EXHIBIT 3.1
FEDERAL MHC SUBSIDIARY HOLDING COMPANY CHARTER
FOR
NAUGATUCK VALLEY FINANCIAL CORPORATION
SECTION 1. CORPORATE TITLE.
The full corporate title of the MHC subsidiary holding company is
Naugatuck Valley Financial Corporation (the "Holding Company").
SECTION 2. DOMICILE
The domicile of the Holding Company is in the Borough of Naugatuck, in
the State of Connecticut.
SECTION 3. DURATION.
The duration of the Holding Company is perpetual.
SECTION 4. PURPOSE AND POWERS.
The purpose of the Holding Company is to pursue any or all of the
lawful objectives of a federal mutual holding company chartered under Section
10(o) of the Home Owners' Loan Act, 12 U.S.C. 1467a(o), and to exercise all the
express, implied, and incidental powers conferred thereby and by all acts
amendatory thereof and supplemental thereto, subject to the Constitution and
laws of the United States as they are now in effect, or as they may hereafter be
amended, and subject to all lawful and applicable rules, regulations, and orders
of the Office of Thrift Supervision ("OTS").
SECTION 5. CAPITAL STOCK.
The total number of shares of all classes of the capital stock which
the Holding Company has authority to issue is twenty-six million shares
(26,000,000), of which twenty-five million shares (25,000,000) shall be common
stock, par value $.01 per share, and of which one million shares (1,000,000)
shall be preferred stock, par value $.01 per share. The shares may be issued
from time to time as authorized by the Board of Directors without further
approval of shareholders except as otherwise provided in this Section 5 or to
the extent that such approval is required by governing law, rule, or regulation.
The consideration for the issuance of the shares shall be paid in full before
their issuance and shall not be less than the par value. Neither promissory
notes nor future services shall constitute payment or part payment for the
issuance of shares of the Holding Company. The consideration for the shares
shall be cash, tangible or intangible property (to the extent direct investment
in such property would be permitted), labor, or services actually performed for
the Holding Company, or any combination of the foregoing. In the absence of
actual fraud in the transaction, the value of such
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property, labor, or services, as determined by the Board of Directors of the
Holding Company, shall be conclusive. Upon payment of such consideration, such
shares shall be deemed to be fully paid and nonassessable. In the case of a
stock dividend, that part of the retained earnings of the Holding Company that
is transferred to common stock or paid-in capital accounts upon the issuance of
shares as a stock dividend shall be deemed to be the consideration for their
issuance.
Except for the initial offering of shares of the Holding Company, no
shares of capital stock (including shares issuable upon conversion, exchange, or
exercise of other securities) shall be issued, directly or indirectly, to
officers, directors, or controlling persons of the Holding Company other than as
part of a general public offering or as qualifying shares to a director, unless
their issuance or the plan under which they would be issued has been approved by
a majority of the total votes eligible to be cast at a legal meeting.
Nothing contained in this Section 5 (or in any supplementary sections
hereto) shall entitle the holders of any class or series of capital stock to
vote as a separate class or series or to more than one vote per share: provided,
that this restriction on voting separately by class or series shall not apply:
(i) To any provision which would authorize the holders of
preferred stock, voting as a class or series, to elect some
members of the Board of Directors, less than a majority
thereof, in the event of default in the payment of dividends
on any class or series of preferred stock;
(ii) To any provision which would require the holders of preferred
stock, voting as a class or series, to approve the merger or
consolidation of the Holding Company with another corporation
or the sale, lease, or conveyance (other than by mortgage or
pledge) of properties or business in exchange for securities
of a corporation other than the Holding Company if the
preferred stock is exchanged for securities of such other
corporation; provided, that no provision may require such
approval for transactions undertaken with the assistance or
pursuant to the direction of the OTS or the Federal Deposit
Insurance Corporation;
(iii) To any amendment which would adversely change the specific
terms of any class or series of capital stock as set forth in
this Section 5 (or in any supplementary sections hereto),
including any amendment which would create or enlarge any
class or series ranking prior thereto in rights and
preferences. An amendment which increases the number of
authorized shares of any class or series of capital stock, or
substitutes the surviving Holding Company in a merger or
consolidation for the Holding Company, shall not be considered
to be such an adverse change.
