UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-A
FOR THE REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(B) OR (G) OF THE
SECURITIES EXCHANGE ACT OF 1934
PEAPACK-GLADSTONE FINANCIAL CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
22-3537895
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(I.R.S. EMPLOYER IDENTIFICATION NO.)
158 ROUTE 206 NORTH
GLADSTONE, NEW JERSEY 07934
(908) 234-0700
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(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF REGISTRANTS' PRINCIPAL EXECUTIVE OFFICES)
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Securities to be registered pursuant to Section 12(b) of the Act:
None
If this Form relates to the registration of a class of debt securities and is
effective upon filing pursuant to General Instruction A. (c) (1), please check
the following box.
If this Form relates to the registration of a class of debt securities and is to
become effective simultaneously with the effectiveness of a concurrent
registration statement under the Securities Act of 1933 pursuant to General
Instruction A. (c) (2), please check the following box.
Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, no par value
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(Title of Class)
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED
Peapack-Gladstone Financial Corporation ("PGFC") is authorized
to issue 10,000,000 shares of common stock, no par value, which amount may be
adjusted from time to time. PGFC is incorporated under the laws of New Jersey.
Dividend Rights
The holders of PGFC common stock, are entitled to receive
dividends, when, as and if declared by the Board of Directors of PGFC out of
funds legally available. The only statutory limitation is that such dividends
may not be paid when PGFC is insolvent. Funds for the payment of dividends by
PGFC come primarily from the earnings of PGFC's bank subsidiary,
Peapack-Gladstone Bank (the "Bank"). Therefore, as a practical matter,
restrictions on the availability of the Bank to pay dividends act as
restrictions on the amount of funds available for the payment of dividends by
PGFC.
Voting Rights
At meetings of shareholders, holders of PGFC common stock are
entitled to one vote per share. The quorum for shareholders' meetings is a
majority of the outstanding shares entitled to vote represented in person or by
proxy. PGFC's Certificate of Incorporation contains certain greater-vote
requirements.
Liquidation Rights
In the event of liquidation, holders of PGFC common stock are
entitled to receive ratably any assets distributed to shareholders, except that
if shares of preferred stock of PGFC are outstanding at the time of liquidation,
such shares of preferred stock may have prior rights upon liquidation.
Assessment and Redemption
All outstanding shares of PGFC common stock are fully paid and
nonassessable. PGFC common stock is not redeemable at the option of the issuer
or the holders thereof.
Preemptive and Conversion Rights
Holders of PGFC Common Stock do not have conversion rights or
preemptive rights with respect to any securities of PGFC.
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ITEM 2. EXHIBITS
1. Certificate of Incorporation of Peapack-Gladstone Financial
Corporation
2. By-Laws of Peapack-Gladstone Financial Corporation
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SIGNATURES
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the registrants have duly caused this registration
statement to be signed on its behalf by the undersigned, thereto duly
authorized.
PEAPACK-GLADSTONE FINANCIAL CORPORATION
FRANK A. KISSEL
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By: Frank A. Kissel
President and Chief Executive Officer
Dated: December 22, 1997
CERTIFICATE OF INCORPORATION
OF
PEAPACK-GLADSTONE FINANCIAL CORPORATION
The undersigned, being over the age of eighteen years, in
order to form a corporation pursuant to the provisions of the New Jersey
Business Corporation Act, does hereby execute this Certificate of Incorporation:
ARTICLE I
CORPORATE NAME
The name of the corporation is Peapack-Gladstone Financial
Corporation.
ARTICLE II
CORPORATE PURPOSE
The purpose for which the corporation is organized is to
engage in any activity within the purposes for which corporations may be
organized under the New Jersey Business Corporation Act (the "Act").
ARTICLE III
CAPITAL STOCK
The aggregate number of shares which the corporation shall
have authority to issue is 5,000,000 shares of common stock, without nominal or
par value.
ARTICLE IV
REGISTERED AGENT AND REGISTERED ADDRESS
The address of the corporation's initial registered office is
158 Route 206 North, Gladstone, New Jersey 07934, and the name of the
corporation's initial registered agent at such address is Frank A. Kissel.
