BYLAWS
OF
SYNERGY FINANCIAL GROUP, INC.
ARTICLE I - Home Office
The home office of Synergy Financial Group, Inc. (the "Corporation")
shall be located in Cranford, New Jersey. The Corporation may also have offices
at such other places within or outside of the State of New Jersey as the board
of directors shall from time to time determine.
ARTICLE II - Shareholders
Section 1. Place of Meetings. All annual and special meetings of
shareholders shall be held at the home office of the Corporation or at such
other convenient place as the board of directors may determine.
Section 2. Annual Meeting. A meeting of the shareholders of the
Corporation for the election of directors and for the transaction of any other
business of the Corporation shall be held annually at such date and time as the
board of directors may determine.
Section 3. Special Meetings. Special meetings of the shareholders for
any purpose or purposes may be called only in accordance with the provisions of
the Corporation's Certificate of Incorporation. Notwithstanding any other
provision of the Certificate of Incorporation or these Bylaws of the
Corporation, any action required to be taken or which may be taken at any annual
or special meeting of shareholders of the Corporation may be taken without a
meeting, only as provided in the Certificate of Incorporation.
Section 4. Conduct of Meetings. Annual and special meetings shall be
conducted in accordance with rules and procedures adopted by the board of
directors.
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 ten 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, or the secretary, or the directors calling the
meeting, to each shareholder of record entitled to vote at such meeting. If
mailed, such notice shall be deemed to be delivered when deposited in the mail,
addressed to the shareholder at the address as it appears on the stock transfer
books or records of the Corporation 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, or 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 ten (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
6, such determination shall apply to any adjournment.
Section 7. Voting Lists. A list of shareholders shall be kept on file
at the home office of the Corporation and shall be subject to inspection, for a
proper purpose and upon five days written demand, by any shareholder who has
been a shareholder of record for at least six months preceding his or her demand
or by any person holding, or so authorized in writing by the holders of, at
least five percent (5%) of the outstanding shares.
Section 8. Quorum. A majority of the outstanding shares of the
Corporation 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, subject to the notice
requirements of Section 5 of this Article II. 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 shareholder may
vote by proxy executed by the shareholder in the manner provided by the
Certificate of Incorporation. Proxies solicited on behalf of the management
shall be voted as directed by the shareholder 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 unless otherwise
provided in the proxy.
Section 10. Voting. At each election for directors, every shareholder
entitled to vote at such election shall be entitled to one vote for each share
of stock held by him or her. Directors shall be elected by a plurality of votes
of the shares present in person or represented by proxy at the meeting and
entitled to vote on the election of directors. Unless otherwise provided in the
Certificate of Incorporation, by statute, or by these Bylaws, in matters other
than the election of directors, a majority of the shares present in person or
represented by proxy at a lawful meeting and entitled to vote on the subject
matter, shall be sufficient to pass on a transaction or matter.
Section 11. Voting of Shares in the Name of Two or More Persons. When
ownership of stock stands in the name of two or more persons, in the absence of
written directions to the Corporation to the contrary, at any meeting of the
shareholders of the Corporation, 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 12. Voting of Shares of 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.
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A shareholder 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 Corporation 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
Corporation, 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 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 ten percent (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.
Unless otherwise prescribed by resolution of the board of directors,
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 appoint
a nominating committee of at least three directors 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. Provided that such committee
makes such nominations, 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 Corporation in accordance with the provisions of Article II, Section 15
of these Bylaws.
Section 15. Notice for Nominations and Proposals. Nominations of
candidates for election as directors at any annual meeting of shareholders may
be made (a) by, or at the direction of, a majority of the board of directors or
(b) by any shareholder entitled to vote at such annual meeting. Only persons
nominated in accordance with the procedures set forth in this Section 15 shall
be eligible for election as directors at an annual meeting. Ballots bearing the
names of all the persons who have been nominated for election as directors at an
annual meeting in accordance with the procedures set forth in this Section 15
shall be provided for use at the annual meeting.
