Exhibit 3.1
CAMDEN NATIONAL CORPORATION
BYLAWS
ARTICLE I
Meetings
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Section 1.1. Annual Meeting. The regular annual meeting of the
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shareholders for the election of Directors and the transaction of whatever other
business may properly come before the meeting, shall be held at the office of
the Corporation or at such other place as may be designated by the Board of
Directors between 9:00 A.M. and 9:00 P.M. on the first Tuesday of May of each
year. Notice of such meeting shall be mailed, postage prepaid, at least ten days
prior to the date thereof, addressed to each shareholder at his address
appearing on the books of the Corporation. If for any cause, an election of
Directors is not made on the said day, the Board of Directors shall order the
election to be held on some subsequent day, as soon thereafter as practicable,
according to the provisions of law; and notice thereof shall be given in the
manner herein provided for the annual meeting.
Section 1.2. Special Meetings. Except as otherwise specifically provided
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by statute, special meetings of the shareholders may be called by the Board of
Directors. Every such special meeting, unless otherwise provided by law, shall
be called by mailing, postage prepaid, not less than ten days nor more than
fifty days prior to the date fixed for such meeting, to each shareholder at his
address appearing on the books of the Corporation a notice stating the purpose
of the meeting.
Section 1.3. Nominations for Director. Nominations for election to the
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Board of Directors may be made by the Board of Directors or by any stockholder
of any outstanding class of capital stock of the Corporation entitled to vote
for the election of Directors. Nominations, other than those made by or on
behalf of the existing management of the Corporation, shall be made in writing
and shall be delivered or mailed to the President of the Corporation not less
than seventy-five (75) days nor more than one hundred twenty days (120) days
prior to any meeting of shareholders called for the election of Directors,
provided however, that if less than seventy-five (75) days notice of the meeting
is given to shareholders, such nomination shall be mailed or delivered to the
President of the Corporation not later than the close of business on the seventh
day following the day on which the notice of the meeting was mailed. Such
nomination shall contain the following information to the extent known to the
nominating shareholder: (a) the name and address of each proposed nominee; (b)
the principal occupation of each proposed nominee; (c) the total number of
shares of capital stock of the Corporation that will be voted for each proposed
nominee; (d) the name and residence address of the nominating shareholder; and
(e) the number of shares of capital stock of the Corporation owned by the
nominating shareholder. Nominations not made in accordance herewith may, in
his/her discretion, be disregarded by the Chairperson of the meeting, and upon
his/her instructions, the vote tellers may disregard all votes cast for each
such nominee.
Section 1.4. Election of Directors. The proposed slate of Directors
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shall be voted on by the shareholders at the annual meeting or at any meeting of
the shareholders called for the election of Directors. Each shareholder shall
be entitled to cast one vote for each share of capital stock owned, and in the
event the number of Directors to be elected is less than the number of nominees,
those nominees receiving the most votes in descending order until all such
vacanices are filled will be deemed to be elected.
Section 1.5. Voting Inspectors. Every election of directors shall be
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managed by three voting inspectors, who shall be appointed from among the
shareholders by the Board of Directors. The voting inspectors shall hold and
conduct the election at which they are appointed to serve; and, after the
election, they shall file with the Clerk a certificate under their hands,
certifying the result thereof and the names of the directors elected. The voting
inspectors, at the request of the Chairperson of the meeting, shall act as
tellers of any other vote by ballot taken at such meeting, and shall certify the
result thereof.
Section 1.6. Proxies. Shareholders may vote at any meeting of the
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shareholders by proxies duly authorized in writing, but no officer or employee
of this Corporation shall act as proxy. Proxies shall be valid only for one
meeting, to be specified therein, and any adjournments of such meeting. Proxies
shall be dated and shall be filed with the records of the meeting.
Section 1.7. Quorum. A majority of the outstanding capital stock,
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represented in person or by proxy, shall constitute a quorum at any meeting of
shareholders, unless otherwise provided by law; but less than a quorum may
adjourn any meeting, from time to time, and the meeting may be held, as
adjourned, without further notice. A majority of the votes cast shall decide
every question or matter submitted to the shareholders at any meeting, unless
otherwise provided by law or by the Articles of Incorporation.
ARTICLE II
Directors
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Section 2.1. Board of Directors. The Board of Directors (hereinafter
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referred to as the "Board"), shall have power to manage and administer the
business and affairs of the Corporation. Except as expressly limited by law, all
corporate powers of the Corporation shall be vested in and may be exercised by
said Board.
Section 2.2. Chairperson of the Board. The Board of Directors shall
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appoint one of its members to be Chairperson of the Board to serve at the
pleasure of the Board. Such person shall preside at meetings of the Board of
Directors. The Chairperson of the Board shall supervise the implementation of
the policies adopted or approved by the Board; and may exercise such further
powers and duties as from time to time may be conferred upon, or assigned by the
Board of Directors.
