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