_______________________________________________________________________________
_______________________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM T-1
STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939
OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE
CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO
SECTION 305(b)(2)
CHRISTIANA BANK & TRUST COMPANY
(Exact name of trustee as specified in its charter)
Delaware 00-0000000
(State of incorporation) (I.R.S. employer identification no.)
0000 Xxxxxxx Xxxx
Xxxxxxxxxx, Xxxxxxxx 00000
(Address of principal executive offices)
Xxxx Xxxxxxx
Vice President
Christiana Bank & Trust Company
0000 Xxxx Xxxxxx
Xxxxxxxxxx, Xxxxxxxx 00000
(000) 000-0000
(Name, address and telephone number of agent for service)
NPB Capital Trust II
(Exact name of obligor as specified in its charter)
Delaware Applied For
(State of incorporation or organization) (I.R.S. employer identification no.)
Philadelphia and Reading Avenues
Boyertown, Pennsylvania 19512
(Address of principal executive offices) (Zip Code)
__% Cumulative Trust Preferred Securities
(Title of the indenture securities)
ITEM 1. GENERAL INFORMATION.
Furnish the following information as to the trustee:
(a) Name and address of each examining or supervising authority to which
it is subject.
Federal Deposit Insurance Co. State Bank Commissioner
Five Penn Center Dover, Delaware
Suite #2901
Philadelphia, PA
(b) Whether it is authorized to exercise corporate trust powers.
The trustee is authorized to exercise corporate trust powers.
ITEM 2. AFFILIATIONS WITH THE OBLIGOR.
If the obligor is an affiliate of the trustee, describe each such
affiliation:
Based upon an examination of the books and records of the trustee
and upon information furnished by the obligor, the obligor is not an
affiliate of the trustee.
ITEM 16. LIST OF EXHIBITS.
List below all exhibits filed as part of this Statement of
Eligibility and Qualification.
X. Xxxx of the Articles of Organization of Christiana Bank & Trust
Company.
B. The certificate of authority of Christiana Bank & Trust Company
to commence business and the authorization of Christiana Bank &
Trust Company to exercise corporate trust powers.
C. Copy of By-Laws of Christiana Bank & Trust Company.
D. Consent of Christiana Bank & Trust Company required by Section
321(b) of Trust Indenture Act.
E. Copy of most recent Report of Condition of Christiana Bank &
Trust Company.
Pursuant to the requirements of the Trust Indenture Act of 1939, as
amended, the trustee, Christiana Bank & Trust Company, a corporation organized
and existing under the laws of Delaware, has duly caused this Statement of
Eligibility to be signed on its behalf by the undersigned, thereunto duly
authorized, all in the City of Wilmington and State of Delaware on the ___ day
of _______________, 200__.
Christiana Bank & Trust Company
[SEAL]
Attest: By:
--------------------------- -------------------------------
Assistant Secretary Name: Xxxx Xxxxxxx
Title: Vice President
EXHIBIT A
ARTICLES OF ORGANIZATION
CHRISTIANA BANK & TRUST COMPANY
ARTICLES OF ORGANIZATION
OF
CHRISTIANA BANK & TRUST COMPANY
THE UNDERSIGNED, constituting the President and a majority of the
Directors of Christiana Bank & Trust Company, a Delaware banking corporation in
organization under Chapter 7 of Title 5 of the Delaware Code, each having been
duly sworn, do hereby certify, pursuant to 5 Del. C. ss. 728, that:
FIRST: The organization meeting of incorporators of Christiana Bank &
Trust Company was duly held in accordance with law on August 25, 1992 at 0000
Xxxxx Xxxxxx Xxxxxx, Xxxxxxxxxx, Xxxxxxxx, and appended hereto as Exhibit 1 is
Certificate of Organization Meeting with appendices evidencing the action taken
at the meeting.
SECOND: The names of the subscribers to the Articles of Association
are:
Xxxxxxxx X. Xxxxxx Xxxxx X. Xxxxxxxx
Xxxxxx X. Xxxxx Xxxxxx X. Winner
Xxxxxxxxx X. Xxxx Xxxxxxxx X. Xxxxxx
Xxxxxx Xxxxxxx Xxxxx X. XxXxxxx
Xxxx X. Xxxx Xxxxx Xxxxxxxxx
Xxxxxxxxx Xxxxx Xxx X. Xxxxx
Xxxxxx Xxxxxxxx Xxxxxx Xxxxxxx
Xxxxxx Xxx Xxxxxxx
THIRD: The following persons were elected as directors of the
corporation at such organization meeting: Class A directors -- Xxxx X. Xxxxxx,
X. Xxxxxxx Xxxxxxx XX, Xxxx X. Xxxxxxx, III; Class B directors -- Xxxxxxx X.
Xxxxxx XXX, Xxxxxx X. Xxxxx, Xxxxxx X. Xxxxxxx, Xx.; Class C directors -- Xxxxxx
X. Xxxxx, Xxxxxxxxx Xxxx, Xxxxx X. Xxxxx, Xxxxxxx X. Xxxxxx, Xxxxx X. Xxxxx and
Colgate X. Xxxxxx XX.
1
FOURTH: The name and residence address of each of the officers of the
corporation elected at such organization meeting are:
Xxxxxx X. Xxxxx, President and
Chief Executive Officer
00 Xxxxx Xxxxx
Bedminster, New Jersey 07921
X. Xxxxxxx Xxxxxxx XX, Senior Vice
President and Treasurer
0000 Xxxxxxxxxx Xxxx
Xxxxxxxxxx, Xxxxxxxx 00000
Xxxx X. Xxxxxxx, XXX, Senior Vice
President, Chief Administrative
Officer and Secretary
000 Xxxxxxx Xxxx Xxxx
Xxxxxxx Xxxxxx, Xxxxxxxxxxxx 00000
FIFTH: All of the responsibilities of the incorporators having been
discharged, at such organization meeting, the meeting was adjourned sine die.
SIXTH: A true and correct copy of the Articles of Association of
Christiana Bank & Trust Company is attached hereto as Exhibit 2.
2
/s/ Xxxxxx X. Xxxxx
-----------------------------------
Xxxxxx X. Xxxxx, President
STATE OF DELAWARE )
) ss.
NEW CASTLE COUNTY )
BE IT REMEMBERED, that on this /s/ 27th day of August, 1992, personally
appeared before me, the Subscriber, a Notary Public for the State and County
aforesaid, Xxxxxx X. Xxxxx, a party to the foregoing Articles of Organization,
known to me personally to be such, and acknowledged said Articles to be his act
and deed and that the facts set forth therein are true and correct to be [sic]
best of his knowledge and belief.
GIVEN under my hand and seal of office the day and year aforesaid.
/s/ Xxxxxxx X. Xxxxxxxxx
-----------------------------------
Notary Public
3
/S/ Xxxxxx X. Xxxxx
-----------------------------------
Xxxxxx X. Xxxxx, President
STATE OF DELAWARE )
) ss.
NEW CASTLE COUNTY )
BE IT REMEMBERED, that on this /s/ 27th day of August, 1992, personally
appeared before me, the Subscriber, a Notary Public for the State and County
aforesaid, Xxxxxx X. Xxxxx, a party to the foregoing Articles of Organization,
known to me personally to be such, and acknowledged said Articles to be his act
and deed and that the facts set forth therein are true and correct to be [sic]
best of his knowledge and belief.
GIVEN under my hand and seal of office the day and year aforesaid.
/s/ Xxxxxxx X. Xxxxxxxxx
-----------------------------------
Notary Public
4
/s/ X. Xxxxxxx Xxxxxxx XX
-----------------------------------
X. Xxxxxxx Xxxxxxx XX, Director
STATE OF DELAWARE )
) ss.
