<PAGE>
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): September 30, 1997
COMMUNITY SAVINGS BANKSHARES, INC.
- - --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
United States 0- 65 - 0780334
- - --------------- ------------ -------------------
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
660 U.S. Highway One, North Palm Beach, Florida 33408
- - --------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (561) 888-2212
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 September 30, 1997, Community Savings
Bankshares, Inc. (the "Company") became a thrift holding company in accordance
with the terms of an Agreement and Plan of Reorganization, dated August 4, 1997
(the "Agreement"), by and between Community Savings, F. A. (the "Association"),
a federally chartered stock savings association, Community Interim Federal
Savings Association ("Interim"), an interim federally chartered 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 Association; (2) Interim was organized as a wholly owned subsidiary of the
Company; (3) Interim merged with and into the Association, with the Association
as the surviving institution, and (4) upon such merger, (i) the outstanding
shares of common stock, par value $1.00 per share, of the Association 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 Association and (iii) the common stock of the
Company held by the Association was cancelled. Accordingly, the Association
became a wholly owned subsidiary of the Company and the shareholders of the
Association became shareholders of the Company.
The Common Stock of the Association 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 National
Market under the symbol "CMSV."
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
------------------------------------------------------------------
(a) Financial Statements of Business Acquired
-----------------------------------------
Not applicable.
(b) Pro Forma Financial Information
-------------------------------
Not applicable.
(c) Exhibits
--------
(2) Agreement and Plan of Reorganization
(3.1) Certificate of Incorporation of Community Savings
Bankshares, Inc.
(3.2) Bylaws of Community Savings Bankshares, Inc.
1
<PAGE>
(4.0) Form of Stock Certificate of Community Savings
Bankshares, Inc.
(99) Press Release, dated October 1, 1997.
2
<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, thereunto duly authorized.
COMMUNITY SAVINGS BANKSHARES, INC.
By: /s/ James B. Pittard
-------------------------------------
James B. Pittard, Jr.
President and Chief Executive Officer
Dated: October 1, 1997
3
<PAGE>
AGREEMENT AND PLAN OF REORGANIZATION
Agreement and Plan of Reorganization, dated as of August 4, 1997 (the
"Agreement"), by and between Community Savings, F. A. (the "Association" or the
"Surviving Association"), a federally chartered savings and loan association,
Community Interim Federal Savings Association ("Interim"), a federally chartered
savings association, and Community Savings Bankshares, Inc., a federally
chartered corporation.
WITNESSETH:
WHEREAS, the Board of Directors of the Association has determined that it
is in the best interests of the Association and its shareholders for the
Association to be reorganized into a mid-tier stock holding company form of
ownership whereby Community Savings Bankshares, Inc. will hold 100% of the
Association's outstanding common stock and ComFed, M. H. C., the present mutual
holding company for the Association, will become the mutual holding company for
Community Savings Bankshares, Inc.
WHEREAS, the Association will cause Community Savings Bankshares, Inc. to
be organized under federal law and regulation as a wholly owned subsidiary for
the purpose of becoming the holding company of the Association (such corporation
being referred to herein as the "Company"); and
WHEREAS, the formation of a mid-tier stock holding company by the
Association will be facilitated by causing the Company to become the sole
shareholder of a newly formed interim federally chartered stock savings
association, and then merging the interim savings association with and into the
Association, so that as part of the merger all of the outstanding shares of
common stock of the Association will be converted automatically into and become
shares of common stock of the Company, which would then become the sole
shareholder of the Association (the "Merger"); and
WHEREAS, Interim is being organized by the Association as an interim
federally chartered stock savings association with the Company as its sole
shareholder in order to effect the Merger; and
WHEREAS, the Association and Interim (the "Constituent Associations")
desire to provide for the terms and conditions of the Merger;
NOW, THEREFORE, the Association, Interim and the Company hereby agree as
follows:
