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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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): April 30, 1998
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MEDFORD BANCORP, INC.
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(Exact Name of Registrant as Specified in Charter)
Massachusetts 0-23435 04-3384928
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(State or Other Jurisdiction (Commission File Number) (IRS Employer
of Incorporation) Identification No.)
29 High Street, Medford, Massachusetts 02155
(Address of Principal Executive Offices)
Registrant's telephone number, including area code: (781) 395-7700
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ITEM 5. OTHER EVENTS.
Effective April 30, 1998, following stockholder approval, Medford
Bancorp, Inc. (the "Company") amended its Amended Articles of Organization by
adding a new Article VI(K), which limits the liability of the Company's
directors.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
Exhibit Description
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3.1 Amended Articles of Organization of Medford Bancorp, Inc.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
MEDFORD BANCORP, INC.
(Registrant)
Date: May 13, 1998 By: /s/ Phillip W. Wong
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Phillip W. Wong
Executive Vice President, Treasurer and
Chief Financial Officer
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EXHIBIT INDEX
Exhibit Description
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3.1 Amended Articles of Organization of Medford Bancorp, Inc.
3
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Exhibit 3.1
THE COMMONWEALTH OF MASSACHUSETTS
Examiner:
WILLIAM FRANCIS GALVIN
Secretary of the Commonwealth
One Ashburton Place, Boston, Massachusetts 02108-1512
ARTICLES OF ORGANIZATION
(General Laws, Chapter 156B)
Name
Approved
ARTICLE I
The exact name of the corporation is:
Medford Bancorp, Inc.
ARTICLE II
The purpose of the corporation is to engage in the
following business activities:
See attached Addendum A to the Articles of Organization.
C _
_
P _
_
M _
_
R.A. _
P.C.
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Note: If the space provided under any article or item on this form is
insufficient, additions shall be set forth on one side only of separate
8 1/2 x 11 sheets of paper with a left margin of at least 1 inch. Additions to
more than one article may be made on a single sheet so long as each article
requiring each addition is clearly indicated.
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ARTICLE III
State the total number of shares and par value, if any, of each class of stock
which the corporation is authorized to issue.
<TABLE>
<CAPTION>
WITHOUT PAR VALUE WITH PAR VALUE
- ------------------------------- ---------------------------------------
TYPE NUMBER OF SHARES TYPE NUMBER OF SHARES PAR VALUE
- ---- ---------------- ---- ---------------- ---------
<S> <C> <C> <C> <C>
Common: 0 Common: 15,000,000 $.50
Preferred: 0 Preferred: 5,000,000 $.50
</TABLE>
ARTICLE IV
If more than one class of stock is authorized, state a distinguishing
designation for each class. Prior to the issuance of any shares of a class, if
shares of another class are outstanding, the corporation must provide a
description of the preferences, voting powers, qualifications, and special or
relative rights or privileges of that class and of each other class of which
shares are outstanding and of each series then established within any class.
See attached Addendum B to the Articles of Organization.
ARTICLE V
The restrictions, if any, imposed by the Articles of Organization upon the
transfer of shares of stock of any class are:
None.
ARTICLE VI
**Other lawful provisions, if any, for the conduct and regulation of the
business and affairs of the corporation, for its voluntary dissolution, or for
limiting, defining, or regulating the powers of the corporation, or of its
directors or stockholders, or of any class of stockholders:
See attached Addendum C to the Articles of Organization.
** If there are no provisions state "None".
Note: The preceding six (6) articles are considered to be permanent and may
ONLY be changed by filing appropriate Articles of Amendment.
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ARTICLE VII
The effective date of organization of the corporation shall be the date
approved and filed by the Secretary of the Commonwealth. If a later effective
date is desired, specify such date which shall not be more than thirty days
after the date of filing.
ARTICLE VIII
THE INFORMATION CONTAINED IN ARTICLE VIII IS NOT A PERMANENT PART OF THE
ARTICLES OF ORGANIZATION.
a. The street address (post office boxes are not acceptable) of the
principal office of the corporation in Massachusetts is:
29 High Street, Medford Massachusetts 02155
b. The name, residential address and post office address of each director
and officer of the corporation is as follows:
NAME RESIDENTIAL ADDRESS POST OFFICE ADDRESS
President:
Treasurer: See attached Addendum D to the Articles of Organization
Clerk:
Directors:
c. The fiscal year (i.e., tax year) of the corporation shall end on the
last day of the month of: December
d. The name and business address of the resident agent, if any, of the
corporation: Eugene R. Murray, Clerk, 29 High Street, Medford, MA 02155
ARTICLE IX
By-laws of the corporation have been duly adopted and the president,
treasurer, clerk and directors whose names are set forth above, have been duly
elected.
IN WITNESS WHEREOF AND UNDER THE PAINS AND PENALTIES OF PERJURY, I/we, whose
signatures(s) appear below as incorporator(s) and whose name(s) and business or
residential address(es) are clearly typed or printed beneath each signature do
hereby associate with the intention of forming this corporation under the
provisions of General Laws, Chapter 156B and do hereby sign these Articles of
Organization as incorporator(s) this 23rd day of July, 1997.
/s/ Arthur H. Meehan
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Arthur H. Meehan
29 High Street
Medford, MA 02155
Note: If an existing corporation is acting as incorporator, type in the exact
name of the corporation, the state or other jurisdiction where it was
incorporated, the name of the person signing on behalf of said corporation and
the title he/she holds or other authority by which such action is taken.
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ADDENDUM A
TO THE
ARTICLES OF ORGANIZATION
OF
MEDFORD BANCORP, INC.
ARTICLE II
A. To acquire, invest in or hold stock in any subsidiary permitted under
(i) the Bank Holding Company Act of 1956, and (ii) Massachusetts
General Laws, Chapter 167A, as such statutes may be amended from time
to time, and to engage in any other activity or enterprise permitted to
a bank holding company under said statutes or other applicable
law.
B. To buy, sell, invest in, hold and deal in property of every nature and
description, real and personal, tangible and intangible permissible for
such a corporation.
C. To carry on any business or other activity which may be lawfully
carried on by a corporation organized under the Business Corporation
Law of the Commonwealth of Massachusetts, whether or not related to
those referred to in the foregoing paragraphs.
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ADDENDUM B
TO THE
ARTICLES OF ORGANIZATION
OF
MEDFORD BANCORP, INC.
ARTICLE IV. Capital Stock.
The total number of shares of all classes of capital stock which
Medford Bancorp, Inc. ("Bancorp") is authorized to issue is 20,000,000 shares,
of which 15,000,000 shares shall be common stock, $.50 par value per share, and
5,000,000 shares shall be preferred stock, $.50 par value per share. The shares
may be issued by Bancorp from time to time by a vote of its Board of Directors
without the approval of its stockholders. Upon payment of lawful 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 Bancorp which is transferred to
stated capital upon the issuance of shares as a stock dividend shall be deemed
to be the consideration for their issuance.
A description of the different classes and series of Bancorp's capital
stock and a statement of the designations and the relative rights, preferences
and limitation of the shares of each class and series of capital stock are as
follows:
A. Common Stock. Except as provided by law or in this Article IV (or in
any supplemental sections hereto or in any certificate of establishment of any
series of preferred stock), 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. There shall be no
cumulative voting rights in the election of Directors.
