LEEDS FEDERAL BANKSHARES, INC.
BYLAWS
ARTICLE I. HOME OFFICE
The home office of Leeds Federal Bankshares, Inc. (the
"Company") is located in the County of Baltimore, State of
Maryland.
ARTICLE II. SHAREHOLDERS
Section 1. Place of Meetings. All annual and special
meetings of shareholders shall be held at the home office of the
Company or at such other place in the State of Maryland as the
board of directors may determine.
Section 2. Annual Meeting. A meeting of the shareholders
of the Company for the election of directors and for the
transaction of any other business of the Company shall be held
annually within 150 days after the end of the Company's fiscal
year, on the fourth Wednesday in October, if not a legal holiday,
and if a legal holiday, then on the next day following which is
not a legal holiday, at 4:00 p.m., or at such other date and time
within such 150-day period as the board of directors may
determine.
Section 3. Special Meetings. Special meetings of the
shareholders relating to a change in control of the Company or to
an amendment of the Charter of the Company may be called only by
the board of directors. Special meetings of the shareholders for
any other purpose or purposes may be called at any time by the
chairman of the board, the president, or a majority of the board
of directors, and shall be called by the chairman of the board,
the president or the secretary upon the written request of the
holders of not less than 10% of all the outstanding capital stock
of the Company entitled to vote at the meeting. Such written
request shall state the purpose or purposes of the meeting and
shall be delivered at the home office of the Company addressed to
the chairman of the board, the president or the secretary.
Section 4. Conduct of Meetings. Annual and special meetings
shall be conducted in accordance with the most current edition of
Robert's Rules of Order or such other procedures as the Board of
Directors shall establish, unless otherwise prescribed by
regulation of the Office of Thrift Supervision (the "Office").
The board of directors shall designate, when present, either the
chairman of the board or president to preside at such meetings.
Section 5. Notice of Meetings. Written notice stating the
place, day and hour of the meeting and the purpose(s) for which
the meeting is called shall be delivered not fewer than 10 nor
more than 50 days before the date of the meeting, either
personally or by mail, by or at the direction of the chairman of
the board, the president, the secretary, or the directors calling
the meeting, to each stockholder of record entitled to vote at
such meeting. If mailed, such notice shall be deemed to be
delivered when deposited in the mail to the address as it appears
on the stock transfer books or records of the Company as of the
record date prescribed in Section 6 of this Article II, with
postage prepaid. When any shareholders' meeting, either annual or
special, is adjourned for 30 days or more, notice of the
adjourned meeting shall be given as in the case of an original
meeting. It shall not be necessary to give any notice of the time
and place of any meeting adjourned for less than 30 days or of
the business to be transacted at the meeting, other than an
announcement at the meeting at which such adjournment is taken.
Section 6. Fixing of Record Date. For the purpose of
determining shareholders entitled to notice of or to vote at any
meeting of shareholders or any adjournment thereof, or to express
consent to, or dissent from, any proposal without a meeting, or
for the purposes of determining shareholders entitled to receive
payment of any dividend, or in order to make a determination of
shareholders for any other proper purpose, the board of directors
shall fix in advance a date as the record date for any such
determination of shareholders. Such date in any case shall be not
more than 60 days and, in case of a meeting of shareholders, not
fewer than 10 days prior to the date on which
the particular action, requiring such determination of
shareholders, is to be taken. When a determination of
shareholders entitled to vote at any meeting of shareholders has
been made as provided in this section, such determination shall
apply to any adjournment.
Section 7. Voting Lists. At least 20 days before each
meeting of the shareholders, the officer or agent having charge
of the stock transfer books for shares of the Company shall make
a complete list of the shareholders entitled to vote at such
meeting, or any adjournment, arranged in alphabetical order, with
the address and the number of shares held by each. This list of
shareholders shall be kept on file at the home office of the
Company and shall be subject to inspection by any stockholder at
any time during usual business hours, for a period of 20 days
prior to such meeting. Such list shall also be produced and kept
open at the time and place of the meeting and shall be subject to
the inspection by any stockholder during the entire time of the
meeting. The original stock transfer book shall constitute prima
facie evidence of the shareholders entitled to examine such list
or transfer books or to vote at any meeting of shareholders.
