Any vacancy occurring in any office of the
Company may be filled by the Board of Directors.
Section 5. Security. The Board of Directors may require security for
the fidelity and faithful performance of duties by its officers, employees
and agents. Such security may consist of a bond executed by one or more
surety companies authorized to transact business in the State of Maine.
Section 6. Chairman of the Board. The Board of Directors may designate
from among its members a Chairman of the Board who shall have such duties as
may be assigned to him or her from time to time by the Board of Directors.
Section 7. President. The President shall be the chief executive
officer of the Company and shall preside at all meetings of the shareholders
and of the Board of Directors. Subject to the control of the Board of
Directors, the President shall be responsible for the general management of
the business and affairs of the Company, shall see that all orders and
resolutions of the Board of Directors are implemented and shall report
annually to the stockholders regarding the affairs of the Company. The
President shall have the authority to sign deeds, mortgages, bonds,
contracts
10
or other instruments which the Board of Directors has authorized to be
executed, except in cases where the signing and execution thereof shall be
expressly delegated by the Board of Directors or by these Bylaws to some
other officer or agent of the Company or shall be required by law to be
otherwise signed or executed.
Section 8. Vice Presidents. The Vice Presidents shall perform such
duties and have such powers as the Board of Directors may from time to time
prescribe. In the absence or in the case of the disability of the President,
the Board of Directors shall appoint an Executive Vice President or, if
there shall be no Executive Vice President, a Vice President, to perform the
duties and exercise the powers of the President during his absence or
disability.
Section 9. Secretary. The Secretary shall record or cause to be
recorded the proceedings and actions of all meetings of the stockholders and
directors and shall give or cause to be given all notices required by these
bylaws, by law or by action of the Board by which no other provision is
made.
Section 10. Clerk. In the absence or at the direction of the
Secretary, the Clerk shall record the proceedings and actions of all
meetings of the stockholders and directors and may give or cause to be given
all notices required by these bylaws, by law or by action of the Board for
which no other provision is made. The Clerk shall keep, in a book kept for
such purpose, the records of all meetings of the shareholders and the Board
of Directors and shall perform such duties and have such powers as are
prescribed by the Act, including without limitation, Subsection 11 of
Section 714 thereof. The Clerk shall have custody of the corporate seal and
may affix the same to documents requiring it, and attest to the same. The
Clerk may permit the President or Secretary to keep a duplicate of the
corporate seal. The Clerk shall be a resident of the State of Maine. If the
Clerk dies, or becomes incapacitated, resigns or is otherwise unable to
perform his or her duties, the Board shall promptly appoint another clerk
who shall execute and file in the Office of the Secretary of State of Maine
a written statement of his or her appointment.
Section 11. Treasurer. The Treasurer shall have custody of corporate
funds and securities, shall keep full and accurate accounts of receipts and
disbursements in books belonging to the Company and shall deposit all moneys
and other valuable effects in the name and to the credit of the Company in
such depositories as may be designated by the Board of Directors. The
Treasurer shall disburse the funds of the Company as may be ordered by the
Board of Directors, taking proper vouchers for such disbursements, and shall
render to the President and the Board of Directors, at its regular meetings,
or when the Board of Directors so requires, an account of all his or her
transactions as Treasurer and of the financial condition of the Company. The
Treasurer shall have authority to sign checks, drafts or orders for the
payment of money and to execute conveyances, leases assignments, releases,
transfers of stock certificates and written bonds, and all other instruments
authorized or required by law or by vote of the Board of Directors, unless
otherwise provided by resolution of the Board of Directors, and shall in
general perform all other duties incident to the office of Treasurer and
such other duties as from time to time may be assigned to him or her by the
President or the Board of Directors.
11
Section 12. Delegation of Authority. In the case of the absence of any
officer of the Company or for any reason that the Board may deem sufficient,
the Board of Directors may delegate some or all of the powers or duties of
such officer to any other officer or to any director, employee, shareholder
or agent for whatever period of time it deems desirable, providing that a
majority of the entire Board concurs therein.
Section 13. Compensation of Officers. The salaries of the officers
shall be fixed from time to time by the Board of Directors, and no officer
shall be prevented from receiving such salary by reason of the fact that
such officer is also a director of the Company.
ARTICLE X
Contracts, Loans, Checks or Deposits
------------------------------------
Section 1. Contracts. The Board of Directors may authorize any officer
or officers or agent or agents to enter into any contract or to execute and
deliver any instrument in the name of and on behalf of the Company, and such
authority may be general or confined to specific instances.
