EXHIBIT 3
[BANK OF BOSTON LOGO APPEARS HERE]
BANK OF BOSTON CORPORATION
---------------------
BY-LAWS
---------------------
REVISED TO OCTOBER 24, 1996
HH-895
REVISED (10/96)
BY-LAWS
OF
BANK OF BOSTON CORPORATION
--------------------------
TABLE OF CONTENTS
ARTICLE I
MEETINGS OF THE STOCKHOLDERS
PAGE
----
SECTION 1. Place of Meeting; Adjournment................. 1
SECTION 2. Annual Meeting................................ 1
SECTION 3. Special Meetings.............................. 1
SECTION 4. Notices of Meetings........................... 2
SECTION 5. Quorum........................................ 3
SECTION 6. Organization.................................. 4
SECTION 7. Voting by Stockholders; Proxies............... 4
SECTION 8. Inspectors.................................... 5
SECTION 9. Action without Meeting........................ 5
ARTICLE II
BOARD OF DIRECTORS
SECTION 1. General Powers; Issue of Stock............... 5
SECTION 2. Number, Qualification, Election and Term
of office................................... 5
SECTION 3. Nominations for Director..................... 6
SECTION 4. Quorum and Manner of Acting.................. 7
SECTION 5. First Meeting................................ 8
SECTION 6. Regular Meetings............................. 8
SECTION 7. Special Meetings............................. 8
SECTION 8. Notices of Meetings.......................... 8
SECTION 9. Organization of Meetings..................... 9
SECTION 10. Order of Business............................ 9
SECTION 11. Action by Directors without a Meeting........ 9
SECTION 12. Resignation.................................. 9
SECTION 13. Removal...................................... 9
ii
PAGE
----
SECTION 14. Vacancies.................................. 10
SECTION 15. Fees and Expenses of Directors............. 10
SECTION 16. Validity of Acts of Directors.............. 10
SECTION 17. Transactions with the Corporation.......... 10
ARTICLE III
COMMITTEES
SECTION 1. Executive Committee........................ 11
SECTION 2. Audit Committee............................ 12
SECTION 3. Compensation Committee..................... 13
SECTION 4. Board Governance and Nominating Committee.. 14
SECTION 5. Community Investment Committee............. 14
SECTION 6. Other Committees........................... 15
SECTION 7. Changes in Committee Membership; Filling of
Vacancies................................. 15
SECTION 8. Records of Committee Action and Board
of Directors' Approval.................... 15
SECTION 9. Committee Proceedings...................... 15
SECTION 10. Action of Committees without a Meeting..... 16
SECTION 11. General Authority of Committees............ 16
ARTICLE IV
OFFICERS
SECTION 1. Titles and Qualifications.................. 16
SECTION 2. Appointment and Terms of Office............ 16
SECTION 3. Duties; Fidelity Bond...................... 17
SECTION 4. The Chief Executive Officer................ 17
SECTION 5. The Chairman of the Board.................. 17
SECTION 6 The President and Chief Operating Officer.. 17
SECTION 7. The Vice Chairmen.......................... 18
SECTION 8. The Executive Officers..................... 18
SECTION 9. The Treasurer.............................. 18
SECTION 10. The Comptroller............................ 18
SECTION 11 The Clerk and the Secretary of the
Board of Directors....................... 18
SECTION 12. The General Auditor........................ 19
SECTION 13. The Vice Presidents........................ 19
SECTION 14. The Assistant Treasurers and
Assistant Clerks.......................... 19
SECTION 15. Resignation................................ 19
SECTION 16. Vacancies.................................. 19
iii
PAGE
----
SECTION 17. Compensation of Officers, Employees and
Other Agents................................ 20
SECTION 18. Designated Officer........................... 20
ARTICLE V
STOCK
SECTION 1. Stock Certificates........................... 20
SECTION 2. Transfer of Stock............................ 20
SECTION 3. Transfer Agent and Registrar;
Regulations................................. 21
SECTION 4. Lost, Mutilated or Destroyed Certificates.... 21
SECTION 5. Record Date for Determination of Stockholders'
Rights; Close of Transfer Books............. 21
SECTION 6. Dividends.................................... 22
SECTION 7. Control Share Acquisitions................... 22
ARTICLE VI
GENERAL PROVISIONS
SECTION 1. Offices...................................... 22
SECTION 2. Seal......................................... 22
SECTION 3. Fiscal Year.................................. 23
SECTION 4. Execution of Instruments..................... 23
SECTION 5. Voting of Securities......................... 23
SECTION 6. Powers of Attorney........................... 23
SECTION 7. Issue of Debt Securities and
Other Obligations........................... 24
SECTION 8. Corporate Records............................ 24
SECTION 9. Indemnification of Directors, Officers
and Others.................................. 24
ARTICLE VII
AMENDMENTS
SECTION 1. General..................................... 27
iv
PAGE
----
ARTICLE VIII
EMERGENCY BY-LAWS
SECTION 1. Effective Period........................... 28
SECTION 2. Meetings of the Board of Directors......... 28
SECTION 3. Emergency Location of Head Office.......... 28
SECTION 4. Preservation of Continuity of Management... 28
SECTION 5. Immunity................................... 28
SECTION 6. Amendment of Emergency By-Laws............. 28
BANK OF BOSTON CORPORATION
----------
BY-LAWS
----------
ARTICLE I
MEETINGS OF THE STOCKHOLDERS
SECTION 1. Place of Meeting; Adjournment. Meetings of the stockholders
may be held at the main office of the corporation in the City of Boston,
County of Suffolk, Commonwealth of Massachusetts, or at such places within or
without the Commonwealth of Massachusetts as may be specified in the notices
of such meetings; provided, that, when any meeting is convened, the presiding
officer, if directed by the Board of Directors, may adjourn the meeting for a
period of time not to exceed 30 days if (a) no quorum is present for the
transaction of business or (b) the Board of Directors determines that
adjournment is necessary or appropriate to enable the stockholders (i) to
consider fully information which the Board of Directors determines has not
been made sufficiently or timely available to stockholders or (ii) otherwise
to exercise effectively their voting rights. The presiding officer in such
event shall announce the adjournment and date, time and place of reconvening
and shall cause notice thereof to be posted at the place of meeting designated
in the notice which was sent to the stockholders, and if such date is more
than 10 days after the original date of the meeting the Clerk shall give
notice thereof in the manner provided in Section 4 of this Article I.
SECTION 2. Annual Meeting. The annual meeting of stockholders of the
corporation for the election of directors and the transaction of such other
business as may properly come before the meeting shall be held on such date
and at such time as shall be determined by the Board of Directors each year,
which date and time may subsequently be changed at any time, including the
year any such determination occurs.
SECTION 3. Special Meetings. Except as provided in the Articles of
Organization with respect to the ability of holders of preferred stock to call
a special meeting in certain circumstances, special meetings of the
stockholders may be called by the Chief Executive Officer or the Chairman of
the Board or by a majority of the directors, and shall be called by the Clerk,
or in case of the death, absence, incapacity or refusal of the Clerk, by any
other officer upon the written application of stockholders who hold one
hundred percent in interest of the capital stock of the corporation entitled
to be voted at the proposed meeting. Such request shall state the purpose or
purposes of the proposed meeting and may designate the place, date and hour of
such meeting; provided, however, that no such request shall designate a date
not a full business day or an hour not within normal business hours as the
date or hour of such meeting.
-2-
As used in these By-Laws, the expression business day means a day other
than a day which, at a particular place, is a public holiday or a day other
than a day on which banking institutions at such place are allowed or
required, by law or otherwise, to remain closed.
SECTION 4. Notices of Meetings. A printed notice of the place, date and
hour and stating the purposes of each meeting of the stockholders shall be
given by the Clerk (or other person authorized by law or these By-Laws) at
least l0 days before the date fixed for the meeting to each stockholder
entitled to vote at such meeting, and to each other stockholder who, under the
Articles of Organization or these By-Laws, is entitled to such notice, by
leaving such notice with him or her at his or her residence or usual place of
business, or by mailing such notice by mail, postage prepaid and addressed to
such stockholder at his or her address as it appears in the records of the
corporation. Such further notice shall be given by publication or otherwise,
as may be required by law or as may be ordered by the Board of Directors. No
notice need be given to any stockholder if such stockholder, or his or her
authorized attorney, waives such notice by a writing executed before or after
the meeting and filed with the records of the meeting or by his or her
presence, in person or by proxy, at the meeting.
It shall be the duty of every stockholder to furnish to the Clerk of the
corporation or to the transfer agent, if any, of the class of stock owned by
such stockholder, his or her post office address and to notify the Clerk or
the transfer agent of any change therein.
No business may be transacted at a meeting of the stockholders except
that (a) specified in the notice thereof given by or at the direction of the
Board of Directors or in a supplemental notice given by or at the direction of
the Board of Directors and otherwise in compliance with the provisions hereof,
(b) brought before the meeting by or at the direction of the Board of
Directors or the presiding officer or (c) properly brought before the meeting
by or on behalf of any stockholder who shall have been a stockholder of record
at the time of giving of notice by such stockholder provided for in this
paragraph and who shall continue to be entitled at the time of such meeting to
vote thereat and who complies with the notice procedures set forth in this
paragraph with respect to any business sought to be brought before the meeting
by or on behalf of such stockholder other than the election of directors and
with the notice provisions set forth in Section 3 of Article II with respect
to the election of directors. In addition to any other applicable
requirements, for business to be properly brought before a meeting by or on
behalf of a stockholder (other than a stockholder proposal included in the
corporation's proxy statement pursuant to Rule 14a-8 under the Securities
Exchange Act of 1934, as amended (the "Exchange Act")), the stockholder must
have given timely notice thereof in writing to the Clerk of the corporation.