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A description of the different classes and series (if any) of the
Holding Company's capital stock and a statement of the designations, and the
relative rights, preferences, and limitations of the shares of each class of and
series (if any) of capital stock are as follows:
A. Common Stock. Except as provided in this Section 5 (or in any
supplementary sections thereto) the holders of the common
stock shall exclusively possess all voting power. Each holder
of shares of common stock shall be entitled to one vote for
each share held by such holder and there shall be no right to
cumulate votes in an election of directors.
Whenever there shall have been paid, or declared and set aside
for payment, to the holders of the outstanding shares of any
class of stock having preference over the common stock as to
the payment of dividends, the full amount of dividends and of
sinking fund, or retirement fund, or other retirement
payments, if any, to which such holders are respectively
entitled in preference to the common stock, then dividends may
be paid on the common stock and on any class or series of
stock entitled to participate therewith as to dividends out of
any assets legally available for the payment of dividends.
In the event of any liquidation, dissolution, or winding up of
the Holding Company, the holders of the common stock (and the
holders of any class or series of stock entitled to
participate with the common stock in the distribution of
assets) shall be entitled to receive, in cash or in kind, the
assets of the Holding Company available for distribution
remaining after: (i) payment or provision for payment of the
Holding Company's debts and liabilities; (ii) distributions or
provision for distributions in settlement of a liquidation
account; and (iii) distributions or provision for
distributions to holders of any class or series of stock
having preference over the common stock in the liquidation,
dissolution, or winding up of the Holding Company. Each share
of common stock shall have the same relative rights as and be
identical in all respects with all the other shares of common
stock.
B. Preferred Stock. The Holding Company may provide in
supplementary sections to its charter for one or more classes
of preferred stock, which shall be separately identified. The
shares of any class may be divided into and issued in series,
with each series separately designated so as to distinguish
the shares thereof from the shares of all other series and
classes. The terms of each series shall be set forth in a
supplementary section to the charter. All shares of the same
class shall be identical except as to the following relative
rights and preferences, as to which there may be variations
between different series:
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(a) The distinctive serial designation and the number of
shares constituting such series;
(b) The dividend rate or the amount of dividends to be
paid on the shares of such series, whether dividends
shall be cumulative and, if so, from which date(s)
the payment date(s) for dividends, and the
participating or other special rights, if any, with
respect to dividends;
(c) The voting powers, full or limited, if any, of the
shares of such series;
(d) Whether the shares of such series shall be redeemable
and, if so, the price(s) at which, and the terms and
conditions on which, such shares may be redeemed;
(e) The amount(s) payable upon the shares of such series
in the event of voluntary or involuntary liquidation,
dissolution, or winding up of the Holding Company;
(f) Whether the shares of such series shall be entitled
to the benefit of a sinking or retirement fund to be
applied to the purchase or redemption of such shares,
and if so entitled, the amount of such fund and the
manner of its application, including the price(s) at
which such shares may be redeemed or purchased
through the application of such fund;
(g) Whether the shares of such series shall be
convertible into, or exchangeable for, shares of any
other class or classes of stock of the Holding
Company and, if so, the conversion price(s) or the
rate(s) of exchange, and the adjustments thereof, if
any, at which such conversion or exchange may be
made, and any other terms and conditions of such
conversion or exchange;
(h) The price or other consideration for which the shares
of such series shall be issued; and
(i) Whether the shares of such series which are redeemed
or converted shall have the status of authorized but
unissued shares of serial preferred stock and whether
such shares may be reissued as shares of the same or
any other series of serial preferred stock.
Each share of each series of serial preferred stock shall have the same
relative rights as and be identical in all respects with all the other shares of
the same series.
The Board of Directors shall have authority to divide, by the adoption
of supplementary charter sections, any authorized class of preferred stock into
series, and, within the limitations set forth in this
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section and the remainder of this charter, fix and determine the relative rights
and preferences of the shares of any series so established.
