Exhibit 3.2
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BY-LAWS
OF
WARWICK COMMUNITY BANCORP, INC.
AS AMENDED AS OF MARCH 7, 2001
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TABLE OF CONTENTS
Page
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ARTICLE I
OFFICES
Section 1. Registered Office......................................................................2
Section 2. Additional Offices.....................................................................2
ARTICLE II
SHAREHOLDERS
Section 1. Place of Meetings......................................................................2
Section 2. Annual Meetings........................................................................2
Section 3. Special Meetings.......................................................................2
Section 4. Notice of Meetings.....................................................................2
Section 5. Waiver of Notice.......................................................................2
Section 6. Fixing of Record Date..................................................................3
Section 7. Quorum.................................................................................3
Section 8. Conduct of Meetings....................................................................3
Section 9. Voting; Voting of Shares in the Name of Two or More Persons............................4
Section 10. Proxies................................................................................4
Section 11. Inspectors of Election.................................................................4
Section 12. Procedure for Nominations..............................................................5
Section 13. Substitution of Nominees...............................................................6
Section 14. New Business...........................................................................6
ARTICLE III
CAPITAL STOCK
Section 1. Certificates of Stock..................................................................7
Section 2. Transfer Agent and Registrar...........................................................7
Section 3. Registration and Transfer of Shares....................................................7
Section 4. Lost, Destroyed and Mutilated Certificates.............................................8
Section 5. Holder of Record.......................................................................8
ARTICLE IV
BOARD OF DIRECTORS
Section 1. Responsibilities; Number of Directors..................................................8
Section 2. Qualifications.........................................................................8
Section 3. Age Limitation of Directors............................................................8
Section 4. Regular and Annual Meetings............................................................8
Section 5. Special Meetings.......................................................................9
Section 6. Notice of Meetings; Waiver of Notice...................................................9
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Section 7. Conduct of Meetings....................................................................9
Section 8. Quorum and Voting Requirements.........................................................9
Section 9. Informal Action by Directors..........................................................10
Section 10. Resignation...........................................................................10
Section 11. Vacancies.............................................................................10
Section 12. Compensation..........................................................................10
Section 13. Amendments Concerning the Board.......................................................10
ARTICLE V
COMMITTEES
Section 1. Standing Committees...................................................................10
Section 2. Executive Committee...................................................................11
Section 3. Audit Committee.......................................................................11
Section 4. Compensation Committee................................................................12
Section 5. Other Committees......................................................................12
ARTICLE VI
OFFICERS
Section 1. Designation of Executive Officers.....................................................12
Section 2. Term of Office and Removal............................................................13
Section 3. Chairman of the Board.................................................................13
Section 4. Chief Executive Officer...............................................................13
Section 6. President.............................................................................14
Section 7. Chief Operating Officer...............................................................14
Section 8. Vice Presidents. ....................................................................14
Section 9. Secretary.............................................................................14
Section 10. Treasurer.............................................................................14
Section 11. Other Officers. ....................................................................14
Section 12. Compensation of Officers..............................................................14
ARTICLE VII
DIVIDENDS..................................................15
ARTICLE VIII
AMENDMENTS.................................................15
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BY-LAWS
OF
WARWICK COMMUNITY BANCORP, INC.
ARTICLE I
OFFICES
SECTION 1. REGISTERED OFFICE. The registered office of Warwick
Community Bancorp, Inc. (the "Corporation") in the State of Delaware shall be in
the City of Wilmington, County of New Castle.
SECTION 2. ADDITIONAL OFFICES. The Corporation may also have
offices and places of business at such other places, within or without the State
of Delaware, as the Board of Directors (the "Board") may from time to time
designate or the business of the Corporation may require.
ARTICLE II
SHAREHOLDERS
SECTION 1. PLACE OF MEETINGS. Meetings of shareholders of the
Corporation shall be held at such place, within or without the State of
Delaware, as may be fixed by the Board and designated in the notice of meeting.
If no place is so fixed, such meetings shall be held at the principal
administrative office of the Corporation.
SECTION 2. ANNUAL MEETINGS. The annual meeting of shareholders
of the Corporation for the election of directors and the transaction of any
other business which may properly come before such meeting shall be held each
year on a date and at a time to be designated by the Board.
SECTION 3. SPECIAL MEETINGS. Special meetings of shareholders,
for any purpose or purposes, may be called at any time only by the Chairman, if
one has been elected by the Board, the Chief Executive Officer or by resolution
of at least three-fourths of the Directors then in office. Special meetings
shall be held on the date and at the time and place as may be designated by the
Board. At a special meeting, no business shall be transacted and no corporate
action shall be taken other than that stated in the notice of meeting.
SECTION 4. NOTICE OF MEETINGS. Except as otherwise required by
law, written notice stating the place, date and hour of any meeting of
shareholders and, in the case of a special meeting, the purpose or purposes for
which the meeting is called, shall be delivered to each shareholder of record
entitled to vote at such meeting, either personally or by mail not less than ten
(10) nor more than sixty (60) days before the date of such meeting. If mailed,
such notice shall be deemed to be delivered when deposited in the U.S. mail,
with postage thereon prepaid, addressed to the shareholder at his or her ad
dress as it appears on the stock transfer books or records of the Corporation as
of the record date pre-
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scribed in Section 6 of this Article II, or at such other address as the
shareholder shall have furnished in writing to the Secretary. Notice of any
special meeting shall indicate that the notice is being issued by or at the
direction of the person or persons calling such meeting. When any meeting of
shareholders, either annual or special, is adjourned to another time or place,
no notice of the adjourned meeting need be given, other than an announcement at
the meeting at which such adjournment is taken giving the time and place to
which the meeting is adjourned; PROVIDED, however, that if the adjournment is
for more than thirty (30) days, or, if after adjournment, the Board fixes a new
record date for the adjourned meeting, notice of the adjourned meeting shall be
given to each shareholder of record entitled to vote at the meeting.
