EXHIBIT 4.2
The Registrant's Amended and Restated Bylaws
AMENDED AND RESTATED
BYLAWS
OF
VIRGINIA BEACH FEDERAL FINANCIAL CORPORATION
AS ADOPTED ON FEBRUARY 25, 1993
ARTICLE I
Home Office
The home office of Virginia Beach Federal Financial Corporation (herein
the "Corporation") shall be at 2101 Parks Avenue, in the City of Virginia Beach,
in the Commonwealth of Virginia. The Corporation may also have offices at such
other places within or without the Commonwealth of Virginia 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 place within or without the Commonwealth of Virginia as the board of
directors may determine and as designated in the notice of such meeting.
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, time and place
as shall be fixed by the board of directors, the chairman of the board or the
president.
SECTION 3. Special Meetings. Special meetings of the shareholders for
any purpose or purposes may be called at any time by the chairman of the board
of directors, the president, a majority of the board of directors or a committee
of the board of directors in accordance with the provisions of the Corporation's
Articles of Incorporation.
SECTION 4. Conduct of Meetings. Annual and special meetings shall be
conducted in accordance with the rules and procedures adopted by the board of
directors.
SECTION 5. Notice of Meeting. Written notice stating the place, day and
hour of the meeting and the purpose or purposes for which the meeting is called
shall be mailed by the secretary or the officer performing his duties, not less
than 10 days nor more than 60 days before the meeting to each shareholder of
record entitled to vote at such meeting, except that notice of a meeting to act
on an amendment to the Articles of Incorporation, a plan of merger or share
exchange, a proposed sale of assets other than in the regular course of
business, or the dissolution of the Corporation shall be given not less than 25
days nor more than 60 days before the meeting. If mailed, such notice shall be
deemed to be
delivered when deposited in the United States mail, addressed to the shareholder
at his 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 thereon prepaid. If a shareholder is present at a meeting, or in
writing waives notice thereof before or after the meeting, notice of the meeting
to such shareholder shall be unnecessary. 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 10 days or of the business to be transacted at such adjourned meeting,
other than an announcement at the meeting at which such adjournment is taken or
if a new record date for the adjourned meeting is selected, notice of the
adjourned meeting shall be given to persons who are shareholders as of the new
record date.
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 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 70 days, and in case of a meeting of shareholders, not less 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
thereof, unless the board of directors fixes a new record date, which it shall
do if the meeting is adjourned to a date more than 120 days after the date fixed
for the original meeting.
SECTION 7. Voting Lists. The officer or agent having charge of the
stock transfer books for shares of the Corporation shall make, at least 10 days
before each meeting of shareholders, a complete record of the shareholders
entitled to vote at such meeting or any adjournment thereof, arranged in
alphabetical order, with the address of and the number of shares held by each.
The record, for a period of 10 days before such meeting, shall be kept on file
at the principal office of the Corporation, whether within or without Virginia,
and shall be subject to inspection by any shareholder during usual business
hours if such shareholder makes a demand for inspection in good faith and for a
proper purpose and the list of shareholders is directly connected to his
purpose. Such record shall also be produced and kept open at the time and place
of the meeting and shall be subject to the inspection of any shareholder for any
purpose germane to the meeting during the whole time of the meeting. The
original stock transfer books shall constitute prima facie evidence as to who
are the shareholders entitled to examine such record or transfer books or to
vote at any meeting of shareholders.
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 are 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 and 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 leave less than a quorum. Less than a quorum may
adjourn a meeting.
SECTION 9. Proxies. At all meetings of shareholders, a shareholder may
vote either in person or by proxy executed in writing by the shareholder or by
his duly authorized attorney in fact. 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 after
2
eleven months from the date of its execution unless otherwise provided in the
proxy. An appointment of a proxy is revocable by the shareholder unless the
appointment form conspicuously states that it is irrevocable and the appointment
is coupled with an interest.
