SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Form 8-KSB
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): July 1, 1999
Webster City Federal Bancorp
-------------------------------------------------------
(Exact name of registrant as specified in its charter)
Federal 0- To Be Applied For
- ---------------------------- --------------------- -------------------
(State or other jurisdiction (Commission File No.) (I.R.S. Employer)
of incorporation) Identification No.)
Registrant's telephone number, including area code: (515) 832-3071
--------------
Not Applicable
-------------------------------------------------------------
(Former name or former address, if changed since last report)
<PAGE>
Item 1. Changes in Control of Registrant
--------------------------------
On July 1, 1999 Webster City Federal Bancorp (the "Company") became a
savings and loan holding company in accordance with the terms of an Agreement
and Plan of Reorganization, dated January 20, 1999 (the "Agreement"), by and
between Webster City Federal Savings Bank, a federally-chartered stock savings
bank (the "Bank"), Webster City Interim Savings Bank, FSB, a federally-chartered
interim stock savings bank ("Interim"), and the Company, a federally chartered
stock corporation. Pursuant to the Agreement: (1) the Company was organized as a
wholly owned subsidiary of the Bank; (2) Interim was organized as a wholly owned
subsidiary of the Company; (3) Interim merged with and into the Bank, with the
Bank as the surviving institution; and (4) upon such merger, (i) the outstanding
shares of common stock, par value $.10 per share, of the Bank became, by
operation of law, on a one-for-one basis, common stock, par value $.10 per
share, of the Company, (ii) the common stock of Interim held by the Company was
converted into common stock of the Bank and (iii) the common stock of the
Company held by the Bank was canceled. Accordingly, the Bank became a wholly
owned subsidiary of the Company and the shareholders of the Bank, including WCF
Financial, MHC, the Bank's federally chartered mutual holding company, became
shareholders of the Company.
The Common Stock of the Bank was previously registered under Section 12(g)
of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), with
the Office of Thrift Supervision. Pursuant to Rule 12g-3 promulgated under the
Exchange Act, the Company's Common Stock is deemed automatically registered
under the Exchange Act. In addition, the Common Stock of the Company has been
substituted for the Common Stock of the Bank on the Nasdaq SmallCap Market under
the symbol "WCFB."
For further information, see the Bank's press release included as Exhibit
99 to this report.
Item 7. Financial Statements, Pro Forma Financial Information, and Exhibits
-------------------------------------------------------------------
The Index of Exhibits immediately precedes the attached exhibits.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, hereunto duly authorized.
WEBSTER CITY FEDERAL BANCORP
DATE: July 1, 1999 By: /s/ Phyllis A. Murphy
------------------------------------------
Phyllis A. Murphy
President and Chief Executive Officer
<PAGE>
EXHIBIT INDEX
The following Exhibits are filed as part of this report:
Exhibit 2 Agreement and Plan of Reorganization
Exhibit 3.1 Federal Stock Charter of Webster City Federal Bancorp
Exhibit 3.2 Bylaws of Webster City Federal Bancorp
Exhibit 4 Form of Common Stock Certificate
Exhibit 99 Press Release of Webster City Federal Savings Bank
EXHIBIT A
---------
WEBSTER CITY FEDERAL SAVINGS BANK
AGREEMENT AND PLAN OF REORGANIZATION
THIS AGREEMENT AND PLAN OF REORGANIZATION, dated as of January 20, 1999, is
by and between WEBSTER CITY FEDERAL SAVINGS BANK, a federal stock savings bank
(the "Bank"); WEBSTER CITY FEDERAL BANCORP, a federal corporation in formation
(the "Stock Holding Company"), and WEBSTER CITY INTERIM SAVINGS BANK, FSB, an
interim federal stock savings bank in formation ("Interim").
The parties hereto desire to enter into an Agreement and Plan of
Reorganization whereby the Bank will be reorganized into the stock holding
company form of ownership. The result of such reorganization will be that
immediately after the Effective Date (as defined in Article V below), all of the
issued and outstanding shares of common stock, par value $.10 per share, of the
Bank will be held by the Stock Holding Company, and the holders of the issued
and outstanding shares of common stock of the Bank will become the holders of
the issued and outstanding shares of common stock of the Stock Holding Company.
The reorganization of the Bank will be accomplished by the following steps:
(1) the formation by the Bank of the Stock Holding Company as a wholly owned
subsidiary; (2) the formation of an interim federal stock savings bank,
"Interim," which will be wholly owned by the Stock Holding Company; and (3) the
merger of Interim into the Bank, with the Bank as the surviving corporation.
Pursuant to such merger: (i) each of the issued and outstanding shares of common
stock of the Bank will be converted by operation of law into an equal number of
issued and outstanding shares of common stock of the Stock Holding Company; and
(ii) each of the issued and outstanding shares of common stock of Interim will
be converted by operation of law into an equal number of issued and outstanding
shares of common stock of the Bank. Notwithstanding any other provision herein,
at any time prior to the Effective Date, the Bank shall be entitled to revise
the structure of the merger or the other transactions contemplated hereby or the
manner of effecting such transactions; provided, that each of the transactions
comprising such revised structure or manner shall not, as a result of such
revision, subject any of the stockholders of the Bank to adverse tax
consequences. This Agreement and Plan of Reorganization and any related
documents shall be appropriately amended in order to reflect any such revised
structure.
NOW, THEREFORE, in order to consummate this Agreement and Plan of
Reorganization, and in consideration of the mutual covenants herein set forth,
the parties hereto agree as follows:
ARTICLE I
MERGER OF INTERIM INTO
THE BANK AND RELATED MATTERS
----------------------------
1.1 On the Effective Date, Interim will be merged with and into the Bank
(the "Merger") and the separate existence of Interim shall cease, and all assets
and property (real, personal and mixed, tangible and intangible, chooses in
action, rights and credits) then owned by Interim, or which would inure to it,
shall immediately, by operation of law and without any conveyance, transfer, or
further action, become the
<PAGE>
property of the Bank. The Bank shall be deemed to be a continuation of Interim,
and the Bank shall succeed to the rights and obligations of Interim.
1.2 Following the Merger, the existence of the Bank shall continue
unaffected and unimpaired by the Merger, with all the rights, privileges,
immunities and powers, and subject to all the duties and liabilities, of a
corporation organized under Federal law. The Charter and Bylaws of the Bank, as
presently in effect, shall continue in full force and effect and shall not be
changed in any manner by the Merger.