ARTICLE V
INITIAL BOARD OF DIRECTORS
The number of directors constituting the first board is twelve
(12), and the names and addresses of the persons who are to serve as such
directors are:
Name Address
Pamela Hill 158 Route 206 North
Gladstone, NJ 07934
T. Leonard Hill 158 Route 206 North
Gladstone, NJ 07934
Frank A. Kissel 158 Route 206 North
Gladstone, NJ 07934
John D. Kissel 158 Route 206 North
Gladstone, NJ 07934
James R. Lamb 158 Route 206 North
Gladstone, NJ 07934
George R. Layton 158 Route 206 North
Gladstone, NJ 07934
Edward A. Merton 158 Route 206 North
Gladstone, NJ 07934
F. Duffield Meyercord 158 Route 206 North
Gladstone, NJ 07934
John R. Mulcahy 158 Route 206 North
Gladstone, NJ 07934
Philip W. Smith III 158 Route 206 North
Gladstone, NJ 07934
Jack D. Stine 158 Route 206 North
Gladstone, NJ 07934
William Turnbull 158 Route 206 North
Gladstone, NJ 07934
The number of directors shall be governed by the by-laws of
the corporation.
ARTICLE VI
EXCULPATION AND INDEMNIFICATION
No director or officer of the corporation, or of a subsidiary
of the corporation, shall be personally liable to the corporation or to its
shareholders for damages for breach of any duty owed to the corporation or its
shareholders unless such breach of duty is based on an act or omission (a) in
breach of such person's duty of loyalty to the corporation (and/or its
subsidiary) or its shareholders; (b) not in good faith or involving a knowing
violation of law; or (c) resulting in receipt by such person of an improper
benefit.
Unless expressly prohibited by law, the corporation shall
indemnify a director or officer of the corporation or of a subsidiary of the
corporation against his reasonable expenses and all liabilities in connection
with any proceeding involving that director or officer of the corporation or a
wholly-owned subsidiary of the corporation, including a proceeding by or in the
right of the corporation or its wholly-owned subsidiary, unless such breach of
duty is based on an act or omission (a) in breach of such person's duty of
loyalty to the corporation or its stockholders; (b) not in good faith or
involving a knowing violation of law; or (c) resulting in receipt by such person
of an improper personal benefit. The corporation shall advance or pay those
reasonable expenses incurred by such director or officer in a proceeding as and
when incurred, provided, however, that the director or officer shall, as a
condition to receipt of such advances, undertake to repay all amounts advanced
if it shall finally be adjudicated that the breach of duty by the director or
officer was based upon an act or omission (a) in breach of such person's duty of
loyalty to the corporation (and/or its subsidiary) or its stockholders; (b) not
in good faith or involving a knowing violation of law; or (c) resulting in
receipt by such person of an improper personal benefit.
ARTICLE VIII
SHAREHOLDER VOTE ON CERTAIN TRANSACTIONS
In addition to any affirmative vote required by law or this
certificate of incorporation, and except as set forth below, the affirmative
vote of the holders of 80% of each class of stock of the corporation, entitled
to vote in elections of directors, shall be required for all of the following:
(i) any merger or consolidation of the corporation with or
into any other corporation, banking institution, person or entity; or
(ii) any sale, lease, exchange, mortgage, pledge, transfer or
other disposition (in one transaction or series of transactions) of assets or of
the deposit liabilities of the corporation which, in the case of either assets
or of deposit liabilities, total 10% or more of the value of the assets or of
the deposit liabilities of the corporation on a consolidated basis to any other
corporation, banking institution, person or entity; or
(iii) any sale, lease, exchange, mortgage pledge, transfer or
other disposition (in one transaction or a series of transactions) to the
corporation of any assets of any other corporation, banking institution, person
or entity in exchange for voting securities (or securities convertible into or
exchangeable for voting securities or any options, warrants or rights to
purchase any of the same) of the bank constituting (after giving effect to any
conversion, exchange or right) 5% or more of the outstanding voting securities
of the corporation; or
(iv) any reclassification of securities, or recapitalization
of the corporation proposed by, on behalf of or pursuant to any arrangement with
