BYLAWS - CENTER BANCORP INC.
INDEX
TO BYLAWS OF
CENTER BANCORP, INC.
ARTICLE I - MEETINGS OF SHAREHOLDERS
Section 101. Place of Meetings
Section 102. Annual Meetings
Section 103. Special Meetings
Section 104. Conduct of Shareholders' Meetings
ARTICLE II - DIRECTORS AND BOARD MEETINGS
Section 201. Management by Board of Directors
Section 202. Nomination for Directors
Section 203. Directors Must be Shareholders
Section 204. Number of Directors
Section 205. Classification of Directors
Section 206. Vacancies
Section 207. Resignations
Section 208. Compensation of Directors
Section 209. Regular Meetings
Section 210. Special Meetings
Section 211. Reports and Records
ARTICLE III - COMMITTEES
Section 301. Committees
Section 302. Executive Committee
Section 303. Audit Committee
Section 304. Appointment of Committee Members
Section 305. Organization and Proceedings
ARTICLE IV - OFFICERS
Section 401. Officers
Section 402. Chairman
Section 403. President
Section 404. Vice Presidents
Section 405. Secretary
Section 406. Treasurer
Section 407. Assistant Officers
Section 408. Compensation
Section 409. General Powers
ARTICLE V - SHARES OF CAPITAL STOCK
SECTION 501. Authority to Sign Share Certificates
SECTION 502. Lost or Destroyed Certificates
ARTICLE VI - GENERAL
SECTION 601. Fiscal Year
SECTION 602. Record Date
SECTION 603. Absentee Participation in Meetings
SECTION 604. Emergency Bylaws
SECTION 605. Severability
ARTICLE VII - AMENDMENT OR REPEAL
SECTION 701. Amendment or Repeal by the Board of Directors
SECTION 702. Recording Amendments and Repeals
ARTICLE VIII - APPROVAL OF AMENDED BYLAWS AND RECORD OF AMENDMENTS AND REPEALS
SECTION 801. Approval and Effective Date
SECTION 802. Amendments or Repeals
BYLAWS
OF
CENTER BANCORP, INC.
These Bylaws are supplemental to the New Jersey Business Corporation
Act and other applicable provisions of law, as the same shall from
time to time be in effect.
ARTICLE I. MEETINGS OF SHAREHOLDERS.
Section 101. Place of Meetings. All meetings of the shareholders shall be
held at such place or places, within or without the State of New Jersey, as
shall be determined by the Board of Directors from time to time.
Section 102. Annual Meetings. The annual meeting of the shareholders for
the election of Directors and the transaction of such other business as may
properly come before the meeting shall be held on such day, at such hour, and at
such place, consistent with applicable law, as the Board shall from time to time
designate or as may be designated in any notice from the Secretary calling the
meeting. Any Business which is a proper subject for shareholder action may be
transacted at the annual meeting, irrespective of whether the notice of said
meeting contains any reference thereto, except as otherwise provided by
applicable law.
Section 103. Special Meetings. Special meetings of the shareholders may be
called at any time by the Board of Directors, the Chairman of the Board, the
President, or by the shareholders entitled to cast at least twenty-five percent
(25%) of the vote which all shareholders are entitled to cast at the particular
meeting.
Section 104. Conduct of Shareholders' Meetings. The Chairman of the Board
shall preside at all shareholders' meetings. In the absence of the Chairman of
the Board, the President shall preside or, in his/her absence, any Officer
designated by the Board of Directors. The Officer presiding over the
shareholders' meeting may establish such rules and regulations for the conduct
of the meeting as he/she may deem to be reasonably necessary or desirable for
the orderly and expeditious conduct of the meeting. Unless the Officer presiding
over the shareholders' meeting otherwise requires, shareholders need not vote by
ballot on any question.
ARTICLE II. DIRECTORS AND BOARD MEETINGS.
Section 201. Management by Board of Directors. The business and affairs of
the Corporation shall be managed by its Board of Directors. The Board of
Directors may exercise all such powers at the Corporation and do all such lawful
acts and things as are not by statute, regulation, the Articles of Incorporation
or these Bylaws directed or required to be exercised or done by the
shareholders.