1. Effective Date. The Merger shall become effective on the date
specified in the endorsement of the articles of combination relating to the
Merger by the Secretary of the Office of Thrift Supervision ("OTS") pursuant to
12 C.F.R. (S)552.13(k), or any successor thereto (the "Effective Date").
<PAGE>
2. The Merger and Effect Thereof. Subject to the terms and conditions set
forth herein, including, without limitation, the prior approval of the OTS and
the expiration of all applicable waiting periods, Interim shall merge with and
into the Association, which shall be the Surviving Association. Upon
consummation of the Merger, the Surviving Association shall be considered the
same business and corporate entity as each of the Constituent Associations and
thereupon and thereafter all the property, rights, powers and franchises of each
of the Constituent Associations shall vest in the Surviving Association and the
Surviving Association shall be subject to and be deemed to have assumed all of
the debts, liabilities, obligations and duties of each of the Constituent
Associations and shall have succeeded to all of each of their relationships,
fiduciary or otherwise, as fully and to the same extent as if such property,
rights, privileges, powers, franchises, debts, obligations, duties and
relationships had been originally acquired, incurred or entered into by the
Surviving Association. In addition, any reference to either of the Constituent
Associations in any contract, will or document, whether executed or taking
effect before or after the Effective Date, shall be considered a reference to
the Surviving Association if not inconsistent with the other provisions of the
contract, will or document; and any pending action or other judicial proceeding
to which either of the Constituent Associations is a party shall not be deemed
to have abated or to have been discontinued by reason of the Merger, but may be
prosecuted to final judgment, order or decree in the same manner as if the
Merger had not occurred or the Surviving Association may be substituted as a
party to such action or proceeding, and any judgment, order or decree may be
rendered for or against it that might have been rendered for or against either
of the Constituent Associations if the Merger had not occurred.
3. Conversion of Stock.
(a) On the Effective Date, (i) each share of common stock, par value $1.00
per share of the Association ("Community Common Stock"), issued and outstanding
immediately prior to the Effective Date shall, by virtue of the Merger and
without any action on the part of the holder thereof, be converted into one
share of common stock, par value $1.00 per share of the Company ("Company Common
Stock"), (ii) each share of common stock, par value $1.00 per share of Interim
("Interim Common Stock"), issued and outstanding immediately prior to the
Effective Date shall, by virtue of the Merger and without any action on the part
of the holder thereof, be converted into one share of the Community Common
Stock, and (iii) each share of Company Common Stock issued and outstanding
immediately prior to the Effective Date shall, by virtue of the Merger and
without any action on the part of the holder thereof, be cancelled. By voting in
favor of this Agreement, the Company, as the sole shareholder of Interim, shall
have agreed (i) to issue shares of Company Common Stock in accordance with the
terms hereof and (ii) to cancel all previously issued and outstanding shares of
Company Common Stock upon the effectiveness of the Merger.
(b) On and after the Effective Date, there shall be no registration of
transfers on the stock transfer books of Interim or the Association of shares of
Interim Common Stock or the Community Common Stock which were outstanding
immediately prior to the Effective Date.
<PAGE>
4. Exchange of Shares.
(a) At or after the Effective Date, each holder of a certificate or
certificates theretofore evidencing issued and outstanding shares of Community
Common Stock, upon surrender of the same to an agent, duly appointed by the
Company ("Exchange Agent"), shall be entitled to receive in exchange therefor a
certificate or certificates representing the number of full shares of Company
Common Stock for which the shares of Community Common Stock theretofore
represented by the certificate or certificates so surrendered shall have been
converted as provided in Section 3 hereof. At the Company's sole discretion, the
Exchange Agent may mail to each holder of record of an outstanding certificate
which immediately prior to the Effective Date evidenced shares of Community
Common Stock, and which is to be exchanged for Company Common Stock as provided
in Section 3 hereof, a form of letter of transmittal (which shall specify that
delivery shall be effected, and risk of loss and title to such certificate shall
pass, only upon delivery of such certificate to the Exchange Agent) advising
such holder of the terms of the exchange effected by the Merger and of the
procedure for surrendering to the Exchange Agent such certificate in exchange
for a certificate or certificates evidencing Company Common Stock.
(b) After the Effective Date, certificates representing shares of
Community Common Stock shall be treated as evidencing ownership of the number of
full shares of Company Common Stock into which the shares of Community Common
Stock represented by such certificates shall have been converted by virtue of
the Merger, notwithstanding whether or not the holder thereof has surrendered
such certificates.
(c) If any certificate evidencing shares of Company Common Stock is to be
issued in a name other than that in which the certificate evidencing Community
Common Stock surrendered in exchange therefor is registered, it shall be a
condition of the issuance thereof that the certificate so surrendered shall be
properly endorsed and otherwise in proper form for transfer and that the person
requesting such exchange pay to the Exchange Agent any transfer or other tax
required by reason of the issuance of a certificate for shares of Company Common
Stock in any name other than that of the registered holder of the certificate
surrendered or otherwise establish to the satisfaction of the Exchange Agent
that such tax has been paid or is not payable.
(d) If, between the date hereof and the Effective Date, the shares of
Community Common Stock shall be changed into a different number or class of
shares by reason of any reclassification, recapitalization, split-up,
combination, exchange of shares or readjustment, or a stock dividend thereon
shall be declared with a record date within said period, the exchange ratio
specified in Section 3(a) hereof shall be adjusted accordingly.
5. Dissenting Shares. Subject to the provisions of 12 C.F.R.
(S)552.14(b), or any successor thereto, no holder of shares of Community Common
Stock shall have any dissenter or appraisal rights in connection with the
Merger.
