EXHIBIT 3.1
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BYLAWS
OF
SALISBURY BANCORP, INC.
ARTICLE I
Offices
Section 1. Location. The principal office of the Corporation shall be
located in the Town of Lakeville, County of Litchfield and State of Connecticut,
but the Corporation may maintain such branch office or offices within or without
the State of Connecticut as authorized by the Board of Directors and any other
regulatory body that might have jurisdiction over the Corporation.
ARTICLE II
Shareholders' Meetings
Section 1. Place of Meetings. Every meeting of the shareholders of the
Corporation shall be held at the principal office of the Corporation or at such
other place either within or without the State of Connecticut as shall be
specified in the notice of said meeting given as hereinafter provided.
Section 2. Annual Meeting. The annual meeting of the shareholders shall
be held on such day and at such time and place within the first six (6) months
of each year as the Board of Directors may determine from time to time. At such
meetings, the shareholders shall elect Directors and transact such other
business as may properly be brought before the meeting. Failure to hold an
annual meeting as herein prescribed shall not affect otherwise valid corporate
acts. In the event of such failure, a substitute annual meeting may be called in
the same manner as a special meeting.
Except for nominations of Directors as provided in Article III, Section
2 of these Bylaws, business is properly brought before an annual meeting if it
is (a) specified in the notice of meeting (or any supplement thereto) given by
or at the direction of the Board, (b) otherwise properly brought before the
meeting by or at the direction of the Board, or (c) otherwise properly brought
before the meeting by a shareholder. For business to be properly brought before
an annual meeting by a shareholder, the shareholder must have given timely
notice thereof in writing to the Secretary. To be timely, a shareholder's notice
must be delivered to or mailed and received at the principal executive offices
of the Corporation not less than twenty (20) days nor more than one hundred
thirty (130) days prior to the meeting. A shareholder's notice to the Secretary
shall set forth as to each matter the shareholder proposes to bring before the
annual meeting (w) a brief description of the business desired to be brought
before the annual meeting and the reasons for conducting such business at the
annual meeting, (x) the name and address, as they appear on the Corporation's
books, of the shareholder proposing such business, (y) the class and number of
shares of the Corporation which are beneficially owned by the shareholder, and
(z) any material interest of the shareholder in such business. The Secretary may
also require, in writing and prior to the meeting, any and all information about
the shareholder or the proposed
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matter which the Secretary determines in his discretion to be appropriate using
the then current requirements of the Securities Exchange Commission in
Regulation 14A under the Securities Exchange Act of 1934, as amended, as a
guide. Notwithstanding anything in the Bylaws to the contrary, no business shall
be conducted at an annual meeting except in accordance with the procedures set
forth in this paragraph. The presiding officer of an annual meeting shall, if
the facts warrant, determine and declare to the meeting that business was not
properly brought before the meeting in accordance with the provisions of this
paragraph, and if he should so determine, he shall so declare to the meeting and
any such business not properly brought before the meeting shall not be
transacted.
Section 3. Special Meetings. Special meetings of the shareholders shall
be called in accordance with the provisions of the Certificate of Incorporation.
Section 4. Notice of Meetings. Notice of the time and place of all
annual and special meetings of shareholders and the purpose thereof shall be
handed or mailed, postage prepaid, by or at the direction of the Secretary, not
less than ten (10) nor more than sixty (60) days before such meeting, to each
shareholder of record and at such address as shall appear on the books of the
Corporation. Whenever notice is required to be given to any person, a written
waiver of notice signed by the person or persons entitled to such notice,
whether before or after the time stated therein, and filed with the Secretary,
shall be equivalent to the giving of such notice. Any shareholder who attends
any shareholders' meeting without protesting the lack of proper notice, prior to
or at the commencement of the meeting, shall be deemed to have waived such
notice. Failure of any shareholder to receive notice of any meeting shall not
invalidate the meeting.
Section 5. Quorum. To constitute a quorum for the transaction of
business at any meeting of shareholders, there must be present, in person or by
proxy, the holders of a majority of the issued and outstanding shares of stock
of the Corporation entitled to vote thereat. The shareholders present at a duly
held meeting at which a quorum was present may continue to transact business
notwithstanding the withdrawal of enough shares to leave less than a quorum.
