Exhibit 3.3
RESTATED ORGANIZATION CERTIFICATE
OF
CORTLAND SAVINGS BANK
UNDER SECTION 8007 OF THE BANKING LAW
TABLE OF CONTENTS
ARTICLE I
NAME. . . . . . . . . . . . . . . . . 1
ARTICLE II
PRINCIPAL OFFICE. . . . . . . . . . . . . . 1
ARTICLE III
CAPITAL STOCK
Section 1. Shares, Classes and Series Authorized . . . . . . . . . . . . . 1
Section 2. Designations, Powers, Preferences, Rights, Qualifications,
Limitations and Restrictions Relating to the Capital
Stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
ARTICLE IV
LIMITATION ON BENEFICIAL OWNERSHIP OF STOCK
Section 1. Prohibitions Relating to Beneficial Ownership of Voting
Stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Section 2. Excess Shares . . . . . . . . . . . . . . . . . . . . . . . . . 4
Section 3. Powers of the Board . . . . . . . . . . . . . . . . . . . . . . 5
Section 4. Severability. . . . . . . . . . . . . . . . . . . . . . . . . . 6
Section 5. Exclusions. . . . . . . . . . . . . . . . . . . . . . . . . . . 6
ARTICLE V
BOARD OF DIRECTORS
Section 1. Number of Directors . . . . . . . . . . . . . . . . . . . . . . 6
Section 2. Classification of Board . . . . . . . . . . . . . . . . . . . . 7
Section 3. Vacancies . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Section 4. Removal of Directors. . . . . . . . . . . . . . . . . . . . . . 7
Section 5. Evaluation of Acquisition Proposals . . . . . . . . . . . . . . 7
ARTICLE VI
Action By Shareholders By Written CONSENT. . . . . . . . 8
ARTICLE VII
CERTAIN BUSINESS COMBINATIONS
Section 1. Higher Vote Required for Certain Business Combinations. . . . . 8
Section 2. When Higher Vote is Not Required. . . . . . . . . . . . . . . . 9
Section 3. Definitions . . . . . . . . . . . . . . . . . . . . . . . . . .11
Section 4. Powers of the Disinterested Directors . . . . . . . . . . . . .15
Section 5. Effect on Fiduciary Obligations of Interested Shareholders. . .15
Section 6. Amendment, Repeal, Etc. . . . . . . . . . . . . . . . . . . . .15
ARTICLE VIII
INDEMNIFICATION
Section 1. Right to Indemnification. . . . . . . . . . . . . . . . . . . .16
Section 2. Accrual of Right to Indemnification . . . . . . . . . . . . . .16
Section 3. Individual Indemnification Agreements . . . . . . . . . . . . .16
Section 4. Insurance . . . . . . . . . . . . . . . . . . . . . . . . . . .17
Section 5. Subsequent Amendment and Subsequent Legislation . . . . . . . .17
ARTICLE IX
AMENDMENTS
Section 1. Amendments of Restated Organization Certificate . . . . . . . .17
Section 2. Amendments of Bylaws. . . . . . . . . . . . . . . . . . . . . .18
RESTATED ORGANIZATION CERTIFICATE
OF
CORTLAND SAVINGS BANK
UNDER SECTION 8007 OF THE BANKING LAW
WE, Wesley D. Stisser and Sandy F. Samson, being the President and Chief
Executive Officer and the Corporate Secretary, respectively, of Cortland Savings
Bank (the "Corporation"), in accordance with Section 8007 of the Banking Law of
the State of New York (the "Banking Law"), do hereby certify as follows:
FIRST, The name of the Corporation is Cortland Savings Bank.
SECOND, The Corporation was created under the name "Cortland Savings Bank"
by an Act of the Legislature of the State of New York, passed April 13, 1866,
such Act having been amended and supplemented from time to time thereafter.
Under Section 1001(5) of the Banking Law, such Act is the Organization
Certificate of the Corporation.
THIRD, The text of the Organization Certificate of the Corporation is
hereby amended and restated in its entirety to read as follows:
ARTICLE I
NAME
The name by which the Corporation is to be known is Cortland Savings Bank.
ARTICLE II
PRINCIPAL OFFICE
The principal office of the Corporation is to be located at One North Main
Street, in the City of Cortland, County of Cortland, State of New York.
ARTICLE III
CAPITAL STOCK
SECTION 1. SHARES, CLASSES AND SERIES AUTHORIZED. The total number of
shares of all classes of capital stock that the Corporation shall have authority
to issue is twenty million (20,000,000) shares, of which two million (2,000,000)
shares shall be preferred stock, par value one cent ($.01) per share (the
"Preferred Stock"), and eighteen million (18,000,000) shares shall be common
stock, par value one cent ($.01) per share (the "Common Stock"). The Preferred
Stock and Common Stock are sometimes hereinafter collectively referred to as the
"Capital Stock."
SECTION 2. DESIGNATIONS, POWERS, PREFERENCES, RIGHTS, QUALIFICATIONS,
LIMITATIONS AND RESTRICTIONS RELATING TO THE CAPITAL STOCK. The following is a
statement of the designations, powers, preferences and rights in respect of the
classes of the Capital Stock, and the qualifications, limitations or
restrictions thereof, and of the authority with respect thereto expressly vested
in the Board of Directors of the Corporation (the "Board"):
(a) Preferred Stock. The Preferred Stock may be issued from time to
time in one or more series, the number of shares and any designation of each
series and the powers, preferences and rights of the shares of each series, and
the qualifications, limitations or restrictions thereof, to be as stated and
expressed in a resolution or resolutions providing for the issue of such series
adopted by the Board, subject to the limitations prescribed by law. The Board
in any such resolution or resolutions is expressly authorized to state for each
such series:
(i) the voting powers, if any, of the holders of shares of such series in
addition to any voting rights affirmatively required by law;
(ii) the rights of shareholders in respect of dividends, including,
without limitation, the rate or rates per annum and the time or times at which
(or the formula or other method pursuant to which such rates and such time or
times may be determined) and conditions upon which the holders of shares of such
series shall be entitled to receive dividends and other distributions, and
whether any such dividends shall be cumulative or non-cumulative and, if
cumulative, the terms upon which such dividends shall be cumulative;
(iii) whether the shares of each such series shall be redeemable by the
Corporation at the option of the Corporation or the holder thereof, and, if
redeemable, the terms upon which the shares of such series may be redeemed;
(iv) the amount payable and the rights or preferences to which the holders
of shares of such series shall be entitled upon any voluntary or involuntary
liquidation, dissolution or winding up of the Corporation;
(v) the terms, if any, upon which shares of such series shall be
convertible into, or exchangeable for, shares of any other class or classes or
of any other series of the same or any other class of classes, including the
price or prices or the rate or rates of conversion or exchange and the terms of
adjustment, if any; and
(vi) any other powers, designations, preferences, and relative,
participating, optional or other special rights, and qualifications, limitations
or restrictions thereof, so far as they are not inconsistent with the provisions
of this Restated Organization Certificate and to the full extent now or
hereafter permitted by the laws of the State of New York.
