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):
November 25, 1997
Wayne Savings Bancshares, Inc.
(Exact name of registrant as specified in its charter)
Federal 0- To Be Applied For
(State or other (Commission File (I.R.S. Employer
jurisdiction of No.) Identification No.)
incorporation)
Registrant's telephone number, including area code:
(330) 264-5767
Not Applicable
(Former name or former address, if changed since last report)
<PAGE>
Item 1. Changes in Control of Registrant
After the close of business on November 25, 1997, Wayne
Savings Bancshares, Inc. (the "Company") became a savings and
loan holding company in accordance with the terms of an Agreement
and Plan of Reorganization, dated January 23, 1997 (the
"Agreement"), by and between Wayne Savings Community Bank (the
"Bank", and formerly "The Wayne Savings and Loan Company"), an
Ohio chartered stock savings and loan association, Wayne Savings
and Loan Interim Association ("Interim"), a federally chartered
interim stock savings association, and the Company, a federally
chartered stock corporation. Pursuant to the Agreement: (1) the
Company was organized as a wholly owned subsidiary of the Bank;
(2) Interim was organized as a wholly owned subsidiary of the
Company; (3) Interim merged with and into the Bank, with the Bank
as the surviving institution, and (4) upon such merger, (i) the
outstanding shares of common stock, par value $1.00 per share, of
the Bank became, by operation of law, on a one-for-one basis,
common stock, par value $1.00 per share, of the Company, (ii) the
common stock of Interim held by the Company was converted into
common stock of the Bank and (iii) the common stock of the
Company held by the Bank was canceled. Accordingly, the Bank
became a wholly owned subsidiary of the Company and the
shareholders of the Bank, including Wayne Savings Bankshares,
MHC, the Bank's federally chartered mutual holding company,
became shareholders of the Company.
The Common Stock of the Bank was previously registered under
Section 12(g) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), with the Office of Thrift Supervision.
Pursuant to Rule 12g-3 promulgated under the Exchange Act, the
Company's Common Stock is deemed automatically registered under
the Exchange Act. In addition, the Common Stock of the Company
has been substituted for the Common Stock of the Association on
the Nasdaq SmallCap Market under the symbol "WAYN."
For further information, see the Bank's press release
included as Exhibit 99 to this report.
Item 7. Financial Statements, Pro Forma Financial Information,
and Exhibits
The Index of Exhibits immediately precedes the attached
exhibits.
<PAGE>
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, hereunto duly authorized.
WAYNE SAVINGS BANCSHARES, INC.
DATE: November 25, 1997 By: \s\ Charles F. Finn
------------------------------
Charles F. Finn
President and Chief Executive
Officer
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EXHIBIT INDEX
The following Exhibits are filed as part of this report:
Exhibit 2 Agreement and Plan of Reorganization
Exhibit 3.1 Federal Stock Charter of Wayne Savings
Bancshares, Inc.
Exhibit 3.2 Bylaws of Wayne Savings Bancshares, Inc.
Exhibit 4 Form of Common Stock Certificate
Exhibit 99 Press Release of Wayne Savings Community Bank
<PAGE>
THE WAYNE SAVINGS AND LOAN COMPANY
AGREEMENT AND PLAN OF REORGANIZATION
THIS AGREEMENT AND PLAN OF REORGANIZATION, dated January 23,
1997, is by and among THE WAYNE SAVINGS AND LOAN COMPANY, an Ohio
stock savings and loan association (the "Bank"); WAYNE SAVINGS
BANKSHARES, INC., a Federal corporation (the "Stock Holding
Company"), and WAYNE SAVINGS AND LOAN INTERIM ASSOCIATION, a to-
be-formed interim federal stock savings association ("Interim").
The parties hereto desire to enter into an Agreement and
Plan of Reorganization whereby the corporate structure of the
Bank will be reorganized into the stock holding company form of
ownership. The result of such reorganization will be that
immediately after the Effective Date (as defined in Article V
below), all of the issued and outstanding shares of common stock,
par value $1.00 per share, of the Bank will be held by the Stock
Holding Company, and the holders of the issued and outstanding
shares of common stock of the Bank will become the holders of the
issued and outstanding shares of common stock of the Stock
Holding Company.