Nominations, other than those made by or at the direction of the board
of directors, shall be made pursuant to timely notice in writing to the
Secretary of the Corporation as set forth in this Section 15. To be timely, a
shareholder's notice shall be delivered to, or mailed and received at, the
principal office of the Corporation not less than 60 days prior to the
anniversary date of the immediately preceding annual meeting of shareholders of
the Corporation; provided, however, that with respect to the first scheduled
annual meeting, notice by the shareholder must be so delivered or received no
later than the close of business on the
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tenth day following the day on which notice of the date of the scheduled meeting
must be delivered or received no later than the close of business on the fifth
day preceding the date of the meeting. Such shareholder's notice shall set forth
(a) as to each person whom the shareholder proposes to nominate for election or
re-election as a director and as to the shareholder giving the notice (i) the
name, age, business address and residence address of such person, (ii) the
principal occupation or employment of such person, (iii) the class and number of
shares of Corporation stock which are Beneficially Owned (as defined in Article
XIV of the Certificate of Incorporation) by such person on the date of such
shareholder notice, and (iv) any other information relating to such person that
is required to be disclosed in solicitations of proxies with respect to nominees
for election as directors, pursuant to Regulation 14A under the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), including, but not
limited to, information required to be disclosed by Items 4, 5, 6 and 7 of
Schedule 14A to be filed with the Securities and Exchange Commission (or any
successors of such items or schedule); and (b) as to the shareholder giving the
notice (i) the name and address, as they appear on the Corporation's books, of
such shareholder and any other shareholders known by such shareholder to be
supporting such nominees and (ii) the class and number of shares of Corporation
stock which are Beneficially Owned by such shareholder on the date of such
shareholder notice and, to the extent known, by any other shareholders known by
such shareholder to be supporting such nominees on the date of such shareholder
notice. At the request of the board of directors, any person nominated by, or at
the direction of, the board for election as a director at an annual meeting
shall furnish to the Secretary of the Corporation that information required to
be set forth in a shareholder's notice of nomination which pertains to the
nominee.
Nominations for directors to be elected at an annual meeting of
shareholders, except those made by the board of directors of the Corporation,
must also be accompanied by a certification, under oath before a notary public,
by each nominee that he or she meets the eligibility requirements to be a
director as set forth in Article III, Sections 16-19 of these Bylaws.
Proposals, other than those made by or at the direction of the board of
directors, shall be made pursuant to timely notice in writing to the Secretary
of the Corporation as set forth in this Section 15. For shareholder proposals to
be included in the Corporation's proxy materials, the shareholder must comply
with all the timing and informational requirements of Rule 14a-8 of the Exchange
Act (or any successor regulation). With respect to shareholder proposals to be
considered at the annual meeting of shareholders but not included in the
Corporation's proxy materials, the shareholder's notice shall be delivered to,
or mailed and received at, the principal office of the Corporation not less than
60 days prior to the anniversary date of the immediately preceding annual
meeting of shareholders of the Corporation. Such shareholder's notice shall set
forth as to each matter the shareholder proposes to bring before the annual
meeting (a) a brief description of the proposal desired to be brought before the
annual meeting and the reasons for conducting such business at the annual
meeting, (b) the name and address, as they appear on the Corporation's books, of
the shareholder proposing such business and, to the extent known, any other
shareholders known by such shareholder to be supporting such proposal, (c) the
class and number of shares of the Corporation stock which are Beneficially Owned
by the shareholder on the date of such shareholder notice and, to the extent
known, by any other shareholders known by such shareholder to be supporting such
proposal on the date of such shareholder notice, and (d) any financial interest
of the shareholder in such proposal (other than interests which all shareholders
would have).