Section 2.3. Number. The Board shall consist of an odd number of not less
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than seven nor more than fifteen shareholders, the exact number within such
minimum and maximum limits to be fixed and determined from time to time by
resolution of a majority of the full Board or by resolution of the shareholders
at any meeting thereof. The Directors of the Corporation shall be divided into
three classes--Class A, Class B and Class C. One-third of the Directors, or as
near as one-third as possible, shall be assigned to each class with Class A and
Class B having the same number of Directors and Class C having one more or one
less Director than the number of Directors in Class A and Class B. The
Directors of each Class shall be elected for three (3) year terms.
Section 2.4. Organization Meeting. The Clerk, upon receiving the
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certificate of the voting inspectors of the result of any election, shall notify
the Directors-elect of their election and of the time at which they are required
to meet at the office of the Corporation or at such other place as may be
designated by the Board of Directors for the purpose of organizing the new Board
and electing and appointing officers of the
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Corporation for the succeeding year. Such meeting shall be held on the day of
the election or as soon thereafter as practicable, and, in any event, within
thirty (30) days thereof. If, at the time fixed for such meeting, there shall
not be a quorum present, the Directors present may adjourn the meeting, from
time to time, until a quorum is obtained.
Section 2.6. Regular Meetings. The Regular Meetings of the Board of
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Directors shall be held monthly, without notice on the last Tuesday of the month
at the office of the Corporation at 245 Commercial Street, Rockport Maine 04856
or at such other place as may be designated by the Board of Directors. When any
regular meeting of the Board falls upon a holiday, the meeting shall be held on
the next banking business day unless the Board shall designate some other day.
Section 2.7. Special Meetings. Special meetings of the Board of Directors
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may be called by the Chairperson or President of the Corporation, or at the
request of two or more Directors. Each member of the Board of Directors shall
be given notice stating the time and place, by telephone, letter or in person
upon at least twenty-four hours notice prior to such special meeting.
Section 2.8. Vacancies. When any vacancy occurs in the Board of Directors,
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including those created by an increase in the number of Directors, the remaining
members of the Board may appoint a Director to fill such vacancy at any regular
or special meeting of the Board.
ARTICLE III
Committees of the Board
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Section 3.1. Executive Committee. There shall be an Executive Committee
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composed of five Directors appointed by the Board annually or more often. The
Executive Committee's duties are to review in depth all matters which may be
brought before it for the Board of Directors.
Section 3.2. Audit Committee. There shall be an Audit Committee composed
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of not less than three Directors, with each voting member meeting the standards
of "independence" as set forth by the American Stock Exhange and approved by the
Securities & Exchange Commission on December 14, 1999. The Audit Committee
shall conduct its affairs pursuant to a formal written charter specifiying (i)
the scope of its responsibilites and the means by which it will fullfill those
responsibilities, (ii) the accountability of the outside auditor to the Board
and Audit Committee and (iii) its responsibility to ensure the independence of
the outside auditor. The Committee shall make, or cause to be made an
examination at least once during each calendar year into the affairs of the
Corporation or cause suitable examinations to be made by auditors responsible
only to the Board of Directors and to report the result of such examination in
writing to the Board at the regular meeting following the completion of their
examination. Such report shall state whether the Corporation is in a sound
condition, whether adequate internal controls and procedures are being
maintained and shall recommend to the Board such changes in the manner of
conducting the affairs of the Corporation as shall be deemed advisable.
Section 3.3. Other Committees. The Board of Directors may appoint, from
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time to time, from its own members, other committees of one or more persons, for
such purposes and with such powers as the Board may determine.
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ARTICLE IV
Officers and Employees
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Section 4.1. President. The Board of Directors shall appoint one of its
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members to be President of the Corporation. In the absence of the Chairperson,
the President shall preside at any meeting of the Board. The President shall
have general executive powers, and shall have and may exercise any and all other
powers and duties pertaining by law, regulation, or practice, to the Office of
President, or imposed by these Bylaws. The President shall also have and may
exercise such further powers and duties as from time to time may be conferred,
or assigned by the Board of Directors.
Section 4.2. Secretary. The Board of Directors shall appoint from its
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membership a Secretary who shall keep, or cause to be kept by a Recording
Secretary, accurate minutes of all meetings.
Section 4.3. Other Officers. The Board of Directors may appoint such other
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officers and Attorneys-in-fact as from time to time may appear to the Board of
Directors to be required or desirable to transact the business of the
Corporation. Such officers shall respectively exercise such powers and perform
such duties as pertain to their several offices, or as may be conferred upon, or
assigned to them by the Board of Directors, the Chairperson of the Board, or the
President.
Section 4.4. Tenure of Office. The President and all other officers shall
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hold office for the current year for which the Board was elected, unless they
shall resign, become disqualified, or be removed; and any vacancy occurring in
the Office of President shall be filled as promptly as practicable by the Board
of Directors.
ARTICLE V
Stock and Stock Certificate
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Section 5.1. Transfers. Shares of stock shall be transferable on the books
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of the Corporation, and a transfer book shall be kept in which all transfers of
stock shall be recorded. Every person becoming a shareholder by such transfer
shall, in proportion to his shares, succeed to all rights of the prior holder of
such shares.