The reorganization of the Bank will be accomplished by the
following steps: (1) the formation by the Bank of the Stock
Holding Company as a wholly owned subsidiary; (2) the formation
of Interim, which will be wholly owned by the Stock Holding
Company; and (3) the merger of Interim into the Bank, with the
Bank as the surviving corporation. Pursuant to such merger: (i)
each of the issued and outstanding shares of common stock of the
Bank will be converted by operation of law into an equal number
of issued and outstanding shares of common stock of the Stock
Holding Company; and (ii) each of the issued and outstanding
shares of common stock of Interim will automatically be converted
by operation of law into an equal number of issued and
outstanding shares of common stock of the Bank.
NOW, THEREFORE, in order to consummate this Agreement and
Plan of Reorganization, and in consideration of the mutual
covenants herein set forth, the parties agree as follows:
ARTICLE I
MERGER OF INTERIM INTO
THE BANK AND RELATED MATTERS
1.1 On the Effective Date, Interim will be merged with and
into the Bank (the "Merger") and the separate existence of
Interim shall cease, and all assets and property (real, personal
and mixed, tangible and intangible, chooses in action, rights and
credits) then owned by Interim, or which would inure to it, shall
immediately and automatically, by operation of law and without
any conveyance, transfer, or further action, become the property
of the Bank. The Bank shall be deemed to be a continuation of
Interim, and the Bank shall succeed to the rights and obligations
of Interim.
1.2 Following the Merger, the existence of the Bank shall
continue unaffected and unimpaired by the Merger, with all the
rights, privileges, immunities and powers, and subject to all the
duties and liabilities, of a savings and loan association
organized under Ohio law. The Charter and Bylaws of the Bank, as
presently in effect, shall continue in full force and effect and
shall not be changed in any manner whatsoever by the Merger.
<PAGE>
1.3 From and after the Effective Date, and subject to the
actions of the Board of Directors of the Bank, the business
presently conducted by the Bank (whether directly or through its
subsidiaries) will continue to be conducted by it, as a wholly
owned subsidiary of Stock Holding Company, and the present
directors and officers of the Bank will continue in their present
positions. The home office and branch offices of the Bank in
existence immediately prior to the Effective Date shall continue
to be the home office and branch offices, respectively, of the
Bank from and after the Effective Date.
ARTICLE II
CONVERSION OF STOCK
2.1 The terms and conditions of the Merger, the mode of
carrying the same into effect, and the manner and basis of
converting the common stock of the Bank into common stock of the
Stock Holding Company pursuant to this Agreement shall be as
follows:
A. On the Effective Date, each share of common stock,
par value $1.00 per share, of the Bank issued and outstanding
immediately prior to the Effective Date shall automatically by
operation of law be converted into and shall become one share of
Common Stock, par value $1.00 per share, of the Stock Holding
Company (the "Stock Holding Company Common Stock"). Each share
of common stock of Interim issued and outstanding immediately
prior to the Effective Date shall, on the Effective Date,
automatically by operation of law be converted into and become
one share of common stock, $1.00 par value per share, of the Bank
and shall not be further converted into shares of the Stock
Holding Company, so that from and after the Effective Date, all
of the issued and outstanding shares of common stock of the Bank
shall be held by the Stock Holding Company.
B. On the Effective Date, the current stock option
plans and recognition plans of the Bank (collectively, the
"Benefit Plans") shall automatically, by operation of law, be
continued as Benefit Plans of the Bank and/or the Stock Holding
Company. Each option to purchase shares of the Bank common stock
under the Bank's stock option plan outstanding at that time will
be automatically converted into an identical option, with
identical price, terms and conditions, to purchase an identical
number of shares of Stock Holding Company Common Stock in lieu of
shares of the Bank common stock. The Stock Holding Company and
the Bank may make appropriate amendments to the Benefit Plans to
reflect the adoption of the Benefit Plans as the plans of the
Stock Holding Company, without adverse effect on the Benefit
Plans and their participants.