The board of directors may reject any nomination by a shareholder or
shareholder proposal not timely or properly made in accordance with the
requirements of this Section 15. If the board of directors, or a designated
committee thereof, determines that the information provided in a shareholder's
notice does not satisfy the informational requirements of this Section 15 in any
material respect, the Secretary of the Corporation shall notify such shareholder
of the deficiency in the notice. The shareholder shall have an
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opportunity to cure the deficiency by providing additional information to the
Secretary within such period of time, not to exceed five days from the date such
deficiency notice is given to the shareholder, as the board of directors or such
committee shall reasonably determine. If the deficiency is not cured within such
period, or if the board of directors or such committee reasonably determines
that the additional information provided by the shareholder, together with
information previously provided, does not satisfy the requirements of this
Section 15 in any material respect, then the board of directors may reject such
shareholder's nomination or proposal. The Secretary of the Corporation shall
notify a shareholder in writing whether his or her nomination or proposal has
been made in accordance with the time and informational requirements of this
Section 15. Notwithstanding the procedures set forth in this paragraph, if
neither the board of directors nor such committee makes a determination as to
the validity of any nominations or proposals by a shareholder, the presiding
officer of the annual meeting shall determine and declare at the annual meeting
whether the nomination or proposal was made in accordance with the terms of this
Section 15. If the presiding officer determines that a nomination or proposal
was made in accordance with the terms of this Section 15, he shall so declare at
the annual meeting and ballots shall be provided for use at the meeting with
respect to such nominee or proposal. If the presiding officer determines that a
nomination or proposal was not made in accordance with the terms of this Section
15, he shall so declare at the annual meeting and the defective nomination or
proposal shall be disregarded.
ARTICLE III - Board of Directors
Section 1. General Powers. The business and affairs of the Corporation
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, Term and Election. The board of directors shall be
divided into three classes as nearly equal in number as possible. The board of
directors shall be classified in accordance with the provisions of the
Corporation's Certificate of Incorporation. The members of each class shall be
elected for a term of three years and until their successors are elected and
qualified. Directors are to be elected by a plurality of votes cast by the
shares entitled to vote in the election at a meeting of shareholders at which a
quorum is present. The board of directors may increase the number of members of
the board of directors but in no event shall the number of directors be
increased in excess of fifteen persons.
Section 3. Place of Meeting. All annual and special meetings of the
board of directors shall be held at the principal office of the Corporation or
at such other place within or outside the State in which the principal office of
the Corporation is located as the board of directors may determine and as
designated in the notice of such meeting.
Section 4. Regular Meetings. A regular meeting of the board of
directors shall be held without other notice than this Bylaw at such time and
date as the board of directors may determine.
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 or outside of the State of
New Jersey, 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 similar communications equipment by which
all persons participating in the meeting can hear each other. Such participation
shall constitute presence in person.
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Section 6. Notice of Special Meeting. Written notice (which includes
notice provided by facsimile transmission or by electronic mail) of at least 24
hours regarding any special meeting of the board of directors or of any
committee designated thereby shall be given to each director in accordance with
these Bylaws, although such notice may be waived by the director. The attendance
of such 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 of
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 these Bylaws, the
Certificate of Incorporation or the laws of New Jersey.
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 Corporation
addressed to the chairman of the board or the president. Unless otherwise
specified, such resignation shall take effect upon receipt by the chairman of
the board or the president. More than three consecutive absences from regular
meetings of the board of directors, unless excused by resolution of the board of
directors, shall automatically constitute a resignation, effective when such
resignation is accepted by the board of directors.
Section 11. Vacancies. Any vacancy occurring on 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 or retainer for their services or may receive a reasonable fixed sum, and
reasonable expenses of attendance, if any, for 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 attendance at committee meetings
as the board of directors may determine.
Section 13. Presumption of Assent. A director of the Corporation who is
present at a meeting of the board of directors at which action on any
Corporation 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
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secretary of the Corporation 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. Directors of the Corporation may be
removed only in accordance with the Corporation's Certificate of Incorporation.
