Exhibit 3.3 contains the Articles of Consolidation of the Bank and Hyannis
Trust Company, dated April 23, 1964 and the latest Articles of Amendment, dated
April 24, 1987. Other documents which make up the Articles of Organization of
the Bank include the following: (i) Articles of Amendment, dated April 17, 1986,
increasing the number of authorized shares of Common Stock to 3,000,000 shares;
(ii) Articles of Amendment, dated May 21, 1984, decreasing the par value of the
Common Stock from $5 per share to $2.50 par value per share and increasing the
authorized shares of Common Stock to 1,500,000 shares; (iii) Articles of
Amendment, dated, March 22, 1982, increasing the number of authorized shares of
Common Stock to 330,000 and decreasing the par value from $10 to $5 per share;
(iv) Articles of Amendment, dated May 2, 1979, increasing the number of
authorized shares of Common Stock to 270,000; (v) Articles of Merger, dated
April 24, 1978, merging the Bank with The Buzzards Bay National Bank; (vi)
Articles of Amendment, dated December 2, 1949, increasing the authorized shares
of Common Stock to 1250; and (vii) Articles of Organization, dated July 26,
1920. These documents may be obtained by contacting John Burnett, Secretary,
Cape Cod Bank and Trust Company, 307 Main Street, Hyannis, MA, 02601, telephone
(508) 394-1300.
The Commonwealth of Massachusetts
Kevin H. White
Secretary of the Commonwealth
STATE HOUSE BOSTON, MASS.
AMENDMENT--ARTICLES OF CONSOLIDATION
OF
Hyannis Trust Company
AND Cape Cod Trust Company
INTO Hyannis Trust Company (the name of which is to be changed to Cape Cod Bank
and Trust Company in the consolidation)
PURSUANT TO SECTION FORTY-SIX B OF CHAPTER ONE HUNDRED AND FIFTY-SIX OF THE
GENERAL LAWS and Section Thirty-eight of Chapter One Hundred and Seventy-Two of
the General Laws
[NOTE-- These articles must be submitted to the State Secretary within
thirty days of the date of the last of the stockholders' meetings at which they
were approved.
Within twenty days of the filing of the articles with the State Secretary,
the consolidated corporation must file a certified copy thereof, or in lieu of
such certified copy, a certificate issued pursuant to section forty-six F issued
by the Secretary, in the registry of deeds in every district in which real
property of any constituent corporation is situated.]
We, the undersigned, President, Treasurer, and a majority of the Board of
Directors of each of the following corporations organized under the laws of The
Commonwealth of Massachusetts, to wit:
Hyannis Trust Company, located at Hyannis in the Town and County of Barnstable,
and Cape Cod Trust Company, located at Harwich Port in the county of Barnstable,
hereby certify that each of such corporations, at a meeting in each case duly
called for the purpose, by affirmative vote of at least two thirds* of each
class of its stock outstanding and entitled to vote, approved these Articles of
Consolidation upon the filing of which with the written approval of the
Commissioner of Banks of said Commonwealth, as provided by law the consolidation
of such corporations into one surviving constituent corporation upon the terms
and conditions hereinafter set forth becomes effective.
*If the agreement of association or act of incorporation requires a larger
vote, insert a statement of compliance with such requirement.
2
The name by which the consolidated corporation shall be known is Cape Cod
Bank and Trust Company.
The location of the principal office of the consolidated corporation in
Massachusetts is to be in Hyannis in the town of Barnstable, and outside
Massachusetts , the city or town of None, State of .
--------------
[The business address of the consolidated corporation is to be 307 Main
Street, Hyannis, Massachusetts
If such business address is not yet determined, give the name and business
address of the treasurer or other officer to receive mail.]
- - --------------------------------------------------------------
Name and title of officer to receive mail and his complete business address.
The total number of shares which each corporation included in the
consolidation has been authorized to issue, the par value, if any, the terms
thereof, and the amount of stock issued, set forth in the manner required by
General Laws, Chapter 156, Section 44, are as follows:
Hyannis Trust Company
- - -----------------------------------------------------------------------------------------------------------------
Installment Stock Full Paid Stock
--------------------------------------------------------------
Number of Shares Issued for
-----------------------------------
Total
Par Total Number Number Amount
Value if Number of of of Paid
Class of no par, so Shares Shares Shares Thereon In Services or
Stock state Authorized Issued Issued Cash Cash Property Expenses
- - -----------------------------------------------------------------------------------------------------------------
Preferred none none none none none none none
- - -----------------------------------------------------------------------------------------------------------------
- - -----------------------------------------------------------------------------------------------------------------
Common $100 3000 3000 none none 3000 none none
- - -----------------------------------------------------------------------------------------------------------------
- - -----------------------------------------------------------------------------------------------------------------
Terms of issue description of property, and statement of nature of services or
expenses:
(Attach rider if more space is needed.)
See - Articles of Organization filed in Office of the Secretary of The
Commonwealth May 24, 1916, and three Articles of Amendment -
Increase of Capital - filed in said Office in January 18, 1923,
January 17, 1929, and January 31, 1957, respectively.
