Exhibit 3.ii
BY-LAWS
of
NSS BANCORP, INC.
Effective June 30, 1997
ARTICLE I
Offices
Section 1. Location. The principal office of the Company shall be located
in the Town of Norwalk, County of Fairfield and State of Connecticut, but the
Company may maintain such branch office or offices within or without the State
of Connecticut as authorized by the Board of Directors and any other regulatory
body that might have jurisdiction over the Company.
ARTICLE II
Shareholders' Meetings
Section 1. Place of Meetings. Every meeting of the shareholders of the
Company shall be held at the principal office of the Company or at such other
place either within or without the State of Connecticut as shall be specified in
the notice of said meeting given as hereinafter provided.
Section 2. Annual Meeting. The annual meeting of the shareholders shall
be held on such day and at such time and place in the month of April or such
other month of each year as the Board of Directors may determine from time to
time. At such meetings, the shareholders shall elect Directors and transact such
other business as may properly be brought before the meeting. Failure to hold an
annual meeting as herein prescribed shall not affect otherwise valid corporate
acts. In the event of such failure, a substitute annual meeting may be called in
the same manner as a special meeting.
Except for nominations of Directors as provided in Article III,
Section 2 of these By-laws, business is properly brought before an annual
meeting if it is (a) specified in the notice of meeting (or any supplement
thereto) given by or at the direction of the Board, (b) otherwise properly
brought before the meeting by or at the direction of the Board, or (c) otherwise
properly brought before the meeting by a shareholder. For business to be
properly brought before an annual meeting by a shareholder, the shareholder must
have given timely notice thereof in writing to the Secretary. To be timely, a
shareholder's notice must be delivered to or mailed and received at the
principal executive offices of the Company not less than twenty (20) days nor
more than one hundred thirty (130) days prior to the meeting. A shareholder's
notice to the Secretary shall set forth as to each matter the shareholder
proposes to bring before the annual meeting (a) a brief description of the
business 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 Company's books,
of the shareholder proposing such business, (c) the class and number of shares
of the Company which are beneficially owned by the shareholder, and (d) any
material interest of the shareholder in such business. The Secretary may also
require, in writing and prior to the meeting, any and all information about the
shareholder or the proposed matter which the Secretary determines in his
discretion to be appropriate using the then current requirements of Securities
Exchange Commission Rule 14a-101 as a guide. Notwithstanding anything in the By-
laws to the contrary, no business shall be conducted at an annual meeting except
in accordance with the procedures set forth in this paragraph. The presiding
officer of an annual meeting shall, if the facts warrant, determine and declare
to the meeting that business was not properly brought before the meeting and in
accordance with the provisions of this paragraph, and if he should so determine,
he shall so declare to the meeting and any such business not properly brought
before the meeting shall not be transacted.
Section 3. Special Meetings. Special meetings of the shareholders may be
called at any time but only by the Chairman of the Board, the President or a
majority of the Board of Directors of the Corporation unless otherwise required
by law.
Section 4. Notice of Meetings. Notice of the time and place of all annual
and special meetings of shareholders and the purpose thereof shall be handed or
mailed, postage prepaid, by or at the direction of the Secretary, not less than
ten (10) nor more than sixty (60) days before such meeting, to each shareholder
of record and at such address as shall appear on the books of the Company.
Whenever notice is required to be given to any person, a written waiver of
notice signed by the person or persons entitled to such notice, whether before
or after the time stated therein, and filed with the Secretary, shall be
equivalent to the giving of such notice. Any shareholder who attends any
shareholders' meeting without protesting the lack of proper notice, prior to or
at the commencement of the meeting, shall be deemed to have waived such notice.
Failure of any shareholder to receive notice of any meeting shall not invalidate
the meeting.
Section 5. Quorum. To constitute a quorum for the transaction of business
at any meeting of shareholders, there must be present, in person or by proxy,
the holders of a majority of the issued and outstanding shares of stock of the
Company entitled to vote thereat. The shareholders present at a duly held
meeting at which a quorum was present may continue to transact business
notwithstanding the withdrawal of enough shares to leave less than a quorum.
