ORITANI FINANCIAL CORP.
FEDERAL STOCK CHARTER
Section 1. Corporate Title. The full corporate title of the subsidiary
holding company is Oritani Financial Corp. (the "Company").
Section 2. Duration. The duration of the Company is perpetual.
Section 3. Purpose and Powers. The purpose of the Company is to pursue any
or all of the lawful objectives of a federal mutual holding company chartered
under Section 10(o) of the Home Owners' Loan Act, 12 U.S.C. 1467a(o), and to
exercise all of the express, implied, and incidental powers conferred thereby
and by all acts amendatory thereof and supplemental thereto, subject to the
Constitution and laws of the United States as they are now in effect, or as they
may hereafter be amended, and subject to all lawful and applicable rules,
regulations, and orders of the Office of Thrift Supervision (the "Office").
Section 4. Capital Stock. The total number of shares of all classes of the
capital stock which the Company has authority to issue is 90,000,000 of which
80,000,000 shares shall be common stock, par value $.01 per share, and
10,000,000 shares shall be preferred stock, par value $.01 per share. The shares
may be issued from time to time as authorized by the board of directors without
approval of its shareholders, except as otherwise provided in this Section 4 or
to the extent that such approval is required by governing law, rule, or
regulation. 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. Neither
promissory notes nor future services shall constitute payment or part payment
for the issuance of shares of the Company. The consideration for the shares
shall be cash, tangible or intangible property (to the extent the Company would
be permitted to directly invest in such property), labor, or services actually
performed for the Company, or any combination of the foregoing. In the absence
of actual fraud in the transaction, the value of such property, labor, or
services, as determined by the board of directors of the Company, shall be
conclusive. Upon payment of such consideration, such shares shall be deemed to
be fully paid and nonassessable. In the case of a stock dividend, that part of
the surplus of the Company which is transferred to stated capital upon the
issuance of shares as a share dividend shall be deemed to be the consideration
for their issuance.
Nothing contained in this Section 4 (or in any supplementary sections
hereto) shall entitle the holders of any class or series of capital stock to
vote as a separate class or series or to more than one vote per share. Provided,
that this restriction on voting separately by class or series shall not apply:
(i) To any provision which would authorize the holders of
preferred stock, voting as a class or series, to elect some
members of the board of directors, less than a majority
thereof, in the event of default in the payment of dividends
on any class or series of preferred stock;
(ii) To any provision which would require the holders of preferred
stock, voting as a class or series, to approve the merger or
consolidation of the Company with another corporation or the
sale, lease, or conveyance (other than by mortgage or pledge)
of properties or business in exchange for securities of a
corporation other than the Company if the preferred stock is
exchanged for securities of such other corporation: Provided,
that no provision may require such approval for transactions
undertaken with the assistance or pursuant to the direction of
the Office;
(iii) To any amendment which would adversely change the specific
terms of any class or series of capital stock as set forth in
this Section 4 (or in any supplementary sections hereto),
including any amendment which would create or enlarge any
class or series ranking prior thereto in rights and
preferences. An amendment which increases the number of
authorized shares of any class or series of capital stock, or
substitutes the surviving Company in a merger or consolidation
for the Company, shall not be considered to be such an adverse
change.
A description of the different classes and series (if any) of the Company's
capital stock and a statement of the designations, and the relative rights,
preferences and limitations of the shares of each class of and series (if any)
of capital stock and statement of the authority of the board of directors to
divide the preferred stock into classes or series or both and to determine or
change for any such class or series its designation, number of shares, relative
rights, preferences and limitations are as follows:
A. Common Stock. Except as provided in this Section 4, the holders of
common stock shall exclusively possess all voting power. Each holder of shares
of common stock shall be entitled to one vote for each share held by such
holder, and shall not be entitled to cumulate votes for election of directors.
Whenever there shall have been paid, or declared and set aside for payment,
to the holders of the outstanding shares of any class of stock having preference
over the common stock as to payment of dividends, the full amount of dividends
and of sinking fund, or retirement fund, or other retirement payments, if any,
to which such holders are respectively entitled in preference to the common
stock, then dividends may be paid on the common stock and on any class or series
of stock entitled to participate therewith as to dividends out of any assets
legally available for the payment of dividends.
If at any time Oritani Financial Corp., MHC, the parent mutual holding
company of the Company (the "Mutual Holding Company") converts from the
mutual-to-stock form of organization, a liquidation account shall be established
by any stock holding company parent of Oritani Savings Bank (the "Bank"), and
the Bank. Subject to such, or any other provision for a liquidation account, in
the event of any liquidation, dissolution, or winding up of the Company, the
holders of the common stock (and the holders of any class or series of stock
entitled to participate with the common stock in the distribution of assets)
shall be entitled, after payment or provision for payment of all debts and
liabilities of the Company, to receive the remaining assets of the Company, in
cash or in kind. Each share of common stock shall have the same rights as and be
identical in all respects with all the other shares of common stock.
