3.6 BYLAWS OF REVERE, M.H.C.
MUTUAL HOLDING COMPANY BYLAWS
REVERE, M.H.C.
SECTION 1. ANNUAL MEETING OF MEMBERS. The annual meeting of the members of
Revere, M.H.C. (the "Mutual Company") for the election of directors and for the
transaction of any other business of the Mutual Company shall be held, as
designated by the board of directors, at a location within the Commonwealth of
Massachusetts at 3:00 p.m., local time, on the third Wednesday in January of
each calendar year, if not a legal holiday, or if a legal holiday, then on the
next succeeding day not a legal holiday. The annual meeting may be held at such
other times on such day or at such other place in the Commonwealth of
Massachusetts as the board of directors may determine. At each annual meeting,
the officers shall make a full report of the financial condition of the Mutual
Company and of its progress for the preceding year and shall outline a program
for the succeeding year.
SECTION 2. SPECIAL MEETINGS OF MEMBERS. Special meetings of the members of
the Mutual Company may be called at any time by the president or the board of
directors and shall be called by the president, a vice president, or the
secretary upon the written request of members of record, holding in the
aggregate at least one-tenth of the capital of the Mutual Company. Such written
request shall state the purpose of the meeting and shall be delivered at the
principal place of business of the Mutual Company addressed to the president.
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 such meeting, including such regulation of the manner of voting and
the conduct of discussion as he or she shall deem appropriate.
SECTION 3. NOTICE OF MEETING OF MEMBERS.
(a) Notice of each annual meeting shall be either published once a week for
the two successive calendar weeks (in each instance on any day of the week)
immediately prior to the week in which such annual meeting shall convene, in a
newspaper printed in the English language and of general circulation in the city
or county in which the principal place of business of the Mutual Company is
located, or mailed postage prepaid at least 15 days and not more than 45 days
prior to the date on which such annual meeting shall convene, to each of its
members of record at the last address appearing on the books of the Mutual
Company. Such notice shall state the name of the Mutual Company, the place of
the annual meeting, the date and time when it shall convene, and the matters to
be considered. A similar notice shall be posted in a conspicuous place in each
of the offices of the Mutual Company during the 14 days immediately preceding
the date on which such annual meeting shall convene. If any member, in person or
by authorized attorney, shall waive in writing notice of any annual meeting of
members, notice thereof need not be given to such member.
(b) Notice of each special meeting shall be either published once a week
for the two consecutive calendar weeks (in each instance on any day of the week)
immediately prior to the week in which such special meeting shall convene, in a
newspaper printed in the English language and of general circulation in the city
or county in which the principal place of business
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of the Mutual Company is located, or mailed postage prepaid at least 15 days and
not more than 45 days prior to the date on which such special meeting shall
convene to each of its members of record at the member's last address appearing
on the books of the Mutual Company. Such notice shall state the name of the
Mutual Company, the purpose(s) for which the meeting is called, the place of the
special meeting and the date and time when it shall convene. A similar notice
shall be posted in a conspicuous place in each of the offices of the Mutual
Company during the 14 days immediately preceding the date on which such special
meeting shall convene. If any member, in person or by authorized attorney, shall
waive in writing notice of any special meeting of members, notice thereof need
not be given to such member.
SECTION 4. FIXING OF RECORD DATE. For the purpose of determining members
entitled to notice of or to vote at any meeting of members or any adjournment
thereof, or in order to make a determination of members for any other proper
purpose, the board of directors shall fix in advance a record date for any such
determination of members. Such date shall be not more than 60 days nor fewer
than 10 days prior to the date on which the action, requiring such determination
of members, is to be taken. The members entitled to participate in any such
action shall be the members of record on the books of the Mutual Company on such
record date. The number of votes which each member shall be entitled to cast at
any meeting of the members shall be determined from the books of the Mutual
Company as of such record date. Any member as of such record date who ceases to
be a member prior to such meeting shall not be entitled to vote at that meeting.
