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SUFFOLK BANCORP
EXHIBIT 3.(ii)
BYLAWS
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By-Laws - Suffolk Bancorp
as amended November 22, 1993
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BY-LAWS
OF
SUFFOLK BANCORP
ARTICLE I - OFFICES
The principal office of the corporation shall be in the Town of
Riverhead, County of Suffolk, State of New York. The corporation may also have
offices at such other places within or without the State of New York as the
board may from time to time determine or the business of the corporation may
require.
ARTICLE II - SHAREHOLDERS
1. PLACE OF MEETINGS.
Meetings of shareholders shall be held at the principal office of the
corporation or at such place within or without the State of New York as the
board shall authorize.
2. ANNUAL MEETING.
The annual meeting of the shareholders shall be held on the second
Tuesday of April at 12:30 P.M. in each year if not a legal holiday, and, if a
legal holiday, then on the next business day following at the same hour, when
the shareholders shall elect a board and transact such other business as my
properly come before the meeting.
3. SPECIAL MEETING.
Special meetings of the shareholders may be called by the board, the
chairman or the president, and shall be called by the president or the secretary
at the request in writing of a majority of the board or at the request in
writing by shareholders owning a majority in amount of the shares issued and
outstanding. Such request shall state the purpose or purposes of the proposed
meeting. Business transacted at a special meeting shall be confined to the
purposes stated in the notice.
4. FIXING RECORD DATE.
For the purpose of determining the shareholders entitled to notice of
or to vote at any meeting of shareholders or any adjournment thereof, or to
express consent to or dissent from any proposal without a meeting, or for the
purpose of determining shareholders entitled to receive payment of any dividend
or the allotment of any rights, or for the purpose of any other action, the
board shall fix, in advance, a date as the record date for any such
determination of shareholders. Such date shall not be more than fifty nor less
than ten days before the date of such meeting, nor more than fifty days prior to
any other action. If no
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record date is fixed, it shall be determined in accordance with the provisions
of law.
5. NOTICE OF MEETINGS OF SHAREHOLDERS.
Written notice of each meeting of shareholders shall state the purpose
or purposes for which the meeting is called, the place, date and hour of the
meeting and unless it is the annual meeting, shall indicate that it is being
issued by or at the direction of the person or persons calling the meeting.
Notice shall be given either personally or by mail to each shareholder entitled
to vote at such meeting, not less than ten nor more than fifty days before the
date of the meeting. If action is proposed to be taken that might entitle
shareholders to payment for their shares, the notice shall include a statement
of that purpose and to that effect. If mailed, the notice is given when
deposited in the United States mail, with postage thereon prepaid, directed to
the shareholder at his address as it appears on the record of shareholders, or,
if he shall have filed with the secretary a written request that notices to him
be mailed to some other address, then directed to him at such other address.
6. WAIVERS.
Notice of meeting need not be given to any shareholder who signs a
waiver of notice, in person or by proxy, whether before or after the meeting.
The attendance of any shareholder at a meeting, in person or by proxy, without
protesting prior to the conclusion of the meeting the lack of notice of such
meeting, shall constitute a waiver of notice by him.
7. QUORUM OF SHAREHOLDERS.
Unless the certificate of incorporation provides otherwise, the holders
of a majority of the shares entitled to vote thereat shall constitute a quorum
at a meeting of shareholders for the transaction of any business.
When a quorum is once present to organize a meeting, it is not broken
by the subsequent withdrawal of any shareholders.
The shareholders present may adjourn the meeting despite the absence of
a quorum.
8. PROXIES.
Every shareholder entitled to vote at a meeting of shareholders or to
express consent or dissent without a meeting may authorize another person or
persons to act for him by proxy.
Every proxy must be signed by the shareholder or his attorney-in-fact.
No proxy shall be valid after expiration of eleven months from the date thereof
unless otherwise provided in the proxy. Every proxy shall be revocable at the
pleasure of the shareholder executing it, except as otherwise provided by law.
9. QUALIFICATION OF VOTERS.
Every shareholder of record shall be entitled at every meeting of
shareholders to one
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vote for every share standing in his name on the record of shareholders, unless
otherwise provided in the certificate of incorporation.
10. VOTE OF SHAREHOLDERS.
Except as otherwise required by statute or by the certificate of
incorporation which requires the affirmative vote of 70% or more.
(a) directors shall be elected by a plurality of the votes cast at a
meeting of shareholders by the holders of shares entitled to vote in the
election;
(b) all other corporate action shall be authorized by a majority of the
votes cast.
