FEDERAL STOCK BYLAWS
REVERE FEDERAL BANK
ARTICLE I - Home Office
The home office of Revere Federal Bank (the "Bank") shall be located in
Revere, County of Suffolk, Commonwealth of Massachusetts.
ARTICLE II - STOCKHOLDERS
SECTION 1. PLACE OF MEETINGS. All annual and special meetings of
stockholders shall be held at the home office of the Bank or at such other place
in the Commonwealth of Massachusetts as the board of directors may determine.
SECTION 2. ANNUAL MEETING. A meeting of the stockholders of the Bank for
the election of directors and for the transaction of any other business of the
Bank shall be held annually within 150 days after the end of the Bank's fiscal
year on the third Wednesday in January, if not a legal holiday, and if a legal
holiday, then on the next day following which is not a legal holiday, at 3:00
p.m., local time, or at such other date and time within such 150-day period as
the board of directors may determine.
SECTION 3. SPECIAL MEETINGS. Special meetings of the stockholders for any
purpose or purposes, unless otherwise prescribed by the regulations of the
Office of Thrift Supervision ("Office") or the Federal Stock Charter of the
Bank, may be called at any time by the chairman of the board, the president, or
a majority of the board of directors, and shall be called by the chairman of the
board, the president, or the secretary upon the written request of the holders
of not less than one-tenth of all of the outstanding capital stock of the Bank
entitled to vote at the meeting. Such written request shall state the purpose or
purposes of the meeting and shall be delivered to the home office of the Bank
addressed to the chairman of the board, the president, or the secretary.
SECTION 4. CONDUCT OF MEETINGS. The board of directors shall designate,
when present, either the chairman of the board or president to preside at such
meetings. The chairman of any annual or special meeting of the members shall,
unless prescribed by law or regulation, determine the order of the business and
the procedure at the meeting, including such regulation of the manner of voting
and the conduct of discussion as he or she shall deem appropriate.
SECTION 5. NOTICE OF MEETINGS. Written notice stating the place, day, and
hour of the meeting and the purpose(s) for which the meeting is called shall be
delivered not fewer than 20 nor more than 50 days before the date of the
meeting, either personally or by mail, by or at the direction of the chairman of
the board, the president, or the secretary, or the directors calling the
meeting, to each stockholder of record entitled to vote at such meeting. If
mailed, such notice shall be deemed to be delivered when deposited in the mail,
addressed to the stockholder at the
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address as it appears on the stock transfer books or records of the Bank as of
the record date prescribed in Section 6 of this Article II with postage thereon
prepaid. When any stockholders' meeting, either annual or special, is adjourned
for 30 days or more, notice of the adjourned meeting shall be given as in the
case of an original meeting. It shall not be necessary to give any notice of the
time and place of any meeting adjourned for less than 30 days or of the business
to be transacted at the meeting, other than an announcement at the meeting at
which such adjournment is taken.
SECTION 6. FIXING OF RECORD DATE. For the purpose of determining
stockholders entitled to notice of or to vote at any meeting of stockholders or
any adjournment, or stockholders entitled to receive payment of any dividend, or
in order to make a determination of stockholders for any other proper purpose,
the board of directors shall fix in advance a date as the record date for any
such determination of stockholders. Such date in any case shall be not more than
60 days and, in case of a meeting of stockholders, not fewer than 10 days prior
to the date on which the particular action, requiring such determination of
stockholders, is to be taken. When a determination of stockholders entitled to
vote at any meeting of stockholders has been made as provided in this Section,
such determination shall apply to any adjournment thereof.
SECTION 7. VOTING LIST. At least 20 days before each meeting of the
stockholders, the officer or agent having charge of the stock transfer books for
shares of the Bank shall make a complete list of the stockholders entitled to
vote at such meeting, or any adjournment thereof, arranged in alphabetical
order, with the address and the number of shares held by each. This list of
stockholders shall be kept on file at the home office of the Bank and shall be
subject to inspection by any stockholder at any time during usual business hours
for a period of 20 days prior to such meeting. Such list shall also be produced
and kept open at the time and place of the meeting and shall be subject to
inspection by any stockholder during the entire time of the meeting. The
original stock transfer book shall constitute prima facie evidence of the
stockholders entitled to examine such list or transfer books or to vote at any
meeting of stockholders.
