EXHIBIT 3.3
AMENDED AND RESTATED CHARTER
OF
CAMBRIDGEPORT BANK
Effective as of _____________________________
TABLE OF CONTENTS
ARTICLE 1. Corporate Title ............................................... -1-
ARTICLE 2. Office ........................................................ -1-
ARTICLE 3. Powers. ....................................................... -1-
ARTICLE 4. Duration ...................................................... -1-
ARTICLE 5. Capital Stock ................................................. -1-
5.1 Common Stock ..................................................... -2-
5.2 Preferred Stock .................................................. -2-
ARTICLE 6. Stockholder Approval for Certain Events ....................... -4-
ARTICLE 7. Preemptive Rights ............................................. -4-
ARTICLE 8. Directors ..................................................... -4-
ARTICLE 9. Indemnification ............................................... -5-
ARTICLE 10. Acting as a Partner .......................................... -5-
ARTICLE 11. Stockholders' Meetings ....................................... -5-
ARTICLE 12. Amendment of Charter ......................................... -5-
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AMENDED AND RESTATED CHARTER
OF
CAMBRIDGEPORT BANK
WHEREAS, a Charter was granted in the year 1853 to incorporate
Cambridgeport Bank (hereinafter, the "Original Bank") as a Massachusetts savings
bank; and
WHEREAS, in 1994 the Original Bank, in accordance with chapter 167H of the
Massachusetts General Laws and all other applicable law, reorganized into a
mutual holding company (the "Mutual Holding Company") by establishing this bank
as a subsidiary banking institution as a stock savings bank (hereinafter
referred to as the "Bank") and transferring to the Bank all or the substantial
part of its assets and liabilities, including all of its deposit liabilities;
and
WHEREAS, the Mutual Holding Company is in the process of converting into a
stock holding company pursuant to applicable Massachusetts and federal banking
law, and is issuing its stock in connection therewith to the Bank's depositors
and others;
NOW, THEREFORE, the charter of the Bank is hereby amended and restated to
read as follows:
ARTICLE 1. Corporate Title. The full corporate tide of the Bank is
"Cambridgeport Bank" and may be changed from time to time by the stockholders of
the Bank.
ARTICLE 2. Office. The main office of the Bank is located at 689
Massachusetts Avenue, Cambridge, Massachusetts 02139 and may be changed from
time to time by the Board of Directors of the Bank, subject to applicable law.
ARTICLE 3. Powers. The Bank is a stock-form savings bank organized under
Massachusetts law and shall have and may exercise all the powers, privileges and
authority, express, implied and incidental, available to it under Chapter 168
(including without limitation those sections of Chapter 172 that are listed in
Section 34C of Chapter 168 or are otherwise applicable) of the Massachusetts
General Laws or other applicable state and federal laws, and by all acts
amendatory thereof and supplemental thereto.
ARTICLE 4. Duration. The duration of the Bank is perpetual.
ARTICLE 5. Capital Stock. The total number of shares of capital stock
which the Bank is authorized to issue is Six Hundred Thousand (600,000), of
which Five Hundred Ninety Thousand (590,000) shares shall be common stock, One
Dollar ($1.00) par value per share, and Ten Thousand (10,000) shares shall be
preferred stock, One Dollar ($1.00) par value per share. The shares may be
issued by the Bank from time to time as authorized by its Board of Directors.
The consideration for the issuance of the shares shall be paid in full before
their issuance and shall not be less than the par value per share. The
consideration for the shares shall be cash, tangible or intangible property,
labor, services or expenses, or any combination of the foregoing, but no share
shall be issued unless the
cash, so far as due, or the property, labor, services or expenses for which it
was authorized to be issued, has or have been actually received or incurred by,
or conveyed or rendered to, the Bank, or is in its possession as surplus.
Neither promissory notes nor future services shall constitute payment or part
payment for the issuance of shares of the Bank. The value of such property,
labor, services or expenses, as determined by the Board of Directors of the
Bank, shall be conclusive. Shares of capital stock issued in accordance with the
foregoing shall be fully paid and not assessable. In the case of a stock
dividend, that part of the surplus of the Bank which is transferred to stated
capital upon the issuance of stock as a stock dividend shall be deemed to be the
consideration for their issuance.