B. Preferred Stock. The Company may provide for one or more classes of
preferred stock, which shall be separately identified. The shares of any class
may be divided into and issued in series, with each series separately designated
so as to distinguish the shares thereof from the shares of all other series and
classes. All shares of the same class shall be identical except as to the
following relative rights and preferences, as to which there may be variations
between different series:
(a) The distinctive serial designation and the number of shares
constituting such series;
(b) The dividend rate or the amount of dividends to be paid on the
shares of such series, whether dividends shall be cumulative
and, if so, from which date(s), the payment date(s) for
dividends, and the participating or other special rights, if
any, with respect to dividends;
(c) The voting powers, full or limited, if any, of shares of such
series;
(d) Whether the shares of such series shall be redeemable and, if
so, the price(s) at which, and the terms and conditions on
which, such shares may be redeemed;
(e) The amount(s) payable upon the shares of such series in the
event of voluntary or involuntary liquidation, dissolution, or
winding up of the Company;
(f) Whether the shares of such series shall be entitled to the
benefit of a sinking or retirement fund to be applied to the
purchase or redemption of such shares, and if so entitled, the
amount of such fund and the manner of its application,
including the price(s) at which such shares may be redeemed or
purchased through the application of such fund;
(g) Whether the shares of such series shall be convertible into,
or exchangeable for, shares of any other class or classes of
stock of the Company and, if so, the conversion price(s) or
the rate(s) of exchange, and the adjustments thereof, if any,
at which such conversion or exchange may be made, and any
other terms and conditions of such conversion or exchange;
(h) The price or other consideration for which the shares of such
series shall be issued; and
(i) Whether the shares of such series which are redeemed or
converted shall have the status of authorized but unissued
shares of serial preferred stock and whether such shares may
be reissued as shares of the same or any other series of
serial preferred stock.
Each share of each series of serial preferred stock shall have the same
relative rights as and be identical in all respects with all the other shares of
the same series.
The board of directors shall have authority to divide, by the adoption of
supplementary charter sections, any authorized class of preferred stock into
series and, within the limitations set forth in this section and the remainder
of this charter, fix and determine the relative rights and preferences of the
shares of any series so established.
Prior to the issuance of any preferred shares of a series established by a
supplementary charter section adopted by the board of directors, the Company
shall file with the Secretary to the Office a dated copy of that supplementary
section of this charter establishing and designating the series and fixing and
determining the relative rights and preferences thereof.
Section 5. Preemptive Rights. Holders of the capital stock of the Company
shall not be entitled to preemptive rights with respect to any shares of the
Company which may be issued.
Section 6. Beneficial Ownership Limitation. Notwithstanding anything
contained in the Company's charter or bylaws to the contrary, for a period of
five years from the date of any initial public sale of common stock by the
Company, no person other than the Mutual Holding Company shall directly or
indirectly offer to acquire or acquire the beneficial ownership of more than 10%
of any class of any equity security of the Company unless such offer to acquire
or acquisition is approved by a majority of the board of directors. This
limitation shall not apply to the purchase of shares by underwriters in
connection with a public offering, or the purchase of shares by a tax-qualified
employee stock benefit plan which is exempt from the approval requirements under
574.3(c)(1)(vii) of the Office's regulations.
In the event shares are acquired in violation of this Section 6, all shares
beneficially owned by any person in excess of 10% shall be considered "excess
shares" and shall not be counted as shares entitled to vote and shall not be
voted by any person or counted as voting shares in connection with any matters
submitted to the stockholders for a vote.
For the purposes of this Section 6, the following definitions apply.
(1) The term "person" includes an individual, a group acting in
concert, a corporation, a partnership, a savings bank, a
savings and loan association, a joint stock company, a trust,
an unincorporated organization or similar company, a syndicate
or any other group formed for the purpose of acquiring,
holding or disposing of the equity securities of the Company.
(2) The term "offer" includes every offer to buy or otherwise
acquire, solicitation of an offer to sell, tender offer for,
or request or invitation for tenders of, a security or
interest in a security for value.
(3) The term "acquire" includes every type of acquisition, whether
effected by purchase, exchange, operation of law or otherwise.
(4) The term "acting in concert" means (a) knowing participation
in a joint activity or conscious parallel action towards a
common goal whether or not pursuant to an express agreement,
or (b) a combination or pooling of voting or other interests
in the securities of an issuer for a common purpose pursuant
to any contract, understanding, relationship, agreement or
other arrangements, whether written or otherwise.
Section 7. Call for Special Meetings. For a period of five years from the
date of any initial public sale of common stock by the Company, special meetings
of stockholders of the Company may be called only upon direction of the board of
directors.
Section 8. Directors. The Company shall be under the direction of a board
of directors. The number of directors, as provided in the Company's bylaws,
shall not be less than five or more than fifteen except when a greater number is
approved by the Board.
Section 9. Amendment of Certificate. Except as provided in Section 4
hereof, no amendment, addition, alteration, change, or repeal of this charter
shall be made, unless such is first proposed by the board of directors of the
Company, approved by the stockholders by a majority of the total votes eligible
to be cast and submitted to the Office for action as specified by law or
regulation.