SECTION 5. VOTING BY PROXY. Voting at any annual or special meeting of the
members may be by proxy pursuant to the rules and regulations of the Office of
Thrift Supervision ("Office"), provided, that no proxies shall be voted at any
meeting unless such proxies shall have been placed on file with the secretary of
the Mutual Company, for verification, prior to the convening of such meeting.
All proxies with a term greater than eleven months or solicited at the expense
of the Mutual Company must run to the board of directors as a whole, or to a
committee appointed by a majority of such board.
SECTION 6. COMMUNICATION BETWEEN MEMBERS. Communication between members
shall be subject to any applicable rules or regulations of the Office.
SECTION 7. NUMBER OF DIRECTORS. The number of directors of the Mutual
Company shall be eight.
SECTION 8. MEETINGS OF THE BOARD. The board of directors shall meet
regularly without notice at the principal place of business of the Mutual
Company at least once each month at an hour and date fixed by resolution of the
board, provided that the place of meeting may be changed by the directors.
Special meetings of the board may be held at any place specified in a notice of
such meeting and shall be called by the secretary upon the written request of
the chairman or of three directors. All special meetings shall be held upon at
least 24 hours written notice to each director unless notice is waived in
writing before or after such meeting. Such notice shall state the place, date,
time and purposes of such meeting. A majority of the authorized directors shall
constitute a quorum for the transaction of business. The act of a majority of
the
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directors present at any meeting at which there is a quorum shall be the act of
the board. Action may be taken without a meeting if unanimous written consent is
obtained for such action. The meetings shall be under the direction of a
chairman, appointed annually by the board, or in the absence of the chairman,
the meetings shall be under the direction of the president.
SECTION 9. OFFICERS, EMPLOYEES AND AGENTS. Annually at the meeting of the
board of directors of the Mutual Company next following the annual meeting of
the members of the Mutual Company, the board shall elect a president, one or
more vice presidents, a secretary, and treasurer; provided, that the offices of
president and secretary may not be held by the same person and a vice president
may also be the treasurer. The board may appoint such additional officers,
employees, and agents as it may from time to time determine. The term of office
of all officers shall be one year or until their respective successors are
elected and qualified; but any officer may be removed at any time by the board.
In the absence of designation from time to time of powers and duties by the
board, the officers shall have such powers and duties as generally pertain to
their respective offices.
SECTION 10. RESIGNATION OR REMOVAL OF DIRECTORS. Any director may resign at
any time by sending a written notice of such resignation to the office of the
Mutual Company delivered to the secretary. Unless otherwise specified therein
such resignation shall take effect upon receipt by the secretary. More than
three consecutive absences from regular meetings of the board, unless excused by
resolution of the board, shall automatically constitute a resignation, effective
when such resignation is accepted by the board.
At a meeting of members called expressly for that purpose, directors or the
entire board may be removed, only with cause, by a vote of the holders of a
majority of the shares then entitled to vote at an election of directors.
SECTION 11. POWERS OF THE BOARD. The board of directors shall have the
power:
(a) By resolution, to appoint from among its members and remove an
executive committee, which committee shall have and may exercise the powers of
the board between the meetings of the board, but no such committee shall have
the authority of the board to amend the charter or bylaws, adopt a plan of
merger, consolidation, dissolution, or provide for the disposition of all or
substantially all the property and assets of the Mutual Company. Such committee
shall not operate to relieve the board, or any member thereof, of any
responsibility imposed by law;
(b) To appoint and remove by resolution the members of such other
committees as may be deemed necessary and prescribe the duties thereof;
(c) To fix the compensation of directors, officers, and employees; and to
remove any officer or employee at any time with or without cause; and
(d) To exercise any and all of the powers of the Mutual Company not
expressly reserved by the charter to the members.