C. From and after the Effective Date, each holder of
an outstanding certificate or certificates that, prior thereto,
represented shares of the Bank common stock, shall, upon
surrender of the same to the designated agent of the Bank, be
entitled to receive in exchange therefor a certificate or
certificates representing the number of whole shares of Stock
Holding Company Common Stock into which the shares theretofore
represented by the certificate or certificates so surrendered
shall have been converted, as provided in the foregoing
provisions of this Section 2.1. Until so surrendered, each such
outstanding certificate which, prior to the Effective Date,
represented shares of Bank common stock shall be automatically
deemed for all purposes to evidence the ownership of the equal
number of whole shares of Stock Holding Company Common Stock.
Former holders of shares of Bank common stock will not be
required to exchange their Bank common stock certificates for new
certificates evidencing the same number of shares of Stock
Holding Company Common Stock. If in the future the Stock Holding
Company
<PAGE>
determines to effect an exchange of stock certificates,
instructions will be sent to all holders of record of Stock
Holding Company Common Stock.
D. All shares of Stock Holding Company Common Stock
into which shares of the Bank common stock shall have been
converted pursuant to this Article II shall be deemed to have
been issued in full satisfaction of all rights pertaining to such
converted shares.
E. On the Effective Date, the holders of certificates
formerly representing the Bank common stock outstanding on the
Effective Date shall cease to have any rights with respect to the
stock of the Bank common stock, and their sole rights shall be
with respect to the Stock Holding Company Common Stock into which
their shares of the Bank common stock shall have been converted
by the Merger.
ARTICLE III
CONDITIONS
3.1 The obligations of the Bank, Stock Holding Company and
Interim to effect the Merger and otherwise consummate the
transactions which are the subject matter hereof shall be subject
to satisfaction of the following conditions:
A. To the extent required by applicable law, rules,
and regulations, the holders of the outstanding shares of the
Bank common stock shall, at a meeting of the stockholders of the
Bank duly called, have approved this Agreement by the affirmative
vote of a majority of the shares of the Bank common stock
represented and voting.
B. Any and all approvals and/or clearance memoranda
from the OTS, the Ohio Department of Savings and Loans, the
Securities and Exchange Commission and any other state or federal
governmental agency having jurisdiction necessary for the lawful
consummation of the Merger and the issuance and delivery of Stock
Holding Company Common Stock as contemplated by this Agreement
shall have been obtained.
C. The Bank shall have received either (i) a ruling
from the Internal Revenue Service or (ii) an opinion from its
legal counsel, to the effect that the Merger will be treated as a
non-taxable transaction under applicable provisions of the
Internal Revenue Code of 1986, as amended, and that no gain or
loss will be recognized by the stockholders of the Bank upon the
exchange of the Bank common stock held by them solely for Stock
Holding Company Common Stock.
ARTICLE IV
TERMINATION
4.1 This Agreement may be terminated at the election of any
of the parties hereto if any one or more of the conditions to the
obligations of any of them hereunder shall not have been
satisfied and shall have become incapable of fulfillment and
shall not be waived. This Agreement may also be terminated at
any time prior to the Effective Date by the mutual consent of the
respective Boards of Directors of the parties.
<PAGE>
4.2 In the event of the termination of this Agreement
pursuant to any of the foregoing provisions, no party shall have
any further liability or obligation of any nature to any other
party under this Agreement.
ARTICLE V
EFFECTIVE DATE OF MERGER
Upon satisfaction or waiver (in accordance with the
provisions of this Agreement) of each of the conditions set forth
in Article III, the parties hereto shall execute and cause to be
filed a certificate of merger with the Ohio Secretary of State
and such certificates or further documents as shall be required
by the OTS and Ohio state law and regulation. Upon filing of the
certificate of merger, the Merger and other transaction
contemplated by this Agreement shall become effective. The
Effective Date for all purposes hereunder shall be the date of
such filing.
ARTICLE VI
MISCELLANEOUS
6.1 Any of the terms or conditions of this Agreement, which
may legally be waived, may be waived at any time by any party
hereto that is entitled to the benefit thereof, or any of such
terms or conditions may be amended or modified in whole or in
part at any time, to the extent authorized by applicable law, by
an agreement in writing, executed in the same manner as this
Agreement.
