EXHIBIT 3.4
AMENDED AND RESTATED BYLAWS
OF
CAMBRIDGEPORT BANK
ARTICLE I
STOCKHOLDERS
Section 1. ANNUAL MEETING. An annual meeting of the stockholders,
for the election of Directors to succeed those whose terms expire and for the
transaction of such other business as may properly come before the meeting,
shall be held on the third Tuesday of April of each year or on such other day
(other than a legal holiday or day of religious significance) as the Board of
Directors shall designate. The time and place of the annual meeting shall be
designated by the Board of Directors.
Section 2. SPECIAL MEETINGS. Subject to the rights of the holders
of any class or series of preferred stock of the Bank, special meetings of
stockholders of the Bank may be called by the Board of Directors pursuant to a
resolution adopted by a majority of the total number of Directors which the Bank
would have if there were no vacancies on the Board of Directors (hereinafter,
the "Whole Board") or otherwise as set forth in the Charter. The hour, date and
place of any special meeting and the record date for determining the
stockholders having the right to notice of and to vote at any such meeting shall
be determined by the Board of Directors or the President.
Section 3. NOTICE OF MEETINGS. A written notice of all annual and
special meetings of stockholders shall state the place, date, hour, and purposes
of such meetings, and shall be given by the Clerk or an Assistant Clerk (or
other person authorized by these Bylaws or by law) at least seven (7) days
before the meeting to each stockholder entitled to vote at such meeting or to
each stockholder who, under the Charter or under these Bylaws, is entitled to
such notice, by leaving such notice with him or at his or her residence or usual
place of business, or by mailing it, postage prepaid, and addressed to such
stockholder at his or her address as it appears on the stock transfer books of
the Bank.
When a meeting is adjourned to another place, date or time, written notice
need not be given of the adjourned meeting if the place, date and time thereof
are announced at the meeting at which the adjournment is taken; provided,
however, that if the date of any adjourned meeting is more than thirty (30) days
after the date for which the meeting was originally noticed, or if a new record
date is fixed for the adjourned meeting, written notice of the place, date, and
time of the adjourned meeting shall be given in conformity herewith. At any
adjourned meeting, any business may be transacted which might have been
transacted at the original meeting.
Section 4. QUORUM. At any meeting of the stockholders, the
holders of a majority of all of the shares of the stock entitled to vote at the
meeting, present in person or by proxy shall constitute a quorum for all
purposes, unless or except to the extent that the presence of a larger
number may be required by law. Where a separate vote by a class or classes is
required, a majority of the shares of such class or classes present in person or
represented by proxy shall constitute a quorum entitled to take action with
respect to that vote on that matter. The stockholders present at a duly
constituted meeting may continue to transact business until adjournment
notwithstanding the withdrawal of enough stockholders to leave less than a
quorum.
If a quorum shall fail to attend any meeting, the chairman of the meeting
or the holders of a majority of the shares of stock entitled to vote who are
present, in person or by proxy, may adjourn the meeting to another place, date,
or time.
Section 5. ORGANIZATION. The President or, in the absence of the
President, the Chairman of the Board of the Bank or, in his or her absence, a
Vice President of the Bank, shall call to order any meeting of the stockholders
and act as chairman of the meeting. In the absence of the Clerk of the Bank,
the secretary of the meeting shall be such person as the chairman appoints. The
chairman of the meeting shall have the power, among other things, to adjourn
such meeting at any time and from time to time. The order of business and all
other matters of procedure at every meeting of stockholders shall be determined
by the chairman of the meeting.
Section 6. CONDUCT OF BUSINESS.
(a) The chairman of any meeting of stockholders shall determine the
order of business and the procedure at the meeting, including such
regulation of the manner of voting and the conduct of discussion as seem to
him or her in order. The date and time of the opening and closing of the
polls for each matter upon which the stockholders will vote at the meeting
shall be announced at the meeting.
(b) At any annual meeting of the stockholders, only such business
shall be conducted as shall have been brought before the meeting: (i) by or
at the direction of the Board of Directors; or (ii) by any stockholder of
the Bank who is entitled to vote with respect thereto and who complies with
the notice procedures set forth in this Section 6(b). For business to be
properly brought before an annual meeting by a stockholder, the business
must relate to a proper subject matter for stockholder action and the
stockholder must have given timely notice thereof in writing to the Clerk
of the Bank. To be timely, a stockholder's notice must be received at the
principal executive offices of the Bank not less than ninety (90) calendar
days in advance of the date of the Bank's proxy statement which was
released to stockholders in connection with the previous year's annual
meeting of stockholders; provided, however, with respect to the Bank's
first annual meeting of stockholders, to be timely notice shall be received
at the principal executive offices of the Bank not less than ninety (90)
days prior to the date of the annual meeting except that in the event less
than one hundred (100) days' notice or prior public disclosure of the date
of the meeting is given or made to stockholders, notice by the stockholder
to be timely must be received not later than the close of business on the
10th day following the day on which such notice of the date of the annual
meeting was mailed or such public disclosure was made. A stockholder's
notice to the Clerk shall set forth as to each matter such stockholder
proposes to bring before the annual meeting: (A) a brief description of the
business desired to be brought before the
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annual meeting and the reasons for conducting such business at the annual
meeting; (B) the name and address, as they appear on the Bank's books, of
the stockholder proposing such business; (C) the class and number of shares
of the Bank's capital stock that are beneficially owned by such
stockholder; and (D) any material interest of such stockholder in such
business.
At any special meeting of the stockholders, only such business shall
be conducted as shall have been brought before the meeting (i) by or at the
direction of the Board of Directors or (ii) as a result of a written
application for a special meeting brought by stockholders in accordance
with the Charter. Any such written application for a special meeting by
one or more stockholders shall set forth as to each matter proposed to be
brought before the special meeting the information described in subsections
(A) through (D) of this Section 6(b).
Notwithstanding anything in these Bylaws to the contrary, no business
shall be brought before or conducted at a meeting of stockholders except in
accordance with the provisions of this Section 6(b). The President of the
Bank or other person presiding over the meeting shall, if the facts so
warrant, determine and declare to the meeting that business was not
properly brought before the meeting in accordance with the provisions of
this Section 6(b) and, if he or she should so determine, he or she shall so
declare to the meeting and any such business so determined to be not
properly brought before the meeting shall not be transacted.
(c) Only persons who are nominated in accordance with the procedures
set forth in these Bylaws shall be eligible for election as Directors.
