Exhibit 3.3
AS AMENDED BY VOTE OF THE BOARD OF DIRECTORS
ON FEBRUARY 25, 1999
BY-LAWS
OF
FIRST IPSWICH BANCORP
ARTICLE I
Articles of Organization
The name and purposes of the Corporation shall be as set forth in the
Articles of Organization. These By-laws, the powers of the Corporation and its
Directors and stockholders, and all matters concerning the conduct and
regulation of the business of the Corporation shall be subject to such
provisions in regard thereto, if any, as are set forth in the Articles of
Organization; and the Articles of Organization, as from time to time amended,
are hereby made a part of these By-laws. All references in these By-laws to the
Articles of Organization shall be construed to mean the Articles of Organization
of the Corporation from time to time amended.
ARTICLE II
Annual Meeting of Stockholders
The annual meeting of stockholders shall be held at 9:00 A.M. on the last
Friday of March in each year or on such other day and at such other hour as may
be fixed by vote of the Board of Directors or, if the Board shall not fix such
hour, as may be determined by the President and set forth in the notice thereof,
unless that day be a legal holiday at the site of the meeting, in which case the
meeting shall be held at the same hour on the next succeeding business day at
the site of the meeting. Purposes for which an annual meeting is to be held, in
addition to those prescribed by law, by the Articles of Organization and by
these By-laws, may be specified by the President, or by a vote of a majority of
the Directors then in office.
If such annual meeting is omitted on the day herein provided therefore, a
special meeting of stockholders may be held in place thereof and any business
transacted or elections held at such special meeting shall have the same effect
as if transacted or held at the annual meeting, and, in such case, all
references in these By-laws, except in this Article II and in Article IV, to the
annual meeting of the stockholders shall be deemed to
refer to such special meeting. Any such special meeting shall be called, and the
purpose thereof shall be specified in the notice thereof, as provided in Article
III.
ARTICLE III
Special Meetings of Stockholders
A special meeting of stockholders may be called at any time by the
President or by a majority of the Directors then in office, as well as at any
other time as would be required by law. Such call shall state the time, place
and purpose of the meeting.
ARTICLE IV
Place of Stockholders' Meetings
The annual meeting of stockholders and any special meeting of
stockholders, by whomever called, shall be held at the principal office of the
Corporation in Massachusetts, or at such other place in Massachusetts or within
the continental limits of the United States of America as may be determined by
the Board of Directors (or, in the event such meeting shall have been called
upon the application of stockholders, by such stockholders) and stated in the
notice thereof. Any adjourned session of any annual or special meeting of
stockholders shall be held within the continental limits of the United States at
such place as is designated in the vote of adjournment.
ARTICLE V
Notice of Stockholders' Meetings
A written notice of each annual or special meeting of stockholders,
stating the place, date and hour thereof, and the purpose and purposes for which
the meeting is to be held, shall be given at least seven (7) days before the
meeting to each stockholder entitled to vote thereat, and to each stockholder
who, under the Articles of Organization or these By-laws, is entitled to such
notice, by leaving such notice with him or at his residence, or usual place of
business, or by mailing it, postage prepaid, addressed to such stockholder at
his address as it appears in the records of the Corporation. Such notice shall
be given by the Clerk, by any other officer, or by a person designated either by
the Clerk or by the person or persons calling the meeting, or by the Board of
Directors. No notice of the time, place or purposes of any annual or special
meeting of stockholders shall be required to be given to a stockholder if a
written waiver of such notice is executed before of after the meeting by such
stockholder, or by his attorney thereunto authorized, and filed with the records
of the meeting.
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ARTICLE VI
Quorum of Stockholders
At any meeting of stockholders, a quorum for the election of any Director
or officer, or for the consideration of any question, shall consist of a
majority in interest of all stock issued, outstanding and entitled to vote at
such election, or upon such question, respectively; except that if two or more
classes or series of stock are entitled to vote as separate classes or series
upon any question, then, in the case of each such class or series, a quorum for
the consideration of such question shall consist of a majority in interest of
all stock of that class or series issued, outstanding and entitled to vote; and
except in any case where a larger quorum is required by law, by the Articles of
Organization or by these By-laws. Stock owned by the Corporation, if any, shall
not be deemed outstanding for this purpose. In any case, any meeting may be
adjourned from time to time by a majority of the votes properly cast upon the
question, whether or not a quorum is present, and the meeting may be held as
adjourned without further notice.