In lieu of making the stockholders list available for inspection by
stockholders as provided in the preceding paragraph, the board of directors may
elect to follow the procedures prescribed in the Office's regulations as now or
hereafter in effect.
SECTION 8. QUORUM. A majority of the outstanding shares of the Bank
entitled to vote, represented in person or by proxy, shall constitute a quorum
at a meeting of stockholders. If less than a majority of the outstanding shares
is represented at a meeting, a majority of the shares so represented may adjourn
the meeting from time to time without further notice. At such adjourned meeting
at which a quorum shall be present or represented, any business may be
transacted which might have been transacted at the meeting as originally
notified. The stockholders present at a duly organized meeting may continue to
transact business until adjournment, notwithstanding the withdrawal of enough
stockholders to constitute less than a quorum. If a quorum is present, the
affirmative vote of the majority of the shares represented at
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the meeting and entitled to vote on the subject matter shall be the act of
shareholders, unless the vote of a greater number of shareholders voting
together or voting by classes is required by law or the Charter. Directors,
however, are elected by a plurality of the votes coast at an election of
directors.
SECTION 9. PROXIES. At all meetings of stockholders, a stockholder may vote
by proxy executed in writing by the stockholder or by his or her duly authorized
attorney in fact. Proxies may be given telephonically or electronically as long
as the holder uses a procedure for verifying the identify of the shareholders.
Proxies solicited on behalf of the management shall be voted as directed by the
stockholder or, in the absence of such direction, as determined by a majority of
the board of directors. No proxy shall be valid more than eleven months from the
date of its execution except for a proxy coupled with an interest.
SECTION 10. VOTING OF SHARES IN THE NAME OF TWO OR MORE PERSONS. When
ownership stands in the name of two or more persons, in the absence of written
directions to the Bank to the contrary, at any meeting of the stockholders of
the Bank, any one or more of such stockholders may cast, in person or by proxy,
all votes to which such ownership is entitled. In the event an attempt is made
to cast conflicting votes, in person or by proxy, by the several persons in
whose names shares of stock stand, the vote or votes to which those persons are
entitled shall be cast as directed by a majority of those holding such stock and
present in person or by proxy at such meeting, but no votes shall be cast for
such stock if a majority cannot agree.
SECTION 11. VOTING OF SHARES OF CERTAIN HOLDERS. Shares standing in the
name of another corporation may be voted by any officer, agent, or proxy as the
bylaws of such corporation may prescribe, or, in the absence of such provision,
as the board of directors of such corporation may determine. Shares held by an
administrator, executor, guardian, or conservator may be voted by him or her,
either in person or by proxy, without a transfer of such shares into his or her
name. Shares held in trust in an IRA or Keogh Account, however, may be voted by
the Bank if no other instructions are received. Shares standing in the name of a
trustee may be voted by him or her, either in person or by proxy, but no trustee
shall be entitled to vote shares held by him or her without a transfer of such
shares into his or her name. Shares standing in the name of a receiver may be
voted by such receiver, and shares held by or under the control of a receiver
may be voted by such receiver without the transfer thereof into his name if
authority to do so is contained in an appropriate order of the court or other
public authority by which such receiver was appointed.
A stockholder whose shares are pledged shall be entitled to vote such
shares until the shares have been transferred into the name of the pledgee, and
thereafter the pledgee shall be entitled to vote the shares so transferred.
Neither treasury shares of its own stock held by the Bank nor shares held
by another corporation, if a majority of the shares entitled to vote for the
election of directors of such other corporation are held by the Bank, shall be
voted at any meeting, or counted in determining the total number of outstanding
shares at any given time for purposes of any meeting.
