SCHEDULE 14-A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
Filed by the Registrant [ ] Filed by a Party other than the Registrant [x] Check
the appropriate box:
[x ] Preliminary Proxy Statement
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant toss.240.14a-11(c) orss.240.14a-12
Greene County Bancorp, Inc.
______________________________________________
(Name of Registrant as Specified In Its Charter)
Robert B. Pomerenk, Esq.
______________________________________________
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
[x] No fee required.
[ ] $125 per Exchange Act Rules 0-11(c)(1)(ii),14a-6(i)(1),or 14a-6(j)(2).
[ ] $500 per each party to the controversy pursuant to Exchange Act
Rule 14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
.....................................................................
2) Aggregate number of securities to which transaction applies:
......................................................................
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:
......................................................................
4) Proposed maximum aggregate value of transaction:
......................................................................
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed: September 15, 2000
<PAGE>
[GREENE COUNTY BANCORP LETTERHEAD]
October 12, 2000
Dear Shareholder:
We cordially invite you to attend the Annual Meeting of Shareholders of Greene
County Bancorp, Inc. (the "Company"). The Annual Meeting will be held at the
main office of the Company, 425 Main Street, Catskill, New York, at 5:30 p.m.,
New York Time, on November 27, 2000.
The enclosed Notice of Annual Meeting and Proxy Statement describe the formal
business to be transacted. During the Annual Meeting we will also report on the
operations of the Company. Directors and officers of the Company, as well as a
representative of our independent auditors, will be present to respond to any
questions that shareholders may have.
The Annual Meeting is being held so that shareholders may consider the election
of directors and the ratification of the appointment of PricewaterhouseCoopers,
LLP as the Company's auditors for fiscal year 2001. In addition, at the Annual
Meeting, shareholders will consider and vote on a Plan of Charter Conversion by
which the Company will convert its charter from a Delaware-chartered bank
holding company, regulated by the New York Banking Department, to a federally
chartered mid-tier holding company regulated by the Office of Thrift
Supervision. For the reasons set forth in the Proxy Statement, the Board of
Directors unanimously recommends a vote "FOR" the election of directors, the
ratification of the appointment of PricewaterhouseCoopers, LLP as the Company's
auditors, and the Plan of Charter Conversion.
On behalf of the Board of Directors, we urge you to sign, date and return the
enclosed proxy card as soon as possible, even if you currently plan to attend
the Annual Meeting. This will not prevent you from voting in person, but will
assure that your vote is counted if you are unable to attend the meeting. Your
vote is important, regardless of the number of shares that you own.
Sincerely,
J. Bruce Whittaker
President and Chief Executive Officer
<PAGE>
Greene County Bancorp, Inc.
302 Main Street
Catskill, New York 12414
(518) 943-2600
NOTICE OF
ANNUAL MEETING OF SHAREHOLDERS
To Be Held On November 27, 2000
Notice is hereby given that the Annual Meeting of Greene County Bancorp,
Inc. (the "Company") will be held at the main office of the Company, 425 Main
Street, Catskill, New York, on November 27, 2000 at 5:30 p.m., New York Time.
A Proxy Card and a Proxy Statement for the Annual Meeting are enclosed.
The Annual Meeting is for the purpose of considering and acting upon:
1. The election of two Directors to the Board of Directors;
2. The ratification of the appointment of PricewaterhouseCoopers, LLP as
auditors for the Company for the fiscal year ending June 30, 2001;
3. The approval of the Plan of Charter Conversion by which the Company
will convert its charter from a Delaware bank holding company charter
to a federal mid-tier holding company charter; and
such other matters as may properly come before the Annual Meeting, or any
adjournments thereof. The Board of Directors is not aware of any other business
to come before the Annual Meeting.
Any action may be taken on the foregoing proposals at the Annual Meeting on
the date specified above, or on any date or dates to which the Annual Meeting
may be adjourned. Shareholders of record at the close of business on September
28, 2000, are the shareholders entitled to vote at the Annual Meeting, and any
adjournments thereof. A list of shareholders entitled to vote at the Annual
Meeting will be available at 302 Main Street, Catskill, New York, for a period
of ten days prior to the Annual Meeting and will also be available for
inspection at the meeting itself.
EACH SHAREHOLDER, WHETHER HE OR SHE PLANS TO ATTEND THE ANNUAL MEETING, IS
REQUESTED TO SIGN, DATE AND RETURN THE ENCLOSED PROXY CARD WITHOUT DELAY IN THE
ENCLOSED POSTAGE-PAID ENVELOPE. ANY PROXY GIVEN BY THE SHAREHOLDER MAY BE
REVOKED AT ANY TIME BEFORE IT IS EXERCISED. A PROXY MAY BE REVOKED BY FILING
WITH THE SECRETARY OF THE COMPANY A WRITTEN REVOCATION OR A DULY EXECUTED PROXY
BEARING A LATER DATE. ANY SHAREHOLDER PRESENT AT THE ANNUAL MEETING MAY REVOKE
HIS OR HER PROXY AND VOTE PERSONALLY ON EACH MATTER BROUGHT BEFORE THE ANNUAL
MEETING. HOWEVER, IF YOU ARE A SHAREHOLDER WHOSE SHARES ARE NOT REGISTERED IN
YOUR OWN NAME, YOU WILL NEED ADDITIONAL DOCUMENTATION FROM YOUR RECORD HOLDER IN
ORDER TO VOTE PERSONALLY AT THE ANNUAL MEETING.
By Order of the Board of Directors
Bruce P. Egger
Secretary
October 12, 2000
IMPORTANT: THE PROMPT RETURN OF PROXIES WILL SAVE THE COMPANY THE EXPENSE OF
FURTHER REQUESTS FOR PROXIES. A SELF-ADDRESSED ENVELOPE IS ENCLOSED FOR YOUR
CONVENIENCE. NO POSTAGE IS REQUIRED IF MAILED WITHIN THE UNITED STATES.
--------------------------------------------------------------------------------
<PAGE>
PROXY STATEMENT
Greene County Bancorp, Inc.
302 Main Street
Catskill, New York 12414
(518) 943-2600
ANNUAL MEETING OF SHAREHOLDERS
November 27, 2000
This Proxy Statement is furnished in connection with the solicitation of
proxies on behalf of the Board of Directors of Greene County Bancorp, Inc. (the
"Company") to be used at the Annual Meeting of Shareholders of the Company (the
"Annual Meeting"), which will be held at the main office of the Company, 425
Main Street, Catskill, New York, on November 27, 2000, at 5:30 p.m., New York
Time, and all adjournments of the Annual Meeting. The accompanying Notice of
Annual Meeting of Shareholders and this Proxy Statement are first being mailed
to shareholders on or about October 12, 2000.
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REVOCATION OF PROXIES
--------------------------------------------------------------------------------
Shareholders who execute proxies in the form solicited hereby retain the
right to revoke them in the manner described below. Unless so revoked, the
shares represented by such proxies will be voted at the Annual Meeting and all
adjournments thereof. Proxies solicited on behalf of the Board of Directors of
the Company will be voted in accordance with the directions given thereon. Where
no instructions are indicated, validly executed proxies will be voted "FOR" the
proposals set forth in this Proxy Statement for consideration at the Annual
Meeting. If any other matters are properly brought before the Annual Meeting,
the persons named in the accompanying proxy will vote the shares represented by
such proxies on such matters in such manner as shall be determined by a majority
of the Board of Directors.
A proxy may be revoked at any time prior to its exercise by sending written
notice of revocation to the Secretary of the Company, at the address shown
above, by delivering to the Company a duly executed proxy bearing a later date,
or by attending the Annual Meeting and voting in person. However, if you are a
stockholder whose shares are not registered in your own name, you will need
appropriate documentation from your record holder to vote personally at the
Annual Meeting. The presence at the Annual Meeting of any shareholder who had
returned a proxy shall not revoke such proxy unless the shareholder delivers his
or her ballot in person at the Annual Meeting or delivers a written revocation
to the Secretary of the Company prior to the voting of such proxy.
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VOTING PROCEDURES AND METHODS OF COUNTING VOTES
--------------------------------------------------------------------------------
Holders of record of the Company's common stock, par value $0.10 per share
(the "Common Stock") as of the close of business on September 15, 2000 (the
"Record Date") are entitled to one vote for each share then held. As of the
Record Date, the Company had 2,045,235 shares of Common Stock issued and
outstanding (exclusive of Treasury shares), 1,152,316 of which were held by
Greene County Bancorp, M.H.C. (the "Mutual Holding Company"), and 892,919 of
which were held by shareholders other than the Mutual Holding Company ("Minority
Shareholders"). The presence in person or by proxy of a majority of the total
number of shares of Common Stock outstanding and entitled to vote is necessary
to constitute a quorum at the Annual Meeting. Abstentions and broker non-votes
will be counted for purposes of determining that a quorum is present. In the
event there are not sufficient votes for a quorum, or to approve or ratify any
matter being presented at the time of the Annual Meeting, the Annual Meeting may
be adjourned in order to permit the further solicitation of proxies.
1
<PAGE>
As to the election of directors, the Proxy Card being provided by the Board
of Directors enables a shareholder to vote FOR the election of the two nominees
proposed by the Board, or to WITHHOLD AUTHORITY to vote for the nominees being
proposed. Under Delaware law and the Company's Certificate of Incorporation and
Bylaws, directors are elected by a plurality of votes cast, without regard to
either broker non-votes or proxies as to which authority to vote for the
nominees being proposed is withheld.
As to the ratification of PricewaterhouseCoopers, LLP as the Company's
independent auditors, by checking the appropriate box, a shareholder may: (i)
vote FOR the ratification; (ii) vote AGAINST the ratification; or (iii) ABSTAIN
from voting on such ratification. Under Delaware law and the Company's
Certificate of Incorporation and Bylaws, the ratification of this matter shall
be determined by a majority of the votes cast, without regard to broker
non-votes or proxies marked ABSTAIN.
As to the approval of the Plan of Charter Conversion, by checking the
appropriate box, a shareholder may: (i) vote FOR the proposal; (ii) vote AGAINST
the proposal; or (iii) ABSTAIN from voting on the proposal.
Under applicable law, the approval of this proposal shall be determined by
a majority of the outstanding shares of common stock of the Company.
Accordingly, broker non-votes or proxies marked ABSTAINED will have the same
effect as a vote against the Plan of Charter Conversion. Management of the
Company anticipates that the Mutual Holding Company, the majority shareholder of
the Company, will vote all of its shares in favor of the Plan of Charter
Conversion. If the Mutual Holding Company votes all of its shares in favor of
the Plan of Charter Conversion, the approval of the Plan of Charter Conversion
would be assured.
Proxies solicited hereby will be returned to the Company and will be
tabulated by Inspectors of Election designated by the Board of Directors of the
Company.
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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
--------------------------------------------------------------------------------
Persons and groups who beneficially own in excess of five percent of the
Common Stock are required to file certain reports with the Securities and
Exchange Commission (the "SEC") regarding such ownership. The following table
sets forth, as of the Record Date, the shares of Common Stock beneficially owned
by Directors individually, by executive officers individually, by executive
officers and Directors as a group and by each person who was the beneficial
owner of more than five percent of the Company's outstanding shares of Common
Stock.