Section 2. Loans. No loans shall be contracted on behalf of the
Company and no evidences of indebtedness shall be issued in its name unless
authorized by resolution of 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 Company shall be signed by such officer or officers or agent or
agents of the Company and in such manner as is provided in these Bylaws or
as shall from time to time be determined by resolution of the Board of
Directors.
ARTICLE XI
Voting Shares of Other Corporations
-----------------------------------
Section 1. Voting Shares of Other Corporations. The President, the
Executive Vice President, the Secretary and the Treasurer, in that order,
shall have authority to vote shares of other corporations standing in the
name of the Company, and the President, Secretary or Clerk is authorized to
execute in the name and on behalf of this Company proxies appointing any one
or more of the officers first above named, in the order above named, as
proxies for such purpose.
12
ARTICLE XII
Resignations
------------
Section 1. Resignations. Any director or other elected officer or
member of any committee, except the Clerk, may resign at any time. Such
resignation shall be made in writing and shall take effect at the time
specified therein. If no time is specified, it shall take effect from the
time of its receipt by the Clerk, who shall record such resignation, noting
the day, hour and minute of its reception. The acceptance of a resignation
shall not be necessary to make it effective. The Clerk may resign only as
provided by law.
ARTICLE XIII
Certificates for Shares
-----------------------
Section 1. Certificates for Shares. Certificates representing shares
of the Company shall be in such form as shall be determined by the Board of
Directors. Each such certificate shall be signed by any two (2) of: the
President, a Vice President, the Clerk or the Treasurer, and each must be
sealed with the corporate seal or facsimile thereof. The signatures of such
officers upon the certificate may be facsimiles if the certificate is
countersigned by the Clerk or a transfer agent or is registered by a
registrar, other than the Company itself or one of its employees. Each
certificate for a share shall be consecutively numbered or otherwise
identified. The name and address of the person to whom the shares
represented thereby are issued, the number of shares issued to such person
and the date of issue shall be entered on the stock transfer books of the
Company. All certificates surrendered to the Company for transfer shall be
canceled. No new certificates shall be issued until the former certificates
for a like number of shares shall have been surrendered and canceled, except
as provided by Article XIV, Section 1 below.
Section 2. Classes and Series of Classes of Stock. If the Company is
authorized to issue more than one class of stock or more than one series of
any class, any designations, preferences or other special rights of each
class of stock or series thereof and the qualifications, limitations or
restrictions of said preferences or rights shall be set forth in full or
summarized on the face or back of each certificate. The Company shall
furnish without charge to any shareholder who so requests any designations,
preferences or other special rights of each class of stock or series thereof
and the qualifications, limitations or restrictions of such preferences or
rights.
ARTICLE XIV
Transfers and Registration of Shares and Dividends
--------------------------------------------------
Section 1. Transfer of Shares. Transfer of shares of the Company shall
be made only on the stock transfer books of the Company by the holder of
record thereof or by the legal
13
representative of such holder who shall furnish proper evidence of authority
to transfer, or by his or her attorney thereunto authorized by power of
attorney, duly executed and filed with the Clerk of the Company, and only
upon surrender for cancellation of the certificates for such shares.
Whenever any transfer shall be made for collateral security and not
absolutely, the fact shall be so expressed in the entry of said transfer.
Section 2. Registered Shareholders. The Company shall be entitled to
recognize the exclusive right of a person registered on its books as the
owner of shares to receive dividends, and to vote as such owner, and to hold
liable for calls and assessments a person registered on its books as the
owner of shares, and shall not be bound to recognize any equitable or other
claim to or interest in such shares on the part of any other person, whether
or not it shall have express or other notice thereof, except as otherwise
expressly provided by law.
Section 3. Dividends. Dividends upon the capital stock of the Company
may be declared by the Board of Directors in its discretion at any regular
or special meeting, subject to the restrictions imposed by law. Dividends
may be paid in cash, in property or in shares of the capital stock of the
Company. Before payment of any dividend, there may be set aside out of any
funds of the Company available for dividends such sum or sums as the Board
of Directors, in its absolute discretion, determines to be proper as a
reserve or reserves for meeting contingencies, for repairing or maintaining
any property of the Company or for such other purposes as the Board of
Directors may determine to be in the best interests of the Company, and the
Board may modify or abolish any such reserve in the manner in which it was
created.
