Exhibit 3.6
BYLAWS
OF
WESTBOROUGH BANCORP, MHC
ARTICLE I
ORGANIZATION
The name of the corporation is "Westborough Bancorp, MHC" (the
"Corporation"). The location of its main office shall be as set forth in the
charter. The Corporation may have such additional offices, either within or
without the United States, as the Board of Trustees may from time to time
designate in accordance with applicable law.
ARTICLE II
CORPORATORS
Section 1. NOMINATION; ELECTION; NUMBER; TERM. The initial members
of the Board of Corporators shall consist of those persons who both (a) are
serving as Corporators of Westborough De Novo Savings Bank on the date of the
reorganization of Westborough De Novo Savings Bank into a mutual holding company
in accordance with the provisions of Chapter 167H of the Massachusetts General
Laws, and (b) meet the qualifications for the position of Corporator set forth
in Section 6 of this Article II. Such initial Corporators shall continue to
serve as Corporators for the balance of the terms to which they were elected
prior to the reorganization, subject to the provisions of Sections 5 and 6 of
this Article II. Nominations of persons for election to the Board of Corporators
shall be made by the Board of Trustees' Nominating Committee. Corporators may be
elected at any annual or special meeting of Corporators so long as the notice of
the proposed meeting includes the election of Corporators as an item for action
at the meeting. There shall not be less than twenty-five nor more than
seventy-five Corporators. Except as provided in the second sentence of this
paragraph, all Corporators shall be elected for a term of ten years, or, if a
Corporator was elected at a special meeting of Corporators, such Corporator
shall serve until the annual meeting next following the tenth anniversary of
such Corporator's election. No person shall be elected or re-elected as a
Corporator for a term extending beyond his or her 75th birthday.
Section 2. MEETINGS. The Annual Meeting of the Corporators shall be
held on the third Thursday of January of each year, if not a legal holiday or
day of religious significance or on such other day (other than a legal holiday
or a day of religious significance) as the Board of Trustees, the Chairman of
the Board or the President may designate. The time and place of the meeting
shall be designated by the Board of Trustees, the Chairman of the Board of
Trustees or the President. Special meetings may be called by the Board of
Trustees, the Chairman of the Board of Trustees or the President, or as
otherwise required by law. Only those matters set forth in the notice of a
special meeting may be acted upon at such special meeting. The President of the
Corporation shall preside at all meetings of the Corporators. If there is no
President or in the absence of the
President, the Chairman of the Board of the Corporation shall preside. If the
President and Chairman are not present, a Trustee of the Corporation shall be
appointed by the Corporators present to preside at the meetings.
Section 3. NOTICE. Notice of each annual or special meeting of the
Corporators shall be given by the Clerk by mailing written notice of the meeting
to each Corporator not less than seven days before the meeting, and by
advertisement in a newspaper as required by law. Each such notice shall be
mailed to the Corporator at his or her address as appearing on the records of
the Corporation and shall state the date, time, place and purposes of the
meeting. The giving of notice to any Corporator may be waived by such Corporator
in writing either before or after the meeting.
Section 4. QUORUM AND VOTING. Except as otherwise provided in the
charter or these bylaws, a quorum shall consist of thirteen Corporators or
twenty-five percent of the total number of Corporators, whichever is greater,
provided, however, that in any event not more than fifty Corporators shall be
necessary to constitute a quorum. Each Corporator must be present in person to
be entitled to vote, and each Corporator present in person shall be entitled to
one vote. Except as otherwise provided in the charter or these bylaws, all
questions shall be determined by vote of a majority of Corporators present in
person at a meeting of the Corporators at which a quorum is present. If less
than a quorum is present, a meeting of Corporators may be adjourned and
reconvened from time to time until a quorum is present.
Section 5. RESIGNATION AND REMOVAL. Any Corporator may resign at any
time by giving written notice to the President or the Clerk. Unless otherwise
specified in the notice, the resignation shall take effect immediately upon
receipt. If any member of the Board of Corporators fails to attend two
consecutive annual meetings, such membership may, by a vote of two-thirds of the
Board of Corporators present and voting be declared forfeited, and the Clerk
shall notify him or her of the action taken. If any member of the Board of
Corporators fails to attend three consecutive annual meetings, his or her
membership shall be declared forfeited, and the Board of Corporators shall
notify the Corporator of the action taken. Any Corporator may be removed for
cause, including but not limited to a violation of the Corporation's Standards
of Conduct as in effect on the date of such violation, by a two-thirds vote of
the Corporators present and voting or by a two-thirds vote of the Board of
Trustees at a regular or special meeting of the Trustees. In the event any
Corporator is employed by a subsidiary bank of the Corporation as an officer or
other employee and such officer or other employee resigns from such position or
is terminated from such position, with or without cause, then the Board of
Trustees, by a majority vote, may in its discretion remove such person from his
or her position as a Corporator, with or without cause.