Section 202. Nomination for Directors. Nominations for directors to be
elected at an annual meeting of shareholders must be submitted to the Secretary
of the Corporation in writing not later than the close of business on the
twentieth (20th) day immediately preceding the date of the meeting. Such
notification shall contain the following information to the extent known to the
notifying shareholder: (a) name and address of each proposed
nominee; (b) the principal occupation of each proposed nominee; (c) the total
number of shares of capital stock of the Corporation that will be voted for each
proposed nominee; (d) the name and residence address of the notifying
shareholder; and (e) the number of shares of capital stock of the Corporation
owned by the notifying shareholder. Nominations not made in accordance
herewithin may, in his/her discretion, be disregarded by the Presiding Officer
of the meeting, and upon his/her instruction, the vote tellers may disregard all
votes cast for each such nominee. In the event the same person is nominated by
more than one shareholder, the nomination shall be honored, and all shares of
capital stock of the Corporation shall be counted if at least one nomination for
that person complies herewith.
Section 203. Directors Must be Shareholders. Every Director must be a
shareholder of the Corporation and shall own in his/her own right the number of
shares (if any) required by law in order to qualify as such Director. Any
Director shall forthwith cease to be a Director when he/she no longer holds such
shares, which fact shall be reported to the Board of Directors by the Secretary,
whereupon the Board of Directors shall declare the seat of such Directors
vacated. Each Director, during the full term of his directorship, shall own a
minimum of One Thousand and 00/ 100 ($1,000.00) Dollars par value of stock in
the Corporation.
Section 204. Number of Directors. The Board of Directors shall consist of
not less than five (5) nor more than twenty-five (25) shareholders, the exact
number to be fixed and determined from
time to time by resolution of a majority of the full Board of Directors or by
resolution of the shareholders at any annual or special meeting thereof.
Section 205. Classification of Directors. The Directors shall be divided
into three (3) classes, as nearly equal in number as possible, known as Class 1,
consisting of not more than eight (8) Directors; Class 2, consisting of not more
than eight (8) Directors; and Class 3, consisting of not more than nine (9)
Directors. The initial Directors of Class 1 shall serve until the third (3rd)
annual meeting of shareholders. At the third (3rd) annual meeting of the
shareholders, the Directors of Class 1 shall be elected for a term of three (3)
years and, after expiration of such term, shall thereinafter be elected every
three (3) years for three (3) year terms. The initial Directors of Class 2 shall
serve until the second (2nd) annual meeting of shareholders. At the second (2nd)
annual meeting of the shareholders, the Directors of Class 2 shall be elected
for a term of three (3) years and, after the expiration of such term, shall
thereafter be elected every three (3) years for three (3) year terms. The
initial Directors of Class 3 shall serve until the first (1st) annual meeting of
shareholders. At The first (1st) annual meeting of shareholders, the Directors
of Class 3 shall be elected for a term of three (3) years and, after the
expiration of such term, shall thereafter be elected every three (3) years for
three (3) year terms. Each Director shall serve until his/her successor shall
have been elected and shall qualify, even though his/her term of office as
herein provided has otherwise expired, except: in the event of his/her earlier
resignation, removal or disqualification.
Section 206. Vacancies. Vacancies in the Board of Directors, including
vacancies resulting from an increase in the number of Directors, may be filled
by the remaining members of the Board even though less than a quorum. Any
Director elected to fill a vacancy in the Board of Directors shall become a
member of the same Class of Directors in which the vacancy existed; but if the
vacancy is due to an increase in the number of Directors a majority of the
members of the Board of Directors shall designate such directorship as belonging
to Class 1, Class 2 or Class 3 so as to maintain the three (3) classes of
Directors as nearly equal in number as possible. Each Director so elected shall
be a Director until his/her successor is elected by the shareholders, who may
make such election at the next annual meeting of the shareholders or at any
special meeting duly called for that purpose and held prior thereto.
Section 207. Resignations. Any Director may resign at any time. Such
resignation shall be in writing, but the acceptance thereof shall not be
necessary to make it effective.
Section 208. Compensation of directors. No Director shall be entitled to
any salary as such; but the Board of Directors may fix, from time to time, a
reasonable annual fee for acting as a Director and a reasonable fee to be paid
each Director for his/her services in attending meetings of the Board and
meetings of
committees appointed by the Board. The Corporation may reimburse Directors for
expenses related to their duties as a member of the Board. No salaried Officer
is entitled to compensation as a Director.