If 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 a sinking fund or a 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; but only when and
as declared by the Board of Directors.
In the event of any liquidation, dissolution or winding up of Bancorp,
after there shall have been paid to or set aside for the holders of any class
having preference over the common stock in the event of liquidation, dissolution
or winding up of Bancorp the full preferential amounts to which they are
respectively entitled, the holders of the common stock, and of any class or
series of stock entitled to participate in whole or in part therewith as to
distribution of
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assets, shall be entitled, after payment or provision for payment of all debts
and liabilities of Bancorp, to receive the remaining assets of Bancorp available
for distribution, in cash or in kind, in proportion to their holdings.
B. Preferred Stock. The Board of Directors of Bancorp is authorized by
vote or votes, from time to time adopted, to provide for the issuance of
preferred stock in one or more series and to fix and state the voting powers,
designations, preferences and relative participating, optional or other special
rights of the shares of each series and the qualifications, limitations, and
restrictions thereof, including, but not limited to, determination of one or
more of the following:
(1) The distinctive serial designation and the number of
shares constituting such series;
(2) The dividend rates 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 or dates, the payment date or dates for
dividends and the participating or other special rights, if any, with
respect to dividends;
(3) The voting powers, if any, of shares of such series;
(4) Whether the shares of such series shall be redeemable and,
if so, the price or prices at which, and the terms and conditions on
which, such shares may be redeemed;
(5) The amount or amounts payable upon the shares of such
series in the event of voluntary or involuntary liquidation,
dissolution or winding up of Bancorp;
(6) 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 or prices
at which such shares may be redeemable or purchased through the
application of such fund;
(7) Whether the shares of such series shall be convertible
into, or exchangeable for, shares of any other class or classes or of
any other series of the same or any other class or classes of stock of
Bancorp, and if so convertible or exchangeable, the conversion price or
prices, or the rate or rates 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;
(8) The price or other consideration for which the shares of
such series shall be issued; and
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(9) Whether the shares of such series which are redeemed or
converted shall have the status of authorized but unissued shares of
preferred stock and whether such shares may be reissued as shares of
the same or any other series of stock.
Unless otherwise provided by law, any such vote shall become effective
when Bancorp files with the Secretary of State of the Commonwealth of
Massachusetts a certificate of establishment of one or more series of preferred
stock signed by the President or any Vice President and by the Clerk, Assistant
Clerk, Secretary or Assistant Secretary of Bancorp, setting forth a copy of the
vote of the Board of Directors establishing and designating the series and
fixing and determining the relative rights and preferences thereof, the date of
adoption of such vote and a certification that such vote was duly adopted by the
Board of Directors.
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ADDENDUM C
TO THE
ARTICLES OF ORGANIZATION
OF
MEDFORD BANCORP, INC.
ARTICLE VI(A). Certain Business Combinations.
SECTION 1. Vote Required for Certain Business Combinations.
A. Required Vote for Certain Business Combinations. In addition to any
affirmative vote required by the Massachusetts General Laws or by these Articles
of Organization, and except as otherwise expressly provided in Section 2 of this
Article VI(A):
(1) any merger or consolidation of Bancorp or any Subsidiary
(as hereinafter defined) with (a) any Interested Stockholder (as
hereinafter defined) or (b) any other corporation or entity (whether or
not itself an Interested Stockholder) which is, or after such merger or
consolidation would be, an Affiliate (as hereinafter defined) of an
Interested Stockholder;
(2) any sale, lease, exchange, mortgage, pledge, transfer or
other disposition (in one transaction or a series of transactions) to
or with any Interested Stockholder or any Affiliate of any Interested
Stockholder of any assets of Bancorp or any Subsidiary having an
aggregate Fair Market Value (as hereinafter defined) of $1,000,000 or
more;
(3) the issuance or transfer by Bancorp or any Subsidiary (in
one transaction or a series of transactions) of any securities of
Bancorp or any Subsidiary to any Interested Stockholder or any
Affiliate of any Interested Stockholder in exchange for cash,
securities, or other property (or a combination thereof) having an
aggregate Fair Market Value of $1,000,000 or more;
(4) the adoption of any plan or proposal for the liquidation
or dissolution of Bancorp proposed by or on behalf of any Interested
Stockholder or any Affiliate of any Interested Stockholder; or
(5) any reclassification of securities (including any reverse
stock split), any recapitalization of Bancorp, any merger or
consolidation of Bancorp with any of its Subsidiaries or any other
transaction (whether or not with or into or otherwise involving any
Interested Stockholder) which has the effect, directly or indirectly,
of increasing the proportion of the outstanding shares of any class of
equity or convertible securities of Bancorp or any Subsidiary which is
directly or indirectly owned by any Interested Stockholder or any
Affiliate of any Interested Stockholder;
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shall require (subject to Section 2 of this Article VI(A)) the affirmative vote
of the holders of at least eighty percent of the voting power of the then
outstanding shares of capital stock of Bancorp entitled to vote generally in the
election of directors (the "Voting Stock"), voting together as a single class.
Such affirmative vote shall be required notwithstanding the fact that no vote
may be required or that a lesser percentage may be specified by law.
B. Definition of "Business Combination." The term "Business
Combination" as used in this Article VI(A) shall mean any transaction which is
referred to in any one or more of clauses (1) through (5) of Paragraph A of this
Section 1.
SECTION 2. When Higher Vote is Not Required.
The provisions of Section 1 of this Article VI(A) shall not be
applicable to any particular Business Combination, and such Business Combination
shall require only such affirmative vote as is required by law and any other
provision of these Articles of Organization, if all of the conditions specified
in either of the following Paragraphs A or B are met:
A. Approval by Continuing Directors. The Business Combination shall
have been approved by a majority of the Continuing Directors then in office (as
hereinafter defined); or
B. Price and Procedure Requirements. All of the following conditions
shall have been met:
(1) The aggregate amount of cash and the Fair Market Value as
of the date of the consummation of the Business Combination (the
"Consummation Date") of any consideration other than cash to be
received per share by holders of common stock in such Business
Combination shall be at least equal to the highest of the following:
(a) (if applicable) the highest per share
price (including any brokerage commissions, transfer
taxes and soliciting dealers' fees) paid by the
Interested Stockholder for any shares of common stock
acquired by it (i) within the two-year period
immediately prior to and including the first public
announcement of the proposed Business Combination
(the "Announcement Date") or (ii) in the transaction
in which it became an Interested Stockholder,
whichever is higher;
(b) the highest Fair Market Value per share
of common stock on any date during the one-year
period prior to and including the Announcement Date;
and
(c) (if applicable) the price per share
equal to the product of (i) the Fair Market Value per
share of common stock on the Announcement Date or on
the date on which the Interested Stockholder
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became an Interested Stockholder (such later date is
referred to in this Article VI(A) as the
"Determination Date"), whichever is higher,
multiplied by (ii) the ratio of (x) the highest per
share price (including any brokerage commissions,
transfer taxes and soliciting dealers' fees) paid by
the Interested Stockholder for any shares of common
stock acquired by it within the two-year period
immediately prior to and including the Announcement
Date to (y) the Fair Market Value per share of common
stock on the first day in such two-year period upon
which the Interested Stockholder acquired any shares
of common stock.