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SECTION 12. EXECUTION OF INSTRUMENTS, GENERALLY. All documents and
instruments or writings of any nature shall be signed, executed, verified,
acknowledged, and delivered by such officers, agents, or employees of the Mutual
Company or any one of them and in such manner as from time to time may be
determined by resolution of the board. All notes, drafts, acceptances, checks,
endorsements, and all evidences of indebtedness of the Mutual Company whatsoever
shall be signed by such officer or officers or such agent or agents of the
Mutual Company and in such manner as the board may from time to time determine.
Endorsements for deposit to the credit of the Mutual Company in any of its duly
authorized depositories shall be made in such manner as the board may from time
to time determine. Proxies to vote with respect to shares or accounts of other
associations or stock of other corporations owned by, or standing in the name
of, the Mutual Company may be executed and delivered from time to time on behalf
of the Mutual Company by the president or a vice president and the secretary or
an assistant secretary of the Mutual Company or by any other persons so
authorized by the board.
SECTION 13. NOMINATING COMMITTEE. The chairman, at least 30 days prior to
the date of each annual meeting, shall appoint a nominating committee of three
persons who are members of the Mutual Company. Such committee shall make
nominations for directors in writing and deliver to the secretary such written
nominations at least 15 days prior to the date of the annual meeting, which
nominations shall then be posted in a prominent place in the principal place of
business for the 15-day period prior to the date of the annual meeting. Provided
such committee is appointed and makes such nominations, no nominations for
directors except those made by the nominating committee shall be voted upon at
the annual meeting unless other nominations by members are made in writing and
delivered by the secretary of the Mutual Company at least 10 days prior to the
date of the annual meeting, which nominations shall then be posted in a
prominent place in the principal place of business for the 10-day period prior
to the date of the annual meeting. Ballots bearing the names of all persons
nominated by the nominating committee and by other members prior to the annual
meeting shall be provided for use by the members at the annual meeting. If at
any time the chairman shall fail to appoint such nominating committee, or the
nominating committee shall fail or refuse to act at least 15 days prior to the
annual meeting, nominations for directors may be made at the annual meeting by
any member and shall be voted upon.
SECTION 14. NEW BUSINESS. Any new business to be taken up at the annual
meeting, including any proposal to increase or decrease the number of directors
of the Mutual Company, shall be stated in writing and filed with the secretary
of the Mutual Company at least 30 days before the date of the annual meeting,
and all business so stated, proposed, and filed shall be considered at the
annual meeting; but no other proposal shall be acted upon at the annual meeting.
Any member 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 30 days before the meeting, such proposal shall be laid over for
action at an adjourned, special, or regular meeting of the members taking place
at least 30 days thereafter. This provision shall not prevent the consideration
and approval or disapproval at the annual meeting of the reports of officers and
committees, but in connection with such reports no new business shall be acted
upon at such annual meeting unless stated and filed as herein provided.
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SECTION 15. SEAL. The seal shall be two concentric circles between which
shall be the name of the Mutual Company. The year of incorporation, the word
"incorporated," or an emblem may appear in the center.
SECTION 16. AMENDMENT. Adoption of any bylaw amendment pursuant to the
Office's regulations, as long as consistent with applicable law, rules and
regulations, and which adequately addresses the subject and purpose of the
stated bylaw section, shall be effective upon filing with the Office in
accordance with the regulatory procedures after such amendment has been approved
by a two-thirds affirmative vote of the authorized board, or by a vote of the
members of the Mutual Company.
SECTION 17. 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 Mutual Company
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 Mutual Company 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 Mutual Company, 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 Mutual Company 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 Mutual Company on a year to
year basis. While the Mutual Company is an employer described in section 11(b)
of ADEA, no officer of the Mutual Company, other than any officer who is seventy
(70) years of age or older as of the effective date of these bylaws, who is
described in section 12(c) of ADEA shall continue to serve as an officer of the
Mutual Company 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
Mutual Company on a year to year basis.
SECTION 18. INDEMNIFICATION. The Mutual Company shall indemnify its
directors, officers and employees to the fullest extent permitted by the rules
and regulations of the Office at 12 C.F.R. ss.545.121.
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