SECTION 5. WAIVER OF NOTICE. Notice of any annual or special
meeting need not be given to any shareholder who submits a signed waiver of
notice of any meeting, in person or by proxy or by his or her duly authorized
attorney-in-fact, whether before or after the meeting. The attendance of any
shareholder at a meeting, in person or by proxy, shall constitute a waiver of
notice by such shareholder, except where a shareholder attends a meeting for the
express purpose of objecting at the beginning of the meeting to the transaction
of any business because the meeting is not lawfully called or convened.
SECTION 6. FIXING OF RECORD DATE. For the purpose of
determining shareholders entitled to notice of or to vote at any meeting of
shareholders or any adjournment thereof, or shareholders entitled to receive
payment of any dividend or other distribution or the allotment of any rights, or
in order to make a determination of shareholders for any other proper purpose,
the Board shall fix a date as the record date for any such determination of
shareholders, which date shall not precede the date upon which the resolution
fixing the record date is adopted by the Board. Such date in any case shall be
not more than sixty (60) days and, in the case of a meeting of shareholders, not
less than ten (10) days prior to the date on which the particular action
requiring such determination of shareholders is to be taken. When a
determination of shareholders entitled to vote at any meeting of shareholders
has been made as provided in this Section 6, such determination shall, unless
otherwise provided by the Board, also apply to any adjournment thereof. If no
record date is fixed, (a) the record date for determining shareholders entitled
to notice of or vote at a meeting of shareholders shall be at the close of
business on the day next preceding the day on which the notice is given, or, if
notice is waived, at the close of business on the day next preceding the day on
which the meeting is held, and (b) the record date for de termining shareholders
for any other purpose shall be at the close of business on the day on which the
Board adopts the resolution relating thereto.
SECTION 7. QUORUM. The holders of record of a majority of the
total number of votes eligible to be cast in the election of directors,
represented in person or by proxy, shall constitute a quorum for the transaction
of business at a meeting of shareholders, except as otherwise provided by law,
these By-Laws or the Certificate of Incorporation. If less than a majority of
such total number of votes is represented at a meeting, a majority of the number
of votes so represented may adjourn the meeting from time to time without
further notice, PROVIDED, that if such adjournment is for more than thirty (30)
days, a notice of the adjourned meeting shall be given to each shareholder of
record entitled to vote at the meeting. At such adjourned meeting at which a
quorum is present, any business may be transacted that might have been
transacted at the meeting as originally called. When a quorum is once present to
organize a meeting of shareholders, such quorum is not broken by the subsequent
withdrawal of any shareholders.
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SECTION 8. CONDUCT OF MEETINGS. The Chairman shall serve as
chairman at all meetings of the shareholders or, if a Chairman has not been
elected by the Board or the Chairman is absent or otherwise unable to so serve,
the President shall serve as chairman. If the President is absent or otherwise
unable to so serve, such other person as shall be appointed by a majority of the
entire Board shall serve as chairman at any meeting of shareholders held in such
absence. The Secretary or, in his or her absence, such other person as the
chairman of the meeting shall appoint, shall serve as secretary of the meeting.
The chairman of the meeting shall conduct all meetings of the shareholders in
accor dance with the best interests of the Corporation and shall have the
authority and discretion to establish reasonable procedural rules for the
conduct of such meetings, including such regulation of the manner of voting and
the conduct of discussion as he or she shall deem appropriate. The chairman of
the meeting shall also have the authority to adjourn the meeting from time to
time and from place to place as he or she may deem necessary and in the best
interests of the Corporation.
SECTION 9. VOTING; VOTING OF SHARES IN THE NAME OF TWO OR MORE
PERSONS. Except for the election of directors or as otherwise provided by law,
the Certificate of Incorporation or these By- Laws, at all meetings of
shareholders, all matters shall be determined by a vote of the holders of a
majority of the number of votes eligible to be cast by the holders of the
outstanding shares of capital stock of the Corporation present and entitled to
vote thereat. Directors shall, except as otherwise required by law, these
By-Laws or the Certificate of Incorporation, be elected by a plurality of the
votes cast by each class of shares entitled to vote at a meeting of
shareholders, present and entitled to vote in the election.
If ownership of a share of voting stock of the Corporation
stands in the name of two or more persons, in the absence of written directions
to the Corporation to the contrary, any one or more of such shareholders may
cast, in person or by proxy, all votes to which such ownership is entitled. If
an attempt is made to cast conflicting votes by the several persons in whose
names shares of stock stand, the vote or votes to which those persons are
entitled shall be cast as directed by a majority of those holding such stock and
present, in person or by proxy, at such meeting. If such conflicting votes are
evenly split on any particular matter, each faction may vote the securities in
question proportionally, or any person voting the shares, or a beneficiary, if
any, may apply to the Court of Chancery of Delaware or such other court as may
have jurisdiction to appoint an additional person to act with the persons so
voting the shares, which shall then be voted as determined by a majority of such
persons and the person appointed by the Court.
SECTION 10. PROXIES. Each shareholder entitled to vote at any
meeting may vote either in person or by proxy. Unless otherwise specified in the
Certificate of Incorporation or in a resolution, or resolutions, of the Board
providing for the issuance of preferred stock, each shareholder entitled to vote
shall be entitled to one vote for each share of capital stock registered in his
or her name on the transfer books or records of the Corporation. Each
shareholder entitled to vote may authorize another person or persons to act for
him or her by proxy. All proxies shall be in writing, signed by the shareholder
or by his or her duly authorized attorney-in-fact, and shall be filed with the
Secretary before being voted. No proxy shall be valid after three (3) years from
the date of its execution unless otherwise provided in the proxy. The attendance
at any meeting by a shareholder who shall have previously given a proxy
applicable thereto shall not, as such, have the effect of revoking the proxy.