(2) The aggregate amount of the cash and the Fair Market Value
as of the Consummation Date of the Business Combination of
consideration other than cash to be received per share by holders of
shares of any other class of outstanding Voting Stock shall be at least
equal to the highest of the following (it being intended that the
requirements of this Paragraph B(2) shall be required to be met with
respect to every other class of outstanding Voting Stock, whether or
not the Interested Stockholder has previously acquired any shares of a
particular class of Voting Stock):
(a) (if applicable) the highest per share
price (including any brokerage commissions, transfer
taxes and soliciting dealers' fees) paid by the
Interested Stockholder for any shares of such class
of Voting Stock acquired by it (i) within the
two-year period immediately prior to and including
the Announcement Date or (ii) in the transaction in
which it became an Interested Stockholder, whichever
is higher;
(b) (if applicable) the highest preferential
amount per share which the holders of shares of such
class of Voting Stock are entitled to receive from
Bancorp in the event of any voluntary or involuntary
liquidation, dissolution or winding up of Bancorp;
(c) the highest Fair Market Value per share
of such class of Voting Stock on any date during the
one-year period prior to and including the
Announcement Date; and
(d) (if applicable) the price per share
equal to the product of (i) the Fair Market Value per
share of such class of Voting Stock on the
Announcement Date or on the Determination Date,
whichever is higher, multiplied by (ii) the ratio of
(x) the highest per share price (including any
brokerage commissions, transfer taxes and soliciting
dealers' fees) paid by the Interested Stockholder for
any shares of such class of Voting Stock acquired by
it within the two-year period immediately prior to
and including the Announcement Date to (y) the Fair
Market Value per share of such class of Voting Stock
on the first day in such two-year period
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upon which the Interested Stockholder acquired any
shares of such class of Voting Stock.
(3) The consideration to be received by holders of a
particular class of outstanding Voting Stock (including common stock)
shall be in cash or in the same form as the Interested Stockholder has
previously paid for shares of such class of Voting Stock. If the
Interested Stockholder has paid for shares of any class of Voting Stock
with varying forms of consideration, the form of consideration for such
class of Voting Stock shall be either cash or the form used to acquire
the largest number of shares of such class of Voting Stock previously
acquired by it.
(4) After such Interested Stockholder has become an Interested
Stockholder and prior to the consummation of any such Business
Combination:
(a) there shall have been (i) no failure to
declare and pay at regular dates therefor the full
amount of any dividends (whether or not cumulative)
payable on any class or series having a preference
over the common stock of Bancorp as to dividends or
upon liquidation, except as approved by a majority of
the Continuing Directors; (ii) no reduction in the
annual rate of dividends paid on the common stock
(except as necessary to reflect any subdivision of
the common stock), except as approved by a majority
of the Continuing Directors; and (iii) an increase in
such annual rate of dividends as necessary to reflect
any reclassification (including any reverse stock
split), recapitalization, reorganization or any
similar transaction which has the effect of reducing
the number of outstanding shares of the common stock,
unless the failure to so increase such annual rate is
approved by a majority of the Continuing Directors;
and
(b) such Interested Stockholder shall have
not become the beneficial owner of any additional
shares of Voting Stock except as part of the
transaction which results in such Interested
Stockholder's becoming an Interested Stockholder.
(5) After such Interested Stockholder has become an Interested
Stockholder, such Interested Stockholder shall not have received the
benefit, directly or indirectly (except proportionately as a
stockholder), of any loans, advances, guarantees, pledges or other
financial assistance or any tax credits or other tax advantages
provided by Bancorp, whether in anticipation of or in connection with
such Business Combination or otherwise, unless such transaction shall
have been approved or ratified by a majority of the Continuing
Directors after such person shall have become an Interested
Stockholder.
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(6) A proxy or information statement describing the proposed
Business Combination and complying with the requirements of the
Securities Exchange Act of 1934 and the rules and regulations
thereunder (or any subsequent provisions replacing such Act, rules or
regulations) shall be mailed to public stockholders of Bancorp at least
twenty days prior to the consummation of such Business Combination
(whether or not such proxy or information statement is required to be
mailed pursuant to such Act or subsequent provisions).
SECTION 3. Certain Definitions.
For the purpose of these Articles of Organization:
A. A "person" shall mean an individual, a group acting in concert, a
corporation, a partnership, a limited liability company, an association, a joint
stock company, a trust, a business trust, a government or political subdivision,
any unincorporated organization and any similar association or entity.
B. "Interested Stockholder" shall mean any person (other than Bancorp
or any Subsidiary) who or which:
(1) is the beneficial owner, directly or indirectly, of more
than ten percent of the voting power of the then outstanding shares of
Voting Stock;
(2) is an Affiliate of Bancorp and at any time within the
two-year period immediately prior to and including the date in question
was the beneficial owner, directly or indirectly, of ten percent of
more of the voting power of the then outstanding shares of Voting
Stock; or
(3) is an assignee of or has otherwise succeeded to the
beneficial ownership of any shares of Voting Stock which were at any
time within the two-year period immediately prior to and including the
date in question beneficially owned by any Interested Stockholder, if
such assignment or succession shall have occurred in the course of a
transaction or series of transactions not involving a public offering
within the meaning of the Securities Act of 1933 and such assignment or
succession was not approved by a majority of the Continuing Directors.
C. A person shall be a "beneficial owner" of any shares of Voting
Stock:
(1) which such person or any of its Affiliates or Associates,
directly or indirectly, has or shares with respect to the Voting Stock
(a) the right to acquire or direct the acquisition of (whether such
right is exercisable immediately or only after the passage of time or
upon the satisfaction of any conditions or both), pursuant to any
agreement, arrangement or understanding or upon the exercise of any
conversion rights, warrants, or options or otherwise; (b) the right to
vote, or direct the voting of,
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pursuant to any agreement, arrangement or understanding or otherwise;
or (c) the right to dispose of or transfer or direct the disposition or
transfer of, pursuant to any agreement, arrangement, understanding or
otherwise; or
(2) which are beneficially owned, directly or indirectly, by
any other person with which such person or any of its Affiliates or
Associates has any agreement, arrangement, or understanding for the
purpose of acquiring, holding, voting or disposing of any shares of
Voting Stock.
D. For the purpose of determining whether a person is an Interested
Stockholder pursuant to Paragraph B of this Section 3, the number of shares of
Voting Stock deemed to be outstanding shall include shares deemed owned by such
person through application of Paragraph C of this Section 3 but shall not
include any other shares of Voting Stock which may be issuable pursuant to any
agreement, arrangement or understanding, or upon exercise of conversion rights,
warrants or options or otherwise.
E. "Affiliate" or "Associate" shall have the respective meanings
ascribed to such terms in Rule 12b-2 of the General Rules and Regulations under
the Securities Exchange Act of 1934, as amended.
F. "Subsidiary" means any corporation of which a majority of any class
of equity security is owned, directly or indirectly, by Bancorp; provided,
however, that for the purposes of the definition of Interested Stockholder set
forth in Paragraph B of this Section 3, the term "Subsidiary" shall mean only a
corporation of which a majority of each class of equity security is owned,
directly or indirectly, by Bancorp.
G. "Continuing Director" means any member of the Board of Directors of
Bancorp (the "Board") who is not an Affiliate or Associate of the Interested
Stockholder and was a member of the Board prior to the time that the Interested
Stockholder became an Interested Stockholder, and any successor of a Continuing
Director who is not an Affiliate or Associate of the Interested Stockholder and
is recommended to succeed a Continuing Director by a majority of Continuing
Directors then on the Board.
