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EXHIBIT 3(b)
BANK OF BOSTON CORPORATION
BY-LAWS
Revised to October 28, 1993
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BY-LAWS
OF
BANK OF BOSTON CORPORATION
TABLE OF CONTENTS
ARTICLE I
MEETINGS OF THE STOCKHOLDERS
PAGE
SECTION 1. Place of Meeting;Adjournment 1
SECTION 2. Annual Meeting 1
SECTION 3. Special Meetings 2
SECTION 4. Notices of Meetings 2
SECTION 5. Quorum 5
SECTION 6. Organization 5
SECTION 7. Voting by Stockholders; Proxies 6
SECTION 8. Inspectors 7
SECTION 9. Action without Meeting 7
ARTICLE II
BOARD OF DIRECTORS
SECTION 1. General Powers; Issue of Stock 8
SECTION 2. Number, Qualification, Election and
Term of Office 8
SECTION 3. Nominations for Director 9
SECTION 4. Quorum and Manner of Acting 11
SECTION 5. First Meeting 11
SECTION 6. Regular Meetings 12
SECTION 7. Special Meetings 12
SECTION 8. Notices of Meetings 12
SECTION 9. Organization of Meetings 13
SECTION 10. Order of Business. 13
SECTION 11. Action by Directors without a
Meeting 13
SECTION 12. Resignation 14
SECTION 13. Removal 14
SECTION 14. Vacancies 14
SECTION 15. Fees and Expenses of Directors 15
SECTION 16. Validity of Acts of Directors 15
SECTION 17. Transactions with the Corporation 15
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ARTICLE III
COMMITTEES
PAGE
SECTION 1. Executive Committee 16
SECTION 2. Audit Committee 18
SECTION 3. Compensation and Nominating Committee 19
SECTION 4. Community Investment Committee 20
SECTION 5. Other Committees 21
SECTION 6. Changes in Committee Membership;
Filling of Vacancies 21
SECTION 7. Records of Committee Action and Board
of Directors' Approval 21
SECTION 8. Committee Proceedings 22
SECTION 9. Action of Committees without a Meeting 22
SECTION 10. General Authority of Committees 23
ARTICLE IV
OFFICERS
SECTION 1. Titles and Qualifications 23
SECTION 2. Appointment and Terms of Office 23
SECTION 3. Duties; Fidelity Bond 24
SECTION 4. The Chairman of the Board 24
SECTION 5. The President 25
SECTION 6. The Vice Chairmen 25
SECTION 7. The Treasurer 25
SECTION 8. The Comptroller 26
SECTION 9. The Clerk and the Secretary of the
Board of Directors 26
SECTION 10. The General Auditor 27
SECTION 11. The Vice Presidents 27
SECTION 12. The Assistant Treasurers and
Assistant Clerks 27
SECTION 13. Resignation 27
SECTION 14. Vacancies 28
SECTION 15. Compensation of Officers, Employees
and Other Agents 28
SECTION 16. Designated Officer 28
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ARTICLE V
STOCK
PAGE
SECTION 1. Stock Certificates 28
SECTION 2. Transfer of Stock 29
SECTION 3. Transfer Agent and Registrar;
Regulations 30
SECTION 4. Lost, Mutilated or Destroyed
Certificates 30
SECTION 5. Record Date for Determination of
Stockholders Rights; Close of
Transfer Books 30
SECTION 6. Dividends 31
SECTION 7. Control Share Acquisitions 32
ARTICLE VI
GENERAL PROVISIONS
SECTION 1. Offices 32
SECTION 2. Seal 32
SECTION 3. Fiscal Year 32
SECTION 4. Annual Reports 32
SECTION 5. Execution of Instruments 33
SECTION 6. Voting of Securities 33
SECTION 7. Powers of Attorney 34
SECTION 8. Issue of Debt Securities and
Other Obligations 35
SECTION 9. Corporate Records 35
SECTION 10. Indemnification of Directors, Officers
and Others 35
ARTICLE VII
AMENDMENTS
SECTION 1. General 39
ARTICLE VIII
EMERGENCY BY-LAWS
SECTION 1. Effective Period 39
SECTION 2. Meetings of the Board of Directors 40
SECTION 3. Emergency Location of Head Office 40
SECTION 4. Preservation of Continuity of Management 40
SECTION 5. Immunity 40
SECTION 6. Amendment of Emergency By-Laws 40
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BANK OF BOSTON CORPORATION
BY-LAWS
ARTICLE I
MEETINGS OF THE STOCKHOLDERS
SECTION 1. Place of Meeting; Adjournment. Meetings of the
stockholders may be held at the main office of the corporation in the City of
Boston, County of Suffolk, Commonwealth of Massachusetts, or at such places
within or without the Commonwealth of Massachusetts as may be specified in the
notices of such meetings; provided, that, when any meeting is convened, the
presiding officer, if directed by the Board of Directors, may adjourn the
meeting for a period of time not to exceed 30 days if (a) no quorum is present
for the transaction of business or (b) the Board of Directors determines that
adjournment is necessary or appropriate to enable the stockholders (i) to
consider fully information which the Board of Directors determines has not been
made sufficiently or timely available to stockholders or (ii) otherwise to
exercise effectively their voting rights. The presiding officer in such event
shall announce the adjournment and date, time and place of reconvening and
shall cause notice thereof to be posted at the place of meeting designated in
the notice which was sent to the stockholders, and if such date is more than 10
days after the original date of the meeting the Clerk shall give notice thereof
in the manner provided in Section 4 of this Article I.
SECTION 2. Annual Meeting. The annual meeting of stockholders of
the corporation for the election of directors and the transaction of such other
business as may properly come before the meeting shall be held on such date and
at such time as shall be determined by the Board of Directors each year, which
date and time may subsequently be changed at any time, including the year any
such determination occurs.
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SECTION 3. Special Meetings. Except as provided in the Articles
of Organization with respect to the ability of holders of preferred stock to
call a special meeting in certain circumstances, special meetings of the
stockholders may be called by the President at the direction of the Chairman
of the Board or by a majority of the directors, and shall be called by the
Clerk, or in case of the death, absence, incapacity or refusal of the Clerk, by
any other officer upon the written application of stockholders who hold one
hundred percent in interest of the capital stock of the corporation entitled to
be voted at the proposed meeting. Such request shall state the purpose or
purposes of the proposed meeting and may designate the place, date and hour of
such meeting; provided, however, that no such request shall designate a date
not a full business day or an hour not within normal business hours as the date
or hour of such meeting.
As used in these By-Laws, the expression business day means a day
other than a day which, at a particular place, is a public holiday or a day
other than a day on which banking institutions at such place are allowed or
required, by law or otherwise, to remain closed.
SECTION 4. Notices of Meetings. A printed notice of the place,
date and hour and stating the purposes of each meeting of the stockholders
shall be given by the Clerk (or other person authorized by law or these
By-Laws) at least 10 days before the date fixed for the meeting to each
stockholder entitled to vote at such meeting, and to each other stockholder
who, under the Articles of Organization or these By-Laws, is entitled to such
notice, by leaving such notice with him or her at his or her residence or usual
place of business, or by mailing such notice by mail, postage prepaid and
addressed to such stockholder at his or her address as it appears in the
records of the corporation. Such further notice shall be given by publication
or otherwise, as may be required by law or as may be ordered by the Board of
Directors. No notice need be given to any stockholder if such stockholder, or
his or her authorized attorney, waives such notice by a writing executed before
or after the meeting and filed with the records of the meeting or by his or her
presence, in person or by proxy, at the meeting.
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It shall be the duty of every stockholder to furnish to the Clerk
of the corporation or to the transfer agent, if any, of the class of stock
owned by such stockholder, his or her post office address and to notify the
Clerk or the transfer agent of any change therein.