Section 209. Regular meetings. Regular meetings of the Board of Directors
shall be held on such day, at such hour, and at such place, consistent with
applicable law, as the Board shall from time to time designate or as may be
designated in any notice from the Secretary of the meeting. The Board of
Directors shall meet for reorganization at the first regular meeting following
the annual meeting of shareholders at which the Directors are elected. Notice
need not be given of regular meetings of the Board of Directors which are held
at the time and place designated by the Board of Directors. If a regular meeting
is not to be held at the time and place designated by the Board of Directors,
notice of such meeting, which need not specify the business to be transacted
thereat and which may be either verbal or in writing, shall be given by the
Secretary to each member of the Board at least twenty-four (24) hours before the
time of the meeting.
A majority of the members of the Board of Directors shall constitute a
quorum for the transaction of business. If at the time fixed for the meeting,
including the meeting to organize the new Board following the annual meeting of
shareholders, a quorum is not present, the directors in attendance may adjourn
the meeting from time to time until a quorum is obtained.
Except as otherwise provided herein, a majority of directors shall decide
each matter considered. A director cannot vote by
proxy, or otherwise act by proxy at a meeting of the Board of Directors.
Section 210. Special Meetings. Special meetings of the Board of Directors
may be called by the Chairman of the Board, the President or at the request of
three (3) or more members of the Board of Directors. A special meeting of the
Board of Directors shall be deemed to be any meeting other than the regular
meeting of the Board of Directors. Notice of the time and place of every special
meeting, which need not specify the business to be transacted thereat and which
may be either verbal or in writing, shall be given by the Secretary to each
member of the Board at least twenty-four (24) hours before the time of such
meeting excepting the Organization Meeting following the election of Directors.
Section 211. Reports and Records. The reports of Officers and Committees
and the records of the proceedings of all Committees shall be filed with the
Secretary of the Corporation and presented to the Board of Directors, if
practicable, at its next regular meeting. The Board of Directors shall keep
complete records of its proceedings in a minute book kept for that purpose. When
a Director shall request it, the vote of each Director upon a particular
question shall be recorded in the minutes.
ARTICLE III. COMMITTEES.
Section 301. Committees. The following two (2) Committees of the Board of
Directors shall be established by the Board of Directors in addition to any
other Committee the Board of Directors may in its discretion establish:
Executive, Audit.
Section 302. Executive Committee. The Executive Committee shall consist of
any four (4) or more Directors. A majority of the members of the Executive
Committee shall reconstitute a quorum, and actions of a majority and those
present at a meeting at which a quorum is present shall be actions of the
Committee. Meetings of the Committee may be called at any time by the Chairman
or Secretary of the committee, and shall be called whenever two (2) or more
members of the Committee so request in writing. The Executive Committee shall
have and exercise the authority of the Board of Directors in the Management of
the business of the Corporation between the dates of regular meetings of the
Board.
SECTION 303. Audit Committee. The Audit Committee shall consist of at least
four (4) Directors, none of whom shall be Officers of the Corporation. Meetings
of the Committee may be called at any time by the Chairman or Secretary of the
Committee, and shall be called whenever two (2) or more members of the Committee
so request in writing. A majority of the members of the Committee shall
constitute a quorum, and actions of a majority of those present at a meeting at
which a quorum is present shall be actions of the Committee. The Committee shall
supervise the audit of the books of the Corporation and recommend for approval
by the Board the services of a reputable Certified Public Accounting firm to
examine the affairs of the Corporation.
Section 304. Appointment of Committee Members. The Board of Directors shall
elect the members of the Executive, Audit Committees to serve until the next
annual meeting of shareholders. The Chairman of the Board shall appoint and
shall establish a method of appointing, subject to the approval of the Board of
Directors, the members of any other Committees established by the Board of
Directors, and the Chairman of such Committee, to serve until the next annual
meeting of shareholders. The Board of Directors may appoint, from time to time,
other committees, for such purposes and with such powers as the Board may
determine.
