EXHIBIT 3.2
BYLAWS
OF
SANDWICH BANCORP, INC.
ARTICLE I
MAIN OFFICE
The main office of Sandwich Bancorp, Inc. (the "Corporation") shall be in
the Town of Sandwich, Massachusetts, or such other location as the Board of
Directors may designate, subject to applicable law.
ARTICLE II
STOCKHOLDERS
SECTION 1. ANNUAL MEETING. The Annual Meeting of the stockholders for
elections and other purposes shall be held within six months after the end of
the Corporation's fiscal year at such date, time and place as fixed by the Board
of Directors, the Chairman of the Board or the President, consistent with the
requirements of Massachusetts law. The purposes for which the Annual Meeting is
to be held, in addition to those prescribed by law, by the Articles of
Organization or by these Bylaws, may be specified by the Board of Directors, the
Chairman of the Board or the President.
SECTION 2. SPECIAL MEETINGS. Special meetings of the stockholders may be
called only as provided in the Corporation's Articles of Organization.
SECTION 3. NOTICE OF MEETINGS. A written notice of all annual and special
meetings of stockholders stating the place, date and hour and the purpose or
purposes of such meeting shall be given by the Clerk or an assistant clerk (or
other person authorized by these Bylaws) at least seven days before the meeting
to each stockholder entitled to vote thereat and to each stockholder who, by
law, under the Articles of Organization or under these Bylaws, is entitled to
such notice, by delivering such notice to him or by mailing it, postage prepaid,
and addressed to such stockholder at his address as it appears on the stock
transfer books of the Corporation. Such notice shall be deemed to be delivered
when hand delivered to such address or deposited in the mail so addressed, with
postage prepaid.
When any stockholders' meeting, either annual or special, is adjourned for
30 days or more, notice of the adjourned meeting shall be given as in the case
of an original meeting. It shall not be necessary to give any notice of the
time and place of any meeting adjourned for less than 30 days or of the business
to be transacted thereat, other than an announcement at the meeting at which
such adjournment is taken.
SECTION 4. QUORUM. The holders of a majority in interest of all stock
issued, outstanding, and entitled to vote, represented in person or by proxy,
shall constitute a quorum at a meeting of stockholders. If a quorum is not
present, a lesser number may adjourn the meeting from time to time and the
meeting may be held as adjourned without further notice. At such adjourned
meeting at which a quorum shall be present or represented, any business may be
transacted which might have been transacted at the meeting as originally
noticed. The stockholders present at a duly organized meeting may continue to
transact business until adjournment, notwithstanding the withdrawal of enough
stockholders to leave less than a quorum.
-1-
SECTION 5. VOTING AND PROXIES. Stockholders shall have one vote for each
share of stock entitled to vote owned by them of record according to the books
of the Corporation, and a proportionate vote for a fractional share, unless
otherwise provided by law or by the Articles of Organization. Stockholders may
vote either in person or by written proxy dated not more than six months before
the meeting named therein. Proxies shall be filed with the clerk of the
meeting, or of any adjournment thereof, before being voted. Except as otherwise
limited therein, proxies shall entitle the persons authorized thereby to vote at
any adjournment of such meeting, but they shall not be valid after final
adjournment of such meeting. A proxy with respect to stock held in the name of
two or more persons shall be valid if executed by one of them unless at or prior
to exercise of the proxy the Corporation receives a specific written notice to
the contrary from any one of them. A proxy purporting to be executed by or on
behalf of a stockholder shall be deemed valid unless challenged at or prior to
its exercise, and the burden of proving invalidity shall rest on the challenger.
SECTION 6. ACTION AT MEETING. When a quorum is present, any matter before
the meeting shall be decided by vote of the holders of a majority of the shares
of stock voting on such matter, except where a larger vote is required by law,
by the Articles of Organization or by these Bylaws. Any election by
stockholders shall be determined by a plurality of the votes cast, except where
a larger vote is required by law, by the Articles of Organization or by these
Bylaws. No action may be taken on the nomination of a director unless the
procedures set forth in the Articles of Organization have been complied with.
No ballot shall be required for any election unless requested by a stockholder
entitled to vote in the election. The Corporation shall not directly or
indirectly vote any share of its own stock; provided however, that no provision
of these Bylaws shall be construed to limit the voting rights and powers
relating to shares of stock held pursuant to a plan which is intended to be an
"employee stock ownership plan" as defined in section 409A of the Internal
Revenue Code, as now or hereafter in effect.
