Exhibit 99.1
THE COMMONWEALTH OF MASSACHUSETTS
WILLIAM FRANCIS GALVIN
Secretary of the Commonwealth
One Ashburton Place, Boston, Massachusetts 02108-1512
ARTICLES OF ORGANIZATION
(General Laws, Chapter 156B)
ARTICLE I
The exact name of the corporation is:
Emerald Isle Bancorp, Inc.
ARTICLE II
The purpose of the corporation is to engage in the following business
activities:
To acquire, invest in or hold stock in any subsidiary permitted under the
Bank Holding Company Act of 1956 or Chapter 167A of the Massachusetts General
Laws, as such statutes may be amended from time to time, and to engage in any
other permissible activity or enterprise under said statutes or other applicable
law.
To engage generally in any business activity which may be lawfully carried
on by a corporation organized under Chapter 156B of the Massachusetts General
Laws.
NOTE: IF THE SPACE PROVIDED UNDER ANY ARTICLE OR ITEM ON THIS FORM IS
INSUFFICIENT, ADDITIONS SHALL BE SET FORTH ON ONE SIDE ONLY OF SEPARATE
8 1/2 x 11 SHEETS OF PAPER WITH A LEFT MARGIN OF AT LEAST 1 INCH. ADDITIONS
TO MORE THAN ONE ARTICLE MAY BE MADE ON A SINGLE SHEET SO LONG AS EACH
ARTICLE REQUIRING EACH ADDITION IS CLEARLY INDICATED.
ARTICLE III
State the total number of shares and par value, if any, of each class of stock
which the corporation is authorized to issue.
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WITHOUT PAR VALUE WITH PAR VALUE
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TYPE NUMBER OF SHARES TYPE NUMBER OF SHARES PAR VALUE
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Common: Common: 10,000,000 $1.00
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Preferred: Preferred: 5,000,000 $1.00
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ARTICLE IV
If more than one class of stock is authorized, state a distinguishing
designation for each class. Prior to the issuance of any shares of a class, if
shares of another class are outstanding, the corporation must provide a
description of the preferences, voting powers, qualifications, and special or
relative rights or privileges of that class and of each other class of which
shares are outstanding and of each series then established within any class.
See Continuation Sheet IV Attached.
ARTICLE V
The restrictions, if any, imposed by the Articles of Organization upon the
transfer of shares of stock of any class are:
See Continuation Sheet V Attached.
ARTICLE VI
**Other lawful provisions, if any, for the conduct and regulation of the
business and affairs of the corporation, for its voluntary dissolution, or for
limiting, defining, or regulating the powers of the corporation, or of its
directors or stockholders, or of any class of stockholders:
See Continuation Sheet VI attached.
**IF THERE ARE NO PROVISIONS STATE "NONE."
NOTE: THE PRECEDING SIX (6) ARTICLES ARE CONSIDERED TO BE PERMANENT AND MAY ONLY
BE CHANGED BY FILING APPROPRIATE ARTICLES OF AMENDMENT.
CONTINUATION SHEET IV
CAPITAL STOCK
The aggregate number of shares of all classes of capital stock which the
Corporation has authority to issue is 15,000,000, of which 10,000,000 are to be
shares of common stock, of $1.00 par value per share, and of which 5,000,000 are
to be shares of serial preferred stock, of $1.00 par value per share. The shares
may be issued by the Corporation from time to time as approved by the Board of
Directors of the Corporation without the approval of the stockholders except as
otherwise provided in this Article IV or the rules of a national securities
exchange if applicable. The consideration for the issuance of the shares shall
be paid to or received by the Corporation in full before their issuance and
shall not be less than the par value per share. The consideration for the
issuance of the shares shall be cash, services rendered, personal property
(tangible or intangible), real property, leases of real property or any other
consideration deemed appropriate by the Board of Directors. In the absence of
actual fraud in the transaction, the judgment of the Board of Directors as to
the value of such consideration shall be conclusive. Upon payment of such
consideration, such shares shall be deemed to be fully paid and nonassessable.
In the case of a stock dividend, the part of the surplus of the Corporation
which is transferred to stated capital upon the issuance of shares as a stock
dividend shall be deemed to be the consideration for their issuance.