When a quorum is present at any meeting, a plurality of the votes properly
cast for any office shall elect to such office, except where a larger vote is
required by law, by the Articles of Organization or by these By-laws, and a
majority of the votes properly cast upon any other question (or if two or more
classes or series of stock are entitled to vote as separate classes or series
upon such question, then, in the case of each such class or series, a majority
of the votes of such class or series properly cast upon the question), except in
any case where a larger vote is required by law, by the Articles of Organization
or by these By-laws, shall decide the matter.
ARTICLE VII
Proxies and Voting
Except as may be provided in the Articles of Organization, with respect to
two or more classes or series of stock, stockholders entitled to vote shall have
one vote for each share of stock entitled to vote owned by them and a
proportionate vote for each fractional share. No ballot shall be required for
such election unless requested by a stockholder present or represented at the
meeting and entitled to vote in the election. The Corporation shall not,
directly or indirectly, vote upon any share of its own stock.
Stockholders entitled to vote may vote either in person or by proxy in
writing dated not more than six (6) months before the meeting named therein,
which proxies shall be filed with the Clerk of the meeting, or any adjournment
thereof, before being voted. Such proxies shall entitle the holders thereof to
vote at any adjournment of such meeting, but shall not be valid after the final
adjournment of such meeting.
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The Chairman of the Board, if there be one, or in his absence the
President, or in absence of both the Chairman of the Board and the President a
vice-president, shall call meetings of the stockholders to order and shall act
as chairman thereof. The Clerk of the Corporation, if present, shall record the
proceedings of all meetings of stockholders and, in his absence, the presiding
officer may appoint a clerk pro tempore of the meeting.
ARTICLE VIII
Board of Directors
The Board of Directors shall consist of not fewer than three nor more than
such number as the Directors may determine from time to time; provided, however,
that the number of Directors shall be not fewer than two whenever there shall be
only two stockholders and not fewer than one whenever there shall be only one
stockholder. Directors shall be elected annually (by ballot if so requested by
any stockholder entitled to vote) at the annual meeting of the stockholders by
such stockholders as have the right to vote for such nominees at such election.
The number of Directors for each corporate year shall initially be fixed by vote
of the Directors prior to the meeting at which they are elected, and if not so
fixed shall be the number of Directors immediately prior to such meeting.
Any action which may by law, the Articles of Organization of these By-laws
be taken by a majority of the Board of Directors then in office may be taken by
the sole Director when and if the Corporation has only one Director.
At any time during any year the number of the Board of Directors may be
increased or reduced by vote of a majority of the Directors then in office. In
no case may such reduction shorten the term of an incumbent Director.
No director need be a stockholder except as may be otherwise provided by
law, by the Articles of Organization or these By-laws. Each Director shall hold
office until his term expires and until his successor is elected and qualified,
or until he sooner dies, resigns or is removed.
ARTICLE IX
Powers of Directors
The Business, property and affairs of the Corporation shall be managed by,
and be under the control and direction of, the Board of Directors, which shall
have and may exercise all the powers of the Corporation except such as are
conferred upon the stockholders or other officers by law, by the Articles of
Organization or by these By-laws.
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Except as may be otherwise specifically provided by law, the Board of
Directors is expressly authorized to issue, from time to time, all or any
portion or portions of the capital stock of the Corporation of any class or
series which may have been authorized but not issued or otherwise reserved for
issue, to such person or persons and for such consideration (but not less than
the par value thereof in case of stock having par value), whether cash, tangible
or intangible property, good will, services or expenses, as they may deem best,
without first offering (for subscription or sale) such authorized but unissued
stock to any present of future stockholders of the Corporation, and generally in
their absolute discretion to determine the terms and manner of any disposition
of such authorized but unissued stock.