NEW CASTLE COUNTY )
BE IT REMEMBERED, that on this /s/ 27th day of August, 1992, personally
appeared before me, the Subscriber, a Notary Public for the State and County
aforesaid, X. Xxxxxxx Xxxxxxx XX, a party to the foregoing Articles of
Organization, known to me personally to be such, and acknowledged said Articles
to be his act and deed and that the facts set forth therein are true and correct
to be [sic] best of his knowledge and belief.
GIVEN under my hand and seal of office the day and year aforesaid.
/s/ Xxxxxxx X. Xxxxxxxxx
-----------------------------------
Notary Public
5
/s/ Xxxx X. Xxxxxxx, III
-----------------------------------
Xxxx X. Xxxxxxx, III, Director
STATE OF DELAWARE )
) ss.
NEW CASTLE COUNTY )
BE IT REMEMBERED, that on this /s/ 27th day of August, 1992, personally
appeared before me, the Subscriber, a Notary Public for the State and County
aforesaid, Xxxx X. Xxxxxxx, III, a party to the foregoing Articles of
Organization, known to me personally to be such, and acknowledged said Articles
to be his act and deed and that the facts set forth therein are true and correct
to be [sic] best of his knowledge and belief.
GIVEN under my hand and seal of office the day and year aforesaid.
/s/ Xxxxxxx X. Xxxxxxxxx
-----------------------------------
Notary Public
6
/s/ Xxxxxxx X. Xxxxxx
-----------------------------------
Xxxxxxx X. Xxxxxx, Director
STATE OF DELAWARE )
) ss.
NEW CASTLE COUNTY )
BE IT REMEMBERED, that on this /s/ 27th day of August, 1992, personally
appeared before me, the Subscriber, a Notary Public for the State and County
aforesaid, Xxxxxxx X. Xxxxxx, a party to the foregoing Articles of Organization,
known to me personally to be such, and acknowledged said Articles to be his act
and deed and that the facts set forth therein are true and correct to be [sic]
best of his knowledge and belief.
GIVEN under my hand and seal of office the day and year aforesaid.
/s/ Xxxx Xxxx
-----------------------------------
Notary Public
7
/s/ Xxxxx X. Xxxxx
-----------------------------------
Xxxxx X. Xxxxx, Director
STATE OF DELAWARE )
) ss.
NEW CASTLE COUNTY )
BE IT REMEMBERED, that on this /s/ 27th day of August, 1992, personally
appeared before me, the Subscriber, a Notary Public for the State and County
aforesaid, Xxxxx X. Xxxxx, a party to the foregoing Articles of Organization,
known to me personally to be such, and acknowledged said Articles to be his act
and deed and that the facts set forth therein are true and correct to be [sic]
best of his knowledge and belief.
GIVEN under my hand and seal of office the day and year aforesaid.
/s/ Xxxxxxxxx X. Xxxxx
-----------------------------------
Notary Public
8
/s/ Xxxxxxxxx Xxxx
-----------------------------------
Xxxxxxxxx Xxxx, Director
STATE OF DELAWARE )
) ss.
NEW CASTLE COUNTY )
BE IT REMEMBERED, that on this /s/ 27th day of August, 1992, personally
appeared before me, the Subscriber, a Notary Public for the State and County
aforesaid, Xxxxxxxxx Xxxx, a party to the foregoing Articles of Organization,
known to me personally to be such, and acknowledged said Articles to be his act
and deed and that the facts set forth therein are true and correct to be [sic]
best of his knowledge and belief.
GIVEN under my hand and seal of office the day and year aforesaid.
/s/ Xxxxxxx X. Xxxxxxxxx
-----------------------------------
Notary Public
9
/s/ Xxxxxx X. Xxxxx
-----------------------------------
Xxxxxx X. Xxxxx, Director
STATE OF DELAWARE )
) ss.
NEW CASTLE COUNTY )
BE IT REMEMBERED, that on this /s/ 27th day of August, 1992, personally
appeared before me, the Subscriber, a Notary Public for the State and County
aforesaid, Xxxxxx X. Xxxxx, a party to the foregoing Articles of Organization,
known to me personally to be such, and acknowledged said Articles to be his act
and deed and that the facts set forth therein are true and correct to be [sic]
best of his knowledge and belief.
GIVEN under my hand and seal of office the day and year aforesaid.
/s/ Xxxxxxx X. Xxxxxxxxx
-----------------------------------
Notary Public
10
DELAWARE STATE BANK COMMISSIONER
APPROVAL OF
ARTICLE OF ORGANIZATION
This /s/ 8th day of /s/ September , 1992, the State Bank Commissioner
having reviewed the foregoing Articles of Organization of Christiana Bank &
Trust Company, and such Articles in all respects appearing to conform to and
satisfy the requisites of Delaware law,
NOW, THEREFORE, pursuant to 5 Del. C.ss.729, such Articles of
Organization are hereby approved in all respects.
/s/ Xxxxx X. Xxxxx
-----------------------------------
Xxxxx X. Xxxxx
State Bank Commissioner
11
CERTIFICATE OF ORGANIZATION MEETING
OF THE INCORPORATION OF
CHRISTIANA BANK & TRUST COMPANY
The undersigned, being all of the incorporators of Christiana Bank &
Trust Company (hereinafter the "Incorporators"), this 25th day of August, 1992,
hereby take the following acts as the Incorporators of Christiana Bank A Trust
Company, a banking corporation in organization under and pursuant to the
provisions of Chapter 7 of Title 5 of the Delaware Code (the "Corporation"):
1. Appoint Xxxxxxxx X. Xxxxxx to act as secretary of this
organization meeting and to prepare a Certificate of
Organization Meeting to record the acts here taken;
2. Adopt the by-laws appended hereto as Exhibit A as the by-laws
of the Corporation, which by-laws may hereafter be amended or
modified as provided by law;
3. Appoint the following persons to serve as directors of the
Corporation, each to hold office for that term fixed by the
by-laws and until his successor is duly elected and qualified:
Class A directors (serving until the 1995 annual meeting) --
(1) Xxxx X. Xxxxxx
(2) X. Xxxxxxx Xxxxxxx XX
(3) Xxxx X. Xxxxxxx, III
Class B directors (serving until the 1994 annual meeting) --
(4) Xxxxxxx X. Xxxxxx XXX
(5) Xxxxxx X. Xxxxx
(6) Xxxxxx X. Xxxxxxx, Xx.
1
Class C directors (serving until the 1993 annual meeting) --
(7) Xxxxxx X. Xxxxx (10) Xxxxxxx X. Xxxxxx
(8) Xxxxxxxxx Xxxx (11) Xxxxx X. Xxxxx
(9) Xxxxx X. Xxxxx (12) Colgate X. Xxxxxx XX
4. Appoint Xxxxxx X. Xxxxx President and Chief Executive Officer
of the Corporation to have the powers and duties set forth in
the by- laws of the Corporation and to serve at the pleasure
of the Board of Directors and until his successor is duly
elected and qualified;
5. Appoint X. Xxxxxxx Xxxxxxx XX to serve as Senior Vice
President and Treasurer of the Corporation to have the powers
and duties set forth in the by-laws of the Corporation and to
serve at the pleasure of the Board of Directors and until his
successor is xxxx elected and qualified;
6. Appoint Xxxx X. Xxxxxxx, III, to serve as Senior Vice
President, Chief Administrative Officer and Secretary of the
Corporation to have the powers and duties set forth in the
by-laws of the Corporation and to serve at the pleasure of the
Board of Directors and until his successor is duly elected and
qualified.