A description of the different classes and series (if any) of the
Corporation's capital stock, and a statement of the relative powers,
designations, preferences and rights of the shares of each class and series (if
any) of capital stock, and the qualifications, limitations or restrictions
thereof, are as follows:
A. COMMON STOCK. Except as provided in these Articles (or in any
certificate of establishment of series of preferred stock), the holders of the
common stock shall exclusively possess all voting power. Each holder of shares
of common stock shall be entitled to one vote for each share. There shall be no
cumulative voting rights in the election of Directors.
Whenever there shall have been paid, or declared and set aside for payment,
to the holders of the outstanding shares of any class of stock having preference
over the common stock as to the payment of dividends, the full amount of
dividends and sinking fund or retirement fund or other retirement payments, if
any, to which such holders are respectively entitled in preference to the common
stock, then dividends may be paid on the common stock, and on any class or
series of stock entitled to participate therewith as to dividends, out of any
assets legally available for the payment of dividends, but only when and as
declared by the Board of Directors of the Corporation.
In the event of any liquidation, dissolution or winding up of the
Corporation, after there shall have been paid, or declared and set aside for
payment, to the holders of the outstanding shares of any class having preference
over the common stock in any such event the full preferential amounts to which
they are respectively entitled, the holders of the common stock and of any class
or series of stock entitled to participate therewith, in whole or in part, as to
distribution of assets shall be entitled, after payment or provision for payment
of all debts and liabilities of the Corporation to receive the remaining assets
of the Corporation available for distribution, in cash or in kind, in proportion
to their holdings.
Each share of common stock shall have the same relative powers, preferences
and rights as, and shall be identical in all respects with, all the other shares
of common stock of the Corporation.
B. SERIAL PREFERRED STOCK. Subject to any limitations prescribed by law
or these Articles, the Board of Directors of the Corporation is authorized, by
vote from time to time taken, to provide for the issuance of serial preferred
stock in one or more series and to fix and state the powers, designations,
preferences and relative, participating, optional or other special rights of the
shares of each such series, and the qualifications, limitations or restrictions
thereof, including, but not limited, to determination of any of the following:
1. the distinctive serial designation and the number of shares
constituting such series;
2. the dividend rates or the amount of dividends to be paid on the
shares of such series, whether dividends shall be cumulative and, if so,
from which date or dates, the payment date or dates for dividends, and the
participating or other special rights, if any, with respect to dividends;
3. the voting powers, full or limited, if any, of the shares of such
series;
4. whether the shares of such series shall be redeemable and, if so,
the price or prices at which, and the terms and conditions upon which such
shares may be redeemed;
5. the amount or amounts payable upon the shares of such series in
the event of voluntary or involuntary liquidation, dissolution or winding
up of the Corporation;
6. whether the shares of such series shall be entitled to the
benefits of a sinking or retirement fund to be applied to the purchase or
redemption of such shares, and, if so entitled, the amount of such fund and
the manner of its
application, including the price or prices at which such shares may be
redeemed or purchased through the application of such fund;
7. whether the shares of such series shall be convertible into, or
exchangeable for, shares of any other class or classes or any other series
of the same or any other class or classes of stock of the Corporation and,
if so convertible or exchangeable, the conversion price or prices, or the
rate or rates of exchange, and the adjustments thereof, if any, at which
such conversion or exchange may be made, and any other terms and conditions
of such conversion or exchange;
8. the subscription or purchase price and form of consideration for
which the shares shall be issued; and
9. whether the shares of such series which are redeemed or converted
shall have the status of authorized but unissued shares of serial preferred
stock and whether such shares may be reissued as shares of the same or any
other series of serial preferred stock.
Any establishment of a series of preferred stock by the Board of Directors
shall become effective when the Corporation files with the Secretary of State of
the Commonwealth of Massachusetts a certificate of establishment of series of
preferred stock, signed under the penalties of perjury by the President or any
Vice President and by the Clerk, Assistant Clerk, Secretary or Assistant
Secretary of the Corporation, setting forth a copy of the vote of the Board of
Directors establishing and designating the series and fixing and determining the
relative rights and preferences thereof, the date of adoption of such vote and a
certification that such vote was duly adopted by the Board of Directors of the
Corporation.
Each share of each series of serial preferred stock shall have the same
relative powers, preferences and rights as, and shall be identical in all
respects with, all the other shares of the Corporation of the same series.
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CONTINUATION SHEET V
ARTICLE V(A)
REGULATION OF CONTROL SHARE ACQUISITIONS
Pursuant to M.G.L. c. 110D, Section 2(d), the Corporation hereby elects
not to be governed by the provisions of Chapter 110D.