All shares of the Preferred Stock of any one series shall be identical to
each other in all respects, except that shares of any one series issued at
different times may differ as to the dates from which dividends thereon, if
cumulative, shall be cumulative.
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Subject to any limitations or restrictions stated in the resolution or
resolutions of the Board originally fixing the number of shares constituting a
series, the Board may, by resolution or resolutions likewise adopted, increase
or decrease (but not below the number of shares of the series then outstanding)
the number of shares of the series subsequent to the issuance of shares of that
series and in case the number of shares of any series shall be so decreased, the
shares constituting the decrease shall resume that status that they had prior to
the adoption of the resolution originally fixing the number of shares
constituting such series.
(b) Common Stock. All shares of Common Stock shall be identical to each
other in every respect. Subject to Article IV hereof, the shares of Common
Stock shall entitle the holders thereof to one vote for each share on all
matters upon which shareholders have the right to vote. The holders of shares
of Common Stock shall not be permitted to cumulate their votes for the election
of directors. Notwithstanding the foregoing, except as otherwise required by
law, holders of Common Stock, as such, shall not be entitled to vote on any
amendment to this Restated Organization Certificate (including any Certificate
of Designation relating to any series of Preferred Stock) that relates solely to
the terms of one or more outstanding series of Preferred Stock if the holders of
such affected series are entitled, either separately or together with the
holders of one or more other such series, to vote thereon pursuant to this
Restated Organization Certificate (including any Certificate of Designation
relating to any series of Preferred Stock) or pursuant to the laws of the State
of New York.
Subject to the preferences, privileges and powers with respect to each
class of Capital Stock of the Corporation having any priority over the Common
Stock, and the qualifications, limitations or restrictions thereof, the holders
of the Common Stock shall have and possess all rights pertaining to the Capital
Stock.
No holder of shares of Common Stock shall be entitled as such, as a matter
of preemptive right, to subscribe for, purchase or otherwise acquire any part of
any new or additional issue of shares of any class or series whatsoever of the
Corporation, or of securities convertible into shares of any class or series
whatsoever of the Corporation, or of any warrants or other instruments
evidencing rights or options to subscribe for, purchase or otherwise acquire
such shares or securities, whether now or hereafter authorized or whether issued
for cash or other consideration or by way of dividend.
ARTICLE IV
LIMITATION ON BENEFICIAL OWNERSHIP OF STOCK
SECTION 1. PROHIBITIONS RELATING TO BENEFICIAL OWNERSHIP OF VOTING STOCK.
No Person, for a period of not less than three years following the date of
filing by the Superintendent of Banks of the State of New York (the
"Superintendent") of this Restated Organization Certificate, shall directly or
indirectly acquire or hold the beneficial ownership of more than ten percent
(10%) of the issued and outstanding Voting Stock of the Corporation. Any Person
so prohibited who directly or indirectly acquires or holds the beneficial
ownership of more than ten percent (10%) of the issued and outstanding Voting
Stock in violation of this Section I shall be subject to the
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provisions of Sections 2 and 3 of this Article IV, below. All terms used in
this Article IV and not otherwise defined herein shall have the meanings
ascribed to such terms in Section 3 of Article VII, below, except that the term
"Person" shall not include the Corporation, any subsidiary of the Corporation or
any pension, profit-sharing, stock bonus or other compensation plan maintained
by the Corporation or by a member of a controlled group of corporations or
trades or businesses of which the Corporation is a member for the benefit of the
employees of the Corporation, and/or any subsidiary, or any trust or custodial
arrangement established in connection with any such plan.
SECTION 2. EXCESS SHARES. The transfer of any shares of Voting Stock that
would result in a violation of Section I of this Article IV is prohibited and
shall be null and void. If, notwithstanding the foregoing prohibition, a Person
shall, voluntarily or involuntarily, become or attempt to become the purported
beneficial owner (the "Purported Owner") of shares of Voting Stock in excess of
ten percent (10%) of the issued and outstanding shares of Voting Stock, the
number of shares in excess of ten percent (10%) shall be deemed to be "Excess
Shares," and all of the following provisions (a) through (g) shall apply to such
Excess Shares:
(a) The Purported Owner shall not obtain any rights in and to the Excess
Shares, and the purported transfer of the Excess Shares to the Purported Owner
shall not be recognized by the transfer agent for such shares (the "Transfer
Agent"). Until such time as the Excess Shares are transferred to a person whose
acquisition thereof will not violate the limitation set forth in Section 1 of
this Article IV (a "Permitted Transferee"), the transferor of the Excess Shares
to the Purported Owner (the "Purported Owner's Transferor") shall be deemed to
have retained the Excess Shares and shall hold and be entitled to exercise all
rights incident to ownership of such Excess Shares. All Excess Shares will
continue to be issued and outstanding.
(b) If the Transfer Agent obtains possession of a certificate or
certificates representing Excess Shares, the Transfer Agent shall deliver such
certificate or certificates to a trustee nominated and appointed by the Board to
hold Excess Shares (the "Share Trustee"). Upon receipt of notice from the
Corporation of the existence of Excess Shares and the identity of the Purported
Owner of such Excess Shares, the Share Trustee shall take all lawful action to
cause the Purported Owner to deliver or cause delivery of the Excess Shares and
any indicia of ownership thereof to the Share Trustee. Upon obtaining
possession of such Excess Shares, the Share Trustee shall sell or cause the sale
of the Excess Shares to a Permitted Transferee in the then existing public
market or in such other commercially reasonable fashion as the Corporation shall
direct. In performing the duties herein imposed upon it, the Share Trustee
shall act at all times as the agent for the Purported Owner's Transferor.
(c) Upon acquisition of the Excess Shares by a Permitted Transferee, the
Permitted Transferee shall have and be entitled to exercise all rights incident
to the ownership of such Excess Shares.