In order to be timely given, a stockholder's notice must be delivered to or
mailed and received at the principal executive offices of the corporation (a)
not less than 75 nor more than 125 days prior to the anniversary date of the
immediately preceding annual meeting of stockholders of the corporation or (b)
in the case of a special meeting or in the event that the annual meeting is
called for a date (including any change in a date determined by the Board
pursuant to Section 2 of this Article I) more than 75 days prior to such
anniversary date, notice by the stockholder to be timely given must be so
-3-
received not later than the close of business on the 20th day following the
day on which notice of the date of such meeting was mailed or public
disclosure of the date of such meeting was made, whichever first occurs. Such
stockholder's notice to the Clerk shall set forth as to each matter the
stockholder proposes to bring before the meeting (a) a brief description of
the business desired to be brought before the meeting and the reasons for
conducting such business at the meeting, (b) the name and record address of
the stockholder proposing such business, (c) the class and number of shares of
capital stock of the corporation held of record, owned beneficially and
represented by proxy by such stockholder as of the record date for the meeting
(if such date shall then have been made publicly available) and as of the date
of such notice by the stockholder and (d) all other information which would be
required to be included in a proxy statement or other filings required to be
filed with the Securities and Exchange Commission if, with respect to any such
item of business, such stockholder were a participant in a solicitation
subject to Regulation 14A under the Exchange Act (the "Proxy Rules"). In the
event the proposed business to be brought before the meeting by or on behalf
of a stockholder relates or refers to a proposal or transaction involving the
stockholder or a third party which, if it were to have been consummated at the
time of the meeting, would have required of such stockholder or third party or
any of the affiliates of either of them any prior notification to, filing
with, or any orders or other action by, any governmental authority, then any
such notice to the Clerk shall be accompanied by appropriate evidence of the
making of all such notifications or filings and the issuance of all such
orders and the taking of all such actions by all such governmental
authorities.
Notwithstanding anything in these By-Laws to the contrary, no business
shall be conducted at any meeting except in accordance with the procedures set
forth in this Section 4; provided, however, that nothing in this Section 4
shall be deemed to preclude discussion by any stockholder of any business
properly brought before such meeting.
The presiding officer of the meeting may, if the facts warrant, determine
and declare to the meeting that business was not properly brought before the
meeting in accordance with the foregoing procedures, and if he or she should
so determine, he or she shall so declare to the meeting and that business
shall be disregarded.
SECTION 5. Quorum. At all meetings of the stockholders, the holders of
record of a majority in interest of all stock issued, outstanding and entitled
to vote thereat, or, if two or more classes of stock are issued, outstanding
and entitled to vote as separate classes, a majority in interest of each
class, present in person or represented by proxy, shall constitute a quorum
requisite for the transaction of business, except as otherwise provided by
law, by the Articles of Organization or by these By-Laws. Stock of the
corporation owned directly or indirectly by the corporation, if any, other
than shares of stock held in a fiduciary capacity shall not be deemed
outstanding for this purpose. If a quorum is not present or represented at
any meeting of the stockholders, the stockholders present or represented and
entitled to vote thereat, present in person or represented by proxy, by a
majority vote, shall have the power to adjourn the meeting from time to time
without notice other than announcement at the meeting until the requisite
amount of voting stock shall be present or represented. At any adjourned
meeting at which a quorum is present or represented, any business may be
transacted
-4-
which might have been transacted at the meeting as first convened had there
been a quorum. The stockholders present at a duly organized meeting may
continue to transact business until adjournment notwithstanding the withdrawal
of one or more stockholders or their proxy or proxies so as to leave less than
a quorum present or represented.
SECTION 6. Organization. At every meeting of the stockholders, the
Chief Executive Officer or the Chairman of the Board or, in their absence, the
President, or in the absence of all such officers, a person chosen by majority
vote of the stockholders entitled to vote thereat, present in person or
represented by proxy, shall act as chairman; and the Clerk, or in his or her
absence, any Assistant Clerk, or in the absence of all such officers, any
person present appointed by the chairman shall act as secretary of the
meeting. The secretary of the meeting need not be sworn.
SECTION 7. Voting by Stockholders; Proxies. Except as otherwise
provided by law or the Articles of Organization, at all meetings of
stockholders each stockholder shall have one vote for each share of stock
entitled to vote and registered in his or her name. Any stockholder may vote
in person or by proxy dated not more than six months prior to the meeting and
filed with the secretary of the meeting. Every proxy shall be in writing,
executed by a stockholder or his or her authorized attorney-in-fact, and
dated. A proxy need not be sealed, witnessed or acknowledged. A proxy with
respect to stock held in the name of two or more persons shall be valid if
executed by any one of them unless at or prior to exercise of the proxy the
corporation receives a specific written notice to the contrary from any one of
them. No proxy shall be valid after the final adjournment of the meeting.
The attendance at any meeting of a stockholder who has therefore given a
proxy shall not have the effect of revoking the same unless the stockholder so
attending shall, in writing, so notify the secretary of the meeting at any
time prior to the voting of the proxy.
The corporation shall not, directly, or indirectly, vote any of its own
stock other than shares of stock held in a fiduciary capacity. Any shares
disqualified from being voted shall not be counted in determining the
proportion of or the number of shares or votes required to pass or to vote
upon or to consent or assent to any matter.
Prior to each meeting of stockholders, the Clerk shall make or cause to
be made a full, true and complete list, in alphabetical order, of stockholders
entitled to notice of and to vote at the meeting showing the number of shares
of each class having voting rights held of record by each. When a
determination of stockholders entitled to vote at any meeting has been made as
provided by law, such determination shall apply to any adjournment of such
meeting, except when the determination has been made by the closing of the
transfer books and the stated period has expired.
At all meetings of stockholders, all questions, except as otherwise
expressly provided by law or the Articles of Organization or these By-Laws,
shall be determined by a majority vote of the stockholders entitled to vote
thereon who are present in person or represented by proxy, or, if two or more
classes of stock are entitled to vote
-5-
as separate classes, a majority vote of the stockholders of each class,
present in person or represented by proxy. Except as otherwise expressly
provided by law, the Articles of Organization or these By-Laws, at all
meetings of stockholders the voting shall be by show of hands or voice vote,
but any qualified voter may demand a stock vote, by shares of stock, upon any
question, whereupon such stock vote shall be taken by ballot, each of which
shall state the name of the stockholder voting and the number of shares voted
by him or her, and, if such ballot be cast by a proxy, it shall also state the
name of the proxy. All elections shall be decided by plurality vote.
SECTION 8. Inspectors. At each meeting of the stockholders, the polls
shall be opened and closed by the proxies and ballots shall be received and
taken in charge by and all questions touching on the qualifications of voters
and the validity of proxies and the acceptance and rejection of votes shall be
decided by two inspectors. Such inspectors shall be appointed by the Board of
Directors before or at the meeting, or, if no such appointment shall have been
made, then by the presiding officer at the meeting. If for any reason any
inspector previously appointed shall fail to attend or refuse or be unable to
serve, an inspector in place of the one so failing to attend or refusing or
unable to serve shall be appointed, either by the Board of Directors or by the
presiding officer at the meeting. No director or candidate for the office of
director shall be appointed an inspector. The inspectors shall file with the
Clerk or other secretary of the meeting a certificate setting forth the
results of each vote taken by ballot at the meeting.
SECTION 9. Action without Meeting. Any action which may be taken by
stockholders may be taken without a meeting if all stockholders entitled to
vote on the matter consent to the action by a writing filed with the records
of the meetings of stockholders. Any such consent shall be treated for all
purposes as a vote at a meeting and may be described as such in any
certificate or other document filed with or furnished to any public official,
governmental agency or other person having dealings with the corporation.
ARTICLE II
BOARD OF DIRECTORS
SECTION 1. General Powers; Issue of Stock. The property and business of
the corporation shall be managed by the Board of Directors which may exercise
all powers of the corporation except such powers as are by law or by the
Articles of Organization or by these By-Laws conferred upon or reserved to the
stockholders. The Board of Directors and the Executive Committee shall have
power to issue and sell or otherwise dispose of such shares of the
corporation's authorized but unissued capital stock to such persons and at
such times and for such consideration and upon such terms as it shall
determine from time to time.