The death or incapacity of the shareholder appointing a proxy does not
affect the right of the Corporation to accept the proxy's authority unless
notice of the death or incapacity is received by the secretary or other officer
or agent authorized to tabulate votes before the proxy exercises his authority
under the appointment. An appointment made irrevocable under this Section is
revoked when the interest with which it is coupled is extinguished. A transferee
for value of shares subject to an irrevocable appointment may revoke the
appointment if he did not know of its existence when he acquired the shares and
the existence of the irrevocable appointment was not noted conspicuously on the
certificate representing the shares. Subject to any legal limitation on the
right of the Corporation to accept the vote or other action of a proxy and to
any express limitation on the proxy's authority appearing on the face of the
appointment form, the Corporation is entitled to accept the proxy's vote or
other action as that of the shareholder making the appointment. Any fiduciary
who is entitled to vote any shares, may vote such shares by 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. Unless otherwise provided in Articles of Incorporation, by
statute, or by these Bylaws, a majority of those votes cast by shareholders at a
lawful meeting 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 name shares of stock stand, the vote or votes to
which these persons are entitled shall be cast as directed by a majority of
those holding such stock and present in person or by proxy at such meeting, but
no votes shall be cast for such stock if a majority cannot agree.
SECTION 12. 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, either in
person or by proxy, without a transfer of such shares into his name. Shares
standing in the name of a trustee may be voted by him, either in person or by
proxy, but no trustee shall be entitled to vote shares held by him without a
transfer of such shares into his 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 thereof into his
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 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
3
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 thereof. The number of inspectors shall be either one or three. If
the board of directors so appoints either one or three inspectors, that
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 make such
appointment at the meeting. 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 applicable law, the duties of such
inspectors shall include: determining the number of shares of stock and the
voting power of each share, the shares of stock represented at the meeting, the
existence of a quorum, 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 right 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. Provided 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 the Corporation's Articles of Incorporation.
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
Corporation in accordance with the provisions of the Corporation's Articles of
Incorporation. 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 provided in the
Corporation's Articles of Incorporation.
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, a vice chairman and a president
from among its members. The chairman of the board shall preside at all meetings
at which he is in attendance; in his absence, the vice chairman shall preside.
In the event that both the chairman and the vice chairman are absent, the
president shall preside at the meeting.
SECTION 2. Number, Term and Election. The board of directors shall
initially consist of 10 members and shall be divided into three classes as
nearly equal in number as possible in accordance with
4
the provisions of the Corporation's Articles of Incorporation. Thereafter,
within the limits specified by the Articles of Incorporation, the number of
directors shall be specified by vote of the board of directors. The members of
each class shall be elected for a term of three years and until their successors
are elected and qualified.
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 for the holding of
additional regular meetings without other notice than such resolution.
SECTION 4. 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 a majority of the directors. The persons authorized to call special meetings
of the board of directors may fix any place 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 may simultaneously hear each other. Such participation shall
constitute presence in person.
SECTION 5. Notice of Special Meetings. Notice of special meetings of
the board of directors may be given orally or in writing. Oral notice shall be
given in person or by telephone at least 24 hours prior to the meeting. Written
notice of a special meeting shall be given to each director at least 24 hours
prior thereto delivered personally or by telegram or at least five days prior
thereto delivered by United States mail at the address at which the director is
most likely to be reached. Such written notice shall be deemed to be delivered
when deposited in the United States mail so addressed, with postage thereon
prepaid if mailed or when delivered to the telegraph company if sent by
telegram. Any director may waive notice of the holding, time and place of any
meeting of the Board or any committee thereof either before or after such
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 6. 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 quorum
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 5 of this Article III.
SECTION 7. 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
Articles of Incorporation, or the laws of Virginia.
SECTION 8. 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 9. 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
5
president. Unless otherwise specified therein such resignation shall take effect
upon receipt thereof by the chairman of the board or the president.
SECTION 10. Vacancies. Any vacancy occurring in the board of directors
shall be filled in accordance with the provisions of the Corporation's Articles
of Incorporation. The term of such director shall be in accordance with the
provisions of the Corporation's Articles of Incorporation.