In lieu of making the shareholders list available for
inspection by shareholders as provided in the preceding
paragraph, the board of directors may elect to follow the
procedures described in Section 552.6(d) of the Office's
regulations as now or hereafter in effect.
Section 8. Quorum. A majority of the outstanding shares of
the Company entitled to vote, represented in person or by proxy,
shall constitute a quorum at a meeting of shareholders. If less
than a majority of the outstanding shares is represented at a
meeting, a majority of the shares so represented may adjourn the
meeting from time to time without further notice. At such
adjourned meeting at which a quorum shall be present or
represented, any business may be transacted which might have been
transacted at the meeting as originally notified. The
shareholders present at a duly organized meeting may continue to
transact business until adjournment, notwithstanding the
withdrawal of enough shareholders to constitute less than a
quorum.
Section 9. Proxies. At all meetings of shareholders, a
stockholder may vote by proxy executed in writing by the
stockholder or by his duly authorized attorney in fact. 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. No proxy
shall be valid more than eleven months from the date of its
execution except for a proxy coupled with an interest.
Section 10. Voting of Shares in the Name of Two or More
Persons. When ownership stands in the name of two or more
persons, in the absence of written directions to the Company to
the contrary, at any meeting of the shareholders of the Company
any one or more of such shareholders 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 and
present in person or by proxy at such meeting, but no votes shall
be cast for such stock if a majority cannot agree.
Section 11. Voting of Shares by Certain Holders. Shares
standing in the name of another corporation may be voted by any
officer, agent or proxy as the bylaws of such corporation may
prescribe, or, in the absence of such provision, as the board of
directors of such corporation may determine. Shares held by an
administrator, executor, guardian or conservator may be voted by
him or her, either in person or by proxy, without a transfer of
such shares into his or her name. Shares standing in the name of
a trustee may be voted by him or her, either in person or by
proxy, but no trustee shall be entitled to vote shares held by
him or her without a transfer of such shares into his or her
name. Shares standing in the name of a receiver may be voted by
such receiver, and shares held by or under the control of a
receiver may be voted by such receiver without the transfer into
his or her name if authority to do so is contained in an
appropriate order of the court or other public authority by which
such receiver was appointed.
A stockholder whose shares are pledged shall be entitled to
vote such shares until the shares have been transferred into the
name of the pledgee and thereafter the pledgee shall be entitled
to vote the shares so transferred.
Neither treasury shares of its own stock held by the
Company, nor shares held by another corporation, if a majority of
the shares entitled to vote for the election of directors of such
other corporation are held by the Company, shall be voted at any
meeting or counted in determining the total number of outstanding
shares at any given time for purposes of any meeting.
Section 12. Cumulative Voting. Shareholders shall not be
entitled to cumulate their votes for election of directors.
Section 13. Inspectors of Election. In advance of any
meeting of shareholders, the board of directors may appoint any
persons other than nominees for office as inspectors of election
to act at such meeting or any adjournment. The number of
inspectors shall be either one or three. Any such appointment
shall not be altered at the meeting. If inspectors of election
are not so appointed, the chairman of the board or the president
may, or on the request of not fewer than 10% of the votes
represented at the meeting shall, make such appointment at the
meeting. If appointed at the meeting, the majority of the votes
present shall determine whether one or three inspectors are to be
appointed. In case any person appointed as inspector fails to
appear or fails or refuses to act, the vacancy may be filled by
appointment by the board of directors in advance of the meeting,
or at the meeting by the chairman of the board or the president.
The duties of such inspectors shall include: determining the
number of shares and the voting power of each share, the shares
represented at the meeting, the existence of a quorum, and the
authenticity, validity and effect of proxies; receiving votes,
ballots, or consents; hearing and determining all challenges and
questions in any way arising in connection with the rights to
vote; counting and tabulating all votes or consents; determining
the result; and such acts as may be proper to conduct the
election or vote with fairness to all shareholders.