SECTION 2. Number, Qualification, Election and Term of Office. The
Board of Directors shall be composed of not less than three nor more than
thirty-five directors. Within the limits specified, the number of directors
shall be determined from time to time by vote of a majority of the entire
Board; provided, however, that no decrease in the
-6-
number of directors constituting the entire Board of Directors made pursuant
to this Section 2 shall shorten the term of any incumbent director. The Board
of Directors shall be divided into three classes, as nearly equal in number as
possible. The Directors need not be stockholders. To be nominated to serve or
to serve as a director, an individual must be eligible to serve as a director
both at the time the Board of Directors votes to nominate such individual or
receives notice in accordance with Section 3 of this Article of a
stockholder's intent to nominate such individual and at the time of such
election, and the stockholder making such nomination (and any party on whose
behalf or in concert with whom such stockholder is acting) must be qualified
at the time of making such nomination to have such individual serve as the
nominee of such stockholder (and any party on whose behalf or in concert with
whom such stockholder is acting) if such individual is elected. At each annual
meeting of stockholders, the successors to the class of directors whose term
expires at that meeting shall be elected to hold office for a term continuing
until the annual meeting held in the third year following the year of their
election and until their successors are duly elected and qualified or until
their earlier resignation, death or removal; provided, that in the event of
failure to hold such an annual meeting or to hold such election at such
meeting, the election of directors may be held at any special meeting of the
stockholders called for that purpose. Directors, except those appointed by the
Board of Directors to fill vacancies, shall be elected by a plurality vote of
the stockholders, voting by ballot either in person or by proxy. As used in
these By-Laws, the expression "entire Board" means the number of directors in
office at a particular time.
SECTION 3. Nominations for Director. Only persons who are nominated in
accordance with the following procedures shall be eligible for election as
directors, except as provided in the Articles of Organization with respect to
nominations by holders of preferred stock in certain circumstances.
Nominations of persons for election to the Board of Directors at the annual
meeting may be made at the annual meeting of stockholders (a) by the Board of
Directors or at the direction of the Board of Directors by any nominating
committee or person appointed by the Board or (b) by any stockholder of record
at the time of giving of notice provided for in this Section 3 and who shall
continue to be entitled at the time of the meeting to vote for the election of
directors at the meeting who complies with the notice procedures set forth in
this Section 3 rather than the notice procedures with respect to other
business set forth in Section 4 of Article I. Nominations by stockholders
shall be made only after timely notice by such stockholder in writing to the
Clerk of the corporation. In order to be timely given, a stockholder's notice
shall be delivered to or mailed and received at the principal executive
offices of the corporation not less than 75 nor more than 125 days prior to
the anniversary date of the immediately preceding annual meeting of
stockholders of the corporation; provided, however, that in the event that the
meeting is called for a date, including any change in a date determined by the
Board pursuant to Section 2 of Article I, more than 75 days prior to such
anniversary date, notice by the stockholder to be timely given must be so
received not later than the close of business on the 20th day following the
day on which notice of the date of the meeting was mailed or public disclosure
of the date of the meeting was made, whichever first occurs. Such
stockholder's notice to the Clerk shall set forth (a) as to each person whom
the stockholder proposes to nominate for election or re-election as a
director, (i) the name, age, business address and residence address of the
person, (ii) the principal
-7-
occupation or employment of the person, (iii) the class and number of shares
of capital stock of the corporation, if any, which are beneficially owned by
the person, (iv) any other information regarding the nominee as would be
required to be included in a proxy statement or other filings required to be
filed pursuant to the Proxy Rules, and (v) the consent of each nominee to
serve as a director of the corporation if so elected; and (b) as to the
stockholder giving the notice, (i) the name and record address of the
stockholder, (ii) the class and number of shares of capital stock of the
corporation which are beneficially owned by the stockholder as of the record
date for the meeting (if such date shall then have been made publicly
available) and as of the date of such notice, (iii) a representation that the
stockholder intends to appear in person or by proxy at the meeting to nominate
the person or persons specified in the notice, (iv) a representation that the
stockholder (and any party on whose behalf or in concert with whom such
stockholder is acting) is qualified at the time of giving such notice to have
such individual serve as the nominee of such stockholder (and any party on
whose behalf or in concert with whom such stockholder is acting) if such
individual is elected, accompanied by copies of any notification or filings
with, or orders or other actions by, any governmental authority which are
required in order for such stockholder (and any party on whose behalf such
stockholder is acting) to be so qualified, (v) a description of all
arrangements or understandings between such stockholder and each nominee and
any other person or persons (naming such person or persons) pursuant to which
the nomination or nominations are to be made by such stockholder and (vi) such
other information regarding such stockholder as would be required to be
included in a proxy statement or other filings required to be filed pursuant
to the Proxy Rules. The corporation may require any proposed nominee to
furnish such other information as may reasonably be required by the
corporation to determine the eligibility of such proposed nominee to serve as
director. No person shall be eligible for election as a director unless
nominated in accordance with the procedures set forth herein.
The presiding officer of the meeting may, if the facts warrant, determine
and declare to the meeting that a nomination was not made in accordance with
the foregoing procedures, and if he or she should so determine, he or she
shall so declare to the meeting and the defective nomination shall be
disregarded.
SECTION 4. Quorum and Manner of Acting. One-third of the directors in
office (but in no event fewer than two) shall constitute a quorum for the
transaction of business at any meeting and, except as otherwise provided by
law or these By-Laws, the act of a majority of the directors present at any
meeting at which a quorum is present shall be the act of the Board of
Directors. Directors shall be deemed present at a meeting when present in
person or by means of a conference telephone or similar communications
equipment by means of which all persons participating in the meeting can hear
each other at the same time. In the absence of a quorum, a majority of the
directors present, or if only two directors are present, either director, or
the sole director present, may adjourn any meeting to a day certain or from
time to time until a quorum is present. At any adjourned meeting at which a
quorum is present, any business may be transacted which might have been
transacted if the meeting had been held when originally called. A director
may not vote or otherwise act by proxy.
-8-
SECTION 5. First Meeting. The Board of Directors elected at any annual
meeting of stockholders shall meet at the Head Office of The First National
Bank of Boston in the City of Boston and Commonwealth of Massachusetts, or at
such other location as the Board may determine, promptly after the final
adjournment of such meeting or as soon as practicable (but not more than 30
days) thereafter for purposes of organization, the election of officers for
the succeeding year and the transaction of other business. No notice of such
meeting need be given.
SECTION 6. Regular Meetings. Except for the first meeting of the Board
of Directors to be held immediately following the annual election of
directors, regular meetings of the Board of Directors shall be held on the
fourth Thursday in each month, except the month in which the annual election
of directors is held, at one o'clock in the afternoon in the directors' room
at the Head Office of The First National Bank of Boston in the City of Boston,
or at such other time or at such other place, or both, as shall be designated
in the notice of meeting given to the directors as provided in these By-Laws.
If the day designated for a regular meeting of the Board of Directors would
not be a business day (as defined in Section 3 of Article I of these By-Laws)
at the place where the meeting is to be held, then the meeting shall be held
on such other business day as the Board of Directors may have previously
designated, or if no such day shall have been designated, the meeting shall be
held on the first business day at such place preceding the date originally
designated for such meeting. Any regular meeting of the Board of Directors
may be dispensed with by an appropriate vote passed by the Board of Directors
at any prior meeting.
SECTION 7. Special Meetings. Special meetings of the Board of Directors
may be called by the Chief Executive Officer and shall be called by the Clerk
at the written request of three or more directors. Special meetings of the
Board of Directors may be held at such place and time as may be designated in
the call of the meeting.
SECTION 8. Notices of Meetings. Notice of the time and place of each
regular or special meeting of the Board of Directors shall be given to each
director at least 48 hours before such meeting if delivered personally or sent
by mail or at least 24 hours before such meeting if given by telephone, telex,
telegraph or other electronic means. Notice by mail shall be deemed to be
given when deposited in the post office or a letter box in postage-paid sealed
wrappers or when transmitted by telegraph or telex, and addressed separately
to each director at his or her address appearing on the records of the
corporation. Notices of meetings of the Board of Directors need not include a
statement of the business to be transacted thereat unless required by law or
these By-Laws. No notice of any adjourned meeting of the Board of Directors
need be given other than by announcement at the session of the meeting which
is being adjourned. Failure to give any such notice of any meeting, or any
irregularity in the notice thereof, shall not invalidate any proceedings taken
thereat if a quorum is present and if all absent directors, either before or
after the meeting, shall sign a waiver of notice or a consent to the holding
of such meeting or an approval of the minutes thereof. All such waivers,
consents and approvals shall be filed with the minutes of the meetings to
which they relate.
-9-
SECTION 9. Organization of Meetings. At each meeting of the Board of
Directors, the Chairman of the Board or, in his or her absence, the Chief
Executive Officer or, in their absence, an officer designated by the Chief
Executive Officer, or in the absence of all such officers, a director chosen
by a majority of the directors present shall act as chairman. The Clerk, or,
in his or her absence, any person appointed by the chairman, shall act as
secretary of the meeting and keep minutes of the proceedings. The secretary
of the meeting need not be sworn.
SECTION 10. Order of Business. At all meetings of the Board of
Directors, business shall be transacted in the order determined by the
chairman of the meeting, subject to approval of the directors present thereat.
SECTION 11. Action by Directors without a Meeting. Unless otherwise
restricted by the Articles of Organization or these By-Laws, any action
required or permitted to be taken at any meeting of the Board of Directors or
of any committee thereof may be taken without a meeting, if a written consent
thereto is signed by all members of the Board of Directors or of such
committee, as the case may be, and such written consent is filed with the
minutes of proceedings of the Board of Directors or of such committee. Any
such consent shall be treated for all purposes as a vote duly adopted by the
Board of Directors or such committee at a meeting and may be described as such
in any certificate or other document filed with or furnished to any public
official, governmental agency or other person having dealings with the
corporation.
SECTION 12. Resignation. Any director may resign at any time by giving
written notice of his or her resignation to the Chairman of the Board or the
Chief Executive Officer or the Clerk. Such resignation shall take effect upon
its receipt or at any later date specified therein; and unless otherwise
specified therein, the acceptance of such resignation shall not be necessary
to make it effective.