SECTION 11. Removal of Directors. Any director or the entire board of
directors may be removed only in accordance with the provisions of the
Corporation's Articles of Incorporation.
SECTION 12. Compensation. Directors, as such, may receive a stated
salary for their services and reasonable expenses as determined from time to
time by the board of directors. Members of either standing or special committees
may be compensated for their services or board committees 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 corporate
matter is taken shall be deemed to have assented to the action taken unless (a)
he votes against, or abstains from, the action taken or (b) he objects at the
beginning of the meeting, or promptly upon his arrival, to holding it or
transacting specified business at the meeting.
SECTION 14. Age Limitations. Other than directors currently serving on
the Board of Directors as of June 18, 1992, no person shall be eligible for
election, re-election, appointment, or re-appointment to the Board of Directors
of the Corporation if such person is then more than 70 years of age. Any
director, upon attaining that age, shall automatically cease to be a director
effective as of the next succeeding annual meeting of stockholders and shall
become eligible to be a Director Emeritus in accordance with Section 15 hereof.
SECTION 15. Directors Emeritus. The Board of Directors may, by the
affirmative vote of a majority of the directors present at any meeting, appoint
one or more Directors Emeritus to serve as advisors or consultants to the Board
of Directors and may provide for their reasonable compensation pursuant to
Article III, Section 12 hereof. A Director Emeritus shall have previously served
as a director of the Corporation or a successor entity. Directors Emeritus shall
be required to attend all meetings of the Board of Directors in order to receive
compensation hereunder and may also be appointed to serve on committees of the
Board as advisors. Directors Emeritus shall not have the right to vote at Board
meetings on any matters concerning the Corporation. Directors Emeritus may be
reappointed by the affirmative vote of a majority of the directors present at
any meeting. The term of a Director Emeritus shall not exceed one year. 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 of a Director Emeritus.
ARTICLE IV
Committees of the Board of Directors
The board of directors may, by resolution passed by a majority of the
whole board, designate one or more committees, 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. Each committee
6
shall consist of one or more directors of the Corporation. The board may
designate one or more directors as alternate members of any committee, who may
replace any absent or disqualified member at any meeting of the committee.
The board of directors may by resolution passed by a majority of the
full board, at any time change the members of, fill vacancies in, and discharge
any committee of the board. Any member of any such committee may resign at any
time by giving notice to the Corporation; provided, however, that notice to the
board, the chairman of the board, the chief executive officer, the chairman of
such committee, or the secretary shall be deemed to constitute notice to the
Corporation. Such resignation shall take effect upon receipt of such notice or
at any later time specified therein; and, unless otherwise specified therein,
acceptance of such resignation shall not be necessary to make it effective. Any
member of any such committee may be removed at any time, either with or without
cause, by the affirmative vote of a majority of the authorized number of
directors at any meeting of the board called for that purpose.
ARTICLE V
Officers
SECTION 1. Positions. The officers of the Corporation 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 may also
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 the chief executive 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. The board of directors may designate one or more
vice presidents as executive vice presidents or senior vice president. The board
of directors may also elect to authorize the appointment of such other officers
as the business of the Corporation may require. The chief executive officer may
appoint such other officers pursuant to such authority, general or specific, as
the board of directors may grant. The secretary shall have responsibility for
preparing and maintaining custody of minutes of directors and stockholders
meetings and for authenticating records of the Corporation. 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 by the board of directors 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 his successor
shall have been duly elected and qualified or until his death 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 contract rights. Any officer may resign at any time upon written notice
to the board of directors and such resignation shall be effective when notice is
delivered unless the notice specifies a later effective date.
SECTION 3. Removal. Any officer may be removed by majority vote of the
board of directors or, in the case of an officer appointed by the chief
executive officer, by the chief executive officer, whenever, in its or his
judgment, the best interests of the Corporation will be served thereby, but such
removal, other than for cause, shall be without prejudice to the contract
rights, if any, of the person so removed.