1.3 From and after the Effective Date, and subject to the actions of the
Board of Directors of the Bank, the business presently conducted by the Bank
(whether directly or through its subsidiaries) will continue to be conducted by
it, as a wholly-owned subsidiary of the Stock Holding Company, and the present
directors and officers of the Bank will continue in their present positions. The
home office and branch offices of the Bank in existence immediately prior to the
Effective Date shall continue to be the home office and branch offices,
respectively, of the Bank from and after the Effective Date.
ARTICLE II
CONVERSION OF STOCK
-------------------
2.1 The terms and conditions of the Merger, the mode of carrying the
same into effect, and the manner and basis of converting the common stock of the
Bank into common stock of the Stock Holding Company pursuant to this Agreement
and Plan of Reorganization shall be as follows:
A. On the Effective Date, each share of common stock, par value $.10 per
share, of the Bank issued and outstanding immediately prior to the Effective
Date, shall by operation of law be converted into and shall become one share of
Common Stock, par value $0.10 per share, of the Stock Holding Company (the
"Stock Holding Company Common Stock"). Each share of common stock of Interim
issued and outstanding immediately prior to the Effective Date shall, on the
Effective Date, by operation of law be converted into and become one share of
common stock, $.10 par value per share, of the Bank and shall not be further
converted into shares of the Stock Holding Company, so that from and after the
Effective Date, all of the issued and outstanding shares of common stock of the
Bank shall be held by the Stock Holding Company.
B. On the Effective Date, the current stock option plans and recognition
plans of the Bank (collectively, the "Benefit Plans") shall, by operation of
law, be continued as Benefit Plans of the Bank and/or the Stock Holding Company.
Each option to purchase shares of the Bank common stock under the Bank's stock
option plan outstanding at that time will be automatically converted into an
identical option, with identical price, terms and conditions, to purchase an
identical number of shares of Stock Holding Company Common Stock in lieu of
shares of the Bank common stock. The Stock Holding Company and the Bank may make
appropriate amendments to the Benefit Plans to reflect the adoption of the
Benefit Plans as the plans of the Stock Holding Company, without adverse effect
on the Benefit Plans and their participants.
C. From and after the Effective Date, each holder of an outstanding
certificate or certificates that, prior thereto, represented shares of the Bank
common stock, shall, upon surrender of the same to the designated agent of the
Bank, be entitled to receive in exchange therefor a certificate or certificates
representing the number of whole shares of Stock Holding Company Common Stock
into which
2
<PAGE>
the shares theretofore represented by the certificate or certificates so
surrendered shall have been converted, as provided in the foregoing provisions
of this Section 2.1. Until so surrendered, each such outstanding certificate
which, prior to the Effective Date, represented shares of Bank common stock
shall be deemed for all purposes to evidence the ownership of the equal number
of whole shares of Stock Holding Company Common Stock. Former holders of shares
of Bank common stock will not be required to exchange their Bank common stock
certificates for new certificates evidencing the same number of shares of Stock
Holding Company Common Stock. If in the future the Stock Holding Company
determines to effect an exchange of stock certificates, instructions will be
sent to all holders of record of Stock Holding Company Common Stock.
D. All shares of Stock Holding Company Common Stock into which shares of
the Bank common stock shall have been converted pursuant to this Article II
shall be deemed to have been issued in full satisfaction of all rights
pertaining to such converted shares.
E. On the Effective Date, the holders of certificates formerly representing
the Bank common stock outstanding on the Effective Date shall cease to have any
rights with respect to the stock of the Bank common stock, and their sole rights
shall be with respect to the Stock Holding Company Common Stock into which their
shares of the Bank common stock shall have been converted by the Merger.
ARTICLE III
CONDITIONS
----------
3.1 The obligations of the Bank, Stock Holding Company and Interim to
effect the Merger and otherwise consummate the transactions which are the
subject matter hereof shall be subject to satisfaction
of the following conditions:
A. To the extent required by applicable law, rules, and regulations, the
holders of the outstanding shares of the Bank common stock shall, at a meeting
of the stockholders of the Bank duly called, have approved this Agreement and
Plan of Reorganization by the affirmative vote of a majority of the outstanding
shares of the Bank common stock.
B. Any and all approvals from the OTS, the Securities and Exchange
Commission and any other state or federal governmental agency having
jurisdiction necessary for the lawful consummation of the Merger and the
issuance and delivery of Stock Holding Company Common Stock as contemplated by
this Agreement and Plan of Reorganization shall have been obtained.
C. The Bank shall have received either (i) a ruling from the Internal
Revenue Service or (ii) an opinion from its legal counsel, to the effect that
the Merger will be treated as a non-taxable transaction under applicable
provisions of the Internal Revenue Code of 1986, as amended, and that no gain or
loss will be recognized by the stockholders of the Bank upon the exchange of the
Bank common stock held by them solely for Stock Holding Company Common Stock.
3
<PAGE>
ARTICLE IV
TERMINATION
-----------
4.1 This Agreement and Plan of Reorganization may be terminated at the
election of any of the parties hereto if any one or more of the conditions to
the obligations of any of them hereunder shall not have been satisfied and shall
have become incapable of fulfillment and shall not be waived. This Agreement and
Plan of Reorganization may also be terminated at any time prior to the Effective
Date by the mutual consent of the respective Boards of Directors of the parties
hereto.
4.2 In the event of the termination of this Agreement and Plan of
Reorganization pursuant to any of the foregoing provisions, no party shall have
any further liability or obligation of any nature to any other party under this
Agreement and Plan of Reorganization.
ARTICLE V
EFFECTIVE DATE OF MERGER
------------------------
Upon satisfaction or waiver (in accordance with the provisions of this
Agreement and Plan of Reorganization) of each of the conditions set forth in
Article III, the parties hereto shall execute and cause to be filed the Merger
Agreement and such certificates or further documents as shall be required by the
OTS and applicable state law, and with such other federal or state regulatory
agencies as may be required. Upon approval by the OTS and endorsement of such
Merger Agreement by the OTS and, if necessary, applicable state authorities, the
Merger and other transactions contemplated by this Agreement and Plan of
Reorganization shall become effective. The Effective Date for all purposes
hereunder shall be the date of such endorsement by the OTS.
ARTICLE VI
MISCELLANEOUS
-------------
6.1 Any of the terms or conditions of this Agreement and Plan of
Reorganization, which may legally be waived, may be waived at any time by any
party hereto that is entitled to the benefit thereof, or any of such terms or
conditions may be amended or modified in whole or in part at any time, to the
extent authorized by applicable law, by an agreement in writing, executed in the
same manner as this Agreement and Plan of Reorganization.