ARTICLE V(B)
BUSINESS COMBINATIONS WITH INTERESTED SHAREHOLDERS
Pursuant M.G.L. c. 110F, Section 2(a), the Corporation hereby elects not
to be governed by the provisions of Chapter 110F.
ARTICLE V(C)
STOCKHOLDER VOTE REQUIRED FOR CERTAIN TRANSACTIONS
The affirmative vote of at least two-thirds of the total votes eligible to
be cast by stockholders, at a meeting expressly called for such purpose, (and,
if any class or series of shares is entitled to vote thereof separately, the
affirmative vote of the holders of at least two-thirds of the outstanding
shares) shall be required in order to authorize any (i) sale, lease, exchange or
other disposition, including without limitation, a mortgage, or any other
security device, of all or substantially all of the property or assets,
including goodwill, of the Corporation, (including without limitation, any
voting securities of a subsidiary), (ii) merger or consolidation of the
Corporation with or into any other corporation or (iii) any reclassification of
the common stock of the Corporation, or any recapitalization involving the
common stock of the Corporation.
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CONTINUATION SHEET VI
ARTICLE VI(A)
PRE-EMPTIVE RIGHTS
No holder of any of the shares of any class or series of stock or of
options, warrants or other rights to purchase shares of any class or series of
stock or of other securities of the Corporation shall have any pre-emptive right
to purchase or subscribe for any unissued stock of any class or series, or any
unissued bonds, charters of indebtedness, debentures or other securities
convertible into or exchangeable for stock of any class or series or carrying
any right to purchase stock of any class or series. Any such unissued stock,
bonds, charters of indebtedness, debentures or other securities convertible into
or exchangeable for stock or carrying any right to purchase stock may be issued
pursuant to a vote of the Board of Directors of the Corporation to such persons,
firms, corporations or associations, whether or not holders thereof, and upon
such terms as may be deemed advisable by the Board of Directors in the exercise
of its sole discretion.
ARTICLE VI(B)
REPURCHASE OF SHARES
The Corporation may, from time to time, pursuant to authorization by the
Board of Directors of the Corporation and without action by the stockholders,
purchase or otherwise acquire shares of any class, bonds, debentures, notes,
scrip, warrants, obligations, evidences of indebtedness, or other securities of
the Corporation in such manner, upon such terms, and in such amounts as the
Board of Directors shall determine; subject, however, to such limitations or
restrictions, if any, as are contained in the express terms of any class of
shares of the Corporation outstanding at the time of the purchase or acquisition
in question or as are imposed by applicable law.
ARTICLE VI(C)
DIRECTORS
The number of Directors of the Corporation shall be such number, not less
than three as shall be provided from time to time, provided that no decrease in
the number of Directors shall have the effect of shortening the term of any
incumbent Director.
The Board of Directors of the Corporation shall be divided into three
classes of Directors as nearly equal in number as possible, with one class to be
elected annually. The initial Directors of the Corporation shall hold office as
follows: the first class of Directors shall hold office initially for a term
expiring at the annual meeting of
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stockholders to be held in 1997, the second class of Directors shall hold office
initially for a term expiring at the annual meeting of stockholders to be held
in 1998, and the third class of Directors shall hold office initially for a term
expiring at the annual meeting of stockholders to be held in 1999, with the
members of each class to hold office until their respective successors are duly
elected and qualified. At each annual meeting of stockholders of the
Corporation, the successors to the class of Directors whose term expires at the
meeting shall be elected to hold office for a term expiring at the annual
meeting of stockholders held in the third year following the year of their
election and until their respective successors are elected and qualified. Should
the number of Directors of the Corporation be increased, the additional
directorships shall be allocated among classes as appropriate so that the number
of Directors in each class is as nearly equal as possible.
ARTICLE VI(D)
REMOVAL OF DIRECTORS
Any Director may be removed with or without cause by a vote of two-thirds
of the Directors then in office, unless at the time of such action there is an
Interested Stockholder, in which case the affirmative vote of two-thirds of the
Continuing Directors shall also be required.
ARTICLE VI(E)
LIMITATION OF LIABILITY OF DIRECTORS
No Director of the Corporation shall be personally liable to the
Corporation or its stockholders for monetary damages for breach of fiduciary
duty as a Director notwithstanding any provision of law imposing such liability;
provided, however, that this Article VI(E) shall not eliminate or limit any
liability of a Director (i) for any breach of the Director's duty of loyalty to
the Corporation or its stockholders, (ii) for acts or emissions not in good
faith or which involve intentional misconduct or a knowing violation of law,
(iii) under Sections 61 or 62 of Chapter 156B of the Massachusetts General Laws
or (iv) with respect to any transaction from which the Director derived an
improper personal benefit.
