SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-B
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
PEOPLES BANCORP, INC.
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(Exact name of registrant as specified in its charter)
United States To Be Applied For
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(State of incorporation or organization) (I.R.S. Employer
Identification No.)
134 Franklin Corner Road, Lawrenceville, New Jersey 08648-0950
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(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act.
None N/A
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(Title of Class) (Name of each exchange on which
each class is to be registered)
Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock par value $.10 per share
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(Title of Class)
<PAGE>
Item 1. General Information
(a) Peoples Bancorp, Inc. (the "Company") was organized as
a Federal corporation on May 28, 1997, for the purpose of
becoming a savings and loan holding company for Trenton Savings
Bank FSB (the "Bank"). On May 28, 1997, the Company merged with
and into Peoples Bancorp, Inc., a Delaware corporation that was
originally formed to serve as the holding company for the Bank,
with the Company as the surviving entity.
(b) The Company's fiscal year ends December 31.
Item 2. Transaction of Succession
(a) The Bank's common stock, par value $1.00 per share
("Bank Common Stock") is registered pursuant to Section 12(g) of
the Securities Exchange Act of 1934, as administered by the
Office of Thrift Supervision. The issuance of the Bank's
securities was exempt from registration under the Securities Act
of 1933 pursuant to Section 3(a) of said Act.
(b) The Bank intends to reorganize into the two-tier
holding company structure (the "Reorganization"), whereby each
outstanding share of Bank Common Stock, par value $.10 per share,
will be exchanged for one share of the Company's common stock,
par value $.10 per share (the "Holding Company Common Stock"),
and the Bank will become the wholly-owned subsidiary of the
Company.
The Reorganization and the establishment of the Company will
be accomplished as follows: (i) the Company has been organized as
a wholly owned subsidiary of the Bank; (ii) the Company will
organize an interim Federal stock savings bank ("Interim") as a
wholly owned subsidiary; (iii) Interim will merge into the Bank,
with the Bank as the surviving corporation; and (iv) in
connection with the merger in step (iii) above, all of the issued
and outstanding shares of Holding Company Common Stock held by
the Bank prior to the Reorganization will be canceled, all of the
issued and outstanding shares of Bank Common Stock will be
converted into and become an equal number of shares of Holding
Company Common Stock, and all of the issued and outstanding
shares of Interim, which are held by the Stock Holding Company,
will automatically be converted by operation of law into common
stock of the Bank. As a result of the steps described above, the
Bank will become the wholly owned subsidiary of the Company.
Item 3. Securities to be Registered
The Company has authorized for issuance 20,000,000 shares of
Holding Company Common Stock, 100 of which are outstanding.
Item 4. Description of Company's Securities to be Registered
For a description of the Company's securities, reference is
made to "Description of Capital Stock of the Stock Holding
Company," in the Company's Registration Statement on Form S-4
(Registration Number 333-23029), which is hereby incorporated by
reference.
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Item 5. Financial Statements and Exhibits
The financial statements and exhibits filed as part of this
Registration Statement are as follows:
(a) Financial Statements
Not applicable.
(b) Exhibits
The Index of Exhibits immediately precedes the attached
Exhibits.
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the registrant has duly caused this
registration statement to be signed on its behalf by the
undersigned, thereto duly authorized.
PEOPLES BANCORP, INC.
Date: June 3, 1997 By: \s\ Wendell T. Breithaupt
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Wendell T. Breithaupt
President and Chief Executive
Officer
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<TABLE>
EXHIBIT INDEX
Form 8-B
Exhibit No. Description of Document Location of Document
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<S> <C> <C>
2 Agreement and Plan of Reorganization *
3.1 Certificate of Incorporation of Peoples Exhibit 3.1
Bancorp, Inc.
3.2 Bylaws of Peoples Bancorp, Inc. Exhibit 3.2
4 Form of Common Stock Certificate of Peoples Exhibit 4
Bancorp, Inc.
10.1 Amended Employment Agreement between the Bank *
and Wendell T. Breithaupt
10.2 Supplemental Executive Retirement Plan *
10.3 Trenton Savings Bank FSB and Peoples *
Bancorp, M.H.C. 1996 Stock Option Plan
10.4 Trenton Savings Bank FSB and Peoples *
Bancorp, M.H.C. 1996 Recognition and
Retention Plan for Employees and Outside
Directors
21 Subsidiaries of the registrant Not Applicable
24 Power of Attorney *
99 Prospectus/Proxy Statement *
* Previously filed as part of the Registrant's Form S-4 Registration Statement
pursuant to the Securities Act of 1933 (Registration No. 333-23029), filed
on March 10, 1997 and amended on April 17, 1997. Such documents are
incorporated herein by reference in accordance with Rule 12b-32 of the
Securities Exchange Act of 1934.
</TABLE>
<PAGE>
PEOPLES BANCORP, INC.
FEDERAL STOCK CHARTER
Section 1. Corporate Title. The full corporate title of
the subsidiary holding company is Peoples Bancorp, Inc. (the
"Company").
Section 2. Duration. The duration of the Company is
perpetual.
