Exhibit 3.4
AMENDED AND RESTATED
BY-LAWS
OF
WESTFIELD MUTUAL HOLDING COMPANY
ARTICLE I
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Organization
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The name of this Corporation shall be "Westfield Mutual Holding
Company." The main office of the Corporation is and shall be located in the
City of Westfield, Massachusetts, or such other location as the Board of
Trustees may designate, subject to change as authorized by law. The
Corporation may have such additional offices, either within or without the
United States, as the Board of Trustees may from time to time designate in
accordance with applicable law.
ARTICLE II
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Corporators
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SECTION 2.1 Number; Election; Term. There shall be at least twenty-
five (25) Corporators. The Board of Corporators shall initially consist of
those persons ("Initial Corporators") 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 Chapter 167H of the General Laws of
The Commonwealth of Massachusetts. 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 Sections
2.8 and 2.9 hereof. Corporators may be elected at any annual or special
meeting of Corporators if the notice of the meeting includes the election
of Corporators as an item for action at the meeting. Nominations of
candidates for election as Corporators shall be made by the Board of
Trustees. Except as provided in the third sentence of this Section, all
Corporators shall be elected for a term of ten (10) years.
SECTION 2.2 Annual Meeting. The annual meeting of the Corporators
for elections and other purposes shall be held on the third Tuesday in May
(or if that be a legal holiday in the place where the meeting is to be
held, on the next succeeding full business day), at the main office of
Westfield Bank in Massachusetts, unless a different hour or place within
Massachusetts (or if permitted by applicable law, elsewhere in the
United States) is fixed by the Board of Trustees, the Chairman of the Board
or the President. If no annual meeting has been held on the date fixed
above, a special meeting in lieu thereof may be held, and such special
meeting shall have for the purposes of these By-laws and otherwise all the
force and effect of an annual meeting.
SECTION 2.3 Special Meetings. Special meetings of the Corporators
for any purpose or purposes may be called at any time only by the Chairman
of the Board of Trustees, by the President, or by a majority of the
Trustees then in office. Only those matters set forth in the call of the
special meeting may be considered or acted upon at such special meeting,
unless otherwise provided by law.
SECTION 2.4 Matters to be Considered at Annual Meetings. At an
annual meeting of Corporators, only such new business shall be conducted,
and only such proposals shall be acted upon, as shall be proper subjects
for Corporator action pursuant to the Charter, these By-laws, or applicable
law and shall have been brought before the annual meeting by, or at the
direction of, the Board of Trustees, the Chairman of the Board, or the
President.
SECTION 2.5 Notice of Meetings. A written notice of all annual and
special meetings of Corporators shall state the place, date, hour, and
purposes of such meetings. Such notice shall be given by the Clerk or an
Assistant Clerk (or other person authorized by these By-laws or by law) at
least seven (7) days before the meeting to each Corporator by leaving such
notice with him or her or at his or her residence or usual place of
business, or by mailing it, postage prepaid, and addressed to such
Corporator at his or her address as it appears in the records of the
Corporation. When any Corporators meeting, either annual or special, is
adjourned for thirty (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 thirty (30) days or of the business to be transacted thereat,
other than an announcement at the meeting at which such adjournment is
taken. A written waiver of notice, executed before or after a meeting by
such Corporator or his or her attorney thereunto authorized and filed with
the records of the meeting, shall be deemed equivalent to notice of the
meeting.
SECTION 2.6 Quorum and Voting. Except as otherwise provided in the
Charter or these By-laws, a quorum shall consist of thirteen (13)
Corporators or Twenty-Five Percent (25%) of the total number of
Corporators, whichever is greater, provided, however, that in any event not
more than Fifty (50) Corporators shall be necessary to constitute a quorum.
Each Corporator must be present in person to be counted for purposes of
determining the presence of a quorum and to be entitled to vote, and each
Corporator present in person shall be entitled to one vote.
If less than a quorum is present at a meeting, a majority of the
Corporators present may adjourn the meeting from time to time and the
meeting may be held as adjourned without further notice, except as provided
in Section 2.5. At such adjourned meeting at which a quorum shall be
present, any business may be transacted which might have been transacted at
the meeting as originally noticed. The Corporators present at a duly
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constituted meeting may continue to transact business until adjournment
notwithstanding the withdrawal of enough Corporators to leave less than a
quorum.