3
Cape Cod Trust Company
- - -----------------------------------------------------------------------------------------------------------------
Installment Stock Full Paid Stock
--------------------------------------------------------------
Number of Shares Issued for
-----------------------------------
Total
Par Total Number Number Amount
Value if Number of of of Paid
Class of no par, so Shares Shares Shares Thereon In Services or
Stock state Authorized Issued Issued Cash Cash Property Expenses
- - -----------------------------------------------------------------------------------------------------------------
Preferred none none none none none none none
- - -----------------------------------------------------------------------------------------------------------------
- - -----------------------------------------------------------------------------------------------------------------
Common $100 1250 1250 none none 1250 none none
- - -----------------------------------------------------------------------------------------------------------------
- - -----------------------------------------------------------------------------------------------------------------
Terms of issued description of property, and statement of nature of services or
expenses:
(Attach rider if more space is needed.)
See - Articles of Organization filed in Office of the Secretary of The
Commonwealth July 26, 1920, and Articles of Amendment - Increase
of Capital- filed in said Office in December 2, 1949.
4
The Commonwealth of Massachusetts
OFFICE OF THE MASSACHUSETTS SECRETARY OF STATE
MICHAEL JOSEPH CONNOLLY, Secretary
ONE ASHBURTON PLACE, BOSTON, MASS. 02108
FEDERAL IDENTIFICATION
NO. 04-1465780
ARTICLES OF AMENDMENT
General laws, Chapter 156B, Section 72 and Chapter 172, Section 24
This certificate must be submitted to the Secretary of the Commonwealth
within sixty days after the date of the vote of stockholders adopting the
amendment. The fee for filing this certificate is prescribed by General Laws,
Chapter 156B, Section 114. Make check payable to the Commonwealth of
Massachusetts.
____________
We, James H. Rice, President and John S. Burnett, Secretary
Cape Cod Bank & Trust Company located at 307 Main Street, Hyannis,
Barnstable County, Massachusetts 02601 do hereby certify that the following
amendment to the articles of organization of the corporation was duly adopted at
a meeting held on April 16, 1987, by vote of
2,020,814 shares of Common Capital out of 2,408,343 shares outstanding,
being at least a majority of each class outstanding and entitled to vote
thereon:
5
TO CHANGE the number of shares and the par value, if any, of each class of stock
within the corporation fill in the following:
The total presently authorized is:
- - ------------------------------------------------------------------
NO PAR VALUE
NUMBER WITH PAR VALUE
KIND OF STOCK OF SHARES NUMBER OF SHARES PAR VALUE
- - ------------------------------------------------------------------
COMMON 3,000,000 2.50
- - ------------------------------------------------------------------
- - ------------------------------------------------------------------
- - ------------------------------------------------------------------
PREFERRED
- - ------------------------------------------------------------------
- - ------------------------------------------------------------------
- - ------------------------------------------------------------------
CHANGE the total to:
- - ------------------------------------------------------------------
NO PAR VALUE
NUMBER WITH PAR VALUE
KIND OF STOCK OF SHARES NUMBER OF SHARES PAR VALUE
- - ------------------------------------------------------------------
COMMON 6,000,000 2.50
- - ------------------------------------------------------------------
- - ------------------------------------------------------------------
- - ------------------------------------------------------------------
PREFERRED
- - ------------------------------------------------------------------
- - ------------------------------------------------------------------
- - ------------------------------------------------------------------
The number of common capital stock was increased from THREE MILLION (3,000,000)
shares to SIX MILLION (6,000,000.00) shares.
Par Value of all common capital stock remained TWO DOLLARS FIFTY CENTS ($2.50)
per share.
6
The foregoing amendment will become effective when these articles of
amendment are filed in accordance with Chapter 156B, Section 6 of The General
Laws unless these articles specify, in accordance with the vote adopting the
amendment, a later effective date not more than thirty days after such filing,
in which event the amendment will become effective on such later date.
IN WITNESS WHEREOF AND UNDER THE PENALTIES OF PERJURY, we have hereto
singed our names this 24th day of April, in the year 1987
/s/ James H. Rice President
- - -----------------------------------------------------
/s/ John S. Burnett Secretary
- - -----------------------------------------------------
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I hereby approve the within Articles of Amendment.
/s/ Andrew J. Calamare
---------------------------------
Andrew J. Calamare
Commissioner of Banks
The Commonwealth of Massachusetts
THE COMMONWEALTH OF MASSACHUSETTS
ARTICLES OF AMENDMENT
(General Laws, Chapter 156B, Section 72) and Chapter 172 Section 24
I hereby approve the within articles of amendment and, the filing fee in
the amount of $3750.00 having been paid, said articles are deemed to have been
filed with me this 7th day of May, 1987.
/s/ Michael Joseph Connolly
MICHAEL JOSEPH CONNOLLY
Secretary of State
TO BE FILED IN BY CORPORATION
PHOTO COPY OF AMENDMENT TO BE SENT TO:
James B. Richardson, Esquire
101 Tremont Street, Suite 306
Boston, MA 02108
Telephone: (617) 542-9092
8