A description of the different classes and series of the Bank's capital
stock and a statement of the designations, and the relative rights, preferences
and limitations of the shares of each class and series of capital stock are as
follows:
5.1 Common Stock. Except as provided in this ARTICLE 5 (or in any
certificate of establishment of series of preferred stock), the holders of the
common stock shall exclusively possess all voting power. Each holder of Common
Stock shall at every meeting of stockholders be entitled to one vote in person
or by proxy for each share of Common Stock held by him or her. The holders of
the Common Stock shall be entitled to such dividends as may from time to time be
declared by the Board of Directors out of any funds legally available for the
declaration of dividends, subject to any provisions of this Amended and Restated
Charter, as amended from time to time ("Charter"), and subject to the relative
rights and preferences of any shares of Preferred Stock authorized and issued
hereunder. Subject to the relative rights and preferences of any shares of
Preferred Stock authorized and issued hereunder, upon the dissolution or
liquidation of the Corporation, whether voluntary or involuntary, the holders of
shares of Common Stock shall be entitled to receive pro rata all assets of the
Corporation available for distribution to its stockholders.
There shall be no cumulative voting rights in the election of Directors.
Each share of Common Stock shall have the same relative rights as, and be
identical in all respects with, all the other shares of Common Stock.
In the event of any liquidation, dissolution or winding up of the Bank,
after there shall have been paid to or set aside for the holders of any class
having preferences over the common stock in the event of liquidation,
dissolution or winding up of the full preferential amounts of which they are
respectively entitled, the holders of the common stock, and of any class or
series of stock entitled to participate therewith, in whole or in part, as to
distribution of assets, shall be entitled, after payment or provision for
payment of all debts and liabilities of the Bank, to receive the remaining
assets of the Bank available for distribution, in cash or in kind, in proportion
to their holdings.
5.2 Preferred Stock. The Board of Directors is authorized, subject to the
approval of the provisions of any series of preferred stock by the Commissioner
of Banks of The Commonwealth of Massachusetts (if required by law) and subject
to any other limitations prescribed by law or the provisions of this Article 5,
to provide for the issuance of shares of Preferred Stock with or without series,
and, by filing a certificate pursuant to the applicable law of the Commonwealth
of Massachusetts (the "Certificate of Designation"), to establish from time to
time the number of shares to be included in each such series and to fix the
designation, preferences, voting powers,
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qualifications and special or relative rights or privileges of the shares of
each such series. In the event that at any time the Board of Directors shall
have established and designated one or more series of Preferred Stock consisting
of a number of shares less than the total number of authorized shares of
Preferred Stock, the remaining authorized shares of Preferred Stock shall be
deemed to be shares of an undesignated series of Preferred Stock until
designated by the Board of Directors as being a part of a series previously
established or a new series then being established by the Board of Directors.
Notwithstanding the fixing of the number of shares constituting a particular
series, the Board of Directors may at any time thereafter authorize the issuance
of additional shares of the same series except as set forth in the Certificate
of Designation. The authority of the Board of Directors with respect to each
series shall include, but not be limited to, determination of one or more of the
following:
(A) The number of shares constituting that series, which number may
be increased or decreased (but not below the number of shares of
such series then outstanding) from time to time by the Board of
Directors, and the distinctive designation of that series;
(B) Whether any dividend shall be paid on shares of that series, and,
if so, the dividend rate on the shares of that series; whether
dividends shall be cumulative and, if so, from which date or
dates, and the relative rights of priority, if any, of payment of
dividends on shares of that series;
(C) Whether shares of that series shall have voting rights in
addition to the voting rights provided by law and, if so, the
terms of such voting rights-,
(D) Whether shares of that series shall be convertible into shares of
Common Stock or another security and, if so, the terms and
conditions of such conversion, including provisions for
adjustment of the conversion rate in such events as the Board of
Directors shall determine;
(E) Whether shares of that series shall be redeemable and, if so, the
terms and conditions of such redemption, including the date or
dates upon or after which they shall be redeemable and the amount
per share payable in case of redemption, which amount may vary
under different conditions and at different redemption dates; and
whether that series shall have a sinking fund for the redemption
or purchase of shares of that series and, if so, the terms and
amount of such sinking fund;
(F) Whether, in the event of purchase or redemption of the shares of
that series, any shares of that series shall be restored to the
status of authorized but unissued shares or shall have such other
status as shall be set forth in the Certificate of Designation,
(G) The rights of the shares of that series in the event of the sale,
conveyance, exchange or transfer of all or substantially all of
the property and assets of the Corporation, or the merger or
consolidation of the Corporation into or with
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any other corporation or entity, or the merger of any other
corporation or entity into it, or the voluntary or involuntary
liquidation, dissolution or winding up of the Corporation, and
the relative rights of priority, if any, of shares of that series
to payment in any such event;
(H) The price or other consideration for which the shares of such
series shall be issued;
(I) Whether shares of that series shall carry any preemptive right in
or preemptive right to subscribe to any additional shares of
Preferred Stock or any shares of any other class of stock which
may at any time be authorized or issued, or any bonds, debentures
or other securities convertible into shares of stock of any class
of the Corporation, or options or warrants carrying rights to
purchase such shares or securities; and
(J) Any other designations, preferences, voting powers,
qualifications, and special or relative rights or privileges of
the shares of that series.
