SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Form 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
August 14, 1998
Finger Lakes Financial Corp.
(Exact name of registrant as specified in its charter)
Federal 0- 16-1551047
(State or other (Commission File No.) (I.R.S. Employer
jurisdiction of Identification No.)
Registrant's telephone number, including area code:
(315) 789-3838
Not Applicable
(Former name or former address, if changed since last report)
<PAGE>
Item 1. Changes in Control of Registrant
After the close of business on August 14, 1998, Finger Lakes
Financial Corp. (the "Company") became a savings and loan holding
company in accordance with the terms of an Agreement and Plan of
Reorganization, dated December 15, 1997 (the "Agreement"), by and
between Savings Bank of the Finger Lakes, FSB (the "Bank"), a
federally-chartered stock savings bank, Finger Lakes Interim
Savings Bank ("Interim"), a federally chartered interim stock
savings bank, and the Company, a federally chartered stock
corporation. Pursuant to the Agreement: (1) the Company was
organized as a wholly owned subsidiary of the Bank; (2) Interim
was organized as a wholly owned subsidiary of the Company; (3)
Interim merged with and into the Bank, with the Bank as the
surviving institution, and (4) upon such merger, (i) the
outstanding shares of common stock, par value $.01 per share, of
the Bank became, by operation of law, on a one-for-one basis,
common stock, par value $.01 per share, of the Company, (ii) the
common stock of Interim held by the Company was converted into
common stock of the Bank and (iii) the common stock of the
Company held by the Bank was canceled. Accordingly, the Bank
became a wholly owned subsidiary of the Company and the
shareholders of the Bank, including Finger Lakes Financial
Corporation, MHC, the Bank's federally chartered mutual holding
company, became shareholders of the Company.
The Common Stock of the Bank was previously registered under
Section 12(g) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), with the Office of Thrift Supervision.
Pursuant to Rule 12g-3 promulgated under the Exchange Act, the
Company's Common Stock is deemed automatically registered under
the Exchange Act. In addition, the Common Stock of the Company
has been substituted for the Common Stock of the Bank on the
Nasdaq SmallCap Market under the symbol "SBFL."
Item 7. Financial Statements, Pro Forma Financial Information,
and Exhibits
The Index of Exhibits immediately precedes the attached
exhibits.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act
of 1934, the Registrant has duly caused this report to be signed
on its behalf by the undersigned, hereunto duly authorized.
FINGER LAKES FINANCIAL CORP.
DATE: August 14, 1998 By: /s/ Terry L. Hammond
Terry L. Hammond
Senior Vice President and
Chief Financial
Officer
<PAGE>
EXHIBIT INDEX
The following Exhibits are filed as part of this report:
Exhibit 2 Agreement and Plan of Reorganization
Exhibit 3.1 Federal Stock Charter of Finger Lakes
Financial Corp.
Exhibit 3.2 Bylaws of Finger Lakes Financial Corp.
Exhibit 4 Form of Common Stock Certificate
<PAGE>
EXHIBIT 2
<PAGE>
EXHIBIT A
SAVINGS BANK OF THE FINGER LAKES, FSB
AGREEMENT AND PLAN OF REORGANIZATION
THIS AGREEMENT AND PLAN OF REORGANIZATION, dated December
15, 1997, is by and among SAVINGS BANK OF THE FINGER LAKES, FSB,
a Federal stock savings bank (the "Bank"); FINGER LAKES
FINANCIAL, CORP., a to-be-formed federal corporation (the "Stock
Holding Company"), and FINGER LAKES INTERIM SAVINGS BANK, a to-
be-formed interim federal stock savings bank ("Interim").
The parties hereto desire to enter into an Agreement and
Plan of Reorganization whereby the corporate structure of the
Bank will be reorganized into the stock holding company form of
ownership. The result of such reorganization will be that
immediately after the Effective Date (as defined in Article V
below), all of the issued and outstanding shares of common stock,
par value $.01 per share, of the Bank will be held by the Stock
Holding Company, and the holders of the issued and outstanding
shares of common stock of the Bank will become the holders of the
issued and outstanding shares of common stock of the Stock
Holding Company.
The reorganization of the Bank will be accomplished by the
following steps: (1) the formation by the Bank of the Stock
Holding Company as a wholly owned subsidiary; (2) the formation
of Interim, an interim federal stock savings bank which will be
wholly owned by the Stock Holding Company; and (3) the merger of
Interim into the Bank, with the Bank as the surviving
corporation. Pursuant to such merger: (i) each of the issued and
outstanding shares of common stock of the Bank will be converted
by operation of law into an equal number of issued and
outstanding shares of common stock of the Stock Holding Company;
and (ii) each of the issued and outstanding shares of common
stock of Interim will automatically be converted by operation of
law into an equal number of issued and outstanding shares of
common stock of the Bank.
NOW, THEREFORE, in order to consummate this Agreement and
Plan of Reorganization, and in consideration of the mutual
covenants herein set forth, the parties agree as follows:
ARTICLE I
MERGER OF INTERIM INTO
THE BANK AND RELATED MATTERS
1.1 On the Effective Date, Interim will be merged with and
into the Bank (the "Merger") and the separate existence of
Interim shall cease, and all assets and property (real, personal
and mixed, tangible and intangible, chooses in action, rights and
credits) then owned by Interim, or which would inure to it, shall
immediately and automatically, by operation of law and without
any conveyance, transfer, or further action, become the property
of the Bank. The Bank shall be deemed to be a continuation of
Interim, and the Bank shall succeed to the rights and obligations
of Interim.
1.2 Following the Merger, the existence of the Bank shall
continue unaffected and unimpaired by the Merger, with all the
rights, privileges, immunities and powers, and subject to all the
duties and liabilities, of a corporation organized under Federal
law. The Charter and Bylaws of the Bank, as presently in effect,
shall continue in full force and effect and shall not be changed
in any manner whatsoever by the Merger.
1.3 From and after the Effective Date, and subject to the
actions of the Board of Directors of the Bank, the business
presently conducted by the Bank (whether directly or through its
subsidiaries) will continue to be conducted by it, as a wholly
owned subsidiary of Stock Holding Company, and the present
directors and officers of the Bank will continue in their present
positions. The home office and branch offices of the Bank in
existence
<PAGE>
immediately prior to the Effective Date shall continue to be the
home office and branch offices, respectively, of the Bank from
and after the Effective Date.
ARTICLE II
CONVERSION OF STOCK
2.1 The terms and conditions of the Merger, the mode of
carrying the same into effect, and the manner and basis of
converting the common stock of the Bank into common stock of the
Stock Holding Company pursuant to this Agreement shall be as
follows:
A. On the Effective Date, each share of common stock,
par value $.01 per share, of the Bank issued and outstanding
immediately prior to the Effective Date shall automatically by
operation of law be converted into and shall become one share of
Common Stock, par value $.01 per share, of the Stock Holding
Company (the "Stock Holding Company Common Stock"). Each share
of common stock of Interim issued and outstanding immediately
prior to the Effective Date shall, on the Effective Date,
automatically by operation of law be converted into and become
one share of common stock, $.01 par value per share, of the Bank
and shall not be further converted into shares of the Stock
Holding Company, so that from and after the Effective Date, all
of the issued and outstanding shares of common stock of the Bank
shall be held by the Stock Holding Company.