Nominations of persons for election to the Board of Directors of the Bank
may be made at a meeting of stockholders at which Directors are to be
elected only: (i) by or at the direction of the Board of Directors; or (ii)
by any stockholder of the Bank entitled to vote for the election of
Directors at the meeting who complies with the notice procedures set forth
in this Section 6(c). Such nominations, other than those made by or at the
direction of the Board of Directors, shall be made by timely notice in
writing to the Clerk of the Bank. To be timely, a stockholder's notice
must be received at the principal executive offices of the Bank not less
than one-hundred twenty (120) calendar days in advance of the date of the
annual meeting except that in the event less than one hundred twenty (120)
days' notice or prior public disclosure of the date of the meeting is given
or made to stockholders, notice by the stockholder to be timely must be
received not later than the close of business on the 10th day following the
day on which such notice of the date of the annual meeting was mailed or
such public disclosure was made. Such stockholder's notice shall set forth:
(i) as to each person whom such stockholder proposes to nominate for
election or re-election as a Director; and (ii) as to the stockholder
giving notice of (x) the name and address, as they appear on the Bank's
books, of such stockholder and (y) the class and number of shares of the
Bank's capital stock that are beneficially owned by such stockholder. At
the request of the Board of Directors any person nominated by the Board of
Directors for election as a Director shall furnish to the Clerk of the Bank
that information required to be set forth in a stockholder's notice of
nomination which pertains to the nominee. No person shall be eligible for
election as a Director of the Bank unless nominated in accordance with the
provisions of this Section 6(c). The Officer
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of the Bank or other person presiding at the meeting shall, if the facts so
warrant, determine that a nomination was not made in accordance with such
provisions and, if he or she should so determine, he or she shall declare
to the meeting and the defective nomination shall be disregarded.
Section 7. PROXIES AND VOTING. At any meeting of the
stockholders, every stockholder entitled to vote may vote in person or by proxy
authorized by an instrument in writing or by a transmission permitted by law
filed in accordance with the procedure established for the meeting. Any copy,
facsimile telecommunication or other reliable reproduction of the writing or
transmission created pursuant to this paragraph may be substituted or used in
lieu of the original writing or transmission for any and all purposes for which
the original writing or transmission could be used, provided that such copy,
facsimile telecommunication or other reproduction shall be a complete
reproduction of the entire original writing or transmission. Proxies shall be in
written form and shall be dated not more than six (6) months before the meeting
named therein, unless the proxy is coupled with an interest and provides
otherwise. Proxies shall be filed with the Clerk at the meeting, or of any
adjournment thereof, before being voted. Proxies solicited on behalf of the
management shall be voted as directed by the stockholder or, in the absence of
such direction, as determined by a majority of the Board of Directors. Except as
otherwise limited therein, proxies shall entitle the persons authorized thereby
to vote at any adjournment of such Meeting, but they shall not be valid after
final adjournment of such meeting. A proxy with respect to stock held in the
name of two or more persons shall be valid if executed by one of them unless at
or prior to exercise of the proxy the Clerk of the Bank receives a specific
written notice to the contrary from any one of them. Whenever stock is held in
the name of two or more persons, in the absence of specific written notice to
the Bank to the contrary, at any meeting of the stockholders of the Bank any one
or more of such stockholders may cast, in person or by proxy, all votes to which
such ownership is entitled. In the event an attempt is made to cast conflicting
votes, in person or by proxy, by the several persons in whose names shares of
stock stand, the vote or votes to which those persons are entitled shall be cast
as directed by a majority of those holding such stock and present in person or
by proxy at such meeting, but no votes shall be cast for such stock if a
majority does not agree. A proxy purporting to be executed by or on behalf of a
stockholder shall be deemed valid unless successfully challenged at or prior to
its exercise, and the burden of proving invalidity shall rest on the challenger.
Every vote shall be taken by ballots, each of which shall state the name of
the stockholder or proxy voting and such other information as may be required
under the procedure established for the meeting. The Bank shall, in advance of
any meeting of stockholders, appoint one or more inspectors to act at the
meeting and make a written report thereof. The Bank may designate one or more
persons as alternate inspectors to replace any inspector who fails to act. If no
inspector or alternate is able to act at a meeting of stockholders, the person
presiding at the meeting shall appoint one or more inspectors to act at the
meeting. Each inspector, before entering upon the discharge of his or her
duties, shall take and sign an oath faithfully to execute the duties of
inspector with strict impartiality and according to the best of his or her
ability.
All elections shall be determined by a plurality of the votes cast, and
except as otherwise required by the Charter or by law, all other matters shall
be determined by a majority of the votes present and cast at a properly called
meeting of stockholders.
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ARTICLE II
BOARD OF DIRECTORS
Section 1. GENERAL POWERS, NUMBER AND TERM OF OFFICE. The business
and affairs of the Bank shall be under the direction of its Board of Directors.
The Board of Directors shall consist of not less than seven (7) and not more
than twenty-five (25) individuals, except as otherwise required by applicable
law. The number of Directors shall be fixed from time to time exclusively by the
Board of Directors. The Board of Directors may annually elect a Chairman of the
Board from among its members who shall, when present, preside at its meetings.
In the absence of a Chairman of the Board, meetings of the Board of Directors
will be chaired by a Director selected by the Board of Directors from among its
members.
The Directors, other than those who may be elected by the holders of any
class or series of Preferred Stock, shall be divided, with respect to the time
for which they severally hold office, into three classes, with the term of
office of the first class to expire at the first annual meeting of stockholders,
the term of office of the second class to expire at the annual meeting of
stockholders one year thereafter and the term of office of the third class to
expire at the annual meeting of stockholders two years thereafter, with each
Director to hold office until his or her successor shall have been duly elected
and qualified. At each annual meeting of stockholders, commencing with the first
annual meeting, Directors elected to succeed those Directors whose terms then
expire shall be elected for a term of office to expire at the third succeeding
annual meeting of stockholders after their election, with each Director to hold
office until his or her successor shall have been duly elected and qualified. No
person shall be elected or re-elected as a Director for a term extending beyond
his or her 70/th/ birthday.
Section 2. VACANCIES AND NEWLY CREATED DIRECTORSHIPS. Subject to
the rights of the holders of any class or series of Preferred Stock then
outstanding, newly created Directorships resulting from any increase in the
authorized number of Directors or any vacancies in the Board of Directors
resulting from death, resignation, retirement, disqualification, removal from
office or other cause may be filled only by a majority vote of the Directors
then in office, though less than a quorum; (provided, however, that if there is
an Interested Stockholder, such action shall also require the affirmative vote
of a majority of the Disinterested Directors then in office) and Directors so
chosen shall hold office for a term specified by the Directors then in office
or, if not so specified, for a term expiring at the annual meeting of
stockholders at which the term of office of the class to which they have been
elected expires and until such Director's successor shall have been duly elected
and qualified. No decrease in the number of authorized Directors constituting
the Board shall shorten the term of any incumbent Director.