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SECTION 12. INSPECTORS OF ELECTION. In advance of any meeting of
stockholders, the board of directors may appoint any persons other than nominees
for office as inspectors of election to act at such meeting or any adjournment
thereof. The number of inspector shall be either one or three. Any such
appointment shall not be altered at the meeting. If inspectors of election are
not so appointed, the chairman of the board or the president may, or on the
request of not fewer than 10 percent of the votes represented at the meeting
shall, make such appointment at the meeting. If appointed at the meeting, the
majority of the votes present shall determine whether one or three inspectors
are to be appointed. In case any person appointed as inspector fails to appear
or fails or refuses to act, the vacancy may be filled by appointment by the
board of directors in advance of the meeting or at the meeting by the chairman
of the board or the president.
Unless otherwise prescribed by regulations of the Office, the duties of
such inspectors shall include: determining the number of shares of stock and the
voting power of each share, the shares represented at the meeting, the existence
of a quorum, and the authenticity, validity and effect of proxies; receiving
votes, ballots, or consents; hearing and determining all challenges and
questions in any way arising in connection with the rights to vote; counting and
tabulating all votes or consents; determining the result; and such acts as may
be proper to conduct the election or vote with fairness to all stockholders.
SECTION 13. NOMINATING COMMITTEE. The board of directors shall act as a
nominating committee for selecting the management nominees for election as
directors. Except in the case of a nominee substituted as a result of the death
or other incapacity of a management nominee, the nominating committee shall
deliver written nominations to the secretary at the principal executive offices
of the Bank at least 20 days prior to the date of the annual meeting. Upon
delivery, such nominations shall be posted in a conspicuous place in each office
of the Bank. No nominations for director except those made by the nominating
committee shall be voted upon at the annual meeting unless other nominations by
stockholders are made in writing and delivered to the secretary at the principal
executive offices of the Bank at least five (5) days prior to the date of the
annual meeting. Such stockholder's notice shall set forth (a) as to each person
whom the stockholder proposes to nominate for election or reelection as a
director, (i) the name, age, business address and residence address of such
person, (ii) the principal occupation or employment of such person, and (iii)
such person's written consent to serve as a director, if elected; and (b) as to
the stockholder giving the notice (i) the name and address of such stockholder
and (ii) the class and number of shares of the Bank which are owned of record by
such stockholder. At the request of the board of directors, any person nominated
by the board of directors for election as a director shall furnish to the
secretary that information required to be set forth in a stockholder's notice of
nomination which pertains to the nominee together with the required written
consents. Upon delivery, such nominations shall be posted in a conspicuous place
in each office of the Bank. Ballots bearing the names of all the persons
nominated by the nominating committee and by stockholders shall be provided for
use at the annual meeting. However, if the nominating committee shall fail or
refuse to act at least 20 days prior to the annual meeting, nominations for
directors may be made at the annual meeting by any stockholder entitled to vote
and shall be voted upon.
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SECTION 14. NEW BUSINESS. At an annual meeting of stockholders, only such
business shall be conducted, and only such proposals shall be acted upon, as
shall have been properly brought before the meeting. For any business proposed
by management to be properly brought before the annual meeting, such business
shall be approved by the board of directors, either directly or through its
approval of proxy solicitation materials related thereto, and shall be stated in
writing and filed with the secretary at least 5 days before the date of the
annual meeting, and all business so stated, proposed and filed shall be
considered at the annual meeting. Any stockholder may make any other proposal at
the annual meeting and the same may be discussed and considered but unless
stated in writing and filed with the secretary at least 5 days before the
meeting, such proposal shall be laid over for action at an adjourned, special or
annual meeting of the stockholders taking place 30 days or more thereafter. A
stockholder's notice to the secretary shall set forth as to each matter the
stockholder proposes to bring before the annual meeting (a) a brief description
of the proposal desired to be brought before the annual meeting, (b) the
business, as well as the name and address of such stockholder and the class and
number of shares of the Bank which are owned of record by such stockholder.
SECTION 15. INFORMAL ACTION BY STOCKHOLDERS. Any action required to be
taken at a meeting of the stockholders, or any other action which may be taken
at a meeting of the stockholders, may be taken without a meeting if consent in
writing, setting forth the action so taken, shall be given by all of the
stockholders entitled to vote with respect to the subject matter thereof.
ARTICLE III - BOARD OF DIRECTORS
SECTION 1. GENERAL POWERS. The business and affairs of the Bank shall be
under the direction of its board of directors. The board of directors shall
annually elect a chairman of the board and a president from among its members
and shall designate, when present, either the chairman of the board or the
president to preside at its meetings.