Section 6. QUALIFICATION. No Corporator shall serve as a corporator,
trustee or officer of any other mutual holding company; as a trustee, director
or officer of any bank or thrift institution which is not a subsidiary of the
Corporation; or as a director or officer of any holding company for any bank or
thrift institution which is not a subsidiary of the Corporation. No person shall
be elected to serve or shall continue serving as a Corporator if he or she shall
fail to be a depositor of a subsidiary bank of the Corporation.
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ARTICLE III
TRUSTEES
Section 1. NOMINATION; ELECTION; NUMBER; TERM. The initial members
of the Board of Trustees shall consist of those persons who both (a) are serving
as Trustees of Westborough De Novo Savings Bank on the date of the
reorganization of Westborough De Novo Savings Bank 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 Section 6 of this
Article III. Such initial Trustees shall continue to serve as Trustees for the
balance of the terms to which they were elected prior to the reorganization,
subject to the provisions of this Section 1 and Sections 5 and 6 of this Article
III. Nominations of persons for election to the Board of Trustees shall be made
only by or at the direction of the Board of Trustees. Trustees may be elected at
any annual meeting of Corporators if the notice of the proposed meeting includes
the election of Trustees as an item for action at the meeting. The number of
Trustees shall be established from time to time by the Board of Trustees,
provided that the number so fixed shall be at least eleven. The Trustees shall
be divided into three groups as nearly equal in number as possible and one of
such groups shall be elected annually to serve for a term of three years and
until their successors are elected and qualified. When the number of Trustees is
changed, the Board of Trustees shall determine the class or classes to which the
increased or decreased number of Trustees shall be apportioned. Any vacancy in
the Board of Trustees, resulting from an increase in the number of Trustees or
otherwise, may be filled by the Trustees for the balance of the vacant term.
No person shall be eligible for election or re-election as a Trustee
for a term extending beyond his or her 75th birthday; provided, however, that
persons who have completed a term of office as Trustee for twenty years or more
and who are not eligible for re-election solely because of age may, by vote of
the Corporators, be granted the honorary title, Trustee Emeritus, of the
Corporation. Trustees Emeritus shall not be deemed to be officers or members of
the Board of Trustees, shall not receive compensation, shall not be required to
attend meetings and shall not be authorized or required to perform any duties.
Section 2. MEETINGS. The Board of Trustees shall hold a regular
meeting at least once every three months. Such meetings shall be held on such
dates, at such times and at such places as determined by the Chief Executive
Officer. Special meetings may be called and held at any time as provided by law.
Section 3. NOTICE. Notice of each special meeting of the Trustees
shall be given by the Clerk by mailing written notice of the meeting to each
Trustee not less than seven days before the meeting or by notice given to each
Trustee in person or by telephone, telegram, facsimile, electronic mail or
express delivery sent to his or her business or home address at least five days
in advance of the meeting. Notices sent by mail shall be mailed to each Trustee
at his or her address as appearing on the records of the Corporation. The notice
shall state the date, time and place of the meeting. The giving of notice to any
Trustee may be waived by such Trustee in writing either before or after the
meeting. The attendance of a Trustee at a meeting shall constitute a waiver of
notice of such meeting, except where a Trustee attends a meeting for the express
purpose of objecting to the transaction of any business because such meeting is
not lawfully called or convened.
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Section 4. QUORUM AND VOTING. Except as otherwise provided in the
charter or these bylaws, a quorum shall consist of a majority of the total
number of the Trustees and all questions shall be determined by vote of a
majority of Trustees present in person at a meeting of Trustees at which a
quorum is present. If less than a quorum is present, a meeting of Trustees may
be adjourned and reconvened from time to time until a quorum is present.
Section 5. RESIGNATION AND REMOVAL. Any Trustee may resign at any
time by giving written notice to the Chief Executive Officer or the Clerk.