6.2 Any of the terms or conditions of this Agreement and Plan of
Reorganization may be amended or modified in whole or in part at any time, to
the extent permitted by applicable law, rules, and regulations, by an amendment
in writing, provided that any such amendment or modification is not materially
adverse to the Bank, the Stock Holding Company or their respective stockholders.
In the event that any governmental agency requests or requires that the
transactions contemplated herein be modified in any respect as a condition of
providing a necessary regulatory approval or favorable ruling, or that in the
opinion of counsel such modification is necessary to obtain such approval or
ruling, this Agreement and Plan of Reorganization may be modified, at any time
before or after adoption thereof by the stockholders of the
4
<PAGE>
Bank, by an instrument in writing, provided that the effect of such amendment
would not be materially adverse to the Bank, the Stock Holding Company or their
respective stockholders.
6.3 This Agreement and Plan of Reorganization shall be governed by and
construed under the laws of the United States, except insofar as state law is
deemed to apply.
5
<PAGE>
IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement
and Plan of Reorganization as of the date first above written.
WEBSTER CITY FEDERAL SAVINGS
BANK
By: /s/ Phyllis A. Murphy
-------------------------------------
Phyllis A. Murphy
President and Chief Executive Officer
WEBSTER CITY FEDERAL BANCORP
(in formation)
By: /s/ Phyllis A. Murphy
-------------------------------------
Phyllis A. Murphy
President and Chief Executive Officer
WEBSTER CITY INTERIM SAVINGS BANK,
FSB (in formation)
By: /s/ Phyllis A. Murphy
-------------------------------------
Phyllis A. Murphy
President and Chief Executive Officer
WEBSTER CITY FEDERAL BANCORP
FEDERAL STOCK CHARTER
Section 1. Corporate Title. The full corporate title of the subsidiary
holding company is Webster City Federal Bancorp (the "Company").
Section 2. Office. The home office shall be located in the City of
Webster City, State of Iowa.
Section 3. Duration. The duration of the Company is perpetual.
Section 4. Purpose and Powers. The purpose of the Company is to pursue
any or all of the lawful objectives of a federal mutual holding company
chartered under section 10(o) of the Home Owners' Loan Act, 12 U.S.C. 1467a(o),
and to exercise all of the express, implied, and incidental powers conferred
thereby and by all acts amendatory thereof and supplemental thereto, subject to
the Constitution and laws of the United States as they are now in effect, or as
they may hereafter be amended, and subject to all lawful and applicable rules,
regulations, and orders of the Office of Thrift Supervision (the "Office").
Section 5. Capital Stock. The total number of shares of all classes of
capital stock which the Company has authority to issue is 30,000,000, of which
20,000,000 shall be common stock, par value $.10 per share, and 10,000,000 shall
be preferred stock, par value $.10 per share. The shares may be issued from time
to time as authorized by the Board of Directors without approval of
shareholders, except as otherwise provided in this Section 4 or to the extent
that such approval is required by governing law, rule, or regulation. The
consideration for the issuance of the shares shall be paid in full before their
issuance and shall not be less than the par value. Neither promissory notes nor
future services shall constitute payment or part payment for the issuance of
shares of the Company. The consideration for the shares shall be cash, tangible
or intangible property (to the extent the Company would be permitted to directly
invest in such property), labor or services actually performed for the Company,
or any combination of the foregoing. In the absence of actual fraud in the
transaction, the value of such property, labor, or services, as determined by
the Board of Directors of the Company, shall be conclusive. Upon payment of such
consideration, such shares shall be deemed to be fully paid and nonassessable.
In the case of a stock dividend, that part of the surplus of the Company which
is transferred to stated capital upon the issuance of shares as a share dividend
shall be deemed to be the consideration for their issuance.
Except for shares issued in the initial organization of the Company, no
shares of capital stock (including shares issuable upon conversion, exchange, or
exercise of other securities) shall be issued, directly or indirectly, to
officers, directors, or controlling persons 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 4 (or in any supplementary sections
hereto) shall entitle the holders of any class or series of capital stock to
vote as a separate class or series or to more than one vote per share. Provided,
that this restriction on voting separately by class or series shall not apply:
(i) To any provision which would authorize the holders of preferred
stock, voting as a class or series, to elect some members of the Board
of Directors, less than a majority thereof, in the event of default in
the payment of dividends on any class or series of preferred stock;
(ii) To any provision which would require the holders of preferred
stock, voting as a class or series, to approve the merger or
consolidation of the Company with another corporation, or the sale,
lease, or conveyance (other than by mortgage or pledge) of properties
or business in exchange for securities of a corporation other than the
Company if the preferred stock is exchanged for securities of such
other
<PAGE>
corporation: Provided, that no provision may require such
approval for transactions undertaken with the assistance or pursuant to
the direction of the Office;
(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 4
(or in any supplementary sections hereto), including any amendment
which would create or enlarge any class or series ranking prior thereto
in rights and preferences. An amendment which increases the number of
authorized shares of any class or series of capital stock, or
substitutes the surviving Company in a merger or consolidation for the
Company, shall not be considered to be such an adverse change.
A description of the different classes and series (if any) of the
Company's capital stock and a statement of the designations, and the relative
rights, preferences, and limitations of the shares of each class of and series
(if any) of capital stock and a statement of the authority of the Board of
Directors to divide the preferred stock into classes or series or both and to
determine or change for any such class or series its designation, number of
shares, relative rights, preferences and limitations are as follows:
A. Common Stock. Except as provided in this Section 4, the holders of
the common stock shall exclusively possess all voting power. Each holder of
shares of common stock shall be entitled to one vote for each share held by such
holder and shall not be entitled to cumulate votes for the election of
directors.
Whenever there shall have been paid, or declared and set aside for
payment, to the holders of the outstanding shares of any class of stock having
preference over the common stock as to the payment of dividends, the full amount
of dividends and of sinking fund, or retirement fund, or other retirement
payments, if any, to which such holders are respectively entitled in preference
to the common stock, then dividends may be paid on the common stock and on any
class or series of stock entitled to participate therewith as to dividends out
of any assets legally available for the payment of dividends.