The Board of Directors may delegate from time to time to any committee,
officer or agent such powers and authority as the law, the Articles of
Organization and these By-laws may permit. The Board of Directors in its
discretion may appoint and remove and determine the compensation and duties in
addition to those fixed by law, the Articles of Organization and these By-laws,
of all the officers, representatives, agents, employees, and servants of the
Corporation. The Board of Directors shall have power to fix a reasonable
compensation or fee for the attendance of their members at meetings of the
Board. The Board of Directors shall have the power, from time to time, to fix
and determine and to vary the amount of working capital of the Corporation and
to direct and determine the use and disposition of any surplus or net profits of
the Corporation over and above the amount contributed as, or constituting,
paid-in capital. The Board of Directors, in its discretion, shall, from time to
time, declare what, if any, dividends shall be paid on the stock of the
Corporation out of the remaining surplus or net profits, and any dividend so
declared shall be payable at such time or times as the Board shall determine.
ARTICLE X
Committees of Directors
The Board of Directors, by vote of a majority of the Directors then in
office, may at any time elect from its own number an executive committee and/or
one or more other committees, to consist of not fewer than three members, and
may from time to time designate or alter, within the limits permitted by this
Article X, the duties and powers of such committees or change their membership,
and may at any time abolish such committees or any of them.
Any committee shall be vested with such powers of the Board of Directors
as the Board may determine in the vote establishing such committee or in a
subsequent vote of a majority of directors then in office, provided; however,
that no such committee shall have any power prohibited by law, or the Articles
of Organization, or the power
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a. to change the principal office of the Corporation;
b. to amend or authorize the amendment of the Articles of Organization
or by these By-laws;
c. to issue stock;
d. to establish and designate series of stock, or fix and determine the
relative rights and preferences of any series of stock;
e. to elect officers required by law, the Articles of Organization or
these By-laws to be elected by stockholders or Directors, or to fill
vacancies in any such office;
f. to change the number of the Board of Directors or to fill vacancies
in the Board of Directors;
g. to remove officers or Directors from office;
h. to authorize the payment of any dividend or distribution to
stockholders;
i. to authorize the reacquisition for value of stock of the
Corporation;
j. to authorize a merger or consolidation of the Corporation or a sale
or other disposition of all or substantially all the property and
business of the Corporation; or
k. to authorize the liquidation or dissolution of the Corporation;
and provided further, that the fact that a particular power appears in the
foregoing enumeration of powers denied to committees of the Board of Directors
shall not be construed to over-ride by implication any other provision of the
Articles of Organization or these By-laws limiting or denying to the Board of
Directors the right to exercise such power.
Each member of a committee shall hold office until the first meeting of
the Board of Directors following the next annual meeting of stockholders (or
until such other time as the Board of Directors may determine, either in the
vote establishing the committee or at the election of such member) and until his
successor is elected and qualified, or until he sooner dies, resigns, is
removed, is replaced by change of membership or becomes disqualified by ceasing
to be a Director, or until the committee is sooner abolished by the Board of
Directors.
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A majority of the members of any committee then in office, but not fewer
than two, shall constitute a quorum for the transaction of business, but any
meeting may be adjourned from time to time by a majority of the votes cast upon
the question, whether or not a quorum is present, and the meeting may be held as
adjourned without further notice. Each committee may make rules not inconsistent
herewith for the holding and conduct of its meetings, but unless otherwise
provided in such rules its meetings shall be held and conducted in the same
manner, as nearly as may be, as is provided in these By-laws for meetings of the
Board of Directors. The Board of Directors shall have the power to rescind any
vote or resolution of any committee; provided, however, that no rights of third
parties shall be impaired by such rescission.
ARTICLE XI
Meetings of the Board of Directors;
Action without a Meeting
Regular meetings of the Board of Directors may be held without call or
notice at such places and at such times as the Board may from time to time
determine; provided, however, that reasonable notice of such determination and
of any changes therein is given to each member of the Board then in office. A
regular meeting of the Board of Directors for the purpose of electing officers
and agents may be held without call or notice immediately after and at the same
place as the annual meeting of stockholders, and, if held upon due call or
notice, for such other and further purposes as may be specified in such call or
notice.