6.2 Any of the terms or conditions of this Agreement may be
amended or modified in whole or in part at any time, to the
extent permitted by applicable law, rules, and regulations, by an
amendment in writing, provided that any such amendment or
modification is not materially adverse to the Bank, Stock Holding
Company or their stockholders. In the event that any
governmental agency requests or requires that the transactions
contemplated herein be modified in any respect as a condition of
providing a necessary regulatory approval or favorable ruling, or
that in the opinion of counsel such modification is necessary to
obtain such approval or ruling, this Agreement may be modified,
at any time before or after adoption thereof by the stockholders
of the Bank, by an instrument in writing, provided that the
effect of such amendment would not be materially adverse to the
Bank, Stock Holding Company or their stockholders.
6.3 This Agreement shall be governed by and construed under
the laws of the State of Ohio, except insofar as laws of the
United States and regulations of the OTS are deemed to apply.
<PAGE>
IN WITNESS WHEREOF, the parties hereto have duly executed
this Agreement and Plan of Reorganization as of the date first
above written.
THE WAYNE SAVINGS AND LOAN COMPANY
By: /s/ Charles F. Finn
-----------------------------------
Charles F. Finn
President and Chief Executive
Officer
WAYNE SAVINGS BANKSHARES, INC.
By: /s/ Charles F. Finn
-----------------------------------
Charles F. Finn
President and Chief Executive
Officer
WAYNE SAVINGS AND LOAN INTERIM
ASSOCIATION (in formation)
By: /s/ Charles F. Finn
-----------------------------------
Charles F. Finn
President and Chief Executive
Officer
<PAGE>
CERTIFIED RESOLUTION OF THE BOARD OF DIRECTORS
OF WAYNE SAVINGS BANKSHARES, INC.
The undersigned, Charles F. Finn, being the President and
Chief Executive Officer of Wayne Savings Bankshares, Inc. (the
"Company"), and Todd J. Tappel, being the duly appointed
Secretary of the Company, hereby certify that at a duly called
and held meeting of the Board of Directors of the Company on
October 23, 1997, the following resolution was duly adopted by
the vote of the Board of Directors:
RESOLVED that Section 1 of the Federal Stock Charter
of Wayne Savings Bankshares, Inc. be amended to read
as follows:
Section 1. Corporate Title. The full corporate title of
the subsidiary holding company is Wayne Savings Bancshares, Inc.
(the "Stock Holding Company")
In witness whereof, we have set our hands this 23rd day of
October, 1997.
\s\ Charles F. Finn
-----------------------------------
Charles F. Finn, President and
Chief Executive Officer
\s\ Todd J. Tappel
-----------------------------------
Todd J. Tappel, Secretary
<PAGE>
CERTIFIED RESOLUTION OF THE BOARD OF DIRECTORS
OF WAYNE SAVINGS COMMUNITY BANK
The undersigned, Charles F. Finn, being the President and
Chief Executive Officer of Wayne Savings Community Bank (the
"Bank"), and Todd J. Tappel, being the duly appointed Secretary
of the Bank, hereby certify that at a duly called and held
meeting of the Board of Directors of the Bank on October 23,
1997, the following resolutions were duly adopted by the Board of
Directors:
THEREFORE BE IT RESOLVED that the Bank, being the sole
stockholder of Wayne Savings Bankshares, Inc. (the "Company"),
hereby consents in writing in lieu of a meeting of stockholders
pursuant to Article II, Section 16 of the Company's Bylaws, to
adopt the following resolution:
RESOLVED that Section 1 of the Federal Stock Charter
of Wayne Savings Bankshares, Inc. be amended to read
as follows:
Section 1. Corporate Title. The full corporate title of
the subsidiary holding company is Wayne Savings Bancshares, Inc.
(the "Stock Holding Company"); and
RESOLVED FURTHER that the Bank waives any notice required in
connection with the adoption of the aforementioned resolution.
In witness whereof, we have set our hands this 23rd day of
October, 1997.
\s\ Charles F. Finn
-----------------------------------
Charles F. Finn, President and
Chief Executive Officer
\s\ Todd J. Tappel
-----------------------------------
Todd J. Tappel, Secretary
<PAGE>
WAYNE SAVINGS BANKSHARES, INC.
