Exhibit 3.4
AMENDED AND RESTATED BY-LAWS
OF
WEBSTER PREFERRED CAPITAL CORPORATION
I. OFFICES
1.1 Registered Office. The principal office of the Corporation shall
be located in Waterbury, Connecticut.
1.2 Other Offices. The Corporation may also have offices at such other
places, both within and without the State of Connecticut, as the Board of
Directors may from time to time determine or the business of the Corporation may
require.
II. MEETINGS OF SHAREHOLDERS
2.1 Place of Meetings. All meetings of the shareholders for the
election of Directors shall be held in Connecticut, at such place as may be
fixed from time to time by the Board of Directors, or at such other place,
within or without the State of Connecticut, as shall be designated from time to
time by the Board of Directors and stated in the notice of the meeting or in a
duly executed waiver of notice thereof. Meetings of shareholders for any other
purpose may be held at such time and place, within or without the State of
Connecticut, as shall be stated in the notice of the meeting or in a duly
executed waiver of notice thereof.
2.2 Annual Meetings. A meeting of shareholders for the election of
Directors and for other corporate business shall be held annually at such date
and at such time as the Board of Directors may determine. Such date and such
time shall be stated in the notice of the meeting or in a duly executed waiver
of notice thereof.
2.3 Special Meetings. Special meetings of the shareholders, for any
purpose or purposes, unless otherwise prescribed by statute or by the
Certificate of Incorporation, may be called by the Board of Directors or by the
President, and shall be called by the President upon the written request of the
holders of at least ten percent of all the votes entitled to be cast on any
issue proposed to be considered at the proposed special meeting. Such request
shall include a statement of the purpose or purposes of the proposed meeting and
notice thereof shall be given. If the President shall not, within fifteen days
after receipt of such shareholders' request, so call such meeting, such
shareholders may call such meeting.
2.4 Notice of Meetings. Written notice of the annual meeting and
special meetings, stating the place, date and hour of the meeting, shall be
given to each shareholder entitled to vote at such meetings, by leaving such
notice with him at his residence or usual place of business, or by mailing a
copy thereof addressed to
him at his last known post office address as last shown on the stock records of
the Corporation, postage prepaid, not less than ten nor more than sixty days
before the date of the meeting, provided that any one or more shareholders, as
to himself or themselves, may waive such notice in writing or by attendance at
the meeting without protest. Written notice of a special meeting shall be given
to shareholders within thirty days after the date the written request by a
shareholder was delivered to the Corporation's Secretary. Written notice of a
special meeting of shareholders shall state the place, date and hour of the
meeting and the purpose or purposes for which the meeting is called. Such notice
shall be deemed given when deposited in the United States mail.
2.5 Business at Special Meetings. Business transacted at any special
meeting of shareholders shall be limited to the purposes stated in the notice.
2.6 List of Shareholders. The officer who has charge of the share
transfer books of the Corporation shall prepare and make, after the record date
for a meeting of shareholders has been fixed, a complete list of the
shareholders entitled to notice of such meeting, arranged in alphabetical order
and arranged by voting group, and within each voting group by class or series of
shares, and showing the address of each shareholder and the number of shares
registered in the name of each shareholder. Such list shall be open to the
examination of any shareholder, during ordinary business hours, beginning two
business days after notice of the meeting is given and continuing through the
meeting, either at the principal office of the Corporation or at a place
identified in the meeting in the city where the meeting will be held. The list
shall also be produced and kept open at the time and place of the meeting during
the whole time thereof, and may be inspected by any shareholder who is present,
his agent, or attorney. The share transfer book shall be the only evidence as to
who are the shareholders entitled to examine the share transfer book, the list
required by this section or the books of the Corporation, or to vote in person
or by proxy at any meeting of shareholders.