11. INSPECTORS AT SHAREHOLDERS' MEETINGS.
The board of directors, in advance of any shareholders' meeting, may
appoint one or more inspectors to act at the meeting or any adjournment thereof.
If inspectors are not so appointed, the person presiding at a shareholders'
meeting may, and on the request of any shareholder entitled to vote thereat
shall appoint one or more inspectors. In case any person appointed 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 person presiding thereat. Each
inspector, before entering upon the discharge of his duties, shall take and sign
an oath faithfully to execute the duties of inspector at such meeting with
strict impartiality and according to the best of his ability. The inspectors
shall determine the number of shares outstanding and the voting power of each,
the shares represented at the meeting, the existence of a quorum, the validity
and effect of proxies, and shall receive votes, ballots or consents, hear and
determine all challenges and questions arising in connection with the right to
vote, count and tabulate all votes, ballots or consents, determine the result,
and do such acts as are proper to conduct the election or vote with fairness to
all shareholders. On request of the person presiding at the meeting or any
shareholder entitled to vote thereat, the inspectors shall make a report in
writing of any challenge, question or matter determined by them and execute a
certificate of any fact found by them. Any report or certificate made by them
shall be prima facie evidence of the facts stated and of the vote as certified
by them.
ARTICLE III - DIRECTORS
1. BOARD OF DIRECTORS.
Subject to any provision in the certificate of incorporation the
business of the corporation shall be managed by its board of directors, each of
whom shall be at least 18 years of age and shall be shareholders.
2. NUMBER OF DIRECTORS.
The number of directors shall be eight (8). The number of directors may
be increased or decreased by action of a majority of the entire board subject to
the limitation that no
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decrease shall shorten the term of any incumbent director.
3. ELECTION AND TERM OF DIRECTORS.
The Board of Directors shall be divided into three classes, Class I,
Class II, and Class III which shall be as nearly equal in number as possible.
Each director shall serve for a term ending on the date of the third annual
meeting following the annual meeting at which such director was elected;
provided, however, that each initial director in Class I shall hold office until
the annual meeting of shareholders in 1985; and each initial director in Class
II shall hold office until the annual meeting of shareholders in 1986; and each
initial director in Class III shall hold office until the annual meeting of
stockholders in 1987. At each annual meeting of stockholders, the stockholders
shall elect directors of the class then terminating to hold office until the
third annual meeting thereafter.
4. NOMINATIONS FOR DIRECTORS.
Nominations for election to the Board of Directors may be made by the
Board of Directors or by any stockholder entitled to vote for the election of
directors. Nominations, other than those made by or on behalf of the existing
Board, shall be made in writing and shall be delivered or mailed to the
President not less than 14 days nor more than 50 days prior to any meeting of
stockholders called for the election of directors, provided, however, that if
less than 21 days' notice of the meeting is given to shareholders, such
nomination shall be mailed or delivered to the President not later than the
close of business on the seventh day following the day on which the notice of
meeting was mailed. Such notification shall contain the following information to
the extent known to the notifying shareholder: (a) the name and address of each
proposed nominee; (b) the principal occupation of each proposed nominee; (c) the
total number of shares of capital stock that will be voted for each proposed
nominee; (d) the name and residence address of the notifying shareholders; and
(e) the number of shares of capital stock owned by the notifying shareholder.
Nominations not made in accordance herewith may, in his discretion, be
disregarded by the chairman of the meeting, and upon his instructions, the
inspectors of election may disregard all votes cast for each such nominee.
5. NEWLY CREATED OR DECREASED DIRECTORSHIPS.
In the event of any increase or decrease in the authorized number of
directors (i) each director then serving as such shall nevertheless continue as
a director of the class of which he is a member until the expiration of his
current term, or his prior death, retirement, resignation or removal for cause,
(ii) the newly created or eliminated directorship resulting from such increase
or decrease shall be apportioned by the Board of Directors between the three
classes of directors so as to maintain such classes as nearly equal as possible,
and (iii) when the number of directors is increased by the board and any newly
created directorships are filled by the board, there shall be no classification
of the additional directors until the next annual meeting of stockholders.
6. REMOVAL OF DIRECTORS AND VACANCIES.
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a) Each director shall serve until his successor is elected and
qualified or until his death, retirement, resignation or removal for cause.