FEDERAL STOCK CHARTER
Section 1. Corporate Title. The full corporate title of
the subsidiary holding company is Wayne Savings Bankshares, Inc.
(the "Stock Holding Company").
Section 2. Duration. The duration of the Stock Holding
Company is perpetual.
Section 3. Purpose and Powers. The purpose of the Stock
Holding 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 Stock Holding Company has
authority to issue is 30,000,000, of which 20,000,000 shall be
common stock, par value $1.00 per share, and 10,000,000 shall be
preferred stock, par value $1.00 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 Stock Holding
Company. The consideration for the shares shall be cash, tangible
or intangible property (to the extent the Stock Holding Company
would be permitted to directly invest in such property), labor or
services actually performed for the Stock Holding 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 Stock Holding
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
Stock Holding 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.
Except for shares issuable in the initial organization of
the Stock Holding Company, no shares of capital stock (including
shares issuable upon conversion, exchange, or exercise of other
securities) shall be issued, directly or indirectly, to officers,
directors, or controlling persons of the Stock Holding Company
other than as part of a general public offering or as qualifying
shares to a director, unless their issuance or the plan under
which they would be issued has been approved by a majority of the
total votes eligible to be cast at a legal meeting.
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 Stock Holding 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 Stock Holding Company
if the preferred stock is exchanged for securities of
<PAGE>
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;
(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 Stock Holding Company in a merger or
consolidation for the Stock Holding Company, shall not be
considered to be such an adverse change.
A description of the different classes and series (if any)
of the Stock Holding 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
stockholders 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 Wayne Savings Bankshares, M.H.C., the parent
mutual holding company of the Stock Holding 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 The Wayne Savings and Loan
Company (the "Association"), and, if required by the Office, the
Association. Subject to such, or any other provision for a
liquidation account, in the event of any liquidation,
dissolution, or winding up of the Stock Holding 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 Stock Holding Company available for
distribution remaining after: (i) payment or provision for
payment of the Stock Holding 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 Stock
Holding 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 Stock Holding 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;
(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;
<PAGE>
(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 Stock Holding 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 Stock Holding 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 Stock Holding Company shall not be entitled to preemptive
rights with respect to any shares of the Stock Holding Company
which may be issued.
Section 6. Beneficial Ownership Limitation.
Notwithstanding anything contained in the Stock Holding Company's
charter or bylaws to the contrary, for a period of five years
from the date of the organization of the Association in 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 Stock Holding Company. 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 6, 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.
<PAGE>
For purposes of this Section 6, 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 Stock Holding 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 Stock Holding
Company or amendments to its charter shall be called only upon
direction of the Board of Directors.
Section 8. Directors. The Stock Holding Company shall be
under the direction of a Board of Directors. The authorized
number of directors, as stated in the Stock Holding Company's
bylaws, shall not be less than five or more than fifteen except
when a greater or lesser number is approved by the Office.
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 Stock Holding Company,
approved by the stockholders by a majority of the total votes
eligible to be cast, unless a higher vote is otherwise required,
and submitted to the Office for action as specified by law or
regulation.
<PAGE>
Attest: \s\ A. Lee Miller By: \s\ Charles F. Finn
-------------------- -------------------------
A. Lee Miller Charles F. Finn
Senior Vice President President of the Stock
and Treasurer Holding Company
Attest: \s\ Nadine Y. Washington By: \s\ Nicholas P. Retsinas
-------------------- -------------------------
Nadine Y. Washington Nicholas P. Retsinas
Corporate Secretary Director of the
Office of Thrift
Supervision
Effective Date: August 5, 1997
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WAYNE SAVINGS BANKSHARES, INC.
BYLAWS
ARTICLE I. HOME OFFICE
The home office of Wayne Savings Bankshares, Inc. (the
"Stock Holding Company") is located in the City of Wooster,
County of Wayne, State of Ohio.
ARTICLE II. STOCKHOLDERS
Section 1. Place of Meetings. All annual and special
meetings of stockholders shall be held at the home office of the
Stock Holding Company or at such other place in the State of Ohio
as the Board of Directors may determine.