Section 305. Organization and Proceedings. Each Committee of the Board of
Directors shall have a chairman appointed by the Chairman of the Board. A record
of proceedings of all Committees shall be kept by the Secretary of such
Committee and filed and presented provided in Section 211 of these Bylaws.
ARTICLE IV. OFFICERS.
Section 401. Officers. The Officers of the Corporation shall be a Chairman
of the Board, President, one (1) or more Vice Presidents. a Secretary, a
Treasurer, and such other Officers and Assistant Officers as the Board of
Directors may from time to time deem advisable. Except for the President,
Secretary, and Treasurer, the Board may refrain from filling any of the said
offices at any time and from time to time. The same individual may hold any two
(2) or more offices except both the offices of President and Treasurer. The
following Officers shall be elected by the Board of Directors at the time, in
the manner and for such
terms as the Board of Directors from time to time shall determine: Chairman of
the Board, President, Executive Vice President, Senior Vice President,
Administrative Vice President, Secretary, and Treasurer. The Chairman may,
subject to change by the Board of Directors, appoint such Officers and Assistant
Officers as he may deem advisable provided such Officers or Assistant Officers
have a title not higher than Vice President, who shall hold office for such
periods as the Chairman shall determine. Any Officer may be removed at any time,
with or without cause, and regardless of the term for which such Officer was
elected, but without prejudice to any contract right of such Officer. Each
Officer shall hold his office for the current year for which he was elected or
appointed by the Board unless he shall resign, becomes disqualified, or be
removed at the pleasure of the Board of Directors.
Section 402. Chairman. The Chairman shall have general supervision of all
of the departments and business of the Corporation and shall prescribe the
duties of the other Officers and Employees and see to the proper performance
thereof. The Chairman shall be responsible for having all orders and resolutions
of the Board of Directors carried into effect. The Chairman shall execute on
behalf of the Corporation and may affix or cause to be affixed a seal to all
authorized documents and instruments requiring such execution, except to the
extent that signing and execution thereof shall have been delegated to some
other Officer or Agent of the Corporation by the Board of Directors or by the
Chairman.
Section 403. President. The Board of Directors shall appoint one of its
members to be President of the Association. In the absence of the Chairman, he
shall preside at any meeting of the Board. The President shall have general
executive powers, and shall have and may exercise any and all other powers and
duties pertaining by law, regulation, or practice, to the office of President,
or imposed by these Bylaws. He shall also have and may exercise such further
powers and duties as from time to time may be conferred upon, or assigned to,
him by the Board of Directors. The President shall be responsible for overall
operations under the direction of the Chairman of the Board and Chief Executive
Officer.
Section 404. Vice Presidents. The Vice Presidents shall perform such
duties, do such acts and be subject to such supervision as may be prescribed by
the Board of Directors or the President. In the event of the absence or
disability of the President or his/her refusal to act, the Vice Presidents, in
the order of their rank, and within the same rank in the order of their
authority, shall perform the duties and have the powers and authorities of the
President, except to the extent inconsistent with applicable law.
Section 404. Secretary. The Secretary shall act under the supervision of
the President or such other Officers as the President may designate. Unless a
designation to the contrary is made at a meeting, The Secretary shall attend all
meetings of the Board of Directors and all meetings of the shareholders and
record all of the proceedings at such meetings in a book to be kept for that
purpose, and shall perform like duties for the standing Committees when required
by these Bylaws or otherwise. The Secretary shall give, or cause to be given,
notice of all the meeting of the shareholders and of the Board of Directors. The
Secretary shall keep a seal of the Corporation, and, when authorized by the
Board of Directors or the President, cause it to be affixed to any documents and
instruments requiring it. The Secretary shall perform such other duties as may
be prescribed by the Board of Directors, President, or such other Supervising
Officer as the President may designate.
Section 406. Treasurer. The Treasurer shall act under the supervision of
the President or such other Officer as the President may designate. The
Treasurer shall have custody of the Corporation's funds and such other duties as
may be prescribed by the Board of Directors, President or such other Supervising
Officer as the President may designate.
Section 407. Assistant Officers. Unless otherwise provided by the Board of
Directors, each Assistant Officer shall perform such duties as shall be
prescribed by the Board of Directors, the President or the Officer to whom
he/she is an Assistant. In the event of the absence or disability of an Officer
or his/her refusal to act, his/her Assistant Officer shall, in the order of
their rank, and within the same rank in the order of their seniority, have the
powers and authorities of such Officer.