H. "Fair Market Value" means:
(1) in the case of stock, the highest closing sale price
during the thirty-day period immediately preceding the date in question
of a share of such stock on the principal United States securities
exchange registered under the Securities Exchange Act of 1934 on which
such stock is listed, or, if such stock is not listed on any such
exchange, the highest closing bid quotation with respect to a share of
such stock during the thirty-day period preceding the date in question
on the National Association of Securities Dealers Automated Quotation
System or any comparable system then in use, or if no such quotations
are available, the fair market value on the date in question of a
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share of such stock as determined by at least a majority of the
Continuing Directors of the Board in good faith; and
(2) in the case of property other than cash or stock, the fair
market value of such property on the date in question as determined by
at least a majority of the Continuing Directors of the Board in good
faith.
I. "Group Acting in Concert" shall mean persons seeking to combine or
pool their voting or other interests in the securities of Bancorp for a common
purpose, pursuant to any contract, understanding, relationship, agreement or
other arrangement, whether written, oral or otherwise, or any "group of persons"
as defined under Section 13(d) of the Securities Exchange Act of 1934. When
persons act together for any such purpose, their group is deemed to have
acquired their stock.
J. In the event of any Business Combination in which Bancorp survives,
the phrase "other consideration to be received" as used in Paragraphs B(1) and
(2) of Section 2 of this Article VI(A) shall include the shares of common stock
and/or the shares of any other class of outstanding Voting Stock retained by the
holders of such shares.
SECTION 4. Powers of the Board of Directors.
A majority of the Directors of Bancorp (or, if there is an Interested
Stockholder, a majority of the Continuing Directors then in office) shall have
the power to determine for the purposes of this Article VI (A), on the basis of
information known to them after reasonable inquiry, (A) whether a person is an
Interested Stockholder, (B) the number or percentage of any class of securities
beneficially owned by any person, (C) whether a person is an Affiliate or
Associate of or is affiliated or associated with another, (D) whether the
requirements of Section 2 of this Article VI(A) have been met with respect to
any Business Combination, (E) whether the assets which are the subject of any
Business Combination have, or the consideration to be received for the issuance
or transfer of securities by Bancorp or any Subsidiary in any Business
Combination has, an aggregate Fair Market Value of $1,000,000 or more and (F)
any other matters of interpretation arising under this Article VI(A). The good
faith determination of a majority of the Directors (or, if there is an
Interested Stockholder, a majority of the Continuing Directors then in office)
on such matters shall be conclusive and binding for all purposes of this Article
VI(A).
SECTION 5. No Effect on Fiduciary Obligations of Interested Stockholders.
Nothing contained in this Article VI(A) shall be construed to relieve
any Interested Stockholder from any fiduciary obligation imposed by law.
ARTICLE VI(B). Standards for Board of Directors' Evaluation of Offers.
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The Board of Directors of Bancorp, when evaluating any offer of
another person (as defined in Article VI(A) hereof) to (A) make a tender or
exchange offer for any equity security of Bancorp or any Subsidiary (as defined
in Article VI(A) hereof), (B) merge or consolidate Bancorp or any Subsidiary
with another institution or (C) purchase or otherwise acquire all or
substantially all of the properties and assets of Bancorp or any Subsidiary,
shall, in connection with the exercise of its judgment in determining what is in
the best interests of Bancorp and its stockholders, give due consideration to
all relevant factors including, without limitation, the social and economic
effects of acceptance of such offer on Bancorp's and/or any Subsidiaries'
present and future account holders, borrowers and employees; on the communities
in which Bancorp or any Subsidiary operates or is located; and on the ability of
Bancorp and its Subsidiaries to fulfill their objectives under applicable
statutes and regulations.
ARTICLE VI(C). Pre-emptive Rights.
Holders of the capital stock of Bancorp shall not be entitled to
preemptive rights with respect to any shares of the capital stock of Bancorp
which may be issued.
ARTICLE VI(D). Directors.
Bancorp shall be under the direction of a Board of Directors. The
number of Directors shall not be fewer nor more than permitted by law. The Board
of Directors shall be divided into three classes as nearly equal in number as
possible, with one class to be elected annually.
Any Director (including persons elected by Directors to fill vacancies
in the Board of Directors) may be removed from office, with or without cause, by
an affirmative vote of not less than (i) 80% of the total votes eligible to be
cast by stockholders in the election of directors at a duly constituted meeting
of stockholders called expressly for such purpose, or (ii) 66-2/3% of the
members of the Board of Directors then in office, unless at the time of such
removal there shall be an Interested Stockholder, in which case the affirmative
vote of not less than a majority of the Continuing Directors then in office
shall instead be required for removal by vote of the Board of Directors. At
least thirty days prior to such meeting of stockholders, written notice shall be
sent to the Director whose removal will be considered at the meeting.
ARTICLE VI(E). Transactions with Interested Persons.
SECTION 1. Unless entered into in bad faith or in violation of any provision of
these Articles of Organization, no contract or transaction by Bancorp shall be
void, voidable or in any way affected by reason of the fact that it is with an
Interested Person.
SECTION 2. For the purposes of this Article VI(E), "Interested Person" means any
person or organization in any way interested in Bancorp whether as a director,
officer, stockholder, employee or otherwise, and any other entity in which any
such person or organization of Bancorp is in any way interested.
C-8
<PAGE> 16
SECTION 3. Unless such contract or transaction was entered into in bad faith or
in violation of any provision of these Articles of Organization, no Interested
Person, because of such interest, shall be liable to Bancorp or to any other
person or organization for any loss or expense incurred by reason of such
contract or transaction or shall be accountable for any gain or profit realized
from such contract or transaction.
SECTION 4. The provisions of this Article VI(E) shall be operative
notwithstanding the fact that the presence of an Interested Person was necessary
to constitute a quorum at a meeting of Directors or stockholders of Bancorp at
which such contract or transaction was authorized or that the vote of an
Interested Person was necessary for the authorization of such contract or
transaction.
ARTICLE VI(F). Acting as a Partner.
Bancorp may be a partner in any business enterprise which it would have
power to conduct by itself.
ARTICLE VI(G). Stockholders' Meetings.
Meetings of stockholders may be held at such place in the Commonwealth
of Massachusetts or, if permitted by applicable law, elsewhere in the United
States as the Board of Directors may determine.
ARTICLE VI(H). Call of Special Meetings.
Special meetings of the stockholders for any purpose or purposes may be
called at any time only by the Chairman of the Board, if one is elected, the
President or by the affirmative vote of a majority of the Directors then in
office; provided, however, that if there is an Interested Stockholder, any such
call shall also require the affirmative vote of a majority of the Continuing
Directors then in office. Only those matters set forth in the call of the
special meeting may be considered or acted upon at such special meeting, unless
otherwise provided by law.
ARTICLE VI(I). Amendment of By-Laws.