Section 2. Annual Meeting. A meeting of the stockholders of
the Stock Holding Company for the election of directors and for
the transaction of any other business of the Stock Holding
Company shall be held each year on the fourth Thursday in July if
not a legal holiday, or, if a legal holiday, then on the next
succeeding day not a Saturday, Sunday or legal holiday, or on
such other date as the Board may determine.
Section 3. Special Meetings. Special meetings of the
stockholders relating to a change in control of the Stock Holding
Company or to an amendment of the Charter of the Stock Holding
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 50% of all the outstanding capital stock of the Stock
Holding 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 Stock Holding
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 Stock Holding
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 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
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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 Stock Holding
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 Stock Holding 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 stockholders 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 Stock Holding 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.
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 Stock
Holding Company to the contrary, at any meeting of the
stockholders of the Stock Holding 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.
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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 Stock
Holding 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 Stock Holding
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 consents; determining
the result; and such acts as may be proper to conduct the
election or vote with fairness to all stockholders.
Section 14. Nominations for Director. Nominations of
candidates for election as directors at any meeting of
stockholders may be made (a) by or at the direction of a majority
of the Board, or (b) by any stockholder of record entitled to
vote at such meeting; provided that stockholder nominations shall
be filed with the Secretary at least two weeks prior to the
election.
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 Stock Holding 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.
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ARTICLE III. BOARD OF DIRECTORS
Section 1. General Powers. The business and affairs of the
Stock Holding 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 of seven 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 Stock Holding
Company's 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 Stock Holding Company unless the Stock Holding
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 any three directors. The persons
authorized to call special meetings of the Board of Directors may
fix any place within Wayne County 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, by telephone, or by telegram, or at
least four days prior thereto when delivered by mail, postage
prepaid, 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.
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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.
Section 10. Resignation. Any director may resign at any
time by sending a written notice of such resignation to the home
office of the Stock Holding 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 Stock
Holding Company who is present at a meeting of the Board of
Directors at which action on any Stock Holding 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 Stock Holding
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.
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ARTICLE IV. EXECUTIVE AND OTHER COMMITTEES
Section 1. Executive Committee. At the first regular
meeting of the Board of Directors following the annual meeting of
stockholders, the Board of Directors shall elect an Executive
Committee consisting of at least three members of the Board of
Directors. During the intervals between meetings of the Board of
Directors, the Executive Committee shall possess and may exercise
all the power of the Board of Directors in the management and
direction of the affairs of the Stock Holding Company in all
cases where specific direction shall not have been given by the
Board of Directors, except it shall not have the power to fill
any vacancies among the Directors, or in any committee of the
Directors. A majority of the Executive Committee shall be
necessary to constitute a quorum, and the affirmative vote of a
majority of the Executive Committee members shall be necessary to
the passage of any resolution. The Executive Committee shall fix
its own rules of procedure and shall meet as provided by such
rules, and it shall also meet at the call of the Chairman or any
member of the Committee. All acts of the Executive Committee
shall be subject at all times to the control and direction of the
Board of Directors, and said Executive Committee shall make a
report of its acts and transactions to the Board of Directors
which shall form part of the records of the Stock Holding
Company.
Section 2. 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 Stock Holding 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. Executive Officers. The executive officers of
the Stock Holding Company shall be the Chairman of the Board, the
Vice Chairman of the Board, the President, the Secretary, the
Managing Officer, and any other officers designated by the Board
as executive officers.
Section 2. Election. The officers of the Stock Holding
Company, except such officers as may be appointed in accordance
with the provisions of Section 3 or Section 5 of this Article V,
shall be chosen annually by the Board to serve at the pleasure of
the Board. Each officer shall hold his office until he shall
die, retire, resign or shall be removed or otherwise disqualified
to serve, or his successor shall be elected and qualified, and
shall perform such duties as are prescribed in the Constitution
or as the Board may from time to time determine.
Section 3. Subordinate Officers. The Stock Holding Company
shall have a Treasurer and may have, at the discretion of the
Board, one or more Vice Presidents, and Assistant Vice
Presidents, one or more Assistant Secretaries, one or more
Assistant Treasurers and such other officers as the Board may
appoint, each of whom shall hold office for such period, have
such authority and perform such duties as the Board may from time
to time determine. The Board may delegate the authority to
appoint, and to fix the compensation of, any subordinate officer
or officers to any executive officer of the Stock Holding
Company. Any person may hold more than one office, executive or
subordinate.