(d) The proceeds realized from the sale of the Excess Shares to the
Permitted Transferee (the "Proceeds") shall be distributed as follows: (i)
first, to the Share Trustee for any costs incurred in respect of its
administration of the Excess Shares, (ii) second, to the Purported Owner, if
known, in an amount up to the amount paid by the Purported Owner, if
determinable, for the
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Excess Shares and (iii) the remaining Proceeds, if any, shall be distributed to
the Purported Owner's Transferor, if known, and, if the Purported Owner's
Transferor is not known, such remaining Proceeds shall be held by the
Corporation for the benefit of the Purported Owner's Transferor or such other
persons or entities, as their interests may appear. Notwithstanding anything in
this Article IV to the contrary, the Corporation shall at all times be entitled
to make application to any court of competent jurisdiction within the State of
New York for an adjudication of the respective rights and interests of any
Person in and to the Proceeds pursuant to this Article IV and applicable law and
for leave to pay the Proceeds into such court.
(e) Immediately upon the purported acquisition of any Excess Shares, the
Purported Owner thereof shall give, or cause to be given, written notice of such
acquisition to the Corporation. In addition, at the request of the Corporation,
each owner of shares of Voting Stock shall furnish to the Corporation all
information reasonably requested with respect to all shares of Voting Stock
directly and indirectly owned by such Person.
(f) Upon a determination by the Board that a Person has attempted or may
attempt to transfer or to acquire Excess Shares, the Board may take such action
as it deems advisable to refuse to give effect to such transfer or acquisition
on the books and records of the Corporation, including, without limitation, any
such action that shall cause the Transfer Agent to record the Purported Owner's
Transferor as the record owner of the Excess Shares, and to institute
proceedings to enjoin or rescind any such transfer or acquisition.
(g) The restrictions set forth in this Article IV shall be noted
conspicuously on all certificates evidencing ownership of shares of Voting
Stock.
SECTION 3. POWERS OF THE BOARD.
(a) The Board may, to the extent permitted by law, from time to time
establish, modify, amend or rescind, by Bylaw or otherwise, regulations and
procedures not inconsistent with the express provisions of this Article IV for
the orderly application, administration and implementation of the provisions of
this Article IV. Such procedures and regulations shall be kept on file with the
Secretary of the Corporation and with the Transfer Agent, shall be made
available for inspection by the public and, upon request, shall be mailed to any
holder of shares of Voting Stock.
(b) When it appears that a particular Person has become a Purported Owner
of Excess Shares in violation of Section I of this Article IV and that the
provisions of this Article IV, or any of the rules and regulations of the Board
with respect to this Article IV, require application, interpretation or
construction, then a majority of the directors of the Corporation shall have the
power and duty to interpret all of the terms and provisions of this Article IV
and to determine on the basis of information known to them after reasonable
inquiry all facts necessary to ascertain compliance with this Article IV,
including, without limitation, (i) the number of shares of Voting Stock
beneficially owned by any Person or Purported Owner, (ii) whether a Person or
Purported Owner is an Affiliate or Associate of, or is acting in concert with,
any other Person or Purported Owner, (iii) whether a Person or Purported Owner
has an agreement, arrangement or
5
understanding with any other Person or Purported Owner as to the voting or
disposition of any shares of Voting Stock, (iv) the application of any other
definition or operative provision of this Article IV to the given facts or (v)
any other matter relating to the applicability or effect of this Article IV.
The Board shall have the right to demand that any Person who is reasonably
believed to be a Purported Owner of Excess Shares (or who holds of record Voting
Stock beneficially owned by any Person reasonably believed to be a Purported
Owner) supply the Corporation with complete information as to (i) the record
owner(s) of all shares of Voting Stock beneficially owned by such Person or
Purported Owner and (ii) any other factual matter relating to the applicability
or effect of this Article IV as may reasonably be requested of such Person or
Purported Owner.
Any applications, interpretations, constructions or any other
determinations made by the Board pursuant to this Article IV, in good faith and
on the basis of such information and assistance as was then reasonably available
for such purpose, shall be conclusive and binding upon the Corporation and its
shareholders and neither the Corporation nor any of its shareholders shall have
the right to challenge any such application, interpretation, construction or
determination.
SECTION 4. SEVERABILITY. In the event any provision (or portion thereof)
of this Article IV shall be found to be invalid, prohibited or unenforceable for
any reason, the remaining provisions (or portions thereof) of this Article IV
shall remain in full force and effect, and shall be construed as if such
invalid, prohibited or unenforceable provision had been stricken herefrom or
otherwise rendered inapplicable, it being the intent of this Corporation and its
shareholders that each such remaining provision (or portion thereof) of this
Article IV remain, to the fullest extent permitted by law, applicable and
enforceable as to all shareholders, including Purported Owners, if any,
notwithstanding any such finding.
SECTION 5. EXCLUSIONS. This Article IV shall not apply to (a) any offer or
sale with a view towards public resale made exclusively by the Corporation to
any underwriter or underwriters acting on behalf of the Corporation, or to the
selling group acting on such underwriter's or underwriters' behalf, in
connection with a public offering of the Common Stock; (b) any corporation
formed by the Corporation in connection with its conversion from mutual to stock
form to acquire all of the shares of capital stock of the Corporation to be
issued in connection with such conversion; or (c) any reclassification of
securities (including any reverse stock split), or recapitalization of the
Corporation, or any merger or consolidation of the Corporation with any of its
Subsidiaries or any other transaction or reorganization (including a transaction
in which the Corporation shall form a holding company) that does not have the
effect, directly or indirectly, of changing the beneficial ownership interests
of the Corporation's shareholders, other than pursuant to the exercise of any
appraisal rights, except as a result of immaterial changes due to fractional
share adjustments, which changes do not exceed, in the aggregate, one percent
(1%) of the issued and outstanding shares of such class of equity or convertible
securities.
ARTICLE V
BOARD OF DIRECTORS
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SECTION 1. NUMBER OF DIRECTORS. The number of directors of the Corporation
shall not be less than seven (7) nor more than twenty (20). Within such
limitations, the number of directors shall be determined by the bylaws of the
Corporation or by resolution of the Board.
SECTION 2. CLASSIFICATION OF BOARD. Subject to the rights of any holders
of shares of any series of Preferred Stock that may be issued by the Corporation
pursuant to a resolution or resolutions of the Board providing for such
issuance, the directors of the Corporation shall be divided into three classes
with respect to term of office, each class to contain, as near as may be
possible, one-third of the entire number of the Board, with the terms of office
of one class expiring each successive year. At each annual meeting of
shareholders, the successors to the class of directors whose term expires at
that time shall be elected by the shareholders to serve until the annual meeting
of shareholders held three years next following and until their successors shall
be elected and qualified.