2.7 Quorum at Meetings. Except as otherwise provided by statute or by
the Certificate of Incorporation, the holders of a majority of the shares
entitled to vote thereat, present in person or represented by proxy, shall
constitute a quorum at all meetings of the shareholders for the transaction of
business, except that when specified business is to be voted on by a class or
series voting as a single class, the holders of a majority of the shares of such
class or series shall constitute a quorum for the transaction of business. If,
however, such quorum shall not be present or represented at any such meeting of
the shareholders, the shareholders entitled to vote thereat, present in person
or represented by proxy, shall have power to adjourn the meeting from time to
time to another time and place, without notice other than announcement at the
meeting of such other time and place. At the adjourned meeting at which a quorum
shall be present or represented, any business may be transacted which might have
been transacted at the original meeting. If the adjournment is for more than
thirty days, or if after the adjournment a new record
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date is fixed for the adjourned meeting, a notice of the adjourned meeting shall
be given to each shareholder of record entitled to vote at the meeting.
2.8 Voting and Proxies. Unless otherwise provided in the Certificate
of Incorporation, and subject to the provisions of Section 6.4 of these By-Laws,
each shareholder shall be entitled to one vote on each matter, in person or by
proxy, for each share of the Corporation's capital stock having voting power
which is held by such shareholder. No proxy shall be voted or acted upon after
eleven months from its date, unless the proxy provides for a longer period. A
duly executed proxy shall be irrevocable if it states that it is irrevocable and
if, and only as long as, it is coupled with an interest sufficient in law to
support an irrevocable power.
2.9 Required Vote. When a quorum is present at any meeting of
shareholders, all matters shall be determined, adopted and approved by the vote
(which need not be by ballot) of the holders of a majority of the votes cast
with respect to the matter, including, if applicable, the majority of votes
entitled to be cast by each class or series of stock entitled to vote separately
on the matter, unless the proposed action is one upon which, by express
provision of statutes or of the Certificate of Incorporation, a different vote
is specified and required, in which case such express provision shall govern and
control the decision of such question.
2.10 Action Without a Meeting. Unless otherwise provided in the
Certificate of Incorporation, any action required to be taken at any annual or
special meeting of shareholders of the Corporation, or any action which may be
taken at any annual or special meeting of such shareholders, may be taken
without a meeting, without prior notice and without a vote, if a consent in
writing, setting forth the action so taken, is signed by all of the persons who
would be entitled to vote upon such action at a meeting at which all shares
entitled to vote thereon were present and voted, or by their duly authorized
attorneys.
III. DIRECTORS
3.1 Powers. The business and affairs of the Corporation shall be
managed by or under the direction of the Board of Directors, which may exercise
all such powers of the Corporation and do all such lawful acts and things as are
not by statute or by the Certificate of Incorporation or by these By-Laws
directed or required to be exercised or done by the shareholders.
3.2 Number and Election. The number of Directors which shall constitute
the whole Board shall be at least three. The Board of Directors may increase the
number of directorships by a concurring vote of Directors holding a majority of
the directorships prior to the vote on the increase. Subject to the rights of
the holders of any series of Preferred Stock of the Corporation to elect
additional directors under specified circumstances, only holders of the Common
Stock of the Corporation will be entitled to vote in the election of directors.
The Directors shall be elected at the annual meeting of the shareholders, except
as provided in Section
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3.3 hereof, and each Director elected shall hold office until his successor is
elected and qualified or until his earlier resignation or removal. Directors
need not be shareholders.
3.3 Vacancies. Subject to the rights of the holders of any series of
the Preferred Stock of the Corporation to elect additional directors under
specified circumstances, vacancies and newly created directorships resulting
from any increase in the authorized number of Directors may be filled by a
majority of the Directors then in office, although less than a quorum, or by a
sole remaining Director, and each Director so chosen shall hold office until the
next annual election and until his successor is elected and qualified, or until
his earlier resignation or removal. If there are no Directors in office, then an
election of Directors may be held in the manner provided by statute.
3.4 Place of Meetings. The Board of Directors of the Corporation may
hold meetings, both regular and special, either within or without the State of
Connecticut.
3.5 Regular Meeting. Regular meetings of the Board of Directors may be
held without notice at such time and at such place as shall from time to time be
determined by the Board of Directors.
3.6 Special Meetings. Special meetings of the Board may be called by
the President with at least twelve hours notice to each Director, either
personally or by telephone, facsimile, mail or other equivalent means, unless
such notice has been waived. Special meetings shall be called by the President
or Secretary in like manner and on like notice on the written request of
one-third of the total number of Directors.