B. On the Effective Date, the current stock option
plans and recognition plans of the Bank (collectively, the
"Benefit Plans") shall automatically, by operation of law, be
continued as Benefit Plans of the Bank and/or the Stock Holding
Company. Each option to purchase shares of the Bank common stock
under the Bank's stock option plan outstanding at that time will
be automatically converted into an identical option, with
identical price, terms and conditions, to purchase an identical
number of shares of Stock Holding Company Common Stock in lieu of
shares of the Bank common stock. The Stock Holding Company and
the Bank may make appropriate amendments to the Benefit Plans to
reflect the adoption of the Benefit Plans as the plans of the
Stock Holding Company, without adverse effect on the Benefit
Plans and their participants.
C. From and after the Effective Date, each holder of
an outstanding certificate or certificates that, prior thereto,
represented shares of the Bank common stock, shall, upon
surrender of the same to the designated agent of the Bank, be
entitled to receive in exchange therefor a certificate or
certificates representing the number of whole shares of Stock
Holding Company Common Stock into which the shares theretofore
represented by the certificate or certificates so surrendered
shall have been converted, as provided in the foregoing
provisions of this Section 2.1. Until so surrendered, each such
outstanding certificate which, prior to the Effective Date,
represented shares of Bank common stock shall be automatically
deemed for all purposes to evidence the ownership of the equal
number of whole shares of Stock Holding Company Common Stock.
Former holders of shares of Bank common stock will not be
required to exchange their Bank common stock certificates for new
certificates evidencing the same number of shares of Stock
Holding Company Common Stock. If in the future the Stock Holding
Company determines to effect an exchange of stock certificates,
instructions will be sent to all holders of record of Stock
Holding Company Common Stock.
D. All shares of Stock Holding Company Common Stock
into which shares of the Bank common stock shall have been
converted pursuant to this Article II shall be deemed to have
been issued in full satisfaction of all rights pertaining to such
converted shares.
E. On the Effective Date, the holders of certificates
formerly representing the Bank common stock outstanding on the
Effective Date shall cease to have any rights with respect to the
stock of the Bank common stock, and their sole rights shall be
with respect to the Stock Holding Company Common Stock into which
their shares of the Bank common stock shall have been converted
by the Merger.
<PAGE>
ARTICLE III
CONDITIONS
3.1 The obligations of the Bank, Stock Holding Company and
Interim to effect the Merger and otherwise consummate the
transactions which are the subject matter hereof shall be subject
to satisfaction of the following conditions:
A. To the extent required by applicable law, rules,
and regulations, the holders of the outstanding shares of the
Bank common stock shall, at a meeting of the stockholders of the
Bank duly called, have approved this Agreement by the affirmative
vote of a majority of the outstanding shares of the Bank common
stock.
B. Any and all approvals from the OTS, the Securities
and Exchange Commission and any other state or federal
governmental agency having jurisdiction necessary for the lawful
consummation of the Merger and the issuance and delivery of Stock
Holding Company Common Stock as contemplated by this Agreement
shall have been obtained.
C. The Bank shall have received either (i) a ruling
from the Internal Revenue Service or (ii) an opinion from its
legal counsel, to the effect that the Merger will be treated as a
non-taxable transaction under applicable provisions of the
Internal Revenue Code of 1986, as amended, and that no gain or
loss will be recognized by the stockholders of the Bank upon the
exchange of the Bank common stock held by them solely for Stock
Holding Company Common Stock.
ARTICLE IV
TERMINATION
4.1 This Agreement may be terminated at the election of any
of the parties hereto if any one or more of the conditions to the
obligations of any of them hereunder shall not have been
satisfied and shall have become incapable of fulfillment and
shall not be waived. This Agreement may also be terminated at
any time prior to the Effective Date by the mutual consent of the
respective Boards of Directors of the parties.
4.2 In the event of the termination of this Agreement
pursuant to any of the foregoing provisions, no party shall have
any further liability or obligation of any nature to any other
party under this Agreement.
ARTICLE V
EFFECTIVE DATE OF MERGER
Upon satisfaction or waiver (in accordance with the
provisions of this Agreement) of each of the conditions set forth
in Article III, the parties hereto shall cause to be filed with
the OTS and applicable state authorities Articles of Combination
and such certificates or further documents as shall be required
by the OTS and applicable state law, and with such other federal
or state regulatory agencies as may be required. Upon approval
by the OTS and endorsement of such Articles of Combination by the
OTS and, if necessary, applicable state authorities, the Merger
and other transactions contemplated by this Agreement shall
become effective. The Effective Date for all purposes hereunder
shall be the date of such endorsement by the OTS.
<PAGE>
ARTICLE VI
MISCELLANEOUS
6.1 Any of the terms or conditions of this Agreement, which
may legally be waived, may be waived at any time by any party
hereto that is entitled to the benefit thereof, or any of such
terms or conditions may be amended or modified in whole or in
part at any time, to the extent authorized by applicable law, by
an agreement in writing, executed in the same manner as this
Agreement.
6.2 Any of the terms or conditions of this Agreement may be
amended or modified in whole or in part at any time, to the
extent permitted by applicable law, rules, and regulations, by an
amendment in writing, provided that any such amendment or
modification is not materially adverse to the Bank, Stock Holding
Company or their stockholders. In the event that any
governmental agency requests or requires that the transactions
contemplated herein be modified in any respect as a condition of
providing a necessary regulatory approval or favorable ruling, or
that in the opinion of counsel such modification is necessary to
obtain such approval or ruling, this Agreement may be modified,
at any time before or after adoption thereof by the stockholders
of the Bank, by an instrument in writing, provided that the
effect of such amendment would not be materially adverse to the
Bank, Stock Holding Company or their stockholders.
6.3 This Agreement shall be governed by and construed under
the laws of the United States, except insofar as state law is
deemed to apply.
IN WITNESS WHEREOF, the parties hereto have duly executed
this Agreement and Plan of Reorganization as of the date first
above written.
SAVINGS BANK OF THE FINGER LAKES
By: /s/ G. Thomas Bowers
------------------------------
G. Thomas Bowers
President and Chief Executive
Officer
FINGER LAKES FINANCIAL CORP.
(to be organized)
By: /s/ G. Thomas Bowers
------------------------------
G. Thomas Bowers
President and Chief Executive
Officer
FINGER LAKES INTERIM SAVINGS BANK
(to be organized)
By: /s/ G. Thomas Bowers
------------------------------
G. Thomas Bowers
President and Chief Executive
Officer
<PAGE>
EXHIBIT 3.1
<PAGE>
FINGER LAKES FINANCIAL CORP.
FEDERAL STOCK CHARTER
Section 1. Corporate Title. The full corporate title of
the subsidiary holding company is Finger Lakes Financial Corp.
(the "Company").
Section 2. Domicile. The domicile of the Company shall be
located in the City of Geneva in the State of New York.
Section 3. Duration. The duration of the Company is
perpetual.
Section 4. Purpose and Powers. The purpose of the Company
is to pursue any or all of the lawful objectives of a federal
mutual holding company chartered under section 10(o) of the Home
Owners' Loan Act, 12 U.S.C. 1467a(o), and to exercise all of the
express, implied, and incidental powers conferred thereby and by
all acts amendatory thereof and supplemental thereto, subject to
the Constitution and laws of the United States as they are now in
effect, or as they may hereafter be amended, and subject to all
lawful and applicable rules, regulations, and orders of the
Office of Thrift Supervision (the "Office").