SECTION 13. Removal. A director may be removed by the affirmative vote
of a majority of the shares outstanding and entitled to vote in the election
of directors only for cause. A director may be removed for cause only after
reasonable notice and opportunity to be heard before the stockholders. For
such time as the corporation is subject to paragraph (a) of Section 50A of
Chapter 156B of the Massachusetts General Laws, "cause" with respect to the
removal of any director by the stockholders shall mean only (a) conviction of
a felony, (b) declaration of unsound mind by order of court, (c) gross
dereliction of duty, (d) commission of an action involving moral turpitude, or
(e) commission of an action which constitutes intentional misconduct or a
knowing violation of law if such action in either event results both in an
improper substantial personal benefit and a material injury to the
corporation.
If at any time the corporation shall no longer be subject to paragraph
(a) of Section 50A of Chapter 156B of the Massachusetts General Laws, (a) a
director may be removed from office with or without cause by the vote of the
holders of a majority of the shares entitled to vote in the election of
directors and may be removed from office with cause by vote of a majority of
the directors then in office, and (b) a director may be removed for cause only
after reasonable notice and opportunity to be heard before the body proposing
to remove him or her.
-10-
SECTION 14. Vacancies. The Board of Directors may act notwithstanding a
vacancy or vacancies in its membership; but if the office of any director
shall become vacant by reason of an increase in size of the Board of
Directors, or the death, resignation, disqualification or removal of a
director or otherwise, such vacancy or vacancies shall be filled solely by the
affirmative vote of a majority of the remaining directors then in office, even
though less than a quorum. Any director elected in accordance with this
Section 14 shall hold office for the remainder of the full term of the class
of directors in which the vacancy occurred or the new directorship was created
and until his or her successor shall have been elected and qualified or until
his or her earlier resignation, death or removal.
SECTION 15. Fees and Expenses of Directors. Each director who is not an
officer or employee of the corporation or any of its affiliates may be paid
such fees for his or her services and for attendance at meetings of the Board
of Directors or of any committee thereof as the Board of Directors may
determine from time to time to be appropriate. Such fees may be payable
currently or on a deferred basis. In addition, each such director shall be
entitled to reimbursement for reasonable expenses incurred by him or her in
order to attend meetings of the Board of Directors and committees thereof or
otherwise in connection with the performance of his or her duties as a
director.
SECTION 16. Validity of Acts of Directors. All action taken by any
meeting of the Board of Directors or of a committee of the directors or by any
person acting as a director shall, notwithstanding that it shall afterwards be
discovered that there was some defect in the election or appointment or
continuance in office of any such director or person acting as a director, or
that they or any of them were disqualified, or had vacated office, or were not
entitled to vote in relation to the matter acted upon, be as valid as if such
person had been duly elected or appointed, had continued in office and was
qualified to be a director and entitled to vote on such matter.
SECTION 17. Transactions with the Corporation. No contract or other
transaction between the corporation and one or more of its directors or
between the corporation or any other corporation, partnership, voluntary
association, trust or other organization of which any of its directors is a
director or officer or in which he or she has any financial interest shall be
void or voidable for this reason or because any such director is present at or
participates in the meeting of the Board of Directors or of the committee
thereof which authorizes the contract or transactions or because his or her
vote is counted for such purpose (a) if the material facts as to the contract
or transaction and as to his or her relationship or interest are disclosed to
the Board of Directors or such committee and the Board of Directors or such
committee in good faith authorizes the contract or transaction by the
affirmative votes of a majority of disinterested directors even though the
disinterested directors be less than a quorum or (b) if the material facts as
to the contract or transaction and as to his or her relationship or interest
are disclosed or are known to the shareholders entitled to vote thereon and
the contract or transaction is specifically approved in good faith by vote of
the shareholders or (c) if the contract or transaction is fair and reasonable
as to the corporation as of the time it is authorized, approved or ratified by
the Board of Directors, such committee or the shareholders. Common or
interested directors may
-11-
be counted in determining the presence of a quorum at a meeting of the Board
of Directors or of a committee thereof which authorizes the contract or
transaction.
ARTICLE III
COMMITTEES
SECTION 1. Executive Committee. There shall be an Executive Committee
composed of the Chairman of the Board, the Chief Executive Officer and such
number of other directors as the Board of Directors may appoint from time to
time by resolution passed by the vote of a majority of the entire Board. The
Board of Directors may also, from time to time, by similar resolution, appoint
one or more alternate members of the Executive Committee who may attend and
act in the place of any absent or disqualified member or members of the
Executive Committee at any meeting thereof. Subject to the provisions of
Section 6 of this Article III, the term of office of any appointed member or
alternate member of the Executive Committee shall expire on the date specified
in the resolution of appointment or any earlier date on which he or she ceases
to be a director. Any director who has served as a member or alternate member
of the Executive Committee shall be eligible for reappointment to a new term
of office. At all meetings of the Executive Committee, the Chief Executive
Officer or, in his or her absence, an officer designated by the Chief
Executive Officer, or in the absence of such a designation, a director chosen
by a majority of the directors present shall preside.
During the intervals between meetings of the Board of Directors, the
Executive Committee, unless expressly provided otherwise by law or these By-
Laws, shall have and may exercise all the authority of the Board of Directors,
except that it shall not be entitled to
(i) change the principal office of the corporation;
(ii) amend or repeal these By-Laws or to adopt new by-laws;
(iii) elect officers required by law to be elected by the
stockholders or directors or to fill vacancies in any such offices;
(iv) change the number of the Board of Directors or to fill
vacancies in the Board of Directors;
(v) remove officers or directors from office;
(vi) fix the remuneration of any director for serving on the Board
of Directors or any Committee thereof or for services to the corporation
in any other capacity;
(vii) authorize the payment of any dividend or distribution to
stockholders;
(viii) authorize the reacquisition for value of stock of the
corporation; or
-12-
(ix) authorize a merger of a subsidiary entity into the
corporation.
In addition to its other duties, the Executive Committee shall establish
the quarterly provision and reserve for credit losses, make recommendations
concerning dividends and shall be available to the Chief Executive Officer,
at his discretion, to discuss strategic opportunities.
The action taken by the Executive Committee at each meeting shall be
reported to the Board of Directors and shall be subject to alteration or
repeal by the latter, provided that no alteration or repeal by the Board of
Directors of action taken by the Executive Committee shall prejudice the
rights or acts of any third person.
The Executive Committee shall hold meetings at such times and places and
upon such notice as it may from time to time determine. Other meetings of the
Executive Committee may be called at any time by the Chief Executive Officer
or by any two members of the Executive Committee or by the Secretary of the
Board of Directors at the written request of the person or persons entitled to
call such a meeting.
SECTION 2. Audit Committee. There shall be an Audit Committee composed
of such number of directors (not less than three) as the Board of Directors,
by resolution passed by the vote of a majority of the entire Board may
appoint, none of whom shall be an employee of the corporation.
The duties of the Audit Committee shall be
(a) to recommend to the Board of Directors for approval by the
stockholders the appointment of a firm of independent public accountants
("the Auditors") to audit the accounts of the corporation and such of its
subsidiaries as the Committee may recommend for the financial year in
respect of which such appointment is made;
(b) to make, or cause to be made by the Auditors, such examinations or
audits of the affairs and operations of the corporation or of any one or
more of its subsidiaries, of such scope, with such objects, and at such
times or intervals as the Committee may determine in its discretion or as
may be ordered by the Board of Directors or the Executive Committee;
(c) to submit to the Board of Directors as soon as may be convenient
following the conclusion of each examination or audit made by or at the
direction of the Committee, a written report relative thereto;
(d) to oversee the activities of the General Auditor and his or her
staff. The Committee shall also be responsible for conducting periodic
performance evaluations and establishing the compensation of the General
Auditor; and
-13-
(e) to review matters associated with internal control and the
management of risk.
A notation with respect to each report made to the Board of Directors by
the Audit Committee and of the action taken thereon by the Board of Directors
shall be made in the minutes of the latter.
SECTION 3. Compensation Committee. There shall be a Compensation
Committee composed of such number of directors as the Board of Directors, by
resolution passed by vote of a majority of the entire Board, may appoint, none
of whom shall be an employee of the corporation or any subsidiary.
The duties of the Compensation Committee shall be
(a) to review the Corporation's overall executive compensation strategy;
(b) to review the design and administration of executive compensation and
incentive plans and employee benefit plans, including ensuring that all
plans are consistent with the Corporation's strategy and budget;
(c) to review all new equity-related plans for executive officers and
Directors prior to submission to stockholders;
(d) to make recommendations to the Board of Directors on new corporate-wide
benefit plans or any material changes to existing plans;
(e) to execute as it sees fit from time to time the powers and to discharge
the duties vested in it from time to time by the terms of any pension
or other benefit plan or arrangement affecting directors or employees
of the corporation;
(f) to review the compensation of the Chief Executive Officer, the
President and the Chairman of the Board and that of other employee
Directors and to make recommendations to the Board of Directors;
(g) to review and approve the recommendations of the Chief Executive
Officer on compensation for key executive officers;
(h) to review diversity representation at the senior and mid-management
level;
(i) to conduct an annual evaluation of the Chief Executive Officer;
(j) to review succession and development plans for Executive Management and
the Chief Executive Officer;
(k) to review candidate assessment and selection for key executive officer
positions;
(l) to review major organizational changes proposed by the Chief Executive
Officer, as appropriate; and
(m) to perform such functions as may be assigned to it from time to time by
the Board of Directors.