3.7 Quorum and Vote at Meetings. At all meetings of the Board, a
majority of the total number of Directors shall constitute a quorum for the
transaction of business. The vote of a majority of the Directors present at any
meeting at which there is a quorum shall be the act of the Board of Directors,
except as may be otherwise specifically provided by statute or by the
Certificate of Incorporation. The directors present at a duly organized meeting
may continue to transact business until adjournment, notwithstanding the
withdrawal or departure of enough directors to leave less than a quorum. If a
quorum shall not be present at any meeting of the Board of Directors, the
Directors present thereat may adjourn the meeting to another time and place,
without notice other than announcement at the meeting of such other time and
place.
3.8 Telephone Meetings. Members of the Board of Directors or any
Committee designated by the Board may participate in a meeting of such Board or
Committee by means of conference telephone or similar communications equipment
by means of which all persons participating in the meeting can hear each other,
and
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participation in a meeting pursuant to this section shall constitute presence in
person at such meeting.
3.9 Action Without Meeting. Unless otherwise restricted by the
Certificate of Incorporation 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 all members of the Board or Committee, as the
case may be, consent thereto in writing, and the writing or writings are filed
with the minutes of proceedings of the Board of Directors or Committee.
3.10 Committees of Directors. The Board of Directors may by resolution
passed by a majority of the whole Board, designate one or more Committees, each
Committee to consist of two or more of the Directors of the Corporation. The
Board of Directors may designate one or more Directors as alternate members of
any Committee, who may replace any absent or disqualified member at any meeting
of the Committee. Any such Committee, to the extent provided in the resolution
of the Board of Directors, shall have and may exercise all the powers and
authority of the Board of Directors in the management of the business and
affairs of the Corporation, and may authorize the seal of the Corporation to be
affixed to all papers which may require it; but no such Committee shall have the
power or authority in reference to amending the Certificate of Incorporation,
adopting an agreement of merger or consolidation, recommending to the
shareholders the sale, lease or exchange of all or substantially all of the
Corporation's property and assets, recommending to the shareholders a
dissolution of the Corporation or a revocation of a dissolution, or amending the
By-Laws of the Corporation; and, unless otherwise expressly provided in the
resolution, no such Committee shall have the power or authority to declare a
dividend, to authorize the issuance of stock, or to adopt a certificate of
ownership and merger. Such Committee or Committees shall have such name or names
as may be determined from time to time by resolution adopted by the Board of
Directors. Unless otherwise specified in the resolution of the Board of
Directors designating the Committee, at all meetings of each such Committee of
directors, a majority of the total number of members of the Committee shall
constitute a quorum for the transaction of business, and the vote of a majority
of the members of the Committee present at any meeting at which there is a
quorum shall be the act of the Committee. Each Committee shall keep regular
minutes of its meetings and report the same to the Board of Directors, when
required.
3.11 Compensation of Directors. Unless otherwise restricted by the
Certificate of Incorporation, the Board of Directors shall have the authority to
fix the compensation of Directors. The Directors may be paid their expenses, if
any, of attendance at each meeting of the Board of Directors and may be paid a
fixed sum for attendance at each meeting of the Board of Directors or a stated
salary as Director. No such payment shall preclude any Director from serving the
Corporation in any other capacity and receiving compensation therefor. Members
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of special or standing Committees may be paid like compensation for attending
Committee meetings.
3.12 Removal. Subject to the rights of the holders of any series of
Preferred Stock to elect additional directors under specified circumstances, at
a meeting of shareholders called expressly for that purpose, any Director may be
removed with or without cause by a vote of the holders of a majority of the
shares then entitled to vote at an election of Directors.