Section 3. REGULAR MEETINGS. Regular meetings of the Board of
Directors shall be held at such place or places, on such date or dates, and at
such time or times as shall have been established by the Board of Directors and
publicized among all Directors. A notice of each regular meeting shall not be
required.
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Section 4. SPECIAL MEETINGS. Special meetings of the Board of
Directors may be called by a majority of the Directors then in office or by the
President and shall be held at such place, on such date, and at such time as
they or he/she shall fix. Notice of the place, date, and time of each such
special meeting shall be given to each Director by whom it is not waived by
mailing written notice in person or by telephone or sent to his or her business
or home address by telecommunication at least two (2) days in advance of the
meeting, or by written notice mailed to his or her business or home address at
least three (3) days in advance of such meeting. If mailed, such notice shall be
deemed to be delivered when deposited in the mail so addressed, with postage
thereon prepaid. Unless otherwise indicated in the notice thereof, any and all
business may be transacted at a special meeting. Any Director may waive notice
of any meeting by a writing executed by him or her either before or after the
meeting and filed with the records of the meeting. The attendance of a Director
at a meeting shall constitute a waiver of notice of such meeting, except where
the Director protests the lack of notice to him or her prior to the meeting or
at its commencement. Neither the business to be transacted at, nor the purpose
of, any meeting of the Board of Directors need be specified in the notice or
waiver of notice of such meeting. Notice of any special meeting may be waived in
accordance with Article VI, Section 2, hereof.
Section 5. QUORUM. At any meeting of the Board of Directors, a
majority of the Whole Board shall constitute a quorum for all purposes. If a
quorum shall fail to attend any meeting, a majority of those present may adjourn
the meeting to another place, date, or time, without further notice or waiver
thereof.
Section 6. PARTICIPATION IN MEETINGS BY CONFERENCE TELEPHONE.
Members of the Board of Directors, or of any committee thereof, may participate
in a meeting of such Board or committee by means of conference telephone or
similar communications equipment by means of which all persons participating in
the meeting can hear each other and such participation shall constitute presence
in person at such meeting but shall not constitute attendance for the purpose of
compensation pursuant to Section 9 of this Article II, unless the Board of
Directors by resolution so provides.
Section 7. CONDUCT OF BUSINESS. At any meeting of the Board of
Directors, business shall be transacted in such order and manner as the Board
may from time to time determine, and all matters shall be determined by the vote
of a majority of the Directors present, except as otherwise provided herein or
required by law. Action may be taken by the Board of Directors without a meeting
if all members thereof consent thereto in writing, and the writing or writings
are filed with the minutes of proceedings of the Board of Directors.
Section 8. POWERS. The business and affairs of the Bank shall be
managed by a Board of Directors who may exercise all the powers of the Bank
except as otherwise provided by law, by the Charter or by these Bylaws.
Section 9. COMPENSATION OF DIRECTORS. Directors, as such, may
receive, pursuant to resolution of the Board of Directors, fixed fees and other
compensation for their services as Directors, including, without limitation,
their services as members of committees of the Board of Directors.
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Section 10. ACTION BY CONSENT. Any action required or permitted to
be taken by the Board of Directors at any meeting may be taken without a meeting
if a consent in writing, setting forth the action so taken, shall be signed by
all of the Directors then in office. Such written consents shall be filed with
the records of the meetings of the Board of Directors and shall be treated for
all purposes as a vote at a meeting of the Board of Directors.
Section 11. PRESUMPTION OF ASSENT. A Director of the Bank who is
present at a meeting of the Board of Directors at which action on any Bank
matter is taken shall be presumed to have assented to the action taken unless
his or her dissent or abstention has been entered in the minutes of the meeting
or unless he or she has filed a written dissent to such action with the person
acting as the Clerk of the meeting before the adjournment thereof or has
forwarded such dissent by registered mail to the Clerk of the Bank within five
(5) days after the date such dissenting Director receives a copy of the minutes
of the meeting. Such right to dissent shall not apply to a Director who voted in
favor of such action.
Section 12. ADVISORY DIRECTORS.
(a) The Board of Directors may establish one or more groups or boards
of Advisory Directors as it in its discretion may deem appropriate. The
Board of Directors, by resolution adopted by the Board, may from time to
time appoint such persons, or may reappoint one or more times any Advisory
Director whose term as such has expired or will expire within two months
thereafter, to serve as an Advisory Director for a period ending not more
than fourteen (14) months after such appointment or reappointment;
provided, that no officer or Director of the Bank shall serve
simultaneously as an Advisory Director.
(b) Advisory Directors may be consulted by the Board of Directors
from time to time on such matters as the Board of Directors shall deem
appropriate, and shall perform such other duties as the Board of Directors
may from time to time prescribe. The Board of Directors may provide, by
resolution, the time and place for the holding of regular meetings of the
Advisory Directors with or without such notice as the Board of Directors
may determine. Special meetings of the Advisory Directors may be called by
or at the request of the Chairman of the Board, the President or a majority
of the Directors. The person authorized to call such special meeting may
fix the place for the holding of any such meeting.
(c) Advisory Directors, as such, may receive compensation for their
services, if authorized by, resolution of the Board of Directors, including
a reasonable fixed sum for each meeting attended and reasonable expenses of
attendance, if any.
(d) Advisory Directors may be removed by the Board of Directors with
or without cause whenever in its judgment the interests of the Bank will be
served thereby.
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ARTICLE III
COMMITTEES
Section 1. COMMITTEES OF THE BOARD OF DIRECTORS. The Board of
Directors, by a vote of a majority of the Whole Board, may from time to time
designate committees of the Board, with such lawfully delegable powers and
duties as it thereby confers, to serve at the pleasure of the Board and shall,
for those committees and any others provided for herein, elect a Director or
Directors to serve as the member or members, designating, if it desires, other
Directors as alternate members who may replace any absent or disqualified member
at any meeting of the committee. In the absence or disqualification of any
member of any committee and any alternate member in his or her place, the member
or members of the committee present at the meeting and not disqualified from
voting, whether or not he, she or they constitute a quorum, may by unanimous
vote appoint another member of the Board of Directors to act at the meeting in
the place of the absent or disqualified member.