Section 15. Associate Director Program. The board of directors may at
any time and from time to time establish an Associate Director Program. In the
event of a vacancy on the board between meetings of shareholders, the board of
directors may, by their affirmative vote, fill such vacancy with a member from
the Associate Director Program. A director elected to fill a vacancy shall be
elected to serve only until the next election of directors by the shareholders.
The purpose of the Associate Director Program is to provide continuity in
assuming the authority and duties of a member of the board of directors.
Appointment to this Program shall be made by the board of directors. Such
appointed members shall serve at the pleasure of the board.
Section 16. Residency Requirement. Each director of the Corporation
must, at all times, reside within the State of New Jersey in a county where
Synergy Bank maintains a branch office. The residency requirement of this
Section 16 shall not apply to any director who was a member of the board of
directors of the Corporation's predecessor federal MHC subsidiary holding
company, Synergy Financial Group, Inc., as of December 31, 2001.
Section 17. Minimum Share Requirement. Each director of the Corporation
must be a shareholder of the Corporation and own at least one thousand (1,000)
shares of the Corporation's Common Stock.
Section 18. Affiliations With Other Depository Institutions. A person
is not eligible to serve as a director of the Corporation if he or she is a
"management official" of another "depository institution" or "depository holding
company" as those terms are defined in Section 563f.2 of the Regulations of the
Office of Thrift Supervision, 12 U.S.C. ss. 563f.2. If elected director of the
Corporation, a person may not thereafter serve or agree to serve as a management
official of another depository institution or depository holding company unless
and until his or her term as director of the Corporation has expired.
Section 19. Eligibility Requirement. A person is not eligible to serve
as director if he or she: (1) is under indictment for, or has ever been
convicted of, a criminal offense that involves dishonesty or breach of trust and
for which the penalty could be imprisonment for more than one year; (2) is a
person against whom a federal or state bank regulatory agency has issued a cease
and desist order for conduct involving dishonesty or breach of trust and that
order is final and not subject to appeal; (3) has been found either by any
federal or state regulatory agency whose decision is final and not subject to
appeal or by a court to have (a) committed a wilful violation of any law, rule
or regulation governing banking, securities, commodities or insurance, or any
final cease and desist order issued by a banking, securities, commodities or
insurance regulatory agency or (b) breached a fiduciary duty involving personal
profit; or (4) has been nominated by a person who would be disqualified from
serving as a director of this Corporation under clauses (1), (2) or (3) of this
Section 19.
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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, the
chairman of the board and one 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
Certificate of Incorporation or these Bylaws of the Corporation, 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 Corporation otherwise than in the usual and regular course of its
business; a voluntary dissolution of the Corporation; 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 one day'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 chairman, president or secretary of the Corporation. Unless
otherwise specified, such resignation shall take effect upon its receipt; the
acceptance of such resignation shall not be necessary to make it effective.
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Section 9. Procedure. The chairman of the board shall be the presiding
officer of the executive committee, and 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 other committee composed of directors as they may determine to be
necessary or appropriate for the conduct of the business of the Corporation and
may prescribe the duties, constitution, and procedures thereof.
ARTICLE V - Officers
Section 1. Positions. The officers of the Corporation shall include a
president, one or more vice presidents, a secretary, and a treasurer or
comptroller, each of whom shall be elected by the board of directors. The board
of directors may also designate the chairman of the board as an officer. The
offices of the secretary and treasurer may be held by the same person and a vice
president may also be either the secretary or the treasurer or comptroller. The
board of directors may designate one or more vice presidents as executive vice
president or senior vice president. The board of directors may also elect or
authorize the appointment of such other officers as the business of the
Corporation 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 Corporation
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 Corporation to enter into an employment contract with any officer,
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 Corporation 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, by employment contracts or
otherwise.