IV. NOTICES OF MEETINGS
4.1 Waivers of Notice. Whenever the giving of any notice is required
by statute, the Certificate of Incorporation or these By-Laws, a waiver thereof,
in writing, signed by the person or persons entitled to said notice, whether
before or after the event as to which such notice is required, shall be deemed
equivalent to notice. Attendance of a person at a meeting shall constitute a
waiver of notice of such meeting, except when the person attends a meeting for
the express purpose of objecting, at the beginning of the meeting, to the
transaction of any business because the meeting is not lawfully called or
convened. Neither the business to be transacted at, nor the purpose of, any
regular or special meeting of the shareholders, Directors or members of a
Committee of Directors need be specified in any written waiver of notice, unless
so required by the Certificate of Incorporation, by statute or by these By-Laws.
V. OFFICERS.
5.1 Positions. The officers of the Corporation shall be a President
and a Secretary, and such other officers as the Board of Directors may appoint,
including a Chairman of the Board, a Treasurer and one or more Vice Presidents,
Assistant Secretaries and Assistant Treasurers, who shall exercise such powers
and perform such duties as shall be determined from time to time by the Board.
Any number of offices may be held by the same person, unless the Certificate of
Incorporation or these By-Laws otherwise provide; provided, however, that in no
event shall the President and the Secretary be the same person.
5.2 Appointment. The officers of the Corporation shall be chosen by
the Board of Directors at its first meeting after each annual meeting of
shareholders.
5.3 Compensation. The compensation of all officers of the Corporation
shall be fixed by the Board of Directors.
5.4 Term of Office. The officers of the Corporation shall hold office
until their successors are chosen and qualify or until their earlier resignation
or removal. Any officer may resign at any time upon written notice to the
Corporation. Any officer elected or appointed by the Board of Directors may be
removed at any time, with or without cause, by the affirmative vote of a
majority of the Board of Directors
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or by action of any authorized officer. Any vacancy occurring in any office of
the Corporation shall be filled by the Board of Directors.
5.5 Fidelity Bonds. The Corporation may secure the fidelity of any or
all of its officers or agents by bond or otherwise.
5.6 President. The President shall be the Chief Executive Officer of
the Corporation, shall be ex officio a member of all standing committees, shall
have general and active management of the business of the Corporation, shall
ensure that all orders and resolutions of the Board of Directors are carried
into effect, and, unless otherwise provided by the Board of Directors, shall
preside at all meetings of the shareholders and the Board of Directors. The
President shall execute bonds, mortgages and other contracts requiring a seal,
under the seal of the Corporation, except where required or permitted by law to
be otherwise signed and executed and except where the signing and execution
thereof shall be expressly delegated by the Board of Directors to some other
officer or agent of the Corporation.
5.7 Vice President. In the absence of the President or in the event of
the President's inability or refusal to act, the Vice President (or in the event
there be more than one Vice President, the Vice Presidents in the order
designated, or in the absence of any designation, then in the order of their
election) shall perform the duties of the President, and when so acting shall
have all the powers of, and be subject to all the restrictions upon, the
President. The Vice Presidents shall perform such other duties and have such
other powers as the Board of Directors may from time to time prescribe.
5.8 Chairman of the Board. If the Directors shall appoint a Chairman
of the Board, the Chairman shall, when present, preside at all meetings of the
Board of Directors and shall perform such other duties and have such other
powers as may be vested in the Chairman by the Board of Directors.
5.9 Secretary. The Secretary shall attend all meetings of the Board of
Directors and all meetings of the shareholders, and shall record all the
proceedings of the meetings of the shareholders and of the Board of Directors in
a book to be kept for that purpose, and shall perform like duties for the
standing committees, when required. The Secretary shall give, or cause to be
given, notice of all meetings of the shareholders and special meetings of the
Board of Directors, and shall perform such other duties as may be prescribed by
the Board of Directors or by the President, under whose supervision the
Secretary shall be. The Secretary shall have custody of the corporate seal of
the Corporation, and the Secretary, or an Assistant Secretary, shall have
authority to affix the same to any instrument requiring it, and when so affixed
it may be attested by the signature of the Secretary or by the signature of such
Assistant Secretary. The Board of Directors may give general authority to any
other officer to affix the seal of the Corporation and to attest the affixing by
such officer's signature. The Secretary or an Assistant
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Secretary may also attest all instruments signed by the chairman of the board,
the President or any Vice President.