Section 5. Capital Stock. The total number of shares of all
classes of capital stock which the Company has authority to issue
is 30,000,000, of which 20,000,000 shall be common stock, par
value $.01 per share, and 10,000,000 shall be preferred stock,
par value $.01 per share. The shares may be issued from time to
time as authorized by the Board of Directors without the approval
of its shareholders, except as otherwise provided in this Section
5 or to the extent that such approval is required by governing
law, rule, or regulation. The consideration for the issuance of
the shares shall be paid in full before their issuance and shall
not be less than the par value. Neither promissory notes nor
future services shall constitute payment or part payment for the
issuance of shares of the Company. The consideration for the
shares shall be cash, tangible or intangible property (to the
extent the Company would be permitted to directly invest in such
property), labor or services actually performed for the Company,
or any combination of the foregoing. In the absence of actual
fraud in the transaction, the value of such property, labor, or
services, as determined by the Board of Directors of the Company,
shall be conclusive. Upon payment of such consideration, such
shares shall be deemed to be fully paid and nonassessable. In the
case of a stock dividend, that part of the retained earnings of
the Company which is transferred to common stock or paid in
capital accounts upon the issuance of shares as a stock dividend
shall be deemed to be the consideration for their issuance.
Except for shares issuable in the initial organization of
the Company, no shares of capital stock (including shares
issuable upon conversion, exchange, or exercise of other
securities) shall be issued, directly or indirectly, to officers,
directors, or controlling persons (except for shares issued to
the parent mutual holding company) of the Company other than as
part of a general public offering or as qualifying shares to a
director, unless their issuance or the plan under which they
would be issued has been approved by a majority of the total
votes eligible to be cast at a legal meeting.
Nothing contained in this Section 5 (or in any supplementary
sections hereto) shall entitle the holders of any class or series
of capital stock to vote as a separate class or series or to more
than one vote per share. Provided, that this restriction on
voting separately by class or series shall not apply:
(i) To any provision which would authorize the holders of
preferred stock, voting as a class or series, to elect some
members of the Board of Directors, less than a majority thereof,
in the event of default in the payment of dividends on any class
or series of preferred stock;
<PAGE>
(ii) To any provision which would require the holders of
preferred stock, voting as a class or series, to approve the
merger or consolidation of the Company with another corporation,
or the sale, lease, or conveyance (other than by mortgage or
pledge) of properties or business in exchange for securities of a
corporation other than the Company if the preferred stock is
exchanged for securities of such other corporation: Provided,
that no provision may require such approval for transactions
undertaken with the assistance or pursuant to the direction of
the Office or the Federal Deposit Insurance Corporation;
(iii) To any amendment which would adversely change the
specific terms of any class or series of capital stock as set
forth in this Section 5 (or in any supplementary sections
hereto), including any amendment which would create or enlarge
any class or series ranking prior thereto in rights and
preferences. An amendment which increases the number of
authorized shares of any class or series of capital stock, or
substitutes the surviving company in a merger or consolidation
for the Company, shall not be considered to be such an adverse
change.
A description of the different classes and series (if any)
of the Company's capital stock and a statement of the
designations, and the relative rights, preferences, and
limitations of the shares of each class of and series (if any) of
capital stock are as follows:
A. Common Stock. Except as provided in this Section 5,
the holders of the common stock shall exclusively possess all
voting power. Each holder of shares of common stock shall be
entitled to one vote for each share held by such holder and shall
not be entitled to cumulate votes for the election of directors.
Whenever there shall have been paid, or declared and set
aside for payment, to the holders of the outstanding shares of
any class of stock having preference over the common stock as to
the payment of dividends, the full amount of dividends and of
sinking fund, retirement fund, or other retirement payments, if
any, to which such holders are respectively entitled in
preference to the common stock, then dividends may be paid on the
common stock and on any class or series of stock entitled to
participate therewith as to dividends out of any assets legally
available for the payment of dividends.
If at any time Finger Lakes Financial Corporation, MHC the
parent mutual holding company of the Company (the "Mutual Holding
Company") converts from the mutual-to-stock form of organization,
a liquidation account shall be established by any stock holding
company parent of the Bank, and, if required by the Office, the
Bank. Subject to such, or any other provision for a liquidation
account, in the event of any liquidation, dissolution, or winding
up of the Company, the holders of the common stock (and the
holders of any class or series of stock entitled to participate
with the common stock in the distribution of assets) shall be
entitled to receive, in cash or in kind, the assets of the
Company available for distribution remaining after: (i) payment
or provision for payment of the Company's debts and liabilities;
(ii) distributions or provision for distributions in settlement
of its liquidation account; and (iii) distributions or provisions
for distributions to holders of any class or series of stock
having preference over the common stock in the liquidation,
dissolution, or winding up of the Company. Each share of common
stock shall have the same relative rights as and be identical in
all respects with all the other shares of common stock.
B. Preferred Stock. The Company may provide in
supplementary sections to its charter for one or more classes of
preferred stock, which shall be separately identified. The shares
of any class may be divided into and issued in series, with each
series separately designated so as to distinguish the shares
thereof from the shares of all other series and classes. The
terms of each series shall be set forth in a supplementary
section to the charter. All shares of the same class shall be
identical except as to the following relative rights and
preferences, as to which there may be variations between
different series:
<PAGE>
(a) The distinctive serial designation and the number of
shares constituting such series;
(b) The dividend rate or the amount of dividends to be paid
on the shares of such series, whether dividends shall be
cumulative and, if so, from which date(s), the payment date(s)
for dividends, and the participating or other special rights, if
any, with respect to dividends;
(c) The voting powers, full or limited, if any, of the
shares of such series;
(d) Whether the shares of such series shall be redeemable
and, if so, the price(s) at which, and the terms and conditions
on which, such shares may be redeemed;
(e) The amount(s) payable upon the shares of such series in
the event of voluntary or involuntary liquidation, dissolution,
or winding up of the Company;
(f) Whether the shares of such series shall be entitled to
the benefit of a sinking or retirement fund to be applied to the
purchase or redemption of such shares, and if so entitled, the
amount of such fund and the manner of its application, including
the price(s) at which such shares may be redeemed or purchased
through the application of such fund;
(g) Whether the shares of such series shall be convertible
into, or exchangeable for, shares of any other class or classes
of stock of the Company and, if so, the conversion price(s) or
the rate(s) of exchange, and the adjustments thereof, if any, at
which such conversion or exchange may be made, and any other
terms and conditions of such conversion or exchange;
(h) The price or other consideration for which the shares
of such series shall be issued; and
(i) Whether the shares of such series which are redeemed or
converted shall have the status of authorized but unissued shares
of serial preferred stock and whether such shares may be reissued
as shares of the same or any other series of serial preferred
stock.
Each share of each series of serial preferred stock shall
have the same relative rights as and be identical in all respects
with all the other shares of the same series.
The board of directors shall have authority to divide, by
the adoption of supplementary charter sections, any authorized
class of preferred stock into series and, within the limitations
set forth in this section and the remainder of this charter, fix
and determine the relative rights and preferences of the shares
of any series so established.