any other corporation, banking institution, person or entity which has the
effect, directly or indirectly, of increasing the proportionate share of the
outstanding securities of the corporation of which that other corporation,
banking institution, person or entity is the beneficial owner; or
(v) the issuance (in one transaction or a series of
transactions) to any other corporation, banking institution, person or entity,
of voting securities (or securities convertible into or exchangeable for voting
securities or any options, warrants or rights to purchase any of the same) of
the corporation constituting (after giving effect to any conversion, exchange or
right) 5% or more of the outstanding voting securities of the corporation; or
(vi) the adoption of any plan or proposal for the liquidation
or dissolution of the corporation proposed by, on behalf of or pursuant to any
arrangement with any other corporation, banking institution, person or entity;
if, in any such case, as of the record date for the determination of
stockholders entitled to notice thereof and to vote thereon or consent thereto,
such other corporation, banking institution, person or entity is: (a) the
beneficial owner, directly or indirectly, of more than 5% of the outstanding
shares of any class of stock of the corporation entitled to vote in the election
of directors or the assignee of, or otherwise the successor to, any shares of
such stock of the corporation from a corporation, banking institution, person or
entity which within the two-year period immediately prior to such record date
was a more than 5% beneficial owner (where any such assignment or succession
occurred in the course of a transaction or series of transactions not involving
a public offering within the meaning of that term under the Securities Act of
1933, as amended); or (b) is an affiliate (as defined subsequently in this
Article) of the corporation and at any time within the two-year period
immediately prior to such record date was the beneficial owner, directly or
indirectly, of more than 5% of the outstanding shares of any class of stock of
the corporation entitled to vote in the election of directors. 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 or in an agreement, if any,
with any national securities exchange or otherwise. For the purpose, but only
for the purpose of determining whether a corporation, banking institution,
person or other entity is "the beneficial owner, directly or indirectly, of more
than 5% of the outstanding shares of stock of the corporation entitled to vote
in elections of directors," within this Article: (x) any corporation, banking
institution, person or other entity shall be deemed to be the beneficial owner
of any shares of stock of the corporation (i) which it has the right to acquire
pursuant to any agreement, or upon the exercise of conversion rights, warrants
or options, or otherwise, or (ii) which are beneficially owned, directly or
indirectly (including shares deemed owned through application of clause (i),
above), by any other corporation, person or entity with which it or its
"affiliate" or "associate" (as defined below) has any agreement, arrangement or
understanding for the purpose of acquiring, holding, voting or disposing of
stock of the corporation, or which is its "affiliate" or "associate" as those
terms are defined in Rule 12b-2 of the General Rules and Regulations under the
Securities Exchange Act of 1934 as in effect on the date of this Amendment; and
(y) the outstanding shares of any class of stock of the corporation shall
include shares deemed owned through application of clauses (i) and (ii) above.
The Board of Directors of the corporation shall have the power and duty to
determine for the purposes of this Article on the basis of information known to
the corporation, whether: (i) such other corporation, banking institution,
person or other entity beneficially owns more than 5% of the outstanding shares
of any class of stock of the corporation entitled to vote in elections of
directors, (ii) a corporation, banking institution, person or entity is an
"affiliate" or "associate" (as defined above) of another, and (iii) the value of
any assets or of deposit liabilities of the corporation proposed sales, lease,
exchange, mortgage, pledge, transfer or other disposition exceed 10% of the
corporation's assets or deposit liabilities, as the case may be. Any such
determination shall be conclusive and binding for all purposes of this Article.