ARTICLE XV
Lost Certificates
-----------------
Section 1. Lost Certificates. The Board of Directors may direct a
replacement or duplicate certificate for shares of this Company to be issued
in place of any certificate theretofore issued by the Company alleged to
have been lost, destroyed or mutilated. When authorizing such issue of a new
certificate, the Board of Directors, in its discretion and as a condition
precedent to the issuance thereof, may prescribe such terms and conditions
as it deems expedient, and may require such indemnities as it deems
adequate, to protect the Company and its officers and agents from any claim
that may be made against it with respect to any such certificate alleged to
have been lost, destroyed or mutilated. The powers and duties of the Board
prescribed in this ARTICLE XV may be delegated in whole or in part to any
registrar or transfer agent.
ARTICLE XVI
Indemnification of Officers, Directors, Employees and
-----------------------------------------------------
Agents; Insurance
-----------------
14
Section 1. General. Subject to Section 4 of this Article XVI, the
Company shall in all cases indemnify any officer or director, and may
indemnify such other person, who was or is a party or is threatened to be
made a party to any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative, by
reason of the fact that he or she is or was a director, officer, employee or
agent of the Company, or is or was serving at the request of the Company as
a director, officer, trustee, partner, fiduciary, employee or agent of
another corporation, partnership, joint venture, trust, pension or other
employee benefit plan or other enterprise, against expenses, including
attorneys' fees, judgments, fines and amounts paid in settlement to the
extent actually and reasonably incurred by that person in connection with
such action, suit or proceeding; provided that no indemnification may be
provided for any person with respect to any matter as to which that person
shall have been finally adjudicated:
A. not to have acted honestly or in the reasonable belief that his
or her action was in or not opposed to the best interests of the
Company or its stockholders or, in the case of a person serving as a
fiduciary of an employee benefit plan or trust, in or not opposed to
the best interests of that plan or trust, or its participants or
beneficiaries; or
B. with respect to any criminal action or proceeding, to have had
reasonable cause to believe that his or her conduct was unlawful.
The termination of any action, suit or proceeding by judgment, order
or conviction adverse to that person, or by settlement or plea of nolo
contendere or its equivalent, shall not of itself create a presumption that
such person did not act honestly or in the reasonable belief that his or her
action was in or not opposed to the best interests of the Company or, in the
case of a person serving as a fiduciary of an employee benefit plan or
trust, in or not opposed to the best interests of that plan or trust or its
participants or beneficiaries and, with respect to any criminal action or
proceeding, had reasonable cause to believe that his or her conduct was
unlawful.
Section 2. Derivative Actions. Notwithstanding any provision of
Section 1 or 4, the Company shall not indemnify any person with respect to
any claim, issue or matter asserted by or in the right of the Company as to
which that person is finally adjudicated to be liable to the Company unless
the court in which the action, suit or proceeding was brought shall
determine that, in view of all the circumstances of the case, that person is
fairly and reasonably entitled to indemnity for such amounts as the court
shall deem reasonable.
Section 3. Special Right to Indemnification in Certain Cases. Any
provisions of Section 1, 2 or 4 to the contrary notwithstanding, to the
extent that a director, officer, employee or agent of the Company, or any
other person whom the Company has authority to indemnify under Section 1,
has been successful on the merits or otherwise in defense of any action,
suit or proceeding referred to in Sections 1 or 2, or in defense of any
claim, issue or matter therein, that person shall be indemnified against
expenses, including attorneys' fees, actually and reasonably incurred in
connection therewith. The right to indemnification granted by this
subsection may be enforced by a separate action against the Company, if an
order for indemnification is not entered by a court
15
in the action, suit or proceeding wherein that director, officer, employee,
agent or other person was successful on the merits or otherwise.
Section 4. Determination in Specific Cases. Any indemnification under
Section 1, unless ordered by a court or required by these Bylaws, shall be
made by the Company only as authorized in the specific case upon a
determination that indemnification of any director, officer, employee, agent
or other person is consistent with the terms of this Article XVI. Such
determination shall be made by the Board of Directors by a majority vote of
a quorum consisting of directors who are not seeking indemnification or, if
such a quorum is not obtainable, or even if obtainable, if a quorum of
disinterested directors so directs, by independent legal counsel in a
written opinion, or by the stockholders. Such a determination once made may
not be revoked and, upon the making of that determination, the director,
officer, employee, agent or other person may enforce the indemnification
against the Company by a separate action notwithstanding any attempted or
actual subsequent action by the Board of Directors.