No business may be transacted at a meeting of the stockholders
except that (a) specified in the notice thereof given by or at the direction of
the Board of Directors or in a supplemental notice given by or at the direction
of the Board of Directors and otherwise in compliance with the provisions
hereof, (b) brought before the meeting by or at the direction of the Board of
Directors or the presiding officer or (c) properly brought before the meeting
by or on behalf of any stockholder who shall have been a stockholder of record
at the time of giving of notice by such stockholder provided for in this
paragraph and who shall continue to be entitled at the time of such meeting to
vote thereat and who complies with the notice procedures set forth in this
paragraph with respect to any business sought to be brought before the meeting
by or on behalf of such stockholder other than the election of directors and
with the notice provisions set forth in Section 3 of Article II with respect to
the election of directors. In addition to any other applicable requirements,
for business to be properly brought before a meeting by or on behalf of a
stockholder (other than a stockholder proposal included in the corporation's
proxy statement pursuant to Rule 14a-8 under the Securities Exchange Act of
1934, as amended (the "Exchange Act")), the stockholder must have given timely
notice thereof in writing to the Clerk of the corporation. In order to be
timely given, a stockholder's notice must be delivered to or mailed and
received at the principal executive offices of the corporation (a) not less
than 75 nor more than 125 days prior to the anniversary date of the immediately
preceding annual meeting of stockholders of the corporation or (b) in the case
of a special meeting or in the event that the annual meeting is called for a
date (including any change in a date determined by the Board pursuant to
Section 2 of this Article I) more than 75 days prior to such anniversary date,
notice by the stockholder to be timely given must be so received not later than
the close
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of business on the 20th day following the day on which notice of the date of
such meeting was mailed or public disclosure of the date of such meeting was
made, whichever first occurs. Such stockholder's notice to the Clerk shall set
forth as to each matter the stockholder proposes to bring before the meeting
(a) a brief description of the business desired to be brought before the
meeting and the reasons for conducting such business at the meeting, (b) the
name and record address of the stockholder proposing such business, (c) the
class and number of shares of capital stock of the corporation held of record,
owned beneficially and represented by proxy by such stockholder as of the
record date for the meeting (if such date shall then have been made publicly
available) and as of the date of such notice by the stockholder and (d) all
other information which would be required to be included in a proxy statement
or other filings required to be filed with the Securities and Exchange
Commission if, with respect to any such item of business, such stockholder
were a participant in a solicitation subject to Regulation 14A under the
Exchange Act (the "Proxy Rules"). In the event the proposed business to be
brought before the meeting by or on behalf of a stockholder relates or refers
to a proposal or transaction involving the stockholder or a third party which,
if it were to have been consummated at the time of the meeting, would have
required of such stockholder or third party or any of the affiliates of either
of them any prior notification to, filing with, or any orders or other action
by, any governmental authority, then any such notice to the Clerk shall be
accompanied by appropriate evidence of the making of all such notifications or
filings and the issuance of all such orders and the taking of all such actions
by all such governmental authorities.
Notwithstanding anything in these By-Laws to the contrary, no
business shall be conducted at any meeting except in accordance with the
procedures set forth in this Section 4; provided, however, that nothing in this
Section 4 shall be deemed to preclude discussion by any stockholder of any
business properly brought before such meeting.
The presiding officer of the meeting may, if the facts warrant,
determine and declare to the meeting that business
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was not properly brought before the meeting in accordance with the foregoing
procedures, and if he or she should so determine, he or she shall so declare to
the meeting and that business shall be disregarded.
SECTION 5. Quorum. At all meetings of the stockholders, the
holders of record of a majority in interest of all stock issued, outstanding
and entitled to vote thereat, or, if two or more classes of stock are issued,
outstanding and entitled to vote as separate classes, a majority in interest of
each class, present in person or represented by proxy, shall constitute a
quorum requisite for the transaction of business, except as otherwise provided
by law, by the Articles of Organization or by these By-Laws. Stock of the
corporation owned directly or indirectly by the corporaton, if any, other than
shares of stock held in a fiduciary capacity shall not be deemed outstanding
for this purpose. If a quorum is not present or represented at any meeting of
the stockholders, the stockholders present or represented and entitled to vote
thereat, present in person or represented by proxy, by a majority vote, shall
have the power to adjourn the meeting from time to time without notice other
than announcement at the meeting until the requisite amount of voting stock
shall be present or represented. At any adjourned meeting at which a quorum is
present or represented, any business may be transacted which might have been
transacted at the meeting as first convened had there been a quorum. The
stockholders present at a duly organized meeting may continue to transact
business until adjournment notwithstanding the withdrawal of one or more
stockholders or their proxy or proxies so as to leave less than a quorum
present or represented.
SECTION 6. Organization. At every meeting of the stockholders,
the Chairman of the Board or the President or, in their absence, a person
chosen by majority vote of the stockholders entitled to vote thereat, present
in person or represented by proxy, shall act as chairman; and the Clerk, or in
his or her absence, any Assistant Clerk, or in the absence of all such
officers, any person present appointed by the chairman shall act as secretary
of the meeting. The secretary of the meeting need not be sworn.
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SECTION 7. Voting by Stockholders; Proxies. Except as otherwise
provided by law or the Articles of Organization, at all meetings of
stockholders each stockholder shall have one vote for each share of stock
entitled to vote and registered in his or her name. Any stockholder may vote
in person or by proxy dated not more than six months prior to the meeting and
filed with the secretary of the meeting. Every proxy shall be in writing,
executed by a stockholder or his or her authorized attorney-in-fact, and dated.
A proxy need not be sealed, witnessed or acknowledged. A proxy with respect to
stock held in the name of two or more persons shall be valid if executed by any
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. No
proxy shall be valid after the final adjournment of the meeting.
The attendance at any meeting of a stockholder who has therefore
given a proxy shall not have the effect of revoking the same unless the
stockholder so attending shall, in writing, so notify the secretary of the
meeting at any time prior to the voting of the proxy.
The corporation shall not, directly, or indirectly, vote any of
its own stock other than shares of stock held in a fiduciary capacity. Any
shares disqualified from being voted shall not be counted in determining the
proportion of or the number of shares or votes required to pass or to vote upon
or to consent or assent to any matter.
Prior to each meeting of stockholders, the Clerk shall make or
cause to be made a full, true and complete list, in alphabetical order, of
stockholders entitled to notice of and to vote at the meeting showing the
number of shares of each class having voting rights held of record by each.
When a determination of stockholders entitled to vote at any meeting has been
made as provided by law, such determination shall apply to any adjournment of
such meeting, except when the determination has been made by the closing of the
transfer books and the stated period has expired.
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At all meetings of stockholders, all questions, except as
otherwise expressly provided by law or the Articles of Organization or these
By-Laws, shall be determined by a majority vote of the stockholders entitled to
vote thereon who are present in person or represented by proxy, or, if two or
more classes of stock are entitled to vote as separate classes, a majority vote
of the stockholders of each class, present in person or represented by proxy.
Except as otherwise expressly provided by law, the Articles of Organization or
these By-Laws, at all meetings of stockholders the voting shall be by show of
hands or voice vote, but any qualified voter may demand a stock vote, by shares
of stock, upon any question, whereupon such stock vote shall be taken by
ballot, each of which shall state the name of the stockholder voting and the
number of shares voted by him or her, and, if such ballot be cast by a proxy,
it shall also state the name of the proxy. All elections shall be decided by
plurality vote.
SECTION 8. Inspectors. At each meeting of the stockholders, the
polls shall be opened and closed by the proxies and ballots shall be received
and taken in charge by and all questions touching on the qualifications of
voters and the validity of proxies and the acceptance and rejection of votes
shall be decided by two inspectors. Such inspectors shall be appointed by the
Board of Directors before or at the meeting, or, if no such appointment shall
have been made, then by the presiding officer at the meeting. If for any
reason any inspector previously appointed shall fail to attend or refuse or be
unable to serve, an inspector in place of the one so failing to attend or
refusing or unable to serve shall be appointed, either by the Board of
Directors or by the presiding officer at the meeting. No director or candidate
for the office of director shall be appointed an inspector. The inspectors
shall file with the Clerk or other secretary of the meeting a certificate
setting forth the results of each vote taken by ballot at the meeting.
SECTION 9. Action without Meeting. Any action which may be taken
by stockholders may be taken without a meeting if all stockholders entitled to
vote on the matter consent to the action by a writing filed with the records of
the meetings of stockholders. Any such consent shall be
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treated for all purposes as a vote at a meeting and may be described as such in
any certificate or other document filed with or furnished to any public
official, governmental agency or other person having dealings with the
corporation.
ARTICLE II
BOARD OF DIRECTORS
SECTION 1. General Powers; Issue of Stock. The property and
business of the corporation shall be managed by the Board of Directors which
may exercise all powers of the corporation except such powers as are by law or
by the Articles of Organization or by these By-Laws conferred upon or reserved
to the stockholders. The Board of Directors and the Executive Committee shall
have power to issue and sell or otherwise dispose of such shares of the
corporation's authorized but unissued capital stock to such persons and at such
times and for such consideration and upon such terms as it shall determine from
time to time.
SECTION 2. Number, Qualification, Election and Term of Office.
The Board of Directors shall be composed of not less than three nor more than
thirty-five directors. Within the limits specified, the number of directors
shall be determined from time to time by vote of a majority of the entire
Board; provided, however, that no decrease in the number of directors
constituting the entire Board of Directors made pursuant to this Section 2
shall shorten the term of any incumbent director. The Board of Directors shall
be divided into three classes, as nearly equal in number as possible. The
Directors need not be stockholders. To be nominated to serve or to serve as a
director, an individual must be eligible to serve as a director both at the
time the Board of Directors votes to nominate such individual or receives
notice in accordance with Section 3 of this Article of a stockholder's intent
to nominate such individual and at the time of such election, and the
stockholder making such nomination (and any party on whose behalf or in concert
with whom such stockholder is acting) must be qualified at the time of making
such nomination to have such individual serve as the nominee of such
stockholder (and any party on whose behalf or in
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concert with whom such stockholder is acting) if such individual is elected.