5.10 Assistant Secretary. The Assistant Secretary, or if there be more
than one, the Assistant Secretaries in the order determined by the Board of
Directors (or if there shall have been no such determination, then in the order
of their election), shall, in the absence of the Secretary or in the event of
the Secretary's inability or refusal to act, perform the duties and exercise the
powers of the Secretary, and shall perform such other duties and have such other
powers as the Board of Directors may from time to time prescribe.
5.11 Treasurer.
5.11.1 Duties. The Treasurer shall have the custody of the corporate
funds and securities and shall keep full and accurate accounts of receipts and
disbursements in books belonging to the Corporation, and shall deposit all
moneys and other valuable effects in the name and to the credit of the
Corporation in such depositories as may be designated by the Board of Directors.
The Treasurer shall disburse the funds of the Corporation as ordered by the
Board of Directors, taking proper vouchers for such disbursements, and shall
render to the President, and to the Board of Directors at its regular meetings,
or when the Board of Directors so requires, an account of all transactions as
Treasurer and of the financial condition of the Corporation.
5.11.2 Bond. If required by the Board of Directors, the Treasurer
shall give the Corporation a bond in such sum and with such surety or sureties
as shall be satisfactory to the Board of Directors for the faithful performance
of the duties of the Treasurer's office and for the restoration to the
Corporation, in case of the Treasurer's death, resignation, retirement or
removal from office, of all books, papers, vouchers, money and other property of
whatever kind, in the Treasurer's possession or under the Treasurer's control
and belonging to the Corporation.
5.12 Assistant Treasurer. The Assistant Treasurer, or if there shall
be more than one, the Assistant Treasurers in the order determined by the Board
of Directors (or if there shall have been no such determination, then in the
order of their election), shall, in the absence of the Treasurer or in the event
of the Treasurer's inability or refusal to act, perform the duties and exercise
the powers of the Treasurer, and shall perform such other duties and have such
other powers as the Board of Directors may from time to time prescribe.
VI. CAPITAL STOCK
6.1 Certificates of Stock. The shares of the Corporation shall be
represented by Certificates. Every holder of stock shall be entitled to have a
certificate signed by, or in the name of the Corporation by the Chairman or Vice
Chairman of the Board of Directors, or the President or Vice President, and by
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the Treasurer and/or Assistant Treasurer, or the Secretary or an Assistant
Secretary of such Corporation representing the number of shares registered in
certificate form. Any or all of the signatures on the certificate may be a
facsimile. In case any officer, transfer agent or registrar whose signature or
facsimile signature appears on a certificate shall have ceased to be such
officer, transfer agent or registrar before such certificate is issued, it may
be issued by the Corporation with the same effect as if such person were such
officer, transfer agent or registrar at the date of issue.
6.2 Lost Certificates. The Board of Directors may direct a new
certificate or certificates of stock to be issued in place of any certificate or
certificates theretofore issued by the Corporation and alleged to have been
lost, stolen or destroyed, upon the making of an affidavit of that fact by the
person claiming that the certificate of stock has been lost, stolen or
destroyed. When authorizing such issuance of a new certificate or certificates,
the Board of Directors may, in its discretion and as a condition precedent to
the issuance thereof, require the owner of such lost, stolen or destroyed
certificate or certificates, or such owner's legal representative, to advertise
the same in such manner as the Board shall require and/or to give the
Corporation a bond, in such sum as the Board may direct, as indemnity against
any claim that may be made against the Corporation on account of the certificate
alleged to have been lost, stolen or destroyed or on account of the issuance of
such new certificate.
6.3 Transfers. The transfer of stock and certificates that represent
the stock shall be effected in accordance with the laws of the State of
Connecticut. Any restriction on the transfer of a security imposed by the
Corporation shall be noted conspicuously or referred to on the security.