Section 2. CONDUCT OF BUSINESS. Each committee may determine the
procedural rules for meeting and conducting its business and shall act in
accordance therewith, except as otherwise provided herein or required by law.
Adequate provision shall be made for notice to members of all meetings. Action
may be taken by any committee without a meeting if all members thereof consent
thereto in writing, and the writing or writings are filed with the minutes of
the proceedings of such committee.
Section 3. NOMINATING COMMITTEE. The Board of Directors shall
appoint a Nominating Committee of the Board consisting of not less than three
(3) members. The Nominating Committee shall have authority (a) to review any
nominations for election to the Board of Directors made by a stockholder of the
Bank pursuant to Section 6 of Article I of these Bylaws in order to determine
compliance with such Bylaw provision, and (b) to recommend to the Whole Board
nominees for election to the Board of Directors.
ARTICLE IV
OFFICERS
Section 1. GENERALLY. The Board of Directors as soon as may be
practicable after the annual meeting of stockholders may choose a Chairman of
the Board, and shall choose a President, a Treasurer, a Clerk, and one or more
Vice Presidents, and from time to time may choose such other Officers as it may
deem proper. The Chairman of the Board, if any, shall be chosen from among the
Directors. Any number of offices may be held by the same person.
(a) The term of office of all Officers shall be until the next annual
election of Officers and until their respective successors are chosen, but
any Officer may be removed from office at any time with or without cause by
the affirmative vote of a majority of the Directors then in office.
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(b) All Officers chosen by the Board of Directors shall each have
such powers and duties as generally pertain to their respective offices,
subject to the specific provisions of this Article IV. Such Officers shall
also have such powers and duties as from time to time may be conferred by
the Board of Directors or by any committee thereof.
(c) Any vacancy in any office may be filled for the unexpired portion
of the term by the Board of Directors.
Section 2. CHAIRMAN OF THE BOARD. The Chairman of the Board, if
one is chosen, shall, when present, preside at all meetings of the Board of
Directors. The Chairman of the Board shall perform all duties and have all
powers which are commonly incident to the office of Chairman of the Board or
which are delegated to him or her by the Board of Directors. He or she shall
have power to sign all stock certificates, contracts and other instruments of
the Bank which are authorized.
Section 3. PRESIDENT. The President shall be the Chief Executive
Officer unless the Board of Directors, by special vote confer the duties of
Chief Executive Officer upon the Treasurer or a Vice President. The President or
such other Chief Executive Officer shall have general responsibility for the
management and control of the business and affairs of the Bank and shall perform
all duties and have all powers which are commonly incident to the office of
President or which are delegated to him or her by the Board of Directors.
Subject to the direction of the Board of Directors, and in the absence of a
Chairman of the Board, the President shall have all of the powers and perform
all of the duties of the Chairman of the Board (as designated in Section 2), and
shall also have power to sign all stock certificates, contracts and other
instruments of the Bank which are authorized and shall have general supervision
of all of the other Officers (other than the Chairman of the Board, if any),
employees and agents of the Bank.
Section 4. VICE PRESIDENTS. The Vice President or Vice Presidents
shall perform the duties and exercise the powers usually incident to their
respective offices and/or such other duties and powers as may be properly
assigned to them by the Board of Directors or the Chief Executive Officer. A
Vice President or Vice Presidents may be designated as Executive Vice President
or Senior Vice President.
Section 5. TREASURER, VICE TREASURERS, AND ASSISTANT TREASURERS.
The Treasurer shall, subject to the direction of the Board of Directors, have
general charge of the financial affairs of the Bank and shall cause to be kept
accurate books of account. He or she shall have custody of all funds,
securities, and valuable documents of the Bank, except as the Board of Directors
may otherwise provide. The Treasurer shall also perform such other duties as the
Board of Directors may from time to time designate. Any Vice Treasurer and any
Assistant Treasurer shall have such powers and perform such duties as the Board
of Directors or the Chief Executive Officer may from time to time designate.
Section 6. CLERK. The Clerk or an Assistant Clerk shall issue
notices of meetings, shall keep their minutes, shall have charge of the seal and
the corporate books, shall perform such other duties and exercise such other
powers as are usually incident to such offices
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and/or such other duties and powers as are properly assigned thereto by the
Board of Directors or the President.
Section 7. ASSISTANT CLERKS AND OTHER OFFICERS. The Board of
Directors may appoint one or more Assistant Clerks and such other Officers who
shall have such powers and shall perform such duties as are provided in these
Bylaws or as may be assigned to them by the Board of Directors or the President.
Section 8. ACTION WITH RESPECT TO SECURITIES OF OTHER BANKS.
Unless otherwise directed by the Board of Directors, the President or any
Officer of the Bank authorized by the President shall have power to vote and
otherwise act on behalf of the Bank, in person or in which the Bank may hold
securities and otherwise to exercise any and all rights and powers which the
Bank may possess by reason of its ownership of securities in such other Bank.
ARTICLE V
STOCK
Section 1. CERTIFICATES OF STOCK. Each stockholder shall be
entitled to a certificate of the capital stock of the Bank in such form as may
from time to time be prescribed by the Board of Directors. Such certificate
shall be signed by the Chairman of the Board, President or a Vice President and
by the Treasurer or an Assistant Treasurer, and sealed with the corporate seal
or a facsimile thereof. Such signatures may be facsimile if the certificate is
signed by a transfer agent, or by a registrar, other than a Director, Officer or
employee of the Bank. In case any Officer who has signed or whose signature has
been placed on such certificate shall have ceased to be such Officer before such
certificate is issued, it may be issued by the Bank with the same effect as if
he or she were such Officer at the time of its issue. Each certificate for
shares of capital stock shall be consecutively numbered or otherwise identified.
Every certificate for shares of stock which is subject to any restriction on
transfer and every certificate issued when the Bank is authorized to issue more
than one class or series of stock shall contain such legend with respect thereto
as is required by law.
Section 2. TRANSFERS OF STOCK. Transfers of stock shall be made
only upon the transfer books of the Bank kept at an office of the Bank or by
transfer agents designated to transfer shares of the stock of the Bank. Except
where a certificate is issued in accordance with Section 4 of Article V of these
Bylaws, an outstanding certificate for the number of shares involved shall be
surrendered for cancellation before a new certificate is issued therefor.