Should a vacancy occur or be created, whether arising through death, resignation
or removal for cause of a director or through an increase in the number of
directors of any class, such vacancy shall be filled by a majority vote of the
remaining directors of the class in which such vacancy occurs, or by the sole
remaining director of that class if only one such director remains, or by the
majority vote of the remaining directors of the other classes if there is no
remaining member of the class in which the vacancy occurs. A director so elected
to fill a vacancy shall serve until the next meeting of stockholders at which
the election of directors is in the regular order of business, and until his
successor has been duly elected and qualified.
b) Any director or the entire Board of Directors of the corporation may
be removed at any time, but only for cause. As used herein, "cause" shall mean
either (i) a felony conviction no longer subject to appeal; (ii) a final
adjudication of negligent or improper conduct in the performance of the
director's duty to the corporation; or (iii) a final order of removal from
office no longer subject to review, duly issued by the appropriate federal
banking agency.
7. RESIGNATION.
A director may resign at any time by giving written notice to the
board, the chairman, the president or the secretary of the corporation. Unless
otherwise specified in the notice, the resignation shall take effect upon
receipt thereof by the board or such officer, and the acceptance of the
resignation shall not be necessary to make it effective.
8. QUORUM OF DIRECTORS.
Unless otherwise provided in the certificate of incorporation, a
majority of the entire board shall constitute a quorum for the transaction of
business or of any specified item of business.
9. ACTION OF THE BOARD.
Unless otherwise required by law, the vote of a majority the directors
present at the time of the vote, if a quorum is present at such time, shall be
the act of the board. Each director present shall have one vote regardless of
the number shares, if any which he may hold.
10. PLACE AND TIME OF BOARD MEETINGS.
The board may hold its meetings at the office of the corporation or at
such other places, either within or without the State of New York, as it may
from time to time determine.
11. REGULAR ANNUAL MEETING.
A regular annual meeting of the board shall be on the day of the annual
meeting of shareholders or as soon thereafter as practicable.
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12. NOTICE OF MEETINGS OF THE BOARD, ADJOURNMENT.
a) Regular meetings of the board may be held without notice at such
time and place as it shall from time to time determine. Special meetings of the
board shall be held upon notice to the directors and may be called by the
chairman upon three days notice to each director either personally or by mail or
by wire; special meetings shall be called by the chairman or by the secretary in
a like manner on written request of two directors. Notice of a meeting need not
be given to any director who submits a waiver of notice whether before or after
the meeting or who attends the meeting without protesting prior thereto or at
its commencement, the lack of notice to him.
b) A majority of the directors present, whether or not a quorum is
present, may adjourn any meeting to another time and place. Notice of the
adjournment shall be given all directors who were absent at the time of the
adjournment and, unless such time and place are announced at the meeting, to the
other directors.
13. CHAIRMAN.
At all meetings of the board, the chairman, or in his absence, the
president, shall preside.
14. EXECUTIVE AND OTHER COMMITTEES.
Examining and Audit Committee. There shall be an Examining Committee
composed of not fewer than three independent Directors who are and were not also
employees nor officers of the company within the past twelve months, nor
beneficial owners of ten percent or more of the stock of the company within the
past year. They shall be appointed by the Board annually or more often. The
duties of the committee shall be described in the Audit Charter. The Committee
may, at its option, retain counsel independently of the Board of Directors.
(as amended November 22, 1993)
The board, by resolution adopted by a majority of the entire board, may
designate from among its members an executive committee and other committees,
each consisting of three or more directors. Each such committee shall serve at
the pleasure of the board.
15. COMPENSATION.
No compensation shall be paid to directors, as such, for their
services, but by resolution of the board a fixed sum and expenses for actual
attendance, at each regular or special meeting of the board may be authorized.
Nothing herein contained shall be construed to preclude any director from
serving the corporation in any other capacity and receiving compensation
therefor.
ARTICLE IV - OFFICERS
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1. OFFICES, ELECTION, TERM.
a) Unless otherwise provided for in the certificate of incorporation,
the board may elect or appoint a chairman, president, one or more
vice-presidents, a comptroller, a secretary and a treasurer, and such other
officers as it may determine, who shall have such duties, powers and functions
as hereinafter provided.
b) All officers shall be elected or appointed to hold office until the
meeting of the board following the annual meeting of shareholders.
c) Each officer shall hold office for the term for which he is elected
or appointed and until his successor has been elected or appointed and
qualified.
2. REMOVAL, RESIGNATION, SALARY, ETC.
a) Any officer elected or appointed by the board may be removed by the
board with or without cause.
b) In the event of the death, resignation or removal of an officer, the
board in its discretion may select or appoint a successor to fill the unexpired
term.
c) Any two or more offices may be held by the same person, except the
offices of chairman and secretary or president and secretary.
d) The salaries of all officers shall be fixed by the board.
e) The directors may require any officer to give security for the
faithful performance of his duties.