At each annual meeting of stockholders, the successors to the class of
directors whose term expires at that meeting shall be elected to hold office
for a term continuing until the annual meeting held in the third year following
the year of their election and until their successors are duly elected and
qualified or until their earlier resignation, death or removal; provided, that
in the event of failure to hold such an annual meeting or to hold such election
at such meeting, the election of directors may be held at any special meeting
of the stockholders called for that purpose. Directors, except those appointed
by the Board of Directors to fill vacancies, shall be elected by a plurality
vote of the stockholders, voting by ballot either in person or by proxy. As
used in these By-Laws, the expression "entire Board" means the number of
directors in office at a particular time.
SECTION 3. Nominations for Director. Only persons who are
nominated in accordance with the following procedures shall be eligible for
election as directors, except as provided in the Articles of Organization with
respect to nominations by holders of preferred stock in certain circumstances.
Nominations of persons for election to the Board of Directors at the annual
meeting may be made at the annual meeting of stockholders (a) by the Board of
Directors or at the direction of the Board of Directors by any nominating
committee or person appointed by the Board or (b) by any stockholder of record
at the time of giving of notice provided for in this Section 3 and who shall
continue to be entitled at the time of the meeting to vote for the election of
directors at the meeting who complies with the notice procedures set forth in
this Section 3 rather than the notice procedures with respect to other business
set forth in Section 4 of Article I. Nominations by stockholders shall be made
only after timely notice by such stockholder in writing to the Clerk of the
corporation. In order to be timely given, a stockholder's notice shall be
delivered to or mailed and received at the principal executive offices of the
corporation not less than 75 nor more than 125 days prior to the anniversary
date of the immediately preceding annual meeting of stockholders of the
corporation; provided, however, that in
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the event that the meeting is called for a date, including any change in a date
determined by the Board pursuant to Section 2 of Article I, more than 75 days
prior to such anniversary date, notice by the stockholder to be timely given
must be so received not later than the close of business on the 20th day
following the day on which notice of the date of the meeting was mailed or
public disclosure of the date of the meeting was made, whichever first occurs.
Such stockholder's notice to the Clerk shall set forth (a) as to each person
whom the stockholder proposes to nominate for election or re-election as a
director, (i) the name, age, business address and residence address of the
person, (ii) the principal occupation or employment of the person, (iii) the
class and number of shares of capital stock of the corporation, if any, which
are beneficially owned by the person, (iv) any other information regarding the
nominee as would be required to be included in a proxy statement or other
filings required to be filed pursuant to the Proxy Rules, and (v) the consent
of each nominee to serve as a director of the corporation if so elected; and
(b) as to the stockholder giving the notice, (i) the name and record address of
the stockholder, (ii) the class and number of shares of capital stock of the
corporation which are beneficially owned by the stockholder as of the record
date for the meeting (if such date shall then have been made publicly
available) and as of the date of such notice, (iii) a representation that the
stockholder intends to appear in person or by proxy at the meeting to nominate
the person or persons specified in the notice, (iv) a representation that the
stockholder (and any party on whose behalf or in concert with whom such
stockholder is acting) is qualified at the time of giving such notice to have
such individual serve as the nominee of such stockholder (and any party on
whose behalf or in concert with whom such stockholder is acting) if such
individual is elected, accompanied by copies of any notification or filings
with, or orders or other actions by, any governmental authority which are
required in order for such stockholder (and any party on whose behalf such
stockholder is acting) to be so qualified, (v) a description of all
arrangements or understandings between such stockholder and each nominee and
any other person or persons (naming such person or persons) pursuant to which
the nomination or nominations are to be made by such stockholder and (vi) such
other
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information regarding such stockholder as would be required to be included in a
proxy statement or other filings required to be filed pursuant to the Proxy
Rules. The corporation may require any proposed nominee to furnish such other
information as may reasonably be required by the corporation to determine the
eligibility of such proposed nominee to serve as director. No person shall be
eligible for election as a director unless nominated in accordance with the
procedures set forth herein.
The presiding officer of the meeting may, if the facts warrant,
determine and declare to the meeting that a nomination was not made in
accordance with the foregoing procedures, and if he or she should so determine,
he or she shall so declare to the meeting and the defective nomination shall be
disregarded.
SECTION 4. Quorum and Manner of Acting. One-third of the
directors in office (but in no event fewer than two) shall constitute a quorum
for the transaction of business at any meeting and, except as otherwise
provided by law or these By-Laws, the act of a majority of the directors
present at any meeting at which a quorum is present shall be the act of the
Board of Directors. Directors shall be deemed present at a meeting when
present in person or by means of a conference telephone or similar
communications equipment by means of which all persons participating in the
meeting can hear each other at the same time. In the absence of a quorum, a
majority of the directors present, or if only two directors are present, either
director, or the sole director present, may adjourn any meeting to a day
certain or from time to time until a quorum is present. At any adjourned
meeting at which a quorum is present, any business may be transacted which
might have been transacted if the meeting had been held when originally called.
A director may not vote or otherwise act by proxy.
SECTION 5. First Meeting. The Board of Directors elected at any
annual meeting of stockholders shall meet at the Head Office of The First
National Bank of Boston in the City of Boston and Commonwealth of
Massachusetts, immediately after the final adjournment of such meeting or as
soon as practicable (but not more than 30 days) thereafter for purposes of
organization, the election of
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officers for the succeeding year and the transaction of other business. No
notice of such meeting need be given.
SECTION 6. Regular Meetings. Except for the first meeting of the
Board of Directors to be held immediately following the annual election of
directors, regular meetings of the Board of Directors shall be held on the
fourth Thursday in each month, except the month in which the annual election of
directors is held, at one o'clock in the afternoon in the directors' room at
the Head Office of The First National Bank of Boston in the City of Boston, or
at such other time or at such other place, or both, as shall be designated in
the notice of meeting given to the directors as provided in these By-Laws. If
the day designated for a regular meeting of the Board of Directors would not be
a business day (as defined in Section 3 of Article I of these By-Laws) at the
place where the meeting is to be held, then the meeting shall be held on such
other business day as the Board of Directors may have previously designated, or
if no such day shall have been designated, the meeting shall be held on the
first business day at such place preceding the date originally designated for
such meeting. Any regular meeting of the Board of Directors may be dispensed
with by an appropriate vote passed by the Board of Directors at any prior
meeting.
SECTION 7. Special Meetings. Special meetings of the Board of
Directors may be called by the Chairman of the Board or the President and shall
be called by the Clerk at the written request of three or more directors.
Special meetings of the Board of Directors may be held at such place and time
as may be designated in the call of the meeting.
SECTION 8. Notices of Meetings. Notice of the time and place of
each regular or special meeting of the Board of Directors shall be given to
each director at least 48 hours before such meeting if delivered personally or
sent by mail or at least 24 hours before such meeting if given by telephone,
telex, telegraph or other electronic means. Notice by mail shall be deemed to
be given when deposited in the post office or a letter box in postage-paid
sealed wrappers or when transmitted by telegraph or telex, and addressed
separately to each director at his or her address
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appearing on the records of the corporation. Notices of meetings of the Board
of Directors need not include a statement of the business to be transacted
thereat unless required by law or these By-Laws. No notice of any adjourned
meeting of the Board of Directors need be given other than by announcement at
the session of the meeting which is being adjourned. Failure to give any such
notice of any meeting, or any irregularity in the notice thereof, shall not
invalidate any proceedings taken thereat if a quorum is present and if all
absent directors, either before or after the meeting, shall sign a waiver of
notice or a consent to the holding of such meeting or an approval of the
minutes thereof. All such waivers, consents and approvals shall be filed with
the minutes of the meetings to which they relate.
SECTION 9. Organization of Meetings. At each meeting of the
Board of Directors, the Chairman of the Board or the President or, in their
absence, a director chosen by a majority of the directors present shall act as
chairman. The Clerk, or, in his or her absence, any person appointed by the
chairman, shall act as secretary of the meeting and keep minutes of the
proceedings. The secretary of the meeting need not be sworn.
SECTION 10. Order of Business. At all meetings of the Board of
Directors, business shall be transacted in the order determined by the chairman
of the meeting, subject to approval of the directors present thereat.
SECTION 11. Action by Directors without a Meeting. Unless
otherwise restricted by the Articles of Organization or these By-Laws, any
action required or permitted to be taken at any meeting of the Board of
Directors or of any committee thereof may be taken without a meeting, if a
written consent thereto is signed by all members of the Board of Directors or
of such committee, as the case may be, and such written consent is filed with
the minutes of proceedings of the Board of Directors or of such committee.
Any such consent shall be treated for all purposes as a vote duly adopted by
the Board of Directors or such committee at a meeting and may be described as
such in any certificate or other document filed with or furnished to
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any public official, governmental agency or other person having dealings with
the corporation.