SECTION 2. NUMBER AND TERM. The board of directors shall consist of eight
members and shall be divided into three classes as nearly equal in number as
possible. The members of each class shall be elected for a term of three years
and until their successors are elected and qualified. One class shall be elected
by ballot annually.
SECTION 3. REGULAR MEETINGS. A regular meeting of the board of directors
shall be held without other notice than this bylaw immediately after, and at the
same place as, the annual meeting of stockholders. The board of directors may
provide, by resolution, the time and place, within the Bank's normal lending
territory, for the holding of additional regular meetings without other notice
than such resolution. Directors may participate in special meetings by means of
conference telephone or similar communications equipment by which all persons
participating in the meeting can hear each other. Such participation shall
constitute presence in person for all purposes.
SECTION 4. QUALIFICATION. Each director shall at all times be the
beneficial owner of not less than 100 shares of capital stock of the Bank unless
the Bank is a wholly owned subsidiary of a holding company.
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SECTION 5. SPECIAL MEETINGS. Special meetings of the board of directors may
be called by or at the request of the chairman of the board, the president, or
one-third of the directors. The persons authorized to call special meetings of
the board of directors may fix any place, within the Bank's normal lending
territory, as the place for holding any special meeting of the board of
directors called by such persons.
Members of the board of directors may participate in special meetings by
means of conference telephone or similar communications equipment by which all
persons participating in the meeting can hear each other. Such participation
shall constitute presence in person but shall not constitute attendance for the
purpose of compensation pursuant to Section 12 of this Article.
SECTION 6. NOTICE. Written notice of any special meeting shall be given to
each director at least twenty-four (24) hours prior thereto when delivered
personally or by telegram or at least five days prior thereto when delivered by
mail at the address at which the director is most likely to be reached. Such
notice shall be deemed to be delivered when deposited in the mail so addressed,
with postage thereon prepaid if mailed or when delivered to the telegraph
company if sent by telegram. Any director may waive notice of any meeting by a
writing filed with the secretary. The attendance of a director at a meeting
shall constitute a waiver of notice of such meeting, except where a director
attends a meeting for the express purpose of objecting 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 meeting of the board of
directors need be specified in the notice or waiver of notice of such meeting.
SECTION 7. QUORUM. A majority of the number of directors fixed by Section 2
of this Article III shall constitute a quorum for the transaction of business at
any meeting of the board of directors; but if less than such majority is present
at a meeting, a majority of the directors present may adjourn the meeting from
time to time. Notice of any adjourned meeting shall be given in the same manner
as prescribed by Section 6 of this Article III.
SECTION 8. MANNER OF ACTING. The act of the majority of the directors
present at a meeting at which a quorum is present shall be the act of the board
of directors, unless a greater number is prescribed by regulation of the Office
or by these bylaws.
SECTION 9. ACTION WITHOUT A MEETING. Any action required or permitted to be
taken by the board of directors at a meeting may be taken without a meeting if a
consent in writing, setting forth the action so taken, shall be signed by all of
the directors.
SECTION 10. RESIGNATION. Any director may resign at any time by sending a
written notice of such resignation to the home office of the Bank addressed to
the chairman of the board or the president. Unless otherwise specified, such
resignation shall take effect upon receipt thereof by the chairman of the board
or the president. More than three consecutive absences from regular meetings of
the board of directors, unless excused by resolution of the board of directors,
shall automatically constitute a resignation, effective when such resignation is
accepted by the board of directors.
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SECTION 11. VACANCIES. Any vacancy occurring on the board of directors may
be filled by the affirmative vote of a majority of the remaining directors
although less than a quorum of the board of directors. A director elected to
fill a vacancy shall be elected to serve until the next election of directors by
the stockholders. Any directorship to be filled by reason of an increase in the
number of directors may be filled by election by the board of directors for a
term of office continuing only until the next election of directors by the
stockholders.
SECTION 12. COMPENSATION. Directors, as such, may receive a stated salary
for their services. By resolution of the board of directors, a reasonable fixed
sum, and reasonable expenses of attendance, if any, may be allowed for actual
attendance at each regular or special meeting of the board of directors. Members
of either standing or special committees may be allowed such compensation for
actual attendance at committee meetings as the board of directors may determine.