Section 3. RECORD DATE. The Board of Directors may fix in advance
a time of not more than sixty (60) days preceding the date of any meeting of
stockholders, or the date for the payment of any dividend or the making of any
distribution to stockholders, or the last day on which the consent or dissent of
stockholders may be effectively expressed for any purpose, as the record date
for determining the stockholders having the right to notice of and to vote at
such meeting, and any adjournment thereof, or the right to receive such dividend
or distribution or the right to give such consent or dissent. In such case only
stockholders of record on such record date shall have such right,
notwithstanding any transfer of stock on the books of the Bank after the record
date. Without
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fixing such record date the Board of Directors may for any of such purposes
close the transfer books for all or any part of such period.
A determination of stockholders of record entitled to notice of or to vote
at a meeting of stockholders shall apply to any adjournment of the meeting;
provided, however, that the Board of Directors may fix a new record date for the
adjourned meeting.
If no record date is fixed and the transfer books are not closed, (a) 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 day
next preceding the day on which notice is given, and (b) 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 4. LOST, STOLEN OR DESTROYED CERTIFICATES. In the event
of the loss, theft or destruction of any certificate of stock, another may be
issued in its place pursuant to such regulations as the Board of Directors may
establish concerning proof of such loss, theft or destruction and concerning the
giving of a satisfactory bond or bonds of indemnity.
Section 5. REGULATIONS. The issue, transfer, conversion and
registration of certificates of stock shall be governed by such other
regulations as the Board of Directors may establish.
ARTICLE VI
INDEMNIFICATION
Section 1. OFFICERS. To the extent permitted by law and except as
provided in Sections 3 and 4 of this Article, each Officer of the Bank (and his
or her heirs and personal representatives) shall be indemnified by the Bank
against all Expenses incurred by him or her in connection with any Proceeding in
which he or she is involved as a result of (a) his or her serving or having
served as an Officer or employee of the Bank, (b) his or her serving or having
served as a Director, officer or employee of any of its wholly-owned
Subsidiaries, or (c) his or her serving or having served in any capacity with
respect to any other corporation, organization, partnership, joint venture,
trust, employee benefit plan or other entity at the request or direction of the
Bank. Capitalized terms used but not defined in this Article 6 shall have the
meanings defined in Section 9 of this Article.
Section 2. NON-OFFICER EMPLOYEES. To the extent permitted by law
and except as provided in Sections 3 and 4 of this Article, each non-Officer
Employee of the Bank (and his or her heirs and personal representatives) may, in
the discretion of the Board of Directors, be indemnified against any or all
Expenses incurred by him or her in connection with any Proceeding in which he or
she is involved as a result of (a) his or her serving or having served as a non-
Officer Employee of the Bank, (b) his or her serving or having served as a
Director, officer, or employee of any of its wholly-owned subsidiaries, or (c)
his or her serving or having served in any capacity with respect to any other
corporation, organization, partnership, joint venture, trust employee benefit
plan or other entity at the request or direction of the Bank.
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Section 3. SERVICE AT DIRECTION OF BOARD OF DIRECTORS. No
indemnification shall be provided to an Officer or non-Officer Employee with
respect to his or her serving or having served in any capacity "at the request
or direction of the Bank" unless such service was required or directed by vote
of the Board of Directors prior to the occurrence of the event to which the
indemnification relates; provided that the Board of Directors may provide an
Officer or non-Officer Employee with indemnification, as to a specific
Proceeding, even though such Board of Directors vote was not obtained, if in its
discretion, the Board of Directors determines it to be appropriate for the Bank
to do so.
Section 4. CERTAIN LIMITATIONS. No indemnification shall be
provided to an Officer or to a non-Officer Employee with respect to a matter as
to which he or she shall have been determined by final judicial decision from
which there is no further right to appeal (hereinafter a "Final Adjudication")
that such Indemnitee is not entitled to be indemnified for such expenses under
this Article or otherwise. If in a Proceeding brought by or in the right of the
Bank, a Director of the Bank is held not liable for monetary damages, 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 Proceeding.
Section 5. ADVANCEMENT OF EXPENSES. In the event that the Bank
does not assume the defense, or unless and until the Bank assumes the defense
pursuant to Section 7 of this Article of any Proceeding of which the Bank
receives notice under this Article, the Bank shall pay, in the case of a
Director or officer at the level of Vice President or above, and may pay, in the
case of any other Indemnitee, any Expenses incurred by such Indemnitee in
defending a Proceeding or any appeal therefrom in advance of the final
disposition of such Proceeding ("Advancement of Expenses"); provided, however,
that if the Proceeding is initiated by the Indemnitee or the Disinterested
Directors, then the Bank may, but need not, pay such Expenses in advance of the
final disposition of such Proceeding. The Board of Directors shall have the
authority, in its discretion, to pay Expenses incurred by any other Officer or
any Non-Officer Employee in defending a Proceeding or any appeal therefrom in
advance of the final disposition of such Proceeding.
Notwithstanding the foregoing, to the extent required by the Massachusetts
Business Corporation Law Expenses incurred by an Indemnitee in advance of the
final disposition of a Proceeding may be paid only upon the Bank's receipt of an
undertaking ("Undertaking") by the Indemnitee to repay such payment if there
shall have been a Final Adjudication that such Indemnitee is not entitled to be
indemnified for such expenses under this Article or otherwise. The Bank may
accept such Undertaking without reference to the financial ability of the
Indemnitee to make such repayment.
Section 6. RIGHT OF INDEMNITEE TO BRING SUIT. If a claim under
this Article is not paid in full by the Bank within sixty (60) days after a
written claim has been received by the Bank, except in the case of a claim for
an Advancement of Expenses, in which case the applicable period shall be twenty
(20) days, the Indemnitee may at any time thereafter bring suit against the Bank
to recover the unpaid amount of the claim. If the Indemnitee is successful in
whole or in part in any such suit, or in a suit brought by the Bank to recover
an
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Advancement of Expenses pursuant to the terms of an Undertaking, the Indemnitee
shall also be entitled to be paid the expense of prosecuting or defending such
suit. In any suit brought by the Indemnitee to enforce a right to
indemnification hereunder (but not in a suit brought by the Indemnitee to
enforce a right to an Advancement of Expenses) it shall be a defense that the
Indemnitee has not met the applicable standard of conduct set forth in the
Massachusetts Business Corporation Law. In addition, in any suit by the Bank to
recover an Advancement of Expenses pursuant to the terms of an Undertaking, the
Bank shall be entitled to recover such expenses upon a Final Adjudication that
the Indemnitee has not met the applicable standard of conduct set forth in the
Massachusetts Business Corporation Law. Neither the failure of the Bank
(including its Board of Directors, independent legal counsel, or stockholders)
to have made a determination prior to the commencement of such suit that
indemnification of the Indemnitee is proper in the circumstances because the
Indemnitee has met the applicable standard of conduct set forth in the
Massachusetts Business Corporation Law, nor an actual determination by the Bank
(including its Board of Directors, independent legal counsel or stockholders)
that the Indemnitee has not met such applicable standard of conduct, shall
create a presumption that the Indemnitee has not met the applicable standard of
conduct or, in the case of such a suit brought by the Indemnitee, be a defense
to such suit. In any suit brought by the Indemnitee to enforce a right to
indemnification or to an Advancement of Expenses hereunder, or by the Bank to
recover an Advancement of Expenses pursuant to the terms of an Undertaking, the
burden of proving that the Indemnitee is not entitled to be indemnified, or to
such Advancement of Expenses, under this Article 6 or otherwise shall be on the
Bank.