Section 4. Removal and Resignation. Any officer may be
removed, either with or without cause, by the Board, at any
regular or special meeting thereof, or by any officer upon whom
such power of removal may be conferred by the Board (without
prejudice, however, to the rights, if any, of an officer under
any contract of employment with the Stock Holding Company).
Any officer may resign at any time by giving written notice
to the Board or to the President or to the Secretary of the Stock
Holding Company, without prejudice, however, to the rights, if
any, of the Stock Holding Company under any contract to which
such officer is a party. Any such resignation shall take effect
at the date of the receipt or at any later time specified therein
and accepted by the Board.
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Section 5. Vacancies. A vacancy in any executive office
because of death, resignation, removal, disqualification or any
other cause shall be filled by the Board for the unexpired
portion of the term.
Section 6. Compensation. The Board shall fix the
compensation of all of the officers of the Stock Holding Company,
except in the case of subordinate officers with respect to whom
the authority to fix compensation has been delegated pursuant to
Section 3 of this Article V.
Section 7. Chairman of the Board. The Chairman of the
Board shall, if present, preside at all meetings of the Board and
exercise and perform such other powers and duties as may be from
time to time assigned to him by the Board or prescribed by these
Bylaws.
Section 8. Vice Chairman of the Board. The Vice Chairman
of the Board shall, if present, preside over meetings of the
Board at which the Chairman of the Board is not present, and
exercise and perform such other powers and duties as may be from
time to time assigned to him by the Board or prescribed by these
Bylaws.
Section 9. President. Subject to any powers that may be
given by the Board to the Chairman of the Board, the President
shall be the chief executive officer of the Stock Holding Company
and shall, subject to the control of the Board, have the general
powers and duties of management usually vested in the office of
the President of a corporation, and shall have such other powers
and duties as the Board shall from time to time prescribe.
Section 10. Secretary. The Secretary shall keep, or cause
to be kept, minutes of all meetings of the stockholders and the
Board and committees thereof in a book to be provided for that
purpose, and shall attend to the giving and serving of all
notices of meetings of stockholders and directors, and any other
notices required by law to be given. The Secretary shall be
custodian of the corporate seal, if any, and shall affix the seal
to all documents and papers requiring such seal. The Secretary
shall have such other powers and duties as the Board from time to
time shall prescribe.
Section 11. Treasurer. The Treasurer shall keep and
maintain, or cause to be kept and maintained, adequate and
correct accounts of the properties and business transactions of
the Stock Holding Company, shall receive and keep all the funds
of the Stock Holding Company and shall pay out corporate funds on
the check of the Stock Holding Company, signed in such manner as
shall be authorized by the Board. The Treasurer shall have such
other powers and duties as the Board shall from time to time
prescribe.
Section 12. Managing Officer. The Managing Officer, under
the Board and its committees, and with the assistance of such
assistant officers and employees as the Board may provide, shall
have the care and management of all the Stock Holding Company's
business, property, rights and affairs, not otherwise herein
provided for.
ARTICLE VI. INDEMNIFICATION
The Stock Holding 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;
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(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.
(b) General. Subject to paragraphs (c) and (f) of this
Article, the Stock Holding 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 Stock
Holding 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 Stock Holding 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 Stock Holding Company or its members.
However, no indemnification shall be made unless the Stock
Holding 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 Stock Holding Company in writing, within
such notice period, of his or her objection thereto.
(d) Insurance. The Stock Holding 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 Stock
Holding Company may not
<PAGE>
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 Stock Holding 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 Stock Holding Company from imposing such conditions on a
payment of expenses as they deem warranted and in the interests
of the Stock Holding Company. Before making advance payment of
expenses under this paragraph (e), the Stock Holding Company
shall obtain an agreement that the Stock Holding 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. Section545.121 (b) and
the obtaining of insurance as referred to in paragraph (d) shall
be governed by paragraph (d) of 12 C.F.R. Section545.121.