6. Name of Surviving Association. The name of the Surviving Association
shall be "Community Savings, F. A."
<PAGE>
7. Directors of the Surviving Association. Upon and after the Effective
Date, until changed in accordance with the Charter and Bylaws of the Surviving
Association and applicable law, the number of directors of the Surviving
Association shall be six. The names and addresses of those persons who, upon and
after the Effective Date, shall be directors of the Surviving Association are
set forth in Schedule A hereto, which is hereby incorporated herein by
reference. Each such director shall serve for the term which expires at the
annual meeting of shareholders of the Surviving Association in the year set
forth after his respective name in Schedule A, and until a successor is elected
and qualified.
8. Officers of the Surviving Association. Upon and after the Effective
Date, until changed in accordance with the Charter and Bylaws of the Surviving
Association and applicable law, the officers of the Association immediately
prior to the Effective Date shall be the officers of the Surviving Association.
9. Offices. Upon the Effective Date, all offices of the Association and
Interim (which shall have no offices) shall be offices of the Surviving
Association. As of the Effective Date, the home office of the Surviving
Association shall remain at 660 U.S. Highway One, North Palm Beach, Florida
33408 and the location of the other offices of the Surviving Association shall
be as set forth in Schedule B hereto, which is hereby incorporated herein by
reference, except for the addition of offices authorized or the deletion of
offices closed subsequent to the date hereof and the Effective Date.
10. Charter and Bylaws. On and after the Effective Date, the Charter and
Bylaws of the Association as in effect immediately prior to the Effective Date
shall be the Charter and Bylaws of the Surviving Association until amended in
accordance with the terms thereof and applicable law.
11. Deposit Accounts. Upon the Effective Date, all deposit accounts of
Interim, without reissue, shall be and become deposit accounts of the Surviving
Association without change in their respective terms, including, without
limitation, maturity, minimum required balances or withdrawal value.
12. Stock Compensation Plans. By voting in favor of this Agreement, the
Company shall have approved adoption of the Association's existing Employee
Stock Ownership Plan ("ESOP"), 1995 Stock Option Plan (the "Plan") and 1995
Recognition and Retention Plan for Employees and Outside Directors ("RRP") as
the ESOP, Plan and RRP of the Company and shall have agreed to issue Company
Common Stock in lieu of Community Common Stock pursuant to the terms of such
ESOP, Plan and RRP. As of the Effective Date of the Merger, rights outstanding
under the ESOP, Plan and RRP shall be assumed by the Company and thereafter
shall be rights only for shares of Company Common Stock, with each such right
being for a number of shares of Company Common Stock equal to the number of
shares of Community Common Stock that were available thereunder immediately
prior to the Effective Date of the Merger, and with no change in the price or
any other term or condition of such right. The Company shall make appropriate
amendments to the ESOP, Plan and RRP to reflect the adoption of the ESOP,
<PAGE>
Plan and RRP by the Company without adverse effect upon the allocation of Common
Stock or options or awards outstanding thereunder.
13. Shareholder Approval. The affirmative vote of the holders of a
majority of the issued and outstanding Community Common Stock shall be required
to approve this Agreement on behalf of the Association and the approval of the
Company, as the sole holder of Interim Common Stock, shall be required to
approve this Agreement on behalf of Interim.
14. Registration; Other Approvals. In addition to the approval set forth
in Section 2 hereof, the parties' obligations to consummate the Merger shall be
subject to (i) the Company Common Stock to be issued hereunder in exchange for
Community Common Stock being registered under the Securities Act of 1933, as
amended, and registered or qualified under applicable state securities laws,
except in each case to the extent that the Company relies on an applicable
exemption therefrom, (ii) the qualification of the Company Common Stock for
listing on the Nasdaq National Market, and (iii) the receipt of all other
approvals, consents or waivers as the parties may deem necessary or advisable.
15. Income Tax Matters. The parties hereto shall have received opinions of
counsel or of their independent public accountants, satisfactory to them in form
and substance, with respect to the federal and Florida income tax consequences
of the Agreement and the formation of a mid-tier holding company, as
contemplated therein.
16. Abandonment of Agreement. This Agreement may be abandoned by the
Association, the Company or Interim at any time before the Effective Date in the
event that (a) any action, suit, proceeding or claim has been instituted, made
or threatened relating to the Agreement which shall make consummation of the
transaction contemplated hereby inadvisable in the opinion of the Association,
the Company or Interim, (b) the approval by the OTS of the transactions
contemplated by this Agreement contains any restriction or condition which, in
the sole discretion of the Board of Directors of the Association, is deemed to
be adverse to the Association or the shareholders thereof, or (c) for any other
reason consummation of the transaction contemplated hereby is inadvisable in the
opinion of the Association, the Company or Interim. Such abandonment shall be
effected by written notice by the Association, the Company or Interim to the
other parties, authorized or approved by the Board of Directors of the party
giving such notice. Upon the giving of such notice, this Agreement shall be
terminated and there shall be no liability hereunder or on account of such
termination on the part of the Association, the Company or Interim or the
directors, officers, employees, agents or shareholders of either of them. In the
event of abandonment of this Agreement, the Association shall pay the fees and
expenses incurred by itself, Interim and the Company in connection with this
Agreement and the Merger.