Except as specifically provided in this Charter, the holders of Preferred
Stock or Common Stock shall not be entitled to any vote and shall not have any
voting rights concerning the designation or issuance of any shares of Preferred
Stock authorized by and complying with the conditions of this Charter, and
subject to the authority of the Board of Directors or any authorized committee
thereof as set forth above, the right to any such vote is expressly waived by
all present and future holders of the capital stock of the Corporation.
ARTICLE 6. Stockholder Approval for Certain Events. The Bank shall not,
without the previous affirmative vote or written consent of holders of at least
a majority of the then outstanding shares of common stock, (i) authorize or
issue, or obligate itself to issue, any additional shares of common or preferred
stock, or (ii) effect any consolidation or merger involving the Bank (except
into or with a majority-owned subsidiary corporation).
ARTICLE 7. Preemptive Rights. Holders of the capital stock of the Bank
shall not be entitled to pre-emptive rights with respect to any shares of the
capital stock of the Bank which may be issued.
ARTICLE 8. Directors. The Board of Directors shall consist of not less
than seven (7) nor more than twenty-five (25) individuals, except as otherwise
required by applicable law. The number of Directors and their respective
classifications shall be fixed from time to time exclusively by the Board of
Directors; provided, however, that if at the time of such action there is an
Interested Stockholder (as such term is defined in the By-laws of the Bank),
such action shall in addition require a majority vote of the Disinterested
Directors (as such term is defined in the By-laws of the Bank) then in office.
The Directors shall be classified, with respect to the term for which they
severally hold office, into three classes, as nearly equal in number as
possible, with one class to be elected annually. The initial Directors of the
Bank shall hold office as follows: the first class of Directors shall hold
office
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initially for a term expiring at the annual meeting of stockholders to be held
in 2001, the second class of Directors shall hold office initially for a term
expiring at the annual meeting of stockholders to be held in 2002, and the third
class of Directors shall hold office initially for a term expiring at the annual
meeting of stockholders to be held in 2003. At each succeeding annual meeting of
stockholders, the successors of the class of Directors whose term expires at
that meeting shall be elected by a plurality vote of all votes cast at such
meeting to hold office for a term expiring at the annual meeting of stockholders
held in the third year following the year of their election. Members of each
class shall hold office until their successors are duly elected and qualified or
until their earlier resignation or removal.
ARTICLE 9. Indemnification. The Directors, officers and employees of the
Bank shall be indemnified to the extent provided in the By-Laws of the Bank.
ARTICLE 10. Acting as a Partner. The Bank may be a partner in any business
enterprise which it would have power to conduct by itself.
ARTICLE 11. Stockholders' Meetings. Meetings of stockholders may be held at
such place in The Commonwealth of Massachusetts or, if permitted by applicable
law, elsewhere in the United States as the Board of Directors may determine.
ARTICLE 12. Amendment of Charter. This charter may be amended by a majority
vote of the shares outstanding and entitled to vote, subject to applicable law.
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