SECTION 13. PRESUMPTION OF ASSENT. A director of the Bank who is present at
a meeting of the board of directors at which action on any bank matter is taken
shall be presumed to have assented to the action taken unless his or her dissent
or abstention shall be entered in the minutes of the meeting or unless he or she
shall file a written dissent to such action with the person acting as the
secretary of the meeting before the adjournment thereof or shall forward such
dissent by registered mail to the secretary of the Bank within five days after
the date a copy of the minutes of the meeting is received. Such right to dissent
shall not apply to a director who voted in favor of such action.
SECTION 14. REMOVAL OF DIRECTORS. At a meeting of stockholders called
expressly for that purpose, any director may be removed for cause by a vote of
the holders of a majority of the shares then entitled to vote at an election of
directors. Whenever the holders of the shares of any class are entitled to elect
one or more directors by the provisions of the charter or supplemental sections
thereto, the provisions of this Section shall apply, in respect to the removal
of a director or directors so elected, to the vote of the holders of the
outstanding shares of that class and not to the vote of the outstanding shares
as a whole.
ARTICLE IV - EXECUTIVE AND OTHER COMMITTEES
SECTION 1. APPOINTMENT. The board of directors, by resolution adopted by a
majority of the full board, may designate the chief executive officer and two or
more of the other directors to constitute an executive committee. The
designation of any committee pursuant to this Article IV and the delegation of
authority thereto shall not operate to relieve the board of directors, or any
director, of any responsibility imposed by law or regulation.
SECTION 2. AUTHORITY. The executive committee, when the board of directors
is not in session, shall have and may exercise all of the authority of the board
of directors, except to the extent, if any, that such authority shall be limited
by the resolution appointing the executive committee; and except also that the
executive committee shall not have the authority of the board of directors with
reference to: the declaration of dividends; the amendment of the charter or
bylaws of the Bank, or recommending to the stockholders a plan of merger,
consolidation, or
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conversion; the sale, lease, or other disposition of all or substantially all of
the property and assets of the Bank otherwise than in the usual and regular
course of its business; a voluntary dissolution of the Bank; a revocation of any
of the foregoing; or the approval of a transaction in which any member of the
executive committee, directly or indirectly, has any material beneficial
interest.
SECTION 3. TENURE. Subject to the provisions of Section 8 of this Article
IV, each member of the executive committee shall hold office until the next
regular annual meeting of the board of directors following his or her
designation and until a successor is designated as a member of the executive
committee.
SECTION 4. MEETINGS. Regular meetings of the executive committee may be
held without notice at such times and places as the executive committee may fix
from time to time by resolution. Special meetings of the executive committee may
be called by any member thereof upon not less than one day's notice stating the
place, date, and hour of the meeting, which notice may be written or oral. Any
member of the executive committee may waive notice of any meeting and no notice
of any meeting need be given to any member thereof who attends in person. The
notice of a meeting of the executive committee need not state the business
proposed to be transacted at the meeting.
SECTION 5. QUORUM. A majority of the members of the executive committee
shall constitute a quorum for the transaction of business at any meeting
thereof, and action of the executive committee must be authorized by the
affirmative vote of a majority of the members present at a meeting at which a
quorum is present.
SECTION 6. ACTION WITHOUT A MEETING. Any action required or permitted to be
taken by the executive committee at a meeting may be taken without a meeting if
a consent in writing, setting forth the action so taken, shall be signed by all
of the members of the executive committee.
SECTION 7. VACANCIES. Any vacancy in the executive committee may be filled
by a resolution adopted by a majority of the full board of directors.
SECTION 8. RESIGNATIONS AND REMOVAL. Any member of the executive committee
may be removed at any time with or without cause by resolution adopted by a
majority of the full board of directors. Any member of the executive committee
may resign from the executive committee at any time by giving written notice to
the president or secretary of the Bank. Unless otherwise specified thereon, such
resignation shall take effect upon its receipt; the acceptance of such
resignation shall not be necessary to make it effective.