17. Amendments. To the extent permitted by law, this Agreement may be
amended by a subsequent writing signed by the parties hereto upon the approval
of the Board of Directors of each of the parties hereto; provided, however, that
the provisions of Section 3 hereof relating to the consideration to be exchanged
for shares of Community Common Stock shall not be amended after the meeting of
shareholders of the Association
<PAGE>
at which this Agreement is considered so as to decrease the amount or change the
form of such consideration without the approval of such shareholders.
18. Successors. This Agreement shall be binding on the successors of the
Association and Interim.
19. Counterparts. This Agreement may be executed in one or more
counterparts.
20. Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the United States of America and, to the extent not
governed by such laws, the laws of the State of Florida.
<PAGE>
IN WITNESS WHEREOF, the Association, Interim and the Company have caused
this Agreement to be executed by their duly authorized officers as of the day
and year first above written.
COMMUNITY SAVINGS, F. A.
Attest:
/s/ Deborah M. Rousseau By: /s/ James B. Pittard, Jr.
- - ---------------------------- -----------------------------------------
Deborah M. Rousseau James B. Pittard, Jr.
Secretary President and Chief Executive Officer
COMMUNITY INTERIM FEDERAL SAVINGS
ASSOCIATION
Attest:
By:
- - ---------------------------- --------------------------------
Deborah M. Rousseau James B. Pittard, Jr.
Secretary President and Chief Executive Officer
COMMUNITY SAVINGS BANKSHARES, INC.
Attest:
/s/ Deborah M. Rousseau By: /s/ James B. Pittard, Jr.
- - ---------------------------- ------------------------------------
Deborah M. Rousseau James B. Pittard, Jr.
Secretary President and Chief Executive Officer
<PAGE>
FEDERAL STOCK CHARTER
COMMUNITY SAVINGS BANKSHARES, INC.
Section 1. Corporate Title. The full corporate title of the MHC subsidiary
holding company is Community Savings Bankshares, Inc. (the "Company").
Section 2. Domicile. The domicile of the Company shall be in the village of
North Palm Beach in the State of Florida.
Section 3. Duration. The duration of the Company is perpetual.
Section 4. 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 ("Office").
Section 5. Capital Stock. The total number of shares of all classes of the
capital stock which the Company has the authority to issue is 30,000,000, of
which 20,000,000 shares shall be common stock, par value $1.00 per share, and of
which 10,000,000 shares shall be preferred stock. The shares may be issued from
time to time as authorized by the board of directors without the approval of the
shareholders, except as otherwise provided in this Section 5 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 direct investment in such property would
be permitted to the Company), 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 retained
earnings of the Company which is transferred to common stock or paid-in capital
accounts upon the issuance of shares as a share dividend shall be deemed to be
the consideration for their issuance.
Except for shares issued in the initial organization of the 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 (except for shares issued to ComFed,
M. H. C., the parent mutual holding company of the Company) of the Company other
than as part of a general public offering or as qualifying
<PAGE>
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 5 (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 or the Federal Deposit Insurance Corporation;
(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 5 (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 entity 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 are as follows:
A. Common Stock. Except as provided in this Section 5 (or in any
supplementary sections hereto) 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, except as to the
cumulation of votes for the election of directors, unless the charter provides
that there shall be no cumulative voting.
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 payment of dividends, the full amount of dividends
and of sinking fund, 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.
<PAGE>
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; (ii) distributions or provisions for
distributions in settlement of any liquidation account; and (iii) 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 in supplementary sections to
its charter 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. The terms of each
series shall be set forth in a supplementary section to the charter. 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;
(c) The voting powers, full or limited, if any, of 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;
<PAGE>
(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 of 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 6. 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.
Section 7. 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 fewer than five nor more than 15, except when a lesser or
greater number is approved by the Director of the Office, or his or her
delegate.
Section 8. Certain Restrictions. Not withstanding anything contained in the
Company's charter or bylaws to the contrary, until October 24, 1999, the
following provisions shall apply:
A. Beneficial Ownership Limitation. No person, other than ComFed, M. H. C.,
the parent mutual holding company of the Company, shall directly or indirectly
offer to acquire the beneficial ownership of more than 10 percent of the common
stock of the 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 Section 574.3(c)(1)(vi) of the Office's regulations.