Unless otherwise specified in the notice, the resignation shall take effect
immediately upon receipt. At any meeting of the Trustees, the Trustees may
remove any Trustee or Trustees for cause, including but not limited to a
violation of the Corporation's Standards of Conduct as in effect on the date of
such violation, by a vote of two-thirds of the entire Board of Trustees. Any
Trustee who fails to attend at least 25% of the regular meetings in a twelve
month period shall no longer be qualified to serve as a Trustee and shall
automatically be removed from his or her position as Trustee unless such
absences are excused by resolution of the Board of Trustees.
Section 6. QUALIFICATION. No Trustee shall serve as a corporator,
trustee or officer of any other mutual holding company; as a trustee, director
or officer of any bank or thrift institution which is not a subsidiary of the
Corporation; or as a director or officer of any holding company for any bank or
thrift institution which is not a subsidiary of the Corporation. No person shall
be elected or appointed to serve or shall continue serving as a Trustee if he or
she is not a Corporator, except that any person elected by the Board of Trustees
pursuant to the last sentence of Article III, Section I hereof to fill a vacancy
on the Board of Trustees, however created, need not be a Corporator at the time
of such election or at any time prior to the next Annual Meeting of Corporators.
Section 7. POWERS AND DUTIES. The Trustees shall have the power and
authority to govern the business and affairs of the Corporation subject to the
charter and these by-laws.
Section 8. COMPENSATION. Trustees shall receive such compensation as
may be determined from time to time by the Board of Trustees.
Section 9. MANNER OF PARTICIPATION. Members of the Board of Trustees
or committees of the Board appointed pursuant to these bylaws may participate in
meetings by means of a conference telephone or similar communication 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 8 of this Article
III, unless the Board of Trustees by resolution so provides.
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ARTICLE IV
COMMITTEES
Section 1. IN GENERAL. The Board of Trustees may appoint, or
authorize the Chairman of the Board to appoint, such committees as the Board of
Trustees from time to time may determine. Such committees shall be elected or
appointed as provided by law and may exercise the powers and shall perform the
duties required by applicable provisions of law. Members of committees appointed
by the Board of Trustees or the President shall serve at the pleasure of the
Board of Trustees.
Section 2. EXECUTIVE COMMITTEE. The Board of Trustees shall appoint
an Executive Committee. The Executive Committee shall exercise all powers of the
Board of Trustees between meetings of the Board of Trustees, except those powers
which by law, the charter or these bylaws may not be delegated. The Executive
Committee members shall be elected from the Board of Trustees to serve for five
year terms, provided the President and the Chairman of the Board of the
Corporation shall serve as members of the Executive Committee.
Section 3. NOMINATING COMMITTEE. A committee of three Trustees shall
be appointed by the Chairman of the Board of Trustees with the approval of the
Executive Committee to serve as a Nominating Committee responsible for
nominating persons to serve as Corporators. Each member of the Nominating
Committee shall serve for a one-year term or until his or her successor is
appointed by the Chairman of the Board of Trustees.
ARTICLE V
OFFICERS
Section 1. COMPOSITION AND DUTIES. The officers of the Corporation
shall consist of a President, one or more Vice Presidents, a Treasurer, a Clerk
and such other officers as the Trustees may from time to time elect. Such
officers shall serve at the pleasure of the Board of Trustees. The powers and
duties of the officers shall be as follows:
(a) PRESIDENT. The President shall be the Chief Executive
Officer unless the Board of Trustees, by special vote, confer the
duties of Chief Executive Officer upon the Treasurer or an Executive
Vice President. The President or such other Chief Executive Officer
shall have authority to appoint any agents or employees, other than
those provided by law or by these bylaws to be elected or appointed
by the Corporators or the Board of Trustees, and to prescribe their
authority and duties which may include the authority to appoint
subordinate agents or employees. In addition to said authority and
to the powers to preside at meetings, hereinbefore provided, the
President shall have such other powers, authority and duties as from
time to time may be provided by law or by action of the Board of
Trustees.
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(b) VICE PRESIDENTS. Each Vice President shall have such
powers and perform such duties as from time to time the President
may delegate or as the Board of Trustees may prescribe. In case of
the absence or disability of the President, any Vice President or
the Treasurer may, at the President's request, except as otherwise
provided in these bylaws, act temporarily in the President's place,
unless and until the Board of Trustees shall take other action as
provided in these bylaws.
(c) TREASURER AND ASSISTANT TREASURERS. The Treasurer shall
have the control of the money, securities and other property
belonging to the Bank, and shall cause the same to be held or
deposited for safekeeping subject to the authority of the Board of
Trustees and shall perform such other duties as are usually required
of the Treasurers of savings banks, or as may be prescribed by law
or by the Board of Trustees.