If at any time W.C.F. Financial, M.H.C., the parent mutual holding
company of the Company (the "Mutual Holding Company") converts from the
mutual-to-stock form of organization, a liquidation account shall be established
by any stock holding company parent of Webster City Federal Savings Bank (the
"Bank"), and, if required by the Office, the Bank. Subject to such, or any other
provision for a liquidation account, in the event of any liquidation,
dissolution, or winding up of the Company, the holders of the common stock (and
the holders of any class or series of stock entitled to participate with the
common stock in the distribution of assets) shall be entitled to receive, in
cash or in kind, the assets of the Company available for distribution remaining
after: (i) payment or provision for payment of the Company's debts and
liabilities; and (ii) distributions or provisions for distributions to holder of
any class or series of stock having preference over the common stock in the
liquidation, dissolution, or winding up of the Company. Each share of common
stock shall have the same rights as and be identical in all respects with all
the other shares of common stock.
B. Preferred Stock. The Company may provide 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;
<PAGE>
(c) The voting powers, full or limited, if any, of the shares of such
series;
(d) Whether the shares of such series shall be redeemable and, if so,
the price(s) at which, and the terms and conditions on which, such shares may be
redeemed;
(e) The amount(s) payable upon the shares of such series in the event
of voluntary or involuntary liquidation, dissolution, or winding up of the
Company;
(f) Whether the shares of such series shall be entitled to the benefit
of a sinking or retirement fund to be applied to the purchase or redemption of
such shares, and if so entitled, the amount of such fund and the manner of its
application, including the price(s) at which such shares may be redeemed or
purchased through the application of such fund;
(g) Whether the shares of such series shall be convertible into, or
exchangeable for, shares of any other class or classes of stock of the Company
and, if so, the conversion price(s) or the rate(s) of exchange, and the
adjustments thereof, if any, at which such conversion or exchange may be made,
and any other terms and conditions of such conversion or exchange;
(h) The price or other consideration for which the shares of such
series shall be issued; and
(i) Whether the shares of such series which are redeemed or converted
shall have the status of authorized but unissued shares of serial preferred
stock and whether such shares may be reissued as shares of the same or any other
series of serial preferred stock.
Each share of each series of serial preferred stock shall have the same
relative rights as and be identical in all respects with all the other shares of
the same series.
The Board of Directors shall have authority to divide, by the adoption
of supplementary charter sections, any authorized class of preferred stock into
series and, within the limitations set forth in this section and the remainder
of this charter, fix and determine the relative rights and preferences of the
shares of any series so established.
Prior to the issuance of any preferred shares of a series established
by a supplementary charter section adopted by the board of directors, the
Company shall file with the Secretary to the Office a dated copy of that
supplementary section of this charter establishing and designating the series
and fixing and determining the relative rights and preferences hereof.
Section 5. 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 6. Beneficial Ownership Limitation. Notwithstanding anything
contained in the Company's charter or bylaws to the contrary, for a period of
five years from the date of the organization of the Bank in capital stock form,
no person other than the Mutual Holding Company shall directly or indirectly
offer to acquire or acquire the beneficial ownership of more than 10% of any
class of any equity security of the Company. This limitation shall not apply to
the purchase of shares by underwriters in connection with a public offering, or
the purchase of shares by a tax_qualified employee stock benefit plan which is
exempt from the approval requirements under 574.3(c)(l)(vii) of the Office's
regulations.
In the event shares are acquired in violation of this Section 6, all
shares beneficially owned by any person in excess of 10% shall be considered
"excess shares" and shall not be counted as shares entitled to vote and shall
<PAGE>
not be voted by any person or counted as voting shares in connection with any
matters submitted to the shareholders for a vote.
For purposes of this Section 6, the following definitions apply:
(1) The term "person" includes an individual, a group acting in
concert, a corporation, a partnership, a savings bank, a savings and loan
association, a joint stock company, a trust, an unincorporated organization or
similar company, a syndicate or any other group formed for the purpose of
acquiring, holding or disposing of the equity securities of the Company.
(2) The term "offer" includes every offer to buy or otherwise acquire,
solicitation of an offer to sell, tender offer for, or request or invitation for
tenders of, a security or interest in a security for value.
(3) The term "acquire" includes every type of acquisition, whether
effected by purchase, exchange, operation of law or otherwise.
(4) The term "acting in concert" means (a) knowing participation in a
joint activity or conscious parallel action towards a common goal whether or not
pursuant to an express agreement, or (b) a combination or pooling of voting or
other interests in the securities of an issuer for a common purpose pursuant to
any contract, understanding, relationship, agreement or other arrangements,
whether written or otherwise.
Section 7. Call for Special Meetings. For a period of five years from
the date of organization of the Bank in capital stock form, special meetings of
shareholders relating to changes in control of the Company or amendments to its
charter shall be called only upon direction of the Board of Directors.
Section 8. Directors. The Company shall be under the direction of a
Board of Directors. The authorized number of directors, as stated in the
Company's bylaws, shall not be less than five or more than fifteen except when a
greater or lesser number is approved by the Director of the Office, or his or
her delegate.
Section 9. Amendment of Charter. Except as provided in Section 5
hereof, no amendment, addition, alteration, change, or repeal of this charter
shall be made, unless such is proposed by the Board of Directors of the Company,
approved by the shareholders by a majority of the five votes eligible to be cast
at a legal meeting, unless a higher vote is otherwise required, and approved or
preapproved by the Office.
<PAGE>
Attest:/s/ Kathie R. Highland By /s/ Phyllis A. Murphy
______________________________ ____________________________________
Kathie R. Highland Ms. Phyllis A. Murphy
Secretary of the Company resident and Chief Executive Officer
Attest:______________________________ By:____________________________________
Secretary of the Office of Director of the Office of
Thrift Supervision Thrift Supervision
Effective Date: July 1, 1999
WEBSTER CITY FEDERAL BANCORP
BYLAWS
ARTICLE I. HOME OFFICE
The home office of Webster City Federal Bancorp (the "Company") shall be at
820 Des Moines Street, Webster City, in the County of Hamilton, State of Iowa.
ARTICLE II. SHAREHOLDERS
Section 1. Place of Meetings. All annual and special meetings of
shareholders shall be held at the home office of the Company or at such other
convenient place in the State of Iowa 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 third Wednesday in April, if not a legal holiday, and if a
legal holiday, then on the next day following which is not a legal holiday, at
1:30 p.m., 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 ("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 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 at the home office of the Company addressed to the
chairman of the board, the president or the secretary.