Section 14. Nominating Committee. The board of directors
shall act as a nominating committee for selecting the management
nominees for election as directors. Except in the case of a
nominee substituted as a result of the death or other incapacity
of a management nominee, the nominating committee shall deliver
written nominations to the secretary at least 20 days prior to
the date of the annual meeting. Upon delivery, such nominations
shall be posted in a conspicuous place in the principal place of
business of the Company. No nominations for directors except
those made by the nominating committee shall be voted upon at the
annual meeting unless other nominations by shareholders are made
in writing and delivered to the secretary of the Company at least
five days prior to the date of the annual meeting. Upon delivery,
such nominations shall be posted in a conspicuous place in the
principal place of business of the Company. Ballots bearing the
names of all persons nominated by the nominating committee and by
shareholders shall be provided for use at the annual meeting.
However, if the nominating committee shall fail or refuse to act
at least 20 days prior to the annual meeting, nominations for
directors may be made at the annual meeting by any stockholder
entitled to vote and shall be voted upon.
Section 15. New Business. Any new business to be taken up
at the annual meeting shall be stated in writing and filed with
the secretary of the Company at least five days before the date
of the annual meeting, and all business so stated, proposed, and
filed shall be considered at the annual meeting; but no other
proposal shall be acted upon at the annual meeting. Any
stockholder may make any other proposal at the annual meeting and
the same may be discussed and considered, but unless stated in
writing and filed with the secretary at least five days before
the meeting, such proposal shall be laid over for action at the
next annual meeting or at an adjourned, special, or annual
meeting of the shareholders taking place at least 30 days
thereafter. This provision shall not prevent the consideration
and approval or disapproval at the annual meeting of reports of
officers, directors and committees; but in connection with such
reports no new business shall be acted upon at such annual
meeting unless stated and filed as herein provided.
Section 16. Informal Action by Shareholders. Any action
required to be taken at a meeting of the shareholders, or any
other action which may be taken at a meeting of the shareholders,
may be taken without a meeting if consent in writing, setting
forth the action so taken, shall be given by all of the
shareholders entitled to vote with respect to the subject matter.
ARTICLE III. BOARD OF DIRECTORS
Section 1. General Powers. The business and affairs of the
Company shall be under the direction of its board of directors.
The board of directors shall annually elect a chairman of the
board and a president from among its members and shall designate,
when present, either the chairman of the board or the president
to preside at its meetings.
Section 2. Number and Term. The board of directors shall
consist of six members and shall be divided into three classes as
nearly as equal in number as possible. The members of each class
shall be elected for a term of three years and until their
successors are elected and qualified. One class shall be elected
by ballot annually.
Section 3. Regular Meetings. A regular meeting of the board
of directors shall be held without other notice than this bylaw
immediately after, and at the same place as, the annual meeting
of shareholders. The board of directors may provide, by
resolution, the time and place, within the Company's normal
lending area, for the holding of additional regular meetings
without other notice than such resolution.
Members of the board of directors may participate in regular
meetings by means of conference telephone, or by means of similar
communications equipment by which all persons participating in
the meeting can hear each other. Such participation shall
constitute attendance for all purposes, including the purpose of
compensation pursuant to Section 12 of this Article.
Section 4. Qualification. Each director shall at all times
be the beneficial owner of not less than 100 shares of capital
stock of the Company unless the Company is a wholly owned
subsidiary of a holding company.
Section 5. Special Meetings. Special meetings of the board
of directors may be called by or at the request of the chairman
of the board, the president or one-third of the directors. The
persons authorized to call special meetings of the board of
directors may fix any place within the Company's normal lending
area as the place for holding any special meeting of the board of
directors called by such persons.
Members of the board of directors may participate in special
meetings by means of conference telephone, or by means of similar
communications equipment by which all persons participating in
the meeting can hear each other. Such participation shall
constitute attendance for all purposes, including the purpose of
compensation pursuant to Section 12 of this Article.
