SECURITIES AND EXCHANGE COMMISSION
Washington D.C.
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report - April 21, 2000
Hanover Bancorp, Inc.
(Exact Name of Registrant as Specified in its Charter)
Pennsylvania 0-12524 23-2219814
(State or Other (Commission (IRS Employee
Jurisdiction of File Number) Identification No.)
Incorporation)
33 Carlisle Street 17331
Hanover, Pennsylvania (Zip Code)
(Address of Principal Executive
Offices)
(717) 637-2201
Registrant's Telephone, Including Area Code)
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Item 1. Changes in Control of Registrant.
Not Applicable.
Item 2. Acquisition or Disposition of Assets.
Not Applicable.
Item 3. Bankruptcy or Receivership.
Not Applicable.
Item 4. Changes in Registrant's Certifying Accountant.
Not Applicable.
Item 5. Other Events.
On January 25, 2000, the Board of Directors of the Registrant
adopted two amendments to the Corporation's By-laws which became effective on
that date. The specific By-laws and the nature of the amendments are as follows:
Article II, Section 1.a. - The date of the annual meeting of the
shareholders was changed from no later than April 30 of each year
to no later than May 31 of each year.
Article XVIII - Entire article deleted from By-laws.
On April 21, 2000, the Board of Directors of the Registrant
adopted one amendment to the Corporation's By-laws which became effective on
that date. The specific By-law and the nature of the amendament is as follows:
Article II, Section 1.a. - The date of the annual meeting of the
shareholders was changed from no later than May 31 of each year to
no later than June 30 of each year.
Item 6. Resignations of Registrants Directors.
Not Applicable.
Item 7. Financial Statements and Exhibits.
Exhibit 3(ii) - Amended and Restated By-laws of Hanover Bancorp, Inc.
Item 8. Change in Fiscal Year.
Not Applicable.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned hereunto duly authorized.
HANOVER BANCORP, INC.
(Registrant)
Date: April 21, 2000 \s\ J. Bradley Scovill
J. Bradley Scovill
President and
Chief Executive Officer
(Principal Executive Officer)
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AMENDED AND RESTATED
BY-LAWS
OF
HANOVER BANCORP, INC.
ARTICLE I
PLACE OF BUSINESS
The principal office and place of business of the Corporation shall be
located at 25 Carlisle Street, Hanover, York County, Pennsylvania. Additional
places of business may be established from time to time, and thereafter changed
or discontinued, in the manner prescribed by law.
ARTICLE II
MEETINGS OF SHAREHOLDERS
Section 1.
a. The annual meeting of the shareholders shall be held at the principal
office of the Corporation or at such other place within the Commonwealth as the
Board of Directors shall designate no later than June 30 of each year, at such
particular time on said date as the Board shall designate.
b. A written or printed notice of every such meeting shall be mailed,
charges prepaid, at least five (5) days before the date of the meeting, to every
shareholder of record entitled to vote at the meeting. Such notice shall
specify the date and the hour of the meeting and shall be sent to the last
known residence or place of business of the shareholder entitled to receive
such notice.
Section 2.
At each annual meeting, the shareholders shall elect the number of
Directors specified in these By-Laws to serve until the next succeeding annual
meeting and until their successors are duly elected and qualified; and they
shall transact such other business as may come before them.
Section 3.
a. Special meetings of the shareholders may be called at any time by the
President or a majority of the Board of Directors.
b. Upon receipt of a written request that a meeting be called under the
provisions of paragraph "a" of this Section 3, the Secretary shall call a
special meeting of the shareholders which shall be held at a time not more than
sixty (60) days after the receipt of such request by the Secretary. If the
Secretary neglects or refuses to fix the time of the meeting, the person or
persons calling the meeting may do so.
c. A written or printed notice of every special meeting shall be mailed,
charges prepaid, at least ten (10) days before the date of the meeting, to every
shareholder of record entitled to vote at the meeting. The notice so to be sent
shall state the purpose for which the meeting is being called and shall specify
the day, the hour and the place of such special meeting. The notice shall be
sent to the last known residence or place of business of the shareholder
entitled to receive such notice.
Section 4.