Section 3. Purpose and Powers. The purpose of the Company
is to pursue any or all of the lawful objectives of a federal
mutual holding company chartered under section 10(o) of the Home
Owners' Loan Act, 12 U.S.C. 1467a(o), and to exercise all of the
express, implied, and incidental powers conferred thereby and by
all acts amendatory thereof and supplemental thereto, subject to
the Constitution and laws of the United States as they are now in
effect, or as they may hereafter be amended, and subject to all
lawful and applicable rules, regulations, and orders of the
Office of Thrift Supervision (the "Office").
Section 4. Capital Stock. The total number of shares of all
classes of capital stock which the Company has authority to issue
is 30,000,000, of which 20,000,000 shall be common stock, par
value $.10 per share, and 10,000,000 shall be preferred stock,
par value $.10 per share. The shares may be issued from time to
time as authorized by the board of directors without approval of
stockholders, except as otherwise provided in this Section 4 or
to the extent that such approval is required by governing law,
rule, or regulation. The consideration for the issuance of the
shares shall be paid in full before their issuance and shall not
be less than the par value. Neither promissory notes nor future
services shall constitute payment or part payment for the
issuance of shares of the Company. The consideration for the
shares shall be cash, tangible or intangible property (to the
extent the Company would be permitted to directly invest in such
property), labor or services actually performed for the Company,
or any combination of the foregoing. In the absence of actual
fraud in the transaction, the value of such property, labor, or
services, as determined by the board of directors of the Company,
shall be conclusive. Upon payment of such consideration, such
shares shall be deemed to be fully paid and nonassessable. In the
case of a stock dividend, that part of the surplus of the Company
which is transferred to stated capital upon the issuance of
shares as a share dividend shall be deemed to be the
consideration for their issuance.
Nothing contained in this Section 4 (or in any supplementary
sections hereto) shall entitle the holders of any class or series
of capital stock to vote as a separate class or series or to more
than one vote per share. Provided, that this restriction on
voting separately by class or series shall not apply:
(i) To any provision which would authorize the holders of
preferred stock, voting as a class or series, to elect some
members of the board of directors, less than a majority thereof,
in the event of default in the payment of dividends on any class
or series of preferred stock;
(ii) To any provision which would require the holders of
preferred stock, voting as a class or series, to approve the
merger or consolidation of the Company with another corporation,
or the sale, lease, or conveyance (other than by mortgage or
pledge) of properties or business in exchange for securities of a
corporation other than the Company if the preferred stock is
exchanged for securities of such other corporation: Provided,
that no provision may require such approval for transactions
undertaken with the assistance or pursuant to the direction of
the Office;
<PAGE>
(iii) To any amendment which would adversely change the
specific terms of any class or series of capital stock as set
forth in this Section 4 (or in any supplementary sections
hereto), including any amendment which would create or enlarge
any class or series ranking prior thereto in rights and
preferences. An amendment which increases the number of
authorized shares of any class or series of capital stock, or
substitutes the surviving Company in a merger or consolidation
for the Company, shall not be considered to be such an adverse
change.
A description of the different classes and series (if any)
of the Company's capital stock and a statement of the
designations, and the relative rights, preferences, and
limitations of the shares of each class of and series (if any) of
capital stock and a statement of the authority of the board of
directors to divide the preferred stock into classes or series or
both and to determine or change for any such class or series its
designation, number of shares, relative rights, preferences and
limitations are as follows:
A. Common Stock. Except as provided in this Section 4,
the holders of the common stock shall exclusively possess all
voting power. Each holder of shares of common stock shall be
entitled to one vote for each share held by such holder, and
shall not be entitled to cumulate votes for the election of
directors.
Whenever there shall have been paid, or declared and set
aside for payment, to the holders of the outstanding shares of
any class of stock having preference over the common stock as to
the payment of dividends, the full amount of dividends and of
sinking fund, or retirement fund, or other retirement payments,
if any, to which such holders are respectively entitled in
preference to the common stock, then dividends may be paid on the
common stock and on any class or series of stock entitled to
participate therewith as to dividends out of any assets legally
available for the payment of dividends.
If at any time Peoples Bancorp, M.H.C., the parent mutual
holding company of the Company (the "Mutual Holding Company")
converts from the mutual-to-stock form of organization, a
liquidation account shall be established by any stock holding
company parent of Trenton Savings Bank F.S.B. (the "Bank"), and,
if required by the Office, the Bank. Subject to such, or any
other provision for a liquidation account, in the event of any
liquidation, dissolution, or winding up of the Company, the
holders of the common stock (and the holders of any class or
series of stock entitled to participate with the common stock in
the distribution of assets) shall be entitled to receive, in cash
or in kind, the assets of the Company available for distribution
remaining after: (i) payment or provision for payment of the
Company's debts and liabilities; and (ii) distributions or
provisions for distributions to holders of any class or series of
stock having preference over the common stock in the liquidation,
dissolution, or winding up of the Company. Each share of common
stock shall have the same rights as and be identical in all
respects with all the other shares of common stock.