Section 6. Notice. Written notice of any special meeting
shall be given to each director at least two days prior thereto
when delivered personally or by telegram, or at least five days
prior thereto when delivered by mail at the address at which the
director is most likely to be reached. Such notice shall be
deemed to be delivered when deposited in the mail so addressed,
with postage prepaid if mailed, or when delivered to the
telegraph company if sent by telegram. Any director may waive
notice of any meeting by a writing filed with the secretary. The
attendance of a director at a meeting shall constitute a waiver
of notice of such meeting, except where a director attends a
meeting for the express purpose of objecting to the transaction
of any business because the meeting is not lawfully called or
convened. 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.
Section 7. Quorum. A majority of the number of directors
fixed by Section 2 of this Article III shall constitute a quorum
for the transaction of business at any meeting of the board of
directors, but if less than such
majority is present at a meeting, a majority of the directors
present may adjourn the meeting from time to time. Notice of any
adjourned meeting shall be given in the same manner as prescribed
by Section 6 of this Article III.
Section 8. Manner of Acting. The act of the majority of
the directors present at a meeting at which a quorum is present
shall be the act of the board of directors, unless a greater
number is prescribed by applicable regulation or by these bylaws.
Section 9. Action Without a Meeting. Any action required
or permitted to be taken by the board of directors at a 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.
Section 10. Resignation. Any director may resign at any
time by sending a written notice of such resignation to the home
office of the Company addressed to the chairman of the board, the
president, or the secretary. Unless otherwise specified such
resignation shall take effect upon receipt by the chairman of the
board, the president, or the secretary. The Board may, in its
discretion by a majority vote, remove any director who has
absented without authority of the board from three consecutive
meetings of the board.
Section 11. Vacancies. Any vacancy occurring in the board
of directors may be filled by the affirmative vote of a majority
of the remaining directors, although less than a quorum of the
board of directors. A director elected to fill a vacancy shall be
elected to serve until the next election of directors by the
shareholders. Any directorship to be filled by reason of an
increase in the number of directors may be filled by election by
the board of directors for a term of office continuing only until
the next election of directors by the shareholders.
Section 12. Compensation. Directors, as such, may receive
a stated salary for their services. By resolution of the board of
directors, a reasonable fixed sum or such other reasonable
compensation, including reasonable expenses of attendance, if
any, may be allowed for actual attendance at each regular or
special meeting of the board of directors. Members of either
standing or special committees may be allowed such compensation
for actual attendance at committee meetings as the board of
directors may determine.
Section 13. Presumption of Assent. A director of the
Company who is present at a meeting of the board of directors at
which action on any Company matter is taken shall be presumed to
have assented to the action taken unless his or her dissent or
abstention shall be entered in the minutes of the meeting or
unless he or she shall file a written dissent to such action with
the person acting as the secretary of the meeting before the
adjournment thereof or shall forward such dissent by registered
mail to the secretary of the Company within five days after the
date a copy of the minutes of the meeting is received. Such right
to dissent shall not apply to a director who voted in favor of
such action.
Section 14. Removal of Directors. Any director may be
removed for cause by a two-thirds vote of the board. At a meeting
of shareholders called expressly for that purpose, any director
may be removed for cause by a vote of the holders of a majority
of the shares then entitled to vote at an election of directors.
If less than the entire board is to be removed, no one of the
directors may be removed if the votes cast against the removal
would be sufficient to elect a director if then cumulatively
voted at an election of the class of directors of which such
director is a part. Whenever the holders of the shares of any
class are entitled to elect one or more directors by the
provisions of the charter or supplemental sections thereto, the
provisions of this section shall apply, in respect to the removal
of a director or directors so elected, to the vote of the holders
of the outstanding shares of that class and not to the vote of
the outstanding shares as a whole.
ARTICLE IV. EXECUTIVE AND OTHER COMMITTEES
Section 1. Appointment. The board of directors, by
resolution adopted by a majority of the full board, may designate
the chief executive officer and two or more of the other
directors to constitute an executive committee. The
designation of any committee pursuant to this Article IV and the
delegation of authority shall not operate to relieve the board
of directors, or any director, of any responsibility imposed by
law or regulation.