The By-Laws of Bancorp may be adopted, altered, amended, changed or
repealed by the Board of Directors or the stockholders of Bancorp. Such action
by the Board of Directors shall require the affirmative vote of at least 66-2/3%
of the Directors then in office at a duly constituted meeting of the Board of
Directors, unless at the time of such action there shall be an Interested
Stockholder, in which case such action shall in addition require the affirmative
vote of at least a majority of the Continuing Directors then in office, at such
a meeting. Such action by the stockholders shall require (i) approval by the
affirmative vote of a majority of the Board of Directors of Bancorp then in
office at a duly constituted meeting of the Board of Directors, unless at the
time of such action there shall be an Interested Stockholder, in which
C-9
<PAGE> 17
case such action shall in addition require the affirmative vote of at least a
majority of the Continuing Directors then in office, at such meeting, (ii)
unless waived by the affirmative vote of the Board of Directors (and, if
applicable, Continuing Directors) specified in the preceding sentence, the
submission by the stockholders of written proposals for adopting, altering,
amending, changing or repealing the By-Laws at least sixty days prior to the
meeting at which they are to be considered and (iii) the affirmative vote of at
least 66-2/3% of the total votes eligible to be cast by stockholders in the
election of directors at a duly constituted meeting of stockholders called
expressly for such purpose.
ARTICLE VI(J). Amendment of Articles of Organization. No amendment,
addition, alteration, change or repeal of these Articles of Organization shall
be made, unless the same is first approved by the affirmative vote of a majority
of the Board of Directors of Bancorp then in office, and thereafter approved by
the stockholders by not less than 66-2/3% of the total votes eligible to be cast
at a duly constituted meeting, or, in the case of Articles I, II and VIII and
the first sentence of Article IV as set forth in Addendum B to these Articles of
Organization, by not less than a majority of the total votes eligible to be cast
at a duly constituted meeting; provided, however, that if, at any time within
the sixty day period immediately preceding the meeting at which the stockholder
vote is to be taken, there is an Interested Stockholder, such amendment,
addition, alteration, change or repeal shall also require the affirmative vote
of not less than a majority of the Continuing Directors then in office, prior to
approval by the stockholders. Notwithstanding the foregoing, to the extent that
any provision of these Articles of Organization stipulates stockholder approval
by a vote of more than 66-2/3% of the total votes eligible to be cast by
stockholders in the election of directors, and if, at any time within the sixty
day period immediately preceding the meeting at which the stockholder vote is to
be taken there is an Interested Stockholder, such provision may only be amended,
altered, changed or repealed after approval by the same vote required by such
provision, unless such amendment, alteration or repeal shall also have been
approved by the affirmative vote of not less than a majority of the Continuing
Directors then in office, in which case only the vote of 66-2/3% of the total
votes eligible to be cast by the stockholders shall be required. Unless
otherwise provided by law, any amendment, addition, alteration, change or repeal
so acted upon shall be effective on the date it is filed with the Secretary of
State of the Commonwealth of Massachusetts or on such other date as specified in
such amendment, addition, alteration, change or repeal or as the Secretary of
State may specify.
C-10
<PAGE> 18
ADDENDUM D
TO THE
ARTICLES OF ORGANIZATION
OF
MEDFORD BANCORP, INC.
ARTICLE VIII(B)
The name, residential address and post office address of each director and
officer of the corporation is as follows:
<TABLE>
<CAPTION>
NAME RESIDENTIAL ADDRESS POST OFFICE ADDRESS
<S> <C> <C> <C>
PRESIDENT: Arthur H. Meehan 5 Fox Run Road 29 High Street
Dover, MA 02030 Medford, MA 02155
TREASURER: Phillip W. Wong 8 Kelly Street 29 High Street
Medway, MA 02053 Medford, MA 02155
CLERK: Eugene R. Murray 14 Milton Street 29 High Street
E. Falmouth, MA 02536 Medford, MA 02155
DIRECTORS: Paul J. Crowley 15 Old Weston Road 29 High Street
Wayland, MA 01778 Medford, MA 02155
Edward J. Gaffey 43 High Street 29 High Street
Medford, MA 02155 Medford, MA 02155
Andrew D. Guthrie Jr., 30 Cambridge Street 29 High Street
M.D. Winchester, MA 01890 Medford, MA 02155
Edward D. Brickley 79 Mystic Valley Pkwy. 29 High Street
Winchester, MA 01890 Medford, MA 02155
Robert A. Havern III 35 Bartlett Avenue 29 High Street
Arlington, MA 02174 Medford, MA 02155
Francis D. Pizzella 13 Browning Road 29 High Street
Somerville, MA 02145 Medford, MA 02155
David L. Burke 9 Wedgemere Ave. 29 High Street
Winchester, MA 01890 Medford, MA 02155
Mary L. Doherty 87 Yale Street 29 High Street
Medford, MA 02155 Medford, MA 02155
Arthur H. Meehan 5 Fox Run Road 29 High Street
Dover, MA 02030 Medford, MA 02155
Eugene R. Murray 14 Milton Street 29 High Street
E. Falmouth, MA 02536 Medford, MA 02155
</TABLE>
D-1
<PAGE> 19
THE COMMONWEALTH OF MASSACHUSETTS
ARTICLES OF ORGANIZATION
(GENERAL LAWS, CHAPTER 156B)
================================================
I hereby certify that, upon examination of these
Articles of Organization, duly submitted to me,
it appears that the provisions of the General
Laws relative to the organization of
corporations have been complied with, and I
hereby approve said articles; and the filing
fee in the amount of $20,000 having been
paid, said articles are deemed to have been
filed with me this 23rd day of July, 1997.
Effective date: July 23, 1997
________________________________
/s/ WILLIAM FRANCIS GALVIN
WILLIAM FRANCIS GALVIN
SECRETARY OF THE COMMONWEALTH
FILING FEE: One tenth of one percent of the
total authorized capital stock, but not less
than $200.00. For the purpose of filing, shares
of stock with a par value less than $1.00, or
no par stock, shall be deemed to have a par
value of $1.00 per share.
TO BE FILLED IN BY CORPORATION
PHOTOCOPY OF DOCUMENT TO BE SENT TO:
Paul W. Lee, P.C.
_______________________________________________
Goodwin, Procter & Hoar LLP
_______________________________________________
Exchange Place, Boston, MA 02109
_______________________________________________
Telephone: (617) 570-1000
____________________________________
<PAGE> 20
FEDERAL IDENTIFICATION
NO. 04-3384928
------------------
- ------------ THE COMMONWEALTH OF MASSACHUSETTS
Examiner WILLIAM FRANCIS GALVIN
Secretary of the Commonwealth
One Ashburton Place, Boston, Massachusetts 02108-1512
CERTIFICATE OF VOTE OF DIRECTORS
ESTABLISHING A CLASS OR SERIES OF STOCK
(GENERAL LAWS, CHAPTER 156B, SECTION 26)
We, Arthur H. Meehan , *President
----------------------------------------------
and Eugene R. Murray , *Clerk
---------------------------------------------------
of Medford Bancorp, Inc.
---------------------------------------------------------------
(Exact name of corporation)
located at: 29 High Street, Medford, MA 02155
------------------------------------------------------
(Street Address of corporation in Massachusetts)
do hereby certify that at a meeting of the directors of the
corporation held on November 25, 1997 the following vote
establishing and designating a class or series of stock and
determining the relative rights and preferences thereof was duly
adopted:
See attached sheets 2A-2F.
* Delete the inapplicable words.
- ------------ Note: Votes for which the space provided above is not sufficient
P.C. should be provided on one side of separate 8 1/2 x 11 sheets of
white paper, numbered 2A, 2B, etc., with a left margin of at least
1 inch.