SECTION 12. Resignation. Any director may resign at any time by
giving written notice of his or her resignation to the Chairman of the Board or
the President or the Clerk. Such resignation shall take effect upon its
receipt or at any later date specified therein; and unless otherwise specified
therein, the acceptance of such resignation shall not be necessary to make it
effective.
SECTION 13. Removal. A director may be removed by the
affirmative vote of a majority of the shares outstanding and entitled to vote
in the election of directors only for cause. A director may be removed for
cause only after reasonable notice and opportunity to be heard before the
stockholders. For such time as the corporation is subject to paragraph (a) of
Section 50A of Chapter 156B of the Massachusetts General Laws, "cause" with
respect to the removal of any director by the stockholders shall mean only (a)
conviction of a felony, (b) declaration of unsound mind by order of court, (c)
gross dereliction of duty, (d) commission of an action involving moral
turpitude, or (e) commission of an action which constitutes intentional
misconduct or a knowing violation of law if such action in either event results
both in an improper substantial personal benefit and a material injury to the
corporation.
If at any time the corporation shall no longer be subject to
paragraph (a) of Section 50A of Chapter 156B of the Massachusetts General Laws,
(a) a director may be removed from office with or without cause by the vote of
the holders of a majority of the shares entitled to vote in the election of
directors and may be removed from office with cause by vote of a majority of
the directors then in office, and (b) a director may be removed for cause only
after reasonable notice and opportunity to be heard before the body proposing
to remove him or her.
SECTION 14. Vacancies. The Board of Directors may act
notwithstanding a vacancy or vacancies in its membership; but if the office of
any director shall become vacant by reason of an increase in size of the Board
of
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Directors, or the death, resignation, disqualification or removal of a director
or otherwise, such vacancy or vacancies shall be filled solely by the
affirmative vote of a majority of the remaining directors then in office, even
though less than a quorum. Any director elected in accordance with this
Section 14 shall hold office for the remainder of the full term of the class of
directors in which the vacancy occurred or the new directorship was created and
until his or her successor shall have been elected and qualified or until his
or her earlier resignation, death or removal.
SECTION 15. Fees and Expenses of Directors. Each director who is
not an officer or employee of the corporation or any of its affiliates may be
paid such fees for his or her services and for attendance at meetings of the
Board of Directors or of any committee thereof as the Board of Directors may
determine from time to time to be appropriate. Such fees may be payable
currently or on a deferred basis. In addition, each such director shall be
entitled to reimbursement for reasonable expenses incurred by him or her in
order to attend meetings of the Board of Directors and committees thereof or
otherwise in connection with the performance of his or her duties as a
director.
SECTION 16. Validity of Acts of Directors. All action taken by
any meeting of the Board of Directors or of a committee of the directors or by
any person acting as a director shall, notwithstanding that it shall afterwards
be discovered that there was some defect in the election or appointment or
continuance in office of any such director or person acting as a director, or
that they or any of them were disqualified, or had vacated office, or were not
entitled to vote in relation to the matter acted upon, be as valid as if such
person had been duly elected or appointed, had continued in office and was
qualified to be a director and entitled to vote on such matter.
SECTION 17. Transactions with the Corporation. No contract or
other transaction between the corporation and one or more of its directors or
between the corporation or any other corporation, partnership, voluntary
association, trust or other organization of which any of its directors is a
director or officer or in which he or she has any
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financial interest shall be void or voidable for this reason or because any
such director is present at or participates in the meeting of the Board of
Directors or of the committee thereof which authorizes the contract or
transactions or because his or her vote is counted for such purpose (a) if the
material facts as to the contract or transaction and as to his or her
relationship or interest are disclosed to the Board of Directors or such
committee and the Board of Directors or such committee in good faith
authorizes the contract or transaction by the affirmative votes of a majority
of disinterested directors even though the disinterested directors be less than
a quorum or (b) if the material facts as to the contract or transaction and as
to his or her relationship or interest are disclosed or are known to the
shareholders entitled to vote thereon and the contract or transaction is
specifically approved in good faith by vote of the shareholders or (c) if the
contract or transaction is fair and reasonable as to the corporation as of the
time it is authorized, approved or ratified by the Board of Directors, such
committee or the shareholders. Common or interested directors may be counted
in determining the presence of a quorum at a meeting of the Board of Directors
or of a committee thereof which authorizes the contract or transaction.
ARTICLE III
COMMITTEES
SECTION 1. Executive Committee. There shall be an Executive
Committee composed of the Chairman of the Board, the President and such number
of other directors, not less than five nor more than seven, as the Board of
Directors may appoint from time to time by resolution passed by the vote of a
majority of the entire Board. The Board of Directors may also, from time to
time, by similar resolution, appoint one or more alternate members of the
Executive Committee who may attend and act in the place of any absent or
disqualified member or members of the Executive Committee at any meeting
thereof. Subject to the provisions of Section 6 of this Article III, the term
of office of any appointed member or alternate member of the Executive
Committee shall expire on the date specified in the resolution of appointment
or any earlier date on which he or she ceases to be a director. Any director
who has
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served as a member or alternate member of the Executive Committee shall be
eligible for reappointment to a new term of office.
During the intervals between meetings of the Board of Directors,
the Executive Committee, unless expressly provided otherwise by law or these
By-Laws, shall have and may exercise all the authority of the Board of
Directors, except that it shall not be entitled to
(i) change the principal office of the corporation;
(ii) amend or repeal these By-Laws or to adopt new by-laws;
(iii) elect officers required by law to be elected by the
stockholders or directors or to fill vacancies in any such offices;
(iv) change the number of the Board of Directors or to fill
vacancies in the Board of Directors;
(v) remove officers or directors from office;
(vi) fix the remuneration of any director for serving on the Board
of Directors or any Committee thereof or for services to the corporation
in any other capacity;
(vii) authorize the payment of any dividend or distribution to
stockholders;
(viii) authorize the reacquisition for value of stock of the
corporation; or
(ix) authorize a merger of a subsidiary entity into the
corporation.
The action taken by the Executive Committee at each meeting shall
be reported to the Board of Directors and shall be subject to alteration or
repeal by the latter, provided that no alteration or repeal by the Board of
Directors of action taken by the Executive Committee shall prejudice the rights
or acts of any third person.
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The Executive Committee shall hold meetings at such times and
places and upon such notice as it may from time to time determine. Other
meetings of the Executive Committee may be called at any time by the Chairman
of the Board or by the President or by any three members of the Executive
Committee or by the Secretary of the Board of Directors at the written request
of the person or persons entitled to call such a meeting.
SECTION 2. Audit Committee. There shall be an Audit Committee
composed of such number of directors (not less than three) as the Board of
Directors, by resolution passed by the vote of a majority of the entire Board
may appoint, none of whom shall be an employee of the corporation.
The duties of the Audit Committee shall be
(a) to recommend to the Board of Directors for approval by the
stockholders the appointment of a firm of independent public accountants
("the Auditors") to audit the accounts of the corporation and such of its
subsidiaries as the Committee may recommend for the financial year in
respect of which such appointment is made;
(b) to make, or cause to be made by the Auditors, such
examinations or audits of the affairs and operations of the corporation or
of any one or more of its subsidiaries, of such scope, with such objects,
and at such times or intervals as the Committee may determine in its
discretion or as may be ordered by the Board of Directors or the Executive
Committee;
(c) to submit to the Board of Directors as soon as may be
convenient following the conclusion of each examination or audit made by or
at the direction of the Committee, a written report relative thereto; and
(d) to oversee the activities of the General Auditor and his or
her staff. The Committee shall also be responsible for conducting periodic
performance evaluations and establishing the compensation of the General
Auditor.
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A notation with respect to each report made to the Board of
Directors by the Audit Committee and of the action taken thereon by the Board
of Directors shall be made in the minutes of the latter.
SECTION 3. Compensation and Nominating Committee. There shall be
a Compensation and Nominating Committee composed of such number of directors
(not less than three nor more than six) as the Board of Directors, by
resolution passed by vote of a majority of the entire Board, may appoint, none
of whom shall be an employee of the corporation. The Chairman of the Board and
the President shall serve as ex officio members of the Committee solely when it
is acting in its capacity as a nominating committee pursuant to subparagraphs
(e) and (f). The Chairman of the Board and the President shall not be deemed
to be members of the Committee when it is acting with respect to compensation
matters pursuant to subparagraphs (a) through (d).
No person who serves as a member of the Compensation and
Nominating Committee when it acts with respect to compensation matters shall be
eligible for an award of bonus under any bonus plan or incentive plan or
otherwise or for the grant of an option of contingent credit under any stock
option plan or stock bonus plan.
