EXHIBIT 3(ii)
-------------------------------------------------------------------------
-------------------------------------------------------------------------
AMENDED AND RESTATED BYLAWS
OF
DIME COMMUNITY BANCORP, INC.
Adopted on December 14, 1995
Amended and Restated on January 15, 1998
-------------------------------------------------------------------------
-------------------------------------------------------------------------
TABLE OF CONTENTS
Page
------
ARTICLE I
OFFICES
Section 1. Registered Office 1
Section 2. Additional Offices 1
ARTICLE II
SHAREHOLDERS
Section 1. Place of Meetings 1
Section 2. Annual Meetings 1
Section 3. Special Meetings 1
Section 4. Notice of Meetings 1
Section 5. Waiver of Notice 2
Section 6. Fixing of Record Date 2
Section 7. Quorum 2
Section 8. Conduct of Meetings 2
Section 9. Voting; Proxies 3
Section 10. Inspectors of Election 3
Section 11. Procedure for Nominations 4
Section 12. Substitution of Nominees 5
Section 13. New Business 5
ARTICLE III
CAPITAL STOCK
Section 1. Certificates of Stock 6
Section 2. Transfer Agent and Registrar 6
Section 3. Registration and Transfer of Shares 6
Section 4. Lost, Destroyed and Mutilated Certificates 7
Section 5. Holder of Record 7
ARTICLE IV
BOARD OF DIRECTORS
Section 1. Responsibilities; Number of Directors 7
Section 2. Qualifications 7
Section 3. Mandatory Retirement 7
Section 4. Regular and Annual Meetings 7
Section 5. Special Meetings 7
Section 6. Notice of Meetings; Waiver of Notice 8
Page
------
Section 7. Conduct of Meetings 8
Section 8. Quorum and Voting Requirements 8
Section 9. Informal Action by Directors 8
Section 10. Resignation 9
Section 11. Vacancies 9
Section 12. Compensation 9
Section 13. Amendments Concerning the Board 9
ARTICLE V
COMMITTEES
Section 1. Standing Committees 9
Section 2. Executive Committee 9
Section 3. Audit Committee 10
Section 4. Compensation Committee 10
Section 5. Nominating Committee 11
Section 6. Other Committees 11
ARTICLE VI
OFFICERS
Section 1. Number 11
Section 2. Term of Office and Removal 12
Section 3. Chairman of the Board 12
Section 4. President 12
Section 5. Vice Presidents 12
Section 6. Secretary 12
Section 7. Chief Financial Officer 13
Section 8. Comptroller 13
Section 9. Treasurer 13
Section 10. Other Officers and Employees 13
Section 11. Compensation of Officers and Others 13
ARTICLE VII
DIVIDENDS
13
ARTICLE VIII
AMENDMENTS
14
-ii-
BYLAWS
OF
DIME COMMUNITY BANCORP, INC.
ARTICLE I
OFFICES
SECTION 1. REGISTERED OFFICE. The registered office of Dime
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, they 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, may be called at any time only by the Chairman of the
Board or by resolution of at least three-fourths of the entire Board.
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 address as it appears on the
stock transfer books or records of the Corporation as of the record date
prescribed 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 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 determining shareholders for any other purpose shall be at the close
of business on the day on which the Board of Directors 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
generally by the holders of the outstanding shares of the capital stock
of the Corporation entitled to vote thereat, 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
Bylaws or the Certificate of Incorporation. If less than a majority of
such total number of votes are 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 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.
SECTION 8. CONDUCT OF MEETINGS. The Chairman of the Board shall
serve as chairman at all meetings of the shareholders or, if the Chairman
of the Board is absent or otherwise unable to so serve, the President
shall serve as chairman at any meeting of shareholders held in such
absence. If both the Chairman of the Board and the President are absent
or otherwise unable to so serve, such other person as shall be appointed
by a majority of the entire Board of Directors shall serve as chairman at
-2-
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 accordance
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.
SECTION 9. VOTING; 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. 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 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 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 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. Except for the election of directors or as otherwise provided
by law, the Certificate of Incorporation or these Bylaws, 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 Bylaws 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.
SECTION 10. INSPECTORS OF ELECTION. In advance of any meeting
of shareholders, the Board shall 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 appointed 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
-3-
inspector shall be entitled to a reasonable compensation for his or
her services, to be paid by the Corporation.
SECTION 11. PROCEDURE FOR NOMINATIONS. Subject to the
provisions hereof, the Nominating Committee of the Board 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 Nominating Committee shall deliver
written nominations to the Secretary at least sixty (60) days prior to
the date of the annual meeting. Provided the Nominating Committee makes
such nominations, no nominations for directors except those made by the
Nominating 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 11. 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 11. 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 such meeting if such meeting
is to be held on a day which is within thirty (30) days preceding the
anniversary of the previous year's annual meeting, or ninety (90) days in
advance of such meeting if such meeting is to be held on 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 11, 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)
such other information regarding each nominee 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 and
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, (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 11.