Amount of Shares
Owned and Nature Percent of Shares
Name and Address of of Beneficial of Common Stock
Beneficial Owners Ownership (1) Outstanding
Directors and Officers (2):
J. Bruce Whittaker 24,309 1.19%
Walter H. Ingalls 3,250 0.16
Richard J. Buck 9,800 0.48
Raphael Klein 23,600 1.15
Paul Slutzky 14,630 0.72
Dennis R. O'Grady 23,600 1.15
Anthony Camera, Jr. 4,850 0.24
David H. Jenkins, DVM 14,250 0.70
Martin C. Smith 25,800 1.26
Bruce P. Egger 5,571 0.27
---------------------
(Continued on next page)
2
<PAGE>
Edmund L. Smith, Jr. 7,785 0.38
Daniel T. Sager 3,877 0.19
Michelle Plummer 2,800 0.14
All Directors and Executive
Officers as a Group (13
persons)(3) 164,122 8.03%
Principal Shareholders:
Greene County Bancorp, M.H.C.(3) 1,152,316 53.53%
302 Main Street
Catskill, New York 12414
Greene County Bancorp, M.H.C.(3) 1,316,438 64.37%
and all Trustees and Executive
Officers of Greene County
Bancorp, M.H.C. as a group
(14 persons)
-----------------------------
(1) A person is deemed to be the beneficial owner for purposes of this table,
of any shares of Common Stock if he has shared voting or investment power
with respect to such security, or has a right to acquire beneficial
ownership at any time within 60 days from the Record Date. As used herein,
"voting power" is the power to vote or direct the voting of shares and
"investment power" is the power to dispose or direct the disposition of
shares. Includes all shares held directly as well as by spouses and minor
children, in trust and other indirect ownership, over which shares the
named individuals effectively exercise sole or shared voting and investment
power. Unless otherwise indicated, the named individual has sole voting and
investment power.
(2) The mailing address for each person listed is 302 Main Street, Catskill,
New York 12414.
(3) The Company's executive officers and directors are also executive
officers and trustees of Greene County Bancorp, M.H.C.
--------------------------------------------------------------------------------
PROPOSAL 1--ELECTION OF DIRECTORS
--------------------------------------------------------------------------------
The Company's Board of Directors is currently composed of nine members. The
Company's Bylaws provide that approximately one-third of the Directors are to be
elected annually. Directors of the Company are generally elected to serve for a
three-year period and until their respective successors shall have been elected
and shall qualify. Two Directors will be elected at the Annual Meeting to serve
for a three-year period and until their respective successors shall have been
elected and shall qualify. The Board of Directors has nominated to serve as
Directors J. Bruce Whittaker and Raphael Klein, each of whom is currently a
member of the Board of Directors.
The table below sets forth certain information as of September 27, 2000
regarding the composition of the Company's Board of Directors, including the
terms of office of Board members. It is intended that the proxies solicited on
behalf of the Board of Directors (other than proxies in which the vote is
withheld as to one or more nominees) will be voted at the Annual Meeting for the
election of the nominees identified below. If a nominee is unable to serve, the
shares represented by all such proxies will be voted for the election of such
substitute as the Board of Directors may recommend. At this time, the Board of
Directors knows of no reason why either of the nominees would be unable to serve
if elected. Except as indicated herein, there are no arrangements or
understandings between any nominee and any other person pursuant to which such
nominee was selected.
3
<PAGE>
<TABLE>
<CAPTION>
Shares of
Common Stock
Beneficially
Positions Director Current Term Owned on Percent
Name (1) Age(4) Held Since (2) to Expire Record Date (3) of Class
-------- ------ ---- --------- --------- --------------- --------
NOMINEES
<S> <C> <C> <C> <C> <C> <C>
J. Bruce Whittaker 57 Director, President and 1987 2002 24,309 1.19%
Chief Executive Officer
Raphael Klein 73 Director 1986 2000 23,600 1.15%
DIRECTORS CONTINUING IN OFFICE
Walter H. Ingalls 69 Chairman of the Board 1966 2001 3,250 0.16%
Dennis R. O'Grady 60 Director 1981 2002 23,600 1.15%
Martin C. Smith 55 Director 1993 2002 25,800 1.126
Paul Slutzky 52 Director 1992 2001 14,630 0.72%
David H. Jenkins, DVM 48 Director 1996 2001 14,250 0.70%
</TABLE>
(1) The mailing address for each person listed is 302 Main Street,
Catskill, New York 12414. Each of the persons listed is also a Trustee
of Greene County Bancorp, M.H.C., which owns the majority of the
Company's issued and outstanding shares of Common Stock.
(2) Reflects initial appointment to the Board of Trustees of the mutual
predecessor to The Bank of Greene County.
(3) See definition of "beneficial ownership" in the table in "Voting Securities
and Principal Holders Thereof."
(4) As of June 30, 2000.
The principal occupation during the past five years of each Director
and executive officer of the Company is set forth below. All such persons have
held their present positions for five years unless otherwise stated.
J. Bruce Whittaker is President and Chief Executive Officer of the Company,
and has served in that position since its formation in 1998. He is also
President and Chief Executive Officer of the Bank, and has served in that
position since 1987. Mr. Whittaker has been affiliated with the Bank in various
capacities since 1972. Mr. Whittaker was appointed to the Board of Trustees of
the Bank in 1987.
Walter H. Ingalls is the Chairman of the Board. Mr. Ingalls is retired.
Prior to his retirement, Mr. Ingalls was the President of the GNH Lumber Co., a
lumber company located in Norton Hill, New York.
Richard J. Buck is retired. Prior to his retirement, he was a partner with
Grossman Agency, a general insurance agency in Catskill, New York. Mr. Buck will
retire from the Board of Directors of the Company at the Annual Meeting of
Shareholders.
Raphael Klein is retired. Prior to his retirement, he was the co-owner of
Klein Theaters, a movie theater chain in Hudson, New York.
Paul Slutzky is the General Manager of I. & O. A. Slutzky Constr. Co., a
construction company located in Hunter, New York.
Anthony Camera, Jr. is retired. Prior to his retirement, he was President
of Commercial Mutual Insurance Co., an insurance company in Catskill, New York.
Mr. Camera will retire from the Board of Directors of the Company at the Annual
Meeting of Shareholders.
David H. Jenkins, DVM is a veterinarian and the owner of Catskill Animal
Hospital, Catskill, New York.
Dennis R. O'Grady is a pharmacist and the former co-owner of Mikhitarian
Pharmacy located in Catskill, New York.
Martin C. Smith is currently consultant to Main Bros. Oil Co., Inc., and is
the former owner of R.E. Smith Fuel Company, which was purchased by Main Bros.
Oil Co., Inc., located in Albany, New York.
Ownership Reports by Officers and Directors
The Common Stock of the Company is registered with the SEC pursuant to
Section 12(g) of the Securities Exchange Act of 1934 (the "Exchange Act"). The
officers and directors of the Company and beneficial owners of greater than 10%
of the Company's Common Stock ("10% beneficial owners") are required to file
reports on Forms 3,4 and 5 with the SEC disclosing beneficial ownership and
changes in beneficial ownership of the Common Stock.
4
<PAGE>
SEC rules require disclosure in the Company's Proxy Statement or Annual Report
on Form 10-KSB of the failure of an officer, director or 10% beneficial owner of
the Company's Common Stock to file a Form 3, 4, or 5 on a timely basis. All of
the Company's officers and directors filed these reports on a timely basis.
Meetings and Committees of the Board of Directors
The business of the Board of Directors is conducted through meetings and
activities of the Board and its committees. During the year ended June 30, 2000,
the Board of Directors held 14 regular and special meetings. During the year
ended June 30, 2000, no director attended fewer than 75% percent of the total
meetings of the Board of Directors and committees on which such director served.
The Executive Committee currently consists of the following six directors
of the Company: Messrs. Buck, Ingalls, Klein, Slutzky, Whittaker and Smith. The
Executive Committee meets as necessary when the Board is not in session to
exercise general control and supervision in all matters pertaining to the
interests of the Company, subject at all times to the direction of the Board of
Directors. The Executive Committee also serves as the Nominating Committee for
the purpose of identifying, evaluating and recommending potential candidates for
election to the Board. The Executive Committee met one time during the year
ended June 30, 2000.
The Audit Committee currently consists of the following four directors of
the Company: Messrs. Ingalls, Camera, Jenkins and O'Grady. The Audit Committee
meets at least annually to examine and approve the audit report prepared by the
independent auditors of the Bank and the Company, to review and recommend the
independent auditors to be engaged by the Company, to review the internal audit
function and internal audit controls of the Company, and to review and approve
audit policies. The Audit Committee met three times in the year ended June 30,
2000.
Personnel Committee Interlocks and Insider Participation
The full Board of Directors of the Company determines the salaries to be
paid each year to the officers of the Company. J. Bruce Whittaker is a director
of the Company and the President and Chief Executive Officer of the Company and
the Bank. Mr. Whittaker does not participate in the Board of Directors'
determination of compensation for the President and Chief Executive Officer.
Directors' Compensation
Directors of The Bank of Greene County receive an annual retainer of $6,000
and a fee of $500 per meeting for attendance at Board and Committee meetings. No
separate compensation is currently paid to directors for service on the Board of
Directors or Board Committees of the Company. Directors of the Bank and the
Company who are also employees of the Bank and the Company are not entitled to
receive board fees. For the year ended June 30, 2000, the Bank paid a total of
$117,000 in director fees.
5
<PAGE>
Executive Compensation
The following table sets forth for the years ended June 30, 2000, 1999 and
1998, certain information as to the total remuneration paid by the Company to
Mr. Whittaker, the Company's Chief Executive Officer. No other officer of the
Company received cash compensation exceeding $100,000 during the year ended June
30, 2000.
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
Annual Compensation(1) Long-Term Compensation
Awards
Fiscal
Years Restricted
Ended Other Annual Stock Options
Name and June Salary Bonus Compensation Award(s) /SARs All Other
Principal Position 30, ($) ($) ($)(1) ($) (#) Payouts Compensation(2)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
J. Bruce Whittaker 2000 $141,000 $ -- -- $86,625 18,000 -- $4,400
President and Chief 1999 $135,000 -- -- -- -- -- $3,800
Executive Officer 1998 $120,000 $2,300 -- -- -- -- $3,600
</TABLE>
(1) The Bank also provides each qualifying employee, including Mr.
Whittaker, life insurance equal to twice the employee's salary. The
aggregate value of this benefit to Mr. Whittaker did not exceed the
lesser of $50,000 or 10% of the total annual salary and bonus reported
for such officer. The maximum benefit to be received is $200,000.
(2) Consists of the Bank's contribution to the Bank's 401(k) Plan on behalf of
Mr. Whittaker.