The Corporation may treat any duly executed proxy as not revoked and in full
force and effect until it receives a duly executed instrument revoking it, or a
duly executed proxy bearing a later date.
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SECTION 11. INSPECTORS OF ELECTION. In advance of any meeting
of shareholders, the Board shall, to the extent required by applicable law,
appoint one or more persons, other than officers, directors or nominees for
office, as inspectors of election to act at such meeting or any adjournment
thereof. Such appointment shall not be altered at the meeting. If inspectors of
election are not so appointed, the chairman of the meeting shall make such
appointment at the meeting. If any person ap pointed as inspector fails to
appear or fails or refuses to act at the meeting, the vacancy so created may be
filled by appointment by the Board in advance of the meeting or at the meeting
by the chairman of the meeting. The duties of the inspectors of election shall
include determining the number of shares outstanding and the voting power of
each, the shares represented at the meeting, the existence of a quorum, the
validity and effect of proxies, receiving votes, ballots or consents, hearing
and deciding all challenges and questions arising in connection with the right
to vote, counting and tabulating all votes, ballots or consents, determining the
results and doing such acts as are proper to the conduct of the election or the
vote with fairness to all shareholders. Any report or certificate made by them
shall be PRIMA FACIE evidence of the facts stated and of the vote as certified
by them. Each inspector shall be enti tled to a reasonable compensation for his
or her services, to be paid by the Corporation.
SECTION 12. PROCEDURE FOR NOMINATIONS. Subject to the
provisions hereof, the Board, or a committee thereof, shall select nominees for
election as directors. Except in the case of a nominee substituted as a result
of the death, incapacity, withdrawal or other inability to serve of a nominee,
the Board, or a committee thereof, shall deliver written nominations to the
Secretary at least sixty (60) days prior to the date of the annual meeting.
Provided the Board, or committee thereof, makes such nominations, no nominations
for directors except those made by the Board or such committee shall be voted
upon at the annual meeting of shareholders unless other nominations by
shareholders are made in accordance with the provisions of this Section 12.
Nominations of individuals for election to the Board at an annual meeting of
shareholders may be made by any shareholder of record of the Corporation
entitled to vote for the election of directors at such meeting who provides
timely notice in writing to the Secretary as set forth in this Section 12. To be
timely, a shareholder's notice must be delivered to or received by the Secretary
not later than the following dates: (i) with respect to an election of directors
to be held at an annual meeting of shareholders, sixty (60) days in advance of
the anniversary of the previous year's annual meeting if the current year's
meeting is to be held within 30 days prior to, on the anniversary date of, or
after the anniversary of the previous year's annual meeting; and (ii) with
respect to an election to be held at an annual meeting of shareholders held at a
time other than within the time periods set forth in the immediately preceding
clause (i), or at a special meeting of shareholders for the election of
directors, the close of business on the tenth (10th) day following the date on
which notice of such meeting is first given to shareholders. For purposes of
this Section 12, notice shall be deemed to first be given to shareholders when
disclosure of such date of the meeting of shareholders is first made in a press
release reported to Dow Xxxxx News Services, Associated Press or comparable
national news service, or in a document publicly filed by the Corporation with
the Securities and Exchange Commission pursuant to Section 13, 14 or 15(d) of
the Securities Exchange Act of 1934, as amended. Such shareholder's notice shall
set forth (a) as to each person whom the shareholder proposes to nominate for
election or re-election as a director, (i) the name, age, business address and
residence address of such person, (ii) the principal occupation or employment of
such person, (iii) such person's written consent to serve as a director, if
elected, and (iv) all such other information regarding each nomi nee proposed by
such shareholder as would be required to be included in a proxy statement filed
pursuant to the proxy rules of the Securities and Exchange Commission (whether
or not the Corporation is then subject to such rules); and (b) as to the
shareholder giving the notice (i) the name, business address and residence
address of such shareholder, (ii) the class and number of shares of the
Corporation which are owned of record by such shareholder and the dates upon
which he or she acquired such shares,
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(iii) a description of all arrangements or understandings between the
shareholder and nominee and any other person or persons (naming such person or
persons) pursuant to which the nominations are to be made by the shareholder and
(iv) the identification of any person employed, retained or to be compensated by
the shareholder submitting the nomination or by the person nominated, or any
person acting on his or her behalf to make solicitations or recommendations to
shareholders for the purpose of assisting in the election of such director, and
a brief description of the terms of such employment, retainer or arrangement for
compensation. At the request of the Board, any person nominated by the Board for
election as a director shall furnish to the Secretary that information required
to be set forth in a shareholder's notice of nomination which pertains to the
nominee together with the required written consent. No person shall be elected
as a director of the Corporation unless nominated in accordance with the
procedures set forth in this Section 12.
The chairman of the meeting shall, if the facts warrant,
determine and declare to the meeting that a nomination was not properly brought
before the meeting in accordance with the provisions hereof, and, if he should
so determine, he shall declare to the meeting that such nomination was not
properly brought before the meeting and shall not be considered.
SECTION 13. SUBSTITUTION OF NOMINEES. In the event that a
person is validly designated as a nominee in accordance with Section 12 of this
Article II and shall thereafter become unwilling or unable to stand for election
to the Board, the Board or a committee thereof may designate a substitute
nominee upon delivery, not fewer than five (5) days prior to the date of the
meeting for the election of such nominee, of a written notice to the Secretary
setting forth such information regarding such substitute nominee as would have
been required to be delivered to the Secretary pursuant to Section 12 of this
Article II had such substitute nominee been initially proposed as a nominee.