B. Preferred Stock. The Company may provide for one or
more classes of preferred stock, which shall be separately
identified. The shares of any class may be divided into and
issued in series, with each series separately designated so as to
distinguish the shares thereof from the shares of all other
series and classes. All shares of the same class shall be
identical except as to the following relative rights and
preferences, as to which there may be variations between
different series:
(a) The distinctive serial designation and the number of
shares constituting such series;
<PAGE>
(b) The dividend rate or the amount of dividends to be paid
on the shares of such series, whether dividends shall be
cumulative and, if so, from which date(s), the payment date(s)
for dividends, and the participating or other special rights, if
any, with respect to dividends;
(c) The voting powers, full or limited, if any, of the
shares of such series;
(d) Whether the shares of such series shall be redeemable
and, if so, the price(s) at which, and the terms and conditions
on which, such shares may be redeemed;
(e) The amount(s) payable upon the shares of such series in
the event of voluntary or involuntary liquidation, dissolution,
or winding up of the Company;
(f) Whether the shares of such series shall be entitled to
the benefit of a sinking or retirement fund to be applied to the
purchase or redemption of such shares, and if so entitled, the
amount of such fund and the manner of its application, including
the price(s) at which such shares may be redeemed or purchased
through the application of such fund;
(g) Whether the shares of such series shall be convertible
into, or exchangeable for, shares of any other class or classes
of stock of the Company and, if so, the conversion price(s) or
the rate(s) of exchange, and the adjustments thereof, if any, at
which such conversion or exchange may be made, and any other
terms and conditions of such conversion or exchange;
(h) The price or other consideration for which the shares
of such series shall be issued; and
(i) Whether the shares of such series which are redeemed or
converted shall have the status of authorized but unissued shares
of serial preferred stock and whether such shares may be reissued
as shares of the same or any other series of serial preferred
stock.
Each share of each series of serial preferred stock shall
have the same relative rights as and be identical in all respects
with all the other shares of the same series.
The board of directors shall have authority to divide, by
the adoption of supplementary charter sections, any authorized
class of preferred stock into series and, within the limitations
set forth in this section and the remainder of this charter, fix
and determine the relative rights and preferences of the shares
of any series so established.
Prior to the issuance of any preferred shares of a series
established by a supplementary charter section adopted by the
board of directors, the Company shall file with the Secretary to
the Office a dated copy of that supplementary section of this
charter establishing and designating the series and fixing and
determining the relative rights and preferences thereof.
Section 5. Preemptive Rights. Holders of the capital stock
of the Company shall not be entitled to preemptive rights with
respect to any shares of the Company which may be issued.
<PAGE>
Section 6. Beneficial Ownership Limitation.
Notwithstanding anything contained in the Company's charter or
bylaws to the contrary, for a period of five years from the date
of the organization of the Bank in capital stock form, no person
other than the Mutual Holding Company shall directly or
indirectly offer to acquire or acquire the beneficial ownership
of more than 10% of any class of any equity security of the
Company unless such offer to acquire or acquisition is approved
by a majority of the board of directors. This limitation shall
not apply to the purchase of shares by underwriters in connection
with a public offering, or the purchase of shares by a
tax-qualified employee stock benefit plan which is exempt from
the approval requirements under 574.3(c)(l)(vii) of the Office's
regulations.
In the event shares are acquired in violation of this
Section 7, all shares beneficially owned by any person in excess
of 10% shall be considered "excess shares" and shall not be
counted as shares entitled to vote and shall not be voted by any
person or counted as voting shares in connection with any matters
submitted to the stockholders for a vote.
For purposes of this Section 7, the following definitions
apply:
(1) The term "person" includes an individual, a group
acting in concert; a corporation, a partnership, a savings bank,
a savings and loan association, a joint stock company, a trust,
an unincorporated organization or similar company, a syndicate or
any other group formed for the purpose of acquiring, holding or
disposing of the equity securities of the Company.
(2) The term "offer" includes every offer to buy or
otherwise acquire, solicitation of an offer to sell, tender offer
for, or request or invitation for tenders of, a security or
interest in a security for value.
(3) The term "acquire" includes every type of acquisition,
whether effected by purchase, exchange, operation of law or
otherwise.
(4) The term "acting in concert" means (a) knowing
participation in a joint activity or conscious parallel action
towards a common goal whether or not pursuant to an express
agreement, or (b) a combination or pooling of voting or other
interests in the securities of an issuer for a common purpose
pursuant to any contract, understanding, relationship, agreement
or other arrangements, whether written or otherwise.
Section 7. Call for Special Meetings. Special meetings of
stockholders relating to changes in control of the Company or
amendments to its charter shall be called only upon direction of
the board of directors.
Section 8. Directors. The Company shall be under the
direction of a board of directors. The authorized number of
directors, as stated in the Company's bylaws, shall not be less
than five or more than fifteen except when a greater number is
approved by the Board.
Section 9. Amendment of Certificate. Except as provided in
Section 4 hereof, no amendment, addition, alteration, change, or
repeal of this charter shall be made, unless such is first
proposed by the board of directors of the Company, approved by
the stockholders by a majority of the total votes eligible to be
cast and submitted to the Office for action as specified by law
or regulation.
<PAGE>
PEOPLES BANCORP, INC.
BYLAWS
ARTICLE I. HOME OFFICE
The home office of Peoples Bancorp, Inc. (the "Company") is
located in the City of Trenton, County of Mercer, State of New
Jersey.
ARTICLE II. SHAREHOLDERS
Section 1. Place of Meetings. All annual and special
meetings of shareholders shall be held at the home office of the
Company or at such other place in the State of New Jersey as the
board of directors may determine.