In the event of any intervening changes in the authorized number of
directors, the Board shall designate the class or classes to which the increase
or decrease in directorships shall be apportioned and may designate one or more
directorships as directorships of another class in order to achieve, as near as
may be possible, equality of number of directors among the classes; provided,
however, that no such apportionment or redesignation shall shorten the term of
any incumbent director.
Unless and to the extent that the bylaws so provide, elections of directors
need not be by written ballot.
SECTION 3. VACANCIES. Subject to the limitations prescribed by law, the
bylaws and this Restated Organization Certificate, all vacancies in the office
of director, including vacancies created by newly created directorships
resulting from an increase in the number of directors, shall be filled by the
shareholders, except that vacancies not exceeding one-third of the entire Board
may be filled by the affirmative vote of a majority of the directors then in
office. No person shall be elected a director unless nominated at a previous
regular or special meeting, called for that purpose, upon the recommendation of
the Board, or a committee appointed by the Board. Any director so elected shall
serve for the remainder of the full term of the class of directors in which the
new directorship was created or the vacancy occurred and until his successor
shall be elected and qualified.
SECTION 4. REMOVAL OF DIRECTORS. Any or all of the directors may be
removed at any time, but only for cause, and any such removal shall require the
vote, in addition to any vote required by law, of not less than eighty percent
(80%) of the total votes eligible to be cast by the holders of all outstanding
shares of Capital Stock entitled to vote generally in the election of directors
at a meeting of shareholders expressly called for that purpose. For purposes of
this Section 4, conduct worthy of removal for "cause" shall mean (a) conduct as
a director of the Corporation or any subsidiary of the Corporation that involves
willful material misconduct, breach of fiduciary duty involving personal
pecuniary gain or gross negligence in the performance of duties, or (b) conduct,
whether or not as a director of the Corporation or a subsidiary of the
Corporation, that involves dishonesty or breach of fiduciary duty and is
punishable by
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imprisonment for a term exceeding one year under state or federal law.
SECTION 5. EVALUATION OF ACQUISITION PROPOSALS. The Board, when evaluating
any offer to the Corporation or to the shareholders of the Corporation from
another party relating to a change or potential change in control of the
Corporation, including, without limitation, any offer to (a) purchase for cash
or exchange any securities or property for any outstanding equity securities of
the Corporation, (b) merge or consolidate the Corporation with another
corporation or (c) purchase or otherwise acquire all or substantially all of the
properties and assets of the Corporation, in connection with the exercise of its
judgment in determining what is in the best interest of the Corporation and its
shareholders, may give due consideration not only to the price or other
consideration being offered, but also to all other relevant factors, including,
without limitation, (1) both the long-term and the short-term interests of the
Corporation and its shareholders and (2) the effects that the Corporation's
actions may have in the short-term or in the long-term upon any of the
following: (i) the prospects for potential growth, development, productivity and
profitability of the Corporation; (ii) the Corporation's current employees;
(iii) the Corporation's retired employees and other beneficiaries receiving or
entitled to receive retirement, welfare or similar benefits from or pursuant to
any plan sponsored, or agreement entered into, by the Corporation; (iv) the
Corporation's customers and creditors; and (v) the ability of the Corporation to
provide, as a going concern, goods, services, employment opportunities and
employment benefits and otherwise to contribute to the communities in which is
does business.
ARTICLE VI
ACTION BY SHAREHOLDERS BY WRITTEN CONSENT
Whenever shareholders of the Corporation are required or permitted to take
any action by vote at any annual or special meeting, such action may be taken
without a meeting upon written consent, setting forth the action so taken,
signed by the holders of all outstanding shares of Capital Stock entitled to
vote thereon.
ARTICLE VII
CERTAIN BUSINESS COMBINATIONS
SECTION 1. HIGHER VOTE REQUIRED FOR CERTAIN BUSINESS COMBINATIONS. In
addition to any affirmative vote required by law or this Certificate of
Incorporation, and except as otherwise expressly provided in this Article and
subject to applicable laws:
(a) any merger or consolidation of the Corporation or any Subsidiary with:
(i) any Interested Shareholder; or (ii) any other corporation (whether or not
itself an Interested Shareholder) which is, or after such merger or
consolidation would be, an Affiliate or Associate of an Interested Shareholder;
or
(b) any sale, lease, exchange, mortgage, pledge, transfer or other
disposition (in one
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transaction or a series of transactions) to, with or for the benefit of any
Interested Shareholder, or any Affiliate or Associate of any Interested
Shareholder, of any assets of the Corporation or any Subsidiary having an
aggregate Fair Market Value equaling or exceeding 25% or more of the combined
assets of the Corporation and its Subsidiaries; or
(c) the issuance or transfer by the Corporation or any Subsidiary (in one
transaction or a series of transactions) of any securities of the Corporation or
any Subsidiary to any Interested Shareholder or any Affiliate or Associate of
any Interested Shareholder in exchange for cash, securities or other property
(or a combination thereof) having an aggregate Fair Market Value equaling or
exceeding 25% of the combined Fair Market Value of the outstanding Common Stock
of the Corporation and its Subsidiaries, except for any issuance or transfer
pursuant to an employee benefit plan of the Corporation or any Subsidiary
thereof; or
(d) the adoption of any plan or proposal for the liquidation or
dissolution of the Corporation proposed by or on behalf of an Interested
Shareholder or any Affiliate or Associate of any Interested Shareholder; or
(e) any reclassification of securities (including any reverse stock
split), or recapitalization of the Corporation, or any merger or consolidation
of the Corporation with any of its Subsidiaries or any other transaction
(whether or not with or into or otherwise involving an Interested Shareholder)
which has the effect, directly or indirectly, of increasing the proportionate
share of the outstanding shares of any class of equity or convertible securities
of the Corporation or any Subsidiary which is directly or indirectly owned by
any Interested Shareholder or any Affiliate of any Interested Shareholder; or
(f) any contract, agreement or other arrangement providing for any one or
more of the actions specified in (a) through (e) above, shall in any such event
require the affirmative vote of the holders of at least 80% of the voting power
of the Voting Stock, voting together as a single class. Such affirmative vote
shall be required notwithstanding the fact that no vote may be required, or that
a lesser percentage may be specified, by law or by any other provisions of this
Certificate of Incorporation or any Preferred Stock Designation in any agreement
with any national securities exchange or otherwise.