Section 6. Adjournment of Meetings. The holders of a majority of the
voting power of the shares present, in person or by proxy, and entitled to vote,
whether or not a quorum is present, may adjourn the meeting to a future date as
may be agreed. Notice of such adjournment need not be given to the shareholders
of the new date, time, or place if the new date, time and place is announced at
the meeting before adjournment. Notice need be given, however, if a new record
date for the adjourned meeting is or must be fixed in accordance with
Connecticut law (which presently would be required if the meeting is adjourned
to a date more than one hundred twenty (120) days after the date fixed for the
original meeting).
Section 7. Voting Requirements. Except as may be otherwise
specifically provided in these Bylaws, in the Certificate of Incorporation, or
in the Connecticut Business Corporation Act, Connecticut banking laws, or other
applicable law, the vote requirements provided for in the Connecticut Business
Corporation Act, the Connecticut banking laws or other applicable law shall be
the vote requirements for an act of the shareholders.
Section 8. Record Date. For the purpose of determining the shareholders
entitled to notice of or to vote at a meeting of shareholders, or entitled to
receive a payment of any dividend, the Board of Directors may set a record date
which shall not be a date earlier than the date on which such action is taken by
the Board of Directors, nor more than seventy (70) nor less
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than ten (10) days before the particular event requiring such determination is
to occur. If no record date is fixed by the Board of Directors, the date on
which the notice of the meeting is mailed or if no notice is given, the day
preceding the meeting shall be the record date for determination of shareholders
entitled to vote at such meeting, and the date on which the resolution of the
Board of Directors declaring a dividend is adopted shall be the record date for
determination of shareholders entitled to receive such distribution.
Section 9. Proxies. At all meetings of shareholders, any shareholder
entitled to vote may vote either in person or by proxy. All proxies shall be in
writing, signed and dated and shall be filed with the Secretary of the
Corporation before or at the time of the meeting. No proxy shall be valid for
more than eleven (11) months after its execution, unless otherwise provided
therein and in no event shall a proxy be valid for more than ten (10) years
after its execution.
Section 10. Committee on Proxies. The Board, in advance of any
shareholders' meeting, shall appoint not less than two inspectors to act as a
Committee on Proxies and as tellers at the meeting or any adjournment thereof.
In case the Board does not so act or any person appointed to be an inspector
fails to appear or act, the vacancy may be filled by appointment made by the
Board in advance of the meeting or at the meeting by the presiding officer. The
inspectors shall receive and take in charge the proxies and ballots, shall
decide all questions concerning the qualification of voters, the validity of
proxies and the acceptance or rejection of votes, and shall count the ballots
cast and report to the presiding officer the result of the vote.
Section 11. Presiding Officer. The Chair of the Board, or such Director
as he or she may designate, shall preside over all meetings of the shareholders.
The order of business and all other matters of procedure at any meeting of
shareholders shall be determined by the presiding officer. The Board of
Directors may from time to time adopt Rules for the conduct of the annual or any
special meeting of shareholders, to the extent that such Rules do not conflict
with applicable law or the provisions of the Corporation's Certificate of
Incorporation or Bylaws. Unless specifically required by such Rules, or the
Bylaws or Certificate of Incorporation of the Corporation, strict compliance
with the provisions of Robert Rules of Order, or Parliamentary Procedure is not
required. Rather, in accordance with the Rules and these Bylaws, the presiding
officer shall have the right and duty to preserve order and conduct the meeting
in accordance with such presiding officer's reasonable exercise of good faith
and fundamental fairness.
A copy of the Rules of Conduct, as may be adopted from time to time by
the Board of Directors, shall be available for reference at the meeting.
Section 12. Number of Votes for Each Shareholder. Each shareholder
shall be entitled to one vote for each share of stock standing in his name on
the books of the Corporation as of the record date unless, and except to the
extent that, voting rights of shares of any class are increased, limited, or
denied pursuant to the Certificate of Incorporation.
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ARTICLE III
Directors
Section 1. Authority and Term of Office. The business, property and
affairs of the Corporation shall be managed by, and under the direction of, the
Board of Directors.
The Board of Directors is empowered to engage the Corporation in any
activity authorized by the Connecticut Business Corporation Act, and by
applicable State and Federal banking laws. The Board of Directors shall have
charge of the care and management of the affairs and property of the
Corporation.