Such notice shall include a signed consent to serve as a director of the
Corporation, if elected, of each such substituted nominee.
SECTION 14. NEW BUSINESS. Any new business to be taken up at
the annual meeting at the request of the Chairman or the President or by
resolution of at least three-fourths of the directors then in office shall be
stated in writing and filed with the Secretary at least fifteen (15) days before
the date of the annual meeting, and all business so stated, proposed and filed
shall be considered at the annual meeting, but, except as provided in this
Section 14, no other proposal shall be acted upon at the annual meeting. Any
proposal offered by any shareholder, may be made at the annual meeting and the
same may be discussed and considered, but unless properly brought before the
meeting such proposal shall not be acted upon at the meeting. For a proposal to
be properly brought before an annual meeting by a shareholder, the shareholder
must be a shareholder of record and have given timely notice thereof in writing
to the Secretary. To be timely, a shareholder's notice must be delivered to or
received by the Secretary not later than the following dates: with respect to an
annual meeting of shareholders, sixty (60) days in advance of the anniversary of
the previous year's annual meeting if current year's meeting is to be held
within 30 days prior to, on the anniversary date of, or after the anniversary of
the previous year's annual meeting; and (ii) with respect to an annual meeting
of shareholders held at a time other than within the time periods set forth in
the immediately preceding clause (i), the close of business on the tenth (10th)
day following the date on which notice of such meeting is first given to
shareholders. For purposes of this Section 13, notice shall be deemed to first
be given to shareholders when disclosure of such date of the meeting of
shareholders is first made in a press release reported to Dow Xxxxx News
Services, Associated Press or comparable national news service, or in a document
publicly filed by the Corporation with the Securities and Exchange Commission
pursuant to Section 13, 14 or 15(d) of the Securities Exchange Act of 1934, as
amended. A shareholder's notice to the Secretary shall set forth
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as to the matter the shareholder proposes to bring before the annual meeting (a)
a brief description of the proposal desired to be brought before the annual
meeting, the reasons for conducting such business at the meeting and any
material interest in such business of such shareholder and the beneficial owner,
if any, on whose behalf the proposal is made; (b) the name and address of the
shareholder proposing such business; (c) the class and number of shares of the
Corporation which are owned of record by the shareholder and the dates upon
which he or she acquired such shares; (d) the identification of any person
employed, retained, or to be compensated by the shareholder submitting the
proposal, or any person acting on his or her behalf, to make solicitations or
recommendations to shareholders for the purpose of assisting in the passage of
such proposal, and a brief description of the terms of such employment, retainer
or arrangement for compensation; and (e) all such other information regarding
such proposal as would be required to be included in a proxy statement filed
pursuant to the proxy rules of the Securities and Exchange Commission or
required to be delivered to the Corporation pursuant to the proxy rules of the
Securities and Exchange Commission (whether or not the Corporation is then
subject to such rules). This provision shall not prevent the consideration and
approval or disapproval at an annual meeting of reports of officers, directors
and committees of the Board or the management of the Corporation, but in
connection with such reports, no new business shall be acted upon at such annual
meeting unless stated and filed as herein provided. This provision shall not
constitute a waiver of any right of the Corporation under the proxy rules of the
Securities and Exchange Commission or any other rule or regulation to omit a
shareholder's proposal from the Corporation's proxy materials.
The chairman of the meeting shall, if the facts warrant,
determine and declare to the meeting that any new business was not properly
brought before the meeting in accordance with the provisions hereof, and, if the
chairman should so determine, the chairman shall declare to the meeting that
such new business was not properly brought before the meeting and shall not be
considered.
ARTICLE III
CAPITAL STOCK
SECTION 1. CERTIFICATES OF STOCK. Certificates representing
shares of stock shall be in such form as shall be determined by the Board. Each
certificate shall state that the Corporation will furnish to any shareholder
upon request and without charge a statement of the powers, designations,
preferences and relative, participating, optional or other special rights of the
shares of each class or series of stock and the qualifications or restrictions
of such preferences and/or rights, or shall set forth such statement on the
certificate itself. The certificates shall be numbered in the order of their
issue and entered in the books of the Corporation or its transfer agent or
agents as they are issued. Each certificate shall state the registered holder's
name and the number and class of shares and shall be signed by the Chairman or
the President and the Secretary or any Assistant Secretary, and may, but need
not, bear the seal of the Corporation or a facsimile thereof. Any or all of the
signatures on the certificates may be facsimiles. In case any officer or
officers who shall have signed any such certificate shall cease to be such
officer or officers of the Corporation, whether because of death, resignation or
otherwise, before such certificate shall have been delivered by the Corporation,
such certificate may nevertheless be adopted by the Corporation and be issued
and delivered as though the person or persons who signed such certificate or
certificates had not ceased to be such officer or officers of the Corporation.
SECTION 2. TRANSFER AGENT AND REGISTRAR. The Board shall have
the power to appoint one or more Transfer Agents and Registrars for the transfer
and registration of certificates of
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stock of any class and may require that stock certificates be countersigned and
registered by one or more of such Transfer Agents and Registrars.