Special meetings of the Board of Directors may be held at any time and at
any place when called by the President, the Treasurer, the Chairman of the
Board, if there be one, or two or more Directors, reasonable notice thereof
being given to each Director by the Secretary, or, if there be no Secretary, by
the Clerk, or, in the case of death, absence, incapacity or refusal of the
Secretary (or the Clerk, as the case may be), by the officer or Directors
calling the meeting. In any case, it shall be deemed sufficient notice to a
Director to send notice by mail at least forty-eight (48) hours, or by telegram
at least twenty-four (24) hours, before the meeting, addressed to him at his
usual or last known business or residence address; or to give notice to him in
person, either by telephone or by handing him a written notice, at least
twenty-four (24) hours before the meeting.
Notwithstanding the foregoing, notice of a meeting need not be given to
any Director if a written waiver of notice, executed by him before or after the
meeting, is filed with the records of the meeting, or to any Director who
attends the meeting without protesting prior thereto, or at its commencement,
the lack of notice to him.
Any action required or permitted to be taken at any meeting of the
Directors may be taken without a meeting if a written consent thereto is signed
by such number of the
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Directors as required by applicable law, or established by the Directors if less
than all of the Directors are required by applicable law to sign such written
consent, and such written consent is filed with the records of the meetings of
the Directors. Such consent shall be treated as a vote at a meeting for all
purposes. Such consents may be executed in one or more counterparts and not
every Director need sign the same counterpart.
ARTICLE XII
Quorum of Directors
At any meeting of the Board of Directors, a quorum for any election, or
for the consideration of any question, shall consist of a majority of the
Directors then in office (except if there is an Interested Stockholder, in which
event such quorum shall consist of a majority of the Continuing Directors then
in office), but any meeting may be adjourned from time to time by a majority of
the votes cast upon the question, whether or not a quorum is present, and the
meeting may be held as adjourned without further notice. When a quorum is
present at any meeting, the votes of a majority of the Directors present shall
be requisite and sufficient for election to any office, and a majority of the
Directors present shall decide any question brought before such meeting except
in any case where a larger vote is required by law, by the Articles of
Organization or by these By-laws.
ARTICLE XIII
Officers and Agents
The officers of the Corporation shall be a President, a Treasurer, a
Clerk, and such other officers, which may include a Chairman of the Board, a
Secretary, a Controller, one or more Vice President, Assistant Treasurers,
Assistant Clerks, or Assistant Controllers, as the Board of Directors may, in
its discretion, elect or appoint. The Corporation may also have such agents, if
any, as the Board of Directors may, in its discretion, appoint. The President
need not be a Director. The Clerk shall be a resident of Massachusetts unless
the Corporation has a resident agent appointed for the purpose of receiving
service of process. So far as is permitted by law, any two or more offices may
be held by the same person.
Subject to law, to the Articles of Organization and the other provisions
of these By-laws, each officer shall have, in addition to the duties and powers
herein set forth, such duties and powers as are commonly incident to his office
and as the Board of Directors may from time to time designate.
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The President, Treasurer, and Clerk (and the Secretary and Chairman of the
Board, if, as the case may be, there be one) shall be elected annually by the
Board of Directors at its first meeting following the annual meeting of
stockholders, by vote of a majority of the full Board of Directors. Such other
officers of the Corporation as may be created in accordance with these By-laws
may be filled at such meeting by vote of a majority of the full Board of
Directors or any other time by vote of a majority of the Directors then in
office.
Each officer shall (subject to Article XVIII of these By-laws) hold office
until the first meeting of the Board of Directors following the next annual
meeting of stockholders and until his successor is elected or appointed and
qualified, or until he sooner dies, resigns, is removed, or becomes
disqualified. Each agent shall retain his authority at the pleasure of the Board
of Directors.
Any officer, employee, or agent of the Corporation may be required, as and
if determined by the Board of Directors, to give bond for the faithful
performance of his duties.
ARTICLE XIV
President and Vice Presidents; Chairman of the Board
The President shall be the chief executive officer of the Corporation and
shall have general charge and supervision of the business, property and affairs
of the Corporation and such other powers and duties as the Board of Directors
may prescribe, subject to the control of the Board of Directors, unless
otherwise provided by law, the Articles of Organization, these By-laws or by
specific vote of the Board of Directors. Unless a Chairman of the Board shall
have been elected, the President shall preside at all meetings of stockholders
and of the Board of Directors at which he is present except as otherwise voted
by the Board of Directors.