The Board of Directors shall, pursuant to the laws of the State of
Connecticut, as the same may be amended from time to time, be empowered to make
rules and regulations essential to the performance of its duties of caring for
and managing the property and affairs of the Corporation, to elect the officers,
to fill the vacancy of any elected officer, to elect or appoint such assistants
and committees as it may deem necessary for the business of the Corporation and
to prescribe their duties, to determine the amount and sufficiency of the bonds
and to prescribe the duties of all the officers and employees, to fix the
compensation of the Directors, officers, and employees of the Corporation, to
declare dividends, to prescribe the rate, method of computation and time of
payment of such dividends and to take or to prescribe the taking of such other
action as may be necessary to the performance of its duties.
Directors need not be residents of Connecticut. At the time of
election, however, each Director must own in his individual capacity one or more
shares of stock of the Corporation.
Section 2. Nominations. Only persons who are nominated in accordance
with the procedures set forth in this section shall be eligible for election as
Directors. Nominations of persons for election to the Board may be made at a
meeting of shareholders by or at the direction of the Board or by any
shareholder of the Corporation who is entitled to vote for the election of
Directors at the meeting and who complies with the notice procedures set forth
in this section. Such nominations by a shareholder shall be made only if written
notice of such shareholder's intent to make such nomination or nominations has
been given to the Secretary, delivered to or mailed and received at the
principal executive offices of the Corporation not less than thirty (30) days
nor more than fifty (50) days prior to the meeting. Such shareholder's notice
shall set forth (1) as to each person whom the shareholder proposes to nominate
for election as a Director, (a) the name, age, business address and residence
address of such person, (b) the principal occupation or employment of such
person, (c) the class and number of shares of the Corporation which are
beneficially owned by such person, and (d) any other information relating to
such person that is required to be disclosed in solicitations of proxies for
election of Directors, or is otherwise required, in each case pursuant to
applicable law and regulations (including without limitation such person's
written consent to being named in the proxy statement as a nominee and to
serving as a Director if elected); and (2) as to the shareholder giving the
notice, (a) the name and address, as they appear on the Corporation's books, of
such shareholder, (b) the class and number of shares of the Corporation which
are beneficially owned by such shareholder, (c) representation that the
shareholder is a holder of record of stock of the Corporation entitled to vote
at such meeting and intends to appear in person or by proxy at the meeting to
nominate the person or persons specified in the notice, and (d) a description of
all arrangements or understandings between the shareholder and each nominee and
any other person or persons (naming such person or persons) pursuant to which
the nomination or nominations are to be
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made by the shareholder. At the requirement of the Board, any person nominated
by the Board for election as a Director shall furnish to the Secretary that
information which would be required to be set forth in a shareholder's notice of
nomination which pertains to the nominee. In addition, in order for any person
age 72 or older to be nominated by the Board such individual's nomination must
be approved by the affirmative vote of two-thirds (2/3) of the full Board. The
presiding officer of the meeting shall refuse to acknowledge the nomination of
any person not made in compliance with this section, and the defective
nomination shall be disregarded.
Section 3. Vacancies. Except as otherwise fixed by or pursuant to the
provisions of law or the Certificate of Incorporation, vacancies in the Board
resulting from any increase in the number of directors or any vacancies
resulting from death, resignation, disqualification, removal from office or
other cause shall be filled by a majority vote of the Directors (or by
affirmative vote of two-thirds (2/3) of the full Board in instances involving an
individual age 72 or older) then in office even though such remaining Directors
may be less than a quorum of the Board and such majority may be less than a
quorum. Any Director chosen in accordance with the preceding sentence shall hold
office until the next shareholders meeting at which Directors are elected and
until such Director's successor shall have been elected and qualified. The Board
of Directors may increase the number of directors by no more than two (2) in
each fiscal year.
Section 4. Removal of Directors. Any Director may be removed from
office at any time for cause in accordance with the provisions of the
Certificate of Incorporation or applicable provisions of the Connecticut
Business Corporation Act. In addition, the office of any Director who fails to
attend six (6) consecutive meetings of the Board, special or regular, shall
become vacant if the majority of the Board of Directors determines that such
absence was without good cause.
Section 5. Place of Meetings. The Board of Directors shall hold its
meetings at the principal office of the Corporation or at such place or places
within or without the State of Connecticut as it may determine from time to
time.
Section 6. Regular Meetings. Regular meetings of the Board of Directors
shall be held at least monthly, at such times and places as shall be fixed by
the Directors, or with such other frequency as the Board of Directors may
determine.