Benefits
Employment Agreement. The Bank has entered into an employment agreement
with its President and Chief Executive Officer, J. Bruce Whittaker. The
agreement has a term of 36 months. On each anniversary date, the agreement may
be extended for an additional twelve months, so that the remaining term will be
36 months. If the agreement is not renewed, the agreement will expire 36 months
following the anniversary date. Under the agreement, the current Base Salary for
Mr. Whittaker (as defined in the agreement) is $147,500. The Base Salary may be
increased but not decreased. In addition to the Base Salary, the agreement
provides for, among other things, participation in retirement plans and other
employee and fringe benefits applicable to executive personnel. In addition to
the above, the Bank will provide Mr. Whittaker and his dependents with
continuing health care coverage upon Mr. Whittaker's retirement or other
termination of employment after attainment of age 55 with 25 years of service,
in substantially the same amount as provided to Mr. Whittaker and his dependents
prior to the termination of his employment. Such coverage, which will survive
the termination or expiration of the agreement, will cease upon Mr. Whittaker's
attainment of age 65. The agreement provides for termination by the Bank for
cause at any time. In the event the Bank terminates the executive's employment
for reasons other than disability, retirement, or for cause, or in the event of
the executive's resignation from the Bank (such resignation to occur within the
period or periods set forth in the employment agreement) upon (i) failure to
re-elect the executive to his current offices, (ii) a material change in the
executive's functions, duties or responsibilities, or relocation of his
principal place of employment by more than 30 miles, (iii) liquidation or
dissolution of the Bank or the Company, (iv) a breach of the agreement by the
Bank, or (v) following a change in control of the Bank or the Company, the
executive, or in the event of death, his beneficiary, would be entitled to
severance pay in an amount equal to three times the highest Base Salary and the
highest bonus paid during any of the last three years. Mr. Whittaker would
receive an aggregate of $442,500 pursuant to his employment agreement upon a
change in control of the Bank or the Company, based upon his current level of
compensation. The Bank would also continue the executive's life, dental and
disability coverage for 36 months from the date of termination, and would
continue his health coverage until Mr. Whittaker attains age 65 (as discussed
above). In the event the payments to the executive would include an "excess
parachute payment" as defined by Code Section 280G (relating to payments made in
connection with a change in control), the payments would be reduced in order to
avoid having an excess parachute payment.
Under the agreement, the executive's employment may be terminated upon his
retirement in accordance with any retirement policy established on behalf of the
executive and with his consent. Upon the executive's retirement, he will be
entitled to all benefits available to him under any retirement or other benefit
plan maintained by the Bank. In the event of the executive's disability for a
period of six months, the Bank may terminate the agreement provided
6
<PAGE>
that the Bank will be obligated to pay him his Base Salary for the remaining
term of the agreement or one year, whichever is longer, reduced by any benefits
paid to the executive pursuant to any disability insurance policy or similar
arrangement maintained by the Bank. In the event of the executive's death, the
Bank will pay his Base Salary to his named beneficiaries for one year following
his death, and will also continue medical, dental, and other benefits to his
family for one year. The employment agreement provides that, following his
termination of employment, the executive will not compete with the Bank for a
period of one year.
Defined Contribution Plan. The Bank has adopted The Bank of Greene County
Employees' Savings & Profit Sharing Plan and Trust (the "Plan") in order to
permit the investment of Plan assets in Common Stock of the Company. Employees
are eligible to join the Plan on the first of the month following completion of
one year of continuous employment (during which 1,000 hours are completed). The
first year eligibility period runs from the date of hire to the anniversary of
such date. If an employee does not satisfy the eligibility requirements during
such period then the next eligibility period shall be the calendar year.
Employees are eligible to contribute, on a pre-tax basis, up to 15% of their
eligible salary, in increments of 1%. The Bank shall make a matching
contribution equal to 50% of a member's contributions on up to 6% of a member's
compensation. In addition, the Bank may make an additional discretionary
contribution allocated among members' accounts on the basis of compensation. All
employee contributions and earnings thereon under the Plan are at all times
fully 100% vested. A member vests in employer matching and discretionary
contributions at the rate of 20% per year beginning in the second year of
employment and continuing until the member is 100% vested after six years of
employment. Employees are entitled to borrow, within tax law limits, from
amounts allocated to their accounts.
Plan benefits will be paid to each member in a lump sum or in equal
payments over a fixed period upon termination, disability or death. In addition,
the Plan permits employees to withdraw salary reduction contributions prior to
age 59-1/2 or termination in the event the employee suffers a financial
hardship. In certain circumstances, the Plan permits employees to withdraw the
Bank's matching contributions to their accounts. The Plan permits employees to
direct the investment of their own accounts into various investment options.
At December 31, 1999, the market value of the Plan trust fund was
approximately $1.3 million. The total contribution (i.e., both the employee and
Bank contributions) to the Plan for the Plan year ended December 31, 1999, was
approximately $145,000.
Defined Benefit Pension Plan. The Bank maintains the Financial Institutions
Retirement Fund, which is a qualified, tax-exempt defined benefit plan
("Retirement Plan"). All employees age 21 or older who have worked at the Bank
for a period of one year in which they have 1,000 or more hours of service are
eligible for membership in the Plan. Once eligible, an employee must have been
credited with 1,000 or more hours of service with the Bank during the year in
order to accrue benefits under the Retirement Plan. The Bank annually
contributes an amount to the Retirement Plan necessary to satisfy the
actuarially determined minimum funding requirements in accordance with the
Employee Retirement Income Security Act ("ERISA").
The regular form of all retirement benefits (i.e., normal, early or
disability) is a life annuity with a guaranteed term of 10 years. For a married
participant, the normal form of benefit is a joint and survivor annuity where,
upon the participant's death, the participant's spouse is entitled to receive a
benefit equal to 50% of that paid during the participant's lifetime. An optional
form of benefit may be selected instead of the normal form of benefits. These
optional forms include various annuity forms as well as a lump sum payment after
age 55. Benefits payable upon death may be made in a lump sum, installments over
10 years, or a lifetime annuity.
The normal retirement benefit payable at or after age 65, is an amount
equal to 1.5% multiplied by years of benefit service (not to exceed 30) times
average compensation based on the average of the five years providing the
highest average. A reduced benefit is payable upon retirement at age 55 at or
after completion of five years of service. A member is fully vested in his
account upon completion of 5 or more years of employment or upon attaining
normal retirement age.
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The following table indicates the annual retirement benefit that would be
payable under the Retirement Plan upon retirement at age 65 in calendar year
1999, expressed in the form of a single life annuity for the average salary and
benefit service classifications specified below.
Highest Five-Year
Average Years of Service and Benefit Payable at Retirement(1)
Compensation ----------------------------------------------------
15 20 25 30
--------- -------- -------- --------
$50,000 $ 11,300 $ 15,000 $ 18,800 $ 22,500
$75,000 16,900 22,500 28,100 33,800
$100,000 22,600 30,000 37,500 45,000
$125,000 28,100 37,500 46,900 56,300
$150,000 33,800 45,000 56,300 67,500
$175,000 39,400 52,500 65,600 78,800
----------------------------
(1) No additional credit is received for years of service in excess of 30;
however, increases in compensation after 30 years will generally cause
an increase in benefits.
As of June 30, 2000, Mr. J. Bruce Whittaker had 28 years of credited
service (i.e., benefit service), under the Retirement Plan.
Employee Stock Ownership Plan and Trust. The Bank has established an
Employee Stock Ownership Plan and Related Trust ("ESOP") for eligible employees.
The ESOP is a tax-qualified plan subject to the requirements of ERISA and the
Code. Persons who have been employed by the Bank for 12-months during which they
worked at least 1,000 hours and who have attained age 21, are eligible to
participate. The ESOP has borrowed funds from the Company and has purchased or
been issued a total of 72,760 shares of Common Stock. An additional 7,276 shares
were issued to the ESOP as a result of the 10% stock dividend effective August
1999. The Common Stock held by the ESOP is collateral for the loan. The loan
will be repaid principally from the Bank's contributions to the ESOP over a
period of up to ten years. The interest rate for the loan is a floating rate
equal to the Prime Rate as published in the Wall Street Journal from time to
time. Shares purchased by the ESOP are held in a suspense account for allocation
among participants as the loan is repaid.
Contributions to the ESOP and shares released from the suspense account in
an amount proportional to the repayment of the ESOP loan will be allocated among
participants on the basis of compensation in the year of allocation, up to an
annual adjusted maximum level of compensation. Benefits generally become vested
after five years of credited service. Forfeitures will be reallocated among
remaining participating employees in the same proportion as contributions.
Benefits may be payable upon death, retirement, early retirement, disability or
separation from service. The Company's contributions to the ESOP will not be
fixed, so benefits payable under the ESOP cannot be estimated.
A committee consisting of all non-employee directors administers the ESOP.
The ESOP also has an unrelated corporate trustee who is appointed as a fiduciary
responsible for administration of the ESOP assets and who votes the ESOP shares.
The committee may instruct the trustee regarding investment of funds contributed
to the ESOP. The ESOP trustee generally will vote all shares of Common Stock
held by the ESOP in accordance with the written instructions of the committee.
In certain circumstances, however, the ESOP trustee must vote all allocated
shares held in the ESOP in accordance with the instructions of the participating
employees, and unallocated shares and shares held in the suspense account in a
manner calculated to most accurately reflect the instructions the ESOP trustee
has received from participants regarding the allocated stock, subject to and in
accordance with the fiduciary duties under ERISA owed by the ESOP trustee to the
ESOP participants. Under ERISA, the Secretary of Labor is authorized to bring an
action against the ESOP trustee for the failure of the ESOP trustee to comply
with its fiduciary responsibilities.
Transactions with Certain Related Persons
All transactions between the Company and its executive officers, directors,
holders of 10% or more of the shares of its Common Stock and affiliates thereof,
are on terms no less favorable to the Company than could have been obtained by
it in arm's-length negotiations with unaffiliated persons. Such transactions
must be approved by a
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majority of independent outside directors of the Company not having any interest
in the transaction.
--------------------------------------------------------------------------------
PROPOSAL 2--RATIFICATION OF APPOINTMENT OF AUDITORS
--------------------------------------------------------------------------------
The Board of Directors of the Company has approved the engagement of
PricewaterhouseCoopers, LLP, to be the Company's auditors for the 2001 fiscal
year, subject to the ratification of the engagement by the Company's
shareholders. At the Annual Meeting, shareholders will consider and vote on the
ratification of the engagement of PricewaterhouseCoopers, LLP, for the Company's
fiscal year ending June 30, 2001. A representative of PricewaterhouseCoopers,
LLP, is expected to attend the Meeting to respond to appropriate questions and
to make a statement if he/she so desires.
In order to ratify the selection of PricewaterhouseCoopers, LLP, as the
auditors for the 2001 fiscal year, the proposal must receive at least a majority
of the votes cast, either in person or by proxy, in favor of such ratification.
The Board of Directors recommends a vote "FOR" the ratification of
PricewaterhouseCoopers, LLP, as auditors for the 2001 fiscal year.
--------------------------------------------------------------------------------
PROPOSAL 3--PLAN OF CHARTER CONVERSION
--------------------------------------------------------------------------------
General
On August 15, 2000, the Board of Directors of the Company unanimously
approved a Plan of Charter Conversion by which the Company would convert its
charter from a Delaware bank holding company (referred to hereinafter as the
"Delaware Corporation") to a federal mid-tier holding company (referred to
hereinafter as the "Federal Corporation"). This action was taken by the Board of
Directors after evaluating the advantages and disadvantages of the federal
mid-tier holding company charter as compared to its current Delaware bank
holding company charter. This action also was taken in light of the decision by
the Board of Trustees of the Mutual Holding Company similarly to convert the
Mutual Holding Company from its current New York charter to the federal mutual
holding company charter. In connection with the conversion of the Company and
the Mutual Holding Company to federal charters, the Bank will make an election
under Section 10(l) of the Home Owners' Loan Act to have its holding companies
chartered and regulated by the OTS. However, the Bank itself will retain its New
York state savings bank charter.
