EXHIBIT 3.2
BY-LAWS
OF
PEAPACK-GLADSTONE FINANCIAL CORPORATION
ARTICLE I
SHAREHOLDERS MEETINGS
1. Annual Meeting. The annual meeting of shareholders for the election of
directors and such other business as may properly come before the meeting shall
be held upon not less than 10 nor more than 60 days written notice of the date,
time, place and purposes of the meeting. The annual meeting shall be held at
3:00 p.m. on the fourth Tuesday of April each year at the principal place of
business of the Corporation, 158 Route 206 North, Gladstone, New Jersey, or at
such other time and place as shall be fixed by the Board of Directors.
2. Nominations for Director. Nominations for election to the Board of
Directors may be made by the Board of Directors or upon 90 days advance written
notice to the Board of Directors by any shareholder of any outstanding class of
stock of the Corporation entitled to vote for the election of directors.
3. Special Meetings. A special meeting of shareholders may be called for
any purpose by the Chairman, Chief Executive Officer, the President or a
majority of the Board of Directors. A special meeting shall be held upon not
less than 10 nor more than 60 days written notice of the time, place and purpose
of the meeting.
4. Quorum. The holders of a majority of the outstanding common stock
represented in person or by proxy, shall constitute a quorum at any meeting of
shareholders. The majority of the shareholders at a meeting, though less than a
quorum, may adjourn any meeting. The Corporation shall not be required to give
notice of an adjourned meeting if the time and place of the meeting are
announced at the meeting from which an adjournment is taken and the business
transacted at the adjourned meeting is limited to that which might have been
transacted at the original meeting.
5. Shareholder Action. A majority of the votes cast shall decide every
question or matter submitted to the shareholders at any meeting, unless
otherwise provided by the New Jersey Business Corporation Act, by the
certificate of incorporation or by these By-Laws.
6. Record Date. The Board of Directors shall fix a record date for each
meeting of shareholders and for other corporate action for purposes of
determining the shareholders of the corporation who are entitled to: (i) notice
of or to vote at any meeting of shareholders; (ii) give a written consent to any
action without a meeting; or (iii) receive payment of any dividend,
distribution, or allotment of any right. The record date may not be more than 60
days nor less than 10 days prior to the shareholders meeting, or other corporate
action or event to which it relates.
7. Inspectors of Election. In advance of any shareholders meeting, the
Board of Directors may appoint one or more inspectors of election whose duty it
shall be to determine the shares outstanding and the voting power of each, the
shares represented at the meeting, the existence of a quorum, and the validity
and effect of proxies. The inspectors shall receive and tabulate all votes,
except voice votes, determine the results of
all such votes, including the election of directors, and do such acts as are
proper to conduct the election or vote, including hearing and determining all
challenges and questions arising in connection with the right to vote. After any
meeting, the inspectors shall file with the Secretary of the meeting a
certificate under their hands, certifying the result of any vote or election,
and in the case of an election, the names of the directors elected.
8. Proxies. Shareholders may vote at any meeting of the shareholders by
proxies duly authorized in writing.
ARTICLE II
DIRECTORS
1. Board of Directors. The Board of Directors (the "Board") shall have the
power to manage and administer the business and affairs of the Corporation.
Except as expressly limited by these By-Laws, all powers of the Corporation
shall be vested in and may be exercised by the Board.
2. Number and Term of Office. The number of directors shall not be less
than five and not more than 25. The exact number shall be determined by the
Board. Directors shall be elected by the shareholders at each annual meeting of
shareholders and until their successors shall have been elected and qualified.
The Board shall have the right to increase the number of directors between
annual meetings and to fill vacancies so created and other vacancies occurring
for any reason.
3. Directors Emeritus and Honorary Directors. The Board may grant the title
of Director Emeritus or Honorary Director to such former directors or other
worthy
individuals as it determines who will receive any fees, entitlements, duties and
powers as may be conferred by the Board in its discretion.
4. Regular Meetings. A regular meeting of the Board, for the purpose of
electing officers and conducting any other business as may come before the
meeting, shall be held without notice after the annual shareholders meeting and
before the Board's next regular meeting. The Board shall hold a regular meeting
on the second Thursday of March, June, September, and December and, by
resolution, may provide for different or additional regular meetings. All
regular meetings shall be held in the Main Office of Peapack-Gladstone Bank, 158
Route 206 North, Gladstone, New Jersey, unless otherwise provided by the Board.
All regular meetings may be held without notice to any director, except that a
director not present at the time of the adoption of a resolution setting forth
different or additional regular meeting dates shall be entitled to notice of
those meetings.
5. Special Meetings. A special meeting of the Board may be called for any
purpose at any time by the Chairman, Chief Executive Officer, the President or
by a majority of the directors. The meeting shall be held upon not less than one
day's notice if given by telegraph or orally (either by telephone or in person),
or upon not less than three days' notice if given by depositing the notice in
the United States mails, postage prepaid. The notice shall specify the time and
place of the meeting.