Section 7. NOTIFICATION AND DEFENSE OF CLAIM. Each Indemnitee
must notify the Bank in writing as soon as practicable of any Proceeding
involving him or her or with respect to which indemnity will or could be sought.
With respect to any Proceeding of which the Bank is so notified, the Bank will
be entitled to participate therein at its own expense and/or to assume the
defense thereof at its own expense, with legal counsel reasonably acceptable to
the Indemnitee. After the Bank notifies the Indemnitee of its election so to
assume such defense, the Bank shall not be liable to the Indemnitee for any
legal or other expenses subsequently incurred by the Indemnitee in connection
with such claim, other than as provided below in this Section 7. The Indemnitee
shall have the right to employ his or her own counsel in connection with such
claim, but the fees and expenses of such counsel incurred after notice from the
Bank of its assumption of the defense thereof shall be at the expense of the
Indemnitee unless (i) the employment of counsel by the Indemnitee has been
authorized by the Bank, (ii) counsel to the Indemnitee shall have reasonably
concluded that there may be a conflict of interest or position on any
significant issue between the Bank and the Indemnitee in the conduct of the
defense of such action, or (iii) the Bank shall not in fact have employed
counsel to assume the defense of such action. In each such case, the fees and
expenses of Indemnitee's counsel reasonably acceptable to the Bank shall be at
the expense, of the Bank, except as otherwise expressly provided by this Article
6. The Bank shall not be entitled, without the consent of the Indemnitee, to
assume the defense of any claim brought by or in the right of the Bank or as to
which counsel for the Indemnitee shall have reasonably made the conclusion
provided for in clause (ii) above.
Section 8. INSURANCE. The Bank may purchase and maintain
insurance to protect itself and any Indemnitee against any liability of any
character asserted against and
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incurred by the Bank or any such Indemnitee, or arising out of any such status,
whether or not the Bank would have the power to indemnify such person against
such liability by law or under the provisions of this Article 6 or under the
Massachusetts Business Corporation Law. The Bank's obligation to provide
indemnification under this Article 6 shall be offset to the extent
indemnification is available from any other source, including any otherwise
applicable insurance coverage under a policy maintained by the Bank or any other
person.
Section 9. DEFINITIONS. For the purposes of this Article:
(a) "Officer" means (i) any person who serves or has served as a
Director of the Bank (ii) any person who serves or has served in any other
office filled by election or appointment by the Board of Directors, whether
or not such person is an officer of the Bank within the definition of that
term as contained in the Bylaws of the Bank, and (iii) any other person who
serves or has served, at the request or direction of the Bank, as a
Director or officer of any of the Bank's wholly-owned subsidiaries;
(b) "non-Officer Employee" means any person who serves or has served
as an employee or agent of the Bank but who is not an Officer;
(c) "Indemnitee" means each Officer, and each non-Officer Employee
whom the Board of Directors has determined to indemnify pursuant to Section
6,2;
(d) "Proceeding" means any action, suit, proceeding or investigation,
civil or criminal, brought or threatened in or before any court, tribunal,
administrative or legislative body or agency; and
(e) "Expenses" means any liability fixed by a judgment, order, decree
or award (including, but not limited to, judgments, fines, ERISA excise
taxes or penalties) in a Proceeding, any amount actually and reasonably
paid in settlement of a Proceeding and any professional fees and other
disbursements reasonably incurred in a Proceeding.
Section 10. OTHER INDEMNIFICATION RIGHTS. The provisions of this
Article shall not be construed to be exclusive. The Bank shall have the power to
indemnify (and to provide for the Advancement of Expenses to) its Officers and
any of its agents or employees who are not Officers and to enter into specific
agreements, commitments or arrangements for indemnification on any terms not
prohibited by law which it deems to be appropriate. Nothing in this Article
shall limit any lawful rights to indemnification existing independently of this
Article.
Section 11. SURVIVAL OF BENEFITS. The provisions of this Article
shall be applicable to persons who shall have ceased to be Directors or officers
of the Bank, and shall inure to the benefit of the heirs, executors and
administrators of persons entitled to be indemnified hereunder. Nothing
hereunder shall be deemed to limit the Bank's authority to indemnify any person
pursuant to any contract or otherwise.
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Section 12. SUBSEQUENT AMENDMENT. The right to indemnification
conferred in this Article shall be a contract right and no amendment,
termination or repeal of this Article or of the relevant provisions of the
Massachusetts Business Corporation Law or any other applicable laws shall affect
or diminish in any way the rights of any Indemnitee to indemnification under the
provisions hereof with respect to any Proceeding arising out of or relating to
any actions, transactions or facts occurring prior to the final adoption of such
amendment, termination or repeal.
Section 13. MERGER OR CONSOLIDATION. If the Bank is merged into or
consolidated with another corporation and the Bank is not the surviving
corporation, the surviving corporation shall assume the obligations of the Bank
under this Article with respect to my action, suit, proceeding or investigation
arising out of or relating to any actions, transactions or facts occurring at or
prior to the date of such merger or consolidation.
Section 14. SUBSEQUENT LEGISLATION. If the Massachusetts General
Laws are amended after adoption of this Article to expand further the
indemnification permitted to Indemnitees, then the Bank shall indemnify such
persons to the fullest extent permitted by the Massachusetts General Laws, as so
amended.
Section 15. SAVINGS CLAUSE. If this Article or any portion hereof
shall be found invalid on any ground by any court of competent jurisdiction,
then the Bank shall nevertheless indemnify each Indemnitee as to any Expenses
with respect to any Proceeding to the fullest extent permitted by any applicable
portion of this Article that shall not have been found invalid and to the
fullest extent permitted by applicable law.