-14-
SECTION 4. Board Governance and Nominating Committee. There shall be a Board
Governance and Nominating Committee composed of such number of directors (no
more than two of which may be members of Executive Management) as the Board
of Directors, by resolution passed by vote of a majority of the entire Board,
may appoint. The Chief Executive Officer shall serve as a member of the
Committee.
The duties of this Committee shall be
(a) to review the size and composition of the Board of Directors and the
tenure of directors;
(b) to recommend criteria for qualifications for Board membership, such as
experience, affiliations, and personal characteristics;
(c) to review the qualifications of individual nominees for director as
recommended by the Chief Executive Officer or by a stockholder and to make
recommendations to the Board of Directors;
(d) to review the composition of the committees as recommended by the
Chief Executive Officer;
(e) to review the compensation and benefits of non-employee Directors and
to make recommendations to the Board of Directors; and
(f) to evaluate the effectiveness of the Board of Directors;
(g) to evaluate the responsibilities and effectiveness of Board Committees
and to make recommendations to the Board with respect thereto;
(h) to perform such other functions as may be assigned to it from time to
time by the Board of Directors.
SECTION 5. Community Investment Committee. The Board of Directors may
from time to time appoint a Community Investment Committee composed of not
less than three nor more than five directors.
The duties of the Committee shall be from time to time to review and
evaluate the policies established by the corporation's subsidiary banks
relating to the discharge by the subsidiary banks of their responsibilities
under the Community Reinvestment Act of 1977, as amended (Section 2901 et seq.
of Title 12 of the United States Code) and regulations thereunder, or any
other applicable Federal or state law or regulations thereunder relating to
substantially the same subject as the Community Reinvestment Act of 1977, as
amended, and oversee the implementation of such policies by the corporation's
subsidiary banks and make reports to the Board of Directors from time to time
of its findings and recommendations.
-15-
SECTION 6. Other Committees. The Board of Directors may, from time to
time, by resolution passed by the vote of a majority of the entire Board,
constitute such other standing or special committees as it deems desirable and
may dissolve any such committee by like resolution at its pleasure. Each such
committee shall have such authority and perform such duties not inconsistent
with law and these By-Laws as may be assigned to it by the Board of Directors.
Vacancies in any such committee shall be filled by resolution passed by the
vote of a majority of the entire Board. No such committee shall be granted or
shall exercise any authority which shall have been delegated to another
committee by these By-Laws or by resolution of the Board of Directors or
which, in the absence of such delegation, could not be exercised by the
Executive Committee.
SECTION 7. Changes in Committee Membership; Filling of Vacancies. The
Board of Directors by resolution passed by a vote of the majority of the
entire Board may at any time or from time to time
(a) increase or reduce the number of members of any committee, within
any applicable limits imposed by these By-Laws,
(b) remove any member from any committee,
(c) appoint a director to fill a vacancy in, or to be an additional
member of, any committee, and
(d) discharge any committee except a standing committee established
pursuant to this Article III.
SECTION 8. Records of Committee Action and Board of Directors' Approval.
Each committee appointed by the Board of Directors shall keep a record of its
acts and proceedings which shall be open for inspection at any time by any
director. Such record shall be submitted to the Board of Directors at such
time or times as may be required by these By-Laws or as may be requested by
the Board of Directors. Failure to submit such record, or failure of the
Board of Directors to approve any action indicated therein shall not
invalidate any action otherwise lawful, to the extent that it has been carried
out by the corporation prior to the time the record of such action was, or
should have been, submitted to the Board of Directors as herein provided. The
action of the Board of Directors at any meeting with respect to action taken
by any standing committee shall be recorded in the minutes of the meeting.
SECTION 9. Committee Proceedings. In the absence of specific provisions
in these By-Laws or regulations imposed by the Board of Directors, a committee
may meet and adjourn and otherwise regulate its meetings as it thinks fit. A
committee may appoint a chairman of its meetings if none has been appointed by
the Board of Directors or is designated elsewhere in this Article III. If no
such chairman has been appointed, or if at any meeting the chairman is not
present within five minutes after the time appointed for the holding of the
meeting, the members present may choose one of their number to be chairman of
the meeting. A quorum for the transaction of business at any meeting of a
committee shall be a majority of the fixed number of members
-16-
thereof for the time being (whether or not any seat is vacant) unless a
different rule shall have been adopted by a resolution passed by the vote of a
majority of the Board of Directors. A resolution passed by the vote of a
majority of the members present at the time of voting if a quorum is present
shall be the act of the committee. In the case of an equality of votes the
Chairman shall have a second or casting vote. A committee cannot sub-delegate
any of its powers or duties within its membership or to any other person or
persons unless authorized to do so by the Board of Directors or these By-Laws.
Committee members cannot vote by proxy.
SECTION 10. Action of Committees without a Meeting. Any action required
or permitted to be taken by a committee of the Board of Directors may be taken
without a meeting if all members of the committee consent thereto in writing
either before or after the action is taken and the writing or writings
evidencing such consent are filed with the minutes of proceedings of such
committee. For all purposes of these By-Laws, any such consent shall
constitute a resolution duly passed by such committee.
SECTION 11. General Authority of Committees. Any committee appointed by
the Board of Directors pursuant to this Article III shall be at liberty
(a) to meet and confer with employees of the corporation and its
subsidiaries on all matters relating to the work of the committee which
fall within the purview of such employees and to be informed by any of
them as to the policies, practices, and controls of the division or
department of the corporation or of the subsidiary of the corporation to
which he or she is assigned; and
(b) to examine all reports which are relevant to the work of the
committee (i) made by the corporation or any of its subsidiaries to
regulatory authorities and (ii) of examinations of the corporation or any
of its subsidiaries made by regulatory authorities.
ARTICLE IV
OFFICERS
SECTION 1. Titles and Qualifications. The officers of the corporation
shall be a Chief Executive Officer, a Chairman of the Board, a President, a
Treasurer, a Comptroller, a Clerk, a General Auditor, one or more Vice
Presidents of any rank and such other officers including one or more Vice
Chairmen as may be appointed from time to time in accordance with these By-
Laws. Except as otherwise provided by law, the duties of any two officers may
be discharged by the same person, but the President shall not serve at the
same time as Treasurer, Comptroller, or Clerk. The Chief Executive Officer,
the Chairman of the Board and the President must be directors.
SECTION 2. Appointment and Terms of Office. The Chief Executive
Officer, the Chairman of the Board, the President, any Vice Chairman, any
Executive Vice President, the Treasurer, the Comptroller, the Clerk and the
General Auditor shall be chosen by a majority vote of the entire Board at the
first meeting of the Board of
-17-
Directors following each annual meeting of stockholders (or special meeting of
stockholders in lieu of such annual meeting) or by the Board of Directors from
time to time and each shall serve at the pleasure of the Board unless he or
she sooner resigns, retires, dies, is removed or becomes disqualified. Other
officers may be appointed from time to time by the Board of Directors, the
Chairman of the Board, the Chief Executive Officer, the President, any Vice
Chairman, any Executive Vice President or any other Executive Officer. Each
other officer shall have such title, exercise such power and perform such
duties and hold office for such term as shall be determined by the Board or
the appointing officer as the case may be.
SECTION 3. Duties; Fidelity Bond. The duties and authority of each
officer of the corporation, other than as set forth in these By-Laws, shall be
prescribed and may be varied from time to time by the Board of Directors, or
the Chief Executive Officer, or the President, as the case may be. The Board
of Directors shall provide for such bond and fidelity insurance covering the
officers of the corporation and for the faithful and honest discharge of their
duties as the Board may determine. Such bonds or insurance may be in
individual, schedule or blanket form and the premiums therefor shall be paid
by the corporation.
SECTION 4. The Chief Executive Officer. The Chief Executive Officer of
the corporation shall have the general control and management of, and shall be
responsible to the Board for the conduct of, its business, affairs and
operations. The Chief Executive Officer shall report to the Board of
Directors on the business, affairs and financial condition of the corporation.
The Chief Executive Officer shall have such powers and shall perform such
duties as are usually incident to the Office of Chief Executive Officer and
such additional duties may be prescribed by law, the Articles of Organization
and these By-Laws or as may be conferred upon or assigned to him or her by the
Board of Directors. In the absence of the Chairman of the Board, the Chief
Executive Officer shall preside at meetings of the Board of Directors. The
Chief Executive Officer shall be a member of the Executive Committee and shall
preside at meetings of that Committee.
SECTION 5. The Chairman of the Board. The Chairman of the Board shall
preside at meetings of the Board of Directors. The Chairman of the Board
shall have such powers and shall perform such duties as may be prescribed by
law, the Articles of Organization and these By-Laws or as may be conferred
upon or assigned to him or her by the Board of Directors. The Chairman of the
Board shall have such additional responsibilities and shall discharge such
further duties as from time to time may be requested of him or her by the
Chief Executive Officer. The Chairman of the Board shall be a member of the
Executive Committee.