6. Action Without Meeting. The Board may act without a meeting if, prior or
subsequent to the action, each member of the Board shall consent in writing to
the action. The written consent or consents shall be filed in the minute book.
7. Quorum. A majority of the directors shall constitute a quorum at any
meeting, except when otherwise provided by the New Jersey Business Corporation
Act.
However, a smaller number may adjourn any meeting and the meeting may be held,
as adjourned, without further notice. The act of the majority present at a
meeting at which a quorum is present shall be the act of the Board, unless
otherwise provided by the New Jersey Business Corporation Act, the certificate
of incorporation or these By-Laws.
8. Vacancies in Board of Directors. Any vacancy in the Board, including a
vacancy caused by an increase in the number of directors, may be filled by the
affirmative vote of a majority of the remaining directors.
9. Telephone Participation in Board Meetings. One or more directors may
participate in a meeting of the Board, or of any committee thereof, by means of
a speaker or conference telephone or similar communications equipment which
permits all persons participating in the meeting to hear each other. Any
director who is unable to attend any meeting of the Board or any committee
thereof shall have the right, upon prior written request, to participate in the
meeting by such telephone hook-up if the means are reasonably available at the
place where the meeting is to be held.
ARTICLE III
COMMITTEES OF THE BOARD
1. Executive Committee. The Board, by the vote of a majority of the entire
Board, annually shall appoint an Executive Committee composed of at least five
directors, among whom shall be the Chairman and the Chief Executive Officer of
the Corporation. At least three members or a majority of the Committee shall not
be employees of the Corporation or any of its subsidiaries. The Executive
Committee shall have and may exercise all of the power of the Board except as
otherwise provided in the
New Jersey Business Corporation Act. As provided in the New Jersey Business
Corporation Act, the Executive Committee shall not (i) make, alter or repeal any
of these By-Laws; (ii) elect or appoint any director, or remove any officer or
director; (iii) submit to shareholders any action that requires shareholders
approval; and (iv) amend or repeal any resolution theretofore adopted by the
Board which by its terms is amendable or repealable only by the Board. The
Executive Committee shall keep minutes of its meetings, and such minutes shall
be submitted to the next regular or special meeting of the Board at which a
quorum is present, and any action taken by the Board with respect thereto shall
be entered in the minutes of the Board. A majority of the directors on the
Executive Committee shall constitute a quorum for the transaction of business.
The Chairman shall serve as chairman of the Executive Committee. The Executive
Committee shall identify and select candidates for nomination to the Board and
recommend those selected to the entire Board for its approval.
2. Audit and Examining Committee. The Board, by the vote of a majority of
the entire Board, annually shall appoint an Audit and Examining Committee
composed of not less than three directors who shall not be active officers or
employees of the Corporation. This Committee shall review significant audit and
accounting principles, policies and practices, meet with the internal auditors
of Peapack-Gladstone Bank (the "Bank"), review the report of the annual
directors' examination of the Bank conducted by the outside auditors and review
examination reports and other reports of federal regulatory agencies.
3. Compensation Committee. The Board, by the vote of a majority of the
entire Board, annually shall appoint a Compensation Committee composed of at
least five
directors, none of whom shall be an officer of the Corporation. The Compensation
Committee shall approve the salaries of Senior Officers of the Corporation and
the Corporation's Profit Sharing, Pension, Long Term Stock Incentive and other
compensation plans.
4. Other Committees. The Board may appoint, from time to time, from its own
members, ad hoc and other committees of one or more directors, for such purposes
and with such powers as the Board may determine.
ARTICLE IV
WAIVERS OF NOTICE
Any notice required by these By-Laws, by the certificate of incorporation,
or by the New Jersey Business Corporation Act may be waived in writing by any
person entitled to notice. The waiver, or waivers, may be executed either before
or after the event with respect to which the notice is waived. Each director or
shareholder attending a meeting without protesting, prior to its conclusion, the
lack of proper notice shall be deemed conclusively to have waived notice of the
meeting.
ARTICLE V
OFFICERS
1. Election. At its regular meeting following the annual meeting of
shareholders, the Board shall elect a Chief Executive Officer, a Chairman of the
Board, a President, a Vice President, a Treasurer, a Secretary, and such other
officers as it shall deem necessary. One person may hold two or more offices.
2. Chairman of the Board. The Board shall appoint one of its members to be
Chairman of the Board to serve at the pleasure of the Board. Such person shall
preside at all meetings of the Board and of the shareholders, and shall also
have and may exercise such further powers and duties as from time to time may be
conferred or assigned by the Board or by the Chief Executive Officer. In the
Chairman's absence, the Board will designate one of the senior officers who are
members of the Board to serve as Chairman.