Prior to the issuance of any preferred shares of a series
established by a supplementary charter section adopted by the
board of directors, the Company shall file with the Secretary to
the Office a dated copy of that supplementary section of this
charter establishing and designating the series and fixing and
determining the relative rights and preferences hereof.
Section 6. Preemptive Rights. Holders of the capital stock
of the Company shall not be entitled to preemptive rights with
respect to any shares of the Company which may be issued.
Section 7. Beneficial Ownership Limitation.
Notwithstanding anything contained in the Company's charter or
bylaws to the contrary, for a period of five years from the date
of the organization of the savings association in capital stock
form, no person other than the Mutual Holding Company shall
directly or indirectly offer to acquire or
<PAGE>
acquire the beneficial ownership of more than 10% of any class of
an equity security of the Company. This limitation shall not
apply to the purchase of shares by underwriters in connection
with a public offering, or the purchase of shares by a
tax-qualified employee stock benefit plan which is exempt from
the approval requirements under 574.3(c)(l)(vi) of the Office's
regulations.
In the event shares are acquired in violation of this
Section 7, all shares beneficially owned by any person in excess
of 10% shall be considered "excess shares" and shall not be
counted as shares entitled to vote and shall not be voted by any
person or counted as voting shares in connection with any matters
submitted to the shareholders for a vote.
For purposes of this Section 7, the following definitions
apply:
(1) The term "person" includes an individual, a group
acting in concert; a corporation, a partnership, an association,
a joint stock company, a trust, an unincorporated organization or
similar company, a syndicate or any other group formed for the
purpose of acquiring, holding or disposing of the equity
securities of the Company.
(2) The term "offer" includes every offer to buy or
otherwise acquire, solicitation of an offer to sell, tender offer
for, or request or invitation for tenders of, a security or
interest in a security for value.
(3) The term "acquire" includes every type of acquisition,
whether effected by purchase, exchange, operation of law or
otherwise.
(4) The term "acting in concert" means (a) knowing
participation in a joint activity or conscious parallel action
towards a common goal whether or not pursuant to an express
agreement, or (b) a combination or pooling of voting or other
interests in the securities of an issuer for a common purpose
pursuant to any contract, understanding, relationship, agreement
or other arrangements, whether written or otherwise.
Section 8. Call for Special Meetings. For a period of five
years from the date of the savings association's organization
into capital stock form of organization, special meetings of
shareholders relating to changes in control of the Company or
amendments to its charter shall be called only upon direction of
the Board of Directors.
Section 9. Directors. The Company shall be under the
direction of a Board of Directors. The authorized number of
directors, as stated in the Company's bylaws, shall not be less
than five or more than fifteen except when a greater number is
approved by the Director of the Office, or his or her delegate.
Section 10. Amendment of Charter. Except as provided in
Section 5 hereof, no amendment, addition, alteration, change, or
repeal of this charter shall be made, unless such is first
proposed by the Board of Directors of the Company, approved by
the shareholders by a majority of the total votes eligible to be
cast at a legal meeting, unless a higher vote is otherwise
required and approved or preapproved by the Office.
Attest: By:
/s/ Terry L. Hammond /s/ G. Thomas Bowers
Terry L. Hammond G. Thomas Bowers
Secretary of the Company President of the Company
<PAGE>
Attest: By:
/s/ Nadine Y. Washington /s/ Diana L. Garmus
Corporate Secretary Director of the Office of
Office of Thrift Supervision Thrift Supervision
<PAGE>
EXHIBIT 3.2
<PAGE>
FINGER LAKES FINANCIAL CORP.
BYLAWS
ARTICLE I. HOME OFFICE
The home office of Finger Lakes Financial Corp. (the
"Company") is 470 Exchange Street located in the County of
Ontario, City of Geneva, State of New York.
ARTICLE II. SHAREHOLDERS
Section 1. Place of Meetings. All annual and special
meetings of shareholders shall be held at the home office of the
Company or at such other convenient place in the State of New
York as the board of directors may determine.
Section 2. Annual Meeting. A meeting of the shareholders
of the Company for the election of directors and for the
transaction of any other business of the Company shall be held
annually within 150 days after the end of the Company's fiscal
year, on the fourth Thursday in April, if not a legal holiday,
and if a legal holiday, then on the next day following which is
not a legal holiday, at 11:00 a.m., or at such other date and
time within such 150-day period as the board of directors may
determine.
Section 3. Special Meetings. Special meetings of the
shareholders for any purpose or purposes, unless otherwise
prescribed by the Office of Thrift Supervision (the "Office") may
be called at any time by the chairman of the board, the
president, or a majority of the board of directors, and shall be
called by the chairman of the board, the president or the
secretary upon the written request of the holders of not less
than 10% of all the outstanding capital stock of the Company
entitled to vote at the meeting. Such written request shall state
the purpose or purposes of the meeting and shall be delivered to
the home office of the Company addressed to the chairman of the
board, the president or the secretary.
Section 4. Conduct of Meetings. Annual and special meetings
shall be conducted in accordance with the most current edition of
Robert's Rules of Order or such other procedures as the Board of
Directors shall establish, unless otherwise prescribed by
regulation of the Office. The board of directors shall
designate, when present, either the chairman of the board or
president to preside at such meetings.
Section 5. Notice of Meetings. Written notice stating the
place, day and hour of the meeting and the purpose(s) for which
the meeting is called shall be delivered not fewer than 20 nor
more than 50 days before the date of the meeting, either
personally or by mail, by or at the direction of the chairman of
the board, the president, the secretary, or the directors calling
the meeting, to each shareholder of record entitled to vote at
such meeting. If mailed, such notice shall be deemed to be
delivered when deposited in the mail addressed to the
shareholders at the address as it appears on the stock transfer
books or records of the Company as of the record date prescribed
in Section 6 of this Article II, with postage prepaid. When any
shareholders' meeting, either annual or special, is adjourned for
30 days or more, notice of the adjourned meeting shall be given
as in the case of an original meeting. It shall not be necessary
to give any notice of the time and place of any meeting adjourned
for less than 30 days or of the business to be transacted at the
meeting, other than an announcement at the meeting at which such
adjournment is taken.
Section 6. Fixing of Record Date. For the purpose of
determining shareholders entitled to notice of or to vote at any
meeting of shareholders or any adjournment thereof, or
shareholders entitled to receive payment of any dividend, or in
order to make a determination of shareholders for any other
proper purpose, the board of directors shall fix in advance a
date as the record date for any such determination of
shareholders. Such date in any case shall
<PAGE>
be not more than 60 days and, in case of a meeting of
shareholders, not fewer than 10 days prior to the date on which
the particular action, requiring such determination of
shareholders, is to be taken. When a determination of
shareholders entitled to vote at any meeting of shareholders has
been made as provided in this section, such determination shall
apply to any adjournment.
Section 7. Voting Lists. At least 20 days before each
meeting of the shareholders, the officer or agent having charge
of the stock transfer books for shares of the Company shall make
a complete list of the shareholders of record entitled to vote at
such meeting, or any adjournment thereof, arranged in
alphabetical order, with the address and the number of shares
held by each. This list of shareholders shall be kept on file at
the home office of the Company and shall be subject to inspection
by any shareholder of record or any shareholder's agent at any
time during usual business hours for a period of 20 days prior to
such meeting. Such list shall also be produced and kept open at
the time and place of the meeting and shall be subject to the
inspection by any shareholder during the entire time of the
meeting. The original stock transfer book shall constitute prima
facie evidence of the shareholders entitled to examine such list
or transfer books or to vote at any meeting of shareholders.