Section 7. Special Meetings. Special meetings of the Board of Directors
may be called only by the President, or in his absence or disability, by a Vice
President, or in writing by three (3) of the Directors. Notice thereof, oral or
written, specifying the date, time, place and object of such meeting, shall be
given to each Director at least two (2) days prior to such meeting. If notice is
given by mail, the Secretary shall address notices to the Directors at their
usual place of business or such address as may appear on the Corporation's
books.
Section 8. Waiver of Notice. Whenever notice is required to be given to
any person, a written waiver of notice signed by the person or persons entitled
to such notice, whether before or after the time stated therein, and filed with
the Secretary, shall be equivalent to the giving of such notice. If any Director
present at a meeting of the Board of Directors does not protest the lack of
proper notice prior to or at the commencement of the meeting such Director shall
be deemed to have waived notice of such meeting.
Section 9. Action by Directors Without a Meeting. Any resolution in
writing concerning action to be taken by the Corporation, which resolution is
approved and signed by all
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of the Directors, severally or collectively, shall have the same force and
effect as if such action were authorized at a meeting of the Board of Directors
duly called and held for that purpose, and such resolution together with the
Directors' written approval thereof, shall be recorded by the Secretary in the
minute book of the Corporation.
Section 10. Telephonic Participation in Directors Meetings. A Director
or member of a committee of the Board of Directors may participate in a meeting
of the Board of Directors or of such committee by means of a conference
telephone or similar communications equipment enabling all Directors
participating in the meeting to simultaneously hear one another, and
participation in such a meeting shall constitute presence in person at such
meeting.
Section 11. Quorum and Voting Requirement. A majority of the directors
shall constitute a quorum for the transaction of business at all meetings of the
Board of Directors. The act of a majority of the Directors present at a meeting
at which a quorum is present shall be the act of the Board, unless a higher
percentage vote is required by law, the Certificate of Incorporation, or these
Bylaws.
Section 12. Voting. At meetings of the Board of Directors, each
Director shall have one vote.
Section 13. Committees; Appointment and Authority. The Board of
Directors, by vote of a majority of the directors then in office, shall elect
from its number an Audit Committee, a Human Resources and Compensation Committee
and a Nominating and Governance Committee, each of which shall contain that
number of members with those qualifications as to independence and
qualifications, and shall delegate thereto such powers, except those which by
law, by the Certificate of Incorporation, or by these Bylaws may not be
delegated, as required or permitted from time to time by the Securities and
Exchange Commission and the rules of any exchange upon which the securities of
the Corporation are listed for trading. In addition, the Board of Directors, by
vote of a majority of the directors then in office, may elect from its number
one or more committees, including, without limitation, an Executive Committee,
each of which must contain two or more members, and may delegate thereto some or
all of its powers except those which by law, by the Certificate of
Incorporation, or by these Bylaws may not be delegated. Except as the Board of
Directors may otherwise determine, any such committee may make rules for the
conduct of its business, but unless otherwise provided by the Board of Directors
or in such rules, its business shall be conducted so far as possible in the same
manner as is provided by these Bylaws for the Board of Directors. All members of
such committees shall hold such offices at the pleasure of the Board of
Directors. Except with respect to the Audit Committee, the Human Resources and
Compensation Committee and the Nominating and Governance Committee, the Board of
Directors may abolish any such committee at any time. Any committee to which the
Board of Directors delegates any of its powers or duties shall keep records of
its meetings and shall report its action to the Board of Directors. The Board of
Directors shall have power to rescind any action of any committee, to the extent
permitted by law, the Securities and Exchange Commission and the rules of any
exchange upon which the securities of the Corporation are listed for trading,
but no such rescission shall have retroactive effect.
Section 14. Compensation of Directors. The Board of Directors shall
have authority to fix the compensation for Directors, including reasonable
allowance for expenses actually incurred in connection with their duties.
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Section 15. Chair of the Board. The Board shall elect from among its
members a Chair of the Board of Directors. The Chair, or in his or her absence,
the Chief Executive Officer, or in his or her absence such other member as
elected by the Board, shall preside at all Board meetings. If the Chair is an
officer of the Corporation or any subsidiary of the Corporation, the Board shall
elect from its membership a Presiding Director who is not an officer of the
Corporation or any subsidiary of the Corporation and shall by resolution set
forth the duties and responsibilities of the Presiding Director.