<PAGE> 21
VOTE OF DIRECTORS ESTABLISHING
SERIES A JUNIOR PARTICIPATING CUMULATIVE
PREFERRED STOCK
of
MEDFORD BANCORP, INC.
Pursuant to Section 26 of Chapter 156B of the General Laws of The
Commonwealth of Massachusetts:
VOTED, that pursuant to authority conferred upon and vested in the
Board of Directors by the Articles of Organization, as amended (the "Articles"),
of Medford Bancorp, Inc. (the "Corporation"), the Board of Directors hereby
establishes and designates a series of Preferred Stock of the Corporation, and
hereby fixes and determines the relative rights and preferences of the shares of
such series, in addition to those set forth in the Articles, as follows:
Section 1. DESIGNATION AND AMOUNT. The shares of such series shall be
designated as "Series A Junior Participating Cumulative Preferred Stock" (the
"Series A Preferred Stock"), and the number of shares constituting such series
shall be 200,000.
Section 2. DIVIDENDS AND DISTRIBUTIONS.
(A) (i) Subject to the rights of the holders of any shares of any
series of preferred stock (or any similar stock) ranking prior and superior to
the Series A Preferred Stock with respect to dividends, the holders of shares of
Series A Preferred Stock, in preference to the holders of shares of common stock
and of any other junior stock, shall be entitled to receive, when, as and if
declared by the Board of Directors out of funds legally available for the
purpose, quarterly dividends payable in cash on the first day of March, June,
September and December in each year (each such date being referred to herein as
a "Quarterly Dividend Payment Date"), commencing on the first Quarterly Dividend
Payment Date after the first issuance of a share or fraction of a share of
Series A Preferred Stock, in an amount per share (rounded to the nearest cent)
equal to the greater of (a) $1.00 or (b) subject to the provisions for
adjustment hereinafter set forth, 100 times the aggregate per share amount of
all cash dividends, and 100 times the aggregate per share amount (payable in
kind) of all non-cash dividends or other distributions other than a dividend
payable in shares of common stock or a subdivision of the outstanding shares of
common stock (by reclassification or otherwise), declared on the common stock
since the immediately preceding Quarterly Dividend Payment Date, or, with
respect to the first Quarterly Dividend Payment Date, since the first issuance
of any share or fraction of a share of Series A Preferred Stock. The multiple of
cash and non-cash dividends declared on the common stock to which holders of the
Series A Preferred Stock are entitled, which shall be 100 initially but which
shall be adjusted from
2A
<PAGE> 22
time to time as hereinafter provided, is hereinafter referred to as the
"Dividend Multiple." In the event the Corporation shall at any time after
September 22, 1993 (the "Rights Declaration Date") (i) declare or pay any
dividend on common stock payable in shares of common stock, or (ii) effect a
subdivision or combination or consolidation of the outstanding shares of common
stock (by reclassification or otherwise than by payment of a dividend in shares
of common stock) into a greater or lesser number of shares of common stock, then
in each such case the Dividend Multiple thereafter applicable to the
determination of the amount of dividends which holders of shares of Series A
Preferred Stock shall be entitled to receive shall be the Dividend Multiple
applicable immediately prior to such event multiplied by a fraction, the
numerator of which is the number of shares of common stock outstanding
immediately after such event and the denominator of which is the number of
shares of common stock that were outstanding immediately prior to such event.
(ii) Notwithstanding anything else contained in this paragraph (A),
the Corporation shall, out of funds legally available for that purpose, declare
a dividend or distribution on the Series A Preferred Stock as provided in this
paragraph (A) immediately after it declares a dividend or distribution on the
common stock (other than a dividend payable in shares of common stock); provided
that, in the event no dividend or distribution shall have been declared on the
common stock during the period between any Quarterly Dividend Payment Date and
the next subsequent Quarterly Dividend Payment Date, a dividend of $1.00 per
share on the Series A Preferred Stock shall nevertheless be payable on such
subsequent Quarterly Dividend Payment Date.
(B) Dividends shall begin to accrue and be cumulative on outstanding
shares of Series A Preferred Stock from the Quarterly Dividend Payment Date next
preceding the date of issue of such shares of Series A Preferred Stock, unless
the date of issue of such shares is prior to the record date for the first
Quarterly Dividend Payment Date, in which case dividends on such shares shall
begin to accrue from the date of issue of such shares, or unless the date of
issue is a Quarterly Dividend Payment Date or is a date after the record date
for the determination of holders of shares of Series A Preferred Stock entitled
to receive a quarterly dividend and before such Quarterly Dividend Payment Date,
in either of which events such dividends shall begin to accrue and be cumulative
from such Quarterly Dividend Payment Date. Accrued but unpaid dividends shall
not bear interest. Dividends paid on the shares of Series A Preferred Stock in
an amount less than the total amount of such dividends at the time accrued and
payable on such shares shall be allocated pro rata on a share-by-share basis
among all such shares at the time outstanding. The Board of Directors may fix in
accordance with applicable law a record date for the determination of holders of
shares of Series A Preferred Stock entitled to receive payment of a dividend or
distribution declared thereon, which record date shall be not more than such
number of days prior to the date fixed for the payment thereof as may be allowed
by applicable law.
Section 3. VOTING RIGHTS. In addition to any other voting rights
required by law, the holders of shares of Series A Preferred Stock shall have
the following voting rights:
(A) Subject to the provision for adjustment hereinafter set forth, each
share of Series A Preferred Stock shall entitle the holder thereof to 100 votes
on all matters submitted to a vote of the stockholders of the Corporation. The
number of votes which a holder of a share of Series A Preferred Stock is
entitled to cast, which shall initially be 100 but which may be adjusted from
time to time as hereinafter provided, is hereinafter referred to as the "Vote
Multiple." In the event
2B
<PAGE> 23
the Corporation shall at any time after the Rights Declaration Date (i) declare
or pay any dividend on common stock payable in shares of common stock, or (ii)
effect a subdivision or combination or consolidation of the outstanding shares
of common stock (by reclassification or otherwise than by payment of a dividend
in shares of common stock) into a greater or lesser number of shares of common
stock, then in each such case the Vote Multiple thereafter applicable to the
determination of the number of votes per share to which holders of shares of
Series A Preferred Stock shall be entitled shall be the Vote Multiple
immediately prior to such event multiplied by a fraction, the numerator of which
is the number of shares of common stock outstanding immediately after such event
and the denominator of which is the number of shares of common stock that were
outstanding immediately prior to such event.
(B) Except as otherwise provided herein or by law, the holders of
shares of Series A Preferred Stock and the holders of shares of common stock and
the holders of shares of any other capital stock of this Corporation having
general voting rights, shall vote together as one class on all matters submitted
to a vote of stockholders of the Corporation.
(C) Except as otherwise required by applicable law or as set forth
herein, holders of Series A Preferred Stock shall have no special voting rights
and their consent shall not be required (except to the extent they are entitled
to vote with holders of common stock as set forth herein) for taking any
corporate action.
Section 4. CERTAIN RESTRICTIONS.
