CERTIFICATE OF INCORPORATION
OF
COMMUNITY BANCORP OF NEW JERSEY
THIS IS TO CERTIFY THAT, there is hereby organized a corporation under and by
virtue of N.J.S.A. 14A:1-1 et seq., the "New Jersey Business Corporation Act."
ARTICLE I
Corporate Name
The name of the Corporation shall be Community Bancorp of New Jersey.
ARTICLE II
Registered Office and Registered Agent
The address of the Corporation's registered office is:
Community Bancorp of New Jersey
3535 Highway 9 North
Freehold, NJ 07728
The name of the registered agent at that address is:
Robert D. O'Donnell
President and Chief Executive Officer
ARTICLE III
Initial Board of Directors and Number of Directors
The number of directors shall be governed by the By-laws of the
Corporation. The number of directors constituting the initial Board of Directors
shall be ten (10). The names and addresses of the initial Board of Directors are
as follows:
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Name Address
c/o Community Bancorp of New Jersey
Alan Cohen 3535 Highway 9 North
Freehold, NJ 07728
c/o Community Bancorp of New Jersey
Charles P. Kaempffer, CPA 3535 Highway 9 North
Freehold, NJ 07728
c/o Community Bancorp of New Jersey
Morris Kaplan 3535 Highway 9 North
Freehold, NJ 07728
c/o Community Bancorp of New Jersey
Robert M. Kaye 3535 Highway 9 North
Freehold, NJ 07728
c/o Community Bancorp of New Jersey
Eli Kramer 3535 Highway 9 North
Freehold, NJ 07728
c/o Community Bancorp of New Jersey
William J. Mehr, Esq. 3535 Highway 9 North
Freehold, NJ 07728
c/o Community Bancorp of New Jersey
Robert D. O'Donnell 3535 Highway 9 North
Freehold, NJ 07728
c/o Community Bancorp of New Jersey
Arnold Silverman 3535 Highway 9 North
Freehold, NJ 07728
c/o Community Bancorp of New Jersey
Howard Schoor 3535 Highway 9 North
Freehold, NJ 07728
c/o Community Bancorp of New Jersey
Lewis Wetstein, M.D. 3535 Highway 9 North
Freehold, NJ 07728
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ARTICLE IV
Corporate Purpose
The purpose for which the Corporation is organized is to engage in any
activities for which corporations may be organized under the New Jersey Business
Corporation Act.
ARTICLE V
Capital Stock
The Corporation is authorized to issue 5,000,000 shares of common
stock, without par value.
ARTICLE VI
Limitation of Liability
Subject to the following, a director or officer of the Corporation
shall not be personally liable to the Corporation or its shareholders for
damages for breach of any duty owed to the Corporation or its shareholders. The
preceding sentence shall not relieve a director or officer from liability for
any breach of duty based upon an act or omission (i) in breach of such person's
duty of loyalty to the Corporation or its shareholders, (ii) not in good faith
or involving a knowing violation of law, or (iii) resulting in receipt by such
person of an improper personal benefit. If the New Jersey Business Corporation
Act is amended to authorize corporate action further eliminating or limiting the
personal liability of directors or officers, then the liability of a director or
officer or both of the Corporation shall be eliminated or limited to the fullest
extent permitted by the New Jersey Business Corporation Act as so amended. Any
amendment to this Certificate of Incorporation, or change in law which
authorizes this paragraph, shall not adversely affect any then existing right or
protection of a director or officer of the Corporation.
ARTICLE VII
Indemnification
The Corporation shall indemnify its officers, directors, employees and
agents and former officers, directors, employees and agents, and any other
persons serving at the request of the Corporation as an officer, director,
employee or agent of another corporation, association, partnership, joint
venture, trust, or other enterprise, against expenses (including attorneys'
fees, judgments, fines and amounts paid in settlement) incurred in connection
with any pending or threatened action, suit, or proceeding, whether civil,
criminal, administrative or investigative, with respect to which such officer,
director, employee, agent or other person is a party, or is threatened to be
made a party, to the full extent permitted by the New Jersey Business
Corporation Act. The indemnification provided herein (i) shall not be deemed
exclusive of any other right to which any person seeking indemnification may be
entitled under any by-law, agreement, or vote of shareholders or disinterested
directors or otherwise, both as to action in his or her official capacity and as
to action
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in any other capacity, and (ii) shall inure to the benefit of the heirs,
executors, and the administrators of any such person. The Corporation shall have
the power, but shall not be obligated, to purchase and maintain insurance on
behalf of any person or persons enumerated above against any liability asserted
against or incurred by them or any of them arising out of their status as
corporate directors, officers, employees, or agents whether or not the
Corporation would have the power to indemnify them against such liability under
the provisions of this article.
The Corporation shall, from time to time, reimburse or advance to
any person referred to in this article the funds necessary for payment of
expenses, including attorneys' fees, incurred in connection with any action,
suit or proceeding referred to in this article, upon receipt of a written
undertaking by or on behalf of such person to repay such amount(s) if a judgment
or other final adjudication adverse to the director or officer establishes that
the director's or officer's acts or omissions (i) constitute a breach of the
director's or officer's duty of loyalty to the corporation or its shareholders,
(ii) were not in good faith, (iii) involved a knowing violation of law, (iv)
resulted in the director or officer receiving an improper personal benefit, or
(v) were otherwise of such a character that New Jersey law would require that
such amount(s) be repaid.
ARTICLE VIII
Name and Address of Incorporator
The name and address of the incorporator is:
Robert A. Schwartz, Esq.
Jamieson, Moore, Peskin & Spicer
177 Madison Avenue
Morristown, NJ 07960
IN WITNESS WHEREOF, I, the incorporator of the above named Corporation,
being over eighteen years of age, have signed this Certificate of Incorporation
on the 4th day of February, 1999.
/s/ Robert A. Schwartz, Esq.
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Robert A. Schwartz, Esq.
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