Section 4. Conduct of Meetings. Annual and special meetings shall be
conducted in accordance with the most current edition of Robert's Rules of Order
or such other procedures as the Board of Directors shall establish, unless
otherwise prescribed by regulation of the Office. The Board of Directors shall
designate, when present, either the chairman of the board or president to
preside at such meetings.
Section 5. Notice of Meetings. Written notice stating the place, day and
hour of the meeting and the purpose(s) for which the meeting is called shall be
delivered not fewer than 20 nor more than 50 days before the date of the
meeting, either personally or by mail, by or at the direction of the chairman of
the board, the president, the secretary, or the directors calling the meeting,
to each shareholder of record entitled to vote at such meeting. If mailed, such
notice shall be deemed to be delivered when deposited in the mail to 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
<PAGE>
adjourned for fewer than 30 days or of the business to be transacted at the
meeting, other than an announcement at the meeting at which such adjournment is
taken.
Section 6. Fixing of Record Date. For the purpose of determining
shareholders entitled to notice of or to vote at any meeting of shareholders or
any adjournment thereof, or shareholders entitled to receive payment of any
dividend, or in order to make a determination of shareholders for any other
proper purpose, the Board of Directors shall fix in advance a date as the record
date for any such determination of shareholders. Such date in any case shall be
not more than 60 days and, in case of a meeting of shareholders, not fewer than
10 days prior to the date on which the particular action, requiring such
determination of shareholders, is to be taken. When a determination of
shareholders entitled to vote at any meeting of shareholders has been made as
provided in this section, such determination shall apply to any adjournment.
Section 7. Voting Lists. At least 20 days before each meeting of the
shareholders, the officer or agent having charge of the stock transfer books for
shares of the Company shall make a complete list of the shareholders 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 shall also be produced and kept open at the time and place of the meeting
and shall be subject to the inspection by any shareholder 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 shareholders' list available for inspection by
shareholders as provided in the preceding paragraph, the Board of Directors may
elect to follow the procedures described in 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 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 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.
C-2
<PAGE>
Section 10. Voting of Shares in the Name of Two or More Persons. When
ownership stands in the name of two or more persons, in the absence of written
directions to the Company to the contrary, at any meeting of the shareholders of
the Company any one or more of such shareholders may cast, in person or by
proxy, all votes to which such ownership is entitled. In the event an attempt is
made to cast conflicting votes, in person or by proxy, by the several persons in
whose names shares of stock stand, the vote or votes to which those persons are
entitled shall be cast as directed by a majority of those holding such and
present in person or by proxy at such meeting, but no votes shall be cast for
such stock if a majority cannot agree.
Section 11. Voting of Shares by Certain Holders. Shares standing in the
name of another corporation may be voted by any officer, agent or proxy as the
bylaws of such corporation may prescribe, or, in the absence of such provision,
as the board of directors of such corporation may determine. Shares held by an
administrator, executor, guardian or conservator may be voted by him or her,
either in person or by proxy, without a transfer of such shares into his or her
name. Shares held in trust in an IRA or Keogh Account, however, may be voted by
the Company if no other instructions are received. Shares standing in the name
of a trustee may be voted by him or her, either in person or by proxy, but no
trustee shall be entitled to vote shares held by him or her without a transfer
of such shares into his or her name. Shares standing in the name of a receiver
may be voted by such receiver, and shares held by or under the control of a
receiver may be voted by such receiver without the transfer into his or her name
if authority to do so is contained in an appropriate order of the court or other
public authority by which such receiver was appointed.
A shareholder whose shares are pledged shall be entitled to vote such
shares until the shares have been transferred into the name of the pledgee and
thereafter the pledgee shall be entitled to vote the shares so transferred.
Neither treasury shares of its own stock held by the Company, nor shares
held by another corporation, if a majority of the shares entitled to vote for
the election of directors of such other corporation are held by the Company,
shall be voted at any meeting or counted in determining the total number of
outstanding shares at any given time for purposes of any meeting.
Section 12. Cumulative Voting. Shareholders shall not be entitled to
cumulate their votes for election of directors.
Section 13. Inspectors of Election. In advance of any meeting of
shareholders, the Board of Directors may appoint any persons other than nominees
for office as inspectors of election to act at such meeting or any adjournment.
The number of inspectors shall be either one or three. Any such appointment
shall not be altered at the meeting. If inspectors of election are not so
appointed, the chairman of the board or the president may, or on the request of
not fewer than 10% of the votes represented at the meeting shall, make such
appointment at the meeting. If appointed at the meeting, the majority of the
votes present shall determine whether one or three inspectors are to be
appointed. In case any person appointed as inspector fails to appear or fails or
refuses to act, the vacancy may be filled by appointment by the Board of
Directors in advance of the meeting, or at the meeting by the chairman of the
board or the president.
Unless otherwise prescribed by regulations of the Office, the duties of
such inspectors shall include: determining the number of shares and the voting
power of each share, the shares represented at the meeting, the existence of a
quorum, and the authenticity, validity and effect of proxies; receiving votes,
ballots, or consents; hearing and determining all challenges and questions in
any way arising in connection with the rights to vote; counting and tabulating
all votes or consents; determining the result; and such acts as may be proper to
conduct the election or vote with fairness to all shareholders.
C-3
<PAGE>
Section 14. Nominating Committee. The Board of Directors shall act as a
nominating committee for selecting the management nominees for election as
directors. Except in the case of a nominee substituted as a result of the death
or other incapacity of a management nominee, the nominating committee shall
deliver written nominations to the secretary at least 20 days prior to the date
of the annual meeting. Upon delivery, such nominations shall be posted in a
conspicuous place in the principal place of business 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 the principal place of business of the
Company. Ballots bearing the names of all persons nominated by the nominating
committee and by shareholders shall be provided for use at the annual meeting.
However, if the nominating committee shall fail or refuse to act at least 20
days prior to the annual meeting, nominations for directors may be made at the
annual meeting by any shareholder entitled to vote and shall be voted upon.
Section 15. New Business. Any new business to be taken up at the annual
meeting shall be stated in writing and filed with the secretary of the Company
at least five days before the date of the annual meeting, and all business 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 the
next annual meeting or at an adjourned, special, or annual meeting of the
shareholders taking place at least 30 days thereafter. This provision shall not
prevent the consideration and approval or disapproval at the annual meeting of
reports of officers, directors and committees; but in connection with such
reports no new business shall be acted upon at such annual meeting unless stated
and filed as herein provided.
