RESTATED CERTIFICATE OF INCORPORATION
OF
BCB BANCORP, INC.
Pursuant to the provisions of Section 14A:9-5, Corporations, General, of the New
Jersey Statutes, the undersigned corporation hereby executes the following
Restated Certificate of Incorporation:
ARTICLE I
Corporate Name
The name of the Corporation shall be BCB Bancorp, Inc.
ARTICLE II
Registered Office and Registered Agent
The address of the Corporation's registered office is:
BCB Bancorp, Inc.
860 Broadway
Bayonne, New Jersey 07002
The name of the registered agent at that address is:
Donald Mindiak
President and Chief Executive Officer
ARTICLE III
Initial Board of Directors and Number of Directors
The number of directors shall be governed by the By-laws of the
Corporation. The number of directors constituting the initial Board of Directors
shall be eighteen (18). The names and addresses of the initial Board of
Directors are as follows:
Name Address
---- -------
Robert Ballance 76 West 8th Street, Bayonne, New Jersey 07002
Judith Q. Bielan 21 Trask Avenue, Bayonne, New Jersey 07002
Joseph Brogan 300 3rd Avenue, Belmar, New Jersey 07719
James E. Collins 61 West 3rd Street, Bayonne, New Jersey 07002
Thomas Coughlin 27 Willow Way, Berkley Heights, New Jersey 07922
Donald Cymbor 86 West 14th Street, Bayonne, New Jersey 07002
Robert G. Doria 30 West 13th Street, Bayonne, New Jersey 07002
Phyllis Garelick 31 Parkview Terrace, Bayonne, New Jersey 07002
Mark Hogan 4 Harvest Lane, Tinton Falls, New Jersey 07725
John Hughes 870 Avenue C., Bayonne, New Jersey 07002
Joseph Lyga 78 West 14th Street, Bayonne, New Jersey 07002
H. Mickey McCabe 14 East 41st Street, Bayonne, New Jersey 07002
Dr. Gary Maita 208 Avenue A., Bayonne, New Jersey 07002
Donald Mindiak 209 Martool Drive, Woodbridge, New Jersey 07095
Alexander Pasiechnik 22 East 18th Street, Bayonne, New Jersey 07002
Dr. August Pellegrini 942 Avenue C., Bayonne, New Jersey 07002
Kenneth Poesl 18 Wesley Court, Bayonne, New Jersey 07002
Joseph Tagliareni 14 West 13th Street, Bayonne, New Jersey 07002
ARTICLE IV
Corporate Purpose
The purpose for which the Corporation is organized is to engage in any
activities for which corporations may be organized under the New Jersey Business
Corporation Act.
ARTICLE V
Capital Stock
The Corporation is authorized to issue 20,000,000 shares of common stock,
without par value.
ARTICLE VI
Limitation of Liability
Subject to the following, a director or officer of the Corporation shall
not be personally liable to the Corporation or its shareholders for damages for
breach of any duty owed to the Corporation or its shareholders. The preceding
sentence shall not relieve a director or officer from liability for any breach
of duty based upon an act or omission (i) in breach of such person's duty of
loyalty to the Corporation or its shareholders, (ii) not in good faith or
involving a knowing violation of law, or (iii) resulting in receipt by such
person of an improper personal benefit. If the New Jersey Business Corporation
Act is amended to authorize corporate action further eliminating or limiting the
personal liability of directors or officers, then the liability of a director or
officer or both of the Corporation shall be eliminated or limited to the fullest
extent permitted by the New Jersey Business Corporation Act as so amended. Any
amendment to this Certificate of Incorporation, or change in law which
authorizes this paragraph shall not adversely affect any then existing right or
protection of a director or officer of the Corporation.
ARTICLE VII
Indemnification
The Corporation shall indemnify its officers, directors, employees and
agents and former officers, directors, employees and agents, and any other
persons serving at the request of the Corporation as an officer, director,
employee or agent of another corporation, association, partnership, joint
venture, trust, or other enterprise, against expenses (including attorneys'
fees, judgments, fines and amounts paid in settlement) incurred in connection
with any pending or threatened action, suit, or proceeding, whether civil,
criminal, administrative or investigative, with respect to which such officer,
director, employee, agent or other person is party, or is threatened to be made
a party, to the full extent permitted by the New Jersey Business Corporation
Act. The indemnification provided herein (i) shall not be deemed exclusive of
any other right to which any person seeking indemnification may be entitled
under any by-law, agreement, or vote of shareholders of disinterested directors
or otherwise, both as to action in his or her official capacity and as to action
in any other capacity, and (ii) shall insure to the benefit of the heirs,
executors, and the administrators of any such person. The Corporation shall have
the power, but shall not be obligated, to purchase and maintain insurance on
behalf of any person or persons enumerated above against any liability asserted
against or incurred by them or any of them arising out of their status as
corporate directors, officers, employees, or agents whether or not the
Corporation would have the power to indemnify them against such liability under
the provisions of this article.
The Corporation shall, from time to time, reimburse or advance to any
person referred to in this article the funds necessary for payment of expenses,
including attorneys' fees, incurred in connection with any action, suit or
proceeding referred to in this article, upon receipt of a written undertaking by
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or on behalf of such person to repay such amount(s) if a judgment or other final
adjudication adverse to the director or officer establishes that the director's
or officer's acts or omissions (i) constitute a breach of the director's or
officer's duty of loyalty to the corporation or its shareholders, (ii) were not
in good faith, (iii) involved a knowing violation of law, (iv) resulted in the
director or officer receiving an improper personal benefit, or (v) were
otherwise of such a character that New Jersey law would require that such
amount(s) be repaid.
ARTICLE VIII
Name and Address of Incorporator
The name and address of the incorporator is:
Alan Schick, Esq.
Luse Gorman Pomerenk & Schick, P.C.
5335 Wisconsin Avenue, N.W., Suite 400
Washington, DC 20015
ARTICLE IX
Staggered Board of Directors
The number of directors shall be fixed from time to time exclusively by the
Board of Directors pursuant to a resolution adopted by a majority of the whole
board. The directors shall be divided into three classes, with the term of
office of the first class to expire at the next 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. At each
annual meeting of stockholders following such initial classification and
election, directors elected to succeed those directors whose terms expire shall
be elected for a term of office to expire at the third succeeding annual meeting
of stockholders after their election."
Dated: February 25, 2010
/s/Donald Mindiak
---------------------
Donald Mindiak
President and Chief Executive Officer
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