(A) Whenever dividends or distributions payable on the Series A
Preferred Stock as provided in Section 2 are in arrears, thereafter and until
all accrued and unpaid dividends and distributions, whether or not declared, on
shares of Series A Preferred Stock outstanding shall have been paid in full, the
Corporation shall not:
(i) declare or pay dividends on, make any other distributions on,
or redeem or purchase or otherwise acquire for consideration
any shares of stock ranking junior (either as to dividends or
upon liquidation, dissolution or winding up) to the Series A
Preferred Stock;
(ii) declare or pay dividends on or make any other distributions on
any shares of stock ranking on a parity (either as to
dividends or upon liquidation, dissolution or winding up) with
the Series A Preferred Stock, except dividends paid ratably on
the Series A Preferred Stock and all such parity stock on
which dividends are payable or in arrears in proportion to the
total amounts to which the holders of all such shares are then
entitled;
(iii) except as permitted in subsection 4(A)(iv) below, redeem,
purchase or otherwise acquire for consideration shares of any
stock ranking on a parity (either as to dividends or upon
liquidation, dissolution or winding up) with the Series A
Preferred Stock, provided that the Corporation may at any time
redeem, purchase or otherwise acquire shares of any such
parity stock in exchange for shares of any
2C
<PAGE> 24
stock of the Corporation ranking junior (either as to
dividends or upon dissolution, liquidation or winding up) to
the Series A Preferred Stock; or
(iv) purchase or otherwise acquire for consideration any shares of
Series A Preferred Stock, or any shares of any stock ranking
on a parity (either as to dividends or upon liquidation,
dissolution or winding up) with the Series A Preferred Stock,
except in accordance with a purchase offer made in writing or
by publication (as determined by the Board of Directors) to
all holders of such shares upon such terms as the Board of
Directors, after consideration of the respective annual
dividend rates and other relative rights and preferences of
the respective series and classes, shall determine in good
faith will result in fair and equitable treatment among the
respective series or classes.
(B) The Corporation shall not permit any subsidiary of the
Corporation to purchase or otherwise acquire for consideration any shares of
stock of the Corporation unless the Corporation could, under subsection (A) of
this Section 4, purchase or otherwise acquire such shares at such time and in
such manner.
Section 5. REACQUIRED SHARES. Any shares of Series A Preferred Stock
purchased or otherwise acquired by the Corporation in any manner whatsoever
shall be retired and canceled promptly after the acquisition thereof. All such
shares shall upon their cancellation become authorized but unissued shares of
preferred stock and may be reissued as part of a new series of preferred stock
to be created by resolution or resolutions of the Board of Directors, subject to
the conditions and restrictions on issuance set forth herein.
Section 6. LIQUIDATION, DISSOLUTION OR WINDING UP. Upon any liquidation
(voluntary or otherwise), dissolution or winding up of the Corporation, no
distribution shall be made (x) to the holders of shares of stock ranking junior
(either as to dividends or upon liquidation, dissolution or winding up) to the
Series A Preferred Stock unless, prior thereto, the holders of shares of Series
A Preferred Stock shall have received an amount equal to accrued and unpaid
dividends and distributions thereon, whether or not declared, to the date of
such payment, plus an amount equal to the greater of (1) $100.00 per share or
(2) an aggregate amount per share, subject to the provision for adjustment
hereinafter set forth, equal to 100 times the aggregate amount to be distributed
per share to holders of common stock, or (y) to the holders of stock ranking on
a parity (either as to dividends or upon liquidation, dissolution or winding up)
with the Series A Preferred Stock, except distributions made ratably on the
Series A Preferred Stock and all other such parity stock in proportion to the
total amounts to which the holders of all such shares are entitled upon such
liquidation, dissolution or winding up. In the event the Corporation shall at
any time after the Rights Declaration Date (i) declare or pay any dividend on
common stock payable in shares of common stock, or (ii) effect a subdivision or
combination or consolidation of the outstanding shares of common stock (by
reclassification or otherwise than by payment of a dividend in shares of common
stock) into a greater or lesser number of shares of common stock, then in each
such case the aggregate amount per share to which holders of shares of Series A
Preferred Stock were entitled immediately prior to such event under clause (x)
of the preceding sentence shall be adjusted by multiplying such amount by a
fraction, the numerator of which is the number of shares
2D
<PAGE> 25
of common stock outstanding immediately after such event and the denominator of
which is the number of shares of common stock that were outstanding immediately
prior to such event.
Neither the consolidation of nor merging of the Corporation with or
into any other corporation or corporations, nor the sale or other transfer of
all or substantially all of the assets of the Corporation, shall be deemed to be
a liquidation, dissolution or winding up of the Corporation within the meaning
of this Section 6.
Section 7. CONSOLIDATION, MERGER, ETC. In case the Corporation shall
enter into any consolidation, merger, combination or other transaction in which
the shares of common stock are exchanged for or changed into other stock or
securities, cash and/or any other property, then in any such case the shares of
Series A Preferred Stock shall at the same time be similarly exchanged or
changed in an amount per share (subject to the provision for adjustment
hereinafter set forth) equal to 100 times the aggregate amount of stock,
securities, cash and/or any other property (payable in kind), as the case may
be, into which or for which each share of common stock is changed or exchanged,
plus accrued and unpaid dividends, if any, payable with respect to the Series A
Preferred Stock. In the event the Corporation shall at any time after the Rights
Declaration Date (i) declare or pay any dividend on common stock payable in
shares of common stock, or (ii) effect a subdivision or combination or
consolidation of the outstanding shares of common stock (by reclassification or
otherwise than by payment of a dividend in shares of common stock) into a
greater or lesser number of shares of common stock, then in each such case the
amount set forth in the preceding sentence with respect to the exchange or
change of shares of Series A Preferred Stock shall be adjusted by multiplying
such amount by a fraction, the numerator of which is the number of shares of
common stock outstanding immediately after such event and the denominator of
which is the number of shares of common stock that were outstanding immediately
prior to such event.
Section 8. REDEMPTION. The shares of Series A Preferred Stock shall not
be redeemable.
Section 9. RANKING. Unless otherwise provided in the Articles of
Organization of the Corporation or a Certificate of Vote of Directors
Establishing a Class of Stock relating to a subsequently-designated series of
preferred stock of the Corporation, the Series A Preferred Stock shall rank
junior to any other series of the Corporation's preferred stock subsequently
issued, as to the payment of dividends and the distribution of assets on
liquidation, dissolution or winding up and shall rank senior to the common
stock.
Section 10. AMENDMENT. The Articles of Organization of the Corporation
and this Certificate of Vote of Directors Establishing a Class of Stock shall
not be amended in any manner which would materially alter or change the powers,
preferences or special rights of the Series A Preferred Stock so as to affect
them adversely (within the meaning of Section 77 of Chapter 156B of the
Massachusetts General Laws) without the affirmative vote of the holders of
two-thirds or more of the outstanding shares of Series A Preferred Stock, voting
separately as a class.
Section 11. FRACTIONAL SHARES. Series A Preferred Stock may be issued
in whole shares or in any fraction of a share that is one one-hundredth
(1/100th) of a share or any integral multiple of such fraction, which shall
entitle the holder, in proportion to such holder's fractional shares,
2E
<PAGE> 26
to exercise voting rights, receive dividends, participate in distributions and
to have the benefit of all other rights of holders of Series A Preferred Stock.
In lieu of fractional shares, the Corporation may elect to make a cash payment
as provided in the Rights Agreement for fractions of a share other than one
one-hundredth (1/100th) of a share or any integral multiple thereof.