SECTION 3. REGISTRATION AND TRANSFER OF SHARES. Subject to the
provisions of the Certificate of Incorporation of the Corporation, the name of
each person owning a share of the capital stock of the Corporation shall be
entered on the books of the Corporation together with the number of shares held
by him or her, the numbers of the certificates covering such shares and the
dates of issue of such certificates. Subject to the provisions of the
Certificate of Incorporation of the Corporation, the shares of stock of the
Corporation shall be transferable on the books of the Corporation by the holders
thereof in person, or by their duly authorized attorneys or legal
representatives, on surrender and cancellation of certificates for a like number
of shares, accompanied by an assignment or power of transfer endorsed thereon or
attached thereto, duly executed, with such guarantee or proof of the authen
ticity of the signature as the Corporation or its agents may reasonably require
and with proper evidence of payment of any applicable transfer taxes. Subject to
the provisions of the Certificate of Incorporation of the Corporation, a record
shall be made of each transfer.
SECTION 4. LOST, DESTROYED AND MUTILATED CERTIFICATES. The
holder of any shares of stock of the Corporation shall immediately notify the
Corporation of any loss, theft, destruction or mutilation of the certificates
therefor. The Corporation may issue, or cause to be issued, a new certifi cate
of stock in the place of any certificate theretofore issued by it alleged to
have been lost, stolen or destroyed upon evidence satisfactory to the
Corporation of the loss, theft or destruction of the certificate and, in the
case of mutilation, the surrender of the mutilated certificate. The Corporation
may, in its discretion, require the owner of the lost, stolen or destroyed
certificate, or his or her legal repre sentatives, to give the Corporation a
bond sufficient to indemnify it against any claim that may be made against it on
account of the alleged loss, theft, destruction or mutilation of any such
certificate and the issuance of such new certificate, or may refer such owner to
such remedy or remedies as he or she may have under the laws of the State of
Delaware.
SECTION 5. HOLDER OF RECORD. Subject to the provisions of the
Certificate of Incorporation of the Corporation, the Corporation shall be
entitled to treat the holder of record of any share or shares of stock as the
holder thereof in fact and shall not be bound to recognize any equitable or
other claim to or interest in such shares on the part of any other person,
whether or not it shall have express or other notice thereof, except as
otherwise expressly provided by law.
ARTICLE IV
BOARD OF DIRECTORS
SECTION 1. RESPONSIBILITIES; NUMBER OF DIRECTORS. The business
and affairs of the Corporation shall be under the direction of the Board. The
Board shall consist of not less than seven (7) nor more than twenty (20)
directors (other than directors elected by the holders of shares of any series
of preferred stock). Within the foregoing limits, the number of directors shall
be determined only by resolution of the Board. A minimum of two (2) directors
shall be persons other than officers or employees of the Corporation or its
subsidiaries and shall not have a relationship which, in the opinion of the
Board (exclusive of such persons), would interfere with the exercise of
independent judgment in carrying out the responsibilities of a director.
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SECTION 2. QUALIFICATIONS. Each director shall be at least
eighteen (18) years of age.
SECTION 3. AGE LIMITATION OF DIRECTORS. No director shall be
qualified to serve as such beyond the last day of the year in which he or she
reaches his or her seventy-fifth (75th) birthday. However, a director on
attaining age 75, shall be eligible for election as Director Emeritus.
SECTION 4. REGULAR AND ANNUAL MEETINGS. An annual meeting of
the Board for the election of officers shall be held, without notice other than
these By-Laws, immediately after, and at the same place as, the annual meeting
of the shareholders, or at such other time or place as the Board may fix by
resolution. The Board may provide, by resolution, the time and place, within or
without the State of Delaware, for the holding of regular meetings of the Board
without notice other than such resolution.
SECTION 5. SPECIAL MEETINGS. Special meetings of the Board may
be called for any purpose at any time by or at the request of the Chairman, if a
Chairman has been elected by the Board, or the President. Special meetings of
the Board shall also be called by the Secretary upon the written request,
stating the purpose or purposes of the meeting, of at least sixty (60%) percent
of the directors then in office, but in any event not less than five (5)
directors. The persons authorized to call special meetings of the Board shall
give notice of such meetings in the manner prescribed by these By-Laws and may
fix any place, within or without the Corporation's regular business area, as the
place for holding any special meeting of the Board called by such persons. No
business shall be conducted at a special meeting other than that specified in
the notice of meeting.
SECTION 6. NOTICE OF MEETINGS; WAIVER OF NOTICE. Except as
otherwise provided in Section 4 of this Article IV, notice of each meeting shall
be mailed or otherwise given to each director at least two (2) business days
before the day of the meeting to his or her address shown in the records of the
Corporation, except in an emergency, in the discretion of the Chairman, if a
Chairman has been elected by the Board, or the President, shorter oral notice
may be given. The purpose of any special meeting shall be stated in the notice.
Such notice shall be deemed given when sent or given to any mail or courier
service or company providing electronic transmission service. Any director may
waive notice of any meeting by submitting a signed waiver of notice with the
Secretary, whether before or after the meeting. The attendance of a director at
a meeting shall constitute a waiver of notice of such meeting, except where a
director attends a meeting for the express purpose of objecting at the beginning
of the meeting to the transaction of any business because the meeting is not
lawfully called or convened.
SECTION 7. CONDUCT OF MEETINGS. Meetings of the Board shall be
presided over by the Chairman, if a Chairman has been elected by the Board. If a
Chairman has not been elected by the Board or the Chairman is absent or
otherwise unable to preside over the meeting, the presiding officer shall be the
most senior Vice Chairman, if one or more Vice Chairmen have been elected by the
Board. If one or more Vice Chairmen have not been elected by the Board or if
there is no Vice Chairman able to preside over the meeting, the presiding
officer shall be the President. If the President is absent or otherwise unable
to preside over the meeting, the presiding officer shall be then senior member
of the Board in terms of length of service on the Board (which length of service
shall include length of service on the Board of Trustees of The Warwick Savings
Bank and any predecessors thereto). The Secretary or, in his absence, a person
appointed by the Chairman (or other presiding person), shall act as secretary of
the meeting. The Chairman (or other person presiding) shall conduct all meetings
of the Board in ac cordance with the best interests of the Corporation and shall
have the authority and discretion to estab lish reasonable procedural rules for
the conduct of Board meetings. Any one or more directors may participate in a
meeting of the Board or a committee of the Board by means of a conference
telephone
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or similar communications equipment allowing all persons participating in the
meeting to hear each other at the same time. Participation by such means shall
constitute presence in person at any such meet ing.