The provisions of this Article shall not be applicable to: (i) any merger or
consolidation of the corporation with or into any other banking institution or
corporation, or any sale or lease of assets or deposit liabilities of the
corporation to, or any sale or lease to the corporation or any subsidiary
thereof in exchange for securities of the corporation of any assets of, any
other corporation, banking institution, person or entity, if at least two-thirds
of the members of the entire Board of Directors of the corporation shall, by
resolution, have approved such transaction prior to the time that such other
corporation, banking institution, person or entity shall have become the
beneficial owner, directly or indirectly, of more than 5% of the outstanding
shares of any class of stock of the corporation entitled to vote in elections of
directors; or (ii) any merger or consolidation of the corporation or any
subsidiary thereof into or with, or any sale, lease, exchange, mortgage, pledge,
transfer or other disposition of the assets of the corporation to, any other
banking institution or corporation of which a majority of the outstanding shares
of all classes of stock entitled to vote in elections of directors is owned of
record or beneficially by the corporation and its subsidiaries (if any) and so
long as, if the corporation is not the surviving banking institution, each
beneficial owner of shares of stock of the corporation receives the same type of
consideration in such transaction and the provisions of this Article are
continued in effect or adopted by such surviving banking institution as part of
its certificate of incorporation (and its certificate of incorporation have no
provisions inconsistent with this Article as continued or adopted) or (iii) any
transaction involving the corporation or its assets or deposit liabilities
required or ordered by any Federal or state regulatory agency; provided the
Board of Directors referred to in (i) of this paragraph passing upon such
transaction shall be comprised of a majority of continuing directors, i.e.,
members of such Board who were elected by the stockholders of the corporation
prior to that time, that any such stockholder became the beneficial owner,
directly or indirectly, of more than 5% of any class of the stock of the
corporation, entitled to vote in elections of directors, or who were appointed
to succeed a continuing director by a majority of continuing directors. No
amendment to the Certificate of Incorporation of the corporation shall amend,
alter, change or repeal any of the provisions of this Article unless the
amendment effecting such amendment, alteration, change or repeal shall receive
the affirmative vote of the holders of 80% of each class of stock of the
corporation entitled to vote in elections of directors.
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ARTICLE IX
NAME AND ADDRESS OF THE INCORPORATOR
The name and address of the incorporator is Frank A. Kissel,
158 Route 206 North, Gladstone, New Jersey 07932.
IN WITNESS WHEREOF, the undersigned has executed this
Certificate of Incorporation this 14th day of August, 1997.
/S/ FRANK A. KISSEL
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Frank A. Kissel, Incorporator
BY-LAWS
OF
PEAPACK-GLADSTONE FINANCIAL CORPORATION
ARTICLE I
SHAREHOLDERS MEETINGS
1. Annual Meeting. The annual meeting of shareholders for the
election of directors and such other business as may properly come before the
meeting shall be held upon not less than 10 nor more than 60 days written notice
of the date, time, place and purposes of the meeting. The annual meeting shall
be held at 3:00 p.m. on the fourth Tuesday of April each year at the principal
place of business of the Corporation, 158 Route 206 North, Gladstone, New
Jersey, or at such other time and place as shall be fixed by the Board of
Directors.
2. Nominations for Director. Nominations for election to the
Board of Directors may be made by the Board of Directors or upon 90 days advance
written notice to the Board of Directors by any shareholder of any outstanding
class of stock of the Corporation entitled to vote for the election of
directors.
3. Special Meetings. A special meeting of shareholders may be
called for any purpose by the Chairman, Chief Executive Officer, the President
or a majority of the Board of Directors. A special meeting shall be held upon
not less than 10 nor more than 60 days written notice of the time, place and
purpose of the meeting.
4. Quorum. The holders of a majority of the outstanding common
stock represented in person or by proxy, shall constitute a quorum at any
meeting of shareholders. The majority of the shareholders at a meeting, though
less than a quorum, may adjourn any meeting. The Corporation shall not be
required to give notice of an adjourned meeting if the time and place of the
meeting are announced at the meeting from which an adjournment is taken and the
business transacted at the adjourned meeting is limited to that which might have
been transacted at the original meeting.
5. Shareholder Action. A majority of
the votes cast shall decide every question or matter submitted to the
shareholders at any meeting, unless otherwise provided by the New Jersey
Business Corporation Act, by the certificate of incorporation or by these
By-Laws.
6. Record Date. The Board of Directors shall fix a record date
for each meeting of shareholders and for other corporate action for purposes of
determining the shareholders of the corporation who are entitled to: (i) notice
of or to vote at any meeting of shareholders; (ii) give a written consent to any
action without a meeting; or (iii) receive payment of any dividend,
distribution, or allotment of any right. The record date may not be more than 60
days nor less than 10 days prior to the shareholders meeting, or other corporate
action or event to which it relates.