SECTION 2. WHEN HIGHER VOTE IS NOT REQUIRED. The provisions of Section
A of this Article shall not be applicable to any particular Business
Combination, and such Business Combination shall require only the affirmative
vote (if any) as is required by law or by this Certificate of Incorporation, if,
in the case of any Business Combination that does not involve any cash or other
consideration being received by the stockholders of the Corporation solely in
their capacity as stockholders of the Corporation, the condition specified in
the following paragraph 1 is met or, in the case of any other Business
Combination, all of the conditions specified in either of the following
paragraphs a or b are met:
(a) The Business Combination shall have been approved by a majority of
the Disinterested Directors.
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(b) All of the following conditions shall have been met:
(i) The aggregate amount of the cash and the Fair Market Value, as of
the date of the consummation of the Business Combination, of consideration other
than cash to be received per share by the holders of Common Stock in such
Business Combination shall at least be equal to the higher of the following:
(a) (if applicable) the Highest Per Share Price, including any
brokerage commissions, transfer taxes and soliciting dealers' fees, paid by the
Interested Shareholder or any of its Affiliates for any shares of Common Stock
acquired by it: (x) within the two-year period immediately prior to the
applicable Announcement Date; or (y) in the transaction in which it became an
Interested Shareholder, whichever is higher, plus interest compounded annually
from the Determination Date to the date the Business Combination is consummated
at the highest prime rate of interest for United States Banks as published from
time to time in the Eastern Edition of the Wall Street Journal, or if no longer
so published then such other indicator of the prime bank rate of interest as is
selected by a majority of the Disinterested Directors then in office; or
(b) the Fair Market Value per share of Common Stock on the
Announcement Date or on the Determination Date, whichever is higher;
(ii) The aggregate amount of the cash and the Fair Market Value as of
the date of the consummation of the Business Combination of consideration other
than cash to be received per share by holders of shares of any class or series
of outstanding capital stock other than Common Stock shall be at least equal to
the highest of the following (it being intended that the requirements of this
subparagraph (b) shall be required to be met with respect to every such class or
series of outstanding capital stock, whether or not the Interested Shareholder
has previously acquired any shares of a particular class or series of capital
stock):
(a) (if applicable) the Highest Per Share Price, including any
brokerage commissions, transfer taxes and soliciting dealers' fees, paid by the
Interested Shareholder for any shares of such class or series of capital stock
acquired by it: (x) within the two-year period immediately prior to the
Announcement Date; or (y) in the transaction in which it became an Interested
Shareholder, whichever is higher; plus interest compounded annually from the
Determination Date to the date the Business Combination is consummated at the
highest prime rate of interest for United States Banks as published from time to
time in the Eastern Edition of the Wall Street Journal, or if no longer so
published then such other indicator of the prime bank rate of interest as is
selected by a majority of the Disinterested Directors then in office; or
(b) (if applicable) the highest preferential amount per share to
which the holders of shares of such class or series of capital stock are
entitled in the event of any voluntary or involuntary liquidation, dissolution
or winding up of the Corporation; or
(c) the Fair Market Value per share of such class or series of
capital stock on the Announcement Date or on the Determination Date, whichever
is higher.
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(iii) The consideration to be received by holders of a particular
class of outstanding capital stock (including Common Stock) shall be in cash or
in the same form as the Interested Shareholder has previously paid for shares of
such class or series of Capital stock. If the Interested Shareholder has paid
for shares of any class or series of Capital stock with varying forms of
consideration, the form of consideration to be received per share by holders of
shares of such class or series of capital stock shall be either cash or the form
used to acquire the largest number of shares of such class or series of Capital
stock previously acquired by the Interested Shareholder. The price determined in
accordance with Section 2(b) of this Article shall be subject to appropriate
adjustment in the event of any stock dividend, stock split, combination of
shares or similar event.
(iv) After such Interested Shareholder has become an Interested
Shareholder and prior to the consummation of such Business Combination: (1)
except as approved by a majority of the Disinterested Directors there shall have
been no failure to declare and pay at the regular date therefor any full
quarterly dividends (whether or not cumulative) on any outstanding stock having
preference over the Common Stock as to dividends or liquidation; (2) there shall
have been: (x) no reduction in the annual rate of dividends paid on the Common
Stock (except as necessary to reflect any subdivision of the Common Stock),
except as approved by a majority of the Disinterested Directors; and (y) an
increase in such annual rate of dividends as necessary to reflect any
reclassification (including any reverse stock split), recapitalization,
reorganization or any similar transaction which has the effect of reducing the
number of outstanding shares of the Common Stock, unless the failure to so
increase such annual rate is approved by a majority of the Disinterested
Directors, and (3) neither such Interested Shareholder nor any of its Affiliates
shall have become the beneficial owner of any additional shares of capital stock
except as part of the transaction that results in such Interested Shareholder
becoming an Interested Shareholder and except in a transaction that, after
giving effect thereto, would not result in any increase in the Interested
Shareholder's percentage beneficial ownership of any class or series of capital
stock of the Corporation.
(v) After such Interested Shareholder has become an Interested
Shareholder, such Interested Shareholder shall not have received the benefit,
directly or indirectly (except proportionately as a stockholder), of any loans,
advances, guarantees, pledges or other financial assistance or any tax credits
or other tax advantages provided, directly or indirectly, by the Corporation,
whether in anticipation of or in connection with such Business Combination or
otherwise.
(vi) A proxy or information statement describing the proposed
Business Combination and complying with the requirements of the Securities
Exchange Act of 1934, as amended, and the rules and regulations thereunder (or
any subsequent provisions replacing such Act, and the rules or regulations
thereunder) shall be mailed to stockholders of the Corporation at least 30 days
prior to the consummation of such Business Combination (whether or not such
proxy or information statement is required to be mailed pursuant to such Act or
subsequent provisions).
SECTION 3. DEFINITIONS. For purposes of this Article VII, the following
terms shall have the following meanings:
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(a) "Affiliate" and "Associate" shall have the respective meanings
ascribed to such terms in Rule 12b-2 of the General Rules and Regulations under
the Exchange Act, as in effect on the date of filing by the Superintendent of
this Restated Organization Certificate whether or not the Corporation was then
subject to such rule.
(b) "Announcement Date" shall mean the date of the first public
announcement of the proposal of the Business Combination.