Section 2. Authority. The executive committee, when the
board of directors is not in session, shall have and may exercise
all of the authority of the board of directors except to the
extent, if any, that such authority shall be limited by the
resolution appointing the executive committee; and except also
that the executive committee shall not have the authority of the
board of directors with reference to: the declaration of
dividends; the amendment of the charter or bylaws of the Company,
or recommending to the shareholders a plan of merger,
consolidation, or conversion; the sale, lease or other
disposition of all or substantially all of the property and
assets of the Company otherwise than in the usual and regular
course of its business; a voluntary dissolution of the Company; a
revocation of any of the foregoing; or the approval of a
transaction in which any member of the executive committee,
directly or indirectly, has any material beneficial interest.
Section 3. Tenure. Subject to the provisions of Section 8
of this Article IV, each member of the executive committee shall
hold office until the next regular annual meeting of the board of
directors following his or her designation and until a successor
is designated as a member of the executive committee.
Section 4. Meetings. Regular meetings of the executive
committee may be held without notice at such times and places as
the executive committee may fix from time to time by resolution.
Special meetings of the executive committee may be called by any
member thereof upon not less than 24 hour's notice stating the
place, date and hour of the meeting, which notice may be written
or oral. Any member of the executive committee may waive notice
of any meeting and no notice of any meeting need be given to any
member thereof who attends in person. The notice of a meeting of
the executive committee need not state the business proposed to
be transacted at the meeting.
Section 5. Quorum. A majority of the members of the
executive committee shall constitute a quorum for the transaction
of business at any meeting thereof, and action of the executive
committee must be authorized by the affirmative vote of a
majority of the members present at a meeting at which a quorum is
present.
Section 6. Action Without a Meeting. Any action required
or permitted to be taken by the executive committee at a 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 members
of the executive committee.
Section 7. Vacancies. Any vacancy in the executive
committee may be filled by a resolution adopted by a majority of
the full board of directors.
Section 8. Resignations and Removal. Any member of the
executive committee may be removed at any time with or without
cause by resolution adopted by a majority of the full board of
directors. Any member of the executive committee may resign from
the executive committee at any time by giving written notice to
the president or secretary of the Company. Unless otherwise
specified, such resignation shall take effect upon its receipt;
the acceptance of such resignation shall not be necessary to make
it effective.
Section 9. Procedure. In the absence of the Chairman of
the executive committee, the executive committee shall elect a
presiding officer from its members. The executive committee may
fix its own rules of procedure which shall not be inconsistent
with these bylaws. It shall keep regular minutes of its
proceedings and report the same to the board of directors for its
information at the meeting held next after the proceedings shall
have occurred.
Section 10. Other Committees. The board of directors may
by resolution establish any committee composed of directors as
they may determine to be necessary or appropriate for the conduct
of the business of the Company and may prescribe the duties,
constitution and procedures thereof. The Chairman of the Board
and the President shall be members of all said committees with
the exception of any examining (audit) committee, should such
committee be established, the meetings of which they shall attend
by invitation.
ARTICLE V. OFFICERS
Section 1. Positions. The officers of the Company shall be
a president, one or more vice presidents, a secretary, and a
treasurer, each of whom shall be elected by the board of
directors. The board of directors also may designate the
chairman of the board as an officer. The president shall be the
chief executive officer, unless the board of directors designates
the chairman of the board as chief executive officer. The
president shall be a director of the Company. The offices of the
secretary and treasurer may be held by the same person and a vice
president also may be either the secretary or the treasurer. The
board of directors may designate one or more vice presidents as
executive vice president or senior vice president. The board of
directors also may elect or authorize the appointment of such
other officers as the business of the Company may require. The
officers shall have such authority and perform such duties as the
board of directors may from time to time authorize or determine.
In the absence of action by the board of directors, the officers
shall have such powers and duties as generally pertain to their
respective offices.
Section 2. Election and Term of Office. The officers of
the Company shall be elected annually at the first meeting of the
board of directors held after each annual meeting of the
shareholders. If the election of officers is not held at such
meeting, such election shall be held as soon thereafter as
possible. Each officer shall hold office until a successor has
been duly elected and qualified or until the officer's death,
resignation or removal in the manner hereinafter provided.