Section 6. Adjournment of Meetings. The holders of a majority of the
voting power of the shares present, in person or by proxy, and entitled to vote,
whether or not a quorum is present,
may adjourn the meeting to a future date as may be agreed. Notice of such
adjournment shall be given to the shareholders not present or represented at the
meeting. The holders of the voting power of the shares present and entitled to
vote, whether or not a quorum is present, may recess the meeting to a future
time to resume not later than 48 hours after the time of recess for the sole
purpose of collecting and soliciting proxies. Notice of such recess need not be
given to the shareholders not present or represented at the meeting.
Section 7. Voting Requirements. Except as may be otherwise specifically
provided in these By-laws or in the Certificate of Incorporation, the vote
requirements provided for in the Connecticut Business Corporation Act, the
Connecticut banking laws, or other applicable law, shall be the act of the
shareholders.
Section 8. Record Date. For the purpose of determining the shareholders
entitled to notice of or to vote at a meeting of shareholders, or entitled to
receive a payment of any dividend, the Board of Directors may set a record date
which shall not be a date earlier than the date on which such action is taken by
the Board of Directors, nor more than seventy (70) nor less than ten (10) days
before the particular event requiring such determination is to occur. If no
record date is fixed by the Board of Directors, the date on which the notice of
the meeting is mailed or if no notice is given, the day preceding the meeting
shall be the record date for determination of shareholders entitled to vote at
such meeting, and the date on which the resolution of the Board of Directors
declaring a dividend is adopted shall be the record date for determination of
shareholders entitled to receive such distribution.
Section 9. Proxies. At all meetings of shareholders, any shareholder
entitled to vote may vote either in person or by proxy.
All proxies shall be in writing, signed and dated and shall be filed with the
Secretary of the Company before or at the time of the meeting. No proxy shall be
valid for more than eleven (11) months after its execution, unless otherwise
provided therein and in no event shall a proxy be valid for more than ten (10)
years after its execution.
Section 10. Committee on Proxies. The Board, in advance of any
shareholders' meeting, shall appoint not less than two inspectors to act as a
Committee on Proxies and as tellers at the meeting or any adjournment thereof.
In case the Board does not so act, or any person appointed to be an inspector
fails to appear or act, the vacancy may be filled by appointment made by the
Board in advance of the meeting or at the meeting by the presiding officer. The
inspectors shall receive and take in charge the proxies and ballots, shall
decide all questions concerning the qualification of voters, the validity of
proxies and the acceptance or rejection of votes, and shall count the ballots
cast and report to the presiding officer the result of the vote.
Section 11. Presiding Officer. The Chairman of the Board, or such
Director as he may designate, shall preside over all meetings of the
shareholders.
Section 12. Number of Votes for Each Shareholder. Each shareholder shall
be entitled to one vote for each share of stock standing in his name on the
books of the Company as of the record date unless, and except to the extent
that, voting rights of shares of any class are increased, limited, or denied
pursuant to the Certificate of Incorporation.
ARTICLE III
Directors
Section 1. Authority and Term of Office. The business, property and
affairs of the Company shall be managed by, and under the direction of, the
Board of Directors.
The Board of Directors are empowered to engage the Company in any
activity authorized by the Connecticut Business Corporation Act or by applicable
State or Federal banking laws. The Board of Directors shall have charge of the
care and management of the affairs and property of the Company.
The Board of Directors shall, pursuant to the laws of the State of
Connecticut, as the same may be amended from time to time, be empowered to make
rules and regulations essential to the performance of its duties of caring for
and managing the property and affairs of the Company, to elect the officers, to
fill the vacancy of any elected officer, to elect or appoint such assistants and
committees as it may deem necessary for the business of the Company and to
prescribe their duties, to determine the amount and sufficiency of the bonds and
to prescribe the duties of all the officers and employees, to fix the
compensation of the Directors, officers and employees of the Company, to declare
dividends, to prescribe the rate, method of computation and time of payment of
such dividends due depositors and to take or to prescribe the taking of such
other action as may be necessary to the performance of its duties.