6.4 Fixing Record Date. In order that the Corporation may determine the
shareholders entitled to notice of, or to vote at, any meeting of shareholders
or any adjournment thereof, or to express consent to corporate action in writing
without a meeting, or entitled to receive payment of any dividend or other
distribution or allotment of any rights, or entitled to exercise any rights in
respect of any change, conversion or exchange of stock or for the purpose of any
other lawful action, the Board of Directors may fix, in advance, a record date,
which shall not be more than seventy nor less than ten days before the date of
such meeting, nor more than seventy days prior to any other action. If no record
date is fixed for the determination of shareholders entitled to notice of or to
vote at a meeting or of shareholders entitled to receive payment of a
distribution, the date on which notice of the meeting is mailed or the date on
which the resolution of the Board of Directors declaring such distribution is
adopted, as the case may be, shall be the record date for such determination of
shareholders. A determination of shareholders of record entitled to notice of,
or to vote at, a meeting of shareholders shall apply to any adjournment of the
meeting; provided, however, that the Board of Directors may fix a new record
date for the adjourned meeting. The Board of
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Directors shall fix a new record date if the meeting is adjourned to a date more
than 120 days after the date fixed for the original meeting.
6.5 Registered Shareholders. The Corporation shall be entitled to
recognize the exclusive right of a person registered on its books as the owner
of shares to receive dividends, to receive notifications, to vote as such owner,
and to exercise all the rights and powers of an owner; and the Corporation shall
not be bound to recognize any equitable or other claim to or interest in such
share or shares on the part of any other person, whether or not it shall have
express or other notice thereof, except as otherwise provided by the laws of the
State of Connecticut.
VII. INSURANCE
The Corporation may purchase and maintain insurance on behalf of an
individual who is a director, officer, employee or agent of the Corporation, or
who, while a director, officer, employee or agent of the Corporation, serves at
the Corporation's request as a director, officer, partner, trustee, employee or
agent of another domestic or foreign corporation, partnership, joint venture,
trust, employee benefit plan or other entity, against liability asserted against
or incurred by such person in that capacity or arising from that person's status
as a director, officer, employee or agent, whether or not the Corporation would
have the power to indemnify or advance expenses to such person against the same
liability under the Connecticut Business Corporation Act, as amended.
VIII. GENERAL PROVISIONS
8.1 Dividends. Dividends upon the capital stock of the Corporation,
subject to the provisions of the Certificate of Incorporation and the laws of
the State of Connecticut, may be declared by the Board of Directors at any
regular or special meeting. Dividends may be in cash, in property, or in shares
of the Corporation's capital stock, subject to the provisions, if any, of the
Certificate of Incorporation.
8.2 Reserves. The Directors of the Corporation may set apart, out of
the funds of the Corporation available for dividends, a reserve or reserves for
any proper purpose and may abolish any such reserve.
8.3 Execution of Instruments. All checks or demands for money and
notes of the Corporation shall be signed by such officer or officers or such
other person or persons as the Board of Directors may from time to time
designate.
8.4 Fiscal Year. The fiscal year of the Corporation shall be fixed by
resolution of the Board of Directors.
8.5 Seal. The corporate seal shall have inscribed thereon the name of
the Corporation, the year of its organization and the words "Corporate Seal,
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Connecticut." The seal may be used by causing it or a facsimile thereof to be
impressed or affixed or otherwise reproduced.
8.6 Execution of Instruments. All deeds, leases, transfers, contracts,
bonds, notes and other obligations to be entered into by the Corporation in the
ordinary course of its business without Board of Directors' action may be
executed on behalf of the Corporation by the Chairman of the Board, the
President, the Treasurer or any other officer, employee or agent of the
Corporation, as the Board of Directors may authorize by general or specific
vote.
8.7 Voting of Securities. The Chairman of the Board, the President,
the Treasurer or any other officer, employer or agent of the Corporation, as the
Board of Directors may authorize by general or specific vote, may waive notice
of and act on behalf of the Corporation, or appoint another person or persons to
waive notice of and act as proxy or attorney in fact for the Corporation with or
without discretionary power and/or power of substitution at any meeting of
stockholders or shareholders of any other organization, any securities of which
are held by the Corporation.
IX. AMENDMENTS
These By-Laws may be altered, amended or repealed and new by-laws may
be adopted by the vote of a majority of the Board of Directors, except as
otherwise required by statute, by the Certificate of Incorporation, or by these
By-Laws.
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