ARTICLE VI - Contracts, Loans, Checks, and Deposits
Section 1. Contracts. Except as otherwise prescribed by these Bylaws
with respect to certificates for shares, the board of directors may authorize
any officer, employee, or agent of the Corporation to enter into any contract or
execute and deliver any instrument in the name of and on behalf of the
Corporation. Such authority may be general or confined to specific instances.
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Section 2. Loans. No loans shall be contracted on behalf of the
Corporation and no evidence of indebtedness shall be issued in its name unless
authorized by the board of directors. Such authority may be general or confined
to specific instances.
Section 3. Checks, Drafts, Etc. All checks, drafts, or other orders for
the payment of money, notes, or other evidences of indebtedness issued in the
name of the Corporation shall be signed by one or more officers, employees, or
agents of the Corporation, which may include facsimile signatures, in such
manner as shall from time to time be determined by the board of directors.
Section 4. Deposits. All funds of the Corporation not otherwise
employed shall be deposited from time to time to the credit of the Corporation
in any duly authorized depositories as the board of directors may select.
ARTICLE VII - Certificates for Shares and Their Transfer
Section 1. Certificates for Shares. Certificates representing shares of
capital stock of the Corporation shall be in such form as shall be determined by
the board of directors. Such certificates shall be signed by the chief executive
officer or by any other officer of the Corporation 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 signatures 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 Corporation 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 Corporation. All
certificates surrendered to the Corporation 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 the case of a
lost or destroyed certificate, a new certificate may be issued upon such terms
and indemnity to the Corporation as the board of directors may prescribe.
Section 2. Transfer of Shares. Transfer of shares of capital stock of
the Corporation 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 Corporation. 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 Corporation shall be deemed by the Corporation
to be the owner for all purposes.
Section 3. Payment for Shares. No certificate shall be issued for any
shares until such share is fully paid.
Section 4. Form of Payment for Shares. The consideration for the
issuance of shares shall be paid in accordance with the provisions of New Jersey
law.
Section 5. Stock Ledger. The stock ledger of the Corporation shall be
the only evidence as to who are the shareholders entitled to examine the stock
ledger, the list required by Section 7 of Article II of these Bylaws or the
books of the Corporation, or to vote in person or by proxy at any meeting of
shareholders.
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Section 6. Lost Certificates. The board of directors may direct a new
certificate to be issued in place of any certificate theretofore issued by the
Corporation alleged to have been lost, stolen, or destroyed, upon the making of
an affidavit of that fact by the person claiming the certificate of stock to be
lost, stolen, or destroyed. When authorizing such issue of a new certificate,
the board of directors may, in its discretion and as a condition precedent to
the issuance thereof, require the owner of such lost, stolen, or destroyed
certificate, or his or her legal representative, to give the Corporation a bond
in such sum as it may direct as indemnity against any claim that may be made
against the Corporation with respect to the certificate alleged to have been
lost, stolen, or destroyed.
Section 7. Beneficial Owners. The Corporation shall be entitled to
recognize the exclusive right of a person registered on its books as the owner
of shares to receive dividends, and to vote as such owner, and shall not be
bound to recognize any equitable or other claim to or interest in such shares on
the part of any other person, whether or not the Corporation shall have express
or other notice thereof, except as otherwise provided by law.
ARTICLE VIII - Fiscal Year; Annual Audit
The fiscal year of the Corporation shall end on the 31st day of
December of each year. The Corporation 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.
ARTICLE IX - Dividends
Subject only to the terms of the Corporation's Certificate of
Incorporation and applicable law, the board of directors may, from time to time,
declare and the Corporation may pay, dividends on its outstanding classes of
capital stock which are eligible for dividends.
ARTICLE X - Corporate Seal
The board of directors shall provide a corporate seal, which shall be
two concentric circles between which shall be the name of the Corporation. The
year of incorporation or an emblem may appear in the center.
ARTICLE XI - Amendments
These Bylaws may be amended only as specified in the Corporation's
Certificate of Incorporation.
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