The charter conversion will be accomplished as follows: (i) the Mutual
Holding Company will organize the Federal Corporation as a federal stock
mid-tier holding company subsidiary; (ii) the Company will be merged with and
into the Federal Corporation with the Federal Corporation as the surviving
entity; and (iii) in connection with the merger in step (ii) above, all of the
issued and outstanding shares of Company common stock will be canceled and
converted into and become an equal number of shares of common stock of the
Federal Corporation, by operation of law. The agreement by which the merger
referred to in step (ii) will occur is attached to this proxy statement as
Exhibit C; the description of the charter conversion herein is qualified in its
entirety by reference to this agreement.
The Company and the Mutual Holding Company have made application to the
Office of Thrift Supervision (the "OTS"), the chartering authority for mid-tier
and mutual holding companies, for approval of the charter conversions. However,
this application is still under review by the OTS and has not yet been approved.
Consummation of the charter conversions, even if approved by stockholders of the
Company, will be subject to approval by the OTS. If the Company and the Mutual
Holding Company fail to receive OTS approval or if OTS approval is made subject
to conditions that the Board of Directors, in its discretion, deems
unacceptable, the charter conversions will not be consummated.
Set forth below is a discussion of the reasons for the charter conversion,
the impact of the charter conversion on the Company, and a comparison of
regulatory differences and differences in stockholders' rights that will result
from the charter conversion. The following discussion includes a discussion of
the material differences between the Company's current Delaware Certificate of
Incorporation and Bylaws and the proposed Charter and Bylaws for the Company as
a federal mid-tier holding company. The following discussion is qualified in its
entirety by reference to these instruments. Stockholders are urged to consult
these instruments for additional details. The proposed federal mid-tier holding
company Charter and Bylaws are attached to this proxy statement as Exhibits A
and B, respectively.
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Reasons for the Charter Conversion of the Company
The Board of Directors of the Company believes the charter conversion of
the Company in conjunction with the charter conversion of the Mutual Holding
Company is advisable and in the best interests of the Company and its
stockholders. Among the factors considered by the Board of Directors in
approving the Plan of Charter Conversion were the following:
-- the OTS has recently adopted final rules and has proposed other rules
that, in the judgment of the Board of Directors, enhance the
attractiveness of the federal charter for the Company and the Mutual
Holding Company. Included in these new regulations are provisions
that permit the Mutual Holding Company to waive the receipt of
dividends paid by the Company without causing any dilution to
minority stockholders' ownership interests in the Company if the
Mutual Holding Company undertakes a second-step conversion. By
contrast, the Mutual Holding Company currently is required to obtain
prior approval of the Federal Reserve Board before it may waive any
dividends, and as of the date hereof, management does not believe
that the Federal Reserve Board has ever given its approval to the
waiver of dividends by a mutual holding company. Moreover,
management of the Company does not believe it is likely that this
policy of the Federal Reserve Board will change in the foreseeable
future. Further, the Federal Reserve Board has required that
the amount of any waived dividends will not be available for payment
to minority stockholders and will be excluded from capital for
purposes of calculating dividends payable to minority stockholders.
The Board of Directors of the Company believes that the waiver by the
Mutual Holding Company of dividends will enable the Company to retain
capital that can be beneficially deployed by the Company or the Bank
for the benefit of all stockholders of the Company.
-- the Board of Directors of the Company believes that, among
banking regulators, the OTS has the greatest expertise in
regulating mutual holding companies and in processing mutual
holding company conversions and merger transactions. The Board of
Directors wishes to take advantage of this expertise so as to
expedite and simplify regulatory approval of any potential future
transactions. However, there are no such transactions that are
currently contemplated by the Company.
-- under current OTS regulations, a federally chartered holding company
such as the Company has no consolidated capital requirements,
which enhances the Company's flexibility to leverage its balance
sheet and finance acquisitions. By contrast, the Company
currently is subject to capital adequacy guidelines for bank holding
companies.
-- pursuant to its new regulations, the OTS no longer limits stock
repurchases by the holding company of converted savings associations
following the one year anniversary of the conversion. The
removal of this limitation brings OTS regulations into conformity
with regulations that currently govern Company share repurchases,
which permit such stock repurchases following the one year
anniversary of the Bank's conversion to stock form.
The Board of Directors of the Company also considered the potential
disadvantages of the charter conversion. Among the potential disadvantages is a
proposed amendment by the OTS to its mutual-to-stock conversion regulations.
This proposed amendment would require a converting institution (including the
Mutual Holding Company) to demonstrate in a business plan an acceptable return
on equity without regard to dividends or stock repurchases. If adopted, the new
rule would give the OTS considerable discretion to deny stock conversion
applications by highly capitalized institutions. There can be no assurance that
this proposed amendment will become a final regulation, nor can the Company draw
any conclusions as to how any regulation might be applied either generally or
specifically to the Mutual Holding Company in the event of a "second-step
conversion." The Company and the Mutual Holding Company have no current plans to
undertake a second-step conversion.
Conditions to the Charter Conversion
The charter conversion will not be completed unless: (i) the Plan of
Charter Conversion is approved by a majority of the outstanding shares of common
stock of the Company; (ii) the Company receives a favorable opinion of counsel
as to the federal income tax consequences of the charter conversion; and (iii)
the charter conversion is approved by the OTS.
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The Mutual Holding Company, which owns a majority of the outstanding shares
of common stock of the Company, intends to vote its shares in favor of the Plan
of Charter Conversion. In addition, members of the Board of Directors and
management of the Company intend to vote their shares in favor of the Plan of
Charter Conversion. As of the Record Date, the Mutual Holding Company
beneficially owned 53.5% and directors and management of the Company
beneficially owned 8.0% of the outstanding shares of the Company. If the Mutual
Holding Company votes all of its shares in favor of the Plan of Charter
Conversion, the approval of the Plan of Charter Conversion would be assured.
Impact of the Charter Conversion on Operations
The charter conversion will have no impact on the operations of the
Company, the Bank, or the Mutual Holding Company. The Bank will continue its
operations at the same locations, with the same management, and subject to all
the rights, obligations and liabilities of the Bank existing immediately prior
to the charter conversion. The charter conversion is not expected to result in
any material increased expenses or regulatory burden to the Mutual Holding
Company, the Company or the Bank. Following the charter conversion, the Company
shall continue to file periodic reports and proxy materials with the Securities
and Exchange Commission (the "SEC").
Holding Company Powers and Regulation
The following is a description of the powers and regulation of Federal
Reserve Board-regulated bank holding companies and OTS-regulated mid-tier
holding companies. This description does not purport to be complete and is
qualified in its entirety by reference to the applicable laws and regulations.
Regulatory Authority. Currently, the Company is regulated as a bank holding
company by the Federal Reserve Board under the Bank Holding Company Act, as
amended, and the regulations of the Federal Reserve Board. The Federal Reserve
Board also has extensive enforcement authority over bank holding companies,
including, among other things, the ability to assess civil money penalties, to
issue cease and desist or removal orders and to require that a holding company
divest subsidiaries (including its bank subsidiaries). In general, enforcement
actions may be initiated for violations of law and regulations and for unsafe or
unsound practices.
Following the charter conversion, the Company will be regulated as a
savings and loan holding company under the Home Owners' Loan Act, and will be
required to register with and be subject to OTS examination and supervision, as
well as certain OTS reporting requirements. Among other things, this authority
permits the OTS to restrict or prohibit activities that are determined to be a
serious risk to the Bank.
Permissible Activities. The Bank Holding Company Act generally prohibits a
bank holding company (including a mutual holding company regulated as a bank
holding company) from engaging directly or indirectly in activities other than
those of banking, managing or controlling banks, or providing services for its
subsidiaries. The principal exceptions to these prohibitions involve certain
non-bank activities which, by statute or Federal Reserve Board regulation or
order, have been identified as activities closely related to the business of
banking or managing or controlling banks. The list of activities permitted by
the Federal Reserve Board includes, among other things: operating a savings
association, mortgage company, finance company, credit card company or factoring
company; performing certain data processing operations; providing certain
investment and financial advice; underwriting and acting as an insurance agent
for certain types of credit-related insurance; leasing property on a full
payout, non- operating basis; selling money orders, travelers' checks and United
States savings bonds; appraising real estate and personal property; providing
tax planning and preparation services; and, subject to certain limitations,
providing securities brokerage services for customers. The recently enacted
Gramm-Leach-Bliley Act has expanded the permissible activities of bank holding
companies that elect to be regulated as "financial holding companies." Financial
holding companies are companies that elect to be so treated and that meet
certain safety and soundness requirements, and have a "satisfactory" rating
under the Community Reinvestment Act. Financial holding companies have authority
to engage in activities that are determined to be "financial in nature" or
complementary or incidental to such activities, including insurance and
securities underwriting activities. The Company has not elected to be regulated
as a financial holding company.
Pursuant to regulations of the OTS, a mid-tier stock holding company's
purposes and powers are to pursue any or all of the lawful objectives of a
federal mutual holding company and to exercise any of the powers accorded
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to a mutual holding company. A mutual holding company is permitted to, among
other things: (i) invest in the stock of a savings association; (ii) acquire a
mutual institution through the merger of such institution into a savings
institution subsidiary of such mutual holding company or an interim savings
institution of such mutual holding company; (iii) merge with or acquire another
mutual holding company, one of whose subsidiaries is a savings institution; (iv)
acquire non-controlling amounts of the stock of savings institutions and savings
institution holding companies, subject to certain restrictions; (v) invest in a
corporation the capital stock of which is available for purchase by a savings
institution under federal law or under the law of any state where the subsidiary
savings institution or institutions have their home offices; (vi) furnish or
perform management services for a savings institution subsidiary of such
company; (vii) hold, manage or liquidate assets owned or acquired from a savings
institution subsidiary of such company; (viii) hold or manage properties used or
occupied by a savings institution subsidiary of such company; and (ix) act as a
trustee under deed or trust. In addition, a federal mid-tier holding company may
engage in any other activity deemed permissible by the Federal Reserve Board for
bank holding companies under Section 4(c) of the Bank Holding Company Act, or in
which multiple savings and loan companies may engage. Finally, the enactment of
the Gramm- Leach-Bliley Act permits federal mid-tier holding companies to engage
in any activity that a financial holding company can perform, including
maintaining an insurance agency or escrow business, activities that were
previously prohibited. Moreover, a federal mid-tier holding company may engage
in the activities of a financial holding company without having to make the
financial holding company election that is applicable to bank holding companies.
Holding Company Regulatory Capital Requirements. As a bank holding company,
the Company currently is subject to the Federal Reserve Bank's capital adequacy
guidelines on a consolidated basis. Under Federal Reserve Board policy, a bank
holding company must serve as a source of strength for its subsidiary bank.