Section 16. Informal Action by Shareholders. Any action required to be
taken at a meeting of the shareholders, or any other action which may be taken
at a meeting of the shareholders, may be taken without a meeting if consent in
writing, setting forth the action so taken, shall be given by all of the
shareholders entitled to vote with respect to the subject matter.
ARTICLE III. BOARD OF DIRECTORS
Section 1. General Powers. The business and affairs of the Company shall be
under the direction of its Board of Directors. The Board of Directors shall
annually elect a chairman of the board and a president from among its members
and shall designate, when present, either the chairman of the board or the
president to preside at its meetings.
Section 2. Number and Term. The Board of Directors shall consist of five
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 immediately after, and at the
same place as, the annual meeting of shareholders.
C-4
<PAGE>
The Board of Directors may provide, by resolution, the time and place, within
the Company's normal lending area, for the holding of additional regular
meetings without other notice than such resolution.
Members of the Board of Directors may participate in regular meetings by
means of conference telephone, or by means of similar communications equipment
by which all persons participating in the meeting can hear each other. Such
participation shall constitute attendance for all purposes, including the
purpose of compensation pursuant to Section 12 of this Article.
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
area 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 by means of similar communications equipment
by which all persons participating in the meeting can hear each other. Such
participation shall constitute attendance for all purposes, including the
purpose of compensation pursuant to Section 12 of this Article.
Section 6. Notice. Written notice of any special meeting shall be given to
each director at least 24 hours prior thereto when delivered personally or by
telegram, or at least five days prior thereto when delivered by mail at the
address at which the director is most likely to be reached. Such notice shall be
deemed to be delivered when deposited in the mail so addressed, with postage
prepaid if mailed, or when delivered to the telegraph company if sent by
telegram, or when the Company receives notice of delivery if electronically
transmitted. Any director may waive notice of any meeting by a writing filed
with the secretary. The attendance of a director at a meeting shall constitute a
waiver of notice of such meeting, except where a director attends a meeting for
the express purpose of objecting to the transaction of any business because the
meeting is not lawfully called or convened. Neither the business to be
transacted at, nor the purpose of, any meeting of the Board of Directors need be
specified in the notice or waiver of notice of such meeting.
Section 7. Quorum. A majority of the number of directors fixed by Section 2
of this Article III shall constitute a quorum for the transaction of business at
any meeting of the Board of Directors, but if less than such majority is present
at a meeting, a majority of the directors present may adjourn the meeting from
time to time. Notice of any adjourned meeting shall be given in the same manner
as prescribed by Section 6 of this Article III.
Section 8. Manner of Acting. The act of the majority of the directors
present at a meeting at which a quorum is present shall be the act of the Board
of Directors, unless a greater number is prescribed by applicable regulation 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.
C-5
<PAGE>
Section 10. Resignation. Any director may resign at any time by sending a
written notice of such resignation to the home office of the Company addressed
to the chairman of the board or the president. Unless otherwise specified, such
resignation shall take effect upon receipt by the chairman of the board or the
president. More than three consecutive absences from regular meetings of the
Board of Directors, unless excused by resolution of the Board of Directors,
shall automatically constitute a resignation, effective when such resignation is
accepted by the Board of Directors.
Section 11. Vacancies. Any vacancy occurring in the Board of Directors
may be filled by the affirmative vote of a majority of the remaining directors,
although less than a quorum of the Board of Directors. A director elected to
fill a vacancy shall be elected to serve until the next election of directors by
the shareholders. Any directorship to be filled by reason of an increase in the
number of directors may be filled by election by the Board of Directors for a
term of office continuing only until the next election of directors by the
shareholders.
Section 12. Compensation. Directors, as such, may receive a stated
salary for their services. By resolution of the Board of Directors, a reasonable
fixed sum or such other reasonable compensation, including 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 only for cause by a vote
of the holders of a majority of the shares then entitled to vote at an election
of directors. Whenever the holders of the shares of any class are entitled to
elect one or more directors by the provisions of the charter or supplemental
sections thereto, the provisions of this section shall apply, in respect to the
removal of a director or directors so elected, to the vote of the holders of the
outstanding shares of that class and not to the vote of the outstanding shares
as a whole.
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
C-6
<PAGE>
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 24 hours' notice stating the
place, date and hour of the meeting, which notice may be written or oral. Any
member of the executive committee may waive notice of any meeting and no notice
of any meeting need be given to any member thereof who attends in person. The
notice of a meeting of the executive committee need not state the business
proposed to be transacted at the meeting.
Section 5. Quorum. A majority of the members of the executive committee
shall constitute a quorum for the transaction of business at any meeting
thereof, and action of the executive committee must be authorized by the
affirmative vote of a majority of the members present at a meeting at which a
quorum is present.
Section 6. Action without a Meeting. Any action required or permitted to be
taken by the executive committee at a meeting may be taken without a meeting if
a consent in writing, setting forth the action so taken, shall be signed by all
of the members of the executive committee.
Section 7. Vacancies. Any vacancy in the executive committee may be filled
by a resolution adopted by a majority of the full Board of Directors.
Section 8. Resignations and Removal. Any member of the executive committee
may be removed at any time with or without cause by resolution adopted by a
majority of the full Board of Directors. Any member of the executive committee
may resign from the executive committee at any time by giving written notice to
the president or secretary of the Company. Unless otherwise specified, such
resignation shall take effect upon its receipt; the acceptance of such
resignation shall not be necessary to make it effective.
Section 9. Procedure. In the absence of the chairman of the executive
committee, the executive committee shall elect a presiding officer from its
members. The executive committee 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.
C-7
<PAGE>
ARTICLE V. OFFICERS
Section 1. Positions. The officers of the Company shall be a president, one
or more vice presidents, a secretary, and a treasurer or comptroller, each of
whom shall be elected by the Board of Directors. The Board of Directors also may
designate the chairman of the board as an officer. The offices of the secretary
and treasurer or comptroller may be held by the same person and a vice president
also may be either the secretary or the treasurer or comptroller. The Board of
Directors may designate one or more vice presidents as executive vice president
or senior vice president. The Board of Directors may designate one or more vice
presidents as executive vice president or senior vice president. The Board of
Directors also may elect or authorize the appointment of such other officers as
the business of the Company may require. The officers shall have such authority
and perform such duties as the Board of Directors may from time to time
authorize or determine. In the absence of action by the Board of Directors, the
officers shall have such powers and duties as generally pertain to their
respective offices.