In the event shares are acquired in violation of this Section 8, 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 shareholders for a vote.
<PAGE>
For purposes of this Section 8, the following definitions apply:
(1) The term "person" includes an individual, a group acting in concert, a
corporation, a partnership, an 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 common stock 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
tender 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) the 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.
B. Cumulative Voting Limitation. Shareholders shall not be permitted to
cumulate their votes for the election of directors.
C. Call for Special Meeting. Special meetings of shareholders 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 9. Amendment of Charter. Except as provided in Section 5, no
amendment, addition, alteration, change or repeal of this charter shall be made,
unless such is proposed by the board of directors of the Company, approved by
the shareholders by a majority of the votes eligible to be cast at a legal
meeting, unless a higher vote is otherwise required, and approved or preapproved
by the Office.
Attest: /s/ Deborah M. Rousseau By: /s/ James B. Pittard, Jr.
-------------------------------- --------------------------------
Deborah M. Rousseau James B. Pittard, Jr.
Vice President and Secretary President and Chief Executive
Officer
OFFICE OF THRIFT SUPERVISION
Attest: By:
-------------------------------- --------------------------------
Secretary of the Office of Thrift Director of the Office of Thrift
Supervision Supervision
<PAGE>
BYLAWS
COMMUNITY SAVINGS BANKSHARES, INC.
ARTICLE I - Home Office
The home office of Community Savings Bankshares, Inc. (the "Company") shall
be in the village of North Palm Beach in the county of Palm Beach in the State
of Florida.
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 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 the fourth Wednesday in April, if not a legal holiday, and if a
legal holiday, then on the next day following which is not a legal holiday, at
1:30 P.M., Eastern Time, or at such other date and time within such 150-day
period as the board of directors may determine.
Section 3. Special Meetings. Subject to the limitations set forth in
Section 8 of the Company's charter, special meetings of the shareholders for any
purpose or purposes, unless otherwise prescribed by the regulations of the
Office of Thrift Supervision ("Office"), 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 one-tenth of
all of 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 to 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
unless otherwise prescribed by regulations of the Office or these bylaws or the
board of directors adopts another written procedure for the conduct of meetings.
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, or the secretary, or the directors calling the
meeting, to each shareholder of record entitled to vote at such meeting.
1
<PAGE>
If mailed, such notice shall be deemed to be delivered when deposited in the
mail, addressed to the shareholder at the address as it appears on the stock
transfer books or records of the Company as of the record date prescribed in
Section 6 of this Article II with postage prepaid. When any shareholders'
meeting, either annual or special, is adjourned 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
shareholders entitled to notice of or to vote at any meeting of shareholders or
any adjournment, or shareholders entitled to receive payment of any dividend, or
in order to make a determination of shareholders for any other proper purpose,
the board of directors shall fix in advance a date as the record date for any
such determination of shareholders. Such date in any case shall be not more than
60 days and, in case of a meeting of shareholders, not fewer than 10 days prior
to the date on which the particular action, requiring such determination of
shareholders, is to be taken. When a determination of shareholders entitled to
vote at any meeting of shareholders 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
shareholders, the officer or agent having charge of the stock transfer books for
shares of the Company shall make a complete list of the shareholders of record
entitled to vote at such meeting, or any adjournment thereof, arranged in
alphabetical order, with the address and the number of shares held by each. This
list of shareholders shall be kept on file at the home office of the Company and
shall be subject to inspection by any shareholder of record or the shareholder's
agent 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 inspection by any shareholder of
record or any shareholder's agent during the entire time of the meeting. The
original stock transfer book shall constitute prima facie evidence of the
shareholders entitled to examine such list or transfer books or to vote at any
meeting of shareholders. In lieu of making the shareholder list available for
inspection by shareholders as provided in the preceding paragraph, the board of
directors may elect to follow the procedures prescribed in ss. 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 shareholders. 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 shareholders present at a duly organized meeting may continue to
transact business until adjournment, notwithstanding the withdrawal of enough
2
<PAGE>
shareholders to constitute less than a quorum. If a quorum is present, the
affirmative vote of the majority of the shares represented at the meeting and
entitled to vote on the subject matter shall be the act of the shareholders,
unless the vote of a greater number of shareholders voting together or voting by
classes is required by law or the charter. Directors, however, are elected by a
plurality of the votes cast at an election of directors.
Section 9. Proxies. At all meetings of shareholders, a shareholder may vote
by proxy executed in writing by the shareholder or by his or her duly authorized
attorney in fact. Proxies may be given telephonically or electronically as long
as the holder uses a procedure for verifying the identity of the shareholder.