The duties of the Compensation and Nominating Committee shall be
(a) after considering the recommendations of the Chairman of the
Board, to make recommendations to the Board of Directors from time to time
as to the salaries of all employees of the corporation who are in positions
or at salary levels designated from time to time by the Board of Directors
on the recommendation of the Committee;
(b) to review the salary programs and other benefit plans or
arrangements affecting directors or employees of the corporation (except
any such program, plan or arrangement imposed upon the corporaton by law),
to discharge any other responsibility placed upon the
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Committee by any such benefit plans or arrangements or specifically
delegated by the Board of Directors to the Committee and from time to time
to present to the Board of Directors the views of the Committee with
respect to proposed changes in any such program, plan or other arrangement,
which shall have been brought to their attention by management;
(c) to make, or cause to be made, such special studies and reports
pertaining to the corporation's compensation policies and practices as may
be requested of the Committee from time to time by the Board of Directors;
(d) to execute as it sees fit from time to time the powers and to
discharge the duties vested in it from time to time by the terms of any
pension or other benefit plan or arrangement affecting directors or
employees of the corporation;
(e) to consider and recommend to the Board of Directors candidates
for appointment or election as directors who are proposed to it by the
Chairman of the Board, by any other officer of the corporation, or any
director or stockholder; and
(f) to perform such functions as may be assigned to it from time
to time by the Board of Directors.
SECTION 4. Community Investment Committee. The Board of
Directors may from time to time appoint a Community Investment Committee
composed of not less than three nor more than five directors.
The duties of the Committee shall be from time to time to review
and evaluate the policies established by the corporation's subsidiary banks
relating to the discharge by the subsidiary banks of their responsibilities
under the Community Reinvestment Act of 1977, as amended (Section 2901 et seq.
of Title 12 of the United States Code) and regulations thereunder, or any other
applicable Federal or state law or regulations thereunder relating to
substantially the same subject as the Community Reinvestment Act of 1977, as
amended, and oversee the
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implementation of such policies by the corporation's subsidiary banks and make
reports to the Board of Directors from time to time of its findings and
recommendations.
SECTION 5. Other Committees. The Board of Directors may, from
time to time, by resolution passed by the vote of a majority of the entire
Board, constitute such other standing or special committees as it deems
desirable and may dissolve any such committee by like resolution at its
pleasure. Each such committee shall have such authority and perform such
duties not inconsistent with law and these By-Laws as may be assigned to it by
the Board of Directors. Vacancies in any such committee shall be filled by
resolution passed by the vote of a majority of the entire Board. No such
committee shall be granted or shall exercise any authority which shall have
been delegated to another committee by these By-Laws or by resolution of the
Board of Directors or which, in the absence of such delegation, could not be
exercised by the Executive Committee.
SECTION 6. Changes in Committee Membership; Filling of Vacancies.
The Board of Directors by resolution passed by a vote of the majority of the
entire Board may at any time or from time to time
(a) increase or reduce the number of members of any committee,
within any applicable limits imposed by these By-Laws,
(b) remove any member from any committee,
(c) appoint a director to fill a vacancy in, or to be an
additional member of, any committee, and
(d) discharge any committee except a standing committee
established pursuant to this Article III.
SECTION 7. Records of Committee Action and Board of Directors'
Approval. Each committee appointed by the Board of Directors shall keep a
record of its acts and proceedings which shall be open for inspection at any
time by any director. Such record shall be submitted to the Board of Directors
at such time or times as may be required
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by these By-Laws or as may be requested by the Board of Directors. Failure to
submit such record, or failure of the Board of Directors to approve any action
indicated therein shall not invalidate any action otherwise lawful, to the
extent that it has been carried out by the corporation prior to the time the
record of such action was, or should have been, submitted to the Board of
Directors as herein provided. The action of the Board of Directors at any
meeting with respect to action taken by any standing committee shall be
recorded in the minutes of the meeting.
SECTION 8. Committee Proceedings. In the absence of specific
provisions in these By-Laws or regulations imposed by the Board of Directors, a
committee may meet and adjourn and otherwise regulate its meetings as it thinks
fit. A committee may appoint a chairman of its meetings if none has been
appointed by the Board of Directors or is designated elsewhere in this Article
III. If no such chairman has been appointed, or if at any meeting the chairman
is not present within five minutes after the time appointed for the holding of
the meeting, the members present may choose one of their number to be chairman
of the meeting. A quorum for the transaction of business at any meeting of a
committee shall be a majority of the fixed number of members thereof for the
time being (whether or not any seat is vacant) unless a different rule shall
have been adopted by a resolution passed by the vote of a majority of the Board
of Directors. A resolution passed by the vote of a majority of the members
present at the time of voting if a quorum is present shall be the act of the
committee. In the case of an equality of votes the Chairman shall have a
second or casting vote. A committee cannot sub-delegate any of its powers or
duties within its membership or to any other person or persons unless
authorized to do so by the Board of Directors or these By-Laws. Committee
members cannot vote by proxy.
SECTION 9. Action of Committees without a Meeting. Any action
required or permitted to be taken by a committee of the Board of Directors may
be taken without a meeting if all members of the committee consent thereto in
writing either before or after the action is taken and the writing or writings
evidencing such consent are filed with the
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minutes of proceedings of such committee. For all purposes of these By-Laws,
any such consent shall constitute a resolution duly passed by such committee.
SECTION 10. General Authority of Committees. Any committee
appointed by the Board of Directors pursuant to this Article III shall be at
liberty
(a) to meet and confer with employees of the corporation and its
subsidiaries on all matters relating to the work of the committee which
fall within the purview of such employees and to be informed by any of them
as to the policies, practices, and controls of the division or department
of the corporation or of the subsidiary of the corporation to which he or
she is assigned;
(b) to examine all reports which are relevant to the work of the
committee (i) made by the corporation or any of its subsidiaries to
regulatory authorities and (ii) of examinations of the corporation or any
of its subsidiaries made by regulatory authorities.
ARTICLE IV
OFFICERS
SECTION 1. Titles and Qualifications. The officers of the
corporation shall be a Chairman of the Board, a President, a Treasurer, a
Comptroller, a Clerk, a General Auditor, one or more Executive Vice Presidents
and such other officers including one or more Vice Chairmen as may be appointed
from time to time in accordance with these By-Laws. Except as otherwise
provided by law, the duties of any two officers may be discharged by the same
person, but the President shall not serve at the same time as Treasurer,
Comptroller, or Clerk. The Chairman of the Board and the President must be
directors.
SECTION 2. Appointment and Terms of Office. The Chairman of the
Board, the President, any Vice Chairman, any Vice President, the Treasurer, the
Comptroller, the
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Clerk and the General Auditor shall be chosen by a majority vote of the entire
Board at the first meeting of the Board of Directors following each annual
meeting of stockholders (or special meeting of stockholders in lieu of such
annual meeting) or by the Board of Directors from time to time and each shall
hold office until the following first meeting of the Board of Directors and
until his or her successor is chosen and qualifies, unless he or she sooner
resigns, retires, dies, is removed or becomes disqualified. Other officers may
be appointed from time to time by the Board of Directors, the Chairman of the
Board or the President. Each other officer shall have such title, exercise
such power and perform such duties and hold office for such term as shall be
determined by the Board of Directors, the Chairman of the Board or the
President, as the case may be.
SECTION 3. Duties; Fidelity Bond. The duties and authority of
each officer of the corporation, other than as set forth in these By-Laws,
shall be prescribed and may be varied from time to time by the Board of
Directors, the Chairman of the Board or the President, as the case may be. The
Board of Directors shall provide for such bond and fidelity insurance covering
the officers of the corporation and for the faithful and honest discharge of
their duties as the Board may determine. Such bonds or insurance may be in
individual, schedule or blanket form and the premiums therefor shall be paid by
the corporation.
SECTION 4. The Chairman of the Board. The Chairman of the Board
shall be the Chief Executive Officer of the corporation and shall have the
general control and management of the business and affairs of the corporation.
When present, he or she shall preside at all meetings of the Board of Directors
and of stockholders. He or she shall have such powers and duties as usually
are incident to the Office of Chief Executive Officer and shall perform such
other duties as may be imposed on him or her by law, the Articles of
Organization and these By-Laws, or as may be assigned to him or her by the
Board of Directors. The Chairman of the Board shall be a member of the
Executive Committee. A vacancy occurring in the office of the Chairman of the
Board shall be filled promptly by the Board of Directors.
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SECTION 5. The President. The President shall be the Chief
Operating Officer of the corporation and shall have the general control and
management of the operations of the corporation. In the absence of the
Chairman of the Board, the President shall preside at all meetings of the Board
of Directors and the stockholders. The President shall be subject to the
direction of the Board of Directors and of the Chairman of the Board under
whose direct supervision he or she shall be. The President shall perform such
duties as may be imposed on him or her by law, the Articles of Organization and
these By-Laws or as may be assigned to him or her by the Board of Directors or
the Chairman of the Board. He or she shall have such powers and duties as are
usually incident to the Office of President and Chief Operating Officer. The
President shall be a member of the Executive Committee. A vacancy occurring in
the office of the President shall be filled promptly by the Board of Directors.