ARTICLE III
DIRECTORS
SECTION 1. POWERS. The business and affairs of the Corporation shall be
managed by a Board of Directors who may exercise all the powers of the
Corporation except as otherwise provided by law, by the Articles of Organization
or by these Bylaws.
SECTION 2. NUMBER, TERM AND ELECTION. The Board of Directors shall
initially consist of 13 members and shall be divided into three classes as
nearly equal in number as possible, with one class to be elected annually. The
Board of Directors shall be classified in accordance with the provisions of the
Corporation's Articles of Organization. At each annual meeting of stockholders,
the successors to the directors of the class whose term shall expire in that
year shall be elected to hold office for a term expiring at the annual meeting
of stockholders held in the third year following the year of their election and
until their respective successors are elected and qualified. The Board of
Directors may increase or decrease the number of members of the Board of
Directors by a vote of at least two-thirds of the board members then in office,
provided the total number of directors on the board may not be more than 18 nor
less than 7.
SECTION 3. QUALIFICATION. Each director shall have such qualifications as
are required by applicable law. In addition, all directors shall be citizens of
the United States of America and residents therein. Each director shall own,
free of any lien or encumbrance, in his own right or through a company in which
he holds an ownership interest of at least seventy-five percent, common stock of
the Corporation, having a par value, or a fair market value on the date the
person became a director, of not less than one thousand dollars. Any director
who ceases to be the owner of the required number of shares of stock, or who
becomes in any other manner disqualified, shall vacate his office forthwith. No
person shall be eligible for election or reelection to the Board if he shall
have attained 72 years of age.
SECTION 4. REGULAR MEETINGS. A regular meeting of the Board of Directors
shall be held without other notice than this Bylaw at the same place as the
annual meeting of stockholders, or the special meeting held in lieu thereof,
-2-
following such meeting of stockholders. The Board of Directors may provide, by
resolution, the time and place for the holding of regular meetings without other
notice than such resolution.
SECTION 5. SPECIAL MEETINGS. Special meetings of the Board of Directors
may be called by or at the request of the Chairman of the Board, the President,
or a majority of the directors. The persons authorized to call special meetings
of the Board of Directors may fix the place for holding any special meeting of
the Board of Directors called by such persons.
SECTION 6. NOTICE. Notice of any special meeting shall be given to each
director in person or by telephone or sent to his business or home address by
telegram at least 24 hours in advance of the meeting or by written notice mailed
to his business or home address at least 48 hours in advance of such meeting.
Such notice shall be deemed to be delivered when deposited in the mail so
addressed, with postage thereon prepared if mailed, or when delivered to the
telegraph company if sent by telegram. Any director may waive notice of any
meeting by a writing filed with the records of the meeting. 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
converted. Neither the business to be transacted at, nor the purpose of, any
meeting of the Board of Directors need be specified in the notice or waiver of
notice of such meeting.
SECTION 7. QUORUM. A majority of the number of directors then in office
shall constitute a quorum for the transaction of business at any meeting of the
Board of Directors, but if less than such majority is present at a meeting, a
majority of the directors present may adjourn the meeting from time to time.
When any Board of Directors' meeting either regular or special is adjourned for
30 days or more, notice of the adjourned meeting shall be given as in the case
of an original meeting. It shall not be necessary to give any notice of the
time and place of any meeting adjourned for less than 30 days or of the business
to be transacted thereat, other than an announcement at the meeting at which
such adjournment is taken.
SECTION 8. MANNER OF ACTING. The act of the majority of the directors
present at a meeting at which a quorum is present shall be the act of the Board
of Directors, unless a greater number is prescribed by governing law, by the
Articles of Organization or these Bylaws.
SECTION 9. ACTION BY CONSENT. 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 and such consents are filed with the records of the meetings of
directors.
SECTION 10. RESIGNATION. Any director may resign at any time by sending a
written notice of such resignation to the main office of the Corporation
addressed to the Chairman of the Board or the President. Unless otherwise
specified therein, such resignation shall take effect upon receipt thereof by
the Chairman of the Board or the President.
SECTION 11. REMOVALS. A director may be removed from office only as
provided in the Articles of Organization.
SECTION 12. VACANCIES. Any vacancy occurring on the Board of Directors as
a result of resignation, removal or death may be filled in accordance with the
provisions of the Articles of Organization.