Section 2. Annual Meeting. A meeting of the shareholders of
the Company for the election of directors and for the transaction
of any other business of the Company shall be held annually
within 150 days after the end of the Company's fiscal year on
such date and at such time as the board of directors may
determine.
Section 3. Special Meetings. Special meetings of the
stockholders relating to a change in control of the Company or to
an amendment of the Charter of the Company may be called only by
the board of directors. Special meetings of the stockholders for
any other purpose or purposes may be called at any time by the
chairman of the board, the president, or a majority of the board
of directors, and shall be called by the chairman of the board,
the president or the secretary upon the written request of the
holders of not less than 10% of all the outstanding capital stock
of the Company entitled to vote at the meeting. Such written
request shall state the purpose or purposes of the meeting and
shall be delivered at the home office of the Company addressed to
the chairman of the board, the president or the secretary.
Section 4. Conduct of Meetings. Annual and special meetings
shall be conducted in accordance with the most current edition of
Robert's Rules of Order or such other procedures as the board of
directors shall establish, unless otherwise prescribed by
regulation of the Office of Thrift Supervision (the "Office").
The board of directors shall designate, when present, either the
chairman of the board or president to preside at such meetings.
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 called shall be delivered not fewer than 10 nor
more than 50 days before the date of the meeting, either
personally or by mail, by or at the direction of the chairman of
the board, the president, the secretary, or the directors calling
the meeting, to each stockholder of record entitled to vote at
such meeting. If mailed, such notice shall be deemed to be
delivered when deposited in the mail to the address as it appears
on the stock transfer books or records of the Company as of the
record date prescribed in Section 6 of this Article II, with
postage prepaid. When any stockholders' meeting, either annual or
special, is adjourned for 30 days or more, notice of the
adjourned meeting shall be given as in the case of an original
meeting. It shall not be necessary to give any notice of the time
and place of
<PAGE>
any meeting adjourned for less than 30 days or of the business to
be transacted at the meeting, other than an announcement at the
meeting at which such adjournment is taken.
Section 6. Fixing of Record Date. For the purpose of
determining stockholders entitled to notice of or to vote at any
meeting of stockholders or any adjournment thereof, or to express
consent to, or dissent from, any proposal without a meeting, or
for the purposes of determining stockholders entitled to receive
payment of any dividend, or in order to make a determination of
stockholders for any other proper purpose, the board of directors
shall fix in advance a date as the record date for any such
determination of stockholders. Such date in any case shall be not
more than 60 days and, in case of a meeting of stockholders, not
fewer than 10 days prior to the date on which the particular
action, requiring such determination of stockholders, is to be
taken. When a determination of stockholders entitled to vote at
any meeting of stockholders has been made as provided in this
section, such determination shall apply to any adjournment.
Section 7. Voting Lists. At least 20 days before each
meeting of the stockholders, the officer or agent having charge
of the stock transfer books for shares of the Company shall make
a complete list of the stockholders entitled to vote at such
meeting, or any adjournment, arranged in alphabetical order, with
the address and the number of shares held by each. This list of
stockholders shall be kept on file at the home office of the
Company and shall be subject to inspection by any stockholder at
any time during usual business hours, for a period of 20 days
prior to such meeting. Such list shall also be produced and kept
open at the time and place of the meeting and shall be subject to
the inspection by any stockholder during the entire time of the
meeting. The original stock transfer book shall constitute prima
facie evidence of the stockholders entitled to examine such list
or transfer books or to vote at any meeting of stockholders.
In lieu of making the stockholders list available for
inspection by shareholders as provided in the preceding
paragraph, the board of directors may elect to follow the
procedures described in Section 552.6(d) of the Office's
regulations as now or hereafter in effect.
Section 8. Quorum. A majority of the outstanding shares of
the Company entitled to vote, represented in person or by proxy,
shall constitute a quorum at a meeting of stockholders. If less
than a majority of the outstanding shares is represented at a
meeting, a majority of the shares so represented may adjourn the
meeting from time to time without further notice. At such
adjourned meeting at which a quorum shall be present or
represented, any business may be transacted which might have been
transacted at the meeting as originally notified. The
stockholders present at a duly organized meeting may continue to
transact business until adjournment, notwithstanding the
withdrawal of enough stockholders to constitute less than a
quorum.
Section 9. Proxies. At all meetings of stockholders, a
stockholder may vote by proxy executed in writing by the
stockholder or by his duly authorized attorney in fact. Proxies
solicited on behalf of the management shall be voted as directed
by the stockholder or, in the absence of such direction, as
determined by a majority of the board of directors. No proxy
shall be valid more than eleven months from the date of its
execution except for a proxy coupled with an interest.
<PAGE>
Section 10. Voting of Shares in the Name of Two or More
Persons. When ownership stands in the name of two or more
persons, in the absence of written directions to the Company to
the contrary, at any meeting of the stockholders of the Company
any one or more of such stockholders 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, but no votes shall
be cast for such stock if a majority cannot agree.
Section 11. Voting of Shares by 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 trustee may be voted by him or her, either in person or by
proxy, but no trustee shall be entitled to vote shares held by
him or her 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 stockholder 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
Company, 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 Company, 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 12. Cumulative Voting. Stockholders shall not be
entitled to cumulate their votes for election of directors.