SECTION 6. The Vice Chairmen. Each Vice Chairman shall perform
the duties imposed upon him or her by these By-Laws or assigned to him or her
by the Board of Directors, the Chairman of the Board or the President. The
Vice Chairmen shall be senior in rank to the Executive Vice Presidents and all
other Vice Presidents including Senior Vice Presidents. A vacancy occurring in
an office of a Vice Chairman may be filled by the Board of Directors.
SECTION 7. The Treasurer. The Treasurer shall have custody and
control over all funds and securities of the corporation, maintain full and
adequate accounts of all moneys received and paid by him or her on account of
the corporation and, subject to the control of the Board of Directors shall
discharge all duties incident to the office of Treasurer. The Treasurer shall
have authority, in connection with the normal business of the corporation, to
sign or endorse negotiable instruments, contracts, leases and other documents.
The Treasurer shall render an account of his or her transactions to the Board
of Directors whenever and as often as may be requested. A vacancy in the
office of Treasurer shall be filled promptly by the Board of Directors.
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SECTION 8. The Comptroller. The Comptroller shall be the chief
accounting officer of the corporation. He or she shall establish accounting
policy for the corporation, maintain complete and accurate books and records
concerning its financial transactions, prepare its financial statements and,
subject to the control of the Board of Directors, discharge all duties incident
to the office of the Comptroller. The Comptroller shall have authority, in
connection with the normal business of the corporation, to sign or endorse
negotiable instruments, contracts, leases and other documents. A vacancy in
the office of Comptroller shall be filed promptly by the Board of Directors.
SECTION 9. The Clerk and the Secretary of the Board of Directors.
The Clerk shall be the principal recording officer of the corporation. He or
she shall be the Secretary of the Board of Directors and of the Executive
Committee and of the Audit Committee. He or she shall attend and keep minutes
of all proceedings at meetings of the stockholders, the Board of Directors, the
Executive Committee and of each committee appointed by the Board of Directors
which shall not have appointed any other person to serve as its secretary. The
Clerk shall have charge of the corporate seal, minute books of the corporation
and of such other corporate records, books and papers as the Board of Directors
or the Executive Committee may order to be kept in his or her custody or under
his or her control. The Clerk shall have authority to affix the seal of the
corporation to all instruments executed under seal and to attest thereto. As
required by law, these By-Laws or the Board of Directors, the Clerk shall give
or cause to be given notice to the stockholders of each annual and special
meeting and to the directors of each regular and special meeting of the Board
of Directors except the first meeting after their election in each year; and
the Clerk shall perform such other duties as may be imposed upon him or her by
law, these By-Laws, the Board of Directors, the Audit Committee or the Chairman
of the Board, under whose direct supervision he or she shall be. The Clerk
shall be a resident of the Commonwealth of Massachusetts unless a resident
agent has been appointed by the corporation pursuant to law to accept service
of process. A vacancy in
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the office of Clerk shall be filled promptly by the Board of Directors.
SECTION 10. The General Auditor. The General Auditor shall
direct the internal audit activities of the corporation and shall provide the
Audit Committee with objective and timely information to aid in measuring and
evaluating the operations of the corporation. In the conduct of this
responsibility, the General Auditor shall perform such duties as may be imposed
upon him or her by these By-Laws, the Board of Directors and the Audit
Committee. To assure the professional independence of the General Auditor, he
or she shall report directly and solely to the Audit Committee. For purposes
of internal administration, the General Auditor shall report to a senior
officer of the corporation other than the Chairman of the Board or the
President. A vacancy occurring in the office of the General Auditor shall be
filled promptly by the Board of Directors.
SECTION 11. The Vice Presidents. Each Vice President shall
perform the duties imposed upon him or her by these By- Laws or assigned to him
or her by the Board of Directors, the Chairman of the Board or the President.
The Executive Vice President shall be senior in rank to all other Vice
Presidents including Senior Vice Presidents. A vacancy occurring in an office
of a Vice President may be filled by the Board of Directors.
SECTION 12. The Assistant Treasurers and Assistant Clerks. Each
Assistant Treasurer shall perform such duties as may be assigned to him or her
by the Board of Directors, the Chairman of the Board, the President or the
Treasurer. Each Assistant Clerk shall perform such duties as may be assigned
to him or her by the Board of Directors, the Chairman of the Board, the
President or the Clerk, and shall have the authority to affix the seal of the
corporation to all instruments executed under seal and to attest thereto.
SECTION 13. Resignation. Any officer may resign at any time by
giving written notice to the Chairman of the Board, the President or the
Clerk. The resignation of any officer shall take effect upon its receipt or on
any later
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date specified therein; and unless otherwise specified therein, the acceptance
of such resignation shall not be required to make it effective.
SECTION 14. Vacancies. Except for those offices to be filled by
the Board of Directors, the Chairman of the Board or the President may fill any
vacancy occurring in any office by reason of death, resignation, retirement or
other cause and may, in its discretion, leave offices unfilled for such period
as it may determine.
SECTION 15. Compensation of Officers, Employees and Other Agents.
The Board of Directors shall have power to fix, and to vary from time to time,
the compensation of all officers, employees and other agents of the corporation
for their services as such.
SECTION 16. Designated Officer. The term designated officer of
the corporation, whenever it appears in a resolution or vote of the Board of
Directors of the corporation shall refer to any one of the Chairman of the
Board, the President, any Vice Chairman, the Treasurer, an Assistant Treasurer,
the Comptroller, any Vice President of whatever rank, the Clerk, an Assistant
Clerk, the Secretary of the Board of Directors, the Executive Counsel, the
General Counsel and the General Auditor unless the resolution or vote of the
Board of Directors otherwise provides.
ARTICLE V
STOCK
SECTION 1. Stock Certificates. Each stockholder shall be
entitled to a certificate or certificates of stock of the corporation in such
form as the Board of Directors may from time to time prescribe. Each
certificate shall be numbered and entered in the books of the corporation as it
is issued, shall state the holder's name and the number and the class and the
designation of the series, if any, of his or her shares, shall be signed by the
Chairman, the President or a Vice President and by the Treasurer or an
Assistant Treasurer and may, but need not, be sealed with
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the seal of the corporation. If any stock certificate is signed by a transfer
agent, or by a registrar, other than a director, officer or employee of the
corporation, the signatures of the officers of the corporation may be
facsimiles. In case any officer who has signed or whose facsimile signature
has been placed on any certificate shall have ceased to be such officer before
such certificate is issued, it may nevertheless be issued by the corporation
and delivered with the same effect as if he or she were such officer at the
time of issue. Every certificate of stock which is subject to any restriction
on transfer pursuant to the Articles of Organization, these By-Laws or any
agreement to which the corporation is a party, or which is issued while the
corporation is authorized to issue more than one class or series of stock,
shall have the restriction noted conspicuously on the certificate and shall
also set forth on the face or back the full text of the restriction or the
preferences, voting powers, qualifications and special or relative rights of
each class or series or, alternatively, a statement of the existence of such
restriction and such preferences, powers, qualifications and rights and a
statement that the corporation will furnish a copy of the restriction and such
preferences, powers, qualifications and rights to the holder of such
certificate upon written request and without charge.
SECTION 2. Transfer of Stock. Subject to any applicable transfer
restrictions at the time in force, shares of stock of the corporation shall be
transferable upon its books by the holders thereof in person or by their duly
authorized attorneys or legal representatives. Such transfer shall be effected
by delivery of the old certificate, together with a duly executed assignment
and power to transfer endorsed thereon or attached thereto and with such proof
of the authenticity of the signature and such proof of authority to make the
transfer as the corporation or its agents may reasonably require, to the person
in charge of the stock and transfer books and ledgers or to such other person
as the Board of Directors may designate, who shall thereupon cancel the old
certificate and issue a new certificate. The corporation may treat the holder
of record of any share or shares of stock as the owner of such stock, and shall
not be bound to
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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, or otherwise, save as expressly provided by law.
SECTION 3. Transfer Agent and Registrar; Regulations. The
corporation shall, if and whenever the Board of Directors shall so determine,
maintain one or more transfer offices or agencies, each in charge of a transfer
agent designated by the Board of Directors at which the shares of the capital
stock of the corporation shall be transferable, and also one or more registry
offices, each in charge of a registrar designated by the Board of Directors,
where such shares of stock shall be registered, and no certificate for shares
of the capital stock of the corporation in respect of which a registrar and
transfer agent shall have been designated, shall be valid unless countersigned
by such transfer agent and registered by such registrar. The Board of
Directors may also make such additional rules and regulations as it may deem
expedient concerning the issue, transfer and registration of certificates for
shares of the capital stock of the corporation.