In lieu of making the shareholders list available for
inspection by shareholders as provided in the preceding
paragraph, the board of directors may elect to follow the
procedures described in Section 552.6(d) of the Office's
regulations as now or hereafter in effect.
Section 8. Quorum. A majority of the outstanding shares of
the Company entitled to vote, represented in person or by proxy,
shall constitute a quorum at a meeting of shareholders. If less
than a majority of the outstanding shares is represented at a
meeting, a majority of the shares so represented may adjourn the
meeting from time to time without further notice. At such
adjourned meeting at which a quorum shall be present or
represented, any business may be transacted which might have been
transacted at the meeting as originally notified. The
shareholders present at a duly organized meeting may continue to
transact business until adjournment, notwithstanding the
withdrawal of enough shareholders to constitute less than a
quorum.
If a quorum is present, the affirmative vote of the majority
of shares represented at the meeting and entitled to vote on the
subject matter shall be the act of the shareholders, unless the
vote of a greater number of shareholders voting together or
voting by classes is required by law or the Charter. Directors,
however, are elected by a plurality of the votes cat at an
election of directors.
Section 9. Proxies. At all meetings of shareholders, a
shareholder may vote by proxy executed in writing by the
shareholder or by his duly authorized attorney in fact. Proxies
may be given telephonically or electronically as long as the
holder uses a procedure for verifying the identity of the
shareholder. Proxies solicited on behalf of the management shall
be voted as directed by the shareholder or, in the absence of
such direction, as determined by a majority of the board of
directors. No proxy shall be valid more than eleven months from
the date of its execution except for a proxy coupled with an
interest.
Section 10. Voting of Shares in the Name of Two or More
Persons. When ownership stands in the name of two or more
persons, in the absence of written directions to the Company to
the contrary, at any meeting of the shareholders of the Company
any one or more of such shareholders may cast, in person or by
proxy, all votes to which such ownership is entitled. In the
event an attempt is made to cast conflicting votes, in person or
by proxy, by the several persons in whose names shares of stock
stand, the vote or votes to which those persons are entitled
shall be cast as directed by a majority of those holding such and
present in person or by proxy at such meeting, but no votes shall
be cast for such stock if a majority cannot agree.
Section 11. Voting of Shares by Certain Holders. Shares
standing in the name of another corporation may be voted by any
officer, agent or proxy as the bylaws of such corporation may
prescribe, or, in the absence of such provision, as the board of
directors of such corporation may determine. Shares held by an
administrator, executor, guardian or conservator may be voted by
him or her, either in person or by proxy, without a transfer of
such shares
<PAGE>
into his or her name. Shares standing in the name of a trustee
may be voted by him or her, either in person or by proxy, but no
trustee shall be entitled to vote shares held by him or her
without a transfer of such shares into his or her name. Shares
held in trust in an IRA or Keogh account, however, may be voted
by the Company if no other instructions are received. Shares
standing in the name of a receiver may be voted by such receiver,
and shares held by or under the control of a receiver may be
voted by such receiver without the transfer into his or her name
if authority to do so is contained in an appropriate order of the
court or other public authority by which such receiver was
appointed.
A shareholder whose shares are pledged shall be entitled to
vote such shares until the shares have been transferred into the
name of the pledgee and thereafter the pledgee shall be entitled
to vote the shares so transferred.
Neither treasury shares of its own stock held by the
Company, nor shares held by another corporation, if a majority of
the shares entitled to vote for the election of directors of such
other corporation are held by the Company, shall be voted at any
meeting or counted in determining the total number of outstanding
shares at any given time for purposes of any meeting.
Section 12. Cumulative Voting. Shareholders shall not be
entitled to cumulate their votes for election of directors.
Section 13. Inspectors of Election. In advance of any
meeting of shareholders, the board of directors may appoint any
persons other than nominees for office as inspectors of election
to act at such meeting or any adjournment. The number of
inspectors shall be either one or three. Any such appointment
shall not be altered at the meeting. If inspectors of election
are not so appointed, the chairman of the board or the president
may, or on the request of not fewer than 10% of the votes
represented at the meeting shall, make such appointment at the
meeting. If appointed at the meeting, the majority of the votes
present shall determine whether one or three inspectors are to be
appointed. In case any person appointed as inspector fails to
appear or fails or refuses to act, the vacancy may be filled by
appointment by the board of directors in advance of the meeting,
or at the meeting by the chairman of the board or the president.
Unless otherwise prescribed by regulations of the Office,
the duties of such inspectors shall include: determining the
number of shares and the voting power of each share, the shares
represented at the meeting, the existence of a quorum, and the
authenticity, validity and effect of proxies; receiving votes,
ballots, or consents; hearing and determining all challenges and
questions in any way arising in connection with the rights to
vote; counting and tabulating all votes or consents; determining
the result; and such acts as may be proper to conduct the
election or vote with fairness to all shareholders.
Section 14. Nominating Committee. The board of directors
shall act as a nominating committee for selecting the management
nominees for election as directors. Except in the case of a
nominee substituted as a result of the death or other incapacity
of a management nominee, the nominating committee shall deliver
written nominations to the secretary at least 20 days prior to
the date of the annual meeting. Upon delivery, such nominations
shall be posted in a conspicuous place in the principal place in
each office of the Company. No nominations for directors except
those made by the nominating committee shall be voted upon at the
annual meeting unless other nominations by shareholders are made
in writing and delivered to the secretary of the Company at least
five days prior to the date of the annual meeting. Upon delivery,
such nominations shall be posted in a conspicuous place in each
office of the Company. Ballots bearing the names of all persons
nominated by the nominating committee and by shareholders shall
be provided for use at the annual meeting. However, if the
nominating committee shall fail or refuse to act at least 20 days
prior to the annual meeting, nominations for directors may be
made at the annual meeting by any shareholder entitled to vote
and shall be voted upon.
Section 15. New Business. Any new business to be taken up
at the annual meeting shall be stated in writing and filed with
the secretary of the Company at least five days before the date
of the annual meeting, and all business
<PAGE>
so stated, proposed, and filed shall be considered at the annual
meeting; but no other proposal shall be acted upon at the annual
meeting. Any shareholder may make any other proposal at the
annual meeting and the same may be discussed and considered, but
unless stated in writing and filed with the secretary at least
five days before the meeting, such proposal shall be laid over
for action at an adjourned, special, or annual meeting of the
shareholders taking place 30 days or more thereafter. This
provision shall not prevent the consideration and approval or
disapproval at the annual meeting of reports of officers,
directors and committees; but in connection with such reports, no
new business shall be acted upon at such annual meeting unless
stated and filed as herein provided.
Section 16. Informal Action by Shareholders. Any action
required to be taken at a meeting of the shareholders, or any
other action which may be taken at a meeting of the shareholders,
may be taken without a meeting if consent in writing, setting
forth the action so taken, shall be given by all of the
shareholders entitled to vote with respect to the subject matter.
ARTICLE III. BOARD OF DIRECTORS
Section 1. General Powers. The business and affairs of the
Company shall be under the direction of its board of directors.
The board of directors shall annually elect a chairman of the
board and a president from among its members and shall designate,
when present, either the chairman of the board or the president
to preside at its meetings.