SECTION 13. COMPENSATION. The members of the Board of Directors and the
members of either standing or special committees may be allowed such
compensation as the Board of Directors may determine.
SECTION 14. PRESUMPTION OF ASSENT. A director of the Corporation who is
present at a meeting of the Board of Directors at which action on any
Corporation matter is taken shall be presumed to have assented to the action
taken unless his or her dissent or abstention shall be entered in the minutes of
the meeting or unless he or she shall file a written dissent to such action with
the person acting as the clerk of the meeting before the adjournment thereof or
shall
-3-
forward such dissent by registered mail to the Clerk of the Corporation within
five days after the date a copy of the minutes of the meeting is received. Such
right to dissent shall not apply to a director who voted in favor of such
action.
SECTION 15. COMMITTEES. The Board of Directors, by a vote of a majority
of the directors then in office, may elect from its number, not less than three
members in each case to serve as an Executive Committee or other committees and
may delegate thereto some or all of its powers except those which by law, by the
Articles of Organization, or by these Bylaws may not be delegated. Except as
the Board of Directors may otherwise determine, any such committee may make
rules for the conduct of its business, but unless otherwise provided by the
Board of Directors or in such rules, its business shall be conducted so far as
possible in the same manner as is provided by these Bylaws for the Board of
Directors. All members of such committees shall hold such offices at the
pleasure of the Board of Directors. The Board of Directors may abolish any such
committee at any time, subject to any applicable requirements of law. Any
committee to which the Board of Directors delegates any of its powers or duties
shall keep records of its meetings and shall report its action to the Board of
Directors. The Board of Directors shall have power to rescind any action of any
committee, but no such rescission shall have retroactive effect. In the case of
the Nominating Committee, which shall be established for the purpose of making
nominations for election to the Board of Directors, such committee shall consist
of at least five members, including the president. The committee shall deliver
its nominations to the secretary of the Corporation at least 30 days in advance
of the meeting at which elections are to be held.
SECTION 16. MANNER OF PARTICIPATION. Members of the Board of Directors
may participate in meetings of the Board of Directors by means of conference
telephone or similar communications equipment by which all persons participating
in the meeting can hear each other. Such participation shall constitute
presence in person but shall not constitute attendance for the purpose of
compensation pursuant to Section 13 of this Article III, unless the Board of
Directors by resolution so provides.
ARTICLE IV
OFFICERS
SECTION 1. ENUMERATION. The officers of the Corporation shall consist of
a President, a Treasurer, a Clerk, and such other officers, including Chairman,
Vice Chairmen of the Board, Vice Presidents or Assistant Vice Presidents,
Assistant Treasurers, Assistant Clerks or a Secretary or Assistant Secretaries,
as the Board of Directors may determine.
SECTION 2. ELECTION. The President, Treasurer and Clerk shall be elected
annually by the Board of Directors at their first meeting following the annual
meeting of stockholders. The President shall be a director of the Corporation.
Other officers may be chosen by the Board of Directors at such first meeting of
the Board of Directors or at any other meeting.
SECTION 3. QUALIFICATION. No officer need be a stockholder. Any two or
more offices may be held by any person. The Clerk shall be a resident of
Massachusetts unless the Corporation has a resident agent appointed for the
purpose of service of process. Any officer may be required by the Board of
Directors to give bond for the faithful performance of his duties in such amount
and with such sureties as the Board of Directors may determine.
SECTION 4. TENURE. Except as otherwise provided by law, by the Articles
of Organization or by these Bylaws, all officers shall hold office until the
first meeting of the Board of Directors following the next annual meeting of
stockholders and until their respective successors are chosen and qualified.
Any officer may resign by delivering his written resignation to the Corporation
at its main office addressed to the Chairman of the Board, the President, Clerk
or Secretary, and such resignation shall be effective upon receipt unless it is
specified to be effective at some other time or upon the happening of some other
event. Election or appointment of an officer, employee or agent shall not of
itself create contract rights. The Board of Directors may authorize the
Corporation to enter into an employment contract with any officer in accordance
with governing law or regulation, but no such contract right shall impair the
right of the Board of Directors to remove any officer at any time in accordance
with Section 5 of this Article IV.
-4-
SECTION 5. REMOVAL. The Board of Directors may remove any officer with
cause by a vote of a majority of the entire number of directors then in office.
In addition, the Board of Directors may remove any officer without cause by a
vote of two-thirds of the entire number of directors then in office, provided,
however, that such removal other than for cause shall be without prejudice to
the contract rights, if any, of the persons involved. An officer may be removed
for cause only after reasonable notice and opportunity to be heard by the Board
of Directors.