Any annual or special meeting of the shareholders may be adjourned for any
period of time; provided, however, that any meeting at which Directors are to be
elected may be adjourned only from day to day until such Directors shall have
been elected; provided, further, however, that such election shall be held at
the second of such adjourned meetings.
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Section 5.
a. In advance of any meeting of shareholders, the Board of Directors
shall appoint a judge or judges of election to act at such meeting or any
adjournment thereof. Such judges need not be shareholders of the Corporation.
If a judge or judges of election for any reason be not so appointed, the
chairman of any such meeting shall make such appointment at the meeting.
b. The number of judges shall be one or three. If appointed at a
meeting, the majority
of shares present and entitled to vote shall determine whether one or three
judges are to be appointed.
c. No person who is candidate for office shall act as judge.
d. If any person so appointed as judge fails to appear at the meeting or
fails or refuses
to act, the vacancy, thus created, may be filled by appointment made by the
Board of Directors in advance of the convening of the meeting, or, at the
meeting, by the person acting as chairman of the meeting.
e. The judge or judges of election shall determine the number of shares
outstanding; the voting rights of each share; the shares represented at the
meeting; whether or not a quorum is in attendance or is represented; the
authenticity, validity, and the effect of proxies; receive votes or ballots;
hear and determine all challenges and questions in any way arising in connection
with the right to vote; count and tabulate all votes; determine the results of
all ballots cast and the votes taken; and do such acts and establish such
procedures as may be proper to conduct the election and balloting with fairness
to all shareholders. If there be three judges of election, the decision, act,
or certificate of majority shall be as effective, in all respects, as the
decision, act or certificate of all.
f. Upon the request of the chairman of the meeting, or of any
shareholder or his proxy, the judge or judges shall make a report in writing, of
any challenge or question or matter determined by him or them, and shall execute
a certificate of any fact found by him or them. Any report or certificate so
made by the judge or judges, shall be prima facie evidence of the conclusions
therein reached and/or the facts therein found.
Section 6.
a. At any meeting of the shareholders, annual or special, the presence in
person or by
proxy of a majority of the shares outstanding and entitled to vote shall
constitute a quorum.
b. If a quorum is present at the convening of any shareholders' meeting,
then, notwithstanding the withdrawal of some of the shareholders leaving
less that a quorum, the shareholders who remain at such a meeting which shall
have been so duly organized may continue to do business until the adjournment
of the meeting.
c. If a shareholders' meeting cannot be organized for want of a quorum,
those present may adjourn the meeting to such time and place as they may
determine; provided, however, that a meeting called for the election of
Directors may be adjourned twice only and, even though there shall be present at
the second adjourned meeting less than a quorum, as herein defined, Directors
may and shall be elected by those present at the second of such adjourned
meetings.
Section 7.
At all meetings of shareholders, each shareholder shall be entitled to one
vote for each share outstanding in his name on the books of the Corporation.
Each shareholder shall have the right to vote his share or shares either in
person or by proxy duly executed in writing; provided, however, that no proxy
executed more that eleven (11) months previous to an annual meeting shall be
valid at such annual meeting; provided, further, that no proxy executed prior to
the date of the notice of any special meeting shall be valid at such special
meeting.
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Section 8.
a. At least five (5) days before each meeting of shareholders, annual or
special, the Officer of the Corporation who has charge of the stock transfer
books for shares shall make a complete list of all shareholders entitled to vote
at the forthcoming meeting; said list shall be arranged in alphabetical order
with the address of each shareholder and the number of shares held by him. Such
list shall be kept on file and shall be subject to inspection by any shareholder
for any proper purpose at the principal place of business of this corporation
during usual business hours.
b. The list which shall have been prepared in accordance with the
provisions of paragraph "a" of this Section 8, shall be produced and kept open
at the time and place of each shareholders' meeting; the same shall be available
for inspection by any shareholder for any purpose during the entire meeting.