Election or appointment of an officer, employee or agent shall
not of itself create contractual rights. The board of directors
may authorize the Company to enter into an employment contract
with any officer in accordance with applicable regulations; but
no such contract shall impair the right of the board of directors
to remove any officer at any time in accordance with Section 3 of
this Article V.
Section 3. Removal. Any officer may be removed by the board
of directors whenever in its judgment the best interests of the
Company will be served thereby, but such removal, other than for
cause, shall be without prejudice to the contractual rights, if
any, of the person so removed.
Section 4. Vacancies. A vacancy in any office because of
death, resignation, removal, disqualification or otherwise, may
be filled by the board of directors for the unexpired portion of
the term.
Section 5. Remuneration. The remuneration of the officers
shall be fixed from time to time by the board of directors.
Section 6. Execution of Instruments, Generally. All
documents and instruments or writings of any nature shall be
signed, executed, verified, and delivered by such officers,
agents, or employees of the Company or any one of them and in
such manner as from time to time may be determined by resolution
of the board. All notes, drafts, acceptances, checks,
endorsements, and all evidences of indebtedness of the Company
whatsoever shall be signed by such officer or officers or such
agent or agents of the Company and in such manner as the board
may from time to time determine. Endorsements for deposit to the
credit of the Company in any of its duly authorized depositories
shall be made in such manner as the board may from time to time
determine. Proxies to vote with respect to shares or accounts of
other savings banks, or stock of other corporations owned by, or
standing in the name of, the Company may be executed and
delivered from time to time on behalf of the Company by the
president or a vice president and the secretary or an assistant
secretary of the Company or by any other persons so authorized by
the board.
ARTICLE VI. INDEMNIFICATION
The Company shall indemnify its directors, officer, and
employees in accordance with the following requirements:
(a) Definitions and rules of construction.
(1) Definitions for purposes of this Article
(i) Action. The term "action" means any judicial
or administrative proceeding, or threatened proceeding, whether
civil, criminal, or otherwise, including any appeal or other
proceeding for review;
(ii) Court. The term "court" includes, without
limitation, any court to which or in which any appeal or
proceeding for review is brought.
(iii) Final judgment. The term "final judgment"
means a judgment, decree, or order which is not appealable or as
to which the period for appeal has expired with no appeal taken.
(iv) Settlement. The term "settlement" includes
entry of a judgment by consent or confession or a plea of guilty
or nolo contendere.
(2) References in this Article to any individual or
other person, including any savings bank, shall include legal
representatives, successors, and assigns thereof.
(b) General. Subject to paragraphs (c) and (f) of this
Article, the Company shall indemnify any person against whom an
action is brought or threatened because that person is or was a
director, officer, or employee of the Company, for:
(1) Any amount for which that person becomes liable
under a judgment in such action; and
(2) Reasonable costs and expenses, including
reasonable attorney's fees, actually paid or incurred by that
person in defending or settling such action, or in enforcing his
or her rights under this Article if he or she attains a favorable
judgment in such enforcement action.
(c) Requirements. Indemnification shall be made to person
under paragraph (b) of this Article only if:
(1) Final judgment on the merits is in his or her
favor;
(2) In case of:
(i) Settlement,
(ii) Final judgment against him or her, or
(iii)Final judgment in his or her favor, other
than on the merits, if a majority of the disinterested directors
of the Company determine that he or she was acting in good faith
within the scope of his or her employment or authority as he or
she could reasonably have perceived it under the circumstances
and for a purpose he or she could reasonably have believed under
the circumstances was in the best interests of the Company or its
members.
However, no indemnification shall be made unless the Company
gives the Office at least 60 days' notice of its intention to
make such indemnification. Such notice shall state the facts on
which the action arose, the terms of any settlement, and any
disposition of the action by a court. Such notice, a copy
thereof, and a certified copy of the resolution containing the
required determination by the board of directors shall be sent to
the District Director, who shall promptly acknowledge receipt
thereof. The notice period shall run from the date of such
receipt. No such indemnification shall be made if the Director of
the Office advises the Company in writing, within such notice
period, of his or her objection thereto.