SECTION 6. VACANCIES. Any vacancy in any office may be filled for the
unexpired portion of the term by the Board of Directors.
SECTION 7. CHAIRMAN OF THE BOARD. The Board of Directors may annually
elect a Chairman of the Board. Unless the Board of Directors otherwise provides,
the Chairman of the Board shall preside, when present, at all meetings of the
stockholders and the Board of Directors.
SECTION 8. CHIEF EXECUTIVE OFFICER. Unless otherwise provided by the
Board of Directors, the President shall be the chief executive officer and
shall, subject to the direction of the Board of Directors, have general
supervision and control of the Corporation's business.
SECTION 9. PRESIDENT AND VICE PRESIDENTS. The President shall have such
powers and shall perform such duties as the Board of Directors may from time to
time designate. Unless otherwise provided by the Board of Directors he shall
preside, when present, at all meetings of stockholders and of the Board of
Directors if the Chairman of the Board does not attend such meetings. The Board
shall rank the Vice Presidents, if there be more than one, and may give them
such additional designations as it may determine. In the event of the absence
or disability of the President, the ranking Vice President shall have all of the
powers and perform all of the duties of the President.
SECTION 10. TREASURER AND ASSISTANT TREASURERS. The Treasurer shall,
subject to the direction of the Board of Directors and the finance committee, if
any, have general charge of the financial affairs of the Corporation and shall
cause to be kept accurate books of account. He shall have custody of all funds,
securities, and valuable documents of the Corporation, except as the Board of
Directors may otherwise provide.
Any Assistant Treasurer shall have such powers and perform such duties as
the Board of Directors may from time to time designate.
SECTION 11. CLERK AND ASSISTANT CLERKS. The Clerk shall keep a record of
the meetings of stockholders. In case a Secretary is not elected or is absent,
the Clerk or an Assistant Clerk shall keep a record of the meetings of the Board
of Directors. In the absence of the Clerk from any meeting of stockholders, an
Assistant Clerk, if one be elected, shall perform the duties of the Clerk.
SECTION 12. SECRETARY AND ASSISTANT SECRETARIES. The Secretary, if one be
elected, shall keep a record of the meetings of the Board of Directors. In the
absence of the Secretary, any Assistant Secretary, the Clerk and any Assistant
Clerk, a Temporary Secretary shall be designated by the person presiding at such
meeting to perform the duties of the Secretary.
SECTION 13. OTHER POWERS AND DUTIES. Subject to these Bylaws, each
officer of the Corporation shall have in addition to the duties and powers
specifically set forth in applicable law and in these Bylaws, such duties and
powers as may be designated from time to time by the Board of Directors. The
President shall have the authority to appoint additional officers of the
Corporation other than those enumerated herein.
-5-
ARTICLE V
CAPITAL STOCK
SECTION 1. CERTIFICATES OF STOCK. Each stockholder shall be entitled to a
certificate of the capital stock of the Corporation in such form as may from
time to time be prescribed by the Board of Directors. Such certificate shall be
signed by the President or a Vice President and by the Treasurer or an Assistant
Treasurer. Such signatures may be facsimile if the certificate is signed by a
transfer agent, or by a registrar, other than a director, officer or employee of
the Corporation. In case any officer who has signed or whose facsimile
signature has been placed on such certificate shall have ceased to be such
officer before such certificate is issued, it may be issued by the Corporation
with the same effect as if he were such officer at the time of its issue.
SECTION 2. TRANSFERS. Subject to any restrictions on transfer, shares of
stock may be transferred on the books of the Corporation by the surrender to the
Corporation or its transfer agent of the certificate therefor properly endorsed
or accompanied by a written assignment and power of attorney properly executed,
with transfer stamps (if necessary) affixed, and with such proof of the
authenticity of signature as the Corporation or its transfer agent may
reasonably require.
SECTION 3. RECORD HOLDERS. Except as may be otherwise required by law, by
the Articles of Organization or by these Bylaws, the Corporation shall be
entitled to treat the record holder of stock as shown on its books as the owner
of such stock for all purposes, including the payment of dividends and the right
to vote with respect thereto, regardless of any transfer, pledge or other
disposition of such stock, until the shares have been transferred on the books
of the Corporation in accordance with the requirements of these Bylaws.