/s/ Xxxxxxxx X. Xxxxxx
-----------------------------------
Xxxxxxxx X. Xxxxxx
/s/ Xxxxx X. Xxxxxxxx
-----------------------------------
Xxxxx X. Xxxxxxxx
/s/ Xxxxxx X. Xxxxx
-----------------------------------
Xxxxxx X. Xxxxx
/s/ Xxxxxx X. Winner
-----------------------------------
Xxxxxx X. Xxxxxx
/s/ Xxxxxxxxx X. Xxxx
-----------------------------------
Xxxxxxxxx X. Xxxx
2
/s/ Xxxxxxxx X. Xxxxxx
-----------------------------------
Xxxxxxxx X. Xxxxxx
/s/ Xxxxxx Xxxxxxx
-----------------------------------
Xxxxxx Xxxxxxx
/s/ Xxxxx X. XxXxxxx
-----------------------------------
Xxxxx X. XxXxxxx
/s/ Xxxx X. Xxxx
-----------------------------------
Xxxx X. Xxxx
/s/ Xxxxx Xxxxxxxxx
-----------------------------------
Xxxxx Xxxxxxxxx
/s/ Xxxxxxxxx Xxxxx
-----------------------------------
Xxxxxxxxx Xxxxx
/s/ Xxx X. Xxxxx
-----------------------------------
Xxx X. Xxxxx
/s/ Xxxxxx Xxxxxxxx
-----------------------------------
Xxxxxx Xxxxxxxx
/s/ Xxxxxx Xxxxxxx
-----------------------------------
Xxxxxx Xxxxxxx
/s/ Xxxxxx Xxx Xxxxxxx
-----------------------------------
Xxxxxx Xxx Xxxxxxx
3
CERTIFICATE OF TEMPORARY SECRETARY
I, Xxxxxxxx X. Xxxxxx, temporary secretary of the Organization Meeting
of the Incorporators of Christiana Bank & Trust Company, hereby certify that:
1. The above signatures are the true signatures of Xxxxxxxx X.
Xxxxxx, Xxxxx X. Xxxxxxxx, Xxxxxx X. Xxxxx, Xxxxxx X. Xxxxxx,
Xxxxxxxxx X. Xxxx, Xxxxxxxx X. Xxxxxx, Xxxxxx Xxxxxxx, Xxxxx
X. XxXxxxx, Xxxx X. Xxxx, Xxxxx Xxxxxxxxx, Xxxxxxxxx Xxxxx,
Xxx X. Xxxxx, Xxxxxx Xxxxxxxx, Xxxxxx X. Xxxxxxx and Xxxxxx
Xxx Xxxxxxx, persons known to me, executed in my presence.
2. Attached hereto as Exhibit A is a certified copy of the
by-laws of Christiana Bank & Trust Company.
3. Attached hereto as Exhibits B through D are true and correct
copies of executed oaths of office for each officer of
Christiana Bank & Trust Company appointed by the foregoing
act.
4. Attached hereto as Exhibit E is a true and correct copy of a
waiver of notice of the first meeting of the incorporators of
Christiana Bank & Trust Company duly executed by each
incorporator.
5. The foregoing certificate of Organization Meeting of
Incorporators of Christiana Bank & Trust Company is a complete
and accurate record of the actions taken by all of the
incorporators of Christiana Bank & Trust Company at a meeting,
duly convened pursuant to 5 Del. C.ss.727, held on August 25,
1992.
S/ Xxxxxxxx X. Xxxxxx
-----------------------------------
Xxxxxxxx X. Xxxxxx
Temporary Secretary of
Organization Meeting
4
ARTICLES OF ASSOCIATION
OF
CHRISTIANA BANK & TRUST COMPANY
FIRST: The name of the corporation is Christiana Bank & Trust Company
(hereinafter referred to as the "Bank").
SECOND: The principal place of business of the Bank in the State of
Delaware shall be located in Greenville, County of New Castle.
THIRD: The purpose for which the Bank is formed is to carry on a
banking and trust company business and in connection therewith, the Bank shall
have and possess all powers, rights, privileges and franchises incident to a
bank and trust company, and in general shall have the right, privilege and power
to engage in any lawful act or activity, within or without the State of
Delaware, for which banks or trust companies may be organized under the
provisions of Chapter 7 of Title 5 of the Delaware Code, as the same may be
amended from time to time, and, in addition, may avail itself of any additional
privileges or powers permitted to it by law.
FOURTH: The total number of shares of stock which the corporation is
authorized to issue is two million (2,000,000) shares of common stock, having a
par value of $1.00 per share (collectively, the "Common Stock"). For purposes of
the determination to be made by the Delaware State Bank Commissioner pursuant to
Section 903 of Title 5 of the Delaware Code and Regulation
5.701/774.0002.P/A(10), the amount of the "whole capital stock" to be issued by
the Bank for it initial capitalization (exclusive of shares reserved for
issuance due to any outstanding warrant for shares of Common Stock), shall be
$650,000.00, divided into 650,000 shares of Common Stock.
1
FIFTH: The number of directors who shall constitute the whole board of
directors of the Bank shall be such number as shall be fixed by, or in the
manner provided in, the By-Laws of the Bank, provided that the number of
directors shall not be less than five.
SIXTH: The duration of the Bank's existence shall be perpetual.
SEVENTH: The private property of the stockholders of the Bank shall not
be subject to the payment of the debts of the Bank.
EIGHTH: The business and affairs of the Bank shall be managed by or
under the direction of the board of directors, and the directors need not be
elected by ballot unless required by the By-Laws of the Bank.
NINTH: In furtherance and not in limitation of the powers conferred by
the laws of the State of Delaware, the board of directors of the Bank is
expressly authorized to make, amend and repeal the By-Laws of the Bank. The
By-Laws of the Bank may confer upon the directors specific powers, not
inconsistent with law, which are in addition to the powers and authority
expressly conferred by the laws of the State of Delaware.
TENTH: The Bank shall have the right to amend, alter, change or repeal
any provisions contained in the Articles of Association or its Certificate of
Incorporation to the extent or in the manner now or hereafter permitted or
prescribed by law.
ELEVENTH: To the fullest extent permissible under Title 5, Section
723(b), a director of the Bank shall have no personal liability to the Bank or
its stockholders for monetary damages for breach of fiduciary duty as a
director, provided that this provision shall not eliminate the liability of a
director (i) for any breach of the director's duty of loyalty to the Bank or its
stockholders, (ii) for acts of omissions not in good faith or which involve
intentional misconduct or
2
a knowing violation of law, (iii) under Section 174 of the Delaware General
Corporation Law, or (iv) for any transaction from which the director derived an
improper personal benefit. If the Delaware General Corporation Law is hereafter
amended to authorize corporate action further eliminating or limiting the
personal liability of directors, then the liability of a director of the Bank
shall be eliminated or limited to the fullest extent permitted by the Delaware
General Corporation Law, as so amended.
Any repeal or modification of the foregoing paragraph by the
stockholders of the Bank shall not adversely affect any right or protection of a
director of the Bank existing at the time of such repeal or modification.
TWELFTH: The Bank shall have the power to merge or sell its assets and
take other corporate action to the extent and in the manner now or hereafter
permitted or prescribed by law, and all rights conferred upon stockholders
herein are granted subject to such rights.
IN WITNESS WHEREOF, the undersigned, being the Incorporators, do hereby
associate ourselves for the purpose of making these Articles of Association and
with the intention of forming a bank and trust company pursuant to the
provisions of Chapter 7 of Title 5 of the Delaware Code, and do hereby certify
that the facts herein stated are true, and, accordingly, have hereunto set out
hands and seals as of the 4th day of December, 1991.