2F
<PAGE> 27
SIGNED UNDER THE PENALTIES OF PERJURY, this 26th day of November , 1997,
-------- -------------- --
/s/ Arthur H. Meehan , *President/*
- ------------------------------------------------------
/s/ Eugene R. Murray
- ----------------------------------------------------------, Clerk/*
* Delete the inapplicable words.
<PAGE> 28
THE COMMONWEALTH OF MASSACHUSETTS
CERTIFICATE OF VOTE OF DIRECTORS
ESTABLISHING A SERIES OF A CLASS OF STOCK
(GENERAL LAWS, CHAPTER 156B, SECTION 26)
===================================================
I hereby approve the within Certificate of Vote of
Directors and, the filing fee in the amount of $100
having been paid, said certificate is deemed to
have been filed with me this 26th day of November,
1997.
Effective date: ___________________________________
/s/ WILLIAM FRANCIS GALVIN
WILLIAM FRANCIS GALVIN
Secretary of the Commonwealth
TO BE FILLED IN BY CORPORATION
PHOTOCOPY OF DOCUMENT TO BE SENT TO:
Josefina R. Childress, Esq.
---------------------------------------------------
c/o Goodwin, Procter & Hoar LLP
---------------------------------------------------
Exchange Place
Boston, MA 02109
---------------------------------------------------
Telephone: (617) 570-1374
-----------------------------------------
<PAGE> 29
FEDERAL IDENTIFICATION
NO. 04-3384928
------------------
- ---------- THE COMMONWEALTH OF MASSACHUSETTS
Examiner WILLIAM FRANCIS GALVIN
Secretary of the Commonwealth
One Ashburton Place, Boston, Massachusetts 02108-1512
ARTICLES OF AMENDMENT
(GENERAL LAWS, CHAPTER 156B, SECTION 72)
- ----------
Name
Approved
We, Arthur H. Meehan , *President
----------------------------------------------
and Eugene R. Murray , *Clerk
---------------------------------------------------
of Medford Bancorp, Inc.
-----------------------------------------------------------------
(Exact name of corporation)
located at: 29 High Street, Medford, MA 02155
--------------------------------------------------------
(Street address of corporation in Massachusetts)
certify that these Articles of Amendment affecting articles
numbered:
6.
--------------------------------------------------------------------
(Number those articles 1, 2, 3, 4, 5 and/or 6 being amended)
of the Articles of Organization were duly adopted at a meeting
held on April 27 , 1998, by vote of:
--------- --
3,742,959.596 shares of Common Stock of 4,549,298 shares outstanding,
------------- ------------ ---------
(type, class & series, if any)
shares of of shares outstanding,
------------- ------------ ---------
and
(type, class & series, if any)
shares of of shares outstanding,
------------- ------------ ---------
(type, class & series, if any)
--
C --
--
P --
--
M -- 2 ** being at least two-thirds of each type, class or series
-- outstanding and entitled to vote thereon and of each type, class or
R.A. -- series of stock whose rights are adversely affected thereby:
* Delete the inapplicable words. ** Delete the inapplicable clause.
1 For amendments adopted pursuant to Chapter 156B, Section 70.
2 For amendments adopted pursuant to Chapter 156B, Section 71.
Note: If the space provided under any article or item on this form
is not sufficient, additions shall be set forth on one side only of
separate 8 1/2 X 11 sheets of paper with a left margin of at least
1 inch. Additions to more than one article may be made on a single
- ---------- sheet so long as each article requiring each addition is clearly
P.C. indicated.
<PAGE> 30
To change the number of shares and the par value (if any) of any type, class or
series of stock which the corporation is authorized to issue, fill in the
following:
The total presently authorized is:
- --------------------------------------------------------------------------------
WITHOUT PAR VALUE STOCKS WITH PAR VALUE STOCKS
- --------------------------------------------------------------------------------
TYPE NUMBER OF SHARES TYPE NUMBER OF SHARES PAR VALUE
- --------------------------------------------------------------------------------
Common: Common:
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Preferred: Preferred:
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Change the total authorized to:
- --------------------------------------------------------------------------------
WITHOUT PAR VALUE STOCKS WITH PAR VALUE STOCKS
- --------------------------------------------------------------------------------
TYPE NUMBER OF SHARES TYPE NUMBER OF SHARES PAR VALUE
- --------------------------------------------------------------------------------
Common: Common:
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Preferred: Preferred:
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
See attached Addendum for amendment to Article 6.
<PAGE> 31
ADDENDUM TO ARTICLES OF AMENDMENT OF
MEDFORD BANCORP, INC.
Article VI of the Amended Articles of Organization of Medford Bancorp, Inc. is
amended by adding the following:
ARTICLE VI(K). Limitation of Liability of Directors.
No director of Bancorp shall be personally liable to Bancorp or its
stockholders for monetary damages for breach of fiduciary duty as a director
notwithstanding any provision of law imposing such liability; provided, however,
that this Article shall not eliminate or limit any liability of a director (i)
for any breach of the director's duty of loyalty to Bancorp or its stockholders,
(ii) for acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law, (iii) under Sections 61 or 62 of the
Massachusetts Business Corporation Law, or (iv) with respect to any transaction
from which the director derived an improper personal benefit.
The provisions of this Article shall not eliminate or limit the
liability of a director of Bancorp for any act or omission occurring prior to
the date on which this Article became effective. No amendment or repeal of this
Article shall adversely affect the rights and protection afforded to a director
of Bancorp under this Article for acts or omissions occurring prior to such
amendment or repeal. If the Massachusetts Business Corporation Law is hereafter
amended to further eliminate or limit the personal liability of directors or to
authorize corporate action to further eliminate or limit such liability, then
the liability of the directors of Bancorp shall be eliminated or limited to the
fullest extent permitted by the Massachusetts Business Corporation Law as so
amended.
<PAGE> 32
The foregoing amendment(s) will become effective when these Articles of
Amendment are filed in accordance with General Laws, Chapter 156B, Section 6
unless these articles specify, in accordance with the vote adopting the
amendment, a later effective date not more than thirty days after such filing,
in which event the amendment will become effective on such later date.
Later effective date: ________________________
SIGNED UNDER THE PENALTIES OF PERJURY, this 28th day of April , 1998,
-------- -------------- --
/s/ Arthur H. Meehan , *President/*
- ------------------------------------------------------
/s/ Eugene R. Murray
- ----------------------------------------------------------, Clerk/*
* Delete the inapplicable words.
<PAGE> 33
THE COMMONWEALTH OF MASSACHUSETTS
ARTICLES OF AMENDMENT
(GENERAL LAWS, CHAPTER 156B, SECTION 72)
===================================================
I hereby approve the within Articles of Amendment
and, the filing fee in the amount of $ 100 having
been paid, said articles are deemed to have been
filed with me this 30th day of April, 1998.
Effective date: ___________________________________
/s/ WILLIAM FRANCIS GALVIN
WILLIAM FRANCIS GALVIN
Secretary of the Commonwealth
TO BE FILED IN BY CORPORATION
PHOTOCOPY OF DOCUMENT TO BE SENT TO:
Josefina Rotman Childress, Esq.
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Goodwin, Procter & Hoar LLP
Exchange Place
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Boston, MA 02109
(617) 570-1374
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