Under this policy, the Federal Reserve Board may require, and has required in
the past, a holding company to contribute additional capital to an
under-capitalized savings bank. As noted above, following the charter
conversion, the Company would be regulated as a savings and loan holding
company. Savings and loan holding companies do not have any regulatory capital
requirements; accordingly, after the charter conversion, the Company would not
be subject to the capital requirements of the Federal Reserve Board.
Mergers and Acquisitions. As a savings bank holding company, the Company
currently is required to obtain the approval of the Federal Reserve Board
before: (i) acquiring, directly or indirectly, ownership or control of any
voting securities of another bank or bank holding company if, after such
acquisition, it would own or control more than 5% of such shares; (ii) acquiring
all or substantially all of the assets of another bank or bank holding company;
or (iii) merging or consolidating with another bank holding company. The Bank
Holding Company Act also prohibits a bank holding company, with certain
exceptions, from acquiring direct or indirect ownership or control of more than
5% of the voting shares of any company that is not a bank or bank holding
company. The Home Owners' Loan Act prohibits a savings and loan holding company
from, directly or indirectly, acquiring more than 5% of the voting stock of
another savings association or savings and loan holding company, or from
acquiring such an institution or company by merger, consolidation, or purchase
of its assets, without the prior written approval of the OTS. In evaluating
applications by holding companies to acquire savings associations, the OTS would
consider the financial and managerial resources and future prospects of the
acquiror and the merging institution, the effect of the acquisition on the risk
to the insurance funds, the convenience and needs of the community and
competitive factors.
Payment of Cash Dividends and Stock Repurchases. The Federal Reserve Board
has issued a policy statement on payment of cash dividends by bank holding
companies, which expresses the Federal Reserve Board's view that a bank holding
company should pay cash dividends only to the extent that the holding company's
net income for the past year is sufficient to cover both the cash dividends and
a rate of earnings retention that is consistent with the holding company's
capital needs, asset quality and overall financial condition. The Federal
Reserve Board has also indicated that it would be inappropriate for a company
experiencing serious financial problems to borrow funds to pay dividends.
Furthermore, under the prompt corrective action regulations adopted by the
Federal Reserve Board, the Federal Reserve Board may prohibit a bank holding
company from paying any dividends if the holding company's bank subsidiary is
classified as "under-capitalized." OTS regulations generally do not restrict the
ability of a savings and loan holding company to pay dividends.
Each bank holding company is required to give the Federal Reserve Board
prior written notice of any purchase or redemption of its outstanding equity
securities if the gross consideration for the purchase or redemption, when
combined with the net consideration paid for all such purchases or redemptions
during the preceding 12 months, is equal to 10% or more of its consolidated net
worth. The Federal Reserve Board may disapprove such a purchase or redemption if
it determines that the proposal would constitute an unsafe or unsound practice
or would violate any
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law, regulation, Federal Reserve Board order, or any condition imposed by, or
written agreement with, the Federal Reserve Board. This notification requirement
does not apply to any company that meets the well-capitalized standard for
commercial banks, has a safety and soundness examination rating of at least a
"2" and is not subject to any unresolved supervisory issues. The OTS restricts
the repurchase by the holding company of a recently converted savings
association to 5% of its outstanding shares within the first year after the
conversion. However, following the first year anniversary of the conversion, the
OTS imposes no restrictions on share repurchases.
Qualified Thrift Lender Test. In order for the Company to be regulated as a
savings and loan holding company by the OTS (rather than as a bank holding
company by the Federal Reserve Board), the Bank must qualify as a "qualified
thrift lender." To qualify as a qualified thrift lender, the Bank must maintain
compliance with the test for a "domestic building and loan association," as
defined by the Internal Revenue Code, or with the qualified thrift lender test.
Under the qualified thrift lender test, a savings institution is required to
maintain at least 65% of its "portfolio assets" (total assets less: (i)
specified liquid assets up to 20% of total assets; (ii) intangibles, including
goodwill; and (iii) the value of property used to conduct business) in certain
"qualified thrift investments" (primarily residential mortgages and related
investments, including certain mortgage-backed and related securities) in at
least nine months out of each 12 month period. The Bank currently maintains the
vast majority of its portfolio assets in qualified thrift investments and would
have met the qualified thrift lender test in each of the last 12 months had the
Bank been subject to this test.
Federal Securities Laws. The Company's common stock currently is registered
with the SEC under the Securities Exchange Act of 1934, as amended. The Company
currently observes the information, proxy solicitation, insider trading
restrictions and other requirements under this Act. The charter conversion will
not change the registration of the common stock under this Act, as the Company
will continue to comply with the requirements of this Act following the charter
conversion.
Indemnification of Officers and Directors and Limitation of Liability
The Company's current Certificate of Incorporation and Bylaws seek to
ensure that the ability of directors and executive officers to exercise their
best business judgment in managing corporate affairs, subject to their
continuing fiduciary duties of loyalty to the Company and its stockholders, is
not unreasonably impeded by exposure to the potentially high personal costs or
other uncertainties of litigation. The Certificate of Incorporation provides
that a director or officer of the Company while serving as such shall be
indemnified and held harmless by the Company to the fullest extent authorized by
the Delaware General Corporation Law against all expense, liability and loss
(including attorneys' fees or penalties and amounts paid in settlement)
reasonably incurred or suffered by such persons. The right to indemnification
includes the right to be paid by the Company the expenses incurred in defending
any such proceeding in advance of its final disposition, provided, however, if
required under the Delaware General Corporation Law, any such advancement of
expenses is subject to the indemnified person's undertaking to repay all amounts
so advanced if a final judicial decision finds that the person was not entitled
to be indemnified. Generally, under the Delaware General Corporation Law, an
individual may not be indemnified (i) in connection with a proceeding by or in
the right of the Company in which the individual was adjudged liable to the
Company, or (ii) in connection with any other proceeding charging improper
personal benefit to him in which he was adjudged liable on the basis that
personal benefit was improperly received by him, unless a court determines he is
fairly and reasonably entitled to indemnification in view of all the relevant
circumstances.
In addition, the Company's current Certificate of Incorporation provides
that a director will not be personally liable to the Company or its stockholders
for monetary damages for breach of fiduciary duty except for liability (i) for
any breach of his duty of loyalty to the Company or its stockholders, (ii) for
acts or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) arising from certain unlawful distributions, or
(iv) for any transaction from which the director derived an improper personal
benefit.
The proposed federal mid-tier holding company Charter and Bylaws do not
similarly provide for indemnification of directors and executive officers of the
Company or for limitation of liability of these persons. However, the OTS has
indicated that as a matter of policy, mid-tier stock holding companies are
subject to the same regulations with respect to indemnification to which federal
savings banks are subject. OTS regulations require a federal savings bank to
indemnify its directors, officers and employees against legal and other expenses
incurred in defending lawsuits brought or threatened against them by reason of
their performance as directors, officers, or employees. Indemnification may be
made to such person only if final judgment on the merits is in his favor or in
case
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of (i) settlement, (ii) final judgment against him, or (iii) final judgment in
his favor, other than on the merits, if a majority of the disinterested
directors of the bank determine that he was acting in good faith within the
scope of his employment or authority as he could reasonably have perceived it
under the circumstances and for a purpose he could have reasonably believed
under the circumstances was in the best interests of the bank or its
stockholders. If a majority of the disinterested directors of the bank concludes
that in connection with an action any person ultimately may become entitled to
indemnification, the directors may authorize payment of reasonable costs and
expenses arising from defense or settlement of such action. A bank is required
to give the OTS at least sixty (60) days notice of its intention to make
indemnification and no indemnification shall be made if the OTS objects to the
bank in writing.
To the best of management's knowledge, there is currently no pending or
threatened litigation for which indemnification may be sought.
Comparison of Stockholder Rights and Certain Anti-Takeover Provisions
As a result of the charter conversion, holders of the Company's common
stock, whose rights are presently governed by the Certificate of Incorporation
and Bylaws of the Company as a Delaware corporation, will become stockholders of
the Company whose rights will be governed by the Charter and Bylaws of a federal
mid-tier stock holding company.
Capital Stock. The Delaware Corporation's Certificate of Incorporation
authorizes the Company to issue 4,000,000 shares of common stock, par value $.10
per share, and does not authorize the issuance of preferred stock. The Federal
Corporation's Charter authorizes the Company to issue _______ million shares of
common stock, par value $.10 per share, as well as _____ million shares of
preferred stock. The Federal Corporation's Charter permits the Board of
Directors of the Company to authorize the issuance of common and preferred stock
without the approval of its stockholders. While the Company has no present
intention to issue additional shares of common or preferred stock, other than
upon the exercise of stock options and in connection with the award of
restricted stock, if additional shares were issued, the percentage ownership
interest of existing stockholders would be reduced and, depending on the terms
pursuant to which new shares were issued, the book value and earnings per share
of outstanding common stock might be diluted. Moreover, the issuance of such
additional shares could be construed as having an anti-takeover effect. However,
the ability to issue additional shares of common stock as well as the ability to
issue preferred stock, gives management of the Company greater flexibility in
financing corporate operations and, potentially, acquisitions. The Company has
no such transactions under consideration at this time.
Cumulative Voting. Neither the Delaware Corporation's Certificate of
Incorporation or the Federal Corporation's Charter provide for cumulative
voting. The absence of cumulative voting means that the holders of a majority of
the shares voted at a meeting of stockholders may elect all the directors of the
Company, thereby precluding minority stockholder representation on the Board of
Directors.
Preemptive Rights. Under both the Delaware Corporation's Certificate of
Incorporation and the Federal Corporation's Charter, holders of common stock
will not be entitled to preemptive rights with respect to any shares that may be
issued.
Vacancies on the Board of Directors. Under the Delaware Corporation's
Certificate of Incorporation, a majority vote of directors then in office may
appoint new directors to fill vacancies on the Board and directors so chosen
shall hold office for a term expiring at the annual meeting of stockholders at
which the term of office of the class to which they have been chosen expires. In
contrast, the Federal Corporation's Charter provides that any director appointed
by a majority of the remaining directors to fill a vacancy shall serve for a
term of office continuing only until the next election of directors by
stockholders.
Number and Term of Directors. The Delaware Corporation's Certificate of
Incorporation provides that the number of directors shall be fixed from time to
time exclusively by the Board of Directors and that the directors shall be
divided into three classes. The Bylaws provide that the number of directors
shall be not less than seven or more than 20. The Federal Corporation's Charter
provides that the number of directors shall be not fewer than five nor more than
15, unless the OTS approves a greater or lesser number. The Bylaws of the
Federal Corporation specify that the number of directors shall be seven. The
Bylaws also provide for the Board of Directors to be classified into three
classes as nearly equal in number as possible.
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Presentation of New Business at Meetings of Stockholders. The Delaware
Corporation's Bylaws generally provides that for a stockholder to properly bring
business before an annual meeting of stockholders, he must deliver notice not
less than 90 days prior to the date of the Company's proxy statement released to
stockholders in connection with the previous year's annual meeting. In addition,
such Bylaws provide that stockholder nominations to the Board of Directors must
comply with timeliness requirements. Notice of such nominations must be
delivered not less than 90 days prior to the date of the Company's proxy
statement released to stockholders in connection with the previous year's annual
meeting.
