Exhibit 3.3
AMENDED AND RESTATED
CHARTER
OF
WESTFIELD MUTUAL HOLDING COMPANY
WHEREAS, a Charter was granted in the year 1853 to incorporate
Westfield Savings Bank (hereinafter, the "Corporation") as a Massachusetts
savings bank; and
WHEREAS, the Corporation, in accordance with the provisions of
Chapter 167H of the General Laws of The Commonwealth of Massachusetts and
all other applicable law, reorganized into a mutual holding company in
1995;
WHEREAS, the Corporation, in accordance with the provisions of
Chapter 167H of the General Laws of The Commonwealth of Massachusetts and
all other applicable law, has voted to amend its Charter in connection with
a Plan of Reorganization and Minority Stock Issuance;
NOW, THEREFORE, the Charter of the Corporation is hereby amended and
restated in its entirety to read as follows:
ARTICLE 1. Corporate Title.
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The full corporate title of the Corporation is "Westfield Mutual
Holding Company" and may be changed from time to time by the Corporators of
the Corporation.
ARTICLE 2. Office.
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The main office of the Corporation is located at 141 Elm Street,
Westfield, Massachusetts 01086 and may be changed from time to time by the
Board of Trustees of the Corporation, subject to applicable law.
ARTICLE 3. Nature and Powers.
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The Corporation is a mutual holding company organized under Chapter
167H of the General Laws of the Commonwealth of Massachusetts ("Chapter
167H") and shall have and may exercise all powers and authority, express
and implied, available to it under said Chapter 167H, as said Chapter may
be amended from time to time, and under all other applicable state and
federal law. Notwithstanding any other provisions contained herein, the
Corporation shall have no power to take deposits.
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ARTICLE 4. Duration.
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The duration of the Corporation is perpetual.
ARTICLE 5. Corporators.
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The Corporation shall have a Board of Corporators which shall
initially consist of those persons who are serving as Corporators of
Westfield Mutual Holding Company on the date of the completion of the Plan
of Reorganization and Minority Stock Issuance pursuant to which the
corporation will form a Stock Holding Company as its subsidiary, exchange
100% of the common stock of Westfield Bank for a majority interest in the
Stock Holding Company and offer common stock of the Stock Holding Company
to qualifying depositors of Westfield Bank and the tax-qualified employee
benefit plans of Westfield Bank and the Corporation (the "Reorganization")
in accordance with the provisions of said Chapter 167H. Such initial
Corporators shall continue to serve as Corporators for the balance of the
terms to which they were elected prior to the Reorganization, subject to
the provisions of the By-laws of the Corporation. Corporators shall
otherwise be elected as provided in the By-laws of the Corporation and
applicable law.
ARTICLE 6. Trustees.
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The Corporation shall be under the direction of a Board of Trustees.
The number of Trustees shall not be fewer than prescribed by law, and shall
be set by the Trustees in accordance with the By-Laws. The Board of
Trustees shall initially consist of those persons who are serving as
Trustees of the Corporation on the date of the Reorganization. Such initial
Trustees shall continue to serve as Trustees for the balance of the terms
to which they were elected prior to the Reorganization, subject to the
provisions of the By-laws of the Corporation. Trustees shall otherwise be
elected as provided in the By-laws of the Corporation.
ARTICLE 7. Standards for Board of Directors' Evaluation of Offers.
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The Board of Trustees of the Corporation, in determining whether the
interests of the Corporation and its depositors will be served by an offer
of another Person to (i) make a tender or exchange offer for any interest
of the Corporation, (ii) merge of consolidate the Corporation with or into
another institution, or (iii) purchase or otherwise acquire all or
substantially all of the properties and assets of the Corporation, may
consider the interests of the Corporation's employees and customers, the
local economy, community and societal considerations, and the long-term and
short-term interests of the Corporation and its depositors, including the
possibility that these interests may be best served by the continued
independence of the Corporation.
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ARTICLE 8. Liquidation and Dissolution.
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The Corporation may liquidate its affairs and be dissolved in
accordance with the procedures set forth in Chapter 168, Section 33 of the
General Laws of The Commonwealth of Massachusetts, as said Section may be
amended from time to time.
(a) Liquidation Rights. All persons who have deposit accounts with
any subsidiary bank of the Corporation on the date of the vote of
liquidation in accordance with said Chapter 168, Section 33, or such other
date, if any, as may be provided in said Section, as said Section may be
amended from time to time ("Section 33"), except persons having deposit
accounts with a subsidiary bank which was acquired by the Corporation after
the date of the Reorganization and which was in stock form prior to the
time of its acquisition by the Corporation, shall have the right, upon the
liquidation of the Corporation, to receive any proceeds of the
Corporation's assets and property which may remain after payment of the
expenses of settling the Corporation's affairs and satisfaction of all
liabilities of the Corporation, as provided in Section 33.
(b) Limitations. Liquidation rights accorded depositors under said
Section 33 shall relate to the liquidation of the Corporation and not to
the liquidation or other disposition of any asset or group of assets owned
by the Corporation, including without limitation any stock bank or other
subsidiary which may be owned in whole or in part by the Corporation. No
depositor of any subsidiary bank of the Corporation shall, as such, have
any rights with respect to the Corporation or any of its assets or
properties, except (a) liquidation rights with respect to the Corporation
provided for herein and (b) rights as a creditor with respect to any
subsidiary bank of the Corporation in which the depositor has a deposit. No
merger, consolidation, disposition or acquisition of assets or liabilities
or other similar transaction or business combination to which the
Corporation is a party or otherwise involving the Corporation will
constitute a liquidation for the purposes of this Article 8, whether the
Corporation is or is not the surviving entity in such transaction or
combination. Only a liquidation of the Corporation in accordance with
Section 33 will constitute a liquidation for the purposes of this Article
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ARTICLE 9. Indemnification.
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The Trustees, officers and employees of the Corporation shall be
indemnified to the extent provided in the By-laws of the Corporation.
ARTICLE 10. Limitation of Liability.
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The following provision shall be applicable if, when and to the
extent permitted by applicable law: No Trustee of the Corporation shall be
personally liable to the Corporation for monetary damages for breach of his
or her fiduciary duty as a Trustee, except for liability (i) for any breach
of such Trustee's duty of loyalty to the Corporation, (ii) for acts or
omissions not in good faith or which involve intentional misconduct or in
knowing violation of law, or (iii) for any transaction from which the
Trustee derived an improper personal benefit. Any repeal or modification of
this Article 10 shall not
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adversely affect any right or protection existing at the time of such
repeal or modification with respect to any acts or omissions occurring
before such repeal or modification. If the Massachusetts Business
Corporation Law is hereafter amended to further eliminate or limit the
personal liability of Trustees or to authorize corporate action to further
eliminate of limit such liability, then the liability of the Trustees of
this Corporation shall be eliminated or limited to the fullest extent
permitted by the Massachusetts Business Corporation Law as so amended.
ARTICLE 11. Amendment of Charter.
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Unless otherwise provided by applicable law, this Charter may be
amended by a majority vote of the Corporators present in person and voting
at a duly constituted regular or special meeting of Corporators, provided,
however, that the notice for such meeting must state that a purpose of the
meeting is to consider and act upon a proposed amendment to the Charter and
shall include the text of the proposed amendment or a summary thereof.
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