SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
March 3, 1998
SUN BANCORP, INC
(Exact name of Registrant as specified in its Charter)
New Jersey 0-20957 52-1382541
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(State or other jurisdiction SEC File No.) (IRS Employer of incorporation)
Identification Number)
226 Landis Avenue, Vineland, New Jersey 08360
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (609) 691-7700
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Not Applicable
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(Former name or former address, if changed since last Report)
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SUN BANCORP, INC.
INFORMATION TO BE INCLUDED IN REPORT
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Item 5. Other Events.
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On March 3, 1998, the Board of Directors of Sun Bancorp, Inc. (the
"Corporation"), the holding company for Sun National Bank, Vineland, New Jersey
(the "Bank"), adopted Amended and Restated Bylaws of the Corporation. The
Corporation's bylaws were amended in order to provide for certain corporate
governance matters. New provisions were added to the bylaws which, among other
things, prohibit shareholders from calling a special meeting of shareholders,
provide the board the ability to postpone an annual meeting, provide procedures
for nominating directors and shareholder proposals and address the fixing of
record dates.
A copy of the Amended and Restated Bylaws of the Corporation is
attached hereto as Exhibit 99.1, and incorporated herein by reference in its
entirety.
Item 7. Financial Statements, Pro Forma Financial
Information and Exhibits
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(c) Exhibits:
99.1 Amended and Restated Bylaws of Sun Bancorp, Inc.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this Report to be signed on its behalf by the
undersigned, thereunto duly authorized.
SUN BANCORP, INC.
Date: March 4, 1998 By: /s/Robert F. Mack
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Robert F. Mack
Executive Vice President
(Duly Authorized Reprsentative)
EXHIBIT 99.1
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AMENDED AND RESTATED BYLAWS
OF
SUN BANCORP, INC.
AS ADOPTED BY THE BOARD OF DIRECTORS ON
MARCH 3, 1998
ARTICLE I - Home Office
The home office of Sun Bancorp, Inc. (the "Corporation") shall be
located at 226 Landis Avenue, in the City of Vineland, in the County of
Cumberland, in the State of New Jersey. The Corporation may also have offices at
such other places within or without the State of New Jersey as the board of
directors shall from time to time determine.
ARTICLE II - Shareholders
Section 1. Place of Meetings. All annual and special meetings of
shareholders shall be held at the home office of the Corporation or at such
other place as the board of directors may determine.
Section 2. Annual Meeting. A meeting of the shareholders of the
Corporation for the election of directors and for the transaction of any other
business of the Corporation shall be held annually at such date and time as the
board of directors may determine. The board of directors may postpone an annual
meeting by providing public notice at any time before such annual meeting date.
Section 3. Special Meetings. Unless otherwise required by law, special
meetings of the shareholders of the Corporation for any purpose or purposes may
be called at any time by the board of directors of the Corporation.
Section 4. Conduct of Meetings. Annual and special meetings shall be
conducted in accordance with rules and procedures adopted by the board of
directors.
Section 5. Notice of Meetings. Written notice stating the place, day,
and hour of the meeting and the purpose(s) for which the meeting is so called
shall be delivered not fewer than ten (10) nor more than sixty (60) days before
the date of the meeting, either personally or by mail, by or at the direction of
the chairman of the board, the vice chairman, or the secretary, or the directors
calling the meeting, to each shareholder of record entitled to vote at such
meeting. If mailed, such notice shall be deemed to be delivered when deposited
in the mail, addressed to the shareholder at the 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 with postage prepaid. When any
shareholders' meeting, either annual or special, is adjourned, notice of the
adjourned meeting shall not be necessary unless the board fixes a new record
date for the adjourned meeting.
Section 6. Fixing of Record Date. For the purpose of determining the
shareholders entitled to notice of or to vote at any meeting of shareholders or
any adjournment, or the shareholders entitled to receive payment of any
dividend, or in order to make a determination of shareholders for any other
proper purpose, the board of directors shall fix in advance a date as the record
date for any such determination of shareholders. Such date in any case shall be
not more than 60 days and, in the case of a meeting of shareholders, not fewer
than 10 days prior to the date on which the particular action, requiring such
determination of shareholders, is to be taken.