Section 2. Number and Term. The board of directors shall
consist of 10 members and shall be divided into three classes as
nearly as equal in number as possible. The members of each class
shall be elected for a term of three years and until their
successors are elected and qualified. One class shall be elected
by ballot annually.
Section 3. Regular Meetings. A regular meeting of the board
of directors shall be held without other notice than this bylaw
following the annual meeting of shareholders. The board of
directors may provide, by resolution, the time and place for the
holding of additional regular meetings without other notice than
such resolution.
Directors may participate in a meeting by means of
conference telephone, or similar communications device through
which all persons participating can hear each other at the same
time. Participation by such means shall constitute presence in
person for all purposes.
Section 4. Qualification. Each director shall at all times
be the beneficial owner of not less than 100 shares of capital
stock of the Company unless the Company is a wholly owned
subsidiary of a holding company.
Section 5. Special Meetings. Special meetings of the board
of directors may be called by or at the request of the chairman
of the board, the president or one-third of the directors. The
persons authorized to call special meetings of the board of
directors may fix any place within the Company's normal lending
territory, as the place for holding any special meeting of the
board of directors called by such persons.
Members of the board of directors may participate in special
meetings by means of conference telephone, or similar
communications equipment by which all persons participating in
the meeting can hear each other. Such participation shall
constitute attendance for all purposes.
Section 6. Notice. Written notice of any special meeting
shall be given to each director at least 24 hours prior thereto
when delivered personally or by telegram, or at least five days
prior thereto when delivered by mail at the address at which the
director is most likely to be reached. Such notice shall be
deemed to be delivered when deposited in the mail so addressed,
with postage prepaid if mailed, when delivered to the telegraph
company if sent by telegram, or when the Company receives notice
of delivery if electronically transmitted. Any director may
waive notice of any meeting by a writing filed with the
secretary. The attendance of a director at a meeting shall
constitute a waiver of notice of such meeting, except where a
director attends a meeting for the express purpose of objecting
<PAGE>
to the transaction of any business because the meeting is not
lawfully called or convened. Neither the business to be
transacted at, nor the purpose of, any meeting of the board of
directors need be specified in the notice or waiver of notice of
such meeting.
Section 7. Quorum. A majority of the number of directors
fixed by Section 2 of this Article III shall constitute a quorum
for the transaction of business at any meeting of the board of
directors; but if less than such majority is present at a
meeting, a majority of the directors present may adjourn the
meeting from time to time. Notice of any adjourned meeting shall
be given in the same manner as prescribed by Section 6 of this
Article III.
Section 8. Manner of Acting. The act of the majority of
the directors present at a meeting at which a quorum is present
shall be the act of the board of directors, unless a greater
number is prescribed by regulation of the Office or by these
bylaws.
Section 9. Action Without a Meeting. Any action required
or permitted to be taken by the board of directors at a meeting
may be taken without a meeting if a consent in writing, setting
forth the action so taken, shall be signed by all of the
directors.
Section 10. Resignation. Any director may resign at any
time by sending a written notice of such resignation to the home
office of the Company addressed to the chairman of the board or
the president. Unless otherwise specified such resignation shall
take effect upon receipt by the chairman of the board or the
president. More than three consecutive absences from regular
meetings of the board of directors, unless excused by resolution
of the board of directors, shall automatically constitute a
resignation, effective when such resignation is accepted by the
board of directors.
Section 11. Vacancies. Any vacancy occurring in the board
of directors may be filled by the affirmative vote of a majority
of the remaining directors, although less than a quorum of the
board of directors. A director elected to fill a vacancy shall be
elected to serve until the next election of directors by the
shareholders. Any directorship to be filled by reason of an
increase in the number of directors may be filled by election by
the board of directors for a term of office continuing only until
the next election of directors by the shareholders.
Section 12. Compensation. Directors, as such, may receive
a stated salary for their services. By resolution of the board of
directors, a reasonable fixed sum, and reasonable expenses of
attendance, if any, may be allowed for attendance at each regular
or special meeting of the board of directors. Members of either
standing or special committees may be allowed such compensation
for attendance at committee meetings as the board of directors
may determine.
Section 13. Presumption of Assent. A director of the
Company who is present at a meeting of the board of directors at
which action on any Company matter is taken shall be presumed to
have assented to the action taken unless his or her dissent or
abstention shall be entered in the minutes of the meeting or
unless he or she shall file a written dissent to such action with
the person acting as the secretary of the meeting before the
adjournment thereof or shall forward such dissent by registered
mail to the secretary of the Company within five days after the
date a copy of the minutes of the meeting is received. Such right
to dissent shall not apply to a director who voted in favor of
such action.
Section 14. Removal of Directors. At a meeting of
shareholders called expressly for that purpose, any director may
be removed only for cause by a vote of the holders of a majority
of the shares then entitled to vote at an election of directors.
Whenever the holders of the shares of any class are entitled to
elect one or more directors by the provisions of the charter or
supplemental sections thereto, the provisions of this section
shall apply, in respect to the removal of a director or directors
so elected, to the vote of the holders of the outstanding shares
of that class and not to the vote of the outstanding shares as a
whole.
<PAGE>
ARTICLE IV. EXECUTIVE AND OTHER COMMITTEES
Section 1. Appointment. The board of directors, by
resolution adopted by a majority of the full board, may designate
the chief executive officer and two or more of the other
directors to constitute an executive committee. The designation
of any committee pursuant to this Article IV and the delegation
of authority shall not operate to relieve the board of
directors, or any director, of any responsibility imposed by law
or regulation.
Section 2. Authority. The executive committee, when the
board of directors is not in session, shall have and may exercise
all of the authority of the board of directors except to the
extent, if any, that such authority shall be limited by the
resolution appointing the executive committee; and except also
that the executive committee shall not have the authority of the
board of directors with reference to: the declaration of
dividends; the amendment of the charter or bylaws of the Company,
or recommending to the shareholders a plan of merger,
consolidation, or conversion; the sale, lease or other
disposition of all or substantially all of the property and
assets of the Company otherwise than in the usual and regular
course of its business; a voluntary dissolution of the Company; a
revocation of any of the foregoing; or the approval of a
transaction in which any member of the executive committee,
directly or indirectly, has any material beneficial interest.
Section 3. Tenure. Subject to the provisions of Section 8
of this Article IV, each member of the executive committee shall
hold office until the next regular annual meeting of the board of
directors following his or her designation and until a successor
is designated as a member of the executive committee.
Section 4. Meetings. Regular meetings of the executive
committee may be held without notice at such times and places as
the executive committee may fix from time to time by resolution.
Special meetings of the executive committee may be called by any
member thereof upon not less than one day's notice stating the
place, date and hour of the meeting, which notice may be written
or oral. Any member of the executive committee may waive notice
of any meeting and no notice of any meeting need be given to any
member thereof who attends in person. The notice of a meeting of
the executive committee need not state the business proposed to
be transacted at the meeting.
Section 5. Quorum. A majority of the members of the
executive committee shall constitute a quorum for the transaction
of business at any meeting thereof, and action of the executive
committee must be authorized by the affirmative vote of a
majority of the members present at a meeting at which a quorum is
present.
Section 6. Action Without a Meeting. Any action required
or permitted to be taken by the executive committee at a meeting
may be taken without a meeting if a consent in writing, setting
forth the action so taken, shall be signed by all of the members
of the executive committee.