Proxies solicited on behalf of the management shall be voted as directed by the
shareholder or, in the absence of such direction, as determined by a majority of
the board of directors. No proxy shall be valid 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 Company to the contrary, at any meeting of the shareholders of
the Company, any one or more of such shareholders may cast, in person or by
proxy, all votes to which such ownership is entitled. In the event an attempt is
made to cast conflicting votes, in person or by proxy, by the several persons in
whose names shares of stock stand, the vote or votes to which those persons are
entitled shall be cast as directed by a majority of those holding such stock 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 shareholder whose shares are pledged shall be entitled to vote such
shares until the shares have been transferred into the name of the pledgee, and
thereafter the pledgee shall be entitled to vote the shares so transferred.
Neither treasury shares of its own stock held by the Company nor shares
held by another corporation, if a majority of the shares entitled to vote for
the election of directors
3
<PAGE>
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. Subject to the provisions of Section 8 of
the Company's charter, every shareholder entitled to vote at an election for
directors shall have the right to vote, in person or by proxy, the number of
shares owned by the shareholder for as many persons as there are directors to be
elected and for whose election the shareholder has a right to vote, or to
cumulate the votes by giving one candidate as many votes as the number of such
directors to be elected multiplied by the number of shares shall equal or by
distributing such votes on the same principle among any number of candidates.
Section 13. Inspectors of Election. In advance of any meeting of
shareholders, the board of directors may appoint any person 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 percent 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.
Unless otherwise prescribed by regulations of the Office, 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 results; and such acts as may be proper
to conduct the election or vote with fairness to all shareholders.
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 each office 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 shareholders 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 each office of the Company. Ballots bearing the names of
all persons nominated by the nominating committee and by shareholders shall be
provided for use at the annual meeting. However, if the
4
<PAGE>
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 shareholder 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 shareholder 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 an
adjourned, special or annual meeting of the shareholders taking place 30 days or
more 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 Shareholders. Any action required to be
taken at a meeting of the shareholders, or any other action which may be taken
at a meeting of shareholders, may be taken without a meeting if consent in
writing, setting forth the action so taken, shall be given by all of the
shareholders 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 of six
members, and shall be divided into three classes as nearly equal in number as
possible. 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 following the annual meeting
of shareholders. The board of directors may provide, by resolution, the time and
place, for the holding of additional regular meetings without other notice than
such resolution. Directors may participate in a meeting by means of a conference
telephone or similar communications device through which all persons
participating can hear each other at the same time. Participation by such means
shall constitute presence in person for all purposes.
5
<PAGE>
Section 4. 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 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 similar communications equipment by which all persons participating
in the meeting can hear each other. Such participation shall constitute presence
in person for all purposes.
Section 5. Notice. Written notice of any special meeting shall be given to
each director at least 24 hours 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, when delivered to the telegraph company if sent by telegram,
or when the Company receives notice of delivery if electronically transmitted.
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 6. 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 5 of this Article III.
Section 7. 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 regulation of the Office
or by these bylaws.
Section 8. 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 9. 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 or the president. Unless otherwise specified, such
resignation shall take effect upon receipt by the chairman of the board or the
president. More than three consecutive absences from regular meetings of the
board of directors, unless excused by resolution of the board of directors,
shall automatically constitute a resignation, effective when such resignation is
accepted by the board of directors.
6
<PAGE>
Section 10. Vacancies. Any vacancy occurring on the board of directors may
be filled by the affirmative vote of a majority of the remaining directors
although less than a quorum of the board of directors. A director elected to
fill a vacancy shall be elected to serve only until the next election of
directors by the shareholders. Any directorship to be filled by reason of an
increase in the number of directors may be filled by election by the board of
directors for a term of office continuing only until the next election of
directors by the shareholders.
Section 11. Compensation. Directors, as such, may receive a stated salary
for their services. By resolution of the board of directors, a reasonable fixed
sum, and reasonable expenses of attendance, if any, may be allowed for
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
attendance at committee meetings as the board of directors may determine.
Section 12. 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 13. Removal of Directors. At a meeting of shareholders called
expressly for that purpose, any director may be removed only for cause by a vote
of the holders of a majority of the shares then entitled to vote at an election
of directors. If less than the entire board is to be removed, no one of the
directors may be removed if the votes cast against the removal would be
sufficient to elect a director if then cumulatively voted at an election of the
class of directors of which such director is a part. 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.
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 the chief executive officer and two or
more of the other directors to constitute an executive committee. The
designation of any committee pursuant to this Article IV and the delegation of
authority shall not operate to relieve the board of directors, or any director,
of any responsibility imposed by law or regulation.
7
<PAGE>
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 shareholders 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 until the next
regular annual meeting of the board of directors following his or her
designation and until a successor is designated as a member of the executive
committee.