SECTION 2.7 Action at Meeting. When a quorum is present, any matter
before the meeting shall be decided by vote of a majority of Corporators
present in person, except where a larger vote is required by law, by the
Charter or by these By-laws. Any election by Corporators shall be
determined by a plurality of the votes cast, except where a larger vote is
required by law, by the Charter or by these By-laws.
SECTION 2.8 Resignation and Removal. Any Corporator may resign at
any time by delivering his or her written resignation to the Chairman of
the Board, the President or the Clerk. Such resignation shall be effective
upon receipt thereof by the Chairman of the Board, the President or the
Clerk, unless it is specified to be effective at some other time or upon
the happening of some other event. Any Corporator who fails to attend two
(2) or more successive annual meetings of the Corporators may be removed by
the Corporators at any meeting within three (3) years following the last
such successive annual meeting missed.
SECTION 2.9 Qualification. Each Corporator shall have such
qualifications as are required by applicable law. No Corporator shall serve
as a corporator, trustee or officer of any other mutual holding company, as
trustee, director or officer of any bank or thrift institution which is not
a subsidiary of the Corporation, or as a director or officer of any holding
company for any bank or thrift institution which is not a subsidiary of the
Corporation. No person shall be qualified to be elected to serve as a
Corporator if he or she has reached the age of seventy-two (72) years.
ARTICLE III
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Trustees
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SECTION 3.1 Powers. The business and affairs of the Corporation
shall be managed by a Board of Trustees who may exercise all the powers of
the Corporation except as otherwise provided by law, by the Charter, or by
these By-laws. In the event of a vacancy in the Board of Trustees, the
remaining Trustees, except as otherwise provided by law, may exercise the
powers of the full Board until the vacancy is filled.
SECTION 3.2 Composition and Term. The number of Trustees shall be
established from time to time by the Board of Trustees. The Board of
Trustees shall initially consist of twelve (12) individuals, and shall
remain fixed at such number until another number is fixed by the Trustees.
The Trustees shall be divided into three (3) groups as nearly equal in
number as possible and one of such groups shall be elected annually to
serve for a term of three (3) years and until their successors are elected
and qualified. When the number of Trustees is changed, the Board of
Trustees shall determine the class or classes to which the increased or
decreased number of Trustees shall be apportioned. The Board of Trustees
shall initially consist of those persons ("Initial Trustees") who are
serving as Trustees of Westfield Mutual Holding Company on the
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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 Sections 3.4 and 3.5 hereof.
SECTION 3.3 Trustee Nominations. Nominations of candidates for
election as Trustees at any meeting of Corporators shall be made by the
Board of Trustees. Only persons nominated in accordance with this Section
3.3 shall be eligible for election as Trustees at a meeting of Corporators.
SECTION 3.4 Qualification. Each Trustee shall have such
qualifications as are required by applicable law. No Trustee shall serve as
a corporator, trustee or officer of any other mutual holding company, as a
trustee, director or officer of any bank or thrift institution which is not
a subsidiary of the Corporation, or as a director or officer of any holding
company for any bank or thrift institution which is not a subsidiary of the
Corporation. No person shall be qualified to be elected to serve as a
Trustee if he or she has reached the age of seventy-two (72) years. The
members of the Board of Trustees shall satisfy such citizenship and
residency requirements as may be imposed by applicable law.
SECTION 3.5 Resignation and Removal. Any Trustee may resign at any
time by delivering his or her written resignation to the main office of the
Corporation addressed to the Chairman of the Board, the President or the
Clerk. Such resignation shall be effective upon receipt thereof by the
Chairman of the Board, the President or the Clerk, unless it is specified
to be effective at some other time or upon the happening of some other
event. Any Trustee may be removed from office with or without cause by vote
of a majority of the entire Board of Trustees.
SECTION 3.6 Vacancies. Any vacancy occurring on the Board of
Trustees, whether as a result of resignation, removal, death or increase in
the number of Trustees, may be filled by the Board of Trustees for the
balance of the vacant term.
SECTION 3.7 Compensation. The members of the Board of Trustees and
the members of either standing or special committees may be allowed such
compensation for attendance at meetings as the Board of Trustees may
determine.