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Section 7. Quorum. The quorum requirements for meetings of shareholders
shall be as set forth in the Certificate of Incorporation. The Chairman of the
meeting may adjourn the meeting from time to time whether or not a quorum is
present. The shareholders present at a duly organized meeting may continue to
transact business until adjournment, notwithstanding the withdrawal of enough
shareholders to leave less than a quorum.
Section 8. Proxies. At all meetings of shareholders, a shareholder may
vote by proxy executed by the shareholder in the manner provided by law. Proxies
solicited on behalf of the management shall be voted as directed by the
shareholder or, in the absence of such direction, as determined by a majority of
the board of directors. No proxy shall be valid after eleven months from the
date of its execution unless otherwise provided in the proxy.
Section 9. Voting of Shares in the Name of Two or More Persons. When
ownership of stock stands in the name of two or more persons, at any meeting of
the shareholders of the Corporation, any one or more of such shareholders may
cast, in person or by proxy, all votes to which such ownership is entitled. In
the event an attempt is made to cast conflicting votes, in person or by proxy,
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 and present in person or by proxy at such meeting. If there
is no such majority, the shares shall, for the purpose of voting, be divided
equally among such holders present.
Section 10. Voting of Shares of Certain Holders. Shares standing in the
name of another corporation may be voted by any officer, agent, or proxy as the
bylaws of such corporation may prescribe, or, in the absence of such provision,
as the board of directors of such corporation may determine. Shares held by an
administrator, executor, guardian, or conservator may be voted by him or her,
either in person or by proxy, without a transfer of such shares into his or her
name. Shares standing in the name of a receiver may be voted by such receiver,
and shares held by or under the control of a receiver may be voted by such
receiver without the transfer into his or her name if authority to do so is
contained in an appropriate order of the court or other public authority by
which such receiver was appointed.
A shareholder whose shares are pledged shall be entitled to vote such
shares until the shares have been transferred into the name of the pledgee, and
thereafter, the pledgee shall be entitled to vote the shares so transferred.
Neither treasury shares of its own stock held by the Corporation nor
shares held by another corporation, if a majority of the shares entitled to vote
for the election of directors of such other corporation are held by the
Corporation, shall be voted at any meeting or counted in determining the total
number of outstanding shares at any given time for purposes of any meeting.
Section 11. Inspectors of Election. In advance of any meeting of
shareholders, the board of directors may appoint any persons other than nominees
for director as inspectors of election to act at such meeting or any
adjournment. The number of inspectors shall be either one or three. Any such
appointment shall not be altered at the meeting. If inspectors of election are
not so appointed, the chairman of the board or the president may make such
appointment at the meeting. In case any person appointed as inspector fails to
appear or fails or refuses to act, the vacancy may be filled by appointment by
the board of directors in advance of the meeting or at the meeting by the
chairman of the board or the president.
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Unless otherwise prescribed by regulation of the board, the duties of
such inspectors shall include: determining the number of shares and the voting
power of each share, the shares represented at the meeting, the existence of a
quorum, and the authenticity, validity and effect of proxies; receiving votes,
ballots, or consents; hearing and determining all challenges and questions in
any way arising in connection with the rights to vote; counting and tabulating
all votes or consents; determining the result; and such acts as may be proper to
conduct the election or vote with fairness to all shareholders.
Section 12. Nominating Committee. The board of directors shall act as a
nominating committee for selecting the management nominees for election as
directors. Except in the case of a nominee substituted as a result of the death
or other incapacity of a management nominee, the nominating committee shall
deliver written nominations to the secretary at least twenty days prior to the
date of the annual meeting. Provided such committee makes such nominations, no
nominations for directors except those made by the nominating committee shall be
voted upon at the annual meeting unless other nominations by shareholders are
made in writing and delivered to the secretary of the Corporation in accordance
with the provisions of Article II, Section 13 of these Bylaws.