(c) A Person shall be deemed the "beneficial owner," or to have
"beneficial ownership," of any shares of Voting Stock that:
(i) such Person or any of its Affiliates or Associates beneficially owns,
directly or indirectly;
(ii) such Person or any or its Affiliates or Associates has (A)the right
to acquire (whether such right is exercisable immediately or only after the
passage of time) pursuant to any agreement, arrangement or understanding (but a
Person shall not be deemed to be the beneficial owner of any Voting Stock solely
by reason of an agreement, arrangement or understanding with the Corporation to
effect a Business Combination) or upon the exercise of conversion rights,
exchange rights, warrants or options, or otherwise, or (B) the right to vote, or
to direct the vote of, pursuant to any agreement, arrangement or understanding
(but neither such Person nor any Affiliate or Associate shall be deemed to be
the beneficial owner of any shares of Voting Stock solely by reason of a
revocable proxy granted for a particular meeting of shareholders, pursuant to a
public solicitation of proxies for such meeting, and with respect to which
shares neither such Person nor any Affiliate or Associate is otherwise deemed
the beneficial owner); or
(iii) is beneficially owned, directly or indirectly, by any other Person
with which such first mentioned Person or any of its Affiliates or Associates
has any agreement, arrangement or understanding for the purpose of acquiring,
holding, voting (except to the extent contemplated by the parenthetical clause
of Section 3(c)(ii)(B)) or disposing of any shares of Voting Stock;
provided, however, that no director or officer of the Corporation (nor any
Affiliate or Associate of any such director or officer) (y) shall, solely by
reason of any or all of such directors or officers acting in their capacities as
such, be deemed, for any purposes hereof, to beneficially own any Voting Stock
of the Corporation beneficially owned by any other such director or officer (or
any Affiliate or Associate thereof) or (z) shall be deemed to beneficially own
any Voting Stock of the Corporation owned by any pension, profit-sharing, stock
bonus or other compensation plan maintained by the Corporation or by a member of
a controlled group of corporations or trades or businesses of which the
Corporation is a member for the benefit of employees of the Corporation and/or
any Subsidiary, or any trust or custodial arrangement established in connection
with any such plan, not specifically allocated to such Person's personal
account.
(d) The term "Business Combination" shall mean any transaction that is
referred to in any one or more of the following paragraphs (i) through (vi):
(i) any merger or consolidation of the Corporation or any Subsidiary
with (A) any
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Interested Shareholder or (B) any other entity (whether or not such other entity
is itself an Interested Shareholder) which is, or after such merger or
consolidation would be, an Affiliate or Associate of any Interested Shareholder;
(ii) any sale, lease, exchange, mortgage, pledge, transfer or other
disposition (in one transaction or a series of transactions) to or with any
Interested Shareholder or any Affiliate or Associate of any Interested
Shareholder of any assets of the Corporation or any Subsidiary having an
aggregate Fair Market Value equal to five percent (5%) or more of the total
assets of the Corporation or the Subsidiary in question as of the end of its
most recent fiscal year ending prior to the time the determination is being
made;
(iii) the issuance or transfer by the Corporation or any Subsidiary
(in one transaction or a series of transactions) of any securities of the
Corporation or any Subsidiary to any Interested Shareholder or any Affiliate or
Associate of any Interested Shareholder having an aggregate Fair Market Value
equal to twenty percent (20%) or more of the aggregate Fair Market Value of all
of the outstanding Capital Stock other than on a pro rata basis to all holders
of Voting Stock and other than in connection with the exercise or conversion of
securities issued pro rata that are exercisable for, or convertible into,
securities of the Corporation or any Subsidiary;
(iv) the adoption of any plan or proposal for the liquidation or
dissolution of the Corporation proposed by or on behalf of any Interested
Shareholder or any Affiliate or Associate of any Interested Shareholder;
(v) any reclassification of securities (including any reverse stock
split), or recapitalization of the Corporation, or any merger or consolidation
of the Corporation with any Subsidiary or any other transaction (whether or not
with or into or otherwise involving an Interested Shareholder) which has the
effect, directly or indirectly, of increasing the proportionate share of the
outstanding shares of any class or series of equity or convertible securities of
the Corporation or any Subsidiary that is directly or indirectly owned by any
Interested Shareholder or any Affiliate or Associate of any Interested
Shareholder, except as a result of immaterial changes due to fractional share
adjustments, which changes do not exceed, in the aggregate, one percent (1%) of
the issued and outstanding shares of such class or series of equity or
convertible securities; or
(vi) the acquisition by the Corporation or a Subsidiary of any
securities of an Interested Shareholder.
In the event of any Business Combination in which the Corporation survives
the phrase "consideration other than cash to be received" shall include the
shares of Common Stock and/or shares of any other class of capital stock
retained by the holder of such shares in addition to any other consideration and
securities of the corporation retained by the receipt of such consideration.
(e) "Consummation Date" shall mean the date of the consummation of the
Business Combination.
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(f) "Determination Date" shall mean the date on which the Interested
Shareholder became an Interested Shareholder.
(g) "Disinterested Director" shall mean any member of the Board of the
Corporation who is not affiliated with the Interested Shareholder and who either
was a member of the Board prior to the Determination Date or was recommended for
election by a majority of the Disinterested Directors in office at the time such
director was nominated for election.
(h) "Fair Market Value" shall mean (i) in the case of stock, the highest
closing price during the 30-day period immediately preceding the date in
question of a share of such stock on the Composite Tape for New York Stock
Exchange listed stocks, or, if such stock is not quoted on such Composite Tape
or if such stock is not listed on such Exchange, then on the principal United
States securities exchange registered under the Exchange Act, on which such
stock is listed, or, if such stock is not listed on any such exchange, then the
highest closing bid quotation with respect to a share of such stock during the
30-day period preceding the date in question on the Nasdaq Stock Market or any
system then in use, or if no such quotation is available, then the fair market
value on the date in question of a share of such stock as determined in good
faith by a majority of the Disinterested Directors then in office, in each case
with respect to any class of stock, appropriately adjusted for any dividend or
distribution in shares of such stock or any stock split or reclassification of
outstanding shares of such stock into a greater number of shares of such stock
or any combination or reclassification of outstanding shares of such stock into
a smaller number of shares of such stock; and (ii) in the case of property other
than cash or stock, the fair market value of such property on the date in
question as determined in good faith by a majority of the Disinterested
Directors then in office.
(i) References to "Highest Per Share Price" shall in each case with
respect to any class of stock reflect an appropriate adjustment for any dividend
or distribution in shares of such stock or any stock split or reclassification
of outstanding shares of such stock into a greater number of shares of such
stock or any combination or reclassification of outstanding shares of such stock
into a smaller number of shares of such stock.