The Federal Corporation's Bylaws provide that any new business to be taken
up at an annual meeting of stockholders must be filed with the Secretary of the
Company at least five days prior to the date of the annual meeting. Such Bylaws
also provide that no nominations for directors by stockholders shall be
considered at an annual meeting unless made by stockholders in writing and
delivered to the Secretary of the Company at least five days prior to the date
of the annual meeting.
Amendment of Chartering Instrument and Bylaws. Amendments to the Company's
current Certificate of Incorporation must be approved by a majority vote of its
Board of Directors and also by a majority of the outstanding shares of its
voting stock, provided, however, that an affirmative vote of at least 80% of the
outstanding voting stock entitled to vote (after giving effect to the provision
limiting voting rights of certain persons owning in excess of 5% of the
outstanding shares, described below) is required to amend or repeal certain
provisions of the Certificate of Incorporation, including the provisions
limiting voting rights, the provisions relating to approval of certain business
combinations, provisions relating to the calling of special meetings of
stockholders, the number and classification of directors, and director and
officer indemnification by the Company. The Company's current Bylaws may be
amended by its Board of Directors or by a vote of 80% of the total votes
eligible to be voted at a duly constituted meeting of stockholders.
The Federal Corporation's Charter may be amended if such amendment is
proposed by the Board of Directors and approved by stockholders by a majority of
the votes eligible to be cast, unless a higher vote is required by the OTS. The
Federal Corporation's Bylaws may be amended upon approval by a majority vote of
the authorized Board of Directors or by a majority vote of the votes cast by
stockholders of the Company (and upon receipt of approval by the OTS, if
applicable).
Evaluation of Offers. The Company's current Certificate of Incorporation
provides that the Board of Directors, when evaluating any offer to (i) make a
tender or exchange offer for any equity securities of the Company, (ii) merge or
consolidate the Company with another corporation or entity, or (iii) purchase or
otherwise acquire all or substantially all of the properties and assets of the
Company, may, in connection with the exercise of its judgment in determining
what is in the best interests of the Company and its stockholders, give due
consideration to all relevant factors, including without limitation, the social
and economic effect of acceptance of the offer on the Company's present and
future customers and employees and those of its subsidiaries; on the communities
in which the Company and its subsidiaries operate or are located; on the ability
of the Company to fulfill its corporate objectives as a savings bank holding
company; and on the ability of its subsidiary savings bank to fulfill the
objectives of a stock savings bank under applicable statutes and regulations.
The proposed Charter of the Federal Corporation has no similar provision.
Limitation on Voting Rights. The Company's current Certificate of
Incorporation provides that no person who beneficially owns, directly or
indirectly, in excess of 5% of the then outstanding shares of common stock of
the Company (the "Limit") shall be entitled or permitted to vote in respect of
the shares held in excess of the Limit (except that this restriction and
limitation shall not apply to the Mutual Holding Company or any tax qualified
employee stock benefit plan established by the Company). The proposed Charter of
the Federal Corporation does not contain a similar provision regarding voting of
shares in excess of the Limit.
Optional Exchange of Stock Certificates
After the charter conversion, stock certificates evidencing shares of
common stock of the Company under its current Certificate of Incorporation and
Bylaws will represent, by operation of law, the same number of shares of Company
common stock under the federal mid-tier holding company Charter and Bylaws.
Holders of common stock will not be required to exchange their shares for
certificates of the Company as a mid-tier stock holding company, but will have
the option to do so. DO NOT SEND YOUR STOCK CERTIFICATES TO THE COMPANY AT THIS
TIME.
15
<PAGE>
Tax Consequences
The Company has received an opinion of its special counsel, Luse Lehman
Gorman Pomerenk & Schick, P.C., Washington, D.C., that the merger of the
Delaware Corporation with and into the Federal Corporation constitutes a
reorganization under Section 368 of the Internal Revenue Code of 1986, as
amended, and that no gain or loss will be recognized by Company stockholders on
the exchange of their common stock for common stock of the Federal Corporation.
In addition, the federal tax opinion states that the basis of common stock
received by Company stockholders will be the same as the basis of the common
stock surrendered in exchange therefor, and the holding period of the common
stock to be received by Company stockholders will include the holding period of
the common stock surrendered in exchange therefor. It should be noted that this
opinion of counsel is not binding upon the Internal Revenue Service. Each
Company stockholder should consult his own tax counsel as to specific federal,
state and local tax consequences of the charter conversion, if any, to such
stockholder.
Amendment or Termination of the Plan of Charter Conversion
The Board of Directors of the Company may cause the Plan of Charter
Conversion to be amended or terminated if the Board determines for any reason
that such amendment or termination would be advisable. However, no such
amendment may be made to the Plan of Charter Conversion after stockholder
approval if such amendment is deemed to be materially adverse to the
stockholders of the Company.
THE BOARD OF DIRECTORS OF THE COMPANY BELIEVES THE CHARTER CONVERSION TO BE IN
THE BEST INTERESTS OF THE COMPANY AND ITS STOCKHOLDERS AND RECOMMENDS A VOTE
"FOR" THE PLAN OF CHARTER CONVERSION.
--------------------------------------------------------------------------------
SHAREHOLDER PROPOSALS
--------------------------------------------------------------------------------
In order to be eligible for inclusion in the proxy materials for next
year's Annual Meeting of Shareholders, any shareholder proposal to take action
at such meeting must be received at the Company's executive office, 302 Main
Street, Catskill, New York 12414, no later than June 4, 2001. Any such proposals
shall be subject to the requirements of the proxy rules adopted under the
Securities Exchange Act of 1934.
--------------------------------------------------------------------------------
OTHER MATTERS
--------------------------------------------------------------------------------
The Board of Directors is not aware of any business to come before the
Annual Meeting other than the matters described above in this Proxy Statement.
However, if any matters should properly come before the Annual Meeting, it is
intended that holders of the proxies will act as directed by a majority of the
Board of Directors, except for matters related to the conduct of the Annual
Meeting, as to which they shall act in accordance with their best judgment. The
Board of Directors intends to exercise its discretionary authority to the
fullest extent permitted under the Securities Exchange Act of 1934.
The Bylaws of the Company provide an advance notice procedure for certain
business or nominations to the Board of Directors to be brought before an annual
meeting. In order for a shareholder to properly bring business before an annual
meeting, or to propose a nominee to the Board, the shareholder must give written
notice to the Secretary of the Company not less than 90 days before the date
fixed for such meeting; provided, however, that in the event that less than 100
days notice or prior public disclosure of the date of the meeting is given or
made, notice by the shareholder to be timely must be received not later than the
close of business on the tenth day following the day on which such notice of the
date of the annual meeting was mailed or such public disclosure was made. The
notice must include the shareholder's name, record address, and number of shares
owned by the shareholder, describe briefly the proposed business, the reasons
for bringing the business before the annual meeting, and any material interest
of the shareholder in the proposed business. In the case of nominations to the
Board, certain information regarding the nominee must be provided. Nothing in
this paragraph shall be deemed to require the Company to include in its proxy
statement and proxy relating to an annual meeting any shareholder proposal which
does not meet all of the requirements for inclusion established by the SEC in
effect at the time such proposal is received.
The date on which the Annual Meeting of Shareholders is expected to be held
is October 24, 2001. Accordingly, advance written notice of business or
nominations to the Board of Directors to be brought before the 2001 Annual
Meeting of Shareholders must be given to the Company no later than July 16,
2001.
16
<PAGE>
--------------------------------------------------------------------------------
MISCELLANEOUS
--------------------------------------------------------------------------------
The cost of solicitation of proxies will be borne by the Company. The
Company will reimburse brokerage firms and other custodians, nominees and
fiduciaries for reasonable expenses incurred by them in sending proxy materials
to the beneficial owners of Common Stock. In addition to solicitations by mail,
directors, officers and regular employees of the Company may solicit proxies
personally or by telegraph or telephone without additional compensation.
A COPY OF THE COMPANY'S ANNUAL REPORT ON FORM 10-KSB FOR THE FISCAL YEAR
ENDED JUNE 30, 2000, WILL BE FURNISHED WITHOUT CHARGE TO SHAREHOLDERS AS OF THE
RECORD DATE UPON WRITTEN OR TELEPHONIC REQUEST TO BRUCE P. EGGER, CORPORATE
SECRETARY, GREENE COUNTY BANCORP, INC., 302 MAIN STREET, CATSKILL, NEW YORK
12414, OR CALL AT 518/943-2600.
BY ORDER OF THE BOARD OF DIRECTORS
Bruce P. Egger
Corporate Secretary
Catskill, New York
October 12, 2000
17
<PAGE>
REVOCABLE PROXY
GREENE COUNTY BANCORP, INC.
ANNUAL MEETING OF SHAREHOLDERS
November 27, 2000
The undersigned hereby appoints the official proxy committee consisting of
the Board of Directors with full powers of substitution to act as attorneys and
proxies for the undersigned to vote all shares of Common Stock of the Company
which the undersigned is entitled to vote at the Annual Meeting of Shareholders
("Annual Meeting") to be held at the Company's main office, 425 Main Street,
Catskill, New York on November 27, 2000, at 5:30 p.m. The official proxy
committee is authorized to cast all votes to which the undersigned is entitled
as follows:
FOR VOTE
----- WITHHELD
(except as ---------
marked to
the contrary
below)
1. The election as Directors of |-| |-|
all nominees listed below each
to serve for a three-year term
J. Bruce Whittaker
Raphael Klein
INSTRUCTION: To withhold your vote
for one or more nominees, write the
name of the nominee(s) on the line(s)
below.
------------------------------
------------------------------
FOR AGAINST ABSTAIN
----- --------- ---------
2. The ratification of |-| |-| |-|
PricewaterhouseCoopers, LLP as
the Company's independent
auditor for the fiscal year
ending June 30, 2001.
FOR AGAINST ABSTAIN
----- --------- ---------
3. The approval of the Plan of |-| |-| |-|
Charter Conversion by which
the Company will convert its
charter from a Delaware holding
company to a federally chartered
mid-tier holding company.
The Board of Directors recommends a vote "FOR" Proposal 1, Proposal 2 and
Proposal 3.
THIS PROXY WILL BE VOTED AS DIRECTED, BUT IF NO INSTRUCTIONS ARE SPECIFIED, THIS
PROXY WILL BE VOTED FOR PROPOSALS 1, 2 AND 3. IF ANY OTHER BUSINESS IS PRESENTED
AT SUCH ANNUAL MEETING, THIS PROXY WILL BE VOTED AS DIRECTED BY A MAJORITY OF
THE BOARD OF DIRECTORS. AT THE PRESENT TIME, THE BOARD OF DIRECTORS KNOWS OF NO
OTHER BUSINESS TO BE PRESENTED AT THE ANNUAL MEETING.
<PAGE>
--------------------------------------------------------------------------------
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS.
Should the undersigned be present and elect to vote at the Annual Meeting or at
any adjournment thereof and after notification to the Secretary of the Company
at the Annual Meeting of the shareholder's decision to terminate this proxy,
then the power of said attorneys and proxies shall be deemed terminated and of
no further force and effect. This proxy may also be revoked by sending written
notice to the Secretary of the Company at the address set forth on the Notice of
Annual Meeting of Shareholders, or by the filing of a later proxy prior to a
vote being taken on a particular proposal at the Annual Meeting.