Section 13. Notice for Nominations and Proposals. (a) Nominations of
candidates for election as directors at any annual meeting of shareholders may
be made (i) by, or at the direction of the board of directors or (ii) by any
shareholder of the Corporation who is a shareholder of record at the time of
giving of notice provided for in this Section 13, who shall be entitled to vote
for the election of directors at the meeting and who complies with the notice
procedures set forth in this Section 13. Only persons nominated in accordance
with the procedures set forth in this Section 13 shall be eligible for election
as directors at an annual meeting.
Nominations, other than those made by or at the direction of the board
of directors, shall be made pursuant to timely notice in writing to the
Secretary of the Corporation as set forth in this Section 13. To be timely, a
shareholder's notice shall be delivered to, or mailed and received at, the
principal executive offices of the Corporation (i) in the case of an annual
meeting, not less than 60 days nor more than 90 days prior to the first
anniversary of the preceding year's annual meeting; provided, however, that in
the event that the date of the annual meeting is changed by more than 30 days
from such anniversary date, notice by the shareholder to be timely must be so
received not later than the close of business on the 10th day following the
earlier of the day on which notice of the date of the meeting was mailed or
public disclosure was made, and (ii) in the case of a special meeting at which
directors are to be elected, not later than the close of business on the 10th
day following the earlier of the day on which notice of the date of the meeting
was mailed or public disclosure was made. Such shareholder's notice shall set
forth (i) as to each person whom the shareholder proposes to nominate for
election or reelection as a director all information relating to such person
that is required to be disclosed in solicitations of proxies for election of
directors, or is otherwise required, in each case pursuant to Regulation 14A
under the Securities Exchange Act of 1934, as amended (including such person's
written consent to being named in the proxy statement as a nominee and to
serving as a director if elected); (ii) as to the shareholder giving the notice
(A) the name and address, as they appear on the Corporation's books, of such
shareholder and (B) the class and number of shares of the Corporation which are
beneficially owned by such shareholder and also which are owned of record by
such shareholder; and (iii) as to the beneficial owner, if any, on whose behalf
the nomination is made, (A) the name and address of such person and (B) the
class and number of shares of the Corporation which are beneficially owned by
such person. At the request of the board of directors, any person nominated by,
or at the direction of, the Board for election as a director shall furnish to
the Secretary of the Corporation that information required to be set forth in a
shareholder's notice of nomination which pertains to the nominee.
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No person shall be eligible to serve as a director of the Corporation
unless nominated in accordance with the procedures set forth in this By-law. The
Chairman of the meeting shall, if the facts warrant, determine and declare to
the meeting that a nomination was not made in accordance with the procedures
prescribed by these By-laws, and if he should so determine, he shall so declare
to the meeting and the defective nomination shall be disregarded.
Notwithstanding the foregoing provisions of this Bylaw, a shareholder shall also
comply with all applicable requirements of the Securities Exchange Act of 1934,
as amended, and the rules and regulations thereunder with respect to the matters
set forth in this Section 13.
(b) (i) At an annual meeting of the shareholders, only such business
shall be conducted as shall have been brought before the meeting (A) pursuant to
the Corporation's notice of meeting, (B) by or at the direction of the Board of
Directors or (C) by any shareholder of the Corporation who is a shareholder of
record at the time of giving of the notice provided for in this By-law, who
shall be entitled to vote at such meeting and who complies with the notice
procedures set forth in this By-law.
(ii) For business to be properly brought before an annual
meeting by a shareholder pursuant to clause (C) of paragraph (b) (i) of this
By-law, the shareholder must have given timely notice thereof in writing to the
Secretary of the Corporation. To be timely, a shareholder's notice must be
delivered to or mailed and received at the principal executive offices of the
Corporation not less than 60 days nor more than 90 days prior to the first
anniversary of the preceding year's annual meeting; provided, however, that in
the event that the date of the meeting is changed by more than 30 days from such
anniversary date, notice by the shareholder to be timely must be received no
later than the close of business on the 10th day following the earlier of the
day on which notice of the date of the meeting was mailed or public disclosure
was made. A shareholder's notice to the Secretary shall set forth as to each
matter the shareholder proposes to bring before the meeting (A) a brief
description of the business desired to brought before the meeting and the
reasons for conducting such business at the meeting, (B) the name and address,
as they appear on the Corporation's books, of the shareholder proposing such
business, and the name and address of the beneficial owner, if any, on whose
behalf the proposal is made, (C) the class and number of shares of the
Corporation which are owned beneficially and of record by such shareholder of
record and by the beneficial owner, if any, on whose behalf the proposal is made
and (D) any material interest of such shareholder of record and the beneficial
owner, if any, on whose behalf the proposal is made in such business.