Any Vice President shall have such duties and powers as shall be
designated from time to time by the Board of Directors or by the President, and,
in any case, shall be responsible to and shall report to the President. In the
absence or disability of the President, the Vice President or, if there by more
than one, the Vice Presidents in the order of their seniority or as otherwise
designated by the Board of Directors, shall have the powers and duties of the
President.
The Chairman of the Board, if there by one, shall be a member of the Board
of Directors and shall preside at its meetings and at the meetings of the
stockholders. He shall keep himself informed of the administration of the
affairs of the Corporation, shall advise and counsel with the President
(although the Chairman of the Board and the President may be the same person),
and, in the President's absence, with other officers
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of the Corporation, and shall perform such other duties as may from time to time
be assigned to him by the Board of Directors.
ARTICLE XV
Treasurer and Assistant Treasurer
The Treasurer shall be the chief financial officer of the Corporation and
shall be in charge of its funds and the disbursements thereof, subject to the
President and Board of Directors, and shall have such duties and powers as are
commonly incident to the office of a corporate treasurer and such other duties
and powers as may be prescribed from time to time by the Board of Directors or
by the President. If no Controller is elected, the Treasurer shall also have the
duties and powers of the Controller as provided in these By-laws. The Treasurer
shall be responsible to and shall report to the Board of Directors, but in the
ordinary conduct of the Corporation's business, shall be under supervision of
the President.
Any Assistant Treasurer shall have such duties and powers as shall be
prescribed from time to time by the Board of Directors or by the Treasurer, and
shall be responsible to and shall report to the Treasurer. In the absence of
disability of the Treasurer, the Assistant Treasurer or, if there be more than
one, the Assistant Treasurers in their order of seniority or as otherwise
designated by the Board of Directors shall have the powers and duties of the
Treasurer.
ARTICLE XVI
Controller
If a Controller is elected, he shall be the chief accounting officer of
the Corporation and shall be in charge of its books of account and accounting
records and of its accounting procedures, and shall have such duties and powers
as are commonly incident to the office of a corporate controller and such other
duties and powers as may be prescribed from time to time by the Board of
Directors or by the President. The Controller shall be responsible to and shall
report to the Board of Directors, but in the ordinary conduct of the
Corporation's business, shall be under the supervision of the President.
Any Assistant Controller shall have duties and powers as shall be
prescribed from time to time by the Board of Directors or by the Controller, and
shall be responsible to and shall report to the Controller. In the Absence or
disability of the Controller, the Assistant Controller or, if there by more than
one, Assistant Controllers in their order of seniority or as otherwise
designated by the Board of Directors, shall have the powers and duties of the
Controller.
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ARTICLE XVII
Clerk; Secretary; Assistant Clerk and Assistant Secretary
The Clerk shall record all proceedings of the stockholders in books to be
kept therefor, and shall have custody of the Corporation's records, documents
and valuable papers. In the absence of the Clerk from any such meeting, the
Secretary, if any, may act as temporary clerk, and shall record the proceedings
thereof in the aforesaid books, or a temporary clerk may be chosen by vote of
the meeting.
The Clerk shall also keep, or cause to be kept, the stock transfer records
of the Corporation which shall contain a complete list of the names and
addresses of all stockholders and the amount of stock held by each.
Unless the Board of Directors shall otherwise designate, the Clerk or, in
his absence, the Assistant Clerk, if any, shall have custody of the corporate
seal and be responsible for affixing it to such documents as may be required to
be sealed.
The Clerk shall have such other duties and powers as are commonly incident
to the office of a corporate clerk, and such other duties and powers as may be
prescribed from time to time by the Board of Directors or by the President.
If no Secretary is elected, the Clerk shall also record all proceedings of
the Board of Directors and of any meetings of any committees of the Board, and,
in his absence from any such meeting, a temporary clerk shall be chosen who
shall record the proceedings thereof.
The Secretary shall attend all meetings of the Board of Directors and
shall record the proceedings thereat in books provided for that purpose which
shall be open during business hours to the inspection of any director. He shall
notify the Directors of the meetings in accordance with these By-laws and shall
have and may exercise such other powers and duties as the Board of Directors may
prescribe. In the absence of the Secretary at a meeting of the Board of
Directors, a temporary secretary shall be chosen.