Section 408. Compensation. Unless otherwise provided by the Board of
Directors, the salaries and compensation of all Officers shall be fixed by and
in the manner designated by the Board.
Section 409. General Powers. The Officers are authorized to do and perform
such corporate acts as are necessary in the carrying on of the business of the
Corporation, subject always to the direction of the Board of Directors.
ARTICLE V. SHARES OF CAPITAL STOCK.
Section 501. Authority to Sign Share Certificates. Every share certificate
of the Corporation shall be signed by the President and by the Treasurer.
Certificates may be signed by a facsimile signature of the President and the
Treasurer.
Section 502. Lost or Destroyed Certificates. Any person claiming a share
certificate to be lost, destroyed or wrongfully taken shall receive a
replacement certificate if such person shall have: (a) requested such
replacement certificate before the Corporation has notice that the shares have
been acquired by a bonafide purchaser; (b) provided the Corporation with an
indemnity agreement satisfactory in form and substance to the Board of
Directors, or the President or the Treasurer; and (c) satisfied any other
reasonable requirements (including providing an affidavit and a surety bond)
fixed by the Board of Directors, or the President or the Treasurer.
ARTICLE VI. GENERAL.
Section 601. Fiscal Year. The fiscal year of the Corporation shall begin on
the first (1st) day of January in each year and end on the thirty-first (31st)
day of December in each year.
Section 602. Record Date. The Board of Directors may fix any time
whatsoever (whether or not the same is more than fifty (50) days) prior to the
date of any meeting of shareholders, or the date for the payment of any dividend
or distribution, or the date for the allotment of rights, or the date when any
change or conversion or exchange of shares will be made or will go into effect,
as a record date for the determination of the shareholders entitled to notice
of, or to vote at, any such meetings, or entitled to receive payment of any such
dividend or distribution, or to receive any such allotment of rights, or to
exercise the rights in respect to any such change, conversion or exchange of
shares.
Section 603. Absentee Participation in Meetings. One (1) or more Directors
may participate in a meeting of the Board of Directors, or of a Committee of the
Board, by means of a conference telephone or similar communications equipment,
by means of which all persons participating in the meeting can hear each other.
Section 604. Emergency Bylaws. In the event of any emergency resulting from
a nuclear attack or similar disaster, aid during the continuance of such
emergency, the following Bylaw provisions shall be in effect, notwithstanding
any other provisions of the Bylaws:
(a) A meeting of the Board of Directors or of any Committee thereof
may be called by any Officer or Director upon one (1) hour's notice to all
persons entitled to notice whom, in the sole judgment of the notifier, it
is feasible to notify;
(b) The Director or Directors in attendance at the meeting of the
Board of Directors or of any Committee thereof shall constitute a quorum;
and
(c) These Bylaws may be amended or repealed, in whole or in part, by a
majority vote of tie Directors attending any meeting of the Board of
Directors, provided such amendment or repeal shall only be effective for
the duration of such emergency.
Section 605. Severability. If any provision of these Bylaws is illegal or
unenforceable as such, such illegality or unenforceability shall not affect any
other provisions of these Bylaws and such other provisions shall continue in
full force and effect.
ARTICLE VII. AMENDMENT OR REPEAL.
Section 701 Amendment or Repeal by the Board of Directors. These Bylaws may
be amended or repealed, in whole or in part, by a majority vote of members of
the Board of Directors at any regular or special meeting of the Board duly
convened. Notice need not be given of the purpose of the meeting of the Board
of Directors at which the amendment or repeal is to be considered.
Section 702. Recording Amendments and Repeals. The text of all amendments
and repeals to these Bylaws shall be attached to the Bylaws with a notation of
the date and vote of such amendment or repeal.
ARTICLE VIII. APPROVAL OF AMENDED BYLAWS AND RECORD OF AMENDMENTS AND REPEALS.
Section 801. Approval and Effective Date. These Bylaws have been approved
as the Bylaws of the Corporation this 18th day of November, 1982, and shall be
effected as of said date.
Section 802. Amendments or Repeals.
Date Amended
Section Involved or Repealed Approved by
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