7. Inspectors of Election. In advance of any shareholders
meeting, the Board of Directors may appoint one or more inspectors of election
whose duty it shall be to determine the shares outstanding and the voting power
of each, the shares represented at the meeting, the existence of a quorum, and
the validity and effect of proxies. The inspectors shall receive and tabulate
all votes, except voice votes, determine the results of all such votes,
including the election of directors, and do such acts as are proper to conduct
the election or vote, including hearing and determining all challenges and
questions arising in connection with the right to vote. After any meeting, the
inspectors shall file with the Secretary of the meeting a certificate under
their hands, certifying the result of any vote or election, and in the case of
an election, the names of the directors elected. 8. Proxies. Shareholders may
vote at any meeting of the shareholders by proxies duly authorized in writing.
ARTICLE II
DIRECTORS
1. Board of Directors. The Board of Directors (the "Board")
shall have the power to manage and administer the business and affairs of the
Corporation. Except as expressly limited by these By-Laws, all powers of the
Corporation shall be vested in and may be exercised by the Board.
2. Number and Term of Office. The number of directors shall
not be less than five and not more than 25. The exact number shall be determined
by the Board. Directors shall be elected by the shareholders at each annual
meeting of shareholders and until their successors shall have been elected and
qualified. The Board shall have the right to increase the number of directors
between annual meetings and to fill vacancies so created and other vacancies
occurring for any reason.
3. Directors Emeritus and Honorary Directors. The Board may
grant the title of Director Emeritus or Honorary Director to such former
directors or other worthy individuals as it determines who will receive any
fees, entitlements, duties and powers as may be conferred by the Board in its
discretion.
4. Regular Meetings. A regular meeting of the Board, for the
purpose of electing officers and conducting any other business as may come
before the meeting, shall be held without notice after the annual shareholders
meeting and before the Board's next regular meeting. The Board shall hold a
regular meeting on the second Thursday of March, June, September, and December
and, by resolution, may provide for different or additional regular meetings.
All regular meetings shall be held in the Main Office of Peapack-Gladstone Bank,
158 Route 206 North, Gladstone, New Jersey, unless otherwise provided by the
Board. All regular meetings may be held without notice to any director, except
that a director not present at the time of the adoption of a resolution setting
forth different or additional regular meeting dates shall be entitled to notice
of those meetings.
5. Special Meetings. A special meeting of the Board may be
called for any purpose at any time by the Chairman, Chief Executive Officer, the
President or by a majority of the directors. The meeting shall be held upon not
less than one day's notice if given by telegraph or orally (either by telephone
or in person), or upon not less than three days' notice if given by depositing
the notice in the United States mails, postage prepaid. The notice shall specify
the time and place of the meeting.
6. Action Without Meeting. The Board may act without a meeting
if, prior or subsequent to the action, each member of the Board shall consent in
writing to the action. The written consent or consents shall be filed in the
minute book.
7. Quorum. A majority of the directors shall constitute a
quorum at any meeting, except when otherwise provided by the New Jersey Business
Corporation Act. However, a smaller number may adjourn any meeting and the
meeting may be held, as adjourned, without further notice. The act of the
majority present at a meeting at which a quorum is present shall be the act of
the Board, unless otherwise provided by the New Jersey Business Corporation Act,
the certificate of incorporation or these By-Laws.
8. Vacancies in Board of Directors. Any vacancy in the Board,
including a vacancy caused by an increase in the number of directors, may be
filled by the affirmative vote of a majority of the remaining directors.
9. Telephone Participation in Board Meetings. One or more
directors may participate in a meeting of the Board, or of any committee
thereof, by means of a speaker or conference telephone or similar communications
equipment which permits all persons participating in the meeting to hear each
other. Any director who is unable to attend any meeting of the Board or any
committee thereof shall have the right, upon prior written request, to
participate in the meeting by such telephone hook-up if the means are reasonably
available at the place where the meeting is to be held.