Section 13. Inspectors of Election. In advance of any
meeting of stockholders, the board of directors may appoint any
persons other than nominees for office 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, or on the request of not fewer than 10% of the votes
represented at the meeting shall, make such appointment at the
meeting. If appointed at the meeting, the majority of the votes
present shall determine whether one or three inspectors are to be
appointed. 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.
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
<PAGE>
consents; determining the result; and such acts as may be proper
to conduct the election or vote with fairness to all
stockholders.
Section 14. 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 20 days prior to
the date of the annual meeting. Upon delivery, such nominations
shall be posted in a conspicuous place in the principal place of
business of the Company. No nominations for directors except
those made by the nominating committee shall be voted upon at the
annual meeting unless other nominations by stockholders are made
in writing and delivered to the secretary of the Company at least
five days prior to the date of the annual meeting. Upon delivery,
such nominations shall be posted in a conspicuous place in the
principal place of business of the Company. Ballots bearing the
names of all persons nominated by the nominating committee and by
stockholders shall be provided for use at the annual meeting.
However, if the nominating committee shall fail or refuse to act
at least 20 days prior to the annual meeting, nominations for
directors may be made at the annual meeting by any stockholder
entitled to vote and shall be voted upon.
Section 15. New Business. Any new business to be taken up
at the annual meeting shall be stated in writing and filed with
the secretary of the Company at least five days before the date
of the annual meeting, and all business so stated, proposed, and
filed shall be considered at the annual meeting; but no other
proposal shall be acted upon at the annual meeting. Any
stockholder may make any other proposal at the annual meeting and
the same may be discussed and considered, but unless stated in
writing and filed with the secretary at least five days before
the meeting, such proposal shall be laid over for action at the
next annual meeting or at an adjourned, special, or annual
meeting of the stockholders taking place at least 30 days
thereafter. This provision shall not prevent the consideration
and approval or disapproval at the annual meeting of reports of
officers, directors and committees; but in connection with such
reports no new business shall be acted upon at such annual
meeting unless stated and filed as herein provided.
Section 16. Informal Action by Stockholders. Any action
required to be taken at a meeting of the stockholders, or any
other action which may be taken at a meeting of the stockholders,
may be taken without a meeting if consent in writing, setting
forth the action so taken, shall be given by all of the
stockholders entitled to vote with respect to the subject matter.
ARTICLE III. BOARD OF DIRECTORS
Section 1. General Powers. The business and affairs of the
Company shall be under the direction of its board of directors.
The board of directors shall annually elect a chairman of the
board and a president from among its members and shall designate,
when present, either the chairman of the board or the president
to preside at its meetings.
Section 2. Number and Term. The board of directors shall
consist eight members and shall be divided into three classes.
The members of each class shall be elected for a term of three
years and until their successors are elected and qualified. One
class shall be elected by ballot annually.
Section 3. Regular Meetings. A regular meeting of the board
of directors shall be held without other notice than this bylaw
immediately after, and at the same place as, the annual meeting
of stockholders. The board of directors may provide, by
resolution, the time and place, within the Company's
<PAGE>
normal lending area, for the holding of additional regular
meetings without other notice than such resolution.
Members of the board of directors may participate in regular
meetings by means of conference telephone, or by means of similar
communications equipment by which all persons participating in
the meeting can hear each other. Such participation shall
constitute attendance for all purposes, including the purpose of
compensation pursuant to Section 12 of this Article.
Section 4. Qualification. Each director shall at all times
be the beneficial owner of not less than 100 shares of capital
stock of the Company unless the Company is a wholly owned
subsidiary of a holding company.
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 president or one-third of the directors. The
persons authorized to call special meetings of the board of
directors may fix any place within the Company's normal lending
area as the place for holding any special meeting of the board of
directors called by such persons.
Members of the board of directors may participate in special
meetings by means of conference telephone, or by means of similar
communications equipment by which all persons participating in
the meeting can hear each other. Such participation shall
constitute attendance for all purposes, including the purpose of
compensation pursuant to Section 12 of this Article.
Section 6. Notice. Written notice of any special meeting
shall be given to each director at least two days prior thereto
when delivered personally or by telegram, or at least five days
prior thereto when delivered by mail at the address at which the
director is most likely to be reached. Such notice shall be
deemed to be delivered when deposited in the mail so addressed,
with postage prepaid if mailed, or when delivered to the
telegraph company if sent by telegram. Any director may waive
notice of any meeting by a writing filed with the secretary. 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 to the transaction
of any business because the meeting is not lawfully called or
convened. Neither the business to be transacted at, nor the
purpose of, any meeting of the board of directors need be
specified in the notice or 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 in the same manner as prescribed by Section 6 of this
Article III.
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 applicable regulation or by these bylaws.
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 a consent in writing, setting
forth the action so taken, shall be signed by all of the
directors.
<PAGE>
Section 10. Resignation. Any director may resign at any
time by sending a written notice of such resignation to the home
office of the Company addressed to the chairman of the board, the
president, or the secretary. Unless otherwise specified such
resignation shall take effect upon receipt by the chairman of the
board, the president, or the secretary. The Board may, in its
discretion by a majority vote, remove any director who has
absented without authority of the board from three consecutive
meetings of the board.
Section 11. Vacancies. Any vacancy occurring in 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
stockholders. 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 stockholders.