Section 5.2. Stock Certificates. Certificates of stock shall bear the
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signature of the President (which may be engraved, printed or impressed), and
shall be signed manually or by facsimile process by the Secretary, or any other
officer appointed by the Board of Directors for that purpose, to be known as an
Authorized Officer, and the seal of the Corporation shall be engraved thereon.
Each certificate shall recite on its face that the stock represented thereby is
transferable only upon the books of the Corporation properly endorsed.
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ARTICLE VI
Corporate Seal
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The President, the Secretary, any Vice President, any Assistant Vice
President, or other officer thereunto designated by the Board of Directors,
shall have authority to affix the corporate seal to any document requiring such
seal, and to attest the same. Such seal shall be substantially in the following
form:
ARTICLE VII
Miscellaneous Provisions
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Section 7.1. Fiscal Year. The Fiscal Year of the Corporation shall be the
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calendar year.
Section 7.2. Execution of Instruments. All agreements, indentures,
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mortgages, deeds, conveyances, transfers, certificates, declarations, receipts,
discharges, releases, satisfactions, settlements, petitions, schedules,
accounts, affidavits, bonds, undertakings, proxies and other instruments or
documents may be signed, executed, acknowledged, verified, delivered or accepted
on behalf of the Corporation by the President, or any Vice President, or the
Secretary, or, if in connection with exercise of fiduciary powers of the
Corporation, by any of said officers as the Board of Directors may from time to
time direct. The provisions of this Section 7.2 are supplementary to any other
provision of these Bylaws.
Section 7.3. Records. The Articles of Incorporation, the Bylaws and the
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proceedings of all meetings of the shareholders, the Board of Directors, and
standing committees of the Board, shall be recorded in appropriate minute books
provided for the purpose. The minutes of each meeting shall be signed by the
Secretary, Recording Secretary, or other Officer appointed to act as Secretary
of the meeting.
Section 7.4. Indemnification. The Corporation agrees and does hereby
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undertake to indemnify any person who was or is a party or is threatened to be
made a party to any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative, by reason of the fact
that such person is or was a Director, Officer, Employee or agent of the
Corporation, or is or was serving at the request of the Corporation as a
director, officer, trustee, partner, fiduciary, employee or agent of another
corporation, partnership, joint venture, trust, pension or other employee
benefit plan or other enterprise, for expenses, including attorneys' fees,
judgments, fines and amounts paid in settlement, actually and reasonably
incurred by that person in connection with such action, suit or proceeding,
provided that no indemnification shall be provided for any person with respect
to any matter as to which that person shall have been finally adjudicated:
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(a) Not to have acted honestly or in the reasonable belief that that
person's action was in or not opposed to the best interests of the corporation
or its shareholders or, in the case of a person serving as a fiduciary of an
employee benefit plan or trust, in or not opposed to the best interests of that
plan or trust, or its participants or beneficiaries; or
(b) With respect to any criminal action or proceeding, to have had
reasonable cause to believe that the person's conduct was unlawful.
(c) To be liable to the Corporation with respect to any claim, issue or
matter asserted by or in the right of the Corporation, unless the court in which
the action, suit or proceeding was brought determines that, in view of the
circumstances of the case, that person is fairly and reasonably entitled to
indemnity for such amounts as the court shall deem reasonable.
Expenses incurred in defending a civil, criminal, administrative or
investigative action, suit or proceeding may be authorized and paid by the
Corporation in advance of the final disposition of that action, suit or
proceeding upon a determination made by the Board of Directors by majority vote
of a quorum consisting of members of the Board of Directors who are not parties
to that action, suit or proceeding, or if such a quorum is not obtainable, or
even if obtainable, if a quorum of disinterested directors so directs, by
independent legal counsel in a written opinion, or by the shareholders, that,
based solely on the facts then known to those making the determination and
without further investigation, the person seeking indemnification did not engage
in conduct prohibited by Sections 7.4 (a) and 7.4 (b).
ARTICLE VIII
Bylaws
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Section 8.1. Inspection. A copy of the Bylaws, with all amendments
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thereto, shall at all times be kept in a convenient place at the office of the
Corporation and shall be open for inspection during normal business hours.
Section 8.2. Amendments. The Bylaws may be amended, altered or repealed,
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at any regular meeting of the Board of Directors or at a meeting of the
shareholders by a vote of two-thirds of the shareholders after notice of such
intended action as required by law.
I, Arthur E. Strout, CERTIFY that: (1) I am the duly constituted Secretary
of CAMDEN NATIONAL CORPORATION and as such officer and official custodian of
its records; (2) the foregoing By-Laws of the Corporation, and all of them are
now lawfully in force and effect.
IN TESTIMONY WHEREOF, I have hereunto affixed my official signature and the
seal of the Corporation, in the Town of Rockport, Maine on this _____ day of
____________, 2001.
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