(SIGNATURES ON NEXT PAGE)
3
/s/ Xxxxxxxx X. Xxxxxx (SEAL)
----------------------------------
Xxxxxxxx X. Xxxxxx
2013 X. Xxxxxxx Street
Wilmington, Delaware 19802
Number of Shares Subscribed to: 9
-----
/s/ Xxxxx X. Xxxxxxxx (SEAL)
----------------------------------
Xxxxx X. Xxxxxxxx
0000 Xxxxxxxx Xxxxxx
Xxxxxxxxxx, Xxxxxxxx 00000
Number of Shares Subscribed to: 9
-----
/s/ Xxxxxx X. Xxxxx (SEAL)
----------------------------------
Xxxxxx X. Xxxxx
0 X. Xxxxxxxxxx Xxxxx
Xxxxxxxxxx, Xxxxxxxx 00000
Number of Shares Subscribed to: 9
-----
/s/ Xxxxxx X. Xxxxxx (SEAL)
----------------------------------
Xxxxxx X. Xxxxxx
000 Xxxxxxx Xxxx
Xxxxxxxx Xxxx, Xxxxxxxx 00000
Number of Shares Subscribed to: 9
-----
4
/s/ Xxxxxxxxx X. Xxxx (SEAL)
----------------------------------
Xxxxxxxxx X. Xxxx
0000 Xxxxx Xxxxx
Xxxxxxxxxx, Xxxxxxxx 00000
Number of Shares Subscribed to: 9
-----
/s/ Xxxxxxxx X. Xxxxxx (SEAL)
----------------------------------
Xxxxxxxx X. Xxxxxx
0 Xxxxxxxx Xxxxx
Xxx Xxxxxx, Xxxxxxxx 00000
Number of Shares Subscribed to: 0
-----
/s/ Xxxxxx Xxxxxxx (SEAL)
----------------------------------
Xxxxxx Xxxxxxx
000 Xxxxxx Xxxx
Xxxx, Xxxxxxxx 00000
Number of Shares Subscribed to: 0
-----
/s/ Xxxxx X. XxXxxxx (SEAL)
----------------------------------
Xxxxx X. XxXxxxx
0000 Xxxxxx Xxxxx
Xxxxxxxxxx, Xxxxxxxx 00000
Number of Shares Subscribed to: 0
-----
5
/s/ Xxxx X. Xxxx (SEAL)
----------------------------------
Xxxx X. Xxxx
20 Freedom Trail
New Castle, Delaware 19804
Number of Shares Subscribed to: 0
-----
/s/ Xxxxx Xxxxxxxxx (SEAL)
----------------------------------
Xxxxx Xxxxxxxxx
0000 X. Xxxxxx Xxxx
Xxxxxxxxxx, Xxxxxxxx 00000
Number of Shares Subscribed to: 0
-----
/s/ Xxxxxxxxx Xxxxx (SEAL)
----------------------------------
Xxxxxxxxx Xxxxx
0000 X. Xxxxxxxx Xxxxxx
Xxxxxxxxxx, Xxxxxxxx 00000
Number of Shares Subscribed to: 0
-----
/s/ Xxx X. Xxxxx (SEAL)
----------------------------------
Xxx X. Xxxxx
0000-0X Xxxxx Xxxx Xxxxx
Xxxxxxxxxx, Xxxxxxxx 00000
6
Number of Shares Subscribed to: 0
-----
/s/ Xxxxxx Xxxxxxxx (SEAL)
----------------------------------
Xxxxxx Xxxxxxxx
000 X. 00xx Xxxxxx
Xxxxxxxxxx, Xxxxxxxx 00000
Number of Shares Subscribed to: 0
-----
/s/ Xxxxxx X. Xxxxxxx (SEAL)
----------------------------------
Xxxxxx X. Xxxxxxx
000 Xxxxxx Xxxxx
Xxxxxxxxxx, Xxxxxxxx 00000
Number of Shares Subscribed to: 0
-----
/s/ Xxxxxx Xxx Xxxxxxx (SEAL)
----------------------------------
Xxxxxx Xxx Xxxxxxx
000 Xxxxxxxx Xxxxxx
Xxxxxx, Xxxxxxxx 00000
Number of Shares Subscribed to: 0
-----
7
CERTIFICATE OF CORRECTION
OF
ARTICLES OF ASSOCIATION
OF
CHRISTIANA BANK & TRUST COMPANY
Christiana Bank & Trust Company, a Delaware corporation (the
"Corporation"), pursuant to Section 103 (f) of the General Corporation Law of
the State of Delaware, certifies:
First: That the Articles of Association of the Corporation that xxxx
filed with the Secretary of State of Delaware on September 9, 1992 were an
inaccurate record of the corporate action therein referred to.
Second: That such Articles of Association were inaccurate in that
Article TWELFTH thereof states as follows: "The Bank shall have the power to
merge or sell its assets and take other corporate action to the extent and in
the manner now or hereafter permitted or proscribed by law, and all rights
conferred upon stockholders herein are granted subject to such rights."
Third: Article TWELFTH in correct form is as follows:
TWELFTH: The Bank shall have the power to merge or sell its
assets and take other corporate action to the extent and in the manner
now or hereafter permitted or proscribed by law, and all rights
conferred upon stockholders herein are granted subject to such rights;
provided, however, that any merger, consolidation, liquidation,
dissolution or sale or exchange of all or substantially all of the
property or assets of the Bank must be approved by a vote of two-
thirds of the votes of the stockholders entitled to be voted thereon.
1
IN WITNESS WHEREOF, the Corporation has caused this Certificate of
Correction to be executed by Xxxxxx X. Xxxxx, its President, and attested by
Xxxx X. Xxxxxxx, III, its Secretary, this 15th day of September, 1993.
CHRISTIANA BANK & TRUST COMPANY
By: /s/ Xxxxxx X. Xxxxx
-------------------------------
Xxxxxx X. Xxxxx
President
Attest:
/s/ Xxxx X. Xxxxxxx, III
-------------------------------
Xxxx X. Xxxxxxx, III
Secretary
2
EXHIBIT B
CERTIFICATE OF AUTHORITY
CHRISTIANA BANK & TRUST COMPANY
CERTIFICATE OF AUTHORITY
CHRISTIANA BANK & TRUST COMPANY
CERTIFICATE TO TRANSACT BUSINESS
--------------------------------
WHEREAS, Christiana Bank & Trust Company has been duly organized as a
banking corporation under the laws of the State of Delaware; and
WHEREAS, Christiana Bank & Trust Company has applied for approval of
the Commissioner under Section 733 and Sections 902 and 903 of Title 5 of the
Delaware Code for a Certificate of Authority to Transact Business and to open a
place of business in the State of Delaware and has paid such fees as are
required by Delaware law; and
WHEREAS, the State Bank Commissioner finds that the capital stock and
paid-in surplus of Christiana Bank & Trust Company meet the requirements of
Section 745 of Title 5 of the Delaware Code; and
WHEREAS, the State Bank Commissioner, having reviewed the Articles of
Organization of Christiana Bank & Trust Company and the laws pertaining to
banking of the State of Delaware, finds that all requisites for the issuance of
a Certificate to Transact Business have been satisfied with respect to
Christiana Bank & Trust Company;
NOW, THEREFORE, pursuant to Sections 733, 902 and 903 of Title 5 of the
Delaware Code, Christiana Bank & Trust Company is duly authorized to transact a
banking business at 0000 Xxxxxxx Xxxx, Xxxxx X000, Xxxxxxxxxx, Xxx Xxxxxx
Xxxxxx, Xxxxxxxx, and to transact all such business at such office or place of
business subject to all the restrictions, limitations and requirements of its
charter and the laws of the State of Delaware.