ARTICLE VII
CERTAIN OPERATING PROVISIONS
Section 1. DEPOSITS. The Bank may receive demand, time and any
other types of deposits authorized by applicable law upon such terms and
conditions as may be agreed upon between the depositor and the Bank. Each
depositor, when making the first deposit in an account, shall subscribe to the
appropriate account agreement for that type of account (if there be such an
agreement) and shall subscribe to the Bylaws, assenting to the same and to all
of the regulations of the Bank whether then existing or thereafter enacted.
The Treasurer at his or her discretion shall be at liberty to refuse to
receive any deposits and may require, on such notice as may be required by
applicable law, any depositor or his or her representative, to withdraw the
whole or any part of the amount standing to the credit of his or her account,
except that on a systematic savings account which has been accepted, the
designated monthly deposit may not be refused nor may such an account or any
other term account be ordered to be withdrawn during the term of the applicable
account agreement. In case of neglect or refusal, to withdraw, no part of said
account shall be entitled to receive any subsequent interest.
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Where a depositor becomes indebted to the Bank under any circumstances, the
Bank shall have the right at its option and subject to applicable law, to set
off against such indebtedness an amount equal to such indebtedness by deducting
such amount from the deposits of the depositor.
Section 2. WITHDRAWALS. Deposits and interest may be withdrawn by
the depositor or by any person authorized to act on the depositor's behalf, by
written order or by any other method permitted by the Bank, subject to such
requirements as may be established from time to time by the Bank or by
applicable law. All withdrawals may be made on demand, except that the Bank may
impose such limitations on withdrawals as may be required or permitted by
agreement with the depositor or by law. The Bank may honor withdrawals made
payable to the depositor or to one or more other payees. Any payment made by the
Bank to the depositor, to any person authorized to act on the depositor's behalf
or in accordance with the request or with the consent of the depositor or of any
such person shall discharge the liability of the Bank to all persons to the
extent of such payment. No alleged agreement with a depositor, or with any
person authorized to act on the depositor's behalf, which is inconsistent with
applicable law or these Bylaws or with any rules, regulation or requirement
established by or limitations imposed by the Bank, shall be valid or binding
upon the Bank.
The Bank may collect any fees for services authorized by the Executive
Committee by making charges against a depositor's account. Any depositor may
file with the Treasurer a permanent order, requesting payment of interest as it
is credited, except for interest on deposits in accounts in which the interest
declared thereon may not be withdrawn pursuant to the terms of the applicable
account. Payment of interest pursuant to a permanent interest order by check
payable to such depositor or to such person as he may name in such order, as
evidenced by the return of such check shall be a discharge to the Bank for the
amount paid.
Deposits standing in the name of a deceased depositor or a minor shall be
paid in accordance with law; and payments may be made to the surviving husband,
wife or next of kin of a deceased depositor or to either parent of a minor, to
the extent authorized by applicable law.
Section 3. CONVEYANCES AND FORECLOSURES. Unless otherwise
provided by law or the Board of Directors, the Chairman of the Board, the Chief
Executive Officer, the President, any Vice President, any Assistant Vice
President, the Treasurer, any Assistant Treasurer, any Mortgage Officer, any
Loan Officer and any Real Estate Officer are authorized and empowered severally
to execute, acknowledge and deliver, in the name and on behalf of the Bank,
whenever authorized by the Board of Directors or the Executive Committee by
general or specific vote, all deeds and conveyances of real estate, all
assignments, extensions, releases, partial releases and discharges of mortgages,
and all assignments and transfers of bonds and other securities, and in
connection with any of the foregoing said officers are authorized and empowered
severally to release or assign the interest of the Bank in any policy of
insurance held by it.
Unless otherwise provided by law or the Board of Directors, in the event of
a breach of condition of any mortgage held by the Bank, the Chairman of the
Board, the Chief Executive Officer, the President, any Vice President, any
Assistant Vice President, the Treasurer, any Assistant Treasurer, any Mortgage
Officer, any Loan Officer and any Real Estate Officer are
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authorized and empowered severally, in the name and on behalf of the Bank,
whenever authorized by the Executive Committee or by the Board of Directors by
general or specific vote, to make entry for the purpose of taking possession of
the mortgaged property or of foreclosing such mortgage and to perform any and
all acts necessary or proper to consummate such foreclosure and effect the due
execution of any power of sale contained in such mortgage, including the
execution, acknowledgment and delivery of all deeds and instruments of
conveyance to the purchaser and the execution of all affidavits and certificates
required by law or deemed necessary by any of such officers.
Section 4. TRANSFER. Accounts may be transferred by the owner to
one or more other persons, subject to applicable provisions of law, and a charge
therefor may be imposed as the Board of Directors from time to time may
prescribe, provided that such charge shall not exceed the maximum amount
permitted by law. No transfer shall be valid against the Bank until recorded on
the books of the Bank.
Section 5. LOANS AND INVESTMENTS. Funds of the Bank shall be
loaned or invested in such manner, upon such terms and conditions, in such
amounts and at such rates of interest, as from time to time may be authorized or
approved by the Board of Directors or appropriate officers of the Bank in
accordance with applicable provisions of law.
Section 6. ATTORNEYS. The Board of Directors or the President may
appoint one or more attorneys to examine titles to property offered as security
for loans and to prepare papers of a legal nature required in connection
therewith. The Board of Directors or the President may approve the appointment
of the same or such other attorneys, in general or specific matters, as from
time to time the Board or such officer may deem necessary or advisable.
Section 7. CHARGES ON OVERDUE PAYMENT. The Board of Directors
shall fix the rate of charges to be imposed upon delinquent payments due the
Bank within the limits prescribed by law and shall determine the circumstances
under which and the periods in which such charges may be waived by the.
President, a Vice President, Treasurer or other officer authorized by the Board
of Directors.
Section 8. EMERGENCY. In the event of an emergency declared by a
proper governmental authority, State or Federal, and until declaration of the
termination of such emergency, or in the event of a disaster, either of which
renders ordinary operations of the Bank and/or communications in the area
practically impossible, and until the effects of such a disaster are
substantially overcome, the officers and employees of the Bank shall continue to
conduct its affairs with the assistance of those members of the Board of
Directors who are readily available. The powers and duties of the Board of
Directors may be exercised and performed by said available members with or
without formal meetings and free from the usual notice and quorum requirements.
The emergency powers herein granted shall cease upon declaration of the
termination of the emergency or the overcoming of the same, as aforesaid.