The Assistant Treasurers and any Vice Treasurer may perform
any or all the duties of the Treasurer, and shall have such other
power and perform such other duties as from time to time may be
assigned to them, respectively, by the Board of Trustees or be
delegated to them by the President.
(d) CLERK. The Clerk shall keep a record of the proceedings at
all of the meetings of the Corporators and of the Board of Trustees
and shall perform such other duties as are provided by law. In case
of the absence or disability of such Clerk, the President may
designate a person, other than an operating officer, who shall send
the required notices of meetings during such absence or disability;
and the President or other Chief Executive Officer may appoint a
person who is not an operating officer to serve a Clerk PRO TEM.
Section 2. ELECTION. The Board of Trustees shall have authority to
elect all officers.
Section 3. RESIGNATION AND REMOVAL. Any officer may resign at any
time giving written notice to the Chief Executive Officer or the Board of
Trustees. Unless otherwise specified in the notice, the resignation shall take
effect immediately upon receipt. Any officer elected by the Board of Trustees
may be removed at any time with or without cause by the Board of Trustees or by
the Executive Committee. Any officer appointed by the Chief Executive Officer,
and any employee or agent of the Corporation, may be removed at any time with or
without cause by the Chief Executive Officer, by the Board of Trustees or by the
Board of Investment.
Section 4. QUALIFICATION. No officer of the Corporation shall serve
as a corporator, trustee or officer of any other mutual holding company, as a
trustee, director or officer of any bank or thrift institution which is not a
subsidiary of the Corporation, or as a director or officer of any holding
company for any bank or thrift institution which is not a subsidiary of the
Corporation.
Section 5. COMPENSATION. The compensation of all officers shall be
established by the Board of Trustees.
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ARTICLE VI
INDEMNIFICATION
Section 1. DEFINITIONS. For purposes of this Article: (a) "Officer"
means any Corporator, Trustee, or officer of the Corporation who serves or has
served in such capacity and any heirs or personal representatives of such
person; (b) "Non-Officer Employee" means any person who serves or has served as
an employee of the Corporation but who is not or was not an Officer, and any
heirs or personal representatives of such person; (c) "Proceeding" means any
action, suit or proceeding, civil or criminal, brought or threatened in or
before any court, tribunal, administrative or legislative body or agency and any
claim which could be the subject of a Proceeding; and (d) "Expenses" means any
liability fixed by a judgment, order, decree or award in a Proceeding, any
amount reasonably paid in settlement of a Proceeding and any professional fees
or disbursements or other expenses reasonably incurred in a Proceeding.
Section 2. INDEMNIFIED PARTIES. Except as provided in Sections 4 and
5 of this Article VI, each Officer shall be indemnified by the Corporation
against any and all expenses incurred by such Officer in connection with any
Proceeding in which such Officer is involved as a result of serving or having
served (a) as a Corporator, Trustee, officer or employee of the Corporation, (b)
in any capacity with respect to any employee benefit plan sponsored by the
Corporation or any wholly-owned subsidiary of the Corporation, (c) as a
director, officer or employee of any wholly-owned subsidiary of the Corporation,
or (d) in any capacity with any other corporation, organization, partnership,
joint venture, trust or other entity at the request or direction of the
Corporation.
Section 3. NON-OFFICER EMPLOYEES. Except as provided in Sections 4
and 5 of this Article VI, each Non-Officer Employee of the Corporation may, in
the discretion of the Board of Trustees, be indemnified by the Corporation
against any and all Expenses incurred by such Non-Officer Employee in connection
with any Proceeding in which such Non-Officer Employee is involved as a result
of serving or having served (a) as an employee of the Corporation, (b) in any
capacity with respect to any employee benefit plan sponsored by the Corporation
or any wholly-owned subsidiary of the Corporation, (c) as a director, officer or
employee of any wholly-owned subsidiary of the Corporation, or (d) in any
capacity with any other corporation, organization, partnership, joint venture,
trust or other entity at the request or direction of the Corporation.
Section 4. SERVICE AT THE REQUEST OR DIRECTION OF THE CORPORATION.