THIS CERTIFICATE OF AUTHORITY is issued by the State Bank Commissioner
upon the condition that it shall be void and of no effect at the expiration of a
reasonable time after the date of issue unless such office or place of business
is actually opened for business and further the Certificate shall be subject to
revocation by the State Bank Commissioner for any violation of the banking laws
of the State of Delaware.
-------------------------------
Xxxxx X. Xxxxx
State Bank Commissioner
Dated: /s/ 9-20-93
1
EXHIBIT C
BY-LAWS
CHRISTIANA BANK & TRUST COMPANY
BY-LAWS
CHRISTIANA BANK & TRUST COMPANY
ARTICLE I - STOCKHOLDERS
------------------------
Section 1. Annual Meeting.
--------------------------
An annual meeting of the stockholders for the election of directors to
succeed those whose terms expire and for the transaction of such other business
as may properly come before the meeting shall be held at such place within the
State of Delaware, on such date, and at such time as the Board of Directors
shall each year fix.
Section 2. Special Meeting.
---------------------------
Special meetings of the stockholders, for any purpose or purposes
proscribed in the notice of the meeting, may be called by the Board of Directors
or the chief executive officer of the Bank and shall be held at such place
within the State of Delaware, on such date and at such time as they or he shall
fix.
Section 3. Notice of Meeting.
-----------------------------
Written notice of the place, date, and time of all meetings of the
stockholders shall be given, not less than ten nor more than sixty days before
the date on which the meeting is to be held, to each stockholder entitled to
vote at such meeting, except as otherwise provided herein or required by law
(meaning, here and hereinafter, as required from time to time by the laws of the
State of Delaware or the Articles of Association of the Bank).
When a meeting is adjourned to another date or time, written notice
need not be given of the adjourned meeting if the date and time thereof are
announced at the meeting at which the
1
adjournment is taken; provided, however, that if the date of any adjourned
meeting is more than thirty days after the date for which the meeting was
originally noticed, or if a new record date is fixed for the adjourned meeting,
written notice of the place, date, and time of the adjourned meeting shall be
given in conformity herewith. At any adjourned meeting, any business may be
transacted which might have been transacted at the original meeting.
Section 4. Quorum.
------------------
At any meeting of the stockholders, the holders of a majority of all of
the shares of the stock entitled to vote at the meeting, present in person or by
proxy, shall constitute a quorum for all purposes, unless or except to the
extent that the presence of a larger number may be required by law.
If a quorum shall fail to attend any meeting, the chairman of the
meeting or the holders of a majority of the shares of the stock entitled to vote
who are present, in person or by proxy, may adjourn the meeting to another
place, date, or time.
Section 5. Organization.
------------------------
The Chairman of the Board or, in his absence, the chief executive
officer of the Bank or, in his absence, any officer of the Bank as may be chosen
by the holders of a majority of the shares entitled to vote who are present, in
person or by proxy, shall call to order any meeting of the stockholders and act
as chairman of the meeting. In the absence of the Secretary of the Bank, the
secretary of the meeting shall be such person as the chairman of the meeting
appoints.
Section 6. Conduct of Business.
-------------------------------
The chairman of any meeting of stockholders shall determine the order
of business and the procedure at the meeting, including such regulation of the
manner of voting and the conduct of discussion as seem to him in order.
2
Section 7. Proxies and Voting.
------------------------------
At any meeting of the stockholders, every stockholder entitled to vote
may vote in person or by proxy authorized by an instrument in writing filed in
accordance with the procedure established for the meeting.
Each stockholder shall have one vote for every share of stock entitled
to vote which is registered in his name on the record date for the meeting,
except as otherwise provided herein or required by law.
All voting, including voting on the election of directors but excepting
where otherwise required by law, may be by a voice vote; provided, however, that
upon demand therefor by a stockholder entitled to vote or his proxy, a stock
vote shall be taken. Every stock vote shall be taken by ballots, each of which
shall state the name of the stockholder or proxy voting and such other
information as may be required under the procedure established for the meeting.
Every vote taken by ballots shall be counted by an inspector or inspectors
appointed by the chairman of the meeting.
Any merger, consolidation, liquidation, dissolution or sale or exchange
of all or substantially all of the property or assets of the Bank must be
approved by a vote of two-thirds of the votes entitled to be voted thereon. All
elections and all other matters shall be determined by a majority of the votes
cast.
Section 8. Action Without A Meeting.
------------------------------------
Any action required to be taken at any meeting of the stockholders may
be taken without a meeting, without prior notice and without a vote if a consent
or consents in writing, setting forth the action so taken, shall have been
signed by the holders of the outstanding stock of the Bank having not less than
the minimum number of votes that would be necessary to authorize or take such
action
3
at a meeting at which all shares entitled to vote thereon were present and voted
and such consent or consents shall have been delivered to the Secretary of the
Bank.
ARTICLE II - BOARD OF DIRECTORS
-------------------------------
Section 1. Number and Term of Office.
-------------------------------------
The number of directors who shall constitute the whole board shall be
such number as the Board of Directors shall at the time have designated,
provided that the number of directors shall not be less than eight. The
directors shall be divided into three classes, with the term of office of the
first class of three directors ("Class A directors") to expire at the 1995
annual meeting of stockholders, the term of office of the second class of three
directors ("Class B directors") to expire at the 1994 annual meeting of
stockholders and the term of office of the third class, who shall consist of all
other directors ("Class C Directors"), to expire at the 1993 annual meeting of
stockholders. The initial members of the Board of Directors shall be elected by
the majority vote of the incorporators of the Bank who shall consider the matter
at the organization meeting of incorporators. At each annual meeting of
stockholders following such initial classification and election, directors
elected to succeed those directors whose terms expire shall be elected, in the
case of the three Class A directors, for a term of office to expire at the third
succeeding annual meeting of stockholders after their election, in the case of
the three Class B directors for a term of office to expire at the second
succeeding annual meeting of stockholders after their election and in the case
of all other directors -- Class C directors -- for a term of office to expire at
the first succeeding annual meeting of stockholders after their election.
4
Section 2. Chairman of the Board.
---------------------------------
The Chairman of the Board shall be appointed by the Board of Directors
at the first meeting of the board after each annual meeting of stockholders and
shall serve until the next annual appointment of the Chairman or until his
successor is appointed and qualified. The Chairman of the Board shall preside at
all meetings of the board and of stockholders. The Chairman of the Board shall
have such other powers and perform such other duties usually pertaining to that
office and as may be assigned to that office at any time or from time to time by
the Board of Directors.
Section 3. Vacancies.
---------------------
Newly created directorships resulting from any increase in the
authorized number of directors or any vacancies in the Board of Directors
resulting from death, resignation, retirement, disqualification, removal from
office or other cause shall, unless otherwise provided by law or by resolution
of the Board of Directors, be filled only by a majority vote of the directors
then in office, though less than a quorum, and directors so chosen shall hold
office for a term expiring at the annual meeting of stockholders at which the
term of office of the class to which they have been chosen expires. No decrease
in the authorized number of directors shall shorten the term of any incumbent
director.
Section 4. Regular Meeting.
---------------------------
Regular meetings of the Board of Directors shall be held at such place
or places within or without the State of Delaware, on such date or dates, and at
such time or times as shall have been established by the Board of Directors and
publicized among all directors. A notice of each regular meeting shall not be
required.
5
Section 5. Special Meetings.
----------------------------
Special meetings of the Board of Directors may be called by one-third
of the directors then in office, the Chairman of the Board or the chief
executive officer of the Bank and shall be held at such place within or without
the state of Delaware, on such date, and at such time as they or he shall fix.