Directors need not be residents of Connecticut. At the time of
election, however, each Director must own in his individual capacity one or more
shares of stock of the Company. No Director attaining the age of seventy-five
(75) years shall be eligible for reelection, and if he or she attains such age
during his or her term of office, he or she shall be retired on the first day of
the month following, and his or her office will be deemed vacant at that time.
Section 2. Nominations. Subject to any rights of the holders of Preferred
Stock to elect Directors under specified circumstances, only persons who are
nominated in accordance with the procedures set forth in this section shall be
eligible for
election as Directors. Nominations of persons for election to the Board may be
made at a meeting of shareholders by or at the direction of the Board or by any
shareholder of the Company entitled to vote for the election of Directors at the
meeting who complies with the notice procedures set forth in this section. Such
nominations by a shareholder shall be made only if written notice of such
shareholder's intent to make such nomination or nominations has been given to
the Secretary, delivered to or mailed and received at the principal executive
offices of the Company not less than twenty (20) days nor more than one hundred
thirty (130) days prior to the meeting. Such shareholder's notice shall set
forth (1) as to each person whom the shareholder proposes to nominate for
election as a Director, (a) the name, age, business address and residence
address of such person, (b) the principal occupation or employment of such
person, (c) the class and number of shares of the Company which are beneficially
owned by such person, and (d) any other information relating to such person that
is required to be disclosed in solicitations of proxies for election of
Directors, or is otherwise required, in each case pursuant to applicable law and
regulations (including without limitation such person's written consent to being
named in the proxy statement as a nominee and to serving as a Director if
elected); and (2) as to the shareholder giving the notice, (a) the name and
address, as they appear on the Company's books, of such shareholder, (b) the
class and number of shares of the Company which are beneficially owned by such
shareholder, (c) representation that the shareholder is a holder of record of
stock of the Company entitled to vote at such meeting and intends to appear in
person or by proxy at the meeting to nominate the person or persons specified in
the notice, and (d) a description of all arrangements or understandings between
the shareholder and each nominee and any other person or persons (naming such
person or persons) pursuant to which the nomination or nominations are to be
made by the shareholder. At the requirement of the Board, any person nominated
by the Board for election as a Director shall furnish to the Secretary that
information which would be required to be set forth in a shareholder's notice of
nomination which pertains to the nominee. The presiding officer of the meeting
shall refuse to acknowledge the nomination of any person not made in compliance
with this section and the defective nomination shall be disregarded.
Section 3. Vacancies. Except as otherwise fixed by or pursuant to the
provisions of law or the Certificate of Incorporation and subject to the rights
of holders of the Preferred Stock, if any, to elect additional Directors under
specified circumstances, vacancies in the Board resulting from death,
resignation, disqualification, removal from office or other cause shall be
filled until the next shareholders meeting at which Directors are elected by a
majority vote of the Directors then in office even though such remaining
Directors may be less than a quorum of the Board and such majority may be less
than a quorum. Any Director so chosen shall hold office for a term expiring at
the annual meeting of shareholders at which the term of the class to
which he has been elected expires and until such Director's successor shall have
been elected and qualified. Vacancies created by an increase in the number of
Directors may be filled by action of the Board of Directors.
Section 4. Removal of Directors. Subject to the rights of the holders of
the Preferred Stock to elect Directors under specified circumstances, any
Director may be removed from office at any time for cause in accordance with the
provisions of the Certificate of Incorporation or applicable provisions of the
Connecticut Business Corporation Act. In addition, the office of any Director
who fails to attend six (6) consecutive meetings of the Board, special or
regular, shall become vacant if the majority of the Board of Directors
determines that such absence was without good cause.