SECTION 8. QUORUM AND VOTING REQUIREMENTS. A quorum at any
meeting of the Board shall consist of not less than a majority of the directors
then in office or such greater number as shall be required by law, these By-Laws
or the Certificate of Incorporation, but not less than one-third (1/3) of the
total number. If less than a required quorum is present, the majority of those
directors present shall adjourn the meeting to another time and place without
further notice. At such adjourned meeting at which a quorum shall be
represented, any business may be transacted that might have been transacted at
the meeting as originally noticed. Except as otherwise provided by law, the
Certificate of Incorporation or these By-Laws, a majority vote of the directors
present at a meeting, if a quorum is present, shall constitute an act of the
Board.
SECTION 9. INFORMAL ACTION BY DIRECTORS. Unless otherwise
restricted by the Certificate of Incorporation or these By-Laws, any action
required or permitted to be taken at any meeting of the Board, or of any
committee thereof, may be taken without a meeting if all members of the Board or
such committee, as the case may be, consent thereto in writing, and the writing
or writings are filed with the minutes of proceedings of the Board or such
committee.
SECTION 10. RESIGNATION. Any director may resign at any time
by sending a written notice of such resignation to the principal office of the
Corporation addressed to the Chairman or the President. Unless otherwise
specified therein, such resignation shall take effect upon receipt thereof.
SECTION 11. VACANCIES. To the extent not inconsistent with the
Certificate of Incorporation and subject to the limitations prescribed by law
and the rights of holders of Preferred Stock, vacancies in the office of
director, including vacancies created by newly created directorships resulting
from an increase in the number of directors, shall be filled only by a vote of a
majority of the directors then holding office, whether or not a quorum, at any
regular or special meeting of the Board called for that purpose. Subject to the
rights of holders of Preferred Stock, no person shall be so elected a director
unless nominated by the Nominating Committee. Subject to the rights of holders
of Preferred Stock, any director so elected shall serve for the remainder of the
full term of the class of directors in which the new directorship was created or
the vacancy occurred and until his or her successor shall be elected and
qualified.
SECTION 12. COMPENSATION. From time to time, as the Board
deems necessary, the Board shall fix the compensation of directors, and officers
of the Corporation in such one or more forms as the Board may determine.
SECTION 13. AMENDMENTS CONCERNING THE BOARD. The number and
other restrictions and qualifications for directors of the Corporation as set
forth in these By-Laws may be altered only by a vote, in addition to any vote
required by law, of two-thirds of the entire Board or by the affirmative vote of
the holders of record of not less than eighty percent (80%) of the total votes
eligible to be cast by holders of all outstanding shares of capital stock of the
Corporation entitled to vote generally in the election of directors at a meeting
of the shareholders called for that purpose.
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ARTICLE V
COMMITTEES
SECTION 1. STANDING COMMITTEES. At each annual meeting of the
Board, the directors shall designate from their own number, by resolution, the
following committees:
(a) Executive Committee
(b) Audit Committee
(c) Compensation Committee
which shall be standing committees of the Board. The Chairman, if one has been
elected by the Board, shall be a member of, and the Chief Executive Officer and
the President shall be ex-officio members of, with power to vote on all matters,
the Executive Committee. The Board shall appoint a director to fill any vacancy
on any committee of the Board. The members of the committees shall serve at the
pleasure of the Board.
SECTION 2. EXECUTIVE COMMITTEE. There shall be an Executive
Committee of the Board, consisting of at least six (6) members, as shall be
appointed by Board resolution or these By- Laws. The Chairman, if one has been
elected by the Board, shall be a member of the Executive Committee. The Chief
Executive Officer, the President and the Secretary shall be ex-officio members
of the Executive Committee, with power to vote on all matters so long as they
are also directors of the Corporation. Four (4) members of the Executive
Committee, at least three (3) of whom must be non- officer directors, or such
other number of members as the Board may establish by resolution, shall
constitute a quorum for the transaction of business. The vote of a majority of
members present at any meeting including the presiding member, who shall be
eligible to vote, shall constitute the action of the Executive Committee.
The Chairman, if one has been elected by the Board, the
President or such other director or officer as the Chairman shall designate
shall serve as chairman of the Executive Committee. If the office of the
Chairman is vacant, the President shall serve as chairman of the Executive
Committee. In the absence of the chairman of the Executive Committee, the
committee shall designate, from among its membership present, a person to
preside at any meeting held in such absence. The Executive Committee shall
designate, from its membership or otherwise, a secretary who shall report to the
Board at its next regular meeting all proceedings and actions taken by the
Executive Committee. The Executive Committee shall meet as necessary at the call
of the Chairman or at the call of a majority of the members of the Executive
Committee.
The Executive Committee shall, to the extent not inconsistent
with law, these By-Laws, the Certificate of Incorporation or resolutions adopted
by the Board, exercise all the powers and authority of the Board in the
management of the business and affairs of the Corporation in the intervals
between the meetings of the Board.