Section 2. Election and Term of Office. The officers of the Company shall
be elected annually at the first meeting of the Board of Directors held after
each annual meeting of the shareholders. If the election of officers is not held
at such meeting, such election shall be held as soon thereafter as possible.
Each officer shall hold office until a successor has been duly elected and
qualified or until the officer's death, resignation or removal in the manner
hereinafter provided. Election or appointment of an officer, employee or agent
shall not of itself create contractual rights. The Board of Directors may
authorize the Company to enter into an employment contract with any officer in
accordance with applicable regulations; but no such contract shall impair the
right of the Board of Directors to remove any officer at any time in accordance
with Section 3 of this Article V.
Section 3. Removal. Any officer may be removed by the Board of Directors
whenever in its judgment the best interests of the Company will be served
thereby, but such removal, other than for cause, shall be without prejudice to
the contractual rights, if any, of the person so removed.
Section 4. Vacancies. A vacancy in any office because of death,
resignation, removal, disqualification or otherwise, may be filled by the Board
of Directors for the unexpired portion of the term.
Section 5. Remuneration. The remuneration of the officers shall be fixed
from time to time by the Board of Directors.
ARTICLE VI. CONTRACTS, LOANS, CHECKS AND DEPOSITS
Section 1. Contracts. To the extent permitted by regulations of the Office,
and except as otherwise prescribed by these bylaws with respect to certificates
for shares, the Board of Directors may authorize any officer, employee or agent
of the Company to enter into any contract or execute and deliver any instrument
in the name of and on behalf of the Company. Such authority may be general or
confined to specific instances.
Section 2. Loans. No loans shall be contracted on behalf of the Company and
no evidence of indebtedness shall be issued in its name unless authorized by the
Board of Directors. Such authority may be general or confined to specific
instances.
C-8
<PAGE>
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 Company in any duly
authorized depositories as the Board of Directors may select.
ARTICLE VII. INDEMNIFICATION
The Company shall indemnify its directors, officer, and employees in
accordance with the following requirements:
(a) Definitions and rules of construction.
(1) Definitions for purposes of this Article
(i) Action. The term "action" means any judicial or
administrative proceeding, or threatened proceeding, whether civil, criminal, or
otherwise, including any appeal or other proceeding for review;
(ii) Court. The term "court" includes, without
limitation, any court to which or in which any appeal or proceeding for review
is brought.
(iii) Final judgment. The term "final judgment" means a
judgment, decree, or order which is not appealable or as to which the period for
appeal has expired with no appeal taken.
(iv) Settlement. The term "settlement" includes entry
of a judgment by consent or confession or a plea of guilty or nolo contendere.
(2) References in this Article to any individual or other
person, including any savings bank, shall include legal representatives,
successors, and assigns thereof.
(b) General. Subject to paragraphs (c) and (f) of this Article, the
Company shall indemnify any person against whom an action is brought or
threatened because that person is or was a director, officer, or
employee of the Company, for:
(1) Any amount for which that person becomes liable under a
judgment in such action; and
(2) Reasonable costs and expenses, including reasonable
attorney's fees, actually paid or incurred by that person in defending or
settling such action, or in enforcing his or her rights under this Article if he
or she attains a favorable judgment in such enforcement action.
C-9
<PAGE>
(c) Requirements. Indemnification shall be made to such person under
paragraph (b) of this Article only if:
(1) Final judgment on the merits is in his or her favor; or
(2) In case of:
(i) Settlement,
(ii) Final judgment against him or her, or
(iii) Final judgment in his or her favor, other than
on the merits, if a majority of the disinterested directors of the Company
determine that he or she was acting in good faith within the scope of his or her
employment or authority as he or she could reasonably have perceived it under
the circumstances and for a purpose he or she could reasonably have believed
under the circumstances was in the best interests of the Company or its members.
However, no indemnification shall be made unless the Company gives the Office at
least 60 days' notice of its intention to make such indemnification. Such notice
shall state the facts on which the action arose, the terms of any settlement,
and any disposition of the action by a court. Such notice, a copy thereof, and a
certified copy of the resolution containing the required determination by the
Board of Directors shall be sent to the Regional Director, who shall promptly
acknowledge receipt thereof. The notice period shall run from the date of such
receipt. No such indemnification shall be made if the Office advises the Company
in writing, within such notice period, of its objection thereto.
(d) Insurance. The Company may obtain insurance to protect it and its
directors, officers, and employees from potential losses arising from claims
against any of them for alleged wrongful acts, or wrongful acts, committed in
their capacity as directors, officers, or employees. The Company may not obtain
insurance which provides for payment of losses of any person incurred as a
consequence of his or her willful or criminal misconduct.
(e) Payment of expenses. If a majority of the directors of the Company
conclude that, in connection with an action, any person ultimately may become
entitled to indemnification under this Article, the directors may authorize
payment of reasonable costs and expenses, including reasonable attorneys' fees,
arising from the defense or settlement of such action. Nothing in this paragraph
(e) shall prevent the directors of the Company from imposing such conditions on
a payment of expenses as they deem warranted and in the interests of the
Company. Before making advance payment of expenses under this paragraph (e), the
Company shall obtain an agreement that the Company will be repaid if the person
on whose behalf payment is made is later determined not to be entitled to such
indemnification.
(f) Exclusiveness of provisions. The indemnification of any person
referred to in paragraph (b) shall be governed solely by these bylaws as
provided for in 12 C.F.R. ss.545.121 (b) and the obtaining of insurance as
referred to in paragraph (d) shall be governed by paragraph (d) of 12 C.F.R.
ss.545.121.
C-10
<PAGE>
ARTICLE VIII. CERTIFICATES FOR SHARES AND THEIR TRANSFER
Section 1. Certificates for Shares. Certificates representing shares of
capital stock of the Company shall be in such form as shall be determined by the
Board of Directors and approved by the Office. Such certificates shall be signed
by the chief executive officer or by any other officer of the Company authorized
by the Board of Directors, attested by the secretary or an assistant secretary,
and sealed with the corporate seal or a facsimile thereof. The signature of such
officers upon a certificate may be facsimiles if the certificate is manually
signed on behalf of a transfer agent or a registrar, other than the Company
itself or one of its employees. Each certificate for shares of capital stock
shall be consecutively numbered or otherwise identified. The name and address of
the person to whom the shares are issued, with the number of shares and date of
issue, shall be entered on the stock transfer books of the Company.