Notice of the place, date, and time of each such special meeting shall be given
each director by whom it is not waived by mailing written notice not less than
two days before the meeting, or by telegraphing, sending a cable, or delivering
or giving to him personally, the same, or by providing oral notice by telephone
or in person, not less than twenty-five hours before the meeting. Unless
otherwise indicated in the notice thereof, any and all business may be
transacted at a special meeting.
Section 6. Quorum.
------------------
At any meeting of the Board of Directors, two-thirds of the total
number of the whole board, but not less than five directors, shall constitute a
quorum for all purposes. If a quorum shall fail to attend any meeting, a
majority of those present may adjourn the meeting to another place, date, or
time, without further notice or waiver thereof.
Section 7. Participation in Meetings By Conference Telephone.
-------------------------------------------------------------
Members of the Board of Directors, or of any committee thereof, may
participate in any meeting of such board or committee by means of conference
telephone or similar communications equipment by means of which all persons
participating in the meeting can hear each other and such participation shall
constitute presence in person at such meeting.
Section 8. Conduct of Business.
-------------------------------
At any meeting of the Board of Directors, business shall be transacted
in such order and manner as the board may from time to time determine, and all
matters shall be determined by the
6
vote of a majority of the directors present, except as otherwise provided herein
or required by law. Action may be taken by the Board of Directors without a
meeting if all members thereof consent thereto in writing, and the writing or
writings are filed with the minutes of proceedings of the Board of Directors.
Section 9. Powers.
------------------
The Board of Directors may, except as otherwise required by law,
exercise all such powers and do all such acts and things as may be exercised or
done by the Bank, including, without limiting the generality of the foregoing,
the unqualified power:
(1) To declare dividends from time to time in accordance with
law;
(2) To purchase or otherwise acquire any property, rights or
privileges on such terms as it shall determine;
(3) To remove any officer of the Bank with or without cause,
and from time to time to devolve the powers and duties of any officer upon any
other person for the time being;
(4) To confer upon any officer of the Bank the power to
appoint, remove and suspend subordinate officers and agents;
(5) To adopt from time to time such stock, option, stock
purchase, bonus or other compensation plans for directors, officers and agents
of the Bank and its subsidiaries as it may determine;
(6) To adopt from time to time such insurance, retirement, and
other benefit plans for directors, officers and agents of the Bank and its
subsidiaries as it may determine; and,
(7) To adopt from time to time regulations, not inconsistent
with these By-Laws, for the management of the Bank's business and affairs.
7
Section 10. Compensation of Directors.
--------------------------------------
Directors, as such, may receive, pursuant to resolution of the Board of
Directors, fixed fees and other compensation for their services as directors,
including, without limitation, their services as members of committees of the
board.
ARTICLE III - COMMITTEES
------------------------
Section 1.1. Loan Committee.
----------------------------
There shall be a loan committee composed of not less than three
directors, appointed by the Chairman of the Board annually or more often. The
loan committee shall have such power, as is lawfully delegated by the board,
pursuant to a loan policy adopted by resolution of the board, to discount and
purchase bills, notes and other evidences of debt, to buy and sell bills of
exchange, to examine and approve loans and discounts and to exercise authority
regarding loans and discounts. In the event that the loan committee consists of
more than three members, any three members shall constitute a quorum for
exercising the powers of the loan committee. The loan committee shall keep
minutes of its meetings, and such minutes shall be submitted at the next regular
meeting of the Board of Directors at which a quorum is present, and any action
taken by the board with respect thereto shall be entered in the minutes of the
board.
Section 1.2. Asset and Liability Management Committee.
------------------------------------------------------
There shall be an asset and liability management committee composed of
not less than three directors, appointed by the Chairman of the Board annually
or more often. The asset and liability management committee shall have the
power, as is lawfully delegated by the board, pursuant to an asset and liability
management policy adopted by resolution of the board, to ensure adherence to the
investment and liability management policy, to recommend amendments thereto and
to
8
exercise authority regarding investments and the management of liabilities. The
asset and liability management committee shall keep minutes of its meetings, and
such minutes shall be submitted at the next regular meeting of the Board of
Directors at which a quorum is present, and any action taken by the board with
respect thereto shall be entered in the minutes of the board.
Section 1.3. Audit Committee.
-----------------------------
There shall be an audit committee composed of not less than three
directors, exclusive of any officers, appointed by the board annually or more
often. The duty of that committee shall be to recommend auditors to be retained
by the Bank (which recommendation must be reviewed and approved by the Board of
Directors, exclusive of officers or employees). It shall also be the duty of
that committee to examine at least once during each calendar year, and within 15
months of the last examination, the affairs of the Bank or cause suitable
examinations to be made by auditors responsible only to the Board of Directors
and to report the results of such examination in writing to the board at the
next regular meeting thereafter. Such report shall state whether the Bank is in
a sound condition, and whether adequate internal controls and procedures are
being maintained, and shall recommend to the board such changes in the manner of
conducting the affairs of the Bank as shall be deemed advisable.
Section 1.4. Trust Committee.
-----------------------------
There shall be a trust committee composed of not less than three
directors appointed by the Chairman of the Board annually or more often. The
trust committee shall have the power, as is lawfully delegated by the board,
pursuant to a trust policy adopted by resolution of the board, to ensure
adherence to the trust policies of the Bank and to recommend amendments thereto.
The trust committee shall keep minutes of its meetings, and such minutes shall
be submitted at the next regular
9
meeting of the Board of Directors at which a quorum is present, and any action
taken by the board with respect thereto shall be entered in the minutes of the
board.
Section 1.5. Other Committees.
------------------------------
The Board of Directors my appoint, from time to time, from its own
members, other committees of one or more persons, for such purposes and with
such powers as the board may determine.
Section 1.6. Conduct of Business.
---------------------------------
Each committee may determine the procedural rules for meeting and
conducting its business and shall act in accordance therewith, except as
otherwise provided herein or required by law. Adequate provision shall be made
for notice to members of all meetings; unless otherwise provided herein,
two-thirds of the members shall constitute a quorum unless the committee shall
consist of one or two members, in which event one member shall constitute a
quorum; and all matters shall be determined by a majority vote of the members
present. Action may be taken by any committee without a meeting if all members
thereof consent thereto in writing, and the writing or writings are filed with
the minutes of the proceedings of such committee.
ARTICLE IV - OFFICERS
---------------------
Section 1. Generally.
---------------------
The officers of the Bank shall be a President, one or more Vice
Presidents, a Chief Administrative Officer, a Treasurer, a Secretary, one or
more Assistant Secretaries and such other officers as may be appointed at any
time or from time to time by the Board. One person may hold any two or more
offices and perform the duties thereof.
10
The President shall, at the first meeting after each annual meeting
of stockholders, be appointed by the Board of Directors to hold office until the
next annual appointment of officers and until their successors are appointed and
qualified. The term of office of all other officers shall be at the pleasure of
the Board of Directors.
The compensation of all officers of the Bank shall be fixed by
resolution of the Board of Directors, except that the Board may authorize the
President to fix and to delegate to such other officers of the Bank as the Board
may designate authority to fix any compensation of any officer not exceeding a
total amount or amounts specified by the Board of Directors.
All other agents and employees of the Bank shall be appointed, their
duties proscribed and their compensation fixed by the President or any officer
authorized to do so by him.
Section 2. President.
---------------------
The President shall be the chief executive officer of the Bank and
shall have the responsibility for carrying out the policies of the Board of
Directors and, subject to the direction of the Board, shall have general
supervision over the business and affairs of the Bank. In the absence of the
Chairman of the Board, the President shall preside at meetings of the Board of
Directors and of the stockholders. The President shall have such other powers
and perform such other duties usually pertaining to that office and as may be
assigned to that office at any time or from time to time by the Board of
Directors.