ARTICLE IV
Officers
Section 1. Election of Officers. At the next regular meeting of the
Board of Directors, following the annual meeting of the shareholders, or at
another time as determined by the Board, the Board of Directors shall elect a
Chief Executive Officer, a President, one or more Vice Presidents (who may be
designated "Executive," "Senior," or other to distinguish them from other Vice
Presidents), a Secretary and a Treasurer for the ensuing year.
The Board may, in its discretion, from time to time, appoint such other
officers and assistants as it shall deem necessary who shall have such authority
and such designation and shall perform such duties as the Board of Directors or
the Chief Executive Officer may from time to time prescribe.
The same person may be elected or appointed to serve simultaneously in
more than one office.
The officers need not be shareholders, and need not be residents of
Connecticut. The duties of the officers of the Corporation shall be such as are
imposed by these Bylaws and from time to time prescribed by the Board of
Directors or the President.
Section 2. Vacancies. Vacancies in any office may be filled at any
regular or special meeting of the Board of Directors.
Section 3. Removal. Any officer may be removed, without cause, from
office by the President or by the affirmative vote of a two-thirds of the whole
Board of Directors at any regular or special meeting, or as may otherwise be
provided in any agreement between the Corporation and the officer. Any officer
below the level of Vice President may be removed from office at the discretion
of the President unless such officer's duties require that the officer report
directly to the Board.
Section 4. Chief Executive Officer. The Chief Executive Officer shall
have the general charge, supervision, and control of the business and affairs of
the Corporation subject to the direction of the Board of Directors. The Chief
Executive Officer shall be a director of the Corporation. The Chief Executive
Officer shall have such other powers and perform such other duties as are
generally incident to the office of Chief Executive Officer and as may be
assigned to the Chief Executive Officer by the Board of Directors.
Section 5. President and Vice Presidents. The President and Vice
Presidents shall perform such executive and administrative duties as from
time-to-time may be assigned to them
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by the Chief Executive Officer. In the absence of the Chief Executive Officer,
the President or the Vice Presidents (Executive, Senior, if applicable), in the
order of their ranking in the Corporation's management hierarchy, shall perform
the duties of the Chief Executive Officer.
Section 6. Treasurer. The Treasurer shall be responsible for the
custody and safekeeping of all of the assets of the Corporation and shall
perform all acts incident to the position of Treasurer and shall submit such
reports and statements as may be required by law or by the Chief Executive
Officer and perform such other duties as are assigned to the Treasurer from
time-to-time by the Board of Directors or the Chief Executive Officer.
Section 7. Secretary. The Secretary shall perform such executive and
administrative duties as from time-to-time may be assigned to the Secretary by
the Board of Directors or the President. The Secretary shall have charge of the
seal of the Corporation and shall have such other powers and perform such other
duties as designated in these Bylaws or as are generally incident to the office
of Secretary. The Secretary shall notify the shareholders and Directors of all
meetings and shall keep the minutes of meetings of the shareholders and of the
Board of Directors.
ARTICLE V
Indemnification
Section 1. Indemnification. The Corporation shall indemnify the
Directors, officers, employees and agents of the Corporation to the maximum
extent permitted and/or required by the Certificate of Incorporation or
applicable law. Without otherwise limiting the foregoing, Section 33-770 to
33-778 of the Connecticut Business Corporation Act, as from time to time amended
or superseded, governs and applies to certain matters of indemnification of
Directors, officers, employees and agents of the Corporation, and is
incorporated herein by reference as a part of these Bylaws.
ARTICLE VI
Stock
Section 1. Issuance by the Board of Directors. The Board of Directors
may issue at one time, or from time to time, all or a portion of the authorized
but unissued shares of the capital stock of the Corporation, as in their opinion
and discretion may be deemed in the Corporation's best interests. The Board may
accept, in consideration for such shares, money, promissory notes, other
securities and other property of any description actually received by the
Corporation, provided however, that such consideration equals or exceeds in
value the par value of said shares, if any, and that the consideration is
legally acceptable for the issue of said shares.
Section 2. Certificates of Stock. Certificates of stock shall be in
compliance with Section 33-676 of the Connecticut Business Corporation Act, as
from time to time amended or superseded and in a form adopted by the Board of
Directors and shall be signed by the President or a Vice President and by the
Secretary or an Assistant Secretary, or by facsimile signature of any or all of
the foregoing, and shall carry the corporate seal of the Corporation. All
certificates shall be consecutively numbered and the name of the person owning
the shares represented thereby and the number of such shares and the date of
issue shall be entered on the Corporation's books.