Section 7. Vacancies. Any vacancy in the executive
committee may be filled by a resolution adopted by a majority of
the full board of directors.
Section 8. Resignations and Removal. Any member of the
executive committee may be removed at any time with or without
cause by resolution adopted by a majority of the full board of
directors. Any member of the executive committee may resign from
the executive committee at any time by giving written notice to
the president or secretary of the Company. Unless otherwise
specified, such resignation shall take effect upon its receipt;
the acceptance of such resignation shall not be necessary to make
it effective.
Section 9. Procedure. The executive committee shall elect
a presiding officer from its members and may fix its own rules of
procedure which shall not be inconsistent with these bylaws. It
shall keep regular minutes of its proceedings and report the same
to the board of directors for its information at the meeting held
next after the proceedings shall have occurred.
<PAGE>
Section 10. Other Committees. The board of directors may
by resolution establish any committee composed of directors as
they may determine to be necessary or appropriate for the conduct
of the business of the Company and may prescribe the duties,
constitution and procedures thereof.
ARTICLE V. OFFICERS
Section 1. Positions. The officers of the Company shall be
a president, one or more vice presidents, a secretary, and a
treasurer or comptroller, each of whom shall be elected by the
board of directors. The board of directors also may designate
the chairman of the board as an officer. The offices of the
secretary and treasurer or comptroller may be held by the same
person and a vice president also may be either the secretary or
the treasurer or comptroller. The board of directors may
designate one or more vice presidents as executive vice president
or senior vice president. The board of directors also may elect
or authorize the appointment of such other officers as the
business of the Company may require. The officers shall have
such authority and perform such duties as the board of directors
may from time to time authorize or determine. In the absence of
action by the board of directors, the officers shall have such
powers and duties as generally pertain to their respective
offices.
Section 2. Election and Term of Office. The officers of
the Company shall be elected annually at the first meeting of the
board of directors held after each annual meeting of the
shareholders. If the election of officers is not held at such
meeting, such election shall be held as soon thereafter as
possible. Each officer shall hold office until a successor has
been duly elected and qualified or until the officer's death,
resignation or removal in the manner hereinafter provided.
Election or appointment of an officer, employee or agent shall
not of itself create contractual rights. The board of directors
may authorize the Company to enter into an employment contract
with any officer in accordance with regulations of the Office;
but no such contract shall impair the right of the board of
directors to remove any officer at any time in accordance with
Section 3 of this Article V.
Section 3. Removal. Any officer may be removed by the board
of directors whenever in its judgment the best interests of the
Company will be served thereby, but such removal, other than for
cause, shall be without prejudice to the contractual rights, if
any, of the person so removed.
Section 4. Vacancies. A vacancy in any office because of
death, resignation, removal, disqualification or otherwise, may
be filled by the board of directors for the unexpired portion of
the term.
Section 5. Remuneration. The remuneration of the officers
shall be fixed from time to time by the board of directors.
ARTICLE VI. CONTRACTS, LOANS, CHECKS, AND DEPOSITS
Section 1. Contracts. To the extent permitted by
regulations of the Office, and except as otherwise prescribed by
these bylaws with respect to certificates for shares, the board
of directors may authorize any officer, employee, or agent of the
Company to enter into any contract or execute and deliver any
instrument in the name of and on behalf of the Company. Such
authority may be general or confined to specific instances.
Section 2. Loans. No loans shall be contracted on behalf
of the Company and no evidence of indebtedness shall be issued in
its name unless authorized by the board of directors. Such
authority may be general or confined to specific instances.
Section 3. Check, Drafts, etc. All checks, drafts, or
other orders for the payment of money, notes, or other evidences
of indebtedness issued in the name of the Company shall be signed
by one or more officers, employees or agents of the Company in
such manner as shall from time to time be determined by the board
of directors.
<PAGE>
Section 4. Deposits. All funds of the Company not
otherwise employed shall be deposited from time to time to the
credit of the Company in any duly authorized depositories as the
board of directors may select.
ARTICLE VII. INDEMNIFICATION
The Company shall indemnify its directors, officer, and
employees in accordance with the following requirements:
(a) Definitions and rules of construction.
(1) Definitions for purposes of this Article
(i) Action. The term "action" means any judicial
or administrative proceeding, or threatened proceeding, whether
civil, criminal, or otherwise, including any appeal or other
proceeding for review;
(ii) Court. The term "court" includes, without
limitation, any court to which or in which any appeal or
proceeding for review is brought.
(iii) Final judgment. The term "final judgment"
means a judgment, decree, or order which is not appealable or as
to which the period for appeal has expired with no appeal taken.
(iv) Settlement. The term "settlement" includes
entry of a judgment by consent or confession or a plea of guilty
or nolo contendere.
(2) References in this Article to any individual or
other person, including any savings bank, shall include legal
representatives, successors, and assigns thereof.
(b) General. Subject to paragraphs (c) and (g) of this
Article, the Company shall indemnify any person against whom an
action is brought or threatened because that person is or was a
director, officer, or employee of the Company, for:
(1) Any amount for which that person becomes liable
under a judgment in such action; and
(2) Reasonable costs and expenses, including
reasonable attorney's fees, actually paid or incurred by that
person in defending or settling such action, or in enforcing his
or her rights under this Article if he or she attains a favorable
judgment in such enforcement action.
(c) Requirements. Indemnification shall be made to person
under paragraph (b) of this Article only if:
(1) Final judgment on the merits is in his or her
favor; or
(2) In case of:
(i) Settlement,
(ii) Final judgment against him or her, or
<PAGE>
(iii) Final judgment in his or her favor, other
than on the merits, if a majority of the disinterested directors
of the Company determine that he or she was acting in good faith
within the scope of his or her employment or authority as he or
she could reasonably have perceived it under the circumstances
and for a purpose he or she could reasonably have believed under
the circumstances was in the best interests of the Company or its
members.
However, no indemnification shall be made unless the Company
gives the Office at least 60 days' notice of its intention to
make such indemnification. Such notice shall state the facts on
which the action arose, the terms of any settlement, and any
disposition of the action by a court. Such notice, a copy
thereof, and a certified copy of the resolution containing the
required determination by the board of directors shall be sent to
the Regional Director, who shall promptly acknowledge receipt
thereof. The notice period shall run from the date of such
receipt. No such indemnification shall be made if the Office
advises the Company in writing, within such notice period, of his
or her objection thereto.
(d) Insurance. The Company shall obtain insurance to
protect it and its directors, officers, and employees from
potential losses arising from claims against any of them for
alleged wrongful acts, or wrongful acts, committed in their
capacity as directors, officers, or employees. The Company may
not obtain insurance which provides for payment of losses of any
person incurred as a consequence of his or her willful or
criminal misconduct.
(e) Payment of expenses. If a majority of the directors of
the Company conclude that, in connection with an action, any
person ultimately may become entitled to indemnification under
this Article, the directors may authorize payment of reasonable
costs and expenses, including reasonable attorneys' fees, arising
from the defense or settlement of such action. Nothing in this
paragraph (e) shall prevent the directors of the Company from
imposing such conditions on a payment of expenses as they deem
warranted and in the interests of the Company. Before making
advance payment of expenses under this paragraph (e), the Company
shall obtain an agreement that the Company will be repaid if the
person on whose behalf payment is made is later determined not to
be entitled to such indemnification.