SECTION 4. Lost, Mutilated or Destroyed Certificates. No
certificate for shares of stock of the corporation shall be issued in place of
any certificate alleged to have been lost, mutilated or destroyed, except upon
production of such evidence of the loss, mutilation or destruction and upon
indemnification of the corporation and its agents to such extent and in such
manner as the Board of Directors may prescribe and as permitted by law.
SECTION 5. Record Date for Determination of Stockholders' Rights;
Close of Transfer Books. The Board of Directors may fix in advance a date, not
exceeding 60 days preceding the date of any meeting of stockholders, or the
date fixed for the payment of any dividend, or the making of any other
distribution to stockholders, or the date for the allotment of rights, or the
date when any change or conversion or exchange of capital stock shall go into
effect, or the last day on which the consent or dissent of stockholders may be
effectively expressed for any purpose, as the record date for the determination
of the stockholders entitled to notice of, and to vote at, any
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such meeting and any adjournment thereof, or entitled to receive payment of any
such dividend or distribution, or receive any such allotment of rights, or as
the last day on which stockholders may effectively exercise rights in respect
of any such change or conversion or exchange of capital stock, or as the last
day on which they may effectively express such consent or dissent, and in such
case only stockholders of record on the date so fixed shall be so entitled,
notwithstanding any transfer of stock on the books of the corporation after the
date fixed as aforesaid. In lieu of fixing such a record date or last day, the
Board of Directors may 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:
(i) 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 date next preceeding the day on which notice is given.
(ii) 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 6. Dividends. Dividends upon the capital stock of the
corporation, subject to the provisions of the Articles of Organization, may be
declared by the Board of Directors at any regular or special meeting, payable
in cash, in property, or in shares of the capital stock, subject to the
limitations, if any, imposed by law or the Articles of Organization. Before
payment of any dividends, there may be set aside out of any funds of the
corporation available for dividends, such sum or sums as the Board of Directors
from time to time, in its absolute discretion, thinks proper as a reserve or
reserves 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 of Directors shall think conducive to the interests of the
corporation, and
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the Board of Directors may modify or abolish any such reserve.
SECTION 7. Control Share Acquisitions. Until such time as this
Section 7 shall be repealed or these By-Laws shall be amended to provide
otherwise, in each case in accordance with Article VII of these By-Laws, the
provisions of Chapter 110D of the Massachusetts General Laws shall not apply to
"control share acquisitions" of the corporation within the meaning of said
Chapter 110D.
ARTICLE VI
GENERAL PROVISIONS
SECTION 1. Offices. The principal office of the corporation
shall be in the City of Boston, County of Suffolk, Commonwealth of
Massachusetts. The corporation may also have offices at such other place or
places within or without the Commonwealth of Massachusetts as the Board of
Directors may from time to time determine.
SECTION 2. Seal. The seal of the corporation shall be in the
following form:
(Image omitted is a circle with the words "Bank of Boston Corporation" inside
the outer edge, the date "1970" in the center and the word "Massachusetts"
below the date)
When authorized by the Board of Directors and to the extent permitted by law
and these By-Laws, a facsimile of the corporate seal may be affixed or
reproduced.
SECTION 3. Fiscal Year. The fiscal year of the corporation shall
be coincident with the calendar year unless another fiscal year shall have been
fixed by the Board of Directors.
SECTION 4. Annual Reports. The Chairman of the Board or the
President shall make and present to the annual meeting of stockholders a report
showing the aggregate amounts of assets and liabilities of the corporation as
of the end of the last preceding fiscal year. A copy of such report shall be
mailed to each stockholder of the
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corporation. Such report may also contain such other information and may be in
such detail as either the Chairman of the Board or the President may determine
in his or her absolute discretion.
SECTION 5. Execution of Instruments. All contracts, conveyances,
promises or orders for the payment of money or other obligations authorized by
the Board of Directors to be executed or endorsed by an officer of the
corporation in its behalf shall be executed or endorsed by the Chairman of the
Board, the President, any Vice Chairman, any Vice President, the Treasurer and
the Clerk, except as the Board of Directors may generally or in particular
cases otherwise determine and except that checks drawn on any dividend and
special accounts may bear the facsimile signature, affixed thereto by a
mechanical device, of such officer or agent as the Board of Directors shall
authorize, and except also that bonds, notes, debentures or other evidences of
indebtedness authenticated by a manual signature on behalf of a trustee or an
authenticating agent appointed by the Board of Directors may bear such
facsimile signature or signatures of such officer or officers of the
corporation as the Board of Directors shall authorize.
SECTION 6. Voting of Securities. Unless otherwise ordered by the
Board of Directors, the Chairman of the Board, the President, each Vice
Chairman, the Treasurer, each Executive Vice President, each Senior Vice
President, each Vice President and the Clerk, each acting alone, shall have
authority on behalf of the corporation (a) to attend and act and vote in person
for the corporation and as its duly appointed agent and attorney-in-fact at any
meeting of the holders of securities or creditors of any person (as hereinafter
defined) any securities of whom are owned or held with power to vote by the
corporation or any indebtedness of whom is owed to the corporation, (b) to
appoint, by an instrument in writing, a proxy or several proxies to attend and
act and vote for the corporation at any such meeting and (c) to execute and
deliver in the name and on behalf of the corporation any consent or waiver by
the corporation as a security holder or creditor of any such person. As used
in this Section, the word "person" includes a natural person, a corporation, a
company, a partnership, a voluntary association, a proprietorship, a
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trust, an estate, a government (national, state, regional or local) or a
department or agency thereof, and any other form of legal entity however
designated and wherever formed or existing. Each officer named in this Section
and each person designated by any such officer as a proxy for this corporation
shall have and may exercise at any such meeting any and all rights and powers
incident to the ownership of such securities or indebtedness which an owner
would have if personally present.
SECTION 7. Powers of Attorney. The Chairman of the Board, the
President, each Vice Chairman, or any Executive Vice President may from time to
time and at any time by power of attorney appoint any person (as defined in
Section 6 of this Article VI) or persons to be the attorney or attorneys of the
corporation for such purposes and with such powers, authorities and discretions
(not exceeding those vested in or exercisable by the Board of Directors) and
for such period and subject to such conditions as the officer making such
appointment may think fit, and any such power of attorney may contain such
provisions for the protection and convenience of persons dealing with such
attorney or attorneys as the officer making such appointment may think it and
may also authorize any such attorney to appoint a substitute or substitutes and
to delegate all or any of the powers, authorities and discretions vested in any
such attorney or attorneys, except such power of substitution (without
prejudice to the power of such attorney or attorneys to exercise concurrently
any of the powers delegated and to revoke or vary any such appointment). The
Chairman of the Board, the President, each Vice Chairman, or any Executive Vice
President may at any time revoke any power of attorney executed by any of those
officers currently or formerly in office, provided that no such revocation
shall invalidate any act performed by the attorney or attorneys (or any
substitute or substitutes appointed thereunder) in the exercise of the powers
conferred thereby between the revocation thereof and the time such revocation
becomes known to the attorney or attorneys, or to any such substitute or
substitutes, and any such power of attorney shall at all times be conclusively
binding on the corporation and its successors in favor of third parties who
have not received notice of the revocation thereof.
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SECTION 8. Issue of Debt Securities and Other Obligations. The
Board of Directors shall have the power to authorize and cause to be executed
and issued bonds, notes, debentures, warrants, guaranties or other obligations
of the corporation, secured or not secured, upon such terms, in such manner and
upon such conditions as may be fixed or approved by vote of the Board of
Directors or of the Executive Committee prior to the issue thereof.
SECTION 9. Corporate Records. The original, or attested copies,
of the Articles or Organization, By-Laws and records of all meetings of
incorporators and stockholders, and stock and transfer records, which shall
contain the names of all stockholders and the record address and the amount of
stock held by each, shall be kept in the Commonwealth of Massachusetts at the
principal office of the corporation, or at an office of its Clerk, its resident
agent or its transfer agent. Such copies and records need not all be kept in
the same office. They shall be available at all reasonable times for
inspection by any stockholder for any proper purpose. They shall not be
available for inspection to secure a list of stockholders or other information
for the purpose of selling such list or information or copies thereof or of
using the same for a purpose other than in the interest of the applicant, as a
stockholder, relative to the affairs of the corporation.
SECTION 10. Indemnification of Directors, Officers and Others.