Section 12. Compensation. Directors, as such, may receive
stated compensation for their services. By resolution of the
board of directors, a reasonable fixed sum or such other
reasonable compensation, including 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 for actual attendance at committee meetings as the
board of directors may determine.
Section 13. Presumption of Assent. A director of the
Company who is present at a meeting of the board of directors at
which action on any Company matter is taken shall be presumed to
have assented to the action taken unless his or her 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 Company 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. Removal of Directors. Any director may be
removed for cause by a two-thirds vote of the board. At a meeting
of stockholders called expressly for that purpose, any director
may be removed for cause by a vote of the holders of a majority
of the shares then entitled to vote at an election of directors.
Whenever the holders of the shares of any class are entitled to
elect one or more directors by the provisions of the charter or
supplemental sections thereto, the provisions of this section
shall apply, in respect to the removal of a director or directors
so elected, to the vote of the holders of the outstanding shares
of that class and not to the vote of the outstanding shares as a
whole.
Section 15. Age Limitation. Other than directors seventy
years or older serving as such on the board of directors of
Trenton Savings Bank F.S.B. (the "Bank") on January 1, 1995, no
person seventy or more years of age shall be eligible for
election, reelection, appointment or reappointment to the board
of directors of the Company and no person shall serve as a
director beyond the annual meeting of the Company immediately
following the director becoming seventy years of age, unless
requested to serve longer by the board of directors, which
request must be made annually. Directors seventy years or older
serving on the board of directors of the Bank on January 1, 1995
shall be eligible for election, reelection, appointment or
reappointment to the board of directors subject to the same
annual request to continue service by the board of directors.
<PAGE>
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
up to six directors to constitute an executive committee, one of
whom shall be a new member to serve for a three-year period, and
who shall replace a retiring member of the executive committee,
thereby effecting a rotating membership. Previous service on the
executive committee shall not preclude a director from serving a
second or additional term on the executive committee when such
director is eligible for reappointment. The chief executive
officer of the Company shall be a permanent member of the
executive committee during tenure of service in such
aforementioned capacity. The board of directors shall have the
authority to appoint from among the members of the executive
committee a Chairman of the executive committee who shall preside
at its meetings. 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, if any, that such authority shall be limited by the
resolution appointing the executive committee; and except also
that the executive committee shall not have the authority of the
board of directors with reference to: the declaration of
dividends; the amendment of the charter or bylaws of the Company,
or recommending to the stockholders a plan of merger,
consolidation, or conversion; the sale, lease or other
disposition of all or substantially all of the property and
assets of the Company otherwise than in the usual and regular
course of its business; a voluntary dissolution of the Company; a
revocation of any of the foregoing; or the approval of a
transaction in which any member of the executive committee,
directly or indirectly, has any material beneficial interest.
Section 3. Tenure. Subject to the provisions of Section 8
of this Article IV, each member of the executive committee shall
hold office for three years following his or her designation and
until a successor is designated as a member of the executive
committee.
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 24 hour's notice stating the
place, date and hour of the meeting, which notice may be written
or oral. 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. A majority 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 a consent in writing, setting
forth the action so taken, shall be signed by all of the members
of the executive committee.
<PAGE>
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 Company. 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. In the absence of the chairman of
the executive committee, the executive committee shall elect a
presiding officer from its members. The executive committee 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 procedure shall
have occurred.
Section 10. Other Committees. The board of directors may
by resolution establish any committee composed of directors as
they may determine to be necessary or appropriate for the conduct
of the business of the Company and may prescribe the duties,
constitution and procedures thereof. The Chairman of the Board
and the President shall be members of all said committees with
the exception of any examining (audit) committee, should such
committee be established, the meetings of which they shall attend
by invitation.
ARTICLE V. OFFICERS
Section 1. Positions. The officers of the Company shall be
a president, one or more vice presidents (any of whom may be
designated executive vice president or senior vice president), a
secretary and a treasurer, and one or more assistant vice
presidents, assistant secretaries and assistant treasurers, each
of whom shall be elected by the board of directors. The board of
directors may also designate the chairman of the board as an
officer. The president shall be the chief executive officer,
unless the board of directors designates the chairman of the
board as chief executive officer. The president shall be a
director of the Company. The offices of president and secretary
may not be held by the same person. The offices of the secretary
and treasurer may be held by the same person and a vice president
may also be either the secretary or the treasurer. The board of
directors may also elect or authorize the appointment of such
other officers as the business of the Company may require. The
officers shall have such authority and perform such duties as the
board of directors may from time to time authorize or determine.
In the absence of action by the board of directors, the officers
shall have such powers and duties as generally pertain to their
respective officers.
Section 2. Election and Term of Office. The officers of
the Company shall be elected annually at the first meeting of the
board of directors held after each annual meeting of the
stockholders. 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 Company to enter into an employment contract
with any officer in accordance with applicable regulations; but
no such contract shall impair the right of the board of directors
to remove any officer at any time in accordance with Section 3 of
this Article V.
<PAGE>
Section 3. Removal. Any officer may be removed by the board
of directors whenever in its judgment the best interests of the
Company will be served thereby, but such removal, other than for
cause, shall be without prejudice to the contractual rights, if
any, of the person so removed.