Section 4. Meetings. Regular meetings of the executive committee may be
held without notice at such times and places as the executive committee may fix
from time to time by resolution. Special meetings of the executive committee may
be called by any member thereof upon not less than one day's notice stating the
place, date, and hour of the meeting, 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.
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
8
<PAGE>
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. The executive committee shall elect a presiding
officer from its members and may fix its own rules of procedure which shall not
be inconsistent with these bylaws. It shall keep regular minutes of its
proceedings and report the same to the board of directors for its information at
the meeting held next after the proceedings shall have occurred.
Section 10. Other Committees. The board of directors may by resolution
establish an audit, loan, or other 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.
ARTICLE V - Officers
Section 1. Positions. The officers of the Company shall be a president, one
or more vice presidents, a secretary, and a treasurer or comptroller, 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 offices of the secretary
and treasurer or comptroller may be held by the same person and a vice president
may also be either the secretary or the treasurer or comptroller. The board of
directors may designate one or more vice presidents as executive vice president
or senior vice president. 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 offices.
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 shareholders. If the election of officers is not held
at such meeting, such election shall be held as soon thereafter as possible.
Each officer shall hold office until a successor has been duly elected and
qualified or until the officer's death, resignation, or removal in the manner
hereinafter provided. Election or appointment of an officer, employee, or agent
shall not of itself create contractual rights. The board of directors may
authorize the Company to enter into an employment contract with any officer in
accordance with regulations of the Office; 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.
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.
9
<PAGE>
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.
ARTICLE VI - Contracts, Loans, Checks, and Deposits
Section 1. Contracts. To the extent permitted by regulations of the Office,
and except as otherwise prescribed by these bylaws with respect to certificates
for shares, the board of directors may authorize any officer, employee, or agent
of the Company to enter into any contract or execute and deliver any instrument
in the name of and on behalf of the Company. Such authority may be general or
confined to specific instances.
Section 2. Loans. No loans shall be contracted on behalf of the Company and
no evidence of indebtedness shall be issued in its name unless authorized by the
board of directors. Such authority may be general or confined to specific
instances.
Section 3. Checks, Drafts, Etc. All checks, drafts, or other orders for the
payment of money, notes, or other evidences of indebtedness issued in the name
of the Company shall be signed by one or more officers, employees or agents of
the Company in such manner as shall from time to time be determined by the board
of directors.
Section 4. Deposits. All funds of the Company not otherwise employed may be
deposited from time to time to the credit of the Company in any duly authorized
depositories as the board of directors may select.
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 signatures of
such officers upon a certificate may be facsimiles if the certificate is
manually signed on behalf of a transfer agent or a registrar other than the
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 cancelled and
no new certificate shall be issued until the former certificate for a like
number of shares has been surrendered and cancelled, except that in the case of
a lost
10
<PAGE>
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
The fiscal year of the Company shall end on the 31st day of December of
each year. The appointment of accountants shall be subject to annual
ratification by the shareholders.
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.
ARTICLE X - Corporate Seal
The board of directors shall provide a Company 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 shall be effective after: (i) approval of the amendment by a majority
vote of the authorized board of directors, or by a majority vote of the votes
cast by the shareholders of the Company at any legal meeting, and (ii) receipt
of any applicable regulatory approval. When the Company fails to meet its quorum
requirements, solely due to vacancies on the board, then the affirmative vote of
a majority of the sitting board will be required to amend the bylaws.
11
<PAGE>
(FORM OF STOCK CERTIFICATE - FRONT SIDE)
NUMBER SHARES
COMMON STOCK CUSIP
See reverse for
certain definitions
COMMUNITY SAVINGS BANKSHARES, INC.
CHARTERED UNDER THE LAWS OF THE UNITED STATES OF AMERICA
This certifies that ___________________________________ is the owner of
_________________ fully paid and non-assessable shares of the Common Stock, par
value $1.00 per share, of Community Savings Bankshares, Inc., a federally
chartered corporation.
The shares evidenced by this certificate are transferable only on the books
of the Community Savings Bankshares, Inc. by the holder hereof, in person or by
attorney, upon surrender of this certificate properly endorsed. The interest in
Community Savings Bankshares, Inc. evidenced by this certificate may not be
retired or withdrawn except as provided in the Rules and Regulations promulgated
by the Office of Thrift Supervision and the Charter and Bylaws of Community
Savings Bankshares, Inc. and the capital stock evidenced hereby is not an
account of an insurable type and is not insured by the Federal Deposit Insurance
Corporation. This certificate is not valid unless countersigned by the Transfer
Agent and registered by the Registrar.
IN WITNESS WHEREOF, the Corporation has caused this Certificate to be
executed by the facsimile signature of its duly authorized officers and has
caused its facsimile seal to be affixed hereto.