(iii) Notwithstanding anything in these By-laws to the
contrary, no business shall be conducted at an annual meeting except in
accordance with the procedures set forth in this By-law. The Chairman of the
meeting shall, if the facts warrant, determine and declare to the meeting that
business was not properly brought before the meeting and in accordance with the
procedures prescribed by these By-laws, and if he should so determine, he shall
so declare to the meeting and any such business not properly brought before the
meeting shall not be transacted. Notwithstanding the foregoing provisions of
this By-law, a shareholder shall also comply with all applicable requirements of
the Securities Exchange Act of 1934, as amended, and the rules and regulations
thereunder with respect to the matters set forth in this By-law.
ARTICLE III - Board of Directors
Section 1. General Powers. The business and affairs of the Corporation
shall be under the direction of its board of directors. The board of directors
may annually elect a chairman of the board and one or more vice chairmen from
among its members and shall designate, when present, either the
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chairman of the board or in his or her absence, one of the vice chairmen to
preside at its meetings. The Board of Directors may exercise all such powers of
the Corporation and do all such lawful acts and things as are not by statute,
regulation, the Certificate of Incorporation or these Bylaws directed or
required to be exercised or done by the shareholders.
Section 2. Number, Term and Election. The board of directors shall
consist of not fewer than two (2) nor more than twenty-five (25) directors.
Directors are to be elected by a plurality of votes cast by the shares entitled
to vote in the election at a meeting of shareholders at which a quorum is
present. The number of directors to be elected, subject to the foregoing limits,
shall be determined from time to time by the Board of Directors.
Section 3. Place of Meeting. All annual and special meetings of the
board of directors shall be held on such day, at such hour, and at such place,
consistent with applicable law, as the Board shall from time to time designate
or as may be designated in any notice from the Secretary calling the meeting.
Members of the board of directors may participate in meetings by means of
conference telephone or similar communications equipment by which all persons
participating in the meeting can hear each other. Such participation shall
constitute presence in person.
Section 4. Regular Meetings. A regular meeting of the board of
directors shall be held without other notice than this Bylaw at such time and
date as the board of directors may determine.
Section 5. Special Meetings. Special meetings of the board of directors
may be called by or at the request of the chairman of the board, the vice
chairman, or one-third of the directors. The persons authorized to call special
meetings of the board of directors may fix any place, within or outside the
State of New Jersey, as the place for holding any special meeting of the board
of directors called by such persons.
Section 6. Notice of Special Meeting. Written notice of at least 24
hours regarding any special meeting of the board of directors or of any
committee designated thereby shall be given to each director in accordance with
these Bylaws, although such notice may be waived by the director. The attendance
of such director at a meeting, without protesting prior to the conclusion of the
meeting the lack of notice of such meeting, shall constitute a waiver of notice
of such meeting. Neither the business to be transacted at, nor the purpose of,
any meeting need be specified in the notice of waiver of notice of such meeting.
Section 7. Quorum. A majority of the number of directors fixed by
Section 2 of this Article III shall constitute a quorum for the transaction of
business at any meeting of the board of directors, but if less than such
majority is present at a meeting, a majority of the directors present may
adjourn the meeting from time to time. Notice of any adjourned meeting shall be
given to the extent required by New Jersey law.
Section 8. Manner of Acting. The act of the majority of the directors
present at a meeting at which a quorum is present shall be the act of the board
of directors, unless a greater number is prescribed by these Bylaws, the
Certificate of Incorporation or the laws of New Jersey.
Section 9. Action Without a Meeting. Any action required or permitted
to be taken by the board of directors at a meeting may be taken without a
meeting if, prior or subsequent to the action, a consent in writing, setting
forth the action so taken, shall be signed by all of the directors.