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Section 3. Book Entry Shares. In accordance with Section 33-677 of the
Connecticut Business Corporation Act, as from time to time amended or
superseded, the Board of Directors may authorize the Corporation to issue shares
of its capital stock in book-entry (uncertificated) form. Such authorization
does not affect shares already represented by certificates until they are
surrendered to the Corporation. In such event, all references in this Bylaws to
the delivery of stock certificates shall be inapplicable. The Corporation's
transfer agent shall keep appropriate records indicating the number of shares of
capital stock owned by each person to whom shares are issued, any restrictions
applicable to such shares of capital stock and the duration thereof, and other
relevant information. Upon expiration of any applicable restrictions for any
reason, the transfer agent shall effect delivery of such shares of capital stock
by adjusting its records to reflect the expiration of such restrictions, and by
notifying the person in whose name such shares were issued that such
restrictions have lapsed.
Section 4. Transfer of Stock. Shares of stock shall be transferred only
on the books of the Corporation by the holder thereof in person or by his
attorney, upon surrender of the certificate of stock properly endorsed or, in
the case of shares entered in book-entry form, upon written transfer
instructions delivered by the registered holder thereof, and the payment of all
taxes thereon. The Corporation shall issue a new certificate to the person
entitled thereto for all shares surrendered.
Section 5. Cancellation of Certificate. All surrendered certificates
properly endorsed, shall be marked "canceled" with the date of cancellation and
a notation of such cancellation made in the shareholder book.
Section 6. Lost Certificates. The President or any officer designated
by the President may before any book entry is made or, if applicable, in case
any share certificate is lost, stolen, destroyed, or mutilated, authorize the
issuance of a new certificate in lieu thereof, upon such terms and conditions,
including reasonable indemnification of the Corporation, as the President or any
designated officer shall determine, and notation of the transaction made in the
shareholder book.
Section 7. Closing of Stock Transfer Book. The stock transfer book may
be closed, if so ordered by the Board, for not exceeding twenty (20) days before
any dividend payment date or any meeting of the shareholders.
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ARTICLE VII
Finance and Dividends
Section 1. Fiscal Year. The fiscal year of the Corporation shall begin
on the first day of January in each year.
Section 2. Dividends. Dividends may be voted by the Directors as
prescribed by applicable law, as from time to time amended. Such dividends will
be payable to shareholders of record at the close of business on such subsequent
days as the Directors may designate and to be paid on a named day not more than
seventy (70) days thereafter, and the Directors may further close the transfer
books during the period from the day as of which the right to such dividend is
determined through the day upon which the same is to be paid. No dividend shall
be paid unless duly voted by the Directors of the Corporation and the name of
each Director voting for any dividend shall be entered by the Secretary on the
records of the Corporation. Dividends may be paid in cash, property, or shares
of the Corporation.
ARTICLE VIII
Amendment of Bylaws
These Bylaws may be altered or amended by the Board at any meeting by a
majority vote of the directors on the entire Board or at any meeting of the
shareholders, whether annual or special, by a majority in interest of the stock
entitled to vote, provided however, that in order to amend or repeal or to adopt
any provision inconsistent with Article II, Article III (other than sections 5,
6 and 14 and the last paragraph of section 1 thereof) or this Article VIII, any
vote of shareholders shall require (i) the affirmative vote of the holders of at
least sixty percent (60%) of the voting power of all of the issued and
outstanding shares of the Corporation then entitled to vote for the election of
Directors, and (ii) if there is an "Interested Shareholder" or an "Interested
Securityholder" (as those terms are defined in the Certificate of
Incorporation), or an "interested shareholder" (as described in Connecticut
General Statutes Section 33-840), the affirmative vote of sixty percent (60%) of
the voting power of all of the issued and outstanding shares of the Corporation
entitled to vote for the election of Directors held by shareholders other than
the Interested Shareholder, the Interested Securityholder, or an "interested
shareholder" (as described in Connecticut General Statutes Section 33-840), or
any two or more of the foregoing, as applicable.
Any notice of a meeting of the shareholders or the Board at which the
Bylaws are to be altered or amended shall include notice of such proposed
action.
This is a true and complete copy of the amended and restated Bylaws of
Salisbury Bancorp, Inc. as amended by the directors at a meeting held on
December 3, 2007 and filed with the Banking Commissioner of the State of
Connecticut on December6, 2007.
December 6, 2007 /s/ John F. Foley
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Date John F. Foley
Secretary