SECTION 6. The President and Chief Operating Officer. The President
shall be the Chief Operating Officer of the Corporation and shall have the day
to day responsibility for the control and management of its operations of the
Corporation. In the absence of the Chairman of the Board and the Chief
Executive Officer, the President shall preside at all meetings of the Board of
Directors. The President shall be subject to the direction of the Chief
Executive Officer under whose direct supervision he or she shall be. The
President shall perform such duties as may be
-18-
imposed on him or her by law, the Articles of Organization and these By-Laws
or as may be assigned to him or her by the Chief Executive Officer. He or she
shall have such powers and duties as are usually incident to the Office of
President and Chief Operating Officer.
SECTION 7. The Vice Chairmen. Each Vice Chairman shall perform the
duties imposed upon him or her by these By-Laws or assigned to him or her by
the Chief Executive Officer or the President. The Vice Chairmen shall be
senior in rank to the Vice Presidents of any rank.
SECTION 8. The Executive Officers. The Chief Executive Officer, the
Chairman of the Board, the President, any Vice Chairman, any Executive Vice
President, the Clerk, and such other Executive Officers as may be so
designated from time to time by the Board of Directors shall be the Executive
Officers of the corporation.
SECTION 9. The Treasurer. The Treasurer shall have custody and control
over all funds and securities of the corporation, maintain full and adequate
accounts of all moneys received and paid by him or her on account of the
corporation and, subject to the control of the Board of Directors shall
discharge all duties incident to the office of Treasurer. The Treasurer shall
have authority, in connection with the normal business of the corporation, to
sign or endorse negotiable instruments, contracts, leases and other documents.
The Treasurer shall render an account of his or her transactions to the Board
of Directors whenever and as often as may be requested.
SECTION 10. The Comptroller. The Comptroller shall be the chief
accounting officer of the corporation. He or she shall establish accounting
policy for the corporation, maintain complete and accurate books and records
concerning its financial transactions, prepare its financial statements and,
subject to the control of the Board of Directors, discharge all duties
incident to the office of the Comptroller. The Comptroller shall have
authority, in connection with the normal business of the corporation, to sign
or endorse negotiable instruments, contracts, leases and other documents.
SECTION 11. The Clerk and the Secretary of the Board of Directors. The
Clerk shall be the principal recording officer of the corporation. He or she
shall be the Secretary of the Board of Directors and of the Executive
Committee and of the Audit Committee. He or she shall attend and keep minutes
of all proceedings at meetings of the stockholders, the Board of Directors,
the Executive Committee and of each committee appointed by the Board of
Directors which shall not have appointed any other person to serve as its
secretary. The Clerk shall have charge of the corporate seal, minute books of
the corporation and of such other corporate records, books and papers as the
Board of Directors or the Executive Committee may order to be kept in his or
her custody or under his or her control. The Clerk shall have authority to
affix the seal of the corporation to all instruments executed under seal and
to attest thereto. As required by law, these By-Laws or the Board of
Directors, the Clerk shall give or cause to be given notice to the
stockholders of each annual and special meeting and to the directors of each
regular and special meeting of the Board of Directors except the first meeting
after their election in each year; and the Clerk shall perform such other
-19-
duties as may be imposed upon him or her by law, these By-Laws, the Board of
Directors, the Audit Committee or the Chief Executive Officer, under whose
direct supervision he or she shall be. The Clerk shall be a resident of the
Commonwealth of Massachusetts unless a resident agent has been appointed by
the corporation pursuant to law to accept service of process.
SECTION 12. The General Auditor. The General Auditor shall direct the
internal audit activities of the corporation and shall provide the Audit
Committee with objective and timely information to aid in measuring and
evaluating the operations of the corporation. In the conduct of this
responsibility, the General Auditor shall perform such duties as may be
imposed upon him or her by these By-Laws, the Board of Directors and the Audit
Committee. To assure the professional independence of the General Auditor, he
or she shall report directly and solely to the Audit Committee. For purposes
of internal administration, the General Auditor shall report to a senior
officer of the corporation other than the Chairman of the Board, the Chief
Executive Officer, or the President.
SECTION 13. The Vice Presidents. Each Vice President of whatever rank
shall perform the duties imposed upon him or her by these By-Laws or assigned
to him or her by the Board of Directors, the Chief Executive Officer or the
President. The Executive Vice President shall be senior in rank to all other
Vice Presidents including Senior Vice Presidents.
SECTION 14. The Assistant Treasurers and Assistant Clerks. Each
Assistant Treasurer shall perform such duties as may be assigned to him or her
by the Board of Directors, the Chief Executive Officer, the President or the
Treasurer. Each Assistant Clerk shall perform such duties as may be assigned
to him or her by the Board of Directors, the Chief Executive Officer or the
Clerk, and shall have the authority to affix the seal of the corporation to
all instruments executed under seal and to attest thereto.
SECTION 15. Resignation. Any officer may resign at any time by giving
written notice to the Chairman of the Board, the Chief Executive Officer, the
President or the Clerk. The resignation of any officer shall take effect upon
its receipt or on any later date specified therein; and unless otherwise
specified therein, the acceptance of such resignation shall not be required to
make it effective.
SECTION 16. Vacancies. Any vacancy occurring in the offices of the
Chairman of the Board, the Chief Executive Officer, the President, the
Treasurer, the Comptroller, the Clerk and the General Auditor shall be
promptly filled by the Board of Directors. Any vacancy occurring in the
offices of Vice Chairmen, Executive Vice Presidents, or other Executive
Officers not specifically referred to in the preceding sentence may be filled
by the Board of Directors. Except for those offices to be filled by the Board
of Directors, the Chief Executive Officer may fill any vacancy occurring in
any office by reason of death, resignation, retirement or other cause and may,
in his or her discretion, leave offices unfilled for such period as he or she
may determine.
-20-
SECTION 17. Compensation of Officers, Employees and Other Agents. The
Board of Directors shall have power to fix, and to vary from time to time, the
compensation of all officers, employees and other agents of the corporation
for their services as such.
SECTION 18. Designated Officer. The term designated officer of the
corporation, whenever it appears in a resolution or vote of the Board of
Directors of the corporation shall refer to any one of the Chief Executive
Officer, Chairman of the Board, the President, any Vice Chairman, the
Treasurer, an Assistant Treasurer, the Comptroller, any Vice President of
whatever rank, the Clerk, an Assistant Clerk, the Secretary of the Board of
Directors, the General Counsel and the General Auditor unless the resolution
or vote of the Board of Directors otherwise provides.
ARTICLE V
STOCK
SECTION 1. Stock Certificates. Each stockholder shall be entitled to a
certificate or certificates of stock of the corporation in such form as the
Board of Directors may from time to time prescribe. Each certificate shall be
numbered and entered in the books of the corporation as it is issued, shall
state the holder's name and the number and the class and the designation of
the series, if any, of his or her shares, shall be signed by the Chairman of
the Board, the Chief Executive Officer, the President or a Vice President of
any rank and by the Treasurer or an Assistant Treasurer and may, but need not,
be sealed with the seal of the corporation. If any stock certificate is
signed by a transfer agent, or by a registrar, other than a director, officer
or employee of the corporation, the signatures of the officers of the
corporation may be facsimiles. In case any officer who has signed or whose
facsimile signature has been placed on any certificate shall have ceased to be
such officer before such certificate is issued, it may nevertheless be issued
by the corporation and delivered with the same effect as if he or she were
such officer at the time of issue. Every certificate of stock which is
subject to any restriction on transfer pursuant to the Articles of
Organization, these By-Laws or any agreement to which the corporation is a
party, or which is issued while the corporation is authorized to issue more
than one class or series of stock, shall have the restriction noted
conspicuously on the certificate and shall also set forth on the face or back
the full text of the restriction or the preferences, voting powers,
qualifications and special or relative rights of each class or series or,
alternatively, a statement of the existence of such restriction and such
preferences, powers, qualifications and rights and a statement that the
corporation will furnish a copy of the restriction and such preferences,
powers, qualifications and rights to the holder of such certificate upon
written request and without charge.
SECTION 2. Transfer of Stock. Subject to any applicable transfer
restrictions at the time in force, shares of stock of the corporation shall be
transferable upon its books by the holders thereof in person or by their duly
authorized attorneys or legal representatives. Such transfer shall be
effected by delivery of the old certificate, together with a duly executed
assignment and power to transfer endorsed thereon or attached thereto and with
such proof of the authenticity of the signature and such
-21-
proof of authority to make the transfer as the corporation or its agents may
reasonably require, to the person in charge of the stock and transfer books
and ledgers or to such other person as the Board of Directors may designate,
who shall thereupon cancel the old certificate and issue a new certificate.
The corporation may treat the holder of record of any share or shares of stock
as the owner of such stock, and shall not be bound to recognize any equitable
or other claim to or interest in such share on the part of any other person,
whether or not it shall have express or other notice thereof, or otherwise,
save as expressly provided by law.
SECTION 3. Transfer Agent and Registrar; Regulations. The corporation
shall, if and whenever the Board of Directors shall so determine, maintain one
or more transfer offices or agencies, each in charge of a transfer agent
designated by the Board of Directors at which the shares of the capital stock
of the corporation shall be transferable, and also one or more registry
offices, each in charge of a registrar designated by the Board of Directors,
where such shares of stock shall be registered, and no certificate for shares
of the capital stock of the corporation in respect of which a registrar and
transfer agent shall have been designated, shall be valid unless countersigned
by such transfer agent and registered by such registrar. The Board of
Directors may also make such additional rules and regulations as it may deem
expedient concerning the issue, transfer and registration of certificates for
shares of the capital stock of the corporation.