Any Assistant Clerk and any Assistant Secretary shall have such duties and
powers as shall from time to time be designated by the Board of Directors or the
Clerk or the Secretary, respectively, and shall be responsible to and shall
report to the Clerk and the Secretary respectively.
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ARTICLE VXIII
Resignation and Removals
Any Director of officer may resign at any time by delivering his
resignation in writing to be President, the Clerk or the Secretary, or to a
meeting of the Board of Directors. Removal of Directors may only be with cause
as provided for in the Articles of Organization. The Board of Directors may, at
any time, by vote of a majority of the Directors present and voting, terminate
or modify the authority of any agent. No Director or officer resigning and
(except where a right to receive compensation for a definite future period shall
be expressly provided in a written agreement with the Corporation, duly approved
by the Board of Directors) no Director or officer removed shall have any right
to any compensation as such Director or officer for any period following his
resignation or removal, or any right to damages on account of such removal,
whether his compensation be by the month, by the year or otherwise. Any Director
or officer may be removed only after reasonable notice and opportunity to be
heard before the body proposing to remove him.
ARTICLE XIX
Vacancies
Any vacancy in the Board of Director, however occurring, including a
vacancy resulting from the enlargement of the Board, and any vacancy in any
other office, shall be filled as provided in the Articles of Organization with
regard to vacancies occurring in the Board of Directors.
If the office of any member of any committee or of any other office
becomes vacant, the Board of Directors may elect or appoint a successor or
successors by vote of a majority of the Directors then in office.
Each successor as a Director or officer shall hold office for the
unexpired term and until his successor shall be elected or appointed and
qualified, or until he sooner dies, resigns, is removed or becomes qualified.
The Board of Directors shall have and may exercise all of its powers,
notwithstanding the existence of one or more vacancies in its number.
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ARTICLE XX
Capital Stock
The authorized amount of the capital stock and the par value, if any, of
the shares shall be as fixed in the Articles of Organization. At all times when
there are two or more classes or series of stock, the several classes of series
of stock shall conform to the description and terms, and have the respective
preferences, voting powers, restrictions and qualifications set forth in the
Articles of Organization (which include such certificate or certificates as may
be filed in conformance with applicable law in connection with the Directors'
authorization and issuance of one or more series of class of stock).
ARTICLE XXI
Certificate of Stock
Each stockholder shall be entitled to a certificate of the capital stock
of the Corporation owned by him, in such form as shall, in conformity to law, be
prescribed from time to time by the Board of Directors. Such certificate shall
be signed by either the President or a Vice President, and by either the
Treasurer or an Assistant Treasurer, and may, but need not be, sealed with the
corporate seal; but when any such certificate is signed by a transfer agent or
by a registrar other than a Director, officer, or employee of the Corporation,
the signature of the President or a Vice President and of the Treasurer or an
Assistant Treasurer of the Corporation, or either or both such signatures and
such seal upon such certificate, may be facsimile. If any officer who has
signed, or whose facsimile signature has been placed on, any such certificate
shall have ceased to be such officer before such certificate is issued, the
certificate may be issued by the Corporation with the same effect as if he were
such officer at the time of issue.
Every certificate for shares of stock which are subject to any restriction
on transfer pursuant to law, the Articles of Organization, these By-laws, or any
agreement to which the Corporation is a party, shall have the restriction noted
conspicuously on the certificate, and shall also set forth, on the face or back,
either the full text of the restriction or a statement of the existence of such
restriction and (except if such restriction is imposed by law) a statement that
the Corporation will furnish a copy thereof to the holder of such certificate
upon written request and without charge. Every certificate issued when the
Corporation is authorized to issue more than one class or series of stock shall
set forth on its face or back either the full text of the preferences, voting
powers, qualification, and special relative rights of the shares of each class
and series authorized to be issued, or a statement of the existence of such
preferences, powers, qualifications and rights, and a statement that the
Corporation will furnish a copy thereof to the holder of such certificate upon
written request and without charge.