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ARTICLE VIII
TRANSACTIONS WITH INTERESTED PERSONS
For the purposes of this Article, "Interested Person" means any person or
organization in any way interested in the Bank, whether as a director, officer,
stockholder, employee or otherwise, and any other entity in which any director,
officer, stockholder or employee of the Bank is a director, officer, stockholder
or employee or is otherwise interested in any way. The Bank may enter into
contracts or transact business with one or more Interested Persons and may enter
into other contracts or transactions in which one or more Interested Persons are
in any way interested. In the absence of fraud, no such contract or transaction
shall be invalidated or in any way affected by the fact that any such Interested
Person has or may have any interest which is or might be adverse to the interest
of the Bank even though the vote or action of an Interested Person having such
an adverse interest may have been necessary to obligate the Bank upon such
contract or transaction.
At any meeting of the Board of Directors (or of any duly authorized
committee thereof) at which any such contract or transaction shall be authorized
or ratified, any Director having such adverse interest may vote or act thereat
with like force and effect as if he or she had no such interest, provided in
such case that the nature of such interest (though not necessarily the extent or
details thereof) shall be disclosed or shall have been known to the Directors. A
general notice that a Director or officer is interested in any corporation,
organization or other concern of any kind referred to above shall be a
sufficient disclosure as to the interest of such Director or officer with
respect to all contracts and transactions with such corporation, organization or
other concern. No Director shall be disqualified from holding office as a
Director or an officer of the Bank by reason of any such adverse interest,
unless the Board of Directors shall determine that such adverse interest is
detrimental to the Bank. In the absence of fraud, no Director, officer or
stockholder having such adverse interest shall be liable on account of such
adverse interest to the Bank or to any stockholder or creditor thereof or to any
other person for any loss incurred by it under or by reason of such contract or
transaction, nor shall any such Director, officer or stockholder be accountable
on such ground for any gains or profits realized thereon.
ARTICLE IX
NOTICES
Section 1. NOTICES. Except as otherwise specifically provided
herein or required by law, all notices required to be given to any stockholder,
Director, Officer, employee or agent shall be in writing and may in every
instance be effectively given by hand delivery to the recipient thereof, by
depositing such notice in the mails, postage paid, or by sending such notice by
telecommunication. Any such notice shall be addressed to such stockholder,
Director, Officer, employee or agent at his or her last known address as the
same appears on the books of the Bank. The time when such notice is received,
if hand delivered, or dispatched, if delivered through the mails or by
telecommunication, shall be the time of the giving of the notice.
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Section 2. WAIVERS. A written waiver of any notice, signed by a
stockholder, Director, Officer, employee or agent, whether before or after the
time of the event for which notice is to be given, shall be deemed equivalent to
the notice required to be given to such stockholder, Director, Officer, employee
or agent. Neither the business nor the purpose of any meeting need be specified
in such a waiver.
ARTICLE X
MISCELLANEOUS
Section 1. FACSIMILE SIGNATURES. In addition to the provisions
for use of facsimile signatures elsewhere specifically authorized in these
Bylaws, facsimile signatures of any Officer or Officers of the Bank may be used
whenever and as authorized by the Board of Directors or a committee thereof.
Section 2. CORPORATE SEAL. The Board of Directors may provide a
suitable seal, containing the name of the Bank, which seal shall be in the
charge of the Clerk. If and when so directed by the Board of Directors or a
committee thereof, duplicates of the seal may be kept and used by the
Comptroller or by an Assistant Clerk or an assistant to the Comptroller.
Section 3. RELIANCE UPON BOOKS, REPORTS AND RECORDS. Each
Director, each member of any committee designated by the Board of Directors, and
each Officer of the Bank shall, in the performance of his or her duties, be
fully protected in relying in good faith upon the books of account or other
records of the Bank and upon such information, opinions, reports or statements
presented to the Bank by any of its Officers or employees, or committees of the
Board of Directors so designated, or by any other person as to matters which
such Director or committee member reasonably believes are within such other
person's professional or expert competence and who has been selected with
reasonable care by or on behalf of the Bank.
Section 4. FISCAL YEAR. The fiscal year of the Bank shall be as
fixed by the Board of Directors.
Section 5. TIME PERIODS. In applying any provision of these
Bylaws which requires that an act be done or not be done a specified number of
days prior to an event or that an act be done during a period of a specified
number of days prior to an event, calendar days shall be used, the day of the
doing of the act shall be excluded, and the day of the event shall be included.
Section 6. EXECUTION OF INSTRUMENTS. All deeds, leases,
transfers, contracts, bonds, notes and other instruments and obligations to be
entered into by the Bank in the ordinary course of its business without Board of
Directors action may be executed on behalf of the Bank by the Chairman of the
Board, President, any Vice President, Treasurer or any other Officer, employee
or agent of the Bank as the Board of Directors may authorize.
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Section 7. CHARTER. All references in these Bylaws to the Charter
shall be deemed to refer to the Charter of the Bank, as amended and in effect
from time to time.
Section 8. POWERS OF BANK. The Bank shall have and may exercise
all the powers, privileges and authority, express, implied and incidental, now
or hereafter conferred by applicable law and the Bank's Charter.
Section 9. INTERESTED STOCKHOLDER AND DISINTERESTED DIRECTORS. As
used in these Bylaws, the terms "Interested Stockholder" and "Disinterested
Director" shall have the same respective meanings assigned to them in the Bank's
Charter. Any determination of beneficial ownership of securities under these
Bylaws shall be made in the manner specified in the Charter.
ARTICLE XI
AMENDMENT
Section 1. AMENDMENT BY DIRECTORS. The Bylaws of the Bank may be
amended or repealed by the affirmative vote of two-thirds of the whole Board at
a duly constituted meeting of the Board of Directors, unless at the time of such
action there shall be an Interested Stockholder, in which case such action shall
also require the affirmative vote of a majority of the Disinterested Directors
(as such term is defined in the Charter) then in office at such meeting. Not
later than the time of giving notice of the annual meeting of stockholders next
following the amending or repealing by the Directors of any Bylaw, notice
thereof stating the substance of such change shall be given to all stockholders
entitled to vote on amending the Bylaws.
Section 2. AMENDMENT BY STOCKHOLDERS. The Bylaws of the Bank may
be amended or repealed at a duly constituted meeting of stockholders called
expressly for such purpose, by the affirmative vote of at least 80% of the total
voting power of all of the then-outstanding shares of capital stock of the Bank
entitled to vote generally in the election of Directors, voting together as a
single class.
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