Section 5. Place of Meetings. The Board of Directors shall hold its
meetings at the principal office of the Company or at such place or places
within or without the State of Connecticut as it may determine from time to
time.
Section 6. Regular Meetings. Regular meetings of the Board of Directors
shall be held at least monthly, at such times and places as shall be fixed by
the Directors, or with such other frequency as the Board of Directors may
determine.
Section 7. Special Meetings. Special meetings of the Board of Directors
may be called by the Chairman of the Board, the President, or, in their absence
or disability, by a Vice President, or in writing by three (3) of the Directors.
Notice thereof, oral or written, specifying the date, time, place and object of
such meeting, shall be given to each Director at least two (2) days prior to
such meeting. If notice is given by mail, the Secretary shall address notices to
the Directors at their usual place of business or such address as may appear on
the Company's books.
Section 8. Waiver of Notice. Whenever notice is required to be given to
any person, a written waiver of notice signed by the person or persons entitled
to such notice, whether before or after the time stated therein, and filed with
the Secretary, shall be equivalent to the giving of such notice. If any Director
present at a meeting of the Board of Directors does not protest the lack of
proper notice prior to or at the commencement of the meeting such Director shall
be deemed to have waived notice of such meeting.
Section 9. Action by Directors Without a Meeting. Any resolution in
writing concerning action to be taken by the Company, which resolution is
approved and signed by all of the Directors, severally or collectively, shall
have the same force and effect as if such action were authorized at a meeting of
the Board of Directors duly called and held for that purpose, and such
resolution together with the Directors' written approval thereof, shall be
recorded by the Secretary in the minute book of the Company.
Section 10. Telephonic Participation in Directors Meetings. A Director or
member of a committee of the Board of Directors may participate in a meeting of
the Board of Directors or of such committee by means of a conference telephone
or similar communications equipment enabling all Directors participating in the
meeting to hear one another, and participation in such a meeting shall
constitute presence in person at such meeting.
Section 11. Quorum and Voting Requirement. A majority of the number of
directors shall constitute a quorum for the transaction of business at all
meetings of the Board of Directors. The act of a majority of the Directors
present at a meeting at which a quorum is present shall be the act of the Board,
unless a higher percentage vote is required by law, the Certificate of
Incorporation, or these By-laws.
Section 12. Voting. At meetings of the Board of Directors, each Director
shall have one vote.
Section 13. Committees; Appointment and Authority. The Board of
Directors, by resolution adopted by the affirmative vote of Directors holding a
majority of the directorships, may designate two or more Directors to constitute
an Executive Committee or other committees, which committees shall have and may
exercise all such authority of the Board as shall be provided in such resolution
and may be permitted by law. Directors may be removed from committee memberships
by resolution adopted by the affirmative vote of a majority of the Directors.
Vacancies on any committee shall be filled by the Board of Directors at any
regular or special meeting.
All committees shall perform such duties as may be assigned to them and shall
report to the Board of Directors at such time and in such manner as the Board
shall direct. A majority of any committee shall constitute a quorum. If the
Board of Directors does not designate a Chairman of the committee, the committee
shall elect its own Chairman.
Section 14. Compensation of Directors. The Board of Directors shall have
authority to fix the fees of Directors, including reasonable allowance for
expenses actually incurred in connection with their duties.
Section 15. Chairman of the Board. The Board of Directors, at the next
regular meeting following the annual meeting, shall elect, each year, from among
its members, a person to be Chairman of the Board to preside at all meetings of
the Board of Directors and at the annual meeting of the shareholders, and such
Chairman shall have one (1) vote to break any ties that exist at the meetings of
the Board of Directors. In the event that such Chairman shall be absent from any
meeting of the Board of Directors, the remaining Directors shall have the power
to elect a temporary Chairman in his or her place and stead.