ARTICLE III
COMMITTEES OF THE BOARD
1. Executive Committee. The Board, by the vote of a majority
of the entire Board, annually shall appoint an Executive Committee composed of
at least five directors, among whom shall be the Chairman and the Chief
Executive Officer of the Corporation. At least three members or a majority of
the Committee shall not be employees of the Corporation or any of its
subsidiaries. The Executive Committee shall have and may exercise all of the
power of the Board except as otherwise provided in the New Jersey Business
Corporation Act. As provided in the New Jersey Business Corporation Act, the
Executive Committee shall not (i) make, alter or repeal any of these By-Laws;
(ii) elect or appoint any director, or remove any officer or director; (iii)
submit to shareholders any action that requires shareholders approval; and (iv)
amend or repeal any resolution theretofore adopted by the Board which by its
terms is amendable or repealable only by the Board. The Executive Committee
shall keep minutes of its meetings, and such minutes shall be submitted to the
next regular or special meeting of the Board at which a quorum is present, and
any action taken by the Board with respect thereto shall be entered in the
minutes of the Board. A majority of the directors on the Executive Committee
shall constitute a quorum for the transaction of business. The Chairman shall
serve as chairman of the Executive Committee. The Executive Committee shall
identify and select candidates for nomination to the Board and recommend those
selected to the entire Board for its approval. 2. Audit and Examining Committee.
The Board, by the vote of a majority of the entire Board, annually shall appoint
an Audit and Examining Committee composed of not less than three directors who
shall not be active officers or employees of the Corporation. This Committee
shall review significant audit and accounting principles, policies and
practices, meet with the internal auditors of Peapack-Gladstone Bank (the
"Bank"), review the report of the annual directors' examination of the Bank
conducted by the outside auditors and review examination reports and other
reports of federal regulatory agencies. 3. Compensation Committee. The Board, by
the vote of a majority of the entire Board, annually shall appoint a
Compensation Committee composed of at least five directors, none of whom shall
be an officer of the Corporation. The Compensation Committee shall approve the
salaries of Senior Officers of the Corporation and the Corporation's Profit
Sharing, Pension, Long Term Stock Incentive and other compensation plans. 4.
Other Committees. The Board may appoint, from time to time, from its own
members, ad hoc and other committees of one or more directors, for such purposes
and with such powers as the Board may determine.
ARTICLE IV
WAIVERS OF NOTICE
Any notice required by these By-Laws, by the certificate of
incorporation, or by the New Jersey Business Corporation Act may be waived in
writing by any person entitled to notice. The waiver, or waivers, may be
executed either before or after the event with respect to which the notice is
waived. Each director or shareholder attending a meeting without protesting,
prior to its conclusion, the lack of proper notice shall be deemed conclusively
to have waived notice of the meeting.
ARTICLE V
OFFICERS
1. Election. At its regular meeting following the annual
meeting of shareholders, the Board shall elect a Chief Executive Officer, a
Chairman of the Board, a President, a Vice President, a Treasurer, a Secretary,
and such other officers as it shall deem necessary. One person may hold two or
more offices.
2. Chairman of the Board. The Board shall appoint one of its
members to be Chairman of the Board to serve at the pleasure of the Board. Such
person shall preside at all meetings of the Board and of the shareholders, and
shall also have and may exercise such further powers and duties as from time to
time may be conferred or assigned by the Board or by the Chief Executive
Officer. In the Chairman's absence, the Board will designate one of the senior
officers who are members of the Board to serve as Chairman.
3. Chief Executive Officer. The Board of Directors shall
appoint one of its members to be Chief Executive Officer of the Corporation to
serve at the pleasure of the Board. The Chief Executive Officer may also hold
another office or offices in the Corporation. He shall have general authority
over all the business and affairs of the Corporation.
4. President. The Board shall appoint one of its members to be
President of the Corporation. The President shall have and may exercise any and
all powers and duties pertaining by law, regulation, or practice to the office
of president, or imposed by these By-Laws. The President shall also have and may
exercise such further powers and duties as from time to time may be conferred or
assigned by the Board or the Chief Executive Officer.
5. Vice President. The Board may appoint one or more Executive
Vice Presidents, one or more Senior Vice Presidents, and one or more Vice
Presidents. Each Vice President shall perform the duties and have the authority
as from time to time may be delegated to him by the Chief Executive Officer, by
the Board of Directors, or by these By-Laws.