ARTICLE VII. CERTIFICATES FOR SHARES AND THEIR TRANSFER
Section 1. Certificates for Shares. Certificates
representing shares of capital stock of the Stock Holding 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 Stock Holding Company authorized by the Board of Directors,
attested by a treasurer or assistant treasurer or a 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 Stock Holding 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 Stock Holding Company.
All certificates surrendered to the Stock Holding 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 Stock Holding Company as the
Board of Directors may prescribe.
Section 2. Transfer of Shares. Transfer of shares of
capital stock of the Stock Holding 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 Stock Holding
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
Stock Holding Company shall be deemed by the Stock Holding
Company to be the owner for all purposes.
ARTICLE VIII. FISCAL YEAR; ANNUAL AUDIT
The fiscal year of the Stock Holding Company shall end on
March 31 of each year. The Stock Holding 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.
<PAGE>
ARTICLE IX. DIVIDENDS
Subject to the terms of the Stock Holding Company's charter
and the regulations and orders of the Office, the Board of
Directors may, from time to time, declare, and the Stock Holding
Company may pay, dividends on its outstanding shares of capital
stock.
ARTICLE X. CORPORATE SEAL
The Board of Directors may provide the Stock Holding Company
a seal, which shall be two concentric circles between which shall
be the name of the Stock Holding 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 stockholders of the Stock Holding Company at any
legal meeting.
<PAGE>
CHARTERED UNDER THE LAWS OF THE UNITED STATES OF AMERICA
WAYNE SAVINGS BANCSHARES, INC.
Fully Paid and Non-Assessable
Par Value $1.00 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 Wayne Savings Bancshares,
Inc., a Federal corporation.
The shares evidenced by this certificate are
transferable only on the books of Wayne Savings Bancshares, 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, Wayne Savings Bancshares, 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:--------------------------- By: --------------------------
Todd J. Tappel, Secretary Charles F. Finn, President
<PAGE>
The Board of Directors of Wayne Savings Bancshares, 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 June 23, 1993 reorganization from mutual to stock form of
Wayne Savings Community Bank, no person other than Wayne Savings
Bankshares, M.H.C., 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 of the Company 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.
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.
UNIF GIFT MIN ACT ---------- Custodian --------------
(Cust) (Minor)
TEN COM -as tenants in common
TEN ENT -as tenants by the entities
JT TEN -as joint tenants with right
of survivorship and not as
tenants in common
Under Uniform Gifts to Minors Act
---------------------------------
(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 OF OTHER IDENTIFYING NUMBER
- -----------------------------------------------------------------
(Please print or typewriter 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>
WAYNE SAVINGS COMMUNITY BANK
COMPLETES TWO-TIER REORGANIZATION
Contact: Charles F. Finn
Todd J. Tappel
Wayne Savings Community Bank (Nasdaq Symbol: "WAYN," and
formerly "The Wayne Savings and Loan Company") today announced
that it has completed its reorganization into a two-tier mutual
holding company structure (the "Reorganization"). Pursuant to
the Reorganization, the Bank is now the wholly-owned subsidiary
of Wayne Savings Bancshares, Inc., a Federal corporation. Wayne
Savings Bancshares, Inc. is the majority owned subsidiary of
Wayne Savings Bankshares, M.H.C., the Bank's mutual holding
company parent. Each share of the Bank's outstanding common
stock was automatically converted into one share of Wayne Savings
Bancshares, Inc. common stock.
Charles F. Finn, President and Chief Executive Officer of
Wayne Savings Bancshares, Inc., and the Bank stated "We are
extremely pleased to be have established a mid-tier stock holding
company. We believe that through Wayne Savings Bancshares, Inc.
we will be better positioned to take advantage of business
opportunities that may arise. The increased flexibility afforded
by the mid-tier stock holding company will benefit all our
stockholders and help enhance stockholder value."
Established in 1899, Wayne Savings has six full-service
offices serving a four county market area of Wayne, Holmes,
Ashland, and Medina counties, Ohio. At September 30, 1997, Wayne
Savings had total assets of $250.2 million, deposits of $210.7
million, and stockholders' equity of $23.9 million.