SECTION 9. PROCEDURE. The executive committee shall elect a presiding
officer from its members and may fix its own rules of procedure which shall not
be inconsistent with these bylaws. It shall keep regular minutes of its
proceedings and report the same to the board of directors for its information at
the meeting thereof held next after the proceedings shall have occurred.
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SECTION 10. OTHER COMMITTEES. The board of directors may by resolution
establish an audit, loan, or other committee composed of directors as they may
determine to be necessary or appropriate for the conduct of the business of the
Bank and may prescribe the duties, constitution, and procedures thereof.
ARTICLE V - OFFICERS
SECTION 1. POSITIONS. The officers of the Bank shall be a president, one or
more vice presidents, a secretary, and a treasurer, each of whom shall be
elected by the board of directors. The board of directors also may designate the
chairman of the board as an officer. The president shall be the chief executive
officer, unless the board of directors designates the chairman of the board as
chief executive officer. The president shall be a director of the Bank. The
offices of the secretary and treasurer may be held by the same person and a vice
president may also be either the secretary or the treasurer. The board of
directors may designate one or more vice presidents as executive vice president
or senior vice president. The board of directors also may elect or authorize the
appointment of such other officers as the business of the Bank may require. The
officers shall have such authority and perform such duties as the board of
directors may from time to time authorize or determine. In the absence of action
by the board of directors, the officers shall have such powers and duties as
generally pertain to their respective offices.
SECTION 2. ELECTION AND TERM OF OFFICE. The officers of the Bank shall be
elected annually at the first meeting of the board of directors held after each
annual meeting of the stockholders. If the election of officers is not held at
such meeting, such election shall be held as soon thereafter as possible. Each
officer shall hold office until a successor has been duly elected and qualified
or until the officer's death, resignation, or removal in the manner hereinafter
provided. Election or appointment of an officer, employee, or agent shall not of
itself create contractual rights. The board of directors may authorize the Bank
to enter into an employment contract with any officer in accordance with
regulations of the Office; but no such contract shall impair the right of the
board of directors to remove any officer at any time in accordance with Section
3 of this Article V.
SECTION 3. REMOVAL. Any officer may be removed by the board of directors
whenever, in its judgment, the best interests of the Bank will be served
thereby, but such removal, other than for cause, shall be without prejudice to
any contractual rights, if any, of the person so removed.
SECTION 4. VACANCIES. A vacancy in any office because of death,
resignation, removal, disqualification, or otherwise, may be filled by the board
of directors for the unexpired portion of the term.
SECTION 5. REMUNERATION. The remuneration of the officers shall be fixed
from time to time by the board of directors.
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ARTICLE VI - CONTRACTS, LOANS, CHECKS, AND DEPOSITS
SECTION 1. CONTRACTS. To the extent permitted by regulations of the Office,
and except as otherwise prescribed by these bylaws with respect to certificates
for shares, the board of directors may authorize any officer, employee or agent
of the Bank to enter into any contract or execute and deliver any instrument in
the name of and on behalf of the Bank. Such authority may be general or confined
to specific instances.
SECTION 2. LOANS. No loans shall be contracted on behalf of the Bank and no
evidence of indebtedness shall be issued in its name unless authorized by the
board of directors. Such authority may be general or confined to specific
instances.
SECTION 3. CHECKS, DRAFTS, ETC. All checks, drafts, or other orders for the
payment of money, notes, or other evidences of indebtedness issued in the name
of the Bank shall be signed by one or more officers, employees, or agents of the
Bank in such manner as shall from time to time be determined by the board of
directors.
SECTION 4. DEPOSITS. All funds of the Bank not otherwise employed shall be
deposited from time to time to the credit of the Bank in any duly authorized
depositories as the board of directors may select.