SECTION 3.8 Regular Meetings. A regular meeting of the Board of
Trustees shall be held without other notice than this By-law on the same
date and at the same place as the annual meeting of Corporators, or the
special meeting held in lieu thereof, following such meeting of
Corporators. The Board of Trustees may provide by resolution, without other
notice than such resolution, the time, date and place for the holding of
other regular meetings which shall be at least once every three (3) months.
Regular meetings of the Board of Trustees shall be held at a place or
places fixed from time to time by the Board of Trustees.
SECTION 3.9 Special Meetings. Special meetings of the Board of
Trustees may be called by or at the request of the Chairman of the Board,
the President, or a majority of
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the Trustees. The persons authorized to call special meetings of the Board
of Trustees may fix the time, date and place for holding any special
meeting of the Board of Trustees called by such persons.
SECTION 3.10 Notice of Meetings. Notice of the time, date and place
of all special meetings of the Board of Trustees shall be given to each
Trustee by the Clerk or Assistant Clerk or in the case of the death,
absence, incapacity or refusal of such persons, by the officer or one of
the Trustees calling the meeting. Notice of any special meeting of the
Board of Trustees shall be given to each Trustee in person or by telephone
or sent to his or her business or home address by telecommunication at
least twenty-four (24) hours in advance of the meeting, or by written
notice mailed to his or her business or home address at least forty-eight
(48) hours in advance of such meeting. If mailed, such notice shall be
deemed to be delivered when deposited in the mail so addressed, with
postage thereon prepaid. When any Board of Trustees meeting, either regular
or special, is adjourned for thirty (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 thirty (30) days or of the business to be
transacted thereat, other than an announcement at the meeting at which such
adjournment is taken. Any Trustee may waive notice of any meeting by a
writing executed by him or her either before or after the meeting and filed
with the records of the meeting. The attendance of a Trustee at a meeting
shall constitute a waiver of notice of such meeting, except where a Trustee
attends a meeting for the express purpose of objecting to the transaction
of any business because such meeting is not lawfully called or convened.
Neither the business to be transacted at, nor the purpose of, any meeting
of the Board of Trustees need be specified in the notice or waiver of such
meeting.
SECTION 3.11 Quorum. A majority of the number of Trustees then in
office shall constitute a quorum for the transaction of business at any
meeting of the Board of Trustees, but if less than a quorum is present at a
meeting, a majority of the Trustees present may adjourn the meeting from
time to time and the meeting may be held as adjourned without further
notice, except as provided in Section 3.10. At such adjourned meeting at
which a quorum shall be present, any business may be transacted which might
have been transacted at the meeting as originally noticed.
SECTION 3.12 Action at Meeting. The act of the majority of the
Trustees present at a meeting at which a quorum is present shall be the act
of the Board of Trustees, unless a greater number is prescribed by
governing law, by the Charter or by these By-laws.
SECTION 3.13 Manner of Participation. Members of the Board of
Trustees may participate in meetings of the Board and any committee thereof
by means of conference telephone or similar communications equipment by
which all persons participating in the meeting can hear each other. Such
participation shall constitute presence in person.
SECTION 3.14 Action by Consent. Any action required or permitted to
be taken by the Board of Trustees at any 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 Trustees then in
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office. Such written consents shall be filed with the records of the
meetings of the Board of Trustees and shall be treated for all purposes as
a vote at a meeting of the Board of Trustees.
SECTION 3.15 Presumption of Assent. A Trustee of the Corporation who
is present at a meeting of the Board of Trustees at which action on any
matter is taken shall be presumed to have assented to the action taken
unless his or her dissent or abstention has been entered in the minutes of
the meeting or unless he or she has filed a written dissent to such action
with the person acting as the Clerk of the meeting before the adjournment
thereof or has forwarded such dissent by registered mail to the Clerk of
the Corporation within five (5) days after the date such dissenting Trustee
receives a copy of the minutes of the meeting. Such right to dissent shall
not apply to a Trustee who voted in favor of such action.