(f) Exclusiveness of provisions. The indemnification of any
person referred to in paragraph (b) shall be governed solely by
these bylaws as provided for in 12 C.F.R. Section545.121 (b) and
the obtaining of insurance as referred to in paragraph (d) shall
be governed by paragraph (d) of 12 C.F.R. Section545.121.
(g) The indemnification provided for in paragraph (b) is
subject to and qualified by 12 U.S.C. 1821(k).
ARTICLE VIII. CERTIFICATES FOR SHARES AND THEIR TRANSFER
Section 1. Certificates for Shares. Certificates
representing shares of capital stock of the Company shall be in
such form as shall be determined by the board of directors and
approved by the Office. Such certificates shall be signed by the
chief executive officer or by any other officer of the Company
authorized by the board of directors, attested by the secretary
or an assistant secretary, and sealed with the corporate seal or
a facsimile thereof. The signature of such officers upon a
certificate may be facsimiles if the certificate is manually
signed on behalf of a transfer agent or a registrar, other than
the Company itself or one of its employees. Each certificate for
shares of capital stock shall be consecutively numbered or
otherwise identified. The name and address of the person to whom
the shares are issued, with the number of shares and date of
issue, shall be entered on the stock transfer books of the
Company.
All certificates surrendered to the Company for transfer
shall be canceled and no new certificate shall be issued until
the former certificate for a like number of shares has been
surrendered and canceled, except that in case of a lost or
destroyed certificate, a new certificate may be issued upon such
terms and indemnity to the Company as the board of directors may
prescribe.
<PAGE>
Section 2. Transfer of Shares. Transfer of shares of
capital stock of the Company shall be made only on its stock
transfer books. Authority for such transfer shall be given only
by the holder of record or by his or her legal representative,
who shall furnish proper evidence of such authority, or by his or
her attorney authorized by a duly executed power of attorney and
filed with the Company. Such transfer shall be made only on
surrender for cancellation of the certificate for such shares.
The person in whose name shares of capital stock stand on the
books of the Company shall be deemed by the Company to be the
owner for all purposes.
ARTICLE IX. FISCAL YEAR; ANNUAL AUDIT
The fiscal year of the Company shall end on December 31 of
each year. The appointment of accountants shall be subject to
annual ratification by the shareholders.
ARTICLE X. DIVIDENDS
Subject to the terms of the Company's charter and the
regulations and orders of the Office, the board of directors may,
from time to time, declare, and the Company may pay, dividends on
its outstanding shares of capital stock.
ARTICLE XI. CORPORATE SEAL
The board of directors may provide the Company a seal, which
shall be two concentric circles between which shall be the name
of the Company. The year of incorporation or an emblem may appear
in the center.
ARTICLE XII. AMENDMENTS
These bylaws may be amended in a manner consistent with
regulations of the Office and shall be effective after: (i)
approval of the amendment by a majority vote of the authorized
board of directors, or by a majority vote of the votes cast by
the shareholders of the Company at any legal meeting, and (ii)
receipt of any applicable regulatory approval. When a Company
fails to meet its quorum requirements, solely due to vacancies on
the board, then the affirmative vote of a majority of the sitting
board will be required to amend the bylaws.
ARTICLE XIII AGE LIMITATIONS
No person 75 years of age, shall be eligible for election,
reelection, appointment, or reappointment to the board of
directors of the Company. No director shall serve as such beyond
the annual meeting of the Company immediately following the
director becoming 75.
<PAGE>
EXHIBIT 4
<PAGE>
CHARTERED UNDER THE LAWS OF THE UNITED STATES OF AMERICA
FINGER LAKES FINANCIAL CORP.
Fully Paid and Non-Assessable
Par Value $.01 Each
The shares represented by this
certificate are subject to
restrictions, see reverse side
THIS CERTIFIES THAT is the owner of
SHARES OF COMMON STOCK OF
FINGER LAKES FINANCIAL CORP.
a Federal corporation
The shares evidenced by this certificate are transferable
only on the books of Finger Lakes Financial Corp. by the holder
hereof, in person or by attorney, upon surrender of this
certificate properly endorsed. The capital stock evidenced
hereby is not an account of an insurable type and is not insured
by the Federal Deposit Insurance Corporation or any other Federal
or state governmental agency.
IN WITNESS WHEREOF, Finger Lakes Financial Corp. has caused
this certificate to be executed, by the facsimile signatures of
its duly authorized officers and has caused it's a facsimile of
its seal to be hereunto affixed.
[SEAL]
By:--------------------------- By: --------------------------
Secretary President
<PAGE>
FINGER LAKES FINANCIAL CORP.
The shares evidenced by this Certificate are subject to a
limitation contained in the Federal Stock Charter of Finger Lakes
Financial Corp. (the "Company") to the effect that in no event
shall any record owner of any outstanding Common Stock which is
beneficially owned, directly or indirectly, by a person who
beneficially owns in excess of 10% of the outstanding shares of
Common Stock (the "Limit") be entitled or permitted to any vote
in respect of shares held in excess of the Limit. The Limit
shall not be applicable to an acquisition of Common Stock by an
employee stock purchase plan or other employee benefit plan of
the Company or any of its subsidiaries.
The Board of Directors of the Company is authorized by
resolution or resolutions, from time to time adopted, to provide
for the issuance of serial preferred stock in series and to fix
and state the voting powers, designations, preferences,
limitations and restrictions thereof. The Company will furnish
to any shareholder upon request and without charge a full
description of each class of stock and any series thereof.
The shares represented by this Certificate may not be
cumulatively voted on any matter. The Federal Stock Charter
requires the affirmative vote of _____________________ the voting
stock of the Company, voting together as a single class, to
approve certain business combinations and other transactions and
to amend certain provisions of the Federal Stock Charter.
The following abbreviations, when used in the inscription on
the face of this certificate, shall be construed as though they
were written out in full according to applicable laws or
regulations:
UNIF GIFT MIN ACT ---------- Custodian --------------
(Cust) (Minor)
TEN COM -as tenants in common
TEN ENT -as tenants by the entities
JT TEN -as joint tenants with right
of survivorship and not as
tenants in common
Under Uniform Gifts to Minors Act
---------------------------------
(State)
Additional abbreviations may also be used though
not in the above list.
For value received, -------------- hereby sell, assign and
transfer unto.
- -----------------------------------
| |
- -----------------------------------
PLEASE INSERT SOCIAL SECURITY NUMBER OF OTHER IDENTIFYING NUMBER
- -----------------------------------------------------------------
(Please print or typewriter name and address including
postal zip code of assignee)
- -----------------------------------------------------------------
- --------------------------------------- Shares of the Common
Stock represented by the within Certificate, and do hereby
irrevocably constitute and appoint --------------------- Attorney
to transfer the said shares on the books of the within named
corporation with full power of substitution in the premises.
Dated, ----------------------
In the presence of Signature
- ------------------------------ ------------------------------
NOTE: THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE
NAME OF THE STOCKHOLDER(S) AS WRITTEN UPON THE FACE OF THE
CERTIFICATE, IN EVERY PARTICULAR, WITHOUT ALTERATION OR
ENLARGEMENT, OR ANY CHANGE WHATSOEVER.
