Exhibit 3.4
Filed
Comptroller of The Currency
Northeastern District
Date 9/29/87
Articles of Association
FNBI
For the purpose of organizing an association to carry on the business of banking
under the laws of the United States, and pursuant to a certain Merger Agreement
dated July 21, 1987, under the terms of which The First National Bank of Ipswich
shall merge into and under the Charter and Articles of Association of The Second
National Bank of Ipswich, the undersigned do enter into the following articles
of association:
FIRST. The title of this association shall be The First National Bank of
Ipswich.
SECOND. The main office of the association shall be in Ipswich, County of Essex,
Commonwealth of Massachusetts. The general business of the association shall be
conducted at its main office and its branches.
THIRD. The board of directors of this association shall consist of not less than
five nor more than twenty-five shareholders, the exact number to be fixed and
determined from time to time by resolution of a majority of the full board of
directors or by resolution of the shareholders at any annual or special meeting
thereof. Each director, during the full term of his or her directorship, shall
own, as required under 12 U.S.C ss. 72, a minimum of $1,000 aggregate par value
of stock of this association or a like equity interest as determined by the
Comptroller of the Currency in a company controlling this association.
Any vacancy in the board of directors may be filled by action of the board of
directors provided, however, that a majority of the full board of directors may
not increase the number of directors to a number which: (1) exceeds by more than
two the number of directors last elected by shareholders where the number was 15
or 1ess, and (2) exceeds by more than four the number of directors last elected
by shareholders where the number was 16 or more, but in no event shall the
number of directors exceed 25.
FOURTH. There shall be an annual meeting of the shareholders to elect directors
and transact whatever other business may be brought before the meeting. It shall
be held at the main office or any other convenient place the board of directors
may designate, on the day of each year specified therefor in the bylaws, but if
no election is held on that day, it may be held on any subsequent day according
to such lawful rules as may be prescribed by the board of directors.
Nominations for election to the board of directors may be made by the board of
directors or by any stockholder of any outstanding class of capital stock of the
association entitled to vote for election of directors. Nominations other than
those made by or on
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behalf of the existing bank management shall be made in writing and be delivered
or mailed to the president of the association and to the Comptroller of the
Currency, Washington, D.C., not less than 14 days nor more than 50 days prior to
any meeting of shareholders called for the election of directors, provided,
however, that if less than 21 days notice of the meeting is given to
shareholders, such nominations shall be mailed or delivered to the president of
the association and to the Comptroller of the Currency not later than the close
of business on the seventh day following the day on which the notice of meeting
was mailed. Such notification shall contain the following information to the
extent known to the notifying shareholder:
o The name and address of each proposed nominee.
o The principal occupation of each proposed nominee.
o The total number of shares of capital stock of the association that
will be voted for each proposed nominee.
o The name and residence address of the notifying shareholder.
o The number of shares of capital stock of the association owned by
the notifying shareholder. Nominations not made in accordance
herewith may, in his/her discretion, be disregarded by the
chairperson of the meeting, and upon his/her instructions, the vote
tellers may disregard a all votes cast for each such nominee.
FIFTH. The authorized amount of capital stock of this association shall be
700,000 shares of common stock of the par value of four dollars ($4.00) each;
but said capital stock may be increased or decreased from time to time,
according to the provisions of the laws of the United States.
If the capital stock is increased by the sale of additional shares thereof, each
shareholder shall be entitled to subscribe for such additional shares in
proportion to the number of shares of said capital stock owned by him/her at the
time the increase is authorized by the shareholders, unless another time
subsequent to the date of the shareholders' meeting is specified in a resolution
by the shareholders at the time the increase is authorized. The board of
directors shall have the power to prescribe a reasonable period of time within
which the preemptive rights to subscribe to the new shares of capital stock must
be exercised.
The association, at any time and from time to time may authorize and issue debt
obligations, whether or not subordinated, without the approval of the
shareholders.
SIXTH. The board of directors shall appoint one of its members president of this
association who shall be chairperson of the
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board, unless the board appoints another director to be the chairperson. The
board of directors shall have the power to appoint one or more vice presidents,
and to appoint a cashier and such other officers and employees as may be
required to transact the business of this association.
The board of directors shall have the power to:
o Define the duties of the officers and employees of the association.
o Fix the salaries to be paid to the officers and employees.
o Dismiss officers and employees.
o Require bonds from officers and employees and to fix the penalty
thereof.
o Regulate the manner in which any increase of the capital of the
association shall be made.
o Manage and administer the business and affairs of the association.
o Make all bylaws that it may be lawful for the board to make.
o Generally to perform all acts that are legal for a board of
directors to perform.
SEVENTH. The board of directors shall have the power to change the location of
the main office to any other place within the limits of Ipswich, County of
Essex, Commonwealth of Massachusetts, without the approval of the shareholders,
and shall have the power to establish or change the location of any branch or
branches of the association to any other location, without the approval of the
shareholders.
EIGHTH. The corporate existence of this association shall continue until
terminated according to the laws of the United States.
NINTH. The board of directors of this association, or any three (3) or more
shareholders owning, in the aggregate, not less than ten percent (10%) of the
stock of this association, may call a special meeting of shareholders at any
time. Unless otherwise provided by the laws of the United States, a notice of
the time, place, and purpose of every annual and special meeting of the
shareholders shall be given by first-class mail, postage prepaid, mailed at
least 10 days prior to the date of the meeting to each shareholder of record at
his/her address as shown upon the books of this association.