ARTICLE VII - CERTIFICATES FOR SHARES AND THEIR TRANSFER
SECTION 1. CERTIFICATES FOR SHARES. Certificates representing shares of
capital stock of the Bank shall be in such form as shall be determined by the
board of directors and approved by the Office. Such certificates shall be signed
by the chief executive officer or by any other officer of the Bank authorized by
the board of directors, attested by the secretary or an assistant secretary, and
sealed with the corporate seal or a facsimile thereof. The signatures of such
officers upon a certificate may be facsimiles if the certificate is manually
signed on behalf of a transfer agent or a registrar, other than the Bank itself
or one of its employees. Each certificate for shares of capital stock shall be
consecutively numbered or otherwise identified. The name and address of the
person to whom the shares are issued, with the number of shares and date of
issue, shall be entered on the stock transfer books of the Bank. All
certificates surrendered to the Bank for transfer shall be cancelled and no new
certificate shall be issued until the former certificate for a like number of
shares has been surrendered and cancelled, except that in the case of a lost or
destroyed certificate, a new certificate may be issued upon such terms and
indemnity to the Bank as the board of directors may prescribe.
SECTION 2. TRANSFER OF SHARES. Transfer of shares of capital stock of the
Bank shall be made only on its stock transfer books. Authority for such transfer
shall be given only by the holder of record thereof or by his legal
representative, who shall furnish proper evidence of such authority, or by his
attorney thereunto authorized by a duly executed power of attorney and filed
with the Bank. Such transfer shall be made only on surrender for cancellation of
the certificate for such shares. The person in whose name the shares of capital
stock stand on the books of the Bank shall be deemed by the Bank to be the owner
for all purposes.
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ARTICLE VIII - FISCAL YEAR; ANNUAL AUDIT
The fiscal year of the Bank shall end on the 30th day of September of each
year. The Bank shall be subject to an annual audit as of the end of its fiscal
year by independent public accountants appointed by and responsible to the board
of directors. The appointment of such accountants shall be subject to annual
ratification by the stockholders.
ARTICLE IX - DIVIDENDS
Subject only to the terms of the Bank's charter and the regulations and
orders of the Office, the board of directors may, from time to time, declare,
and the Bank may pay, dividends on its outstanding shares of capital stock.
ARTICLE X - CORPORATE SEAL
The board of directors shall provide a Bank seal which shall be two
concentric circles between which shall be the name of the Bank. The year of
incorporation or an emblem may appear in the center.
ARTICLE XI - AMENDMENTS
These bylaws may be amended in a manner consistent with regulations of the
Office and shall be effective after: (i) approval of the amendment by a majority
vote of the authorized board of directors, or by a majority vote of the votes
cast by the stockholders of the Bank at any legal meeting, and (ii) receipt of
any applicable regulatory approval. If the Bank fails to meet its quorum
requirements, solely due to vacancies on the board, then the affirmative vote of
a majority of the sitting board will be required to amend the bylaws.
ARTICLE XII - AGE LIMITATIONS
(a) Directors. No person seventy (70) years of age or older shall be
eligible for election, reelection, appointment or reappointment to the Board. No
director shall serve as such beyond the annual meeting of the Bank immediately
following the expiration of the full term during which the director became
seventy (70) years of age. This age limitation does not apply to a director
emeritus.
(b) Officers. While the Bank is not an employer described in section 11(b)
of the Age Discrimination in Employment Act of 1967, as amended ("ADEA"), no
officer of the Bank, other than any officer who is seventy (70) years of age or
older as of the effective date of these bylaws, shall continue to serve as an
officer of the Bank beyond the end of the month in which his or her seventieth
(70th) birthday occurs; provided, however, that any such officer shall, to the
extent specifically authorized by contract approved by, or by resolution of, [a
majority] of the entire Board, be eligible to continue to serve as an officer of
the Bank on a year to year basis. While the Bank is an employer described in
section 11(b) of ADEA, no officer of the Bank, other than any officer who is
seventy (70) years of age or older as of the effective date of these bylaws,
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who is described in section 12(c) of ADEA shall continue to serve as an officer
of the Bank beyond the end of the month in which his or her seventieth (70th)
birthday occurs; provided, however, that any such officer shall, to the extent
specifically authorized by contract approved by, or by resolution of, a majority
of the entire Board, be eligible to continue to serve as an officer of the Bank
on a year to year basis.