SECTION 3.16 Committees. The Board of Trustees, by vote of a
majority of all of the Trustees then in office, shall elect from its number
an Audit Committee and a Board of Investment/ Executive Committee, and may
elect such other committees as it deems appropriate, and may delegate to
such committees some or all of its powers except those which by law, by the
Charter or by these By-laws may not be delegated. Any such committees shall
consist of not less than three (3) members of the Board of Trustees except
that the Board of Investment/Executive Committee shall consist of not less
than five (5) members of the Board of Trustees, not more than one of whom
may hold the office or perform the duties of President, Executive Vice
President, Treasurer or Clerk. No member of the Audit Committee shall be an
officer of the Corporation. Except as the Board of Trustees may otherwise
determine, any such committee may make rules for the conduct of its
business, but unless otherwise provided by the Board of Trustees or in such
rules, its business shall be conducted so far as possible in the same
manner as is provided by these By-laws for the Board of Trustees. All
members of such committees shall hold such offices at the pleasure of the
Board of Trustees. The Board of Trustees may abolish any such committee
(other than the Audit Committee and the Board of Investment/ Executive
Committee) at any time, subject to applicable law. Any committee to which
the Board of Trustees delegates any of its powers or duties shall keep
records of its meetings and shall report its action to the Board of
Trustees. The Board of Trustees shall have power to rescind any action of
any committee, but no such rescission shall have retroactive effect.
SECTION 3.17 Honorary Trustees. Subject to applicable law, any
person who shall have served as a Trustee of the Corporation for ten (10)
years or more may, upon ceasing to be a member of the Board of Trustees,
continue as an Honorary Trustee in the manner and for such term as is
provided by law. The persons who are serving as Honorary Trustees of
Westfield Mutual Holding Company on the date of the Reorganization shall
continue to serve as Honorary Trustees for the balance of the terms to
which they were elected prior to the Reorganization, subject to the
provisions of Section 3.5.
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ARTICLE IV
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Officers
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SECTION 4.1 Enumeration. The officers of the Corporation shall
consist of a President, a Treasurer, a Clerk, and such other officers,
including without limitation a Chairman of the Board, a Secretary, and one
or more Vice Presidents, Vice Treasurers, Assistant Treasurers, Assistant
Clerks or Assistant Secretaries, as the Board of Trustees may determine.
SECTION 4.2 Election. The Board of Trustees shall have the power to
elect all officers.
SECTION 4.3 Qualification. Except as may be permitted by law, no
officer shall serve as a corporator, trustee or officer of any other mutual
holding company, as a trustee, director or officer of any bank or thrift
institution which is not a subsidiary of the Corporation, or as a director
or officer of any holding company for any bank or thrift institution which
is not a subsidiary of the Corporation.
SECTION 4.4 Tenure. Except as otherwise provided by law, by the
Charter or by these By-laws, all officers shall hold office during the
pleasure of the Board of Trustees. Election or appointment of an officer,
employee or agent shall not of itself create contract rights to continued
employment or otherwise. The Board of Trustees may authorize the
Corporation to enter into an employment contract with any officer in
accordance with applicable law, but no such contract shall preclude the
Board of Trustees from exercising its right to remove any officer at any
time in accordance with Section 4.5 hereof.
SECTION 4.5 Resignation and Removal. Any officer may resign by
delivering his or her written resignation to the Corporation at its main
office addressed to the Chief Executive officer, President or Clerk. Such
resignation shall be effective upon receipt thereof by the Chief Executive
Officer, President or Clerk, unless it is specified to be effective at some
other time or upon the happening of some other event. Any officer elected
by the Board of Trustees may be removed at any time with or without cause
by the Board of Trustees. Any employee or agent of the Corporation may be
removed at any time with or without cause by the Chief Executive officer or
by the Board of Trustees.
SECTION 4.6 Chairman of the Board. The Chairman of the Board, if one
is chosen shall be the Chief Executive Officer unless the Board of
Trustees, by special vote confer the duties of Chief Executive Officer upon
the President. The Chairman of the Board shall, when present, preside at
all meetings of the Board of Trustees. The Chairman of the Board shall
perform all duties and have all powers which are commonly incident to the
office of Chairman of the Board or which are delegated to him or her by the
Board of Trustees. He or she shall have power to sign all stock
certificates, contracts and other instruments of the Corporation which are
authorized.