ARTICLE IV
Officers
Section 1. Election of Officers. At the next regular meeting of the Board
of Directors, following the annual meeting of the shareholders, or at another
time as determined by the Board, the Board of Directors shall elect a President,
one or more Vice Presidents (who may be designated "Executive," "Senior," or
other to distinguish them from other Vice Presidents), a Secretary, a Treasurer
and shall designate a Chief Executive Officer for the ensuing year.
The Board may, in its discretion, from time to time, appoint such
other officers and assistants as it shall deem necessary who shall have such
authority and such designation and shall perform such duties as the Board of
Directors or the President from time to time prescribe.
The same person may be elected or appointed to serve simultaneously in
more than one office.
The officers need not be shareholders, and need not be residents of
Connecticut. The duties of the officers of the Company shall be such as are
imposed by these By-laws and from time to time prescribed by the Board of
Directors or the President.
Section 2. Vacancies. Vacancies in any office may be filled at any
regular or special meeting of the Board of Directors.
Section 3. Removal. Any officer may be removed from office by the
affirmative vote of two-thirds (2/3) of the whole Board of Directors at any
regular or special meeting, or as may otherwise be provided in any agreement
between the Company and the officer. In addition, any officer below the level of
Vice President may be removed from office in the discretion and at the direction
of the President unless such officer's duties require that he report directly to
the Board.
Section 4. President. The President shall have the general charge,
supervision, and control of the business and affairs of the Company subject to
the direction of the Board of Directors. The President shall have such other
powers and perform such other duties as are generally incident to the office of
President and as may be assigned to the President by the Board of Directors. The
President shall be an ex-officio member of all committees of the Board, except
the Auditing Committee.
Section 5. Vice Presidents. The Vice Presidents shall perform such
executive and administrative duties as from time-to-time may be assigned to them
by the President or the Board of Directors and in the absence of the President,
the Vice Presidents, in the order of their ranking in the Company's management
hierarchy, as determined by the Board of Directors from time to time, shall
perform the duties of the President.
Section 6. Treasurer. The Treasurer shall be responsible for the custody
and safekeeping of all of the assets of the Company and shall perform all acts
incident to the position of Treasurer and shall submit such reports and
statements as may be required by law or by the Board of Directors and perform
such other duties as are assigned to the Treasurer from time-to-time by the
Board of Directors or the President.
Section 7. Secretary. The Secretary shall perform such executive and
administrative duties as from time-to-time may be assigned to the Secretary by
the Board of Directors or the President. The Secretary shall have charge of the
seal of the Company and shall have such other powers and perform such other
duties as designated in these By-laws or as are generally incident to the office
of Secretary. The Secretary shall notify the shareholders and Directors of all
meetings and shall keep the minutes of meetings of the shareholders and of the
Board of Directors.
Section 8. Retirement. The normal retirement age of any officer or
employee shall be age sixty-five (65); under unusual conditions, the Directors
may retain the services of an officer or employee on an annual basis beyond such
age, depending upon the ability of the officer or employee to perform the duties
of the position in a satisfactory manner, but there shall be no more than five
(5) such annual extensions. Notwithstanding the foregoing, this provision shall
not be enforceable if it is determined by a court in a final adjudication to be
illegal or contrary to any law or regulation.
ARTICLE V
Indemnification
Section 1. Indemnification. The Company shall indemnify the Directors,
officers, employees and agents of the Company to the maximum extent permitted by
and/or required by the Connecticut Business Corporations Act. Without otherwise
limiting the foregoing, Sections 33-770 to 33-778 of the Connecticut Business
Corporations Act of Connecticut as from time to time amended governs and applies
to certain matters of indemnification of Directors, officers, employees and
agents of the Company, and is incorporated herein by reference as a part of
these By-laws.
ARTICLE VI
Stock
Section 1. Issuance by the Board of Directors. The Board of Directors may
issue at one time, or from time to time, all or a portion of the authorized but
unissued shares of the capital stock of the Company, including treasury stock,
as in their opinion and discretion may be deemed in the Company's best
interests. The Board may accept, in consideration for such shares, money,
promissory notes, other securities and other property of any description
actually received by the Company, provided, that such consideration equals or
exceeds in value the par value of said shares, if any, and that the
consideration is legally acceptable for the issue of said shares.