Dated:
(SEAL)
- - ------------- --------------------------------------
Deborah M. Rousseau James B. Pittard, Jr.
Secretary President and Chief Executive Officer
<PAGE>
(FORM OF STOCK CERTIFICATE - BACK SIDE)
Until October 24, 1999, the shares evidenced by this Certificate are
subject to a limitation contained in the Charter to the effect that in no event
shall any record owner of any outstanding Common Stock which is beneficially
owned directly or indirectly, by a person who beneficially owns in excess of 10%
of the outstanding shares of Common Stock (the "Limit"), other than ComFed,
M.H.C., be entitled or permitted to any vote in respect of shares held in excess
of the Limit. In addition, until October 24, 1999, the shares represented by
this Certificate may not be cumulatively voted on any matter.
The Board of Directors of the Company is authorized by resolution or
resolutions, from time to time adopted, to provide for the issuance of serial
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 any series thereof.
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
TEN ENT - as tenants by the entireties
JT TEN - as joint tenants with right of survivorship and not
as tenants in common
UNIF GIFT MIN ACT - _______________________ Custodian ___________________ under
(Cust) (Minor)
Uniform Gifts to Minors Act ________________________________________
(State)
Additional abbreviations may also be used though not in the above list.
<PAGE>
For value received, _________________ hereby sell, assign and transfer unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
TAXPAYER IDENTIFYING NUMBER OF ASSIGNEE
- - ---------------------------------------------
- - ---------------------------------------------
- - --------------------------------------------------------------------------------
(Please print or typewrite name and address including postal zip code of
assignee)
- - --------------------------------------------------------------------------------
- - --------------------------------------------------------------------------------
- - --------------------------------------------------------------------------------
__________ shares of Common Stock represented by this Certificate, and do hereby
irrevocably constitute and appoint _______________ as Attorney, to transfer the
said shares on the books of the within named corporation, with full power of
substitution.
Dated __________________,
----------------------------------
Signature
----------------------------------
Signature
NOTICE: The signature(s) to this assignment must correspond with the name(s) as
written upon the face of this Certificate in every particular, without
alteration or enlargement, or any change whatever. The signature(s) should be
guaranteed by an eligible guarantor institution (bank, stockbroker, savings and
loan association or credit union) with membership in an approved signature
medallion program, pursuant to S.E.C. Rule 17Ad-15.
<PAGE>
[Community Savings Bankshares, Inc. letterhead]
FOR IMMEDIATE RELEASE: OCTOBER 1, 1997
Contact: James B. Pittard, Jr., President and CEO or
Larry J. Baker, Senior Vice President and Treasurer
Community Savings Bankshares, Inc. and Community Savings, F. A. Announce
------------------------------------------------------------------------
Completion of Previously-Announced Reorganization and Formation
---------------------------------------------------------------
of Mid-Tier Stock Holding Company;
----------------------------------
Board Announces Dividend
------------------------
North Palm Beach, Florida, October 1, 1997. James B. Pittard, Jr.,
President and Chief Executive Officer of Community Savings Bankshares, Inc.
("Community" or the "Company" - Nasdaq - CMSV) announced that, after the close
of business on September 30, 1997, it completed the previously-announced
reorganization and formation of a mid-tier stock holding company. The
outstanding common stock of Community Savings, F. A. (the "Association") is now
the common stock of the Company, and the Association is wholly owned by the
Company. The Association's shareholders voted in favor of the reorganization at
a Special Meeting of Shareholders held on September 24, 1997.
As a result of the reorganization, each share of common stock of the
Association previously outstanding is now one share of common stock of the
Company. The common stock of the Company was substituted for the common stock of
the Association on the Nasdaq National Market; the common stock will continue to
be traded under the symbol "CMSV."
In addition, Mr. Pittard also announced that the Board of Directors of the
Company has declared a regular cash dividend of $.2250 per share for the quarter
ended September 30, 1997, payable on November 1, 1997 to shareholders of record
as of October 15, 1997. ComFed, M.H.C., the mutual holding company for the
Company, has announced that it has waived its right to receive the dividend.
Accordingly, the dividend will be paid only on the remaining shares of common
stock issued and outstanding.
"Community is glad to provide our shareholders with a strong and consistent
dividend", Mr. Pittard said.
Chartered in 1955, the Association is a federal stock savings and loan
association headquartered in North Palm Beach, Florida the deposits of which are
insured by the Federal Deposit Insurance Corporation. The Association has 19
full service offices located throughout northern Palm Beach, Martin and St.
Lucie counties. At June 30, 1997, the Association had total assets of $699.8
million, total deposits of $540.5 million and total shareholders' equity of
$78.7 million.
# # # # #