3. Chief Executive Officer. The Board of Directors shall appoint one of its
members to be Chief Executive Officer of the Corporation to serve at the
pleasure of the Board. The Chief Executive Officer may also hold another office
or offices in the Corporation. He shall have general authority over all the
business and affairs of the Corporation.
4. President. The Board shall appoint one of its members to be President of
the Corporation. The President shall have and may exercise any and all powers
and duties pertaining by law, regulation, or practice to the office of
president, or imposed by these By-Laws. The President shall also have and may
exercise such further powers and duties as from time to time may be conferred or
assigned by the Board or the Chief Executive Officer.
5. Vice President. The Board may appoint one or more Executive Vice
Presidents, one or more Senior Vice Presidents, and one or more Vice Presidents.
Each Vice President shall perform the duties and have the authority as from time
to time may be delegated to him by the Chief Executive Officer, by the Board of
Directors, or by these By-Laws.
6. Secretary. The Board shall appoint a Secretary who shall be Secretary
for meetings of the Board and of the Corporation, and shall keep accurate
minutes of those meetings. The Secretary shall attend to the giving of all
notices required by these By-Laws and shall be custodian of the corporate seal,
records, documents and papers of the Corporation. The Secretary also shall have
and may exercise any and all other powers and duties pertaining by law or
practice to the office of Secretary, and shall also perform such other duties as
may be assigned from time to time by the Board.
7. Treasurer. The Board shall appoint a Treasurer who shall have custody of
the funds and securities of the Corporation and shall keep or cause to be kept
regular books of the account for the Corporation. The Treasurer shall perform
such other duties and possess such other powers as are incident to his office or
as shall be assigned to him by the President or the Board.
8. Other Officers. The Board may appoint one or more Assistant Vice
Presidents, one or more Assistant Secretaries, one or more Assistant Treasurers,
and such other officers as from time to time may appear to the Board to be
required or desirable to transact the business of the Corporation. Such officers
shall respectively exercise such power and perform such duties as pertain to
their several offices, or as may be conferred upon or assigned to them by the
Board, the Chief Executive Officer, or the President.
9. Tenure of Office. The Chairman, the Chief Executive Officer, the
President, the Secretary, the Treasurer and all other officers shall hold office
for the current year for which the Board was elected, unless they shall resign,
become disqualified, or be removed. Any vacancy occurring in the office of Chief
Executive
Officer, Chairman, President, Secretary or Treasurer shall be filled promptly by
the Board.
ARTICLE VI
STOCK AND STOCK CERTIFICATES
1. Transfers. Shares of stock shall be transferable on the books of the
Corporation, and a transfer book shall be kept in which all transfers of stock
shall be recorded. Every person becoming a shareholder by such transfer shall,
in proportion to his shares, succeed to all rights of the prior holder of such
shares.
2. Share Certificates. The shares of the Corporation shall be represented
by certificates signed by or in the name of the Corporation, by the Chairman,
Chief Executive Officer, or the President or a Vice President, and by the
Secretary, Treasurer, Assistant Secretary or Assistant Treasurer of the
Corporation, and may be sealed with the seal of the Corporation. Any signature
and the seal may be reproduced by facsimile. In case any officer who has signed
or whose facsimile signature has been placed upon such certificate shall have
ceased to be an 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 date of
its issue.
ARTICLE VII
AMENDMENTS TO AND EFFECT OF BY-LAWS; FISCAL YEAR
1. Force and Effect of By-Laws. These By-Laws are subject to the provisions
of the New Jersey Business Corporation Act and the Corporation's certificate of
incorporation, as it may be amended from time to time. If any provision in these
By-Laws is inconsistent with a provision of the Act or the certificate of
incorporation, the provisions of the Act or the certificate of incorporation
shall govern.
2. Amendments to By-Laws. These By-Laws may be altered, amended, or
repealed by the shareholders or by the Board. Any By-Law adopted, amended, or
repealed by the shareholders may be amended or repealed by the Board, unless the
resolution of the shareholders adopting such By-Law expressly reserves to the
shareholders the right to amend or repeal it.
3. Fiscal Year. The fiscal year of the Corporation shall begin on the first
day of January each year.
4. Records. The certificate of incorporation, the By-Laws and the
proceedings of all meetings of the shareholders, the Board, and standing
committees of the Board shall be recorded in appropriate minute books provided
for the purpose. The minutes of each meeting shall be signed by the Secretary or
other officer appointed to act as secretary of the meeting.
5. Inspection. A copy of the By-Laws, with all amendments thereto, shall at
all times be kept in a convenient place at the principal place of business of
the Corporation, and for a proper purpose shall be open for inspection to any
shareholder during business hours.
ARTICLE VIII
CORPORATE SEAL
The Chairman, the Chief Executive Officer, the President, any Vice
President, the Secretary, any Assistant Secretary, the Treasurer and any
Assistant Treasurer, shall have authority to affix the corporate seal to any
document requiring such seal, and to attest the same. Such seal shall be
substantially in the following form:
(Impression)
( of )
(Seal )