SECTION 4. Lost, Mutilated or Destroyed Certificates. No certificate
for shares of stock of the corporation shall be issued in place of any
certificate alleged to have been lost, mutilated or destroyed, except upon
production of such evidence of the loss, mutilation or destruction and upon
indemnification of the corporation and its agents to such extent and in such
manner as the Board of Directors may prescribe and as permitted by law.
SECTION 5. Record Date for Determination of Stockholders' Rights; Close
of Transfer Books. The Board of Directors may fix in advance a date, not
exceeding 60 days preceding the date of any meeting of stockholders, or the
date fixed for the payment of any dividend, or the making of any other
distribution to stockholders, or the date for the allotment of rights, or the
date when any change or conversion or exchange of capital stock shall go into
effect, or the last day on which the consent or dissent of stockholders may be
effectively expressed for any purpose, as the record date for the
determination of the stockholders entitled to notice of, and to vote at, any
such meeting and any adjournment thereof, or entitled to receive payment of
any such dividend or distribution, or receive any such allotment of rights, or
as the last day on which stockholders may effectively exercise rights in
respect of any such change or conversion or exchange of capital stock, or as
the last day on which they may effectively express such consent or dissent,
and in such case only stockholders of record on the date so fixed shall be so
entitled, notwithstanding any transfer of stock on the books of the
corporation after the date fixed as aforesaid. In lieu of fixing such a
record date or last day, the Board of Directors may close the transfer books
for all or any part of such period.
If no record date is fixed and the transfer books are not closed:
-22-
(i) The record date for determining stockholders having the right to
notice of or to vote at a meeting of stockholders shall be at the close
of business on the date next preceding the day on which notice is given.
(ii) The record date for determining stockholders for any other
purpose shall be at the close of business on the day on which the Board
of Directors acts with respect thereto.
SECTION 6. Dividends. Dividends upon the capital stock of the
corporation, subject to the provisions of the Articles of Organization, may be
declared by the Board of Directors at any regular or special meeting, payable
in cash, in property, or in shares of the capital stock, subject to the
limitations, if any, imposed by law or the Articles of Organization. Before
payment of any dividends, there may be set aside out of any funds of the
corporation available for dividends, such sum or sums as the Board of
Directors from time to time, in its absolute discretion, thinks proper as a
reserve or reserves to meet contingencies, or for equalizing dividends, or for
repairing or maintaining any property of the corporation, or for such other
purpose as the Board of Directors shall think conducive to the interests of
the corporation, and the Board of Directors may modify or abolish any such
reserve.
SECTION 7. Control Share Acquisitions. Until such time as this Section
7 shall be repealed or these By-Laws shall be amended to provide otherwise, in
each case in accordance with Article VII of these By-Laws, the provisions of
Chapter 110D of the Massachusetts General Laws shall not apply to "control
share acquisitions" of the corporation within the meaning of said Chapter
110D.
ARTICLE VI
GENERAL PROVISIONS
SECTION 1. Offices. The principal office of the corporation shall be in
the City of Boston, County of Suffolk, Commonwealth of Massachusetts. The
corporation may also have offices at such other place or places within or
without the Commonwealth of Massachusetts as the Board of Directors may from
time to time determine.
SECTION 2. Seal. The seal of the corporation shall be in the following
form:
[seal]
When authorized by the Board of Directors and to the extent permitted by law
and these By-Laws, a facsimile of the corporate seal may be affixed or
reproduced.
-23-
SECTION 3. Fiscal Year. The fiscal year of the corporation shall be
coincident with the calendar year unless another fiscal year shall have been
fixed by the Board of Directors.
SECTION 4. Execution of Instruments. All contracts, conveyances,
promises or orders for the payment of money or other obligations authorized by
the Board of Directors to be executed or endorsed by an officer of the
corporation in its behalf shall be executed or endorsed by any one of the
Chief Executive Officer, the Chairman of the Board, the President, any Vice
Chairman, any Vice President of whatever rank, the Treasurer and the Clerk,
except as the Board of Directors may generally or in particular cases
otherwise determine and except that checks drawn on any dividend and special
accounts may bear the facsimile signature, affixed thereto by a mechanical
device, of such officer or agent as the Board of Directors shall authorize,
and except also that bonds, notes, debentures or other evidences of
indebtedness authenticated by a manual signature on behalf of a trustee or an
authenticating agent appointed by the Board of Directors may bear such
facsimile signature or signatures of such officer or officers of the
corporation as the Board of Directors shall authorize.
SECTION 5. Voting of Securities. Unless otherwise ordered by the Board
of Directors, the Chief Executive Officer, the Chairman of the Board, the
President, each Vice Chairman, the Treasurer, each Executive Officer, each
Vice President of any rank, and the Clerk, each acting alone, shall have
authority on behalf of the corporation (a) to attend and act and vote in
person for the corporation and as its duly appointed agent and attorney-in-
fact at any meeting of the holders of securities or creditors of any person
(as hereinafter defined) any securities of whom are owned or held with power
to vote by the corporation or any indebtedness of whom is owed to the
corporation, (b) to appoint, by an instrument in writing, a proxy or several
proxies to attend and act and vote for the corporation at any such meeting and
(c) to execute and deliver in the name and on behalf of the corporation any
consent or waiver by the corporation as a security holder or creditor of any
such person. As used in this Section, the word "person" includes a natural
person, a corporation, a company, a partnership, a voluntary association, a
proprietorship, a trust, an estate, a government (national, state, regional or
local) or a department or agency thereof, and any other form of legal entity
however designated and wherever formed or existing. Each officer named in
this Section and each person designated by any such officer as a proxy for
this corporation shall have and may exercise at any such meeting any and all
rights and powers incident to the ownership of such securities or indebtedness
which an owner would have if personally present.
SECTION 6. Powers of Attorney. The Chief Executive Officer, the
Chairman of the Board, the President, each Vice Chairman, any Executive Vice
President, any Executive Officer, or the Clerk may from time to time and at
any time by power of attorney appoint any person (as defined in Section 6 of
this Article VI) or persons to be the attorney or attorneys of the corporation
for such purposes and with such powers, authorities and discretions (not
exceeding those vested in or exercisable by the Board of Directors) and for
such period and subject to such conditions as the officer making such
appointment may think fit, and any such power of attorney may contain such
-24-
provisions for the protection and convenience of persons dealing with such
attorney or attorneys as the officer making such appointment may think it and
may also authorize any such attorney to appoint a substitute or substitutes
and to delegate all or any of the powers, authorities and discretions vested
in any such attorney or attorneys, except such power of substitution (without
prejudice to the power of such attorney or attorneys to exercise concurrently
any of the powers delegated and to revoke or vary any such appointment). The
Chief Executive Officer, the Chairman of the Board, the President, each Vice
Chairman, any Executive Vice President, any Executive Officer, or the Clerk
may at any time revoke any power of attorney executed by any of those officers
currently or formerly in office, provided that no such revocation shall
invalidate any act performed by the attorney or attorneys (or any substitute
or substitutes appointed thereunder) in the exercise of the powers conferred
thereby between the revocation thereof and the time such revocation becomes
known to the attorney or attorneys, or to any such substitute or substitutes,
and any such power of attorney shall at all times be conclusively binding on
the corporation and its successors in favor of third parties who have not
received notice of the revocation thereof.
SECTION 7. Issue of Debt Securities and Other Obligations. The Board
of Directors shall have the power to authorize and cause to be executed and
issued bonds, notes, debentures, warrants, guaranties or other obligations of
the corporation, secured or not secured, upon such terms, in such manner and
upon such conditions as may be fixed or approved by vote of the Board of
Directors or of the Executive Committee prior to the issue thereof.
SECTION 8. Corporate Records. The original, or attested copies, of the
Articles of Organization, By-Laws and records of all meetings of incorporators
and stockholders, and stock and transfer records, which shall contain the
names of all stockholders and the record address and the amount of stock held
by each, shall be kept in the Commonwealth of Massachusetts at the principal
office of the corporation, or at an office of its Clerk, its resident agent or
its transfer agent. Such copies and records need not all be kept in the same
office. They shall be available at all reasonable times for inspection by any
stockholder for any proper purpose. They shall not be available for
inspection to secure a list of stockholders or other information for the
purpose of selling such list or information or copies thereof or of using the
same for a purpose other than in the interest of the applicant, as a
stockholder, relative to the affairs of the corporation.