Section 3. Vice President.
--------------------------
Each Vice President shall have the duties and authority usually
pertaining to such office and in addition such other duties as may from time to
time be assigned to him by the Board of Directors the Chairman of the Board or
the President. Unless otherwise ordered by the Board of
11
Directors, each Vice President shall have the same power to sign for the Bank as
is prescribed in these By-Laws for the President. One Vice President shall be
designated by the Chairman, in the absence or inability of the President to act,
to perform the duties and exercise the powers of the President.
Section 4. Chief Administrative Officer.
----------------------------------------
The Chief Administrative officer shall have the duties and authority
usually pertaining to such office and, in addition, such other duties as may
from time to time be assigned to him by the Board of Directors, the Chairman of
the Board or the President.
Section 5. Secretary; Assistant Secretary.
------------------------------------------
The Secretary shall issue all authorized notices for, and shall keep
minutes of, all meetings of the stockholders and the Board of Directors and, in
general, shall have charge of all records of the Bank relating to its
organization and corporate action and shall have power to certify the contents
thereof, and shall have such other powers and perform such duties as usually
pertain to the office of Secretary and as the Board of Directors, the Chairman
of the Board or the President may from time to time prescribe. Any Assistant
Secretary shall perform such duties as may be designated by the President. In
the absence or inability of the Secretary to act, any Assistant Secretary may
perform all the duties and may exercise any of the powers of the Secretary.
Section 6. Treasurer.
---------------------
The Treasurer shall have supervision and care of all the funds and
securities of the Bank, and shall have such other powers and perform such duties
as usually pertain to the office of Treasurer and as the Board of Directors, the
Chairman of the Board or the President may from time to time prescribe.
12
Section 7. Other Officers.
--------------------------
Other officers appointed by the Board of Directors shall have such
powers and perform such duties as usually pertain to their respective offices
and as the Board of Directors, the Chairman of the Board or the President may
from time to time prescribe.
Section 8. Delegation of Authority.
-----------------------------------
The Board of Directors may from time to time delegate the powers or
duties of any officer to any other officers or agents, notwithstanding any
provision hereof.
ARTICLE V - STOCK
-----------------
Section 1. Certificates of Stock.
---------------------------------
Each stockholder shall be entitled to a certificate signed by, or in
the name of the Bank by, the President or a Vice President, and by the
Secretary, an Assistant Secretary or the Treasurer, certifying the number of
shares owned by him. Any of or all the signatures on the certificate may be
facsimile.
Section 2. Transfers of Stock.
------------------------------
Transfers of stock shall be made only upon the transfer books of the
Bank kept at an office of the Bank or by transfer agents designated to transfer
shares of the stock of the Bank. Except where a certificate is issued in
accordance with Section 4 of Article V of these By-Laws, an outstanding
certificate for the number of shares involved shall be surrendered for
cancellation before a new certificate in issued therefor.
Section 3. Record Date.
-----------------------
The Board of Directors may fix a record date, which shall not be less
than ten nor more than sixty days before the date of any meeting of
stockholders, as of which there shall be determined
13
the stockholders who are entitled: to notice of or to vote at any meeting of
stockholders or any adjournment thereof; to express consent to corporate action
in writing without a meeting; to receive payment of any dividend or other
distribution or allotment of any rights; or to exercise any rights with respect
to any change, conversion or exchange of stock or with respect to any other
lawful action.
Section 4. Lost, Stolen or Destroyed Certificates.
--------------------------------------------------
In the event of the loss, theft or destruction of any certificate of
stock, another may be issued in its place pursuant to such regulations as the
Board of Directors may establish concerning proof of such loss, theft or
destruction and concerning the giving of a satisfactory bond or bonds of
indemnity.
Section 5. Regulations.
-----------------------
The issue, transfer, conversion and registration of certificates of
stock shall be governed by such other regulations as the Board of Directors may
establish.
ARTICLE VI - NOTICES
--------------------
Section 1. Notices.
-------------------
Except as otherwise specifically provided herein or required by law,
all notices required to be given to any stockholder, director, officer or agent
shall be in writing and may in every instance be effectively given by hand
delivery to the recipient thereof, by depositing such notice in the mails,
postage prepaid, or by sending such notice by prepaid telegram or mailgram. Any
such notice shall be addressed to such stockholder, director, officer or agent
at his or her last known address as the
14
same appears on the books of the Bank. The time when such notice is received, if
hand delivered, or dispatched, if delivered through the mails or by telegram or
mailgram, shall be the time of the giving of the notice.
Section 2. Waivers.
-------------------
A written waiver of any notice, signed by a stockholder, director,
officer, or agent, whether before or after the time of the event for which
notice is to be given, shall be deemed equivalent to the notice required to be
given to such stockholder, director, officer, or agent. Neither the business nor
the purpose of any meeting need be specified in such a waiver.
ARTICLE VII - MISCELLANEOUS
---------------------------
Section 1. Facsimile Signatures.
--------------------------------
In addition to the provisions for the use of facsimile signatures
elsewhere specifically authorized in these by-laws, facsimile signatures of any
officer or officers of the Bank may be used whenever and as authorized by the
Board of Directors or a committee thereof.
Section 2. Corporate Seal.
------------------------------
The Board of Directors shall provide a suitable seal, containing the
name of the Bank, which seal shall be in the charge of the Secretary.
Section 3. Reliance upon Books, Reports and Records
---------------------------------------------------
Each director, each member of any committee designated by the Board of
Directors, and each officer of the Bank shall, in the performance of his duties,
be fully protected in relying in good faith upon the books of account or other
records of the Bank, including reports made to the Bank by any of its officers,
by an independent certified public accountant, or by an appraiser selected with
reasonable care.
15
Section 4. Fiscal Year. The fiscal year of the Bank shall be as fixed
by the Board of Directors of the Bank.
Section 5. Time Periods.
------------------------
In applying any provision of these By-Laws which requires that an act
be done or not done a specified number of days prior to an event or that an act
be done during a period of a specified number of days prior to an event,
calendar days shall be used, the day of the doing of the act shall be excluded,
and the day of the event shall be included.
ARTICLE VIII - INDEMNIFICATION OF DIRECTORS AND OFFICERS
--------------------------------------------------------
Section 1. Right to Indemnification.
------------------------------------
Each person who was or is made a party or is threatened to be made a
party to or is otherwise involved in any action, suit or proceeding, whether
civil, criminal, administrative or investigative (hereinafter a "proceeding"),
by reason of the fact that he or she is or was a director or an officer of the
Bank or is or was serving at the request of the Bank as a director, officer,
employee or agent of another corporation or of a partnership, joint venture,
trust or other enterprise, including service with respect to an employee benefit
plan (hereinafter an "indemnitee"), whether the basis of such proceeding is
alleged action in an official capacity as a director, officer, employee or agent
or in any other capacity while serving as a director, officer, employee or
agent, shall be indemnified and held harmless by the Bank to the fullest extent
authorized by the Delaware General Corporation Law, as the same exists or may
hereafter be amended (but, in the case of any such amendment, only to the extent
that such amendment permits the Bank to provide broader indemnification rights
than such law permitted the Bank to provide prior to such amendment), against
all expense, liability and loss (including attorneys' fees, judgments, fines,
XXXXX excise taxes or penalties and amounts paid in
16
settlement) reasonably incurred or suffered by such indemnitee in connection
therewith; provided, however, that, except as provided in Section 3 of this
ARTICLE VIII with respect to proceedings to enforce rights to indemnification,
the Bank shall indemnify any such indemnitee in connection with a proceeding (or
part thereof) initiated by such indemnitee only if such proceeding (or part
thereof) was authorized by the Board of Directors of the Bank.