Section 4. 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 5. Remuneration. The remuneration of the officers
shall be fixed from time to time by the board of directors.
Section 6. Execution of Instruments, Generally. All
documents and instruments or writings of any nature shall be
signed, executed, verified, and delivered by such officers,
agents, or employees of the Company or any one of them and in
such manner as from time to time may be determined by resolution
of the board. All notes, drafts, acceptances, checks,
endorsements, and all evidences of indebtedness of the Company
whatsoever shall be signed by such officer or officers or such
agent or agents of the Company and in such manner as the board
may from time to time determine. Endorsements for deposit to the
credit of the Company in any of its duly authorized depositories
shall be made in such manner as the board may from time to time
determine. Proxies to vote with respect to shares or accounts of
other savings banks, or stock of other corporations owned by, or
standing in the name of, the Company may be executed and
delivered from time to time on behalf of the Company by the
president or a vice president and the secretary or an assistant
secretary of the Company or by any other persons so authorized by
the board.
ARTICLE VI. INDEMNIFICATION
The Company shall indemnify its directors, officer, and
employees in accordance with the following requirements:
(a) Definitions and rules of construction.
(1) Definitions for purposes of this Article
(i) Action. The term "action" means any judicial
or administrative proceeding, or threatened proceeding, whether
civil, criminal, or otherwise, including any appeal or other
proceeding for review;
(ii) Court. The term "court" includes, without
limitation, any court to which or in which any appeal or
proceeding for review is brought.
(iii) Final judgment. The term "final
judgment" means a judgment, decree, or order which is not
appealable or as to which the period for appeal has expired with
no appeal taken.
(iv) Settlement. The term "settlement" includes
entry of a judgment by consent or confession or a plea of guilty
or nolo contendere.
(2) References in this Article to any individual or
other person, including any savings bank, shall include legal
representatives, successors, and assigns thereof.
<PAGE>
(b) General. Subject to paragraphs (c) and (f) of this
Article, the Company shall indemnify any person against whom an
action is brought or threatened because that person is or was a
director, officer, or employee of the Company, for:
(1) Any amount for which that person becomes liable
under a judgment in such action; and
(2) Reasonable costs and expenses, including
reasonable attorney's fees, actually paid or incurred by that
person in defending or settling such action, or in enforcing his
or her rights under this Article if he or she attains a favorable
judgment in such enforcement action.
(c) Requirements. Indemnification shall be made to person
under paragraph (b) of this Article only if:
(1) Final judgment on the merits is in his or her favor;
(2) In case of:
(i) Settlement,
(ii) Final judgment against him or her, or
(iii) Final judgment in his or her favor, other
than on the merits, if a majority of the disinterested directors
of the Company determine that he or she was acting in good faith
within the scope of his or her employment or authority as he or
she could reasonably have perceived it under the circumstances
and for a purpose he or she could reasonably have believed under
the circumstances was in the best interests of the Company or its
members.
However, no indemnification shall be made unless the Company
gives the Office at least 60 days' notice of its intention to
make such indemnification. Such notice shall state the facts on
which the action arose, the terms of any settlement, and any
disposition of the action by a court. Such notice, a copy
thereof, and a certified copy of the resolution containing the
required determination by the board of directors shall be sent to
the District Director, who shall promptly acknowledge receipt
thereof. The notice period shall run from the date of such
receipt. No such indemnification shall be made if the Director of
the Office advises the Company in writing, within such notice
period, of his or her objection thereto.
(d) Insurance. The Company shall obtain insurance to
protect it and its directors, officers, and employees from
potential losses arising from claims against any of them for
alleged wrongful acts, or wrongful acts, committed in their
capacity as directors, officers, or employees. The Company may
not obtain insurance which provides for payment of losses of any
person incurred as a consequence of his or her willful or
criminal misconduct.
(e) Payment of expenses. If a majority of the directors of
the Company conclude that, in connection with an action, any
person ultimately may become entitled to indemnification under
this Article, the directors may authorize payment of reasonable
costs and expenses, including reasonable attorneys' fees, arising
from the defense or settlement of such action. Nothing in this
paragraph (e) shall prevent the directors of the Company from
imposing such conditions on a payment of expenses as they deem
warranted
<PAGE>
and in the interests of the Company. Before making advance
payment of expenses under this paragraph (e), the Company shall
obtain an agreement that the Company will be repaid if the person
on whose behalf payment is made is later determined not to be
entitled to such indemnification.
(f) Exclusiveness of provisions. The indemnification of any
person referred to in paragraph (b) shall be governed solely by
these bylaws as provided for in 12 C.F.R. Section 545.121 (b) and
the obtaining of insurance as referred to in paragraph (d) shall
be governed by paragraph (d) of 12 C.F.R. Section 545.121.
ARTICLE VII. CERTIFICATES FOR SHARES AND THEIR TRANSFER
Section 1. Certificates for Shares. Certificates
representing shares of capital stock of the Company shall be in
such form as shall be determined by the board of directors and
approved by the Office. Such certificates shall be signed by the
chief executive officer or by any other officer of the Company
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 signature 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 Company 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
Company.
All certificates surrendered to the Company 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 case of a lost or
destroyed certificate, a new certificate may be issued upon such
terms and indemnity to the Company as the board of directors may
prescribe.