(a) The corporation shall, to the extent legally permissible, indemnify each of
the directors and officers of the corporation against all liabilities and
expenses, including amounts paid in satisfaction of judgments, in compromise or
as fines and penalties, and counsel fees, reasonably incurred by such director
or officer in connection with the defense or disposition of any action, suit or
other proceeding, whether civil or criminal, in which such director or officer
may be involved or with which such director or officer may be threatened, while
in office or thereafter, by reason of such director or officer being or having
been such a director or officer of the corporation or by reason of such
director or officer serving or having served at the request of the corporation
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as a director, officer or trustee of a wholly owned subsidiary of the
corporation or having served in any capacity with respect to any employee
benefit plan maintained by the corporation or any wholly owned subsidiary of
the corporation, except with respect to any matter as to which such director or
officer shall have been adjudicated in any proceeding not to have acted in good
faith in the reasonable belief that his or her action was in the best interest
of the corporation or of such subsidiary or, to the extent that such matter
relates to service with respect to any such employee benefit plan, in the best
interest of the participants or beneficiaries of such employee benefit plan;
provided, however, that as to any matter disposed of by a compromise payment by
such director or officer, pursuant to a consent decree or otherwise, no
indemnification either for said payment or for any other expenses shall be
provided unless such indemnification shall be ordered by a court or unless such
compromise shall be approved as in the best interest of the corporation, after
notice that it involves such indemnification: (i) by a disinterested majority
of the directors of the corporation then in office; or (ii) by a majority of
the disinterested directors of the corporation then in office, provided that
there has been obtained an opinion in writing of independent legal counsel to
the effect that such director or officer appears to have acted in good faith in
the reasonable belief that his or her action was in the best interest of the
corporation; or (iii) by the holders of a majority of the outstanding stock at
the time entitled to vote for directors, voting as a single class, exclusive of
any stock owned by any interested director or officer. Expenses, including
counsel fees, reasonably incurred by any director or officer of the corporation
in connection with the defense or disposition of any such action, suit or other
proceeding shall be paid from time to time by the corporation in advance of the
final disposition thereof upon receipt of an undertaking by such director or
officer to repay the amounts so paid to the corporation if it is ultimately
determined that indemnification for such expenses is not authorized under this
paragraph (a). If in an action, suit or proceeding brought by or in the right
of the corporation, a director of the corporation is held not liable for
monetary damages, whether because that director
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is relieved of personal liability under the provisions of Article 6 of the
Articles of Organization of the corporation or otherwise, that director shall
be deemed to have met the standard of conduct set forth above and to be
entitled to indemnification for expenses reasonably incurred in the defense of
such action, suit or proceeding.
(b) The corporation may indemnify each person who serves at the
request of the corporation as a director, officer or trustee of any wholly
owned subsidiary of the corporation or in any capacity with respect to any
employee benefit plan maintained by the corporation or any such subsidiary
against all liabilities and expenses, including amounts paid in satisfaction
of judgments, in compromise or as fines and penalties, and counsel fees,
reasonably incurred by such person in connection with the defense or
disposition of any action, suit or other proceeding, whether civil or criminal,
in which such person may be involved or with which such person may be
threatened, while in office or thereafter, by reason of such person being or
having been a director, officer or trustee of such subsidiary or having acted
in any such capacity with respect to any such employee benefit plan, except
with respect to any matter as to which such person shall have been adjudicated
in any proceeding not to have acted in good faith in the reasonable belief that
his or her action was in the best interest of the corporation or of such
subsidiary or, to the extent that such matter relates to service with respect
to any such employee benefit plan, in the best interest of the participants or
beneficiaries of such employee benefit plan. Expenses, including counsel fees,
reasonably incurred by any such person in connection with the defense or
disposition of any such action, suit or other proceeding may be paid from time
to time by the corporation in advance of the final disposition thereof upon
receipt of an undertaking by such person to repay the amounts so paid to the
corporation if it is ultimately determined that indemnification for such
expenses is not authorized under this Section. Except as hereinafter provided
in this paragraph (b), indemnification under this paragraph (b) shall be made
by the corporation only as authorized by the Board of Directors of the
corporation in each specific case.
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To the extent that any person who serves at the request of the
corporation as a director, officer of trustee of any wholly owned subsidiary of
the corporation or in any capacity with respect to any employee benefit plan
maintained by the corporation or any such subsidiary has been wholly successful
in the defense of any action, suit or proceeding referred to above in this
paragraph (b) or of any claim or issue therein, such person shall, without
further authorization of the Board of Directors of the corporation, be
indemnified by the corporation as hereinabove provided upon presentation to the
Board of Directors of the corporation of a claim for indemnification and
evidence reasonably satisfactory to the Board of Directors of the corporation
of such wholly successful defense. As used in this paragraph (b) the term
"wholly successful" means that the action, suit or proceeding or the claim or
issue has been finally terminated without a finding of liability or guilt
against the person seeking indemnification and the time for taking an appeal or
other court or administrative action therein has expired or, in the case of a
threatened proceeding, a reasonable period of time, determined by independent
legal counsel selected by the Board of Directors of the corporation, has
elapsed since the threat was made without the proceeding having been instituted
and, in either case, without any payment or promise having been made to induce
a settlement or compromise.
(c) As used in this Section, the terms "director", "officer" and
"trustee" include the relevant individual's heirs, executors and
administrators, an "interested" director or officer is one against whom in such
capacity the proceedings in question or another proceeding on the same or
similar grounds is then pending, and a "wholly owned subsidiary" means any
corporation, business trust, partnership or other business entity of which the
corporation owns directly or through one or more wholly owned subsidiaries all
of the outstanding capital stock or other shares of beneficial interest (other
than directors' qualifying shares) entitled to vote generally. All directors,
officers and trustees of wholly owned subsidiaries of the corporation and
persons who serve in any capacity with respect to any employee benefit plan
maintained by any such subsidiary shall be deemed to serve
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or to have served in such capacity at the request of the corporation. The
indemnification by the corporation provided for in his Section l0 shall not be
exclusive of or affect any other rights to which any director, officer, trustee
or pension plan fiduciary or other person may be entitled. Nothing contained
in this Section shall either limit the power of the corporation to indemnify
corporate personnel other than directors and officers or affect any rights to
indemnification by the corporation to which corporate personnel other than
directors and officers of the corporation and persons who serve at the request
of the corporation as directors, officers or trustees of wholly owned
subsidiaries of the corporation or in any capacity with respect to any employee
benefit plan maintained by any such subsidiary may be entitled by contract or
otherwise under law.
ARTICLE VII
AMENDMENTS
SECTION 1. General. These By-Laws may be amended, added to or
repealed in whole or in part (a) by vote of the stockholders at a meeting where
the substance of the proposed amendment is stated in the notice of the meeting,
or (b) by vote of a majority of the entire Board, except that no amendment may
be made by the Board of Directors on matters reserved to the stockholders by
law or the Articles of Organization or which changes the provisions of these
By-Laws relating to the removal of directors or to the requirements for
amendment of these By-Laws. Notice of any amendment, addition or repeal of any
By-Law by the directors stating the substance of such action shall be given to
all stockholders entitled to vote on amending the By-Laws not later than the
time when notice is given of the meeting of stockholders next following such
action by the Board of Directors. Any By-Law adopted by the directors may be
amended or repealed by the stockholders.
ARTICLE VIII
EMERGENCY BY-LAWS
SECTION 1. Effective Period. The emergency By-Laws set forth in
this Article VIII shall be effective only during the continuance of a national
emergency proclaimed
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by the President of the United States of America or by other governmental
authority following an attack on the United States of America or another
catastrophic event as a result of which a regular quorum of the Board of
Directors or of the Executive Committee cannot readily be convened. During any
such emergency, the provisions of this Article VIII shall supersede any
different provisions contained in the preceding Articles of these By-Laws.
SECTION 2. Meetings of the Board of Directors. During any such
emergency, a meeting of the Board of Directors may be called by any director or
officer who deems it necessary. The meeting shall be held at such time or
place as the person calling the meeting may specify in giving notice thereof.
Such notice may be given in writing or orally and by such means of
communication (including announcement by radio) as in the judgment of the
person giving the same are then feasible to reach as many of the directors as
it is reasonably possible to reach under the prevailing circumstances. Two
directors shall constitute a quorum for the transaction of business at any such
meeting.
SECTION 3. Emergency Location of Head Office. With effect during
any such emergency, the Board of Directors may change the location of the Head
Office of the corporation or designate one or more alternative locations or
authorize one or more officers to do so.
SECTION 4. Preservation of Continuity of Management. In order to
preserve continuity of management of the corporation during any such emergency,
the Board of Directors may provide and from time to time change lines of
succession in management in the event that during such emergency any or all of
the officers shall die or be missing or for any reason be rendered incapable
of discharging his or her or their respective duties.
SECTION 5. Immunity. No director, officer or employee of the
corporation acting in accordance with these emergency By-Laws shall be liable
for any act or omission except willful misconduct.
SECTION 6. Amendment of Emergency By-Laws. The provisions of
this Article VIII can be amended or repealed
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during any emergency by resolution of the directors or the shareholders but no
such amendment or repeal shall prejudice any rights or immunities acquired by
any director, officer or employee under Section 5 of this Article VIII in
respect of action taken or omitted by him or her prior to such amendment or
repeal. Any such amendment may make such further or different provisions as
may be deemed to be practical and necessary to deal with the circumstances of
the emergency.