EXHIBIT 3.3
NEW YORK COMMUNITY BANCORP, INC.
AMENDMENT TO BYLAWS
Adopted by the Board of Directors
on March 27, 2001
WHEREAS, the Board of Directors of New York Community Bancorp, Inc., a
Delaware corporation (the "Corporation"), at a meeting duly called and held on
March 27, 2001, has determined that it is desirable and in the best interests of
the Corporation and its stockholders to make amendments to the Bylaws of the
Corporation (the "Bylaws") in accordance with Article VIII of the Bylaws, such
amendments to the Bylaws become effective at the effective time of the Merger
contemplated in the Agreement and Plan of Merger, dated as of March 27, 2001, by
and between the Corporation and Richmond County Financial Corp.; and
WHEREAS, each member of the Board of Directors of the Corporation has
waived pursuant to Article VI, Section 2 of the Bylaws the two day prior notice
provision contained in Article VIII of the Bylaws for any amendment, alteration
or repeal of the Bylaws by a resolution of the Board of Directors for the
following amendments to the Bylaws.
NOW, THEREFORE, BE IT RESOLVED that the Board of Directors of the
Corporation, acting pursuant to Section 109 of the Delaware General Corporation
Law, hereby amends the Bylaws as follows, such amendments to the Bylaws to
become effective at the effective time of the Merger contemplated in the
Agreement and Plan of Merger, dated as of March 27, 2001, by and between the
Corporation and Richmond County Financial Corp.:
1. Section 5 of Article I of the Bylaws shall be deleted and replaced
with the following:
The Chairman of the Board of the Corporation, or, in his or her
absence or at his or her delegation, the Chief Executive Officer of
the Corporation shall call to order any meeting of the stockholders
and preside over the meeting (such person, the "Chairman of the
Meeting"). In the absence of the Secretary of the Corporation, the
secretary of the meeting shall be such person as the Chairman of the
Meeting appoints.
2. The first sentence of the first paragraph of Section 6(a) of
Article I of the Bylaws shall be deleted and replaced with the following:
The Chairman of the Meeting of any meeting of stockholders shall
determine the order of business and the procedures at the meeting,
including such regulation of the manner of voting and the conduct of
discussion as seem to him or her in order.
3. The last sentence of the first paragraph of Section 6(b) of
Article I of the Bylaws shall be deleted and replaced with the following:
The Chairman of the Meeting shall, if the facts so warrant,
determine and declare to the meeting that business was not properly
brought before the meeting in accordance with the provisions of this
Section 6(b) and, if he should so determine, he shall so declare to
the meeting and any such business so determined to be not properly
brought before the meeting shall not be transacted.
4. The last two sentences of Section 6(c) of Article I of the Bylaws
shall be deleted and replaced with the following:
No person shall be eligible for election by shareholders as a
director of the Corporation unless nominated by the Board of
Directors, nominated pursuant to Section 2(b) of Article II of these
Bylaws or nominated in accordance with the provisions of this Section
6(c) (the "Section 6(c) Provision"). The Chairman of the Meeting
shall, if the facts so warrant, determine that a nomination was not
made in accordance with the Section 6(c) Provision and, if he or she
shall so determine, he or she shall so declare to the meeting and the
defective nomination shall be disregarded.
5. The last two sentences of the second paragraph of Section 7 of
Article I of the Bylaws shall be deleted and replaced with the following:
If no inspector or alternate is able to act at a meeting of
stockholders, the Chairman of the Meeting shall appoint one or more
inspectors to act at the meeting. Each inspector, before entering
upon the discharge of his duties, shall take and sign an oath
faithfully to execute the duties of inspector with strict impartiality
and according to the best of his ability.
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6. The last sentence of paragraph 1 of Section 1 of Article II of the
Bylaws shall be deleted and replaced with the following:
The Board of Directors shall annually elect a Chairman of the
Board from among its members.
7. The following paragraph shall be added to the end of Section 2 of
Article II of the Bylaws as Section 2(b) and the first paragraph of Section
2 of Article II of the Bylaws shall be paragraph (a):
(b) Notwithstanding any other provision in these Bylaws, until
the annual meeting of shareholders of the Corporation in 2004, unless
two-thirds of all of the directors of the Corporation shall otherwise
determine, in the event that a director of the Corporation at the
effective time of the merger (the "Merger") of Richmond County
Financial Corp. into the Corporation pursuant to the Agreement and
Plan of Merger, dated as of March 27, 2001, by and between the
Corporation and Richmond County Financial Corp. (the "Merger
Agreement") that was a director of the Corporation prior to the
effective time of the Merger (an "East Director") or a director of the
Corporation at the effective time of the Merger that was formerly a
director of Richmond County Financial Corp. prior to the effective
time of the Merger (a "West Director"), or a director otherwise
elected or nominated by the East Directors or the West Directors as
set forth in this paragraph shall resign, no longer be able to serve
or not stand or be standing for reelection (for whatever reason), (i)
if such director shall be a East Director or a nominee of the East
Directors, then the East Directors and nominees of the East Directors
serving as directors shall have the exclusive right to nominate an
individual to fill such vacancy and the entire Board of Directors
shall either elect such person a director or, if appropriate, nominate
such person for election as a director by the shareholders and (ii) if
such director shall be a West Director or a nominee of the West
Directors, then the West Directors and nominees of the West Directors
serving as directors shall have the exclusive right to nominate an
individual to fill such vacancy and the entire Board of Directors
shall either elect such person a director or, if appropriate, nominate
such person for election as a director by the shareholders. This
paragraph may not be amended, altered or repealed by the Board of
Directors except pursuant to a resolution approved by two-thirds of
all of the directors of the Corporation.