Section 2. Certificates of Stock. Certificates of stock shall be in a
form adopted by the Board of Directors and shall be signed by the President or
the Vice President and by the Secretary or Assistant Secretary, or by facsimile
signature of any or all of the foregoing, and shall carry the corporation seal
of the Company.
All certificates shall be consecutively numbered and the name of the person
owning the shares represented thereby and the number of such shares and the date
of issue shall be entered on the Company's books.
Section 3. Transfer of Stock. Shares of stock shall be transferred only
on the books of the Company by the holder thereof in person or by his attorney,
upon surrender of the certificate of stock properly endorsed. The Company shall
issue a new certificate to the person entitled thereto for all shares
surrendered.
Section 4. Cancellation of Certificate. All surrendered certificates
properly endorsed, shall be marked "cancelled" with the date of cancellation and
a notation of such cancellation made in the shareholder book.
Section 5. Lost Certificates. The President or any officer designated by
the President may, in case any share certificate is lost, stolen, destroyed, or
mutilated, authorize the issuance of a new certificate in lieu thereof, upon
such terms and conditions, including reasonable indemnification of the Company,
as the President or any designated officer shall determine, and notation of the
transaction made in the shareholder book.
Section 6. Closing of Stock Transfer Book. The stock transfer book may be
closed, if so ordered by the Board, for not exceeding twenty (20) days before
any dividend payment date or any meeting of the shareholders.
ARTICLE VII
Finance and Dividends
Section 1. Fiscal Year. The fiscal year of the Company shall begin on the
first day of January in each year.
Section 2. Dividends. Dividends may be voted by the Directors as
prescribed by applicable law, as from time to time amended. Such dividends will
be payable to shareholders of record at the close of business on such subsequent
days as the Directors may designate and to be paid on a named day not more then
seventy (70) days thereafter, and the Directors may further close the
transfer books during the period from the day as of which the right to such
dividend is determined through the day upon which the same is to be paid. No
dividend shall be paid unless duly voted by the Directors of the Company and the
name of each Director voting for any dividend shall be entered by the Secretary
on the records of the Company. Dividends may be paid in cash, property, or
shares of the Company.
ARTICLE VIII
Amendment of By-laws
These By-laws may be altered or amended by the Board at any meeting by a
majority vote of the directors on the entire Board or at any meeting of the
shareholders, whether annual or special, by a majority in interest of the stock
entitled to vote, provided however that in order to amend or repeal or to adopt
any provision inconsistent with Article II, Article III (other than sections 5,
6, 14, the last paragraph of section 1 thereof and the last sentence of section
4 thereof) or this Article XIII, any vote of shareholders shall require (i) the
affirmative vote of the holders of at least sixty percent (60%) of the voting
power of all of the issued and outstanding shares of the Company then entitled
to vote for the election of Directors, and (ii) if there is an "Interested
Shareholder" (as that term is defined in the Certificate of Incorporation), the
affirmative vote of sixty percent (60%) of the voting powers of all of the
issued and outstanding shares of the Company entitled to vote for the election
of Directors held by shareholders other than the Interested Shareholder, and any
action of Directors shall require the affirmative vote of a majority of the
Directors then in office.
Any changes in the By-laws made by the Board between meetings of the
shareholders shall be reported to the shareholders at the next annual meeting.
Any notice of a meeting of the shareholders or the Board at which the By-laws
are to be altered or amended shall include notice of such proposed action.
ARTICLE IX
These new adopted By-laws supersede any and all prior By-laws previously
adopted.
CERTIFICATION
These By-laws were adopted at a meeting of the Directors of the Company on
the 20th day of May, 1997.
/s/ Jeremiah T. Dorney
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Secretary