(j) "Interested Shareholder" shall mean any Person (other than the
Corporation, any parent of the Corporation, any Subsidiary or any pension,
profit-sharing, stock bonus or other compensation plan maintained by the
Corporation or by a member of a controlled group of corporations or trades or
businesses of which the Corporation is a member for the benefit of employees of
the Corporation, any parent of the Corporation or any Subsidiary, or any trust
or custodial arrangement established in connection with any such plan or holding
Voting Stock for the purpose of funding any such plan or funding employee
lending for employees of the Corporation or any Subsidiary) who or which:
(i) is the beneficial owner of ten percent (10%) or more of the Voting
Stock;
(ii) is an Affiliate of the Corporation and at any time within the
two-year period immediately prior to the date in question was the beneficial
owner of ten percent (1 0%) or more of the then outstanding Voting Stock; or
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(iii) is an assignee of or has otherwise succeeded to any shares of Voting
Stock that were at any time within the two-year period immediately prior to the
date in question beneficially owned by any other Interested Shareholder, if such
assignment or succession shall have occurred in the course of a transaction or
series of transactions not involving a public offering within the meaning Of the
Securities Act of 1933, as amended.
In determining whether a Person is an Interested Shareholder pursuant to
this subsection (j), the number of shares of Voting Stock deemed to be
outstanding shall include shares deemed owned through application of subsection
(c) of this Section 3, but shall not include any other shares of Voting Stock
that may be issuable pursuant to any agreement, arrangement or understanding, or
upon exercise of conversion rights, warrants or options, or otherwise.
(k) "Person" shall mean any corporation, partnership, trust,
unincorporated organization or association, syndicate, any other entity or a
natural person, together with any Affiliate or Associate of such person or any
other person acting in concert with such person (which shall include, without
limitation, persons seeking to combine or pool their voting or other interests
in the Voting Stock for a common purpose, pursuant to any contract,
understanding, relationship, agreement or otherwise, but shall not include the
directors or officers of the Corporation acting solely in their capacities as
such).
(l) "Subsidiary" shall mean any corporation of which a majority of any
class or series of equity security is owned, directly or indirectly, by the
Corporation; provided, however, that for the purposes of the definition of
Interested Shareholder set forth in subsection (j) of this Section 3, the term
"Subsidiary" shall mean only a corporation of which a majority of each class or
series of voting securities is owned, directly or indirectly, by the
Corporation.
(m) "Voting Stock" shall mean all of the outstanding shares of Capital
Stock entitled to vote generally in the election of directors.
SECTION 4. POWERS OF THE DISINTERESTED DIRECTORS. When it appears that a
particular Person may be an Interested Shareholder and that the provisions of
this Article VII need to be applied or interpreted, then a majority of the
directors of the Corporation who would qualify as Disinterested Directors shall
have the power and duty to interpret all of the terms and provisions of this
Article VII and to determine on the basis of information known to them after
reasonable inquiry all facts necessary to ascertain compliance with this Article
VII, including, without limitation, (a) whether a Person is an Interested
Shareholder, (b) the number of shares of Voting Stock beneficially owned by any
Person, (c) whether a Person is an Affiliate or Associate of another, (d) the
Fair Market Value of (i) the assets that are the subject of any Business
Combination, (ii) the securities to be issued or transferred by the Corporation
or any Subsidiary in any Business Combination, (iii) the consideration other
than cash to be received by holders of shares of any class or series of Common
Stock or Voting Stock other than Common Stock in any Business Combination, (iv)
the outstanding Capital Stock or (v) any other item the Fair Market Value of
which requires determination pursuant to this Article VII and (e) whether all of
the applicable conditions set forth in Section 2 of this Article VII have been
met with respect to any Business Combination.
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Any constructions, applications, or determinations made by the Board
pursuant to this Article VII, in good faith and on the basis of such information
and assistance as was then reasonably available for such purpose, shall be
conclusive and binding upon the Corporation and its shareholders, and neither
the Corporation nor any of its shareholders shall have the right to challenge
any such construction, application or determination.
SECTION 5. EFFECT ON FIDUCIARY OBLIGATIONS OF INTERESTED SHAREHOLDERS.
Nothing contained in this Article VII shall be construed to relieve any
Interested Shareholder from any fiduciary obligations imposed by law.
SECTION 6. AMENDMENT, REPEAL, ETC. Notwithstanding any other provisions of
this Restated Organization Certificate or any provision of law which might
otherwise permit a lesser vote or no vote, but in addition to any affirmative
vote of the holders of any particular class or series of the Voting Stock
required by law, this Organization Certificate or any Preferred Stock
Designation, the affirmative vote of the holders of at least 80 percent of the
voting power of all of the then-outstanding shares of the Voting Stock, voting
together as a single class or series, shall be required to alter, amend or
repeal this Article. For the purposes of the preceding sentence, shares owned
in excess of the Limit which have no voting power pursuant to Article V shall be
counted in determining the aggregate voting power of all outstanding shares of
Voting Stock but shall remain subject to the limitations on voting set forth in
Article V.
ARTICLE VIII
INDEMNIFICATION
SECTION 1. RIGHT TO INDEMNIFICATION. The Corporation shall, to the maximum
extent authorized or permitted and in the manner provided by the Banking Law and
any applicable federal law, indemnify any person who is made, or threatened to
be made, a party to any action, suit or proceeding, whether civil, criminal or
administrative, by reason of the fact that such person, or such person's
testator or intestate, is or was a trustee, director or officer of the
Corporation or one of the Corporation's subsidiaries, or any predecessor of the
Corporation, or serves or served any other corporation, or any partnership,
association, joint venture, trust, employee benefit plan, conference or other
group or enterprise in any capacity at the request of the Corporation or one of
the Corporation's subsidiaries, or any predecessor of the Corporation, against
judgments, fines, amounts paid in settlement and reasonable expenses, including
attorneys' fees actually and reasonably incurred, and the Corporation shall
advance any related expense in full. Employees or agents of the Corporation may
be similarly indemnified. Such right of indemnification and advancement shall
be in addition to and not exclusive of any other rights or remedies to which
such person may be or become entitled under any statute, insurance policy,
agreement, bylaw or otherwise.