TENTH. The association shall, to the extent legally permissible under Section 67
or successor provisions of the Massachusetts
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Business Corporation Law, indemnify each of its directors and officers
(including persons who serve at its request as directors, officers or trustees
of another organization, or in any capacity with respect to any employee benefit
plan) against all liabilities and expenses, including amounts paid in
satisfaction of judgments, in compromise or as fines and penalties, and counsel
fees, reasonably incurred by him/her in connection with the defense or
disposition of any action, suit or other proceeding, whether civil or criminal,
in which he/she may be involved or with which he/she may be threatened, while in
office or thereafter, by reason of his/her being or having been such a director
or officer, except with respect to any matter as to which he/she shall have been
adjudicated in any proceeding not to have acted in good faith in the reasonable
belief that his/her action was in the best interest of the association (any
person serving another organization in one or more of the indicated capacities
at the request of the association who shall not have been adjudicated in any
proceeding not to have acted in good faith in the reasonable belief that his/her
action was in the best interest of such other organization shall be deemed so to
have acted in good faith with respect to the association) or, to the extent that
such matter relates to service with respect to any employee benefit plan, in the
best interest of the participants or beneficiaries of such employee benefit
plan; provided, however, that as to any matter disposed of by a compromise
payment by such director or officer, pursuant to a consent decree or otherwise,
no indemnification either for said payment or for any other expenses shall be
provided unless such compromise shall be approved as in the best interest of the
association, after notice that it involves such indemnification: (a) by a
disinterested majority of the directors then in office; or (b) by a majority of
the disinterested directors then in office, provided that there has been
obtained an opinion in writing of independent legal counsel to the effect that
such director or officer appears to have acted in good faith in the reasonable
belief that his/her action was in the best interest of the association; or (c)
by the holders of a majority of the outstanding stock at the time entitled to
vote for directors, voting as a single class, exclusive of any stock owned by an
interested director or officer. Expenses, including counsel fees, reasonably
incurred by any director or officer in connection with the defense or
disposition of any such action, suit or other proceeding shall be paid from time
to time by the association in advance of the final disposition thereof upon
receipt of an undertaking by such director or officer to repay the amounts so
paid to the association if it is ultimately determined that indemnification for
such expenses is not authorized under this Article Tenth. If in an action, suit
or proceeding brought by or in the right of the association a director of the
association is held not liable for monetary damages, whether because that
director is relieved of personal liability under the provisions contained
further below in this Article Tenth or otherwise, that director shall be deemed
to have met the standard of conduct set forth above and to be entitled to
indemnifications for expenses reasonably incurred in the defense of such action,
suit or
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proceeding. The right of indemnification hereby provided shall not be exclusive
of or affect any other rights to which any director or officer may be entitled.
As used in this Article Tenth, the terms "director" and "officer" include the
relevant individual's heirs, executors and administrators, and an "interested"
director or officer is one against whom in such capacity the proceedings in
question or another proceeding on the same or similar grounds is then pending.
Nothing contained in this Article Tenth shall affect any rights to
indemnification to which personnel of the association other than directors and
officers may be entitled by contract or otherwise under law.
Notwithstanding any provisions contained above to the contrary, there shall be
no indemnification of the association's directors or officers against expenses,
penalties or other payments incurred in an administrative proceeding or action
instituted by an appropriate bank regulatory agency which proceeding or action
results in a final order assessing civil money penalties or requiring
affirmative action by an individual or individuals in the form of payments to
the association.
The association shall have the power to purchase and maintain insurance on
behalf of any person who is or was a director, officer, employee or other agent
of the association, or is or was serving at the request of the association as a
director, officer, employee or other agent of another organization or with
respect to any employee benefit plan, against any liability incurred by him/her
in any such capacity, or arising out of his/her status as such, whether or not
the association would have the power to indemnify him/her against such
liability; except that the association shall have no such power to purchase and
maintain insurance coverage for a formal order assessing civil money penalties
against a director or employee of the association.
To the fullest extent that the Massachusetts Business Corporation Law, as the
same exists or may hereafter be amended, permits elimination or limitation of
the liability of directors, and to the extent that such elimination or
limitation of the liability of directors is consistent with the relevant
provisions of applicable federal statutes and common laws principles recognized
and applied by federal courts of competent jurisdiction, no director of the
association shall be liable to the association or its stockholders for monetary
damages for breach of his/her fiduciary duty as a director.
The provisions of this Article Tenth 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.
ELEVENTH. These articles of association may be amended at any regular or special
meeting of the shareholders by the affirmative vote of the holders of a majority
of the stock of this association, unless the vote of the holders of a greater
amount of
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stock is required by law, and in that case by the vote of the holders of such
greater amount.
In witness whereof, we have hereunto set our hands this 28th day of September,
1987.
/s/ Michael S. Fawcett
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Michael S. Fawcett
/s/ L. Lee Harrington
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L. Lee Harrington
/s/ Howard R. Hill
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Howard R. Hill
/s/ Fitz O. Lufkin, Jr.
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Fitz O. Lufkin, Jr.
/s/ Peter A. Maistrellis
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Peter A. Maistrellis
/s/ Neil St. John Raymond
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Neil St. John Raymond
/s/ Donald F. Whiston
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Donald F. Whiston