SECTION 3. AUDIT COMMITTEE. The Audit Committee shall consist
of at least four (4) members whose background and experience are financial
and/or business management related, none of whom shall be an officer or salaried
employee of the Corporation or its subsidiaries, an attorney who
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receives a fee or other compensation for legal services rendered to the
Corporation or any other individual having a relationship which, in the opinion
of the Board, would interfere with the exercise of independent judgment in
carrying out the responsibilities of a director. At any regular meeting of the
Board, any director who is otherwise eligible to serve on the Audit Committee
may be elected to fill a vacancy that has occurred on the Audit Committee. The
Board shall designate one member of the committee to serve as chairman of the
committee. The Audit Committee shall meet annually, at the call of the chairman
of the committee and may hold such additional meetings as the chairman of the
committee may deem necessary, to examine, or cause to be examined, the records
and affairs of the Corporation to determine its true financial condition, and
shall present a report of examination to the Board at the Board's next regular
meeting following the meeting of the Audit Committee. The committee shall
appoint, from its membership or otherwise, a secretary who shall cause to be
kept written minutes of all meetings of the committee. The Audit Committee shall
make, or cause to be made, such other examinations as it may deem advisable or
whenever so directed by the Board and shall report thereon in writing at a
regular meeting of the Board. The Audit Committee shall make recommendations to
the Board in relation to the employment of accountants and independent auditors
and arrange for such other assistance as it may deem necessary or desirable. The
Audit Committee shall review and evaluate the procedures and performance of the
Corporation's internal auditing staff. A quorum shall consist of at least
one-third of the members of the committee, and in no event less than two (2)
members of the committee.
SECTION 4. COMPENSATION COMMITTEE. The Compensation Committee
shall consist of at least three (3) members, none of whom shall be an officer or
salaried employee of the Corporation or its subsidiaries, as shall be appointed
by Board resolution or these By-Laws. The Board shall designate one member of
the committee to serve as chairman of the Compensation Committee, who shall have
the authority to adopt and establish procedural rules for the conduct of all
meetings of the commit tee.
The Compensation Committee shall meet annually at the call of
the chairman of the committee, and may hold such additional meetings as the
chairman may deem necessary. A quorum shall consist of at least one-third of the
voting members of the Compensation Committee, and in no event less than two (2)
voting members of the committee. The vote of a majority of the voting members
present at any meeting, including the chairman of the committee who shall be
eligible to vote, shall constitute the action of the Compensation Committee. The
committee shall appoint, from its membership or otherwise, a secretary who shall
cause to be kept written minutes of all meetings of the committee.
The Compensation Committee shall be responsible for
recommending to the Board the compensation, employment arrangements and benefit
programs for officers of the Corporation and its subsidiaries.
SECTION 5. OTHER COMMITTEES. The Board may by resolution
authorize such other committees as from time to time it may deem necessary or
appropriate for the conduct of the business of the Corporation. The members of
each committee so authorized shall be appointed by the Board from members of the
Board. In addition, the Chairman, if one has been elected by the Board, the
President, the Chief Executive Officer and the Secretary shall be ex-officio
members of each such committee. Each such committee shall exercise such powers
as may be assigned by the Board to the extent not inconsistent with law, these
By-Laws, the Certificate of Incorporation or resolutions adopted by the Board.
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ARTICLE VI
OFFICERS
SECTION 1. DESIGNATION OF EXECUTIVE OFFICERS. The Board shall,
at each annual meeting, elect a President and a Secretary, and may elect a
Chairman, one or more Vice Chairmen and such other officers as the Board from
time to time may deem necessary or the business of the Corporation may require.
The Board shall designate either the Chairman or the President as the Chief
Executive Officer, and may designate the President or an Executive Vice
President to be the Chief Operating Officer. Any number of offices may be held
by the same person except that no person may simultaneously hold the offices of
President and Secretary.
The election of all officers shall be made only by a vote of a
majority of the entire Board. If such election is not held at the meeting held
annually for the election of officers, such officers may be so elected at any
subsequent regular meeting or at a special meeting called for that purpose, in
the same manner above provided. Each person elected shall have such authority,
bear such title and perform such duties as provided in these By-Laws and as the
Board may prescribe from time to time. All officers elected or appointed by the
Board shall assume their duties immediately upon their election and shall hold
office at the pleasure of the Board. Whenever a vacancy occurs among the
officers, it may be filled at any regular or special meeting called for that
purpose, in the same manner as above provided.
SECTION 2. TERM OF OFFICE AND REMOVAL. Each officer shall
serve until his or her successor is elected and duly qualified, the office is
abolished or he or she is removed. Any officer may be removed at any regular or
special meeting of the Board called for that purpose, with or without cause, by
an affirmative vote of a majority of the entire Board.
SECTION 3. CHAIRMAN OF THE BOARD. The Chairman, if one has
been elected by the Board, may be the Chief Executive Officer of the Corporation
and shall, subject to the direction of the Board, oversee all of the major
activities of the Corporation and its subsidiaries. The Chairman shall preside
at all meetings of the shareholders; preside at all meetings of the Board and
the Executive Committee; make recommendations to the Board regarding
appointments to all committees; and sign instruments in the name of the
Corporation.
SECTION 4. CHIEF EXECUTIVE OFFICER. The Chief Executive
Officer of the Corporation, subject to the direction of the Board, shall be
responsible for assuring that the policy decisions of the Board are implemented
and carried out as formulated and shall have general management and control of
the business and affairs of the Corporation and its subsidiaries. The Chief
Executive Officer shall be responsible, in consultation with such officers and
members of the Board as he deems appropriate, for planning the growth of the
Corporation and its subsidiaries. The Chief Executive Officer shall be
responsible for shareholder relations, relations with investments bankers, other
similar financial institutions and financial advisors, and shall be empowered to
designate officers of the Corporation and its subsidiaries to assist in such
activities. The Chief Executive Officer shall be principally responsible for
exploring opportunities for mergers, acquisitions and new business. The Chief
Executive Officer shall have the general supervision and direction of all of the
Corporation's officers, subject to and consistent with policies enunciated by
the Board. The Chief Executive Officer shall under authority given to him, sign
instruments in the name of the Corporation. The Chief Executive Officer shall
have such other powers as may be assigned to him by the Board, its committees
or, if a Chairman other than the Chief Executive Officer is elected by the
Board, the Chairman. The Chief Executive Officer shall
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be a member ex-officio, with power to vote on all matters, of all committees of
the Board, except the Audit Committee and the Compensation Committee.