SECTION 2. ACCRUAL OF RIGHT TO INDEMNIFICATION. In addition to the
Corporation's obligation to indemnify under Section 1 of this Article VIII, the
Corporation's obligation to indemnify, and any person's right to
indemnification, under this Article VIII shall accrue as of the time of the
accrual of the cause of action asserted in the threatened or pending action,
suit, or
16
proceeding, and no subsequent change in this Restated Organization Certificate
or the bylaws of the Corporation shall have any effect on the Corporation's
obligation to indemnify or a person's right to indemnification. The provisions
of this Article VIII shall be deemed to be a contract between the Corporation
and each director, trustee and officer of the Corporation who serves in such
capacity at any time while this Article VIII is in effect, and any subsequent
change of this Article VIII shall not affect the rights or obligations then
existing with respect to any state of facts then or theretofore existing as it
relates to any action or proceeding therefore or thereafter brought or
threatened based in whole or in part upon any such state of facts.
SECTION 3. INDIVIDUAL INDEMNIFICATION AGREEMENTS. In addition to the
Corporation's obligation to indemnify under Sections 1 and 2 of this Article
VIII, the Board may also, to the maximum extent permitted by law, in its
discretion, approve agreements between the Corporation and one or more
directors, officers or employees of the Corporation under which the Corporation
would indemnify such directors, officers and employees in the event that any
such person is made, or threatened to be made, a party to any action or
proceeding, whether civil, criminal or administrative, by reason of the fact
that such person is or was a trustee, director, officer or employee of the
Corporation or one of the Corporation's subsidiaries, or any predecessor of the
Corporation, or serves or served any other corporation, or any partnership,
association, joint venture, trust, employee benefit plan, conference or other
group or enterprise in any capacity at the request of the Corporation or one of
the Corporation's subsidiaries, or any predecessor of the Corporation, against
judgments, fines, amounts paid in settlement and reasonable expenses, including
attorneys' fees actually and reasonably incurred.
SECTION 4. INSURANCE. The Corporation may, but shall not be obliged to,
purchase and maintain insurance on behalf of any person who is or was a
director, trustee or officer of the Corporation or is or was serving at the
request of the Corporation as a director, trustee or officer of another
corporation of any type or kind, domestic or foreign, against any liability
asserted against such person and incurred by such person in any such capacity,
or arising out of such person's status as such, whether or not the Corporation
would have the power to indemnify such person against such liability under the
provisions of this Article VIII.
SECTION 5. SUBSEQUENT AMENDMENT AND SUBSEQUENT LEGISLATION. Neither the
amendment, termination or repeal of this Article VIII or of relevant provisions
of the Banking Law or any other applicable laws, nor the adoption of any
provision of this Restated Organization Certificate or the bylaws of the
Corporation or of any statute inconsistent with this Article VIII shall
eliminate, affect or diminish in any way the rights of any trustee, director,
officer, employee or agent of the Corporation to indemnification under the
provisions of this Article VIII with respect to any action, suit or proceeding
arising out of, or relating to, any actions, transactions or facts occurring
prior to the final adoption of such amendment, termination or repeal.
If the Banking Law is amended to expand further the indemnification
permitted to trustees, directors, officers, employees or agents of the
Corporation, then the Corporation shall indemnify such persons to the fullest
extent permitted by the Banking Law as so amended.
ARTICLE IX
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AMENDMENTS
SECTION 1. AMENDMENTS OF RESTATED ORGANIZATION CERTIFICATE. In addition to
any affirmative vote required by applicable law and any voting rights granted to
or held by holders of shares of Preferred Stock, any alteration, amendment,
repeal or rescission (collectively, any "Change") of any provision of this
Restated Organization Certificate must be approved by a majority of the
directors of the Corporation then in office and by the affirmative vote of the
holders of a majority (or such greater proportion as may otherwise be required
pursuant to any specific provision of this Restated Organization Certificate) of
the total votes eligible to be cast by the holders of all outstanding shares of
Capital Stock entitled to vote thereon; provided, however, that if any such
Change relates to Section 5 of Article VIII or Articles IV, V, VI or IX of this
Restated Organization Certificate, such Change must be approved either (i) by
not less than a majority of the authorized number of directors and, if one or
more Interested Shareholders (as defined in Article VII hereof) exist, by not
less than a majority of the Disinterested Directors (as defined in Article VII
hereof), or (ii) by the affirmative vote of the holders of not less than
two-thirds of the total votes eligible to be cast by the holders of all
outstanding shares of Capital Stock entitled to vote thereon and, if the Change
is proposed by or on behalf of an Interested Shareholder or a director who is an
Affiliate or Associate (as such terms are defined in Article VII hereof) of an
Interested Shareholder, by the affirmative vote of the holders of not less than
a majority of the total votes eligible to be cast by the holders of all
outstanding shares of Capital Stock entitled to vote thereon not beneficially
owned by an Interested Shareholder or an Affiliate or Associate thereof.
Subject to the foregoing, the Corporation reserves the right to amend this
Restated Organization Certificate from time to time in any and as many respects
as may be desired and as may be lawfully contained in an original organization
certificate filed at the time of making such amendment.
Except as may otherwise be provided in this Restated Organization
Certificate, the Corporation reserves the right at any time, and from time to
time, to amend, alter, change or repeal any provision contained in this Restated
Organization Certificate, and to add or insert herein any other provisions
authorized by the laws of the State of New York at the time in force, in the
manner now or hereafter prescribed by law, and all rights, preferences and
privileges of any nature conferred upon shareholders, directors or any other
persons whomsoever by and pursuant to this Restated Organization Certificate in
its present form or hereafter amended are granted subject to the rights reserved
in this Section.
SECTION 2. AMENDMENTS OF BYLAWS. The bylaws of the Corporation, except as
provided by applicable law or this Restated Organization Certificate, or as
otherwise provided by the bylaws, may be amended or repealed by the Board or by
vote of the shareholders entitled to vote in the election of directors;
provided, however, that no amendment to the bylaws shall be made by the Board
unless notice of the proposed amendment shall have been given at the previous
meeting of the Board.
FOURTH, This amendment and restatement of the Organization Certificate was
authorized by a majority vote of the members of the Board of Trustees of the
Corporation.
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IN WITNESS WHEREOF, we have made, signed and acknowledged this certificate
in duplicate, this ____ day of _________________, 1998.
------------------------------
Wesley D. Stisser
President and
Chief Executive Officer
Acknowledged by:
------------------------------
Sandy F. Samson
Corporate Secretary
19
STATE OF NEW YORK )
)ss.:
COUNTY OF CORTLAND )
On the __ day of ________________, 1998, before me personally came Wesley
D. Stisser and Sandy F. Samson, to me known and known to me to be the individual
described in and who executed the foregoing instrument, and they duly
acknowledged to me that they executed the same.
------------------------------
Notary Public
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