No indemnification shall be provided to any Officer or Non-Officer Employee with
respect to serving or having served in any of the capacities described in
Section 2(d) or 3(d) above unless the following two conditions are met: (a) such
service was requested or directed in each specific case by a vote of the Board
of Trustees or by vote of the Executive Committee prior to the occurrence of the
event to which the indemnification relates, and (b) the Corporation maintains
insurance coverage for the type of indemnification sought. The Corporation shall
not be liable for indemnification under Section 2(d) or 3(d) above for any
amount in excess of the proceeds of insurance received with respect to such
coverage as the Corporation in its discretion may elect to carry. The
Corporation may, but shall not be required to, maintain insurance coverage with
respect to indemnification under Section 2(d)
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or 3(d) above. Notwithstanding any other provision of this Section 4, but
subject to Section 5 of this Article VI, the Board of Trustees may provide an
Officer or Non-Officer Employee with indemnification under Section 2(d) or 3(d)
above as to a Proceeding even if one or both of the two conditions specified in
this Section 4 have not been met and even if the amount of the indemnification
exceeds the amount of the proceeds of any insurance which the Corporation may
have elected to carry, provided that the Board of Trustees in its discretion
determines it to be in the best interests of the Corporation to do so.
Section 5. GOOD FAITH. No indemnification shall be provided to an
Officer or to a Non-Officer Employee with respect to a matter as to which such
person shall have been adjudicated in any Proceeding not to have acted in good
faith in the reasonable belief that the action of such person was in the best
interests of the Corporation. In the event that a Proceeding is compromised or
settled so as to impose any liability or obligation upon an Officer or
Non-Officer Employee, no indemnification shall be provided to said person with
respect to a matter if there is a determination that with respect to such matter
that such person did not act in good faith in the reasonable belief that the
action of such person was in the best interests of the Corporation. The
determination shall be made by a majority vote of those Trustees who are not
involved in such Proceeding. However, if there are less than three disinterested
Trustees, the determination shall be made by a committee consisting of three
disinterested Corporators, chosen at a regular or special meeting of the Board
of Trustees to make such determination.
Section 6. PRIOR TO FINAL DISPOSITION. Any indemnification provided
under this Article, in the case of an Officer shall include, and in the case of
a Non-Officer Employee may in the discretion of the Board of Trustees include,
payment by the Corporation of Expenses incurred in defending a Proceeding in
advance of the final disposition of such Proceeding upon receipt of an
undertaking by the Officer or Non-Officer Employee to repay such payment if such
person shall be adjudicated or determined to be not entitled to indemnification
under this Article.
Section 7. INSURANCE. The Corporation may, but shall not be required
to, purchase and maintain insurance to protect itself and any Officer or
Non-Officer Employee against any liability of any character asserted against or
incurred by the Corporation or any such person, or arising out of any such
status, whether or not the Corporation would have the power to indemnify such
person against such liability by law or under the provisions of this Article.
Section 8. INDEPENDENT INDEMNIFICATION. Nothing in this Article
shall limit any lawful rights to indemnification existing independently of this
Article.
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ARTICLE VII
MISCELLANEOUS
Section 1. FISCAL YEAR. Except as otherwise provided by the Board of
Trustees, the fiscal year of the Corporation shall end on September 30 of each
year.
Section 2. SEAL. The Board of Trustees shall have power to adopt and
alter the seal of the Corporation.
Section 3. EXECUTION OF INSTRUMENTS. All deeds, leases, transfers,
contracts, bonds, stock certificates and other certificates representing
securities, notes and other obligations and certificates to be executed by the
Corporation in the ordinary course of its business without Trustee action may be
executed on behalf of the Corporation by the Chairman of the Board, the Chief
Executive Officer, the President or any other officer or agent of the
Corporation as the Board of Trustees may authorize for such purpose.
Section 4. VOTING OF SECURITIES. Unless the Board of Trustees
otherwise provides, the Chief Executive Officer, the President or any other
officer or agent designated by the Board of Trustees may waive notice of or act
on behalf of the Corporation or appoint another person or persons to act as
proxy or attorney in fact for the Corporation with or without discretionary
power and/or power of substitution at any meeting, or to execute any written
consent in lieu of any meeting, of the stockholders or shareholders of any other
corporation or organization any of whose securities are held by the Corporation.
Section 5. SUBSIDIARY. For purposes of these by-laws, "subsidiary"
of the Corporation means (i) any corporation in which the Corporation directly
or indirectly through subsidiaries holds a substantial controlling interest at
the time or (ii) any partnership, association, joint venture or other entity in
which the Corporation directly or indirectly through subsidiaries holds a
substantial controlling interest at the time.
ARTICLE VIII
AMENDMENTS
These bylaws 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
the 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 by-law
amendment and shall include the text of the proposed amendment or a summary
thereof.
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