6. Secretary. The Board shall appoint a Secretary who shall be
Secretary for meetings of the Board and of the Corporation, and shall keep
accurate minutes of those meetings. The Secretary shall attend to the giving of
all notices required by these By-Laws and shall be custodian of the corporate
seal, records, documents and papers of the Corporation. The Secretary also shall
have and may exercise any and all other powers and duties pertaining by law or
practice to the office of Secretary, and shall also perform such other duties as
may be assigned from time to time by the Board.
7. Treasurer. The Board shall appoint a Treasurer who shall
have custody of the funds and securities of the Corporation and shall keep or
cause to be kept regular books of the account for the Corporation. The Treasurer
shall perform such other duties and possess such other powers as are incident to
his office or as shall be assigned to him by the President or the Board.
8. Other Officers. The Board may appoint one or more Assistant
Vice Presidents, one or more Assistant Secretaries, one or more Assistant
Treasurers, and such other officers as from time to time may appear to the Board
to be required or desirable to transact the business of the Corporation. Such
officers shall respectively exercise such power and perform such duties as
pertain to their several offices, or as may be conferred upon or assigned to
them by the Board, the Chief Executive Officer, or the President.
9. Tenure of Office. The Chairman, the Chief Executive
Officer, the President, the Secretary, the Treasurer and all other officers
shall hold office for the current year for which the Board was elected, unless
they shall resign, become disqualified, or be removed. Any vacancy occurring in
the office of Chief Executive Officer, Chairman, President, Secretary or
Treasurer shall be filled promptly by the Board.
ARTICLE VI
STOCK AND STOCK CERTIFICATES
1. Transfers. Shares of stock shall be transferable on the
books of the Corporation, and a transfer book shall be kept in which all
transfers of stock shall be recorded. Every person becoming a shareholder by
such transfer shall, in proportion to his shares, succeed to all rights of the
prior holder of such shares.
2. Share Certificates. The shares of the Corporation shall be
represented by certificates signed by or in the name of the Corporation, by the
Chairman, Chief Executive Officer, or the President or a Vice President, and by
the Secretary, Treasurer, Assistant Secretary or Assistant Treasurer of the
Corporation, and may be sealed with the seal of the Corporation. Any signature
and the seal may be reproduced by facsimile. In case any officer who has signed
or whose facsimile signature has been placed upon such certificate shall have
ceased to be an officer before such certificate is issued, it may be issued by
the Corporation with the same effect as if he were such officer at the date of
its issue.
ARTICLE VII
AMENDMENTS TO AND EFFECT OF BY-LAWS; FISCAL YEAR
1. Force and Effect of By-Laws. These By-Laws are subject to
the provisions of the New Jersey Business Corporation Act and the Corporation's
certificate of incorporation, as it may be amended from time to time. If any
provision in these By-Laws is inconsistent with a provision of the Act or the
certificate of incorporation, the provisions of the Act or the certificate of
incorporation shall govern.
2. Amendments to By-Laws. These By-Laws may be altered,
amended, or repealed by the shareholders or by the Board. Any By-Law adopted,
amended, or repealed by the shareholders may be amended or repealed by the
Board, unless the resolution of the shareholders adopting such By-Law expressly
reserves to the shareholders the right to amend or repeal it.
3. Fiscal Year. The fiscal year of the Corporation shall begin
on the first day of January each year.
4. Records. The certificate of incorporation, the By-Laws and
the proceedings of all meetings of the shareholders, the Board, and standing
committees of the Board shall be recorded in appropriate minute books provided
for the purpose. The minutes of each meeting shall be signed by the Secretary or
other officer appointed to act as secretary of the meeting.
5. Inspection. A copy of the By-Laws, with all amendments
thereto, shall at all times be kept in a convenient place at the principal place
of business of the Corporation, and for a proper purpose shall be open for
inspection to any shareholder during business hours.
ARTICLE VIII
CORPORATE SEAL
The Chairman, the Chief Executive Officer, the President, any
Vice President, the Secretary, any Assistant Secretary, the Treasurer and any
Assistant Treasurer, shall have authority to affix the corporate seal to any
document requiring such seal, and to attest the same. Such seal shall be
substantially in the following form: (Impression) ( of ) (Seal )