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Section 10. Resignation. Any director may resign at any time by sending
a written notice of such resignation to the home office of the Corporation
addressed to the chairman of the board or the president. Unless otherwise
specified, such resignation shall take effect upon receipt by the chairman of
the board or the president.
Section 11. Vacancies. Any vacancy occurring on the board of directors
may be filled by the affirmative vote of a majority of the remaining directors,
although less than a quorum of the board of directors. A director elected to
fill a vacancy shall be elected to serve until the next election of directors by
the shareholders. Any directorship to be filled by reason of an increase in the
number of directors may be filled by election by the board of directors for a
term of office continuing only until the next election of directors by the
shareholders.
Section 12. Compensation. Directors, as such, may receive a stated
salary for their services. By resolution of the board of directors, a reasonable
fixed sum, and reasonable expenses of attendance, if any, may be allowed for
actual attendance at each regular or special meeting of the board of directors.
Members of either standing or special committees may be allowed such
compensation as the board of directors may determine.
Section 13. Presumption of Assent. A director of the Corporation who is
present at a meeting of the board of directors at which action on any
Corporation matter is taken shall be presumed to have assented to the action
taken unless his dissent or abstention shall be entered in the minutes of the
meeting or unless he or she shall file a written dissent to such action with the
person acting as the secretary of the meeting before the adjournment thereof or
shall forward such dissent by registered mail to the secretary of the
Corporation within five days after the date a copy of the minutes of the meeting
is received. Such right to dissent shall not apply to a director who voted in
favor of such action.
Section 14. Directors Must Be Shareholders. Every director of the
Corporation must be a shareholder of the Corporation and shall own in his or her
own right the number of shares (if any) required by law in order to qualify as a
director. Any director shall forthwith cease to be a director when he or she no
longer holds such shares, which fact shall be reported to the board of directors
by the secretary, whereupon the board of directors shall declare the seat of
such director vacated.
ARTICLE IV - Executive And Other Committees
Section 1. Appointment. The board of directors, by resolution adopted
by a majority of the full board, may designate one or more of the directors to
constitute an executive committee. The designation of any committee pursuant to
this Article IV and the delegation of authority shall not operate to relieve the
board of directors, or any director, of any responsibility imposed by law or
regulation.
Section 2. Authority. The executive committee, when the board of
directors is not in session, shall have and may exercise all of the authority of
the board of directors except to the extent provided by law, and if any, the
extent that such authority shall be limited by the resolution appointing the
executive committee.
Section 3. Tenure. Subject to the provisions of Section 8 of this
Article IV, each member of the executive committee shall hold office until the
next regular annual meeting of the board of directors following his or her
designation and until a successor is designated as a member of the executive
committee.
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Section 4. Meetings. Regular meetings of the executive committee may be
held without notice at such times and places as the executive committee may fix
from time to time by resolution. Special meetings of the executive committee may
be called by any member thereof upon not less than one day's notice stating the
place, date and hour of the meeting. Any member of the executive committee may
waive notice of any meeting and no notice of any meeting need be given to any
member thereof who attends in person. The notice of a meeting of the executive
committee need not state the business proposed to be transacted at the meeting.
Section 5. Quorum. One-third of the members of the executive committee
shall constitute a quorum for the transaction of business at any meeting
thereof, and action of the executive committee must be authorized by the
affirmative vote of a majority of the members present at a meeting at which a
quorum is present.
Section 6. Action Without a Meeting. Any action required or permitted
to be taken by the executive committee at a meeting may be taken without a
meeting if, prior or subsequent to the action, a consent in writing, setting
forth the action so taken, shall be signed by all of the members of the
executive committee.
Section 7. Vacancies. Any vacancy in the executive committee may be
filled by a resolution adopted by a majority of the full board of directors.
Section 8. Resignations and Removal. Any member of the executive
committee may be removed at any time with or without cause by resolution adopted
by a majority of the full board of directors. Any member of the executive
committee may resign from the executive committee at any time by giving written
notice to the president or secretary of the Corporation. Unless otherwise
specified, such resignation shall take effect upon its receipt; the acceptance
of such resignation shall not be necessary to make it effective.