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ARTICLE XXII
Transfer of Shares of Stock
Subject to the restrictions, if any, stated or noted on the stock
certificates, shares of stock may be transferred on the books of the Corporation
only by surrender to the Corporation, or its transfer agent, of the certificate
therefor, properly endorsed or accompanied by a written assignment or power of
attorney properly executed, with all requisite stock transfer stamps affixed,
and with such proof of the authenticity and effectiveness of the signature as
the Corporation or its transfer agent shall reasonably require. Except as may be
otherwise required by law, the Articles of Organization or these By-laws, the
Corporation shall have the right to treat the person registered on the stock
transfer books as the owner of any shares of the Corporation's stock as the
owner-in-fact thereof for all purposes, including the payment of dividends,
liability for assessments, the right to vote with respect thereto and otherwise,
and accordingly shall not be bound to recognize any attempted transfer, pledge
or other disposition thereof, or any equitable or other claim with respect
thereto, whether or not it shall have actual or other notice thereof, until such
shares shall have been transferred on the Corporation books in accordance with
these By-laws. It shall be the duty of each stockholder to notify the
Corporation of his post office address.
ARTICLE XXIII
Transfer Agents and Registrars; Further Regulations
The Board of Directors may appoint one or more banks, trust companies or
corporations doing a corporate trust business, in good standing under the laws
of the United Sates or any state therein, to act as the Corporation's transfer
agent and/or registrar for shares of capital stock, and the Board may make such
other and further regulations, not inconsistent with applicable law, as it may
deem expedient concerning the issue, transfer and registration of capital stock
and stock certificates of the Corporation.
ARTICLE XXIV
Loss of Certificates
In the case of the alleged loss, destruction, or wrongful taking of a
certificate of stock, a duplicate certificate may be issued in place thereof
upon receipt by the Corporation of such evidence of loss and such indemnity
bond, with or without surety, as shall be satisfactory to the President and the
Treasurer, or otherwise upon such terms, consistent with law, as the Board of
Directors may prescribe.
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ARTICLE XXV
Record Date
The Directors may fix in advance a time, which shall not be more than
sixty days before the date of any meeting of stockholders or the date for the
payment of any dividend or the making of any distribution to stockholders, or
the last day on which the consent or dissent of stockholders may be effectively
expressed for any purpose, as the record date for determining the stockholders
having the right to notice of and to vote at, such meeting and any adjournment
thereof, or the right to receive such dividend or distribution, or the right to
give such consent or dissent, and in such case, only stockholders of record on
such record date shall have such right, notwithstanding any transfer of stock on
the books of the Corporation after the record date; or, without fixing such
record date, the Directors may, for any such purposes, close the transfer books
for all or any part of such period.
ARTICLE XXVI
Seal
The Seal of the Corporation shall, subject to alteration by the Board of
Directors, consist of a flat-faced circular die with the word "Massachusetts",
together with the name of the Corporation and the year of incorporation, cut or
engraved thereon. An impression of the seal impressed upon the original copy of
these By-laws shall be deemed conclusively to be the seal adopted by the Board
of Directors.
ARTICLE XXVII
Execution of Papers
Except as the Board of Directors may generally or in particular cases
otherwise authorize or direct, all deeds, leases, transfers, contracts,
proposals, bonds, notes, checks, drafts and other obligations made, accepted or
endorsed by the Corporation shall be signed or endorsed on behalf of the
Corporation by its President or by one of its Vice Presidents or by its
Treasurer.
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ARTICLE XXIX
Indemnification of Directors, Officers and
Persons Administering Employee Benefit Plans
Each officer or Director or former officer or Director of the Corporation,
and each person who shall, at the Corporation's request, have served as an
officer or director of another corporation or as a trustee or officer of an
association or trust, in which the Corporation from time to time owns stock or
shares, or of which the Corporation is a creditor, and each person who shall at
the Corporation's request, have served in any capacity with respect to any
employee benefit plan, whether or not then in office or then serving with
respect to such employee benefit plan, and the heirs, executors, administrators,
successors and assigns of each of them shall be indemnified by the Corporation
against all liabilities, costs and expenses, including amounts paid in
satisfaction of judgments, in compromise and/or as fines or penalties and fees
and disbursements of counsel, imposed upon or reasonably incurred by him or them
in connection with or arising out of any action, suit, or proceeding, civil or
criminal, in which he or they may be involved, or incurred in anticipation of
any action, suit, or proceeding, by reason of his being or having been an
officer, trustee or Director or by reason of any alleged act or omission by him
in such capacity or in serving with respect to any employee benefit plan,
including the cost of reasonable settlements (other than amounts paid to the
Corporation itself) made with a view to curtailment of costs of litigation.