Section 2. Transfer of Shares. Transfer of shares of
capital stock of the Company 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 Company. 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 Company shall be deemed by the Company to be the
owner for all purposes.
ARTICLE VIII. FISCAL YEAR; ANNUAL AUDIT
The fiscal year of the Company shall end on December 31 of
each year. The Company 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. The
appointment of such accountants shall be subject to annual
ratification by the stockholders.
ARTICLE IX. DIVIDENDS
Subject to the terms of the Company's charter and the
regulations and orders of the Office, the board of directors may,
from time to time, declare, and the Company may pay, dividends on
its outstanding shares of capital stock.
<PAGE>
ARTICLE X. CORPORATE SEAL
The board of directors may provide the Company a seal, which
shall be two concentric circles between which shall be the name
of the Company. The year of incorporation or an emblem may appear
in the center.
ARTICLE XI. AMENDMENTS
These bylaws may be amended in a manner consistent with
regulations of the Office and at any time by a majority vote of
the full board of directors, or by a majority vote of the votes
cast by the shareholders of the Company at any legal meeting.
<PAGE>
Chartered Under the Laws of the United States of America
No. PEOPLES BANCORP, INC. Shares
Fully Paid and Non-Assessable
Par Value $.10 Each
The shares represented by this
certificate are subject to
restrictions, See reverse side
THIS CERTIFIES that is the owner of
SHARES OF COMMON STOCK OF
PEOPLES BANCORP, INC.
a Federal corporation
The shares evidenced by this certificate are transferable
only on the books of Peoples Bancorp, Inc. by the holder hereof,
in person or by attorney, upon surrender of this certificate
properly endorsed. The capital stock evidenced hereby is not an
account of an insurable type and is not insured by the Federal
Deposit Insurance Corporation or any other Federal or state
governmental agency.
IN WITNESS WHEREOF, Peoples Bancorp, Inc. has caused this
certificate to be executed, by the facsimile signatures of its
duly authorized officers and has caused its a facsimile of its
seal to be hereunto affixed.
By: ------------------ SEAL By: ------------------
Secretary President
The Board of Directors of Peoples Bancorp, Inc. (the
"Company") is authorized by resolution or resolutions, from time
to time adopted, to provide for the issuance of more than one
class of stock, including preferred stock in series, and to fix
and state the voting powers, designations, preferences,
limitations and restrictions thereof. The Company will furnish
to any shareholder upon request and without charge a full
description of each class of stock and any series thereof.
The shares represented by this Certificate may not be
cumulatively voted on any matter.
The shares of common stock evidenced by this certificate are
subject to a limitation contained in the Federal Stock Charter of
the Company to the effect that, for a period of five years from
the August 3, 1995 reorganization from mutual to stock form of
Trenton Savings Bank FSB, no person other than Peoples Bancorp,
MHC, the parent mutual holding company of the Company, shall
directly or indirectly offer to acquire or acquire the beneficial
ownership of more than 10% of any class of any equity security of
the Company unless such offer to acquire or acquisition is
approved by a majority of the Board of Directors. This
limitation shall not apply to the purchase of shares by
underwriters in connection with a public offering or certain
purchases of shares by a tax-qualified employee stock benefit
plan or a subsidiary of the Company and any trustee of such a
plan or arrangement. In the event shares are acquired in
violation of this provision, all shares beneficially owned by any
person in excess of 10% shall be considered "excess shares" and
shall not be counted as shares entitled to vote and shall not be
voted by any person or counted as voting shares in connection
with any matters submitted to stockholders for a vote.
Special meetings of the Company's stockholders relating to a
change in control of the Company or to an amendment of the
Charter of the Company may be called only by the Company's Board
of Directors. Special meetings of the stockholders for any other
purpose or purposes shall be called upon the written request of
the holders of not less than 10% of all the outstanding capital
stock of the Company entitled to vote at the meeting.
The following abbreviations when used in the inscription on
the face of this certificate, shall be construed as though they
were written out in full according to applicable laws or
regulations.
TEN COM - as tenants in common UNIF GIFT MIN ACT - --------Custodian--------
(Cust) (Minor)
TEN ENT - as tenants by the entireties
Under Uniform Gifts to Minors Act
JT TEN - as joint tenants with right
of survivorship and not as ---------------------------------
tenants in common (State)
Additional abbreviations may also be used though not in the above list
For value received, ---------------------- hereby sell, assign and transfer unto
- ----------------------------
| |
- ----------------------------
PLEASE INSERT SOCIAL SECURITY NUMBER OR OTHER IDENTIFYING NUMBER
- -----------------------------------------------------------------
(please print or typewrite name and address including
postal zip code of assignee)
- -----------------------------------------------------------------
- ---------------------------------------- Shares of the Common
Stock represented by the within Certificate, and do hereby
irrevocably constitute and appoint ----------------------------
Attorney to transfer the said shares on the books of the within
named corporation with full power of substitution in the
premises.
Dated, -----------------------------
In the presence of Signature:
- ------------------------------ ------------------------------
NOTE: THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE
NAME OF THE STOCKHOLDER(S) AS WRITTEN UPON THE FACE OF THE
CERTIFICATE, IN EVERY PARTICULAR, WITHOUT ALTERATION OR
ENLARGEMENT, OR ANY CHANGE WHATEVER.
<PAGE>