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SECTION 4.7 President. The President or such other Chief Executive
Officer shall have general responsibility for the management and control of
the business and affairs of the Corporation and shall perform all duties
and have all powers which are commonly incident to the office of President
or which are delegated to him or her by the Board of Trustees. Subject to
the direction of the Board of Trustees, and in the absence of a Chairman of
the Board, the President shall have all of the powers and perform all of
the duties of the Chairman of the Board (as designated in Section 4.6) and
shall also have power to sign all stock certificates, contracts and other
instruments of the Corporation which are authorized and shall have general
supervision of all of the other Officers (other than the Chairman of the
Board, if any), employees and agents of the Corporation.
SECTION 4.8 Vice Presidents. The Vice President or Vice Presidents
shall perform the duties and exercise the powers usually incident to their
respective offices and/or such other duties and powers as may be properly
assigned to them by the Board of Trustees or the Chief Executive Officer.
A Vice President or Vice Presidents may be designated as Executive Vice
President or Senior Vice President.
SECTION 4.9 Treasurer, Vice Treasurers, and Assistant Treasurers.
The Treasurer shall, subject to the direction of the Board of Trustees,
have general charge of the financial affairs of the Corporation and shall
cause to be kept accurate books of account. He or she shall have custody
of all funds, securities, and valuable documents of the Corporation, except
as the Board of Trustees may otherwise provide. The Treasurer shall also
perform such other duties as the Board of Trustees may from time to time
designate. Any Vice Treasurer and any Assistant Treasurer shall have such
powers and perform such duties as the Board of Trustees or the Chief
Executive Officer may from time to time designate.
SECTION 4.10 Clerk. The Clerk and Assistant Clerk shall issue
notices of meetings, shall keep their minutes, shall have charge of the
seal and the corporate books, shall perform such other duties and exercise
such other powers as are usually incident to such offices and/or such other
duties and powers as are properly assigned thereto by the Board of Trustees
or the President.
SECTION 4.11 Action with Respect to Securities of Other
Corporations. Unless otherwise directed by the Board of Trustees, the
President or any Officer of the Corporation authorized by the President
shall have power to vote and otherwise act on behalf of the Corporation, in
person or in which the Corporation may hold securities and otherwise to
exercise any and all rights and powers which the Corporation may possess by
reason of its ownership of securities in such other corporation.
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SECTION 4.12 Other Powers and Duties. Subject to these By-laws,
each officer of the Corporation shall have in addition to the duties and
powers specifically set forth in these By-laws, such duties and powers as
are customarily incident to his or her office, and such duties and powers
as may be designated from time to time by the Board of Trustees.
ARTICLE V
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[Reserved]
ARTICLE VI
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Indemnification
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SECTION 6.1 Officers. To the extent permitted by law and except as
provided in Sections 6.3 and 6.4 hereof, each officer of the Corporation
(and his or her heirs and personal representatives) shall be indemnified by
the Corporation against all Expenses incurred by him or her in connection
with any Proceeding in which he or she is involved as a result of (a) his
or her serving or having served as an Officer or employee of the
Corporation, (b) his or her serving or having served as a director, officer
or employee of any of its subsidiaries, or (c) his or her serving or having
served any other corporation, organization, partnership, joint venture,
trust or other entity at the request or direction of the Corporation.
SECTION 6.2 Non-Officer Employees. To the extent permitted by law
and except as provided in Sections 6.3 and 6.4, each non-Officer Employee
of the Corporation (and his or her heirs and personal representatives) may,
in the discretion of the Board of Trustees, be indemnified against any or
all Expenses incurred by him or her in connection with any Proceeding in
which he or she is involved as a result of (a) his or her serving or having
served as a non-officer Employee of the Corporation, (b) his or her serving
or having served as a director, officer, or employee of any of its
subsidiaries, or (c) his or her serving or having served any other
corporation, organization, partnership, joint venture, trust or other
entity at the request or direction of the Corporation. Notwithstanding
anything to the contrary contained in this Article VI, the Corporation
shall have no obligation under this Article VI, to any non-Officer Employee
if such non-Officer Employee has rights of indemnification from any
subsidiary bank of the Corporation.