It shall be the duty of each stockholder to notify the Corporation of his
postal address.
SECTION 4. RECORD DATE. The Board of Directors may fix in advance a time
of not more than 60 days preceding the date of any meeting of stockholders, or
the date for the payment of any dividend or the making of any distribution to
stockholders, or the last day on which the consent or dissent of stockholders
may be effectively expressed for any purpose, as the record date for determining
the stockholders having the right to notice of and to vote at such meeting, or
the right to receive such dividend or distribution or the right to give such
consent or dissent. In such case only stockholders of record on such record date
shall have such right, notwithstanding any transfer of stock on the books of the
Corporation after the record date. Without fixing such record date the Board of
Directors may for any of such purposes close the transfer books for all or any
part of such period.
If no record date is fixed and the transfer books are not closed, (a) the
record date for determining stockholders having the right to notice of or to
vote at a meeting of stockholders shall be at the close of business on the day
next preceding the day on which notice is given, and (b) the record date for
determining stockholders for any other purpose shall be at the close of business
on the day on which the Board of Directors acts with respect thereto.
SECTION 5. REPLACEMENT OF CERTIFICATES. In case of the alleged loss,
destruction or mutilation of a certificate of stock, a duplicate certificate may
be issued in place thereof, upon such terms, including appropriate
indemnification of the Corporation, as the Board of Directors may prescribe.
SECTION 6. ISSUANCE OF CAPITAL STOCK. The Board of Directors shall have
the authority to issue or reserve for issue from time to time the whole or any
part of the capital stock of the Corporation which may be authorized from time
to time, to such persons or organizations, and on such terms as the Board of
Directors may determine, including without limitation the granting of options,
warrants, or conversion or other rights to subscribe to said capital stock.
-6-
SECTION 7. DIVIDENDS. Subject to applicable law, the Articles of
Organization and these Bylaws, the Board of Directors may from time to time
declare, and the Corporation may pay, dividends on the outstanding shares of its
capital stock. Such dividends may be in the form of cash, property or stock.
ARTICLE VI
MISCELLANEOUS PROVISIONS
SECTION 1. FISCAL YEAR. Except as otherwise determined by the Board of
Directors, the fiscal year of the Corporation shall be the twelve months ending
December 31st. The Corporation shall be subject to an annual audit as of the
end of its fiscal year by independent accountants appointed by the Board of
Directors.
SECTION 2. SEAL. The Board of Directors shall have power to adopt and
alter the seal of the Corporation.
SECTION 3. EXECUTION OF INSTRUMENTS. All deeds, leases, transfers,
contracts, bonds, notes and other obligations to be entered into by the
Corporation in the ordinary course of its business without Board of Directors
action may be executed on behalf of the Corporation by the Chairman of the
Board, President, Treasurer or any other officer, employee or agent of the
Corporation as the Board of Directors may authorize.
SECTION 4. INDEMNIFICATION. Directors and officers of the Corporation
shall be entitled to indemnification as provided in the Articles of
Organization.
SECTION 5. VOTING OF SECURITIES. Unless otherwise provided by the Board
of Directors, the Chairman of the Board, the President or Treasurer may waive
notice of and act on behalf of the Corporation, or appoint another person or
persons to act as proxy or attorney in fact for the Corporation with or without
discretionary power and/or power of substitutions, at any meeting of
stockholders or shareholders of any other organization, any of whose securities
are held by the Corporation.
SECTION 6. RESIDENT AGENT. The Board of Directors may appoint a resident
agent upon whom legal process may be served in any action or proceeding against
the Corporation. Said resident agent shall be either an individual who is a
resident of and has a business address in Massachusetts, or a corporation
organized under the law of any other state of the United States, which has
qualified to do business in, and has an office in, Massachusetts.
SECTION 7. CORPORATE RECORDS. The original, or attested copies, of the
Articles of Organization, Bylaws and records of all meetings of the directors
and stockholders, and the stock and transfer records, which shall contain the
names of all stockholders and the record address and amount of stock held by
each, shall be kept in Massachusetts at the main office of the Corporation, or
at an office of its transfer agent, Clerk or resident agent.
SECTION 8. ARTICLES OF ORGANIZATION. All references in these Bylaws to
the Articles of Organization shall be deemed to refer to the Articles of
Organization of the Corporation, as in effect from time to time.
SECTION 9. AMENDMENTS. These Bylaws may be altered, amended or repealed
as provided in the Articles of Organization.
-7-