No amendment or repeal of this Article VI(E) shall adversely affect the
rights and protection afforded to a Director of this Corporation under this
Article VI(E) for acts or omissions occurring prior to such amendment or repeal.
If the Massachusetts Business Corporation Law is hereafter amended to further
eliminate or limit the personal liability of Directors or to authorize corporate
action to further eliminate or limit such liability, then the liability of the
Directors of this Corporation shall be eliminated or limited to the fullest
extent permitted by Massachusetts Business Corporation Laws as so amended.
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ARTICLE VI(F)
ACTING AS PARTNER
The Corporation may be a partner in any business enterprise which it would
have power to conduct by itself.
ARTICLE VI(G)
AMENDMENT OF BY-LAWS
In furtherance and not in limitation of the powers conferred by statute,
the Board of Directors of the Corporation is expressly authorized to make,
repeal, alter, amend and rescind the by-laws of the Corporation by the
affirmative vote of not less than two-thirds of the Directors then in office,
unless at the time of such action, there is an Interested Stockholder, in which
case the affirmative vote of not less than two-thirds of the Continuing
Directors shall also be required. Notwithstanding any other provision of these
Articles or the by-laws of the Corporation (and notwithstanding the fact that
some lesser percentage may be specified by law), the by-laws shall not be made,
repealed, altered, amended, or rescinded by the stockholders of the Corporation
except by the vote of the holders of not less than two-thirds of the outstanding
shares of capital stock of the Corporation (considered for this purpose as one
class) cast at a meeting of the stockholders called for that purpose (provided
that notice of such proposed adoption, repeal, alteration, amendment or
rescission is included in the notice of such meeting).
ARTICLE VI(H)
AMENDMENT OF ARTICLES OF ORGANIZATION
Any amendment, addition, alteration, change or repeal of these Articles of
Organization regarding, (i) an increase or reduction of the capital stock or of
any authorized class, (ii) a change of the par value of any authorized shares or
class thereof, (iii) a change of the authorized shares with par value or any
class thereof into any number of shares without par value, or the exchange
thereof pro rata for any number of shares without par value, (iv) a change of
the authorized shares without par value or any class thereof into a greater or
lesser number of shares without par value, or the exchange thereof pro rata for
a greater or lesser number of shares without par value, (v) a change of the
authorized shares with par value or any class thereof into a greater or lesser
number of shares with par value, or the exchange thereof pro rata for a greater
or lesser number of shares with par value, (vi) a change of the authorized
shares without par value or any class thereof into any number of shares with par
value, or the exchange thereof pro rata for any number of shares with par value
or, (vii) a change of the corporate name may be made if first approved by the
affirmative vote of two-thirds of the Board of Directors of the Corporation then
in office (unless at the time of such
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action there is an Interested Stockholder, in which case the affirmative vote of
two-thirds of the Continuing Directors shall also be required) and thereafter
approved by the affirmative vote of a majority of the stockholders.
No other amendment, addition, alteration, change or repeal of these
Articles of Organization shall be made unless first approved by the affirmative
vote of two-thirds of the Board of Directors of the Corporation then in office,
and thereafter approved by the affirmative vote of not less than two-thirds of
the total votes eligible to be cast at a duly constituted meeting of
stockholders. Notwithstanding the foregoing, if at any time within the sixty day
period immediately preceding the meeting at which the stockholder vote is to be
taken there is an Interested Stockholder, such provision may only be amended,
altered, changed or repealed if such action shall have been approved by not less
than two-thirds of the Continuing Directors then in office. Unless otherwise
provided by law, any amendment, addition, alteration, change or repeal so acted
upon shall be effective on the date it is filed with the Secretary of State of
the Commonwealth of Massachusetts or on such other date as specified in such
amendment, addition, alteration, change or repeal or as in the Secretary of
State may specify.
As used in these Articles, the phrase "Interested Stockholder" shall have
the meaning as set forth in the by-laws of the Corporation.
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ARTICLE VII
The effective date of organization of the corporation shall be the date
approved and filed by the Secretary of the Commonwealth. If a LATER effective
date is desired, specify such date which shall not be more than thirty days
after the date of filing.