-4-
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 12. SUBSTITUTION OF NOMINEES. In the event that a
person is validly designated as a nominee in accordance with Section 11
of this Article II and shall thereafter become unwilling or unable to
stand for election to the Board, the Nominating Committee 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 11 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 13. NEW BUSINESS. Any new business to be taken up at
the annual meeting at the request of the Chairman of the Board, the
President or by resolution of at least three-fourths of the entire Board
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 13, 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: (i) with respect to an annual meeting of
shareholders, sixty (60) days in advance of such meeting if such meeting
is to be held on a day which is within thirty (30) days preceding the
anniversary of the previous year's annual meeting, or ninety (90) days in
advance of such meeting if such meeting is to be held on 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 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; (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) 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
-5-
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 he should so determine, he 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 of
the Board 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 who shall have signed any such
certificate shall cease to be such officer 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 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 authenticity 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.
-6-
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 certificate 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 representatives, 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 five (5) nor more than fifteen
(15) directors. Within the foregoing limits, the number of directors
shall be determined only by resolution of the Board. A minimum of three
(3) 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), could interfere
with the exercise of independent judgment in carrying out the
responsibilities of a director. No more than two directors shall be
officers or employees of the Corporation or its subsidiaries.
SECTION 2. QUALIFICATIONS. Each director shall be at least
eighteen (18) years of age.
SECTION 3. MANDATORY RETIREMENT. No director shall serve
beyond the end of the annual meeting of the Corporation coincident with
or immediately following the date on which his or her seventy-fifth
(75th) birthday occurs.
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 Bylaws, immediately after, and at the same place as, the
annual meeting of the shareholders, or, with notice, 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 of 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 percent (60%)
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
Bylaws and may fix any place, within or without the
-7-
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, at least twenty-four
(24) hours notice of meetings shall be given to each director if given in
person or by telephone, telegraph, telex, facsimile or other electronic
transmission and at least five (5) days notice of meetings shall be given
if given in writing and delivered by courier or by postage prepaid mail.
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 of the Board or such other director or
officer as the Chairman of the Board shall designate, and in the absence
or incapacity of the Chairman of the Board, the presiding officer shall
be the 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 Directors of The Dime Savings Bank of Williamsburgh and any
predecessors thereto). The Secretary or, in his absence, a person
appointed by the Chairman of the Board (or other presiding person), shall
act as secretary of the meeting. The Chairman of the Board (or other
person presiding) shall conduct all meetings of the Board in accordance
with the best interests of the Corporation and shall have the authority
and discretion to establish reasonable procedural rules for the conduct
of Board meetings. At the discretion of the Chairman of the Board, 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 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 meeting.
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 Bylaws 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 Bylaws, 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 Bylaws, any
action required or permitted to be taken at any meeting of the Board of
Directors, or of any committee thereof, may be taken without a meeting if
all members of the Board of Directors 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 of Directors or such
committee.
-8-
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 of the Board 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,
retirement age, and other restrictions and qualifications for directors
of the Corporation as set forth in these Bylaws 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.
ARTICLE V
COMMITTEES
SECTION 1. STANDING COMMITTEES. At each annual meeting of the
Board, the directors shall designate from their own number, by resolution
adopted by a majority of the entire Board, the following committees:
(a) Executive Committee
(b) Audit Committee
(c) Compensation Committee
(d) Nominating Committee
which shall be standing committees of the Board. 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 Bylaws. The Chief Executive
Officer and the President 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
-9-
of the Executive
Committee, at least three (3) of whom must be non-officer directors, or
such other number of members as the Board of Directors 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 of the Board or such other director or officer as
the Chairman of the Board shall designate shall serve as chairman of the
Executive Committee or, if the office of the Chairman of the Board 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 of the Board, the President 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 Bylaws or the Certificate of Incorporation, 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 three (3) 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 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 Bylaws. In addition, the
Chief Executive Officer and the President shall be ex-officio members of
the Compensation Committee without any power to vote. 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
committee.
-10-
The committee shall meet annually at the call of the chairman
of the committee, and may hold such additional meetings as the Chairman
of the Board may deem necessary. A quorum shall consist of at least one-
third of the voting members of the 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 overseeing
the development, implementation and conduct of the Corporation's
employment and personnel policies, notices and procedures, including the
administration of the Corporation's compensation and benefit programs.
SECTION 5. NOMINATING COMMITTEE. The Nominating Committee
shall consist of at least three (3) members, none of whom shall be an
officer or a salaried employee of the Corporation or its subsidiaries.
In addition, the Chief Executive Officer and the President shall be ex-
officio members of the Nominating Committee, with power to vote on all
matters so long as they are also directors of the Corporation.
Notwithstanding the foregoing, no director shall serve on the Nominating
Committee in any capacity in any year during which such director's term
as a director is scheduled to expire. The Nominating Committee shall
review qualifications of and interview candidates for the Board and shall
make nominations for election of board members in accordance with the
provisions of these Bylaws in relation to those suggestions to the Board.