All certificates surrendered to the Company for transfer shall be canceled
and no new certificate shall be issued until the former certificate for a like
number of shares has been surrendered and canceled, except that in case of a
lost or destroyed certificate, a new certificate may be issued upon such terms
and indemnity to the Company as the Board of Directors may prescribe.
Section 2. Transfer of Shares. Transfer of shares of capital stock of the
Company shall be made only on its stock transfer books. Authority for such
transfer shall be given only by the holder of record or by his or her legal
representative, who shall furnish proper evidence of such authority, or by his
or her attorney authorized by a duly executed power of attorney and filed with
the Company. Such transfer shall be made only on surrender for cancellation of
the certificate for such shares. The person in whose name shares of capital
stock stand on the books of the Company shall be deemed by the Company to be the
owner for all purposes.
ARTICLE IX. FISCAL YEAR; ANNUAL AUDIT
The fiscal year of the Company shall end on December 31 of each year. The
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. The appointment of such accountants shall be subject to annual
ratification by the shareholders.
ARTICLE X. DIVIDENDS
Subject to the terms of the Company's charter and the regulations and
orders of the Office, the Board of Directors may, from time to time, declare,
and the Company may pay, dividends on its outstanding shares of capital stock.
ARTICLE XI. CORPORATE SEAL
The Board of Directors may provide the Company a seal, which shall be two
concentric circles between which shall be the name of the Company. The year of
incorporation or an emblem may appear in the center.
C-11
<PAGE>
ARTICLE XII. AMENDMENTS
These bylaws may be amended in a manner consistent with regulations of the
Office and shall be effective after: (i) approval of the amendment by a majority
vote of the authorized Board of Directors, or by a majority vote of the votes
cast by the shareholders of the Company at any legal meeting; and (ii) receipt
of any applicable regulatory approval. When the Company fails to meet its quorum
requirements, solely due to vacancies on the board, then the affirmative vote of
a majority of the sitting board will be required to amend the bylaws.
C-12
CHARTERED UNDER THE LAWS OF THE UNITED STATES OF AMERICA
Webster City Federal Bancorp
FULLY PAID AND NON-ASSESSABLE
PAR VALUE $0.10 EACH
THE SHARES REPRESENTED BY THIS
CERTIFICATE ARE SUBJECT TO
RESTRICTIONS; SEE REVERSE SIDE
THIS CERTIFIES that is the owner of
SHARES OF COMMON STOCK OF
Webster City Federal Bancorp
a Federal corporation
The shares evidenced by this certificate are transferable only on the books
of Webster City Federal Bancorp by the holder hereof, in person or by attorney,
upon surrender of this certificate properly endorsed. The capital stock
evidenced hereby is not an account of an insurable type and is not insured by
the Federal Deposit Insurance Corporation or any other Federal or state
governmental agency.
IN WITNESS WHEREOF, Webster City Federal Bancorp has caused this
certificate to be executed by the facsimile signatures of its duly authorized
officers and has caused a facsimile of its seal to be hereunto affixed.
By____________________________ [SEAL] By___________________________
KATHIE R. HIGHLAND, PHYLLIS A. MURPHY,
CORPORATE SECRETARY PRESIDENT AND
CHIEF EXECUTIVE OFFICER
<PAGE>
The Board of Directors of Webster City Federal Bancorp (the "Company") is
authorized by resolution or resolutions, from time to time adopted, to provide
for the issuance of more than one class of stock, including preferred stock in
series, and to fix and state the voting powers, designations, preferences,
limitations and restrictions thereof. The Company will furnish to any
stockholder upon request and without charge a full description of each class of
stock and any series thereof.
The shares represented by this Certificate may not be cumulatively voted on
any matter.
Special meetings of the Company's stockholders relating to a change in
control of the Company or to an amendment of the Charter of the Company may be
called only by the Company's Board of Directors. Special meetings of the
stockholders for any other purpose or purposes shall be called upon the written
request of the holders of not less than 10% of all the outstanding capital stock
of the Company entitled to vote at the meeting.
The following abbreviations when used in the inscription on the face of
this certificate shall be construed as though they were written out in full
according to applicable laws or regulations.
TEN COM - as tenants in common UNIF GIFT MIN ACT-_______Custodian_________
(Cust) (Minor)
TEN ENT - as tenants by the entireties
Under Uniform Gifts to Minors Act
JT TEN - as joint tenants with right
of survivorship and not as
tenants in common(State)
Additional abbreviations may also be used though not in the above list
For value received, ______________________ hereby sell, assign and transfer unto
PLEASE INSERT SOCIAL SECURITY NUMBER OR OTHER IDENTIFYING NUMBER
- --------------------------------------------------------------------------------
(please print or typewrite name and address including postal zip code of
assignee)
- -------------------------------------------------------------------- Shares of
the Common Stock represented by the within Certificate, and do hereby
irrevocably constitute and appoint ______________________________________
Attorney to transfer the said shares on the books of the within named
corporation with full power of substitution in the premises.
Dated ___________________________
In the presence of Signature:
- ---------------------------------- ---------------------------------
NOTE: THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME OF THE
STOCKHOLDER(S) AS WRITTEN UPON THE FACE OF THE CERTIFICATE, IN EVERY PARTICULAR,
WITHOUT ALTERATION OR ENLARGEMENT, OR ANY CHANGE WHATSOEVER.
July 1, 1999
FOR IMMEDIATE RELEASE
Contact: Phyllis A. Murphy, President
and Chief Executive Officer
Tel (515) 832-3071
WEBSTER CITY FEDERAL COMPLETES FORMATION
OF HOLDING COMPANY
Webster City, Iowa - Webster City Federal Savings Bank announced today
that it had completed the formation of Webster City Federal Bancorp as its
holding company. The formation of the holding company was approved by the
stockholders of the Bank on April 21, 1999.
Phyllis A. Murphy, President and Chief Executive Officer of the Bank,
stated "We are pleased to have completed the formation of Webster City Federal
Bancorp. The formation of this Company will allow us to consider repurchases of
common stock if market and financial conditions so warrant. We consider this
additional flexibility important as a tool to increase shareholder value."
Existing shareholders of the Bank automatically become shareholders of
the Company. The Company's common stock will be traded on the NASDAQ "SmallCap"
market under the symbol "WCFBD" for 20 trading days before reverting to the
permanent symbol "WCFB."
Webster City Federal Savings Bank is a federally-chartered savings bank
operating out of Webster City, Iowa. At March 31, 1999, the Bank had $92.9
million of total assets.