SECTION 6.3 Service at Direction of Board of Trustees. No
indemnification shall be provided to an Officer or non-Officer Employee
with respect to his or her serving or having served in any of the
capacities described in Sections 6.1(c) and 6.2(c), respectively, hereof,
unless such service was required or directed by vote of the Board of
Trustees prior to the occurrence of the event to which the indemnification
relates; provided that the Board of Trustees may provide an Officer or non-
Officer Employee with indemnification, as to a specific Proceeding, even
though such Board of Trustees
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vote was not obtained, if in its discretion, the Board of Trustees
determines it to be appropriate for the Corporation to do so.
SECTION 6.4 Good Faith. No indemnification shall be provided to an
Officer or to a non-Officer Employee with respect to a matter as to which
he or she shall have been adjudicated in any Proceeding not to have acted
in good faith in the reasonable belief that his or her action was in the
best interests of the Corporation. In the event that a Proceeding is
compromised or settled so as to impose any liability or obligation upon an
Officer or upon a non-Officer Employee, no indemnification shall be
provided to said Officer or to said non-Officer Employee with respect to a
matter if there is a determination that with respect to said matter said
officer or said non-Officer Employee did not act in good faith in the
reasonable belief that his or her action was in the best interests of the
Corporation. The determination shall be made by a majority vote of those
Trustees who are not involved in such Proceeding. However, if more than
half of the Trustees are involved in such Proceeding, the determination
shall be made by a majority vote of a committee of three (3) disinterested
Trustees chosen at a regular or special meeting of the Board of Trustees to
make such determination; provided, however, that if there are fewer than
three (3) disinterested Trustees, the determination shall be made by a
committee consisting of three (3) disinterested Corporators, chosen at a
regular or special meeting of the Board of Trustees to make such a
determination.
SECTION 6.5 Prior to Final Disposition. Any indemnification provided
under this Article, in the case of a Trustee shall include, and in the case
of any other Officer or any non-Officer Employee may in the discretion of
the Board of Trustees include, payment by the Corporation of Expenses
incurred in defending a civil or criminal Proceeding in advance of the
final disposition of such Proceeding, upon the Corporation's receipt of an
undertaking by the Officer or non-Officer Employee indemnified to repay
such payment if he or she shall be adjudicated or determined to be not
entitled to indemnification under Section 6.4 hereof.
SECTION 6.6 Insurance. The Corporation may purchase and maintain
insurance to protect itself and any Officer or non-Officer Employee against
any liability of any character asserted against and incurred by the
Corporation or any such Officer or non-Officer Employee, or arising out of
any such status, whether or not the Corporation would have the power to
indemnify such person against such liability by law or under the provisions
of this Article VI.
SECTION 6.7 Definitions. For the purposes of this Article VI:
(a) "Officer" means any person who serves or has served as a
Trustee of the Corporation or as an "executive officer" of the Corporation,
as such term is defined in Regulation 0 of the Board of Governors of the
Federal Reserve System;
(b) "Non-Officer Employee" means any person who serves or has
served as an employee of the Corporation but who is not an Officer as
defined in paragraph (a) of this Section 6.7;
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(c) "Proceeding" means any action, suit, proceeding, or
investigation, civil or criminal, brought or threatened by, in or before
any court, tribunal, administrative or legislative body or agency; and
(d) "Expenses" means any liability fixed by a judgment, order,
decree or award in a Proceeding, any amount actually and reasonably paid in
settlement of a Proceeding and any professional fees and other
disbursements reasonably incurred in a Proceeding.
SECTION 6.8 Other Indemnification Rights. Nothing in this Article VI
shall limit any lawful rights to indemnification existing independently of
this Article.
SECTION 6.9 Survival of Benefits. The provisions of this Article VI
shall be applicable to persons who shall have ceased to be Trustees or
Officers of the Corporation, and shall inure to the benefit of the heirs,
executors and administrators of persons entitled to be indemnified
hereunder. Any repeal or modification of this Article 6 shall not 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. Nothing hereunder shall be deemed to limit the
Corporation's authority to indemnify any person pursuant to any contract or
otherwise.