The undersigned acknowledges receipt from the Company prior to the execution of
this proxy of notice of the Annual Meeting, a proxy statement dated October 12,
2000, and audited financial statements.
Dated: _________________________ --- Check Box if You Plan
--- to Attend Annual Meeting
------------------------------- ----------------------------------
PRINT NAME OF SHAREHOLDER PRINT NAME OF SHAREHOLDER
------------------------------- ----------------------------------
SIGNATURE OF SHAREHOLDER SIGNATURE OF SHAREHOLDER
Please sign exactly as your name appears on this card. When signing as attorney,
executor, administrator, trustee or guardian, please give your full title.
--------------------------------------------------------------------------------
Please complete and date this proxy and return it
promptly in the enclosed postage-prepaid
envelope.
--------------------------------------------------------------------------------
<PAGE>
EXHIBIT A
GREENE COUNTY BANCORP, INC.
STOCK HOLDING COMPANY CHARTER
Section 1. Corporate Title. The full corporate title of the Mutual Holding
Company subsidiary holding company is Greene County Bancorp, Inc. (the
"Company").
Section 2. Domicile. The domicile of the Company shall be located in the
City of Catskill in the State of Maryland.
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 the
capital stock which the Company has authority to issue is ___________ of which
___________ shares shall be common stock, par value $0.10 per share, and of
which __________ shares shall be serial preferred stock. 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 direct investment
in such property would be permitted to the Company), labor, or services actually
performed for the Company, or any combination of the foregoing. In the absence
of actual fraud in the transaction, the value of such property, labor, or
services, as determined by the board of directors of the Company, shall be
conclusive. Upon payment of such consideration, such shares shall be deemed to
be fully paid and nonassessable. In the case of a stock dividend, that part of
the retained earnings of the Company that 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 issued in the initial organization of the Company, no
shares of capital stock (including shares issuable upon conversion, exchange, or
exercise of other securities) shall be issued, directly or indirectly, to
officers, directors, or controlling persons (except for shares issued to 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, and there
shall be no cumulation of votes for the election of directors. Provided, that
this restriction on voting separately by class or series shall not apply:
(i) To any provision which would authorize the holders of
preferred stock, voting as a class or series, to elect some
members of the board of directors, less than a majority
thereof, in the event of default in the payment of dividends
on any class or series of preferred stock;
(ii) To any provision which would require the holders of preferred
stock, voting as a class or series, to approve the merger or
consolidation of the Company with another corporation or the
sale, lease,
A-1
<PAGE>
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 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 of capital stock are
as follows:
A. Common Stock. Except as provided in this Section 5 (or in any
supplementary sections thereto) the holders of common stock shall exclusively
possess all voting power. Each holder of shares of common stock shall be
entitled to one vote for each share held by such holder, except as to the
cumulation of votes for the election of directors, unless the charter otherwise
provides there shall be no such cumulative voting.
Whenever there shall have been paid, or declared and set aside for payment,
to the holders of the outstanding shares of any class of stock having preference
over the common stock as to payment of dividends, the full amount of dividends
and of sinking fund, retirement fund or other retirement payments, if any, to
which such holders are respectively entitled in preference to the common stock,
then dividends may be paid on the common stock and on any class or series of
stock entitled to participate therewith as to dividends out of any assets
legally available for the payment of dividends.
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:
(a) The distinctive serial designation and the number of shares
constituting such series;
(b) The dividend rate or the amount of dividends to be paid on the
shares of such series, whether dividends shall be cumulative
and, if so, from which date(s), the payment date(s) for
dividends, and the participating or other special rights, if
any, with respect to dividends;
(c) The voting powers, full or limited, if any, of shares of such
series;
(d) Whether the shares of such series shall be redeemable and, if
so, the price(s) at which, and the terms and conditions on
which, such shares may be redeemed;
A-2
<PAGE>
(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 thereof.
Section 6. Preemptive Rights. Holders of the capital stock of the Company
shall not be entitled to preemptive rights with respect to any shares of the
Company which may be issued.
Section 7. Directors. The Company shall be under the direction of a board
of directors. The authorized number of directors, as stated in the Company's
bylaws, shall not be fewer than five nor more than fifteen except when a greater
or lesser number is approved by the Director of the Office, or his or her
delegate.
Section 8. Amendment of Charter. Except as provided in Section 5, no
amendment, addition, alteration, change or repeal of this charter shall be made,
unless such is proposed by the board of directors of the Company, approved by
the shareholders by a majority of the votes eligible to be cast at a legal
meeting, unless a higher vote is otherwise required, and approved or preapproved
by the Office.
A-3
<PAGE>
GREENE COUNTY BANCORP, INC.
ATTEST:
-----------------------------------
Bruce P. Egger, Corporate Secretary
By:
------------------------------------
J. Bruce Whittaker, President and Chief Executive
Officer
OFFICE OF THRIFT SUPERVISION
ATTEST:
------------------------------------
Secretary of Office of Thrift Supervision
By:
------------------------------------
Director of Office of Thrift Supervision
Effective Date: ------------------------------------
A-4
<PAGE>
EXHIBIT B
GREENE COUNTY BANCORP, INC.
BYLAWS
ARTICLE I - Home Office
The home office of Greene County Bancorp, Inc. (the "Company") shall be 302
Main Street, Catskill, New York 12414.
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 as the Board of Directors may determine.
Section 2. Annual Meeting. A meeting of the shareholders of the Company for
the election of directors and for the transaction of any other business of the
Company shall be held annually within 150 days after the end of the Company's
fiscal year on the fourth Wednesday in October, if not a legal holiday, and if a
legal holiday, then on the next day following which is not a legal holiday, at
5:00 p.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 regulations of 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 one-tenth of
all of the outstanding capital stock of the Company entitled to vote at the
meeting. Such written request shall state the purpose or purposes of the meeting
and shall be delivered to the home office of the Company addressed to the
chairman of the board, the president or the secretary.
Section 4. Conduct of Meetings. Annual and special meetings shall be
conducted in accordance with the most current edition of Robert's Rules of Order
unless otherwise prescribed by regulations of the Office or these bylaws or the
Board of Directors adopts another written procedure for the conduct of meetings.
The Board of Directors shall designate, when present, either the chairman of the
board or president to preside at such meetings.
Section 5. Notice of Meetings. Written notice stating the place, day, and
hour of the meeting and the purpose(s) for which the meeting is called shall be
delivered not fewer than 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 shareholder at the address as it appears on the stock transfer books or
records of the Company as of the record date prescribed in Section 6 of this
Article II with postage prepaid. When any shareholders meeting, either annual or
special, is adjourned for 30 days or more, notice of the adjourned meeting shall
be given as in the case of an original meeting. It shall not be necessary to
give any notice of the time and place of any meeting adjourned for less than 30
days or of the business to be transacted at the meeting, other than an
announcement at the meeting at which such adjournment is taken.
Section 6. Fixing of Record Date. For the purpose of determining
shareholders entitled to notice of or to vote at any meeting of shareholders or
any adjournment, or shareholders entitled to receive payment of any dividend, or
in order to make a determination of shareholders for any other proper purpose,
the Board of Directors shall fix in advance a date as the record date for any
such determination of shareholders. Such date in any case shall be not more than
60 days and, in case of a meeting of shareholders, not fewer than 10 days prior
to the date on which the particular action, requiring such determination of
shareholders, is to be taken. When a determination of shareholders entitled to
vote at any meeting of shareholders has been made as provided in this section,
such determination shall apply to any adjournment.
B-1
<PAGE>
Section 7. Voting List. 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, arranged in alphabetical
order, with the address and the number of shares held by each. This list of
shareholders shall be kept on file at the home office of the Company and shall
be subject to inspection by any shareholder of record or the shareholder's agent
at any time during usual business hours for a period of 20 days prior to such
meeting. Such list also shall be produced and kept open at the time and place of
the meeting and shall be subject to inspection by any shareholder of record or
the shareholder's agent during the entire time of the meeting. The original
stock transfer book shall constitute prima facie evidence of the shareholders
entitled to examine such list or transfer books or to vote at any meeting of
shareholders.
In lieu of making the shareholder list available for inspection by
shareholders as provided in the preceding paragraph, the Board of Directors may
elect to follow the procedures described in ss. 552.6(d) of the Office's
regulations as now or hereafter in effect.
Section 8. Quorum. A majority of the outstanding shares of the Company
entitled to vote, represented in person or by proxy, shall constitute a quorum
at a meeting of shareholders. If less than a majority of the outstanding shares
is represented at a meeting, a majority of the shares so represented may adjourn
the meeting from time to time without further notice. At such adjourned meeting
at which a quorum shall be present or represented, any business may be
transacted which might have been transacted at the meeting as originally
notified. The shareholders present at a duly organized meeting may continue to
transact business until adjournment, notwithstanding the withdrawal of enough
shareholders to constitute less than a quorum. If a quorum is present the
affirmative vote of the majority of the shares represented at the meeting and
entitled to vote on the subject matter shall be the act of the shareholders,
unless the vote of a greater number of shareholders voting together or voting by
classes is required by law or the charter. Directors, however, are elected by a
plurality of the votes cast at an election of directors.
Section 9. Proxies. At all meetings of shareholders, a shareholder may vote
by proxy executed in writing by the shareholder or by his or her duly authorized
attorney in fact. Proxies may be given telephonically or electronically as long
as the holder uses a procedure for verifying the identity of the shareholder.
Proxies solicited on behalf of the management shall be voted as directed by the
shareholder or, in the absence of such direction, as determined by a majority of
the Board of Directors. No proxy shall be valid more than eleven months from the
date of its execution except for a proxy coupled with an interest.
Section 10. Voting of Shares in the Name of Two or More Persons. When
ownership stands in the name of two or more persons, in the absence of written
directions to the Company to the contrary, at any meeting of the shareholders of
the Company any one ore 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 of Certain Holders. Shares standing in the
name of another corporation may be voted by any officer, agent, or proxy as the
bylaws of such corporation may prescribe, or, in the absence of such provision,
as the Board of Directors of such corporation may determine. Shares held by an
administrator, executor, guardian, or conservator may be voted by him or her,
either in person or by proxy, without a transfer of such shares into his or her
name. Shares standing in the name of a trustee may be voted by him or her,
either in person or by proxy, but no trustee shall be entitled to vote shares
held by him or her without a transfer of such shares into his 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,
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shall be voted at any meeting or counted in determining the total number of
outstanding shares at any given time for purposes of any meeting.
Section 12. Cumulative Voting. Stockholders may not 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 person other than nominees
for office as inspectors of election to act at such meeting or any adjournment.
The number of inspectors shall be either one or three. Any such appointment
shall not be altered at the meeting. If inspectors of election are not so
appointed, the chairman of the board or the president may, or on the request of
not fewer than 10 percent of the votes represented at the meeting shall, make
such appointment at the meeting. If appointed at the meeting, the majority of
the votes present shall determine whether one or three inspectors are to be
appointed. In case any person appointed as inspector fails to appear or fails or
refuses to act, the vacancy may be filled by appointment by the Board of
Directors in advance of the meeting or at the meeting by the chairman of the
board or the president.