ARTICLE XIII - INDEMNIFICATION
The Bank shall indemnify its directors, officers and employees in
accordance with the following requirements:
SECTION 1. DEFINITIONS AND RULES OF CONSTRUCTION. (a) The following
definitions apply for purposes of this Article XII:
(i) Action. The term "action" means any judicial or administrative
proceeding, or threatened proceeding, whether civil, criminal or otherwise,
including any appeal or other proceeding for review;
(ii) Court. The term "court" includes, without limitation, any court
to which or in which any appeal or any proceeding for review is brought.
(iii) Final judgment. The term "final judgment" means a judgment,
decree or order that is not appealable or as to which the period for appeal
has expired with no appeal taken.
(iv) Settlement. The term "settlement" includes entry of a judgment by
consent or confession or a plea of guilty or nolo contendere.
(b) References in this Article XII to any individual or other person,
including any savings bank, shall include legal representatives, successors and
assigns thereof.
SECTION 2. INDEMNIFICATION. Subject to Sections 3 and 7 of this Article
XII, the Bank shall indemnify any person against whom an action is brought or
threatened because that person is or was a director, officer or employee of the
Bank for:
(a) Any amount for which that person becomes liable under a judgment
in such action; and
(b) Reasonable costs and expenses, including reasonable attorney's
fees, actually paid or incurred by that person in defending or settling
such action, or in enforcing his or her rights under this Article XII if he
or she attains a favorable judgment in such enforcement action.
SECTION 3. REQUIREMENTS FOR INDEMNIFICATION. Indemnification shall be made
to such person under Section 2 of this Article XII only if:
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(a) Final judgment on the merits is in his or her favor; or
(b) In case of:
(i) settlement;
(ii) final judgment against him or her; or
(iii) final judgment in his or her favor, other than on the merits,
if a majority of the disinterested directors of the Bank determines that he
or she was acting in good faith within the scope of his or her employment
or authority as he or she could have reasonably perceived it under the
circumstances and for a purpose he or she could reasonably have believed
under the circumstances was in the best interests of the Bank or its
shareholders.
However, no indemnification shall be made unless the Bank gives the Office at
least 60 days notice of its intention to make such indemnification. Such notice
shall state the facts on which the action arose, the terms of any settlement and
any disposition of the matter by a court. Such notice, a copy thereof and a
certified copy of the resolution containing the required determination by the
Board shall be sent to the District Director of the Office, who shall promptly
acknowledge receipt thereof. The notice period shall run from the date of such
receipt. No such indemnification shall be made if the Director of the Office
advises the Bank in writing, within such notice period, of his or her objection
thereto.
SECTION 4. INSURANCE. The Bank may obtain insurance to protect it and its
directors, officers and employees from potential losses arising from claims
against any of them for alleged wrongful acts, or wrongful acts committed in
their capacity as directors, officers or employees. However, the Bank may not
obtain insurance that provides for payment of losses of any person incurred as a
consequence of his or her willful or criminal misconduct.
SECTION 5. PAYMENT OF EXPENSES. If a majority of the directors of the Bank
concludes that, in connection with an action, any person ultimately may become
entitled to indemnification under this Article XII, the directors may authorize
payment of reasonable costs and expenses, including reasonable attorneys' fees,
arising from the defense or settlement of such action. Nothing in this Section 5
shall prevent the directors of the Bank from imposing such conditions on a
payment of expenses as they deem warranted and in the interests of the Bank.
Before making advance payment of expenses under this Section 5, the Bank shall
obtain an agreement that the Bank will be repaid if the person on whose behalf
payment is made is later determined not to be entitled to such indemnification.
SECTION 6. EXCLUSIVENESS OF PROVISIONS. The Bank shall not indemnify any
person referred to in Section 2 of this Article XIII or obtain insurance
referred to in Section 4 of this Article XIII other than in accordance with this
Article XIII.
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SECTION 7. STATUTORY LIMITATION. The indemnification provided for in
Section 2 of this Article XIII is subject to and qualified by 12 U.S.C.
ss.1821(k).
SECTION 8. SUBSEQUENT LEGISLATION OR REGULATION. If law and regulations
thereunder applicable to federal stock savings banks are amended to expand the
indemnification permitted to directors and officers of the Bank, then the Bank
shall indemnify such persons to the extent permitted by such applicable law and
regulations, as so amended.
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