Prior to the issuance of any preferred shares of a series established
by a supplementary charter section adopted by the Board of Directors, the
Holding Company shall file with the Secretary to the OTS a dated copy of that
supplementary section of this charter establishing and designating the series
and fixing and determining the relative rights and preferences thereof.
SECTION 6. CERTAIN PROVISIONS APPLICABLE FOR FIVE YEARS.
Notwithstanding anything contained in the Holding Company's charter or
bylaws to the contrary, for a period of five years from the date of an initial
minority stock offering of shares of common stock of the Holding Company, the
following provisions shall apply:
A. Beneficial Ownership Limitation. No person other than
Naugatuck Valley Mutual Holding Company shall directly or
indirectly offer to acquire or acquire the beneficial
ownership of more than 10 percent of any class of any equity
security of the Holding Company. This limitation shall not
apply to a transaction in which the Holding Company forms a
holding company in conjunction with conversion, or thereafter,
if such formation is without change in the respective
beneficial ownership interests of the Holding Company's
shareholders other than pursuant to the exercise of any
dissenter and appraisal rights, the purchase of shares by
underwriters in connection with a public offering, or the
purchase of shares by a tax-qualified employee stock benefit
plan which is exempt from the approval requirements under
Section 574.3(c)(1)(vi) of the OTS's Regulations.
In the event shares are acquired in violation of this Section
6, all shares beneficially owned by any person in excess of 10
percent shall be considered "excess shares" and shall not be
counted as shares entitled to vote and shall not be voted by
any person or counted as voting shares in connection with any
matters submitted to the shareholders for a vote.
For the purposes of this Section 6, the following definitions apply:
(i) The term "person" includes an individual, a group
acting in concert, a corporation, a partnership, an
association, a joint stock company, a trust, any
unincorporated organization or similar company, a
syndicate or any other group formed for the purpose
of acquiring, holding or disposing of the equity
securities of the Holding Company.
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(ii) The term "offer" includes every offer to buy or
otherwise acquire, solicitation of an offer to sell,
tender offer for, or request or invitation for
tenders of, a security or interest in a security for
value.
(iii) The term "acquire" includes every type of
acquisition, whether effected by purchase, exchange,
operation of law or otherwise.
(iv) The term "acting in concert" means (a) knowing
participation in a joint activity or conscious
parallel action towards a common goal whether or not
pursuant to an express agreement, or (b) a
combination or pooling of voting or other interests
in the securities of an issuer for a common purpose
pursuant to any contract, understanding,
relationship, agreement or other arrangement, whether
written or otherwise.
B. Call for Special Meetings. Special meetings of shareholders
relating to changes in control of the Holding Company or
amendments to its charter shall be called only at the
direction of the Board of Directors.
SECTION 7. PREEMPTIVE RIGHTS.
Holders of the capital stock of the Holding Company are not entitled to
preemptive rights with respect to any shares of the Holding Company that may be
issued.
SECTION 8. DIRECTORS.
The Holding Company shall be under the direction of a Board of
Directors. The authorized number of directors, as stated in the Holding
Company's bylaws, shall be not be fewer than five nor more than 15 except when a
greater or lesser number is approved by the Director of the OTS, or his or her
delegate.
SECTION 9. AMENDMENT OF CHARTER.
Except as provided in Section 5, no amendment, addition, alteration,
change, or repeal of this charter shall be made, unless such is proposed by the
Board of Directors of the Holding Company, approved by the shareholders by a
majority of the votes eligible to be cast at a legal meeting, unless a higher
vote is otherwise is required, and approved or preapproved by the OTS.
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NAUGATUCK VALLEY FINANCIAL
CORPORATION
Attest:
____________________________ _____________________________________
Bernadette A. Mole John C. Roman
Corporate Secretary President and Chief Executive Officer
Attest: Office of Thrift Supervision
__________________________ By: __________________________
Secretary
Office of Thrift Supervision
EFFECTIVE DATE:______________________
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