7
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 or a committee thereof and no
officer shall be prevented from receiving such salary by reason of the fact that
he is also a director of the Corporation.
ARTICLE VI
Contracts, Loans, Checks and Deposits
SECTION 1. Contracts. To the extent permitted by applicable law, and
except as otherwise prescribed by the Corporation's Articles of Incorporation or
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.
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 in such manner as shall from time to time be
determined by resolution of the board of directors. Such authority may be
general or confined to specific instances.
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 of its duly authorized depositories as the board of directors may select.
ARTICLE VII
Certificates for Shares and Their Transfer
SECTION 1. Certificates for Shares. The shares of the Corporation shall
be represented by certificates signed by any two officers of the Corporation
designated by resolution of the board of directors, and may be sealed with the
seal of the Corporation or a facsimile thereof. Any or all of the signatures
upon a certificate may be facsimiles if the certificate is countersigned by a
transfer agent, or registered by a registrar, other than the Corporation itself
or an employee of the Corporation. If any officer who has signed or whose
facsimile signature has been placed upon such certificate shall have ceased to
be such officer before the certificate is issued, it may be issued by the
Corporation with the same effect as if he were such officer at the date of its
issue.
SECTION 2. Form of Share Certificates. All certificates representing
shares issued by the Corporation shall set forth upon the face or back that the
Corporation will furnish to any shareholder upon request and without charge a
full statement of the designations, preferences, limitations, and relative
8
rights of the shares of each class authorized to be issued, the variations in
the relative rights and preferences between the shares of each such series so
far as the same have been fixed and determined, and the authority of the board
of directors to fix and determine the relative rights and preferences of
subsequent series.
Each certificate representing shares shall state upon the face thereof:
that the Corporation is organized under the laws of the Commonwealth of
Virginia; the name of the person to whom issued; the number and class of shares;
the date of issue; the designation of the series, if any, which such certificate
represents; the par value of each share represented by such certificate, or a
statement that the shares are without par value. Other matters in regard to the
form of the certificates shall be determined by the board of directors.
SECTION 3. Payment for Shares. No certificate shall be issued for any
shares until such share is fully paid.
SECTION 4. 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 thereof or by his
legal representative, who shall furnish proper evidence of such authority, or by
his attorney thereunto authorized by power of attorney duly executed 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 thereof for all purposes.
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 to the provisions of the Articles of Incorporation and
applicable law, the board of directors may, at any regular or special meeting,
declare, and the Corporation may pay, dividends on the Corporation's outstanding
capital stock. Dividends may be paid in cash, in property or in the
Corporation's own stock.
ARTICLE X
Corporate Seal
The corporate seal of the Corporation shall be in such form as the
board of directors shall prescribe.
9
ARTICLE XI
Amendments
In accordance with the Corporation's Articles of Incorporation, these
Bylaws may be repealed, altered, amended or rescinded by the shareholders of the
Corporation only by vote of not less than 66- 2/3% of the outstanding shares of
capital stock of the Corporation entitled to vote generally in the election of
directors (considered for this purpose as one class) cast at a meeting of the
shareholders called for that purpose (provided that notice of such proposed
repeal, alteration, amendment or recision is included in the notice of such
meeting). In addition, the board of directors may repeal, alter, amend or
rescind these Bylaws by vote of a majority of the board of directors at a legal
meeting held in accordance with the provisions of these Bylaws. In the case of
amendments made by the board of directors, the proposed changes shall be
distributed in writing to all board members at least forty-eight (48) hours
prior to the meeting at which the amendment will be first brought before the
board. Affirmative votes of at least two-thirds of the membership of the full
board shall be required at two successive meetings of the board after which the
amendment is considered as adopted.
ARTICLE XII
Board Review of the Bylaws
Annual review of these Bylaws is to be made by the board of directors
or by a committee appointed for that purpose. If the board as a whole acts as
the reviewing body, this shall be done at the first regular meeting in February
of each year; if a committee is to perform the review function, it shall be
completed in time for the committee to report its finding to the board at the
first regular meeting in February of each year.
10