Unless otherwise prescribed by regulations of the Office, the duties of
such inspectors shall include: determining the number of shares and the voting
power of each share, the shares represented at the meeting, the existence of a
quorum, and the authenticity, validity and effect of proxies; receiving votes,
ballots, or consents; hearing and determining all challenges and questions in
any way arising in connection with the rights to vote; counting and tabulating
all votes or consents; determining the 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 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 prior to the date of the annual meeting, and all business so
stated, proposed, and filed shall be considered at the annual meeting; but no
other proposal shall be acted upon at the annual meeting. Any shareholder may
make any other proposal at the annual meeting and the same may be discussed and
considered, but unless stated in writing and filed with the secretary at least
five days before the meeting, such proposal shall be laid over for action at an
adjourned, special or annual meeting of the shareholders taking place 30 days or
more thereafter. This provision shall not prevent the consideration and approval
or disapproval at the annual meeting of reports of officers, directors, and
committees; but in connection with such reports, no new business shall be acted
upon at such annual meeting unless stated and filed as herein provided.
Section 16. Informal Action by Shareholders. Any action required to be
taken at a meeting of the shareholders, or any other action which may be taken
at a meeting of shareholders, may be taken without a meeting if consent in
writing, setting forth the action to be 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.
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Section 2. Number and Term. The Board of Directors shall consist of 7
members and shall be divided into three classes as nearly equal in number as
possible. The members of each class shall be elected for a term of three years
and until their successors are elected and qualified. One class shall be elected
by ballot annually.
Section 3. Regular Meetings. A regular meeting of the Board of Directors
shall be held without other notice than this bylaw following the annual meeting
of shareholders. The Board of Directors may provide, by resolution, the time and
place for the holding of additional regular meetings without notice other than
such resolution. Directors may participate in a meeting by means of a conference
telephone or similar communications device through which all persons
participating can hear each other at the same time. Participation by such means
shall constitute presence in person for all purposes.
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 presence in person 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 sent by mail, when delivered to the telegraph company if sent by
telegram or when the Company receives notice of delivery if electronically
transmitted. Any director may waive notice of any meeting by a writing filed
with the secretary. The attendance of a director at a meeting shall constitute a
waiver of notice of such meeting, except where a director attends a meeting for
the express purpose of objecting to the transaction of any business because the
meeting is not lawfully called or convened. Neither the business to be
transacted at, nor the purpose of, any meeting of the Board of Directors need be
specified in the notice of 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 5 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 on the Board of Directors may
be filled by the affirmative vote of a majority of the remaining directors
although less than a quorum of the Board of Directors. A director
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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 actual
attendance at each regular or special meeting of the Board of Directors. Members
of either standing or special committees may be allowed such compensation for
actual attendance at committee meetings as the Board of Directors may determine.
Section 13. Presumption of Assent. A director of the 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 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.
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 days 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.
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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.
Section 10. Other Committees. The Board of Directors may by resolution
establish an audit, loan, or other committee composed of directors as they may
determine to be necessary or appropriate for the conduct of the business of the
Company and may prescribe the duties, constitution, and procedures thereof.
ARTICLE V - Officers
Section 1. Positions. The officers of the Company shall be a president, one
or more vice presidents, a secretary and a treasurer, 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 president shall be the chief executive
officer, unless the Board of Directors designates the chairman of the board as
chief executive officer. The president shall be a director of the Company. The
offices of the secretary and treasurer may be held by the same person and a vice
president also may be either the secretary or the treasurer. 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 officers 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
any contractual rights 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.
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ARTICLE VI - Contracts, Loans, Checks, and Deposits
Section 1. Contracts. To the extent permitted by regulations of the Office,
and except as otherwise prescribed by these bylaws with respect to certificates
for shares, the Board of Directors may authorize any officer, employee or agent
of the Company to enter into any contract or execute and deliver any instrument
in the name of and on behalf of the Company. Such authority may be general or
confined to specific instances.
Section 2. Loans. No loans shall be contracted on behalf of the Company and
no evidence of indebtedness shall be issued in its name unless authorized by the
Board of Directors. Such authority may be general or confined to specific
instances.
Section 3. Checks, Drafts, etc. All checks, drafts, or other orders for the
payment of money, notes, or other evidences of indebtedness issued in the name
of the Company shall be signed by one or more officers, employees, or agents of
the Company in such manner as shall from time to time be determined by the Board
of Directors.
Section 4. Deposits. All funds of the Company not otherwise employed shall
be deposited from time to time to the credit of the association in any duly
authorized depositors as the Board of Directors may select.
ARTICLE VII - Certificates for Shares and Their Transfer
Section 1. Certificates for Shares. Certificates representing shares of
capital stock of the Company shall be in such form as shall be determined by the
Board of Directors and approved by the Office. Such certificates shall be signed
by the chief executive officer or by any other officer of the Company authorized
by the Board of Directors, attested by the secretary or an assistant secretary,
and sealed with the corporate seal or a facsimile thereof. The 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 the 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.
Section 2. Transfer of Shares. Transfer of shares of capital stock of the
Company shall be made only on its stock transfer books. Authority for such
transfer shall be given only by the holder of record or by his or her legal
representative, who shall furnish proper evidence of such authority, or by his
or her attorney authorized by a duly executed power of attorney and filed with
the Company. Such transfer shall be made only on surrender for cancellation of
the certificate for such shares. The person in whose name shares of capital
stock stand on the books of the Company shall be deemed by the Company to be the
owner for all purposes.
ARTICLE VIII - Fiscal Year; Annual Audit
The fiscal year of the Company shall end on the last day of June of each
year. The Company shall be subject to an annual audit as of the end of its
fiscal year by independent public accountants appointed by and responsible to
the Board of Directors.
ARTICLE IX - Dividends
Subject only 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.
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ARTICLE X - Corporate Seal
The Board of Directors shall provide a Company seal which shall be two
concentric circles between which shall be the name of the Company. The year of
incorporation or an emblem may appear in the center.
ARTICLE XI - Amendments
These bylaws may be amended in a manner consistent with regulations of the
Office and shall be effective after: (i) approval of the amendment by a majority
vote of the authorized Board of Directors, or by a majority vote of the votes
cast by the shareholders of the Company at any legal meeting; and (ii) receipt
of any applicable regulatory approval. When 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.
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EXHIBIT C
FORM OF
AGREEMENT OF MERGER BETWEEN
GREENE COUNTY BANCORP, INC.(Delaware) AND GREENE COUNTY BANCORP, INC. (Federal)
THIS AGREEMENT OF MERGER, dated as of ______, 2000, is made by and between
Greene County Bancorp, Inc., a Delaware corporation ("Mid-Tier Holding Company")
and Greene County Bancorp, Inc., a federal corporation (the "Federal Mid-Tier").
R E C I T A L S :
1. The Mid-Tier Holding Company is a Delaware corporation. As of the date
hereof, the Mid-Tier Holding Company has authorized capital stock consisting of
4,000,000 shares of common stock, of which there are _________ shares of common
stock issued and outstanding.
2. Federal Mid-Tier is a federally chartered subsidiary holding company. As
of the date hereof, the Federal Mid-Tier has authorized capital stock consisting
of 10,000,000 shares of common stock and 5,000,000 shares of preferred stock, of
which there are 1,000 shares of common stock issued and outstanding and no
shares of preferred stock issued and outstanding.
3. At least two-thirds of the members of the board of directors of the
Mid-Tier Holding Company and the board of directors of the Federal Mid-Tier have
approved this Merger Agreement whereby the Mid-Tier Holding Company shall be
merged with and into the Federal Mid-Tier with the Federal Mid-Tier as the
surviving or resulting mid-tier holding company (the "Mid-Tier Merger"), and
authorized the execution and delivery thereof.
4. At least two-third of the issued and outstanding shares of Mid-Tier
Holding Company common stock and Federal Mid-Tier common stock has been voted in
favor of the Mid-Tier Merger.
NOW, THEREFORE, in consideration of the premises and mutual agreements
contained herein, the parties hereto have agreed as follows:
1. Merger. At and on the Effective Date of the Mid-Tier Merger, (i) the
Mid-Tier Holding Company shall merge with and into the Federal Mid-Tier with the
Federal Mid-Tier as the resulting entity (the "Resulting Company"), (ii) the
Mid-Tier Holding Company stockholders shall receive shares of Federal Mid-Tier
common stock in exchange for their Mid-Tier Holding Company common stock on a
one for one basis, and (iii) the 1,000 shares of outstanding common stock of the
Federal Mid-Tier shall be cancelled.
2. Effective Date. The Mid-Tier Merger shall not be effective until and
unless it is approved by the Office of Thrift Supervision (the "OTS") after
approval by at least two-thirds of the outstanding shares of common stock of the
Mid-Tier Holding Company and two-thirds of the outstanding shares of common
stock of Federal Mid-Tier.
3. Name. The name of the Resulting Company shall be Greene County Bancorp,
Inc.
4. Offices. The main office of the Resulting Company shall be 302 Main
Street, Catskill, New York 12414.
5. Directors and Officers. The directors and officers of the Mid-Tier
Holding Company immediately prior to the Effective Date shall be the directors
and officers of the Resulting Company after the Effective Date.
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6. Rights and Duties of the Resulting Company. At the Effective Date, the
Mid-Tier Holding Company shall be merged with and into the Federal Mid-Tier with
the Federal Mid-Tier as the Resulting Company. The business of the Resulting
Company shall be that of a federal stock holding company as provided in its
charter. All assets, rights, interests, privileges, powers, franchises and
property (real, personal and mixed) of the Mid-Tier Holding Company shall be
automatically transferred to and vested in the Resulting Company by virtue of
the Mid-Tier Merger without any deed or other document of transfer. The
Resulting Company, without any order or action on the part of any court or
otherwise and without any documents of assumption or assignment, shall hold and
enjoy all of the properties, franchises and interests, including appointments,
powers, designations, nominations and all other rights and interests as the
agent or other fiduciary in the same manner and to the same extent as such
rights, franchises, and interests and powers were held or enjoyed by the
Mid-Tier Holding Company and the Federal Mid-Tier. The Resulting Company shall
be responsible for all of the liabilities, restrictions and duties of every kind
and description of the Mid-Tier Holding Company and the Federal Mid-Tier
immediately prior to the Mid-Tier Merger, including liabilities for all debts,
obligations and contracts of the Mid-Tier Holding Company and the Federal
Mid-Tier, matured or unmatured, whether accrued, absolute, contingent or
otherwise and whether or not reflected or reserved against on balance sheets,
books of accounts or records of the Mid-Tier Holding Company and the Federal
Mid-Tier. All rights of creditors and other obligees and all liens on property
of the Mid-Tier Holding Company, and the Federal Mid-Tier shall be preserved and
shall not be released or impaired.
IN WITNESS WHEREOF, the Mid-Tier Holding Company and the Federal Mid-Tier
have caused this Mid-Tier Merger Agreement to be executed as of the date first
above written.
Greene County Bancorp, Inc.
(a federal corporation)
ATTEST:
__________________________________ By: _________________________________
Bruce P. Egger, Corporate Secretary J. Bruce Whittaker, President
Greene County Bancorp, Inc.
(a Delaware corporation)
ATTEST:
__________________________________ By: __________________________________
Bruce P. Egger, Corporate Secretary J. Bruce Whittaker, President
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