(d) Insurance. The Company shall obtain insurance to
protect it and its directors, officers, and employees from
potential losses arising from claims against any of them for
alleged wrongful acts, or wrongful acts, committed in their
capacity as directors, officers, or employees. The Company may
not obtain insurance which provides for payment of losses of any
person incurred as a consequence of his or her willful or
criminal misconduct.
(e) Payment of expenses. If a majority of the directors of
the Company conclude that, in connection with an action, any
person ultimately may become entitled to indemnification under
this Article, the directors may authorize payment of reasonable
costs and expenses, including reasonable attorneys' fees, arising
from the defense or settlement of such action. Nothing in this
paragraph (e) shall prevent the directors of the Company from
imposing such conditions on a payment of expenses as they deem
warranted and in the interests of the Company. Before making
advance payment of expenses under this paragraph (e), the Company
shall obtain an agreement that the Company will be repaid if the
person on whose behalf payment is made is later determined not to
be entitled to such indemnification.
(f) Exclusiveness of provisions. The indemnification of any
person referred to in paragraph (b) shall be governed solely by
these bylaws as provided for in 12 C.F.R. Section545.121 (b) and
the obtaining of insurance as referred to in paragraph (d) shall
be governed by paragraph (d) of 12 C.F.R. Section545.121.
ARTICLE VII. CERTIFICATES FOR SHARES AND THEIR TRANSFER
Section 1. Certificates for Shares. Certificates
representing shares of capital stock of the Company shall be in
such form as shall be determined by the board of directors and
approved by the Office. Such certificates shall be signed by the
chief executive officer or by any other officer of the Company
authorized by the board of directors, attested by the secretary
or an assistant secretary, and sealed with the corporate seal or
a facsimile thereof. The signature of such officers upon a
certificate may be facsimiles if the certificate is manually
signed on behalf of a transfer agent or a registrar, other than
the Company itself or one of its employees. Each certificate for
shares of capital stock shall be consecutively numbered or
otherwise identified. The name and address of the person to whom
the shares are issued, with the number of shares and date of
issue, shall be entered on the stock transfer books of the
Company.
All certificates surrendered to the Company for transfer
shall be canceled and no new certificate shall be issued until
the former certificate for a like number of shares has been
surrendered and canceled, except that in case of a lost or
destroyed certificate, a new certificate may be issued upon such
terms and indemnity to the Company as the board of directors may
prescribe.
Section 2. Transfer of Shares. Transfer of shares of
capital stock of the Company shall be made only on its stock
transfer books. Authority for such transfer shall be given only
by the holder of record or by his or her legal representative,
who shall furnish proper evidence of such authority, or by his or
her attorney authorized by a duly executed power of attorney and
filed with the Company. Such transfer shall be made only on
surrender for cancellation of the certificate for such shares.
The person in whose name shares of capital stock stand on the
books of the Company shall be deemed by the Company to be the
owner for all purposes.
ARTICLE VIII. FISCAL YEAR; ANNUAL AUDIT
The fiscal year of the Company shall end on June 30 of each
year. The Company shall be subject to an annual audit as of the
end of its fiscal year by independent public accountants
appointed by and responsible to the board of directors. The
appointment of such accountants shall be subject to annual
ratification by the shareholders.
ARTICLE IX. DIVIDENDS
Subject to the terms of the Company's charter and the
regulations and orders of the Office, the board of directors may,
from time to time, declare, and the Company may pay, dividends on
its outstanding shares of capital stock.
ARTICLE X. CORPORATE SEAL
The board of directors may provide the Company a seal, which
shall be two concentric circles between which shall be the name
of the Company. The year of incorporation or an emblem may appear
in the center.
ARTICLE XI. AMENDMENTS
These bylaws may be amended in a manner consistent with
regulations of the Office and at any time by a majority vote of
the full board of directors, or by a majority vote of the votes
cast by the shareholders of the Company at any legal meeting.