Without limiting the generality of the foregoing, no Director or officer of the
Corporation shall be liable to any person on account of any action undertaken by
him as such Director or officer in reliance in good faith upon information,
opinions, reports or records, including financial statements, books of account
and other financial records, in each case presented by or prepared by or under
the supervision of (1) one or more officers or employees of the Corporation whom
the Director or officer reasonably believes to be reliable and competent in the
matters presented, or (2) counsel, public accounts or other persons as to
matters which the Director or officer reasonably believes to be within such
person's professional or expert competence, or (3) in the case of a Director, a
duly constituted committee of the Board of Directors upon which he does not
serve, as to matters within its delegated authority, which committee the
Director reasonably believes to merit confidence. The Corporation shall not,
however, indemnify any such person, or his heirs, executors, administrators,
successors, or assigns, with respect to any matter as to which he shall be
finally adjudged in any such action, suit, or proceeding not to have acted in
good faith in the reasonable belief that his action was in the best interests of
the Corporation, or to the extent that such matter relates to service with
respect to an employee benefit plan, in the best interests of the participants
or beneficiaries of such employee benefit plan. Such indemnification may include
payment by the Corporation and expenses incurred in defending any such action,
suit, or proceeding in advance of the final disposition thereof, upon receipt of
an undertaking by the person indemnified to repay such payment if he shall be
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adjudicated to be not entitled to indemnification under this Article, which
undertaking may be accepted by the Corporation without reference to the
financial ability of such person to make repayment. The foregoing rights of
indemnification shall not be exclusive of other rights to which any such
Director, officer or person serving with respect to an employee benefit plan may
be entitled as a matter of law. These indemnity provisions shall be separable,
and if any portion thereof shall be finally adjudged to be invalid, such
invalidity shall not affect any other portion which can be given effect.
The Board of Directors may purchase and maintain insurance on behalf of
any person who is or was a Director, officer, trustee, employee or other agent
of the Corporation, or is or was serving at the request of the Corporation as a
Director, officer, trustee, employee or other agent of another corporation of
which the Corporation is or was a stockholder or creditor, against any liability
incurred by him in any such capacity or arising out of his status as such,
whether or not the Corporation would have the power to indemnify him against
such liability.
If in an action, suit or proceeding brought by or in the right of the
Corporation, a Director of the Corporation is held not liable for monetary
damages, whether because that Director is relieved of personal liability under
applicable provisions in the Articles of Organization or otherwise, that
Director shall be deemed to have met the Standard of conduct set forth above in
this Article XXIX and to be entitled to indemnification for expenses reasonably
incurred in the defense of such action, suit or proceeding as provided herein.
ARTICLE XXX
Voting Stock in Other Corporation
Unless other ordered by the Board of Directors, the President or, in the
case of his absence of failure to act, the Treasurer, shall have full power and
authority on behalf of the Corporation to attend and to act and to vote at any
meetings of stockholders of any corporation in which this Corporation may hold
stock, and at any such meeting shall possess and may exercise any and all rights
and powers incident to the ownership of such stock and which, as the owner
thereof, the Corporation might have possessed and exercised if present. The
Board of Directors, by resolution from time to time, or, in the absence thereof,
the President, may confer like powers upon any other person or persons as
attorneys and proxies of the Corporation.
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ARTICLE XXXI
Corporate Records
The original or attested copies of the Articles of Organization, By-laws,
and records of all meetings of the incorporators and stockholders, and the stock
and transfer records which shall contain the names of all stockholders and the
record address and the amount of stock held by each, shall be kept in
Massachusetts either at the principal office of the Corporation or at an office
of its transfer agent or of the Clerk. Said copies and records need not all be
kept in the same office. They shall be available at all reasonable times for
inspection by any stockholder for any proper purpose, but not to secure a list
of the stockholders for the purpose of selling said list, or copies thereof, or
of using the same for a purpose other than in the present interest of the
applicant, as a stockholder, relative to the affairs of the Corporation.
ARTICLE XXXII
Amendments
These By-laws may be altered, amended or repealed, in whole or in part at
any time as provided in the Articles of Organization.
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