SECTION 5. VICE CHAIRMAN. One or more Vice Chairmen may be
appointed by the Board and shall have such authority and shall perform such
duties as may be assigned to them, from time to time, by the Board, the Chairman
or the Chief Executive Officer. In the absence of or disability of the Chairman,
or if the office of the Chairman is vacant by reason of death, resignation,
failure of the Board to elect a Chairman or otherwise, the most senior Vice
Chairman, if one has been elected by the Board, or such other person who the
Board shall designate, shall exercise the powers and perform the duties which
otherwise would fall upon the Chairman. In the Chief Executive Officer's
absence, the most senior Vice Chairman, if one has been elected by the Board, or
such other person who the Board shall designate, subject to the direction of the
Board, shall exercise the powers and perform the duties which otherwise would
fall upon the Chief Executive Officer.
SECTION 6. PRESIDENT. The President shall be the Chief
Executive Officer or the Chief Operating Officer of the Corporation, as
determined by the Board, and shall be subject to the direction of the Board. The
President shall perform such duties as from time to time may be assigned to him
by these By-Laws, the Board, , the Chief Executive Officer or, if elected by the
Board, the Chairman or the most senior Vice Chairman. The President shall be a
member ex-officio, with power to vote on all matters, of all committees of the
Board, except the Audit Committee and the Compensation Committee.
SECTION 7. CHIEF OPERATING OFFICER. The Chief Operating
Officer shall have the general supervision and direction of all of the
Corporation's operations and personnel, subject to and consistent with policies
enunciated by the Board and the direction of the Chief Executive Officer. The
Chief Operating Officer shall, under authority given to him, sign instruments in
the name of the Corporation. The Chief Operating Officer shall have such other
powers and duties as may be assigned to him by the Board, its committees or the
Chief Executive Officer.
SECTION 8. VICE PRESIDENTS. Executive Vice Presidents, Senior
Vice Presidents and Vice Presidents may be appointed by the Board to perform
such duties as may be prescribed by these By-Laws, the Board or the Chief
Executive Officer and the Chief Operating Officer as permitted by the Board.
SECTION 9. SECRETARY. The Secretary shall attend all meetings
of the Board and of the shareholders and shall record, or cause to be recorded,
all votes and minutes of all proceedings of the Board and of the shareholders in
a book or books to be kept for that purpose. The Secretary shall perform such
executive and administrative duties as may be assigned by the Board or the
President. The Secretary shall have charge of the seal of the Corporation, shall
submit such reports and statements as may be required by law or by the Board,
shall conduct all correspondence relating to the Board and its proceedings and
shall have such other powers and duties as are generally incident to the office
of Secretary and as may be assigned to him or her by the Board or the Chief
Executive Officer.
SECTION 10. TREASURER. The Treasurer shall be the chief
accounting officer of the Corporation and shall be responsible for the
maintenance of adequate systems and records. The Treasurer shall also be the
chief financial officer of the Corporation and shall keep a record of all
assets, liabilities, receipts, disbursements and other financial transactions
and shall see that all expenditures are made in accordance with procedures duly
established from time to time by the Board. The Treasurer shall make such
reports as may be required by the Board or as are required by law.
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SECTION 11. OTHER OFFICERS. Other officers appointed by the
Board shall have such authority and shall perform such duties as may be assigned
to them, from time to time, by the Board or the Chief Executive Officer.
SECTION 12. COMPENSATION OF OFFICERS. The compensation of all
officers shall be fixed from time to time by the Board, upon the recommendation
of the Compensation Committee.
ARTICLE VII
DIVIDENDS
The Board shall have the power, subject to the provisions of
law and the requirements of the Certificate of Incorporation, to declare and pay
dividends out of surplus (or, if no surplus exists, out of net profits of the
Corporation, for the fiscal year in which the dividend is declared and/or the
pre ceding fiscal year, except where there is an impairment of capital stock),
to pay such dividends to the shareholders in cash, in property or in shares of
the capital stock of the Corporation and to fix the date or dates for the
payment of such dividends.
ARTICLE VIII
AMENDMENTS
These By-Laws, except as provided by applicable law or the
Certificate of Incorporation, or as otherwise set forth in these By-Laws, may be
amended or repealed at any regular meeting of the entire Board by the vote of
two-thirds of the members of the entire Board; PROVIDED, however, that (a) a
notice specifying the change or amendment shall have been given at a previous
regular meeting and entered in the minutes of the Board; (b) a written statement
describing the change or amendment shall be made in the notice delivered to the
directors of the meeting at which the change or amendment shall be acted upon;
and (c) any By-Law made by the Board may be altered, amended, rescinded or
repealed by the holders of shares of capital stock entitled to vote thereon at
any annual meeting or at any special meeting called for that purpose in
accordance with the percentage requirements set forth in the Certificate of
Incorporation and/or these By-Laws. Notwithstanding the foregoing, any provision
of these By-Laws that contains a supermajority voting requirement shall only be
altered, amended, rescinded or repealed by a vote of the Board or holders of
capital stock entitled to vote thereon that is not less than the supermajority
specified in such provision.