3. CHAIRMAN.
The chairman shall preside at all meetings of the shareholders and of
the board.
(as amended January 25, 1988)
4. PRESIDENT.
The Board of Directors shall appoint one of its members to be
President. In the absence of the chairman, he shall preside at any meeting of
the Board. The president shall be the chief executive officer and have general
executive and administrative powers. He shall manage the business of the
corporation and shall see that all orders and resolutions of the board are
carried into effect. He 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.
(as amended January 25, 1988)
5. VICE-PRESIDENTS.
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During the absence or disability of the president, the vice-president,
or if there are more than one, the executive vice-president, shall have all the
powers and functions of the president. Each vice-president shall perform such
other duties as the board shall prescribe.
6. SECRETARY.
The secretary shall:
a) attend all meetings of the board and of the shareholders;
b) record all votes and minutes of all proceedings in a book to be kept
for that purpose;
c) give or cause to be given notice of all meetings of shareholders and
of special meetings of the board;
d) keep in safe custody the seal of the corporation and affix it to any
instrument when authorized by the board;
e) when required, prepare or cause to be prepared and available at each
meeting of shareholders a certified list in alphabetical order of the
names of shareholders entitled to vote thereat, including the number of
shares of each respective class held by each;
f) keep all the documents and records of the corporation as required by
law or other wise in a proper and safe manner.
g) perform such other duties as may be prescribed by the board.
7. ASSISTANT-SECRETARIES.
During the absence or disability of the secretary, the
assistant-secretary, or if there are more than one, the one so designated by the
secretary or by the board, shall have all the powers and functions of the
secretary.
8. TREASURER.
The treasurer shall:
a) have the custody of the corporate funds and securities.
b) keep full and accurate accounts of receipts and disbursements
in the corporate books;
c) deposit all money and other valuables in the name and to the
credit of the corporation in such depositories as may be
designated by the board;
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d) disburse the funds of the corporation as may be ordered and
authorized by the board and preserve proper vouchers for such
disbursements;
e) render to the chairman, president and board at the regular
meetings of the board, or whenever they require it, an account
of all his transactions as treasurer and of the financial
condition of the corporation;
f) render a full financial report at the annual meeting of the
shareholders if so' requested,
g) be furnished by all corporate officers and agents at his
request with such reports and statements as he may require as
to all financial transactions of the corporation;
h) perform such other duties as are given to him by these by-laws
or as from time to time are assigned to him by the board or
the president.
9. ASSISTANT-TREASURER.
During the absence or disability of the treasurer, the
assistant-treasurer, or if there are more than one, the one so designated by the
secretary or by the board, shall have all the powers and functions of the
treasurer.
10. SURETIES AND BONDS.
In case the board shall so require, any officer or agent of the
corporation shall execute to the corporation a bond in such sum and with such
surety or sureties as the board may direct, conditioned upon the faithful
performance of his duties to the corporation and including responsibility for
negligence and for the accounting for all property, funds or securities of the
corporation which may come into his hands.
ARTICLE V - CERTIFICATES FOR SHARES
1. CERTIFICATES.
The shares of the corporation shall be represented by certificates.
They shall be numbered and entered in the books of the corporation as they are
issued. They shall exhibit the holder's name and the number of shares and shall
be signed by the chairman, president or a vice-president and the treasurer or
the secretary and shall bear the corporate seal.
2. LOST OR DESTROYED CERTIFICATES.
The board may direct a new certificate or certificates to be issued in
place of any certificate or certificates theretofore issued by the corporation,
alleged to have been lost or destroyed, upon the making of an affidavit of that
fact by the person claiming the certificate to be lost or destroyed. When
authorizing such issue of a new certificate or certificates, the
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board may, in its discretion and as a condition precedent to the issuance
thereof, require the owner of such lost or destroyed certificate or
certificates, or his legal representative, to advertise the same in such manner
as it shall require and/or give the corporation a bond in such sum and with such
surety or sureties as it may direct as indemnity against any claim that may be
made against the corporation with respect to the certificate alleged to have
been lost or destroyed.
3. TRANSFER OF SHARES.
a) Upon surrender to the corporation or the transfer agent of the
corporation of a certificate for shares duly endorsed or accompanied by proper
evidence of succession, assignment or authority to transfer, it shall be the
duty of the corporation to issue a new certificate to the person entitled
thereto, and cancel the old certificate; every such transfer shall be entered on
the transfer book of the corporation which shall be kept at its principal
office. No transfer shall be made within ten days next preceding the annual
meeting of shareholders.
b) The corporation shall be entitled to treat the holder of record of
any share as the holder in fact thereof and, accordingly, shall not be bound to
recognize any equitable or other claim to or interest in such share on the part
of any other person whether or not it shall have express or other notice
thereof, except as expressly provided by the laws of New York.