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 6. OTHER COMMITTEES. The Board may by resolution
adopted by a majority of the entire Board at any meeting 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 and/or employees of the Corporation. In
addition, the Chief Executive Officer and the President 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 Bylaws or the Certificate of Incorporation.
ARTICLE VI
OFFICERS
SECTION 1. NUMBER. The Board shall, at each annual meeting,
elect a Chairman of the Board, a Chief Executive Officer, a President, a
Secretary and such other officers as the Board from time to time may deem
necessary or the business of the Corporation may require. 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 by a majority of the
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
Bylaws 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.
-11-
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. Except for the Chairman of
the Board, the Chief Executive Officer or the President, any officer may
be removed at any regular meeting of the Board with or without cause by
an affirmative vote of a majority of the entire Board. The Board may
remove the Chairman of the Board, the Chief Executive Officer or the
President at any time, with or without cause, only by a vote of two-
thirds of the non-officer directors then holding office at any regular or
special meeting of the Board called for that purpose.
SECTION 3. CHAIRMAN OF THE BOARD. The Chairman shall 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 and be responsible for assuring that the
policy decisions of the Board are implemented as formulated. He shall be
responsible, in consultation with such Officers and members of the Board
as he deems appropriate, for planning the growth of the Corporation. The
Chairman 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 Chairman shall be
principally responsible for exploring opportunities for mergers,
acquisitions and new business. 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. The Chairman will be a member ex-officio, with power to
vote on all matters, of all committees of the Board except the Audit
Committee; in his capacity as an ex-officio member of the Compensation
Committee, he will be without any power to vote.
In the absence or disability of the Chairman of the Board, the
President or such other person who the Board shall designate, shall
exercise the powers and perform the duties, which otherwise would fall
upon the Chairman of the Board.
SECTION 4. PRESIDENT. The President shall, subject to the
direction of the Board and the Chief Executive Officer, be the Chief
Operating Officer of the Corporation and shall assist the Chief Executive
Officer in planning the growth of the Corporation, relations with
investment bankers, other similar financial institutions and financial
advisors. The President, shall under authority given to him, sign
instruments in the name of the Corporation. The President shall have the
general supervision and direction of all of the Corporation's officers
and personnel, subject to and consistent with policies enunciated by the
Board. The President shall have such other powers as may be assigned to
him by the Board, its committees or the Chief Executive Officer. The
President will be a member ex-officio, with power to vote on all matters,
of all Committees of the Board, except the Audit Committee; in his
capacity as ex-officio member of the Compensation Committee he will be
without any power to vote.
SECTION 5. VICE PRESIDENTS. Executive Vice Presidents, Senior
Vice Presidents and Vice Presidents may be appointed by the Board of
Directors to perform such duties as may be prescribed by these Bylaws,
the Board, the Chief Executive Officer or the President as permitted by
the Board.
SECTION 6. 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, the Chairman of 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
-12-
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, the Chairman of the Board or the President.
SECTION 7. CHIEF FINANCIAL OFFICER. The Chief Financial Officer
of the Company shall have the responsibility for supervising the Comptroller
and the Treasurer in maintaining the financial records of the Corporation.
He or she shall also supervise the budgeting and forecasting process. He or
she shall make such disbursement of the funds of the Corporation as are
authorized and monitor the accounts of all transactions and of the financial
condition of the Corporation. The Chief Financial Officer shall also perform
such other duties as may be prescribed by these bylaws, the Board, or the
Chief Executive Officer or the President as permitted by the Board.
SECTION 8. COMPTROLLER. The Comptroller shall be the chief
accounting officer of the Corporation and shall be responsible for the
maintenance of adequate systems and records. The Comptroller 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 Comptroller shall make such reports as may be required by the
Board or as are required by law.
SECTION 9. TREASURER. The Treasurer shall be responsible for
all of the money management and investment functions of the Corporation.
Maintenance of relationships with correspondent banks, securities brokers
and safekeeping agents shall be the responsibility of the Treasurer. The
Treasurer shall make such reports as may be required by the Board or as
are required by law.
SECTION 10. OTHER OFFICERS AND EMPLOYEES. Other officers and
employees 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 or the President.
SECTION 11. COMPENSATION OF OFFICERS AND OTHERS. The
compensation of all officers and employees shall be fixed from time to
time by the Board, or by any committee or officer authorized by the Board
to do so, upon the recommendation and report by the Compensation
Committee. The compensation of agents shall be fixed by the Board, or by
any committee or officer authorized by the Board to do so, upon the
recommendation and report 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 preceding 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.
-13-
ARTICLE VIII
AMENDMENTS
These Bylaws, except as provided by applicable law or the
Certificate of Incorporation, or as otherwise set forth in these Bylaws,
may be amended or repealed at any regular meeting of the entire Board by
the vote of two-thirds of the 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
mailed to the directors of the meeting at which the change or amendment
shall be acted upon; and (c) any Bylaw 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 Bylaws.
Notwithstanding the foregoing, any provision of these Bylaws 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.
-14-