Section 5. Advancement of Expenses. Expenses incurred in defending a
civil, criminal, administrative or investigative action, suit or proceeding
may be authorized and paid by the Company in advance of the final
disposition of that action, suit or proceeding upon a determination made in
accordance with the procedure established in Section 4 that, based solely on
the facts then known to those making the determination and without further
investigation, the person seeking indemnification satisfied the standard of
conduct prescribed by Section 1, and upon receipt by the Company of:
A. a written understanding by or on behalf of the person to repay
that amount if that person is finally adjudicated:
(1) not to have acted honestly or in the reasonable belief
that person's action was in or not opposed to the best interests
of the Company or its stockholders or, in the case of a person
serving as a fiduciary of an employee benefit plan or trust, in
or not opposed to the best interests of such plan or trust or
its participants or beneficiaries;
(2) with respect to any criminal action or proceeding, to have
had reasonable cause to believe that the person's conduct was
unlawful; or
(3) with respect to any claim, issue or matter asserted in any
action, suit or proceeding brought by or in the right of the
Company, to be liable to the Company, unless the court in which
that action, suit or proceeding was brought permits
indemnification in accordance with Subsection 2; and
B. a written affirmation by the person that he or she has met the
standard of conduct necessary for indemnification by the Company
as authorized in this Section.
16
The undertaking required by Paragraph A shall be an unlimited general
obligation of the person seeking the advance, but need not be secured and
may be accepted without reference to financial ability to make the
repayment.
Section 6. Bylaw Indemnification Rights Not Exclusive; Enforceable by
Separate Action. The indemnification and entitlement to advances of expenses
provided by this Article shall not be deemed exclusive of any other rights
to which those indemnified may be entitled under any agreement, vote of
stockholders or disinterested Directors or otherwise, both as to action in
that person's official capacity and as to action in another capacity while
holding such office, and shall continue as to a person who has ceased to be
a director, officer, employee, agent, trustee, partner or fiduciary and
shall inure to the benefit of the heirs and personal representatives of such
a person. A right to indemnification required by this Article may be
enforced by a separate action against the Company, if an order for
indemnification has not been entered by a court in any action, suit or
proceeding in respect to which indemnification is sought.
Section 7. Insurance. The Company shall have power to purchase and
maintain insurance on behalf of any person who is or was a director,
officer, employee or agent of the Company, or is or was serving at the
request of the Company as a director, officer, trustee, partner, fiduciary,
employee or agent of another corporation, partnership, joint venture, trust,
pension or other employee benefit plan or other enterprise against any
liability asserted against that person and incurred by that person in any
such capacity, or arising out of that person's status as such, whether or
not the Company would have the power to indemnify that person against such
liability under this section.
Section 8. Miscellaneous. For purposes of this Article, references to
the "Company" shall include, in addition to the surviving entity or new
entity, any participating entity in a consolidation or merger. For purposes
of this Article, the Company shall be deemed to have requested a person to
serve an employee benefit plan whenever the performance by him or her of his
or her duties to the Company also imposes duties on, or otherwise involves
services by, him or her to the plan or participants or beneficiaries of the
plan; excise taxes assessed on a person seeking indemnification with respect
to an employee benefit plan pursuant to applicable law shall be deemed
"fines"; and action taken or omitted by him or her with respect to an
employee benefit plan in the performance of his or her duties for a purpose
reasonably believed by him or her to be in the interests of the participants
or beneficiaries of the plan shall be deemed to be for a purpose which is in
the best interests of the Company.
Section 9. Amendment. Any amendment, modification or repeal of this
Article XVI shall not deny, diminish or otherwise limit the rights of any
person to indemnification or advance hereunder with respect to any action,
suit or proceeding arising out of any conduct, act or omission occurring or
allegedly occurring at any time prior to the date of such amendment,
modification or repeal.
17
ARTICLE XVII
Fiscal Year
-----------
Section 1. Fiscal Year. The fiscal year of the Company shall be the
calendar year.
ARTICLE XVIII
Amendments
----------
Section 1. Amendments. Except as otherwise expressly provided by the
Articles of Incorporation or Bylaws, alteration, amendment or repeal of
these Bylaws, and the adoption of new bylaws, shall require the affirmative
vote of a majority of the shares of capital stock entitled to vote thereon
or not less than two thirds of the full Board of Directors at a meeting the
notice of which shall include the amendment as an item of business to be
transacted and which notice shall either set out the text of the proposed
amendment or summarize the changes to be effected thereby. Notwithstanding
the foregoing, the Board of Directors may not, for a period of two years
following the amendment or repeal of any bylaw provision by the
shareholders, amend or readopt such provision.
Date adopted: ________________
______________________________
Sally J. Hutchins, Clerk
18