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8. Section 4 of Article II of the Bylaws shall be deleted and
replaced with the following:
Special meetings of the Board of Directors may be called by one-
half (1/2) of the Directors then in office (rounded up to the nearest
whole number), or by the Chairman of the Board or the Chief Executive
Officer, and shall be held in such place, on such date, and at such
time as they, or he or she, shall fix. Notice of the place, date and
time of each such special meeting shall be given to each Director,
unless waived by such Director, by mailing written notice not less
than (5) days before the meeting or by telegraphing or telexing, or by
facsimile transmission of the same or by hand, not less than twenty-
four (24) hours before the meeting in the case of a meeting to be held
at a location within twenty-five (25) miles of the Corporation's
executive offices and not less than forty-eight (48) hours before the
meeting in the case of a meeting to be held at a location beyond
twenty-five (25) miles of the Corporation's executive offices. No
special meeting shall be held at a location beyond seventy-five (75)
miles of the Corporation's executive offices. Unless otherwise
indicated in the notice thereof, any and all business may be
transacted at a special meeting.
9. The first sentence of Section 7 of Article II of the Bylaws shall
be deleted and replaced with the following:
At any meeting of the Board of Directors, business shall be transacted
in such order and manner as the Chairman of the Board or, in his or her
absence or at his or her delegation, the Chief Executive Officer or the
Board of Directors may from time to time determine, and all matters shall
be determined by the vote of a majority of the Directors present, except as
otherwise provided herein or required by law.
10. Section 8 of Article II of the Bylaws shall be deleted and
Sections 9 and 10 of Article II shall be renumbered Sections 8 and 9.
11. The first sentence of Section 3 of Article III of the Bylaws
shall be deleted and replaced with the following:
The Board of Directors, by resolution adopted by a majority of
the Whole Board, shall appoint a Nominating Committee of the Board,
consisting of not less than (3) members of the Board of Directors, one
of whom shall be the Chairman of the Board and one of whom shall be
the Chief Executive Officer.
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12. The following sentence shall be added to the end of Section 3 of
Article III of the Bylaws:
The provisions of this Section 3 of Article III shall be subject
to the provisions of Section 2(b) of Article II.
13. The first sentence of Section 1(a) of Article IV of the Bylaws
shall be deleted and replaced with the following:
The Board of Directors, as soon as may be practicable after the
annual meeting of stockholders, shall choose a Chairman of the Board;
a Chief Executive Officer; a President; one or more Vice Presidents
(which may have the designation "Senior Executive", "Executive" or
"Senior" before "Vice President"); and a Secretary, and from time to
time may choose such other officers as it may deem proper.
14. The first sentence of Section 1(b) of Article IV of the Bylaws
shall be deleted and replaced with the following:
The term of office of all Officers shall be until such officers'
resignation or removal and any Officer may be removed from office at
any time by the affirmative vote of a majority of the authorized
number of Directors then constituting the Board of Directors. The
removal of Joseph R. Ficalora, as Chief Executive Officer and
President, or Michael F. Manzulli, as Chairman of the Board, from such
offices or any action to materially modify, amend or breach the
employment agreements of either of such persons, or terminate such
person's employment, shall require the affirmative vote of 75% of all
of the directors of the Corporation. This Section 1(b) of Article IV
of these Bylaws may not be amended, altered or repealed by the Board
of Directors except pursuant to a resolution adopted by 75% of all of
the directors of the Corporation.
15. Sections 2 and 3 of Article IV of the Bylaws shall be deleted and
replaced with the following and Sections 4, 5, 6 and 7 of Article IV shall
be renumbered Sections 5, 6, 7 and 8:
Section 2 Chairman of the Board of Directors.
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The Chairman of the Board shall, subject to the provisions of
these Bylaws and to the direction of the Board of Directors, serve in
a general executive capacity. The Chairman of the Board shall perform
all duties and
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have all powers which are delegated to him or her by the Board of
Directors.
Section 3 Chief Executive Officer and President.
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The Chief Executive Officer and President shall have general
responsibility for the management and control of the business and
affairs of the Corporation and shall perform all duties and have all
powers that are commonly incident to the office of Chief Executive
Officer and President or that are delegated to him or her by the Board
of Directors. The Chief Executive Officer and President shall have
power to sign all stock certificates, contracts and other instruments
of the Corporation that are authorized and shall have general
supervision of all of the other Officers (other than the Chairman of
the Board), employees and agents of the Corporation.
Section 4 Vice President.
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The Vice Presidents shall perform the duties and exercise the
powers usually incident to their respective offices and/or such other
duties and powers as may be properly assigned to them by the Board of
Directors. A Vice President or Vice Presidents may be designated as
"Senior Executive Vice President", "Executive Vice President" or
"Senior Vice President".
16. Section 1 of Article V of the Bylaws shall be deleted and
replaced with the following:
Each stockholder shall be entitled to a certificate signed by, or
in the name of the Corporation by, the Chairman of the Board or the
Chief Executive Officer, and by the Secretary or an Assistant
Secretary, or any Treasurer or Assistant Treasurer, certifying the
number of shares owned by him or her. Any or all of the signatures on
the certificate may be by facsimile.
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