ARTICLE VII
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[Reserved]
ARTICLE VIII
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Conflicts of Interest
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No contract or transaction between the Corporation and one or more of
its Trustees or officers, or between the Corporation and any other
corporation, partnership, association, or other organization of which one
or more of its Trustees, officers, partners, or members are members of the
Board of Trustees or officers of the Corporation, or in which one or more
of the Corporation's Trustees or officers have a financial or other
interest, shall be void or voidable solely by reason thereof, or solely
because the Trustee or officer is present at or participates in the meeting
of the Board of Trustees of the Corporation or a committee thereof which
authorizes the contract or transaction, if:
(1) Any duality of interest or possible conflict of interest
on the part of any Trustee or officer of the Corporation is disclosed
to the other members of the Board or committee at a meeting at which
a matter involving such duality or conflict of interest is considered
or acted upon; and
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(2) Any Trustee having a duality of interest or possible
conflict of interest on any matter refrains from voting on the
matter. The minutes shall reflect that a disclosure was made and the
abstention from voting.
The foregoing requirements shall not be construed as preventing a Trustee
from briefly stating his or her position in the matter, nor from answering
pertinent questions of other members of the Board or committee.
Each Trustee and officer shall be advised of the foregoing upon the
acceptance of his or her office and shall answer an annual questionnaire
that requests the disclosure of such duality of interest or possible
conflict of interest.
ARTICLE IX
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Miscellaneous Provisions
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SECTION 9.1 Fiscal Year. Except as otherwise determined by the Board
of Trustees, the fiscal year of the Corporation shall be the twelve months
ending December 31st.
SECTION 9.2 Seal. The Board of Trustees shall have power to adopt
and alter the seal of the Corporation.
SECTION 9.3 Execution of Instruments. All deeds, leases, transfers,
contracts, bonds, notes and other instruments and obligations to be entered
into by the Corporation in the ordinary course of its business without
Board of Trustees action may be executed on behalf of the Corporation by
the Chairman of the Board, the President, any Vice President, the Treasurer
or any other officer, employee or agent of the Corporation as the Board of
Trustees may authorize.
SECTION 9.4 Voting of Securities. Unless otherwise provided by the
Board of Trustees, the Chairman of the Board, the Chief Executive Officer,
the President or any other officer or agent designated by the Board of
Trustees may waive notice to and act on behalf of the Corporation, or
appoint another person or persons to act as proxy or attorney in fact for
the Corporation with or without discretionary power and/or power of
substitution, at any meeting of stockholders or shareholders of any other
organization, any of whose securities are held by the Corporation.
SECTION 9.5 Subsidiary. For purposes of these By-laws, subsidiary
of the Corporation means (i) any corporation more than fifty percent (50%)
of the stock of any class or classes having by the terms thereof ordinary
power to vote in an election of Directors of such corporation (irrespective
of whether or not at the time stock of any class or classes of such
corporation shall have or might have voting rights by reason of the
happening of any contingency) is at the time owned by the corporation
directly or indirectly through subsidiaries, and (ii) any partnership,
association, joint venture or other
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entity in which the Corporation directly or indirectly through subsidiaries
has more than a fifty percent (50%) equity interest at the time.
SECTION 9.6 Resident Agent. The Board of Trustees may appoint a
resident agent upon whom legal process may be served in any action or
proceeding against the Corporation. Said resident agent shall be either an
individual who is a resident of and has a business address in
Massachusetts, a corporation organized under the laws of The Commonwealth
of Massachusetts, or a corporation organized under the laws of the laws of
the United States or any other state of the United States, which has
qualified to do business and has an office in Massachusetts.
SECTION 9.7 Corporate Records. The original, or attested copies, of
the Charter, By-laws and record of all meetings of the Trustees or
Corporators shall be kept in Massachusetts at the main office of Westfield
Savings Bank, or at an office of the Clerk or resident agent of the
Corporation.
SECTION 9.8 Charter. All references in these By-laws to the Charter
shall be deemed to refer to the Amended and Restated Charter of the
Corporation, as amended and in effect from time to time.
SECTION 9.9 Amendments. These By-laws may be amended by a majority
vote of the Corporators present in person and voting at a duly constituted
regular or special meeting of the 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 By-law amendment and shall include the
text of the proposed amendment or a summary thereof.
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[TPW: WA:3121290.5] 19272-00102 06/18/2004 2:41 PM