ARTICLE VIII
THE INFORMATION CONTAINED IN ARTICLE VIII IS NOT A PERMANENT PART OF THE
ARTICLES OF ORGANIZATION.
a. The street address (post office boxes are not acceptable) of the principal
office of the corporation IN MASSACHUSETTS is:
730 Hancock Street, Quincy, Massachusetts 02170
b. The name, residence address and post office address of each Director and
officer of the corporation is as follows:
NAME RESIDENTIAL ADDRESS POST OFFICE ADDRESS
President: Mark A. Osborne 100 Brigantine Circle 100 Brigantine Circle
Norwell, MA 02061 Norwell, MA 02061
Treasurer: Gerard F. Linskey 1299 South River Street 1299 South River Street
Marshfield, MA 02050 Marshfield, MA 02050
Clerk: Douglas C. Purdy 115 Branch Street 115 Branch Street
Scituate, MA 02066 Scituate, MA 02066
Directors: See Continuation Sheet VIII Attached.
CONTINUATION SHEET VIII
DIRECTORS
NAME RESIDENTIAL ADDRESS POST OFFICE ADDRESS
Richard P. Quincy 41 Countryside Lane 41 Countryside Lane
Milton, MA 02186 Milton, MA 02186
Douglas C. Purdy 115 Branch Street 115 Branch Street
Scituate, MA 02066 Scituate, MA 02066
Peter L. Maguire 405 North Street 405 North Street
Duxbury, MA 02332 Duxbury, MA 02332
John V. Murphy 651 Main Street 651 Main Street
Hingham, MA 02043 Hingham, MA 02043
Thomas P. Moore, Jr. 68 Abbot Road 68 Abbot Road
Wellesley, MA 02181 Wellesley, MA 02181
Michael T. Putziger 30 King Street 30 King Street
Cohasset, MA 02025 Cohasset, MA 02025
Mark A. Osborne 100 Brigantine Circle 100 Brigantine Circle
Norwell, MA 02061 Norwell, MA 02061
c. The fiscal year (i.e., tax year) of the corporation shall end on the last
day of the month of: October
d. The name and business address of the resident agent, if any, of the
corporation is:
ARTICLE IX
By-laws of the corporation have been duly adopted and the president, treasurer,
clerk and Directors whose names are set forth above, have been duly elected.
IN WITNESS WHEREOF AND UNDER THE PAINS AND PENALTIES OF PERJURY, I/we, whose
signature(s) appear below as incorporator(s) and whose name(s) and business or
residential address(es) ARE CLEARLY TYPED OR PRINTED beneath each signature do
hereby associate with the intention of forming this corporation under the
provisions of General Laws, Chapter 156B and do hereby sign these Articles of
Organization as incorporator(s) this 9th day of January, 1996.
/s/ Mark A. Osborne
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Mark A. Osborne
The Hibernia Savings Bank
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730 Hancock Street
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Quincy, MA 02170
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NOTE: IF AN EXISTING CORPORATION IS ACTING AS INCORPORATOR, TYPE IN THE EXACT
NAME OF THE CORPORATION, THE STATE OR OTHER JURISDICTION WHERE IT WAS
INCORPORATED, THE NAME OF THE PERSON SIGNING ON BEHALF OF SAID CORPORATION AND
THE TITLE HE/SHE HOLDS OR OTHER AUTHORITY BY WHICH SUCH ACTION IS TAKEN.
THE COMMONWEALTH OF MASSACHUSETTS
ARTICLES OF ORGANIZATION
(GENERAL LAWS, CHAPTER 156B)
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I hereby certify that, upon examination of these Articles of Organization, duly
submitted to me, it appears that the provisions of the General Laws relative to
the organization of corporations have been complied with, and I hereby approve
said articles; and the filing fee in the amount of $15,000.00 having been paid,
said articles are deemed to have been filed with me this 10th day of January
1996.
EFFECTIVE DATE:
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/s/ William Francis Galvin
WILLIAM FRANCIS GALVIN
SECRETARY OF THE COMMONWEALTH
FILING FEE: One tenth of one percent of the total authorized capital stock,
but not less than $200.00. For the purpose of filing, shares of stock with a par
value less than $1.00, or no par stock, shall be deemed to have a par value of
$1.00 per share.
TO BE FILLED IN BY CORPORATION
PHOTOCOPY OF DOCUMENT TO BE SENT TO:
Anne H. Stossel
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Roche, Carens & DeGiacomo
A Professional Corporation
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One Post Office Square
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Boston, MA 02109
Telephone: (617) 451-9300
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