4. CLOSING TRANSFER BOOKS.
The board shall have the power to close the share transfer books of the
corporation for a period of not more than ten days during the thirty day period
immediately preceding (1) any shareholders' meeting, or (2) any date upon which
shareholders shall be called upon to or have a right to take action without a
meeting, or (3) any date fixed for the payment of a dividend or any other form
of distribution, and only those shareholders of record at the time the transfer
books are closed, shall be recognized as such for the purpose of (1) receiving
notice of or voting at such meeting, or (2) allowing them to take appropriate
action, or (3) entitling them to receive any dividend or other form of
distribution.
ARTICLE VI - DIVIDENDS
Subject to the provisions of the certificate of incorporation and to
applicable law, dividends on the outstanding shares of the corporation may be
declared in such amounts and at such time or times as the board may determine.
Before payment of any dividend, there may be set aside out of the net profits of
the corporation available for dividends such sum or sums as the board from time
to time in its absolute discretion deems proper as a reserve fund to meet
contingencies, or for equalizing dividends, or for repairing or maintaining any
property of the corporation, or for such other purpose as the board shall think
conducive to the interest of the corporation, and the board may modify or
abolish any such reserve.
ARTICLE VII - CORPORATE SEAL
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The seal of the corporation shall be circular in form and bear the name
of the corporation, the year of its organization and the words "Corporate Seal,
New York". The seal may be used by causing it to be impressed directly on the
instrument or writing to be sealed, or upon adhesive substance affixed thereto.
The seal on the certificates for shares or on any corporate obligation for the
payment of money shall be a facsimile, engraved or printed.
ARTICLE VIII - EXECUTION OF INSTRUMENTS
All corporate instruments and documents shall be signed or
countersigned, executed, verified or acknowledged by such officer or officers or
other person or persons as the board may from time to time designate.
ARTICLE IX - FISCAL YEAR
The fiscal year shall begin the first day of January in each year.
ARTICLE X - REFERENCES TO CERTIFICATE OF INCORPORATION
Reference to the certificate of incorporation in these by-laws shall
include all amendments thereto or changes thereof unless specifically excepted.
ARTICLE XI - INDEMNIFICATION OF OFFICERS AND DIRECTORS
Subject to conditions and qualifications set forth in the Business
Corporation Law of the State of New York, the corporation shall indemnify any
person, made a party to an action by or in the right of the corporation to
procure a judgment in its favor by reason of the fact that he (or she), his (or
her) testator or intestate, is or was a director or officer of the corporation,
against the reasonable expenses, including attorneys' fees, actually and
necessarily incurred by him in connection with the defense of such action, or in
connection with an appeal therein, except in relation to matters as to which
such director or officer is adjudged to have breached his duty to the
corporation, as such duty is defined in Section 717 or Section 715(h) of the
Business Corporation Law. Subject to the conditions and qualifications set forth
in the Business Corporation Law of the State of New York, the corporation shall
also indemnify any person, made, or threatened to be made, a party to an action
or proceeding other than one by or in the right of the corporation to procure a
judgment in its favor, whether civil or criminal, including an action by or in
the right of any other corporation, domestic or foreign, which he served in any
capacity at the request of the corporation by reason of the fact, that he (or
she), his (or her) testator or intestate was a director or officer of the
corporation or served it in any capacity against judgments, fines, amounts paid
in settlement, and reasonable expenses, including attorney's fees actually and
necessarily incurred as a result of such action or proceeding, or any appeal
therein, if such director or officer acted, in good faith, for a purpose which
he reasonably believed to be in the best interests of the corporation and, in
criminal actions or proceedings, in addition, had
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no reasonable cause to believe that his conduct was unlawful.
ARTICLE XII - BY-LAW CHANGES
AMENDMENT, REPEAL, ADOPTION, ELECTION OF DIRECTORS.
a) Except as otherwise provided in the certificate of incorporation the
by-laws may be amended, repealed or adopted by vote of the holders of the shares
at the time entitled to vote in the election of any directors. By-laws may also
be amended, repealed or adopted by the board but any by-law adopted by the board
may be amended by the shareholders entitled to vote thereon as hereinabove
provided.
b) If any by-law regulating an impending election of directors is
adopted, amended or repealed by the board, there shall be set forth in the
notice of the next meeting of shareholders for the election of directors the
by-law so adopted, amended or repealed, together with a concise statement of the
changes made.