SECTION 9. Indemnification of Directors, Officers and Others. (a) The
corporation shall, to the extent legally permissible, indemnify each of the
directors and officers of the corporation against all liabilities and
expenses, including amounts paid in satisfaction of judgments, in compromise
or as fines and penalties, and counsel fees, reasonably incurred by such
director or officer in connection with the defense or disposition of any
action, suit or other proceeding, whether civil or criminal, in which such
director or officer may be involved or with which such director or officer may
be threatened, while in office or thereafter, by reason of such director or
officer being or having been such a director or officer of the corporation or
by reason of such director or officer serving or having served at the request
of the corporation as a director,
-25-
officer or trustee of a wholly owned subsidiary of the corporation or having
served in any capacity with respect to any employee benefit plan maintained by
the corporation or any wholly owned subsidiary of the corporation, except with
respect to any matter as to which such director or officer 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 interest of the
corporation or of such subsidiary or, to the extent that such matter relates
to service with respect to any such employee benefit plan, in the best
interest of the participants or beneficiaries of such employee benefit plan;
provided, however, that as to any matter disposed of by a compromise payment
by such director or officer, pursuant to a consent decree or otherwise, no
indemnification either for said payment or for any other expenses shall be
provided unless such indemnification shall be ordered by a court or unless
such compromise shall be approved as in the best interest of the corporation,
after notice that it involves such indemnification: (i) by a disinterested
majority of the directors of the corporation then in office; or (ii) by a
majority of the disinterested directors of the corporation then in office,
provided that there has been obtained an opinion in writing of independent
legal counsel to the effect that such director or officer appears to have
acted in good faith in the reasonable belief that his or her action was in the
best interest of the corporation; or (iii) by the holders of a majority of the
outstanding stock at the time entitled to vote for directors, voting as a
single class, exclusive of any stock owned by any interested director or
officer. Expenses, including counsel fees, reasonably incurred by any director
or officer of the corporation in connection with the defense or disposition of
any such action, suit or other proceeding shall be paid from time to time by
the corporation in advance of the final disposition thereof upon receipt of an
undertaking by such director or officer to repay the amounts so paid to the
corporation if it is ultimately determined that indemnification for such
expenses is not authorized under this paragraph (a). If in an action, suit or
proceeding brought by or in the right of the corporation, a director of the
corporation is held not liable for monetary damages, whether because that
director is relieved of personal liability under the provisions of Article 6
of the Articles of Organization of the corporation or otherwise, that director
shall be deemed to have met the standard of conduct set forth above and to be
entitled to indemnification for expenses reasonably incurred in the defense of
such action, suit or proceeding.
(b) The corporation shall, to the extent legally permissible, indemnify
each person who serves at the request of the corporation as a director of any
wholly-owned subsidiary of the corporation or in any capacity with respect to
any employee benefit plan maintained by the corporation or any such
subsidiary, and the Board of Directors of the corporation may, to the extent
legally permissible, indemnify any person who serves as a trustee, employee or
agent of the corporation or who serves at the request of the corporation as an
officer, trustee, employee or agent of any wholly-owned subsidiary of the
corporation, against all liabilities and expenses, including amounts paid in
satisfaction of judgments, in compromise or as fines and penalties, and
counsel fees, reasonably incurred by such person in connection with the
defense or disposition of any action, suit or other proceeding, whether civil
or criminal, in which such person may be involved or with which such person
may be threatened, while in office or thereafter, by reason of such person
being or having been a trustee, employee or agent of the corporation or a
director, officer, trustee, employee or agent of such subsidiary
-26-
or having acted in any such capacity with respect to any such employee benefit
plan, except with respect to any matter as to which such person 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 interest of the
corporation or of such subsidiary or, to the extent that such matter relates
to service with respect to any such employee benefit plan, in the best
interest of the participants or beneficiaries of such employee benefit plan.
Expenses, including counsel fees, reasonably incurred by any person who serves
at the request of the corporation as a director of a wholly-owned subsidiary
of the corporation or in any capacity with respect to any employee benefit
plan maintained by the corporation or any such subsidiary in connection with
the defense or disposition of any such action, suit or other proceeding shall,
and if incurred by a person who serves as a trustee, employee or agent of the
corporation or who serves at the request of the corporation as an officer,
trustee, employee or agent of a wholly-owned subsidiary of the corporation
may, in each case to the extent legally permissible, be paid from time to time
by the corporation in advance of the final disposition thereof upon receipt of
an undertaking by such person to repay the amounts so paid to the corporation
if it is ultimately determined that indemnification for such expenses is not
authorized under this Section. Except as hereinafter provided in this
paragraph (b), indemnification of persons who serve as a trustee, employee or
agent of the corporation or who serve at the request of the corporation as an
officer, trustee, employee or agent of a wholly-owned subsidiary of the
corporation under this paragraph (b) shall be made by the corporation only as
authorized by the Board of Directors of the corporation in each specific case.
To the extent that any person who serves at the request of the
corporation as an officer or trustee of any wholly owned subsidiary of the
corporation has been wholly successful in the defense of any action, suit or
proceeding referred to above in this paragraph (b) or of any claim or issue
therein, such person shall, without further authorization of the Board of
Directors of the corporation, be indemnified by the corporation as herein
above provided upon presentation to the Board of Directors of the corporation
of a claim for indemnification and evidence reasonably satisfactory to the
Board of Directors of the corporation of such wholly successful defense. As
used in this paragraph (b) the term "wholly successful" means that the action,
suit or proceeding or the claim or issue has been finally terminated without a
finding of liability or guilt against the person seeking indemnification and
the time for taking an appeal or other court or administrative action therein
has expired or, in the case of a threatened proceeding, a reasonable period of
time, determined by independent legal counsel selected by the Board of
Directors of the corporation, has elapsed since the threat was made without
the proceeding having been instituted and, in either case, without any payment
or promise having been made to induce a settlement or compromise.
(c) As used in this Section, the terms "director", "officer", "trustee",
"employee" and "agent" include the relevant individual's heirs, executors and
administrators, an "interested" director or officer is one against whom in
such capacity the proceedings in question or another proceeding on the same or
similar grounds is then pending, and a "wholly-owned subsidiary" means any
corporation, business trust, partnership or other business entity of which the
corporation owns directly or through one or more
-27-
wholly-owned subsidiaries all of the outstanding capital stock or other shares
of beneficial interest (other than directors' qualifying shares) entitled to
vote generally. All directors, officers, trustees, employees and agents of
wholly-owned subsidiaries of the corporation and persons who serve in any
capacity with respect to any employee benefit plan maintained by the
corporation or any such subsidiary shall be deemed to serve or to have served
in such capacity at the request of the corporation. The indemnification by the
corporation provided for in this Section 9 shall not be exclusive of or affect
any other rights to which any director, officer, trustee, employee, agent or
pension plan fiduciary or other person may be entitled. Nothing contained in
this Section shall either limit the power of the corporation to indemnify
corporate personnel other than directors and officers or affect any rights to
indemnification by the corporation to which corporate personnel other than
directors, officers, trustees, employees and agents of the corporation and
persons who serve at the request of the corporation as directors, officers,
trustees, employees or agents of wholly-owned subsidiaries of the corporation
or in any capacity with respect to any employee benefit plan maintained by the
corporation or any such subsidiary may be entitled by contract or otherwise
under law.
ARTICLE VII
AMENDMENTS
SECTION 1. General. These By-Laws may be amended, added to or repealed
in whole or in part (a) by vote of the stockholders at a meeting where the
substance of the proposed amendment is stated in the notice of the meeting, or
(b) by vote of a majority of the entire Board, except that no amendment may be
made by the Board of Directors on matters reserved to the stockholders by law
or the Articles of Organization or which changes the provisions of these By-
Laws relating to the removal of directors or to the requirements for amendment
of these By-Laws. Notice of any amendment, addition or repeal of any By-Law
by the directors stating the substance of such action shall be given to all
stockholders entitled to vote on amending the By-Laws not later than the time
when notice is given of the meeting of stockholders next following such action
by the Board of Directors. Any By-Law adopted by the directors may be amended
or repealed by the stockholders.
ARTICLE VIII
EMERGENCY BY-LAWS
SECTION 1. Effective Period. The emergency By-Laws set forth in this
Article VIII shall be effective only during the continuance of a national
emergency proclaimed by the President of the United States of America or by
other governmental authority following an attack on the United States of
America or another catastrophic event as a result of which a regular quorum of
the Board of Directors or of the Executive Committee cannot readily be
convened. During any such emergency, the provisions of this Article VIII
shall supersede any different provisions contained in the preceding Articles
of these By-Laws.
-28-
SECTION 2. Meetings of the Board of Directors. During any such
emergency, a meeting of the Board of Directors may be called by any director
or officer who deems it necessary. The meeting shall be held at such time or
place as the person calling the meeting may specify in giving notice thereof.
Such notice may be given in writing or orally and by such means of
communication (including announcement by radio) as in the judgment of the
person giving the same are then feasible to reach as many of the directors as
it is reasonably possible to reach under the prevailing circumstances. Two
directors shall constitute a quorum for the transaction of business at any
such meeting.
SECTION 3. Emergency Location of Head Office. With effect during any
such emergency, the Board of Directors may change the location of the Head
Office of the corporation or designate one or more alternative locations or
authorize one or more officers to do so.
SECTION 4. Preservation of Continuity of Management. In order to
preserve continuity of management of the corporation during any such
emergency, the Board of Directors may provide and from time to time change
lines of succession in management in the event that during such emergency any
or all of the officers shall die or be missing or for any reason be rendered
incapable of discharging his or her or their respective duties.
SECTION 5. Immunity. No director, officer or employee of the
corporation acting in accordance with these emergency By-Laws shall be liable
for any act or omission except willful misconduct.
SECTION 6. Amendment of Emergency By-Laws. The provisions of this
Article VIII can be amended or repealed during any emergency by resolution of
the directors or the shareholders but no such amendment or repeal shall
prejudice any rights or immunities acquired by any director, officer or
employee under Section 5 of this Article VIII in respect of action taken or
omitted by him or her prior to such amendment or repeal. Any such amendment
may make such further or different provisions as may be deemed to be practical
and necessary to deal with the circumstances of the emergency.