Section 9. Procedure. The executive committee shall elect a presiding
officer from its members and may fix its own rules of procedure which shall not
be inconsistent with these Bylaws. It shall keep regular minutes of its
proceedings and report the same to the board of directors for its information at
the meeting held next after the proceedings shall have occurred.
Section 10. Other Committees. The board of directors may by resolution
establish any other committee composed of directors as they may determine to be
necessary or appropriate for the conduct of the business of the Corporation and
may prescribe the duties, constitution, and procedures thereof.
ARTICLE V - Officers
Section 1. Positions. The officers of the Corporation shall be a Chief
Executive Officer, a President, a Chairman of the Board, one or more Vice
Presidents, a Secretary, a Treasurer, and such other officers and assistant
officers as the Board of Directors may from time to time deem advisable. Except
for the Chief Executive Officer, President, Secretary and Treasurer, the Board
may refrain from filling any of the said offices at any time and from time to
time. The same individual may hold any two or more offices. Any officer may be
removed at any time, with our without cause, and regardless of the term for
which such officer was elected, but without prejudice to any contract right of
such officer.
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Section 2. Election and Term of Office. The officers of the Corporation
shall be elected annually at the first meeting of the board of directors held
after each annual meeting of the shareholders. If the election of officers is
not held at such meeting, such election shall be held as soon thereafter as
possible. Each officer shall hold office until a successor has been duly elected
and qualified or until the officer's death, resignation, or removal in the
manner hereinafter provided. Election or appointment of an officer, employee, or
agent shall not of itself create contractual rights. The board of directors may
authorize the Corporation to enter into an employment contract with any officer,
but no such contract shall impair the right of the board of directors to remove
any officer at any time in accordance with Section 1 of this Article V.
Section 3. Vacancies. A vacancy in any office because of death,
resignation, removal, disqualification, or otherwise may be filled by the board
of directors for the unexpired portion of the term.
Section 4. Remuneration. The remuneration of the officers shall be
fixed from time to time by the board of directors, by employment contracts or
otherwise.
ARTICLE VI - Indemnification
Section 1. Mandatory Indemnification. The Corporation shall indemnify
to the full extent permitted by Section 14A:3-5 of the New Jersey Business
Corporation Act every person who is or was a director or officer of: (a) the
Corporation; (b) any other enterprise, if serving as such at the request of the
Corporation; or (c) the legal representative of any officer or director
described in clause (a) or (b) hereof.
Section 2. Discretionary Indemnification. In all situations in which
indemnification is not mandatory under Section 1 of this Article VI, the
Corporation may to the full extent permitted by Section 14A:3-5 of the New
Jersey Business Corporation Act, as amended from time to time, indemnify all
persons whom it is empowered to indemnify pursuant thereto provided, however,
that the Corporation's exercise of indemnification powers under this Section 2
is limited by and conditioned upon the Board of Directors' determination that to
provide such indemnification would be in the best interests of the Corporation.
The Board of Directors' determination whether to provide indemnification shall
be conclusive in the absence of clear and convincing evidence of bad faith.
ARTICLE VII - Contracts, Loans, Checks, and Deposits
Section 1. Contracts. Except as otherwise prescribed by these Bylaws
with respect to certificates for shares, the board of directors may authorize
any officer, employee, or agent of the Corporation to enter into any contract or
execute and deliver any instrument in the name of and on behalf of the
Corporation. Such authority may be general or confined to specific instances.
Section 2. Loans. No loans shall be contracted on behalf of the
Corporation and no evidence of indebtedness shall be issued in its name unless
authorized by the board of directors. Such authority may be general or confined
to specific instances.
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Section 3. Checks, Drafts, Etc. All checks, drafts, or other orders for
the payment of money, notes, or other evidences of indebtedness issued in the
name of the Corporation shall be signed by one or more officers, employees, or
agents of the Corporation, which may include facsimile signatures, in such
manner as shall from time to time be determined by the board of directors.
Section 4. Deposits. All funds of the Corporation not otherwise
employed shall be deposited from time to time to the credit of the Corporation
in any duly authorized depositories as the board of directors may select.
