Exhibit 3.5
CHARTER
OF
WESTBOROUGH BANCORP, MHC
ARTICLE I
NAME
The name of this corporation shall be "Westborough Bancorp, MHC"
(the "Corporation") and may be changed from time to time by the Corporators of
the Corporation.
ARTICLE II
MAIN OFFICE
The main office of the Corporation shall be located at 100 E. Main
Street, Westborough, Massachusetts, and may be changed from time to time by the
Board of Trustees of the Corporation.
ARTICLE III
DURATION
The duration of the Corporation is perpetual.
ARTICLE IV
NATURE AND POWERS
The Corporation is a mutual holding company organized under Chapter
167H of the Massachusetts General Laws and shall have and may exercise all
powers and authority, express and implied, available to it under Chapter 167H,
as it may be amended from time to time, and under all other applicable state and
federal law. Notwithstanding any other provision contained herein, the
Corporation shall have no power to take deposits.
ARTICLE V
CORPORATORS
The Corporation shall have a Board of Corporators which shall
initially consist of those persons who both (a) are serving as Corporators of
the Corporation on the date of the reorganization of the Corporation into a
mutual holding company in accordance with the provisions of said Chapter 167H
and (b) meet the qualifications for the position of Corporator set forth in the
bylaws of the Corporation. Such initial Corporators shall continue to serve as
Corporators for the balance of the terms to which they were elected prior to the
mutual holding company reorganization, subject to the provisions of the bylaws
of the Corporation. Corporators shall otherwise be elected as provided in the
bylaws of the Corporation.
ARTICLE VI
TRUSTEES
The Corporation shall have a Board of Trustees which shall initially
consist of those persons who both (a) are serving as Trustees of the Corporation
on the date of the reorganization of the Corporation into a mutual holding
company in accordance with the provisions of said Chapter 167H and (b) meet the
qualifications for the position of Trustee set forth in the bylaws of the
Corporation. Such initial Trustees shall continue to serve as Trustees for the
balance of the terms to which they were elected prior to the mutual holding
company reorganization, subject to the provisions of the bylaws of the
Corporation. Trustees shall otherwise be elected as provided in the bylaws of
the Corporation.
ARTICLE VII
LIQUIDATION AND DISSOLUTION
Section 1. LIQUIDATION AND DISSOLUTION.
The Corporation may liquidate its affairs and be dissolved in
accordance with the procedures set forth in Chapter 168, Section 33 of the
Massachusetts General Laws, as it may be amended from time to time.
Section 2. LIQUIDATION RIGHTS.
All persons who have deposit accounts with any subsidiary bank of
the Corporation on the date of the vote of liquidation in accordance with said
Chapter 168, Section 33, or such other date, if any, as may be provided in said
Section, as said Section may be amended from time to time, shall have the right,
upon the liquidation of the Corporation, to receive any proceeds of the
Corporation's assets and property which may remain after payment of expenses of
settling the Corporation's affairs and satisfaction of all liabilities of the
Corporation, as provided in said Chapter 168, Section 33.
Section 3. LIMITATIONS.
Liquidation rights accorded depositors under said Chapter 168,
Section 33 shall relate to the liquidation of the Corporation and not to the
liquidation or other disposition of any asset or group of assets owned by the
Corporation, including without limitation any stock bank or other subsidiary
which may be owned in whole or in part by the Corporation. No depositor of any
subsidiary bank of the Corporation shall, as such, have any rights with respect
to the Corporation or any of its assets or properties, except (a) liquidation
rights with respect to the Corporation provided
-2-
for herein and (b) rights as a creditor with respect to any subsidiary bank of
the Corporation in which the depositor has a deposit. No merger, consolidation,
disposition or acquisition of assets or liabilities or other similar transaction
or business combination to which the Corporation is a party or otherwise
involving the Corporation will constitute a liquidation for the purposes of this
Article VII, whether the Corporation is or is not the surviving entity in such
transaction or combination. Only a liquidation of the Corporation in accordance
with said Chapter 168, Section 33 will constitute a liquidation for the purposes
of this Article VII.
ARTICLE VIII
INDEMNIFICATION
The Trustees, officers, and employees of the Corporation shall be
indemnified to the extent provided in the bylaws of the Corporation.
ARTICLE IX
LIMITATION OF LIABILITY
The following provision shall be applicable if and when permitted by
applicable law: No Trustee of the Corporation shall be personally liable to the
Corporation for monetary damages for breach of his fiduciary duty as a Trustee,
except for liability (i) for any breach of such Trustee's duty of loyalty to the
Corporation, (ii) for acts or omissions not in good faith or which involve
intentional misconduct or in knowing violation of law, or (iii) for any
transaction from which the Trustee derived an improper personal benefit. Any
repeal or modification of this Article IX shall not adversely effect any right
or protection existing at the time of such repeal or modification with respect
to any acts or omissions occurring before such repeal or modification.
ARTICLE X
AMENDMENT OF CHARTER
This charter may be amended by a two-thirds vote of the Corporators
present in person and voting at a duly constituted regular or special meeting of
Corporators; provided, however, that the notice for such meeting must state that
a purpose of the meeting is to consider and act upon a proposed amendment to the
charter and shall include the text of the proposed amendment or a summary
thereof.
-3-