Section 2. Right to Advancement of Expenses.
--------------------------------------------
The right to indemnification conferred in Section 1 of this ARTICLE
VIII shall include the right to be paid by the Bank the expenses (including
attorney's fees) incurred in defending any such proceeding in advance of its
final disposition (hereinafter an "advancement of expenses"); provided, however,
that, if the Delaware General Corporation Law requires, an advancement of
expenses incurred by an indemnitee in his or her capacity as a director or
officer (and not in any other capacity in which service was or is rendered by
such indemnitee, including, without limitation, service to an employee benefit
plan) shall be made only upon delivery to the Bank of an undertaking
(hereinafter an "undertaking"), by or on behalf of such indemnitee, to repay all
amounts so advanced if it shall ultimately be determined by final judicial
decision from which there is no further right to appeal (hereinafter a "final
adjudication") that such indemnitee is not entitled to be indemnified for such
expenses under this Section 2 or otherwise. The rights to indemnification and to
the advancement of expenses conferred in Sections 1 and 2 of this ARTICLE VIII
shall be contract rights and such rights shall continue as to an indemnitee who
has ceased to be a director, officer, employee or agent and shall inure to the
benefit of the indemnitee's heirs, executors and administrators.
17
Section 2. Right of Indemnitee to Bring Suit.
---------------------------------------------
If a claim under Section 1 or 2 of this ARTICLE VIII in not paid in
full by the Bank within sixty (60) days after a written claim has been received
by the Bank, except in the case of a claim for an advancement of expenses, in
which case the applicable period shall be twenty (20) days, the indemnitee may
at any time thereafter bring suit against the Bank to recover the unpaid amount
of the claim. If successful in whole or in part in any such suit, or in a suit
brought by the Bank to recover an advancement of expenses pursuant to the terms
of an undertaking, the indemnitee shall be entitled to be paid also the expense
of prosecuting or defending such suit. In (i) any suit brought by the indemnitee
to enforce a right to indemnification hereunder (but not in a suit brought by
the indemnitee to enforce a right to an advancement of expenses) it shall be a
defense that, and (ii) in any suit brought by the Bank to recover an advancement
of expenses pursuant to the terms of an undertaking, the Bank shall be entitled
to recover such expenses upon a final adjudication that, the indemnitee has not
met any applicable standard for indemnification set forth in the Delaware
General Corporation Law. Neither the failure of the Bank (including its Board of
Directors, independent legal counsel, or its stockholders) to have made a
determination prior to the commencement of such suit that indemnification of the
indemnitee is proper in the circumstances because the indemnitee has met the
applicable standard of conduct set forth in the Delaware General Corporation
Law, nor an actual determination by the Bank (including its Board of Directors,
independent legal counsel, or its stockholders) that the indemnitee has not met
such applicable standard of conduct, shall create a presumption that the
indemnitee has not met the applicable standard of conduct or in the case of such
a suit brought by the indemnitee, be a defense to such suit. In any suit brought
by the indemnitee to enforce a right to indemnification or to an advancement of
expenses hereunder, or brought by the
18
Bank to recover an advancement of expenses pursuant to the terms of an
undertaking, the burden of proving that the indemnitee is not entitled to be
indemnified, or to such advancement of expenses, under this ARTICLE VIII or
otherwise shall be on the Bank.
Section 4. Non-Exclusivity of Rights.
-------------------------------------
The rights to indemnification and to the advancement of expenses
conferred in this ARTICLE VIII shall not be exclusive of any other right which
any person may have or hereafter acquire under any statute, the Bank's
Certificate of Incorporation, By-Laws, agreement, vote of stockholders or
disinterested directors or otherwise.
Section 5. Insurance.
---------------------
The Bank may maintain insurance, at its expense, to protect itself and
any director, officer, employee or agent of the Bank or another corporation,
partnership, joint venture, trust or other enterprise against any expense,
liability or loss, whether or not the Bank would have the power to indemnify
such person against such expense, liability or loss under the Delaware General
Corporation Law.
Section 6. Indemnification of Employees and Agents of the Bank.
---------------------------------------------------------------
The Bank may, to the extent authorized from time to time by the Board
of Directors, grant rights to indemnification and to the advancement of expenses
to any employee or agent of the Bank to the fullest extent of the provisions of
this Article with respect to the indemnification and advancement of expenses of
directors and officers of the Bank.
19
ARTICLE IX - AMENDMENTS
-----------------------
Section 1. Amendments.
----------------------
These By-Laws may be amended or repealed by the Board of Directors at
any meeting or by the stockholders at any meeting.
20
EXHIBIT D
Section 321(b) Consent
Pursuant to Section 321(b) of the Trust Indenture Act of 1939, as
amended, Christiana Bank & Trust Company hereby consents that reports of
examinations by Federal, State, Territorial or District authorities may be
furnished by such authorities to the Securities and Exchange Commission upon
requests therefor.
CHRISTIANA BANK & TRUST
COMPANY
Dated: By:
-------------------------- ------------------------------
Name: Xxxx Xxxxxxx
Title: Vice President
EXHIBIT E
NOTICE
This form is intended to assist state nonmember banks and
savings banks with state publication requirements. It has not
been approved by any state banking authorities. Refer to your
appropriate state banking authorities for your state
publication requirements.
R E P O R T O F C O N D I T I O N
Consolidating domestic subsidiaries of the
Christiana Bank & Trust Company of Greenville
------------------------------- ----------
Name of Bank City
in the State of DELAWARE , at the close of business on June 30, 2002.
--------
ASSETS
Thousands of dollars
Cash and balances due from depository institutions:
Noninterest-bearing balances and currency and coins...........................................197
Interest-bearing balances...................................................................3,795
Held-to-maturity securities.................................................................1,931
Available-for-sale securities..............................................................15,281
Federal funds sold in domestic offices..........................................................0
Securities purchased under agreements to resell.................................................0
Loans and lease financing receivables:
Loans and leases held for sale.......................0
Loans and leases, net of unearned income........69,135
LESS: Allowance for loan and lease losses.........520
Loans and leases, net of unearned income, allowance, and reserve...........................68,615
Assets held in trading accounts.................................................................0
Premises and fixed assets (including capitalized leases)....................................3,463
Other real estate owned.........................................................................0
Investments in unconsolidated subsidiaries and associated companies.............................0
Customers' liability to this bank on acceptances outstanding....................................0
Intangible assets:
a. Goodwill....................................................................................0
b. Other intangible assets.....................................................................0
Other assets................................................................................3,482
Total assets...............................................................................96,764
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LIABILITIES
Deposits:
In domestic offices.................................................................................73,758
Noninterest-bearing..............................6,979
Interest-bearing................................66,779
Federal funds purchased in domestic offices..............................................................0
Securities sold under agreements to repurchase...........................................................0
Trading liabilities (from Schedule RC-D..................................................................0
Other borrowed money (includes mortgage indebtedness and obligations under capitalized leases:......13,520
Bank's liability on acceptances executed and outstanding.................................................0
Subordinated notes and debentures........................................................................0
Other liabilities (from Schedule RC-G).................................................................632
Total liabilities...................................................................................87,910
EQUITY CAPITAL
Perpetual preferred stock and related surplus............................................................0
Common Stock...........................................................................................866
Surplus (exclude all surplus related to preferred stock).............................................7,351
a. Retained earnings..................................................................................591
b. Accumulated other comprehensive income..............................................................46
Total equity capital.................................................................................8,854
Total liabilities, limited-life preferred stock, and equity capital.................................96,764
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