ARTICLE VIII - Certificates for Shares and Their Transfer
Section 1. Certificates for Shares. Certificates representing shares of
capital stock of the Corporation shall be in such form as shall be determined by
the board of directors. Such certificates shall be signed by the chief executive
officer or by any other officer of the Corporation authorized by the board of
directors, attested by the secretary or an assistant secretary, and sealed with
the corporate seal or a facsimile thereof. The signatures of such officers upon
a certificate may be facsimiles if the certificate is manually signed on behalf
of a transfer agent or a registrar other than the Corporation itself or one of
its employees. Each certificate for shares of capital stock shall be
consecutively numbered or otherwise identified. The name and address of the
person to whom the shares are issued, with the number of shares and date of
issue, shall be entered on the stock transfer books of the Corporation. All
certificates surrendered to the Corporation for transfer shall be canceled and
no new certificate shall be issued until the former certificate for a like
number of shares has been surrendered and canceled, except that in the case of a
lost or destroyed certificate, a new certificate may be issued upon such terms
and indemnity to the Corporation as the board of directors may prescribe.
Section 2. Transfer of Shares. Transfer of shares of capital stock of
the Corporation shall be made only on its stock transfer books. Authority for
such transfer shall be given only by the holder of record or by his or her legal
representative, who shall furnish proper evidence of such authority, or by his
or her attorney authorized by a duly executed power of attorney and filed with
the Corporation. Such transfer shall be made only on surrender for cancellation
of the certificate for such shares. The person in whose name shares of capital
stock stand on the books of the Corporation shall be deemed by the Corporation
to be the owner for all purposes.
Section 3. Payment for Shares. No certificate shall be issued for any
shares until such share is fully paid.
Section 4. Form of Payment for Shares. The consideration for the
issuance of shares shall be paid in accordance with the provisions of New Jersey
law.
Section 5. Stock Ledger. The stock ledger of the Corporation shall be
the only evidence as to who are the shareholders entitled to examine the stock
ledger, or the books of the Corporation, or to vote in person or by proxy at any
meeting of shareholders.
Section 6. Lost Certificates. The board of directors may direct a new
certificate to be issued in place of any certificate theretofore issued by the
Corporation alleged to have been lost, stolen, or destroyed, upon the making of
an affidavit of that fact by the person claiming the certificate of stock to be
lost, stolen, or destroyed. When authorizing such issue of a new certificate,
the board of directors may, in its discretion and as a condition precedent to
the issuance thereof, require the owner of such lost,
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stolen, or destroyed certificate, or his or her legal representative, to give
the Corporation a bond in such sum as it may direct as indemnity against any
claim that may be made against the Corporation with respect to the certificate
alleged to have been lost, stolen, or destroyed.
Section 7. Beneficial Owners. The Corporation shall be entitled to
recognize the exclusive right of a person registered on its books as the owner
of shares to receive dividends, and to vote as such owner, 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 the Corporation shall have express
or other notice thereof, except as otherwise provided by law.
ARTICLE IX - Fiscal Year; Annual Audit
The fiscal year of the Corporation shall end on the 31st day of
December of each year. The Corporation shall be subject to an annual audit as of
the end of its fiscal year by independent public accountants appointed by and
responsible to the board of directors.
ARTICLE X - Dividends
Subject only to the terms of the Corporation's Certificate of
Incorporation and applicable law, the board of directors may, from time to time,
declare and the Corporation may pay, dividends on its outstanding classes of
capital stock which are eligible for dividends.
ARTICLE XI - Corporate Seal
The board of directors shall provide a Corporate seal which shall be
two concentric circles between which shall be the name of the Corporation. The
year of incorporation or an emblem may appear in the center.
ARTICLE XII - Amendments
These Bylaws may be amended or repealed, in whole or in part, by a
majority vote of members of the Board of Directors at any regular or special
meeting of the Board duly convened or as otherwise specified in the
Corporation's Certificate of Incorporation. Notice need not be given of the
purpose of the meeting of the Board of Directors at which the amendment or
repeal is to be considered.
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