ARTICLE III
BOARD OF DIRECTORS
Section 1.
a. The business of this Corporation shall be managed by a Board of
Directors of not
less than five (5) or more than twenty-five (25) in number.
b. The directors shall be classified with respect to the time they shall
severally hold
office by dividing them into three (3) classes, each consisting as nearly as
possible of one-third (1/3) of the number of the whole Board of Directors;
provided, however, that nothing herein shall be construed to require exact
equality in the number of directors in each class. At the Annual Meeting of
Shareholders to be held in 1983, the directors of one class shall be elected to
hold office for a term of one year; the directors of a second class shall be
elected to hold office for a term of two (2) years; and the directors of a third
class shall be elected to hold office for a term of three (3) years and at each
Annual Meeting of Shareholders thereafter the successors to the class of
directors whose term shall expire that year shall be elected to hold office for
a term of three (3) years so that the term of office of one (1) class of
directors shall expire in each year. The directors shall hold office until the
expiration of the term for which they were elected and until their successors
are elected and have qualified. The number of directors in each class and the
total number of directors that shall constitute the whole Board of Directors
shall, from time to time, be determined by the Board of Directors.
c. Any shareholder who intends to nominate or to cause to have nominated
any candidate for election to the Board of Directors (other than any candidate
proposed by the Corporation's then existing Board of Directors) shall so notify
the Secretary of the Corporation in writing not less than sixty (60) days prior
to the anniversary date of the meeting of shareholders held for the election of
directors in the immediately preceding year. Such notification shall contain
the following information:
(1) the name and address of each proposed nominee;
(2) the age of each proposed nominee;
(3) the principal occupation of each proposed nominee;
(4) the number of shares of the Corporation owned by each proposed
nominee;
(5) the total number of shares that, to the knowledge of the
notifying shareholder, will be voted for each proposed nominee;
(6) the name and residence address of the notifying shareholder;
(7) the number of shares of the Corporation owned by the notifying
shareholder; and
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(8) an indication of whether each nominee has agreed to serve on the
Corporation's Board of Directors.
Any nomination for director not made in accordance with Section shall be
disregarded by the presiding officer of the meeting, and votes cast for each
such nominess shall be disregarded by the judges of election. In the event that
the same person is nominated by more than one shareholder, if at least one
nomination for such person complies with this Section, the nomination shall be
honored and all votes cast for such nominee shall be counted.
Section 2.
a. Every Director shall be a shareholder of this Corporation and he
shall own, in his own right, as tenant by the entirety with his spouse, or
beneficially, one hundred (100) shares of the common stock of this Corporation.
b. No person, except those who are presently serving as Directors, shall
be eligible for election after he or she shall have attained age seventy (70)
years. (Adopted June 2, 1982)
c. Except those Directors who are presently serving as Directors,
Directors shall retire at age seventy (70) years. Directors, who are presently
serving shall retire at age eighty (80) years. (Adopted June 2, 1982)
Section 3.
Any vacancy or vacancies on the Board of Directors caused by death,
resignation or disqualification of a Director or otherwise, may be filled by the
remaining members of the Board, though less than a quorum. Any Director or
Directors so elected shall hold office for the unexpired term of the Director or
Directors whom he, she or they replace, and until his, her or their successor or
successors are elected by the shareholders and qualify.
Section 4.
The Board of Directors shall meet for reorganization on the third Friday of
May in each year.
Section 5.
All meetings of the Board of Directors, regular or special, shall be held at
such place within the Commonwealth of Pennsylvania as the Board of Directors, by
majority action thereof, shall designate.
Section 6.
Regular meetings shall be held on such days and at such hour as the Board,
by action of a majority thereof, shall, from time to time, designate.
Section 7.
a. Special meetings of the Board of Directors may be called by the
Chairman of the Board or by the President or by the Secretary and a Vice
President. Special meetings shall be called whenever three (3) or more members
of the Board shall deliver to the Secretary or any Assistant Secretary a request
in writing that a special meeting be called. Such request shall specify the
purpose for which the special meeting is to be called.
b. Notice of every special meeting shall be given by the Secretary, in
writing, by telephone or telegraph, at least one (1) day before the date of such
meeting. Such notice shall specify the business to be transacted at the special
meeting.
c. No official action may be taken on any merger or acquisition except
at a special meeting of the Board of Directors with notice thereof, in writing,
by telephone or by telegraph, at least fourteen (14) days before the date of
said meeting. Such notice shall specify the nature of the business to be
transacted at the special meeting.
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Section 8.
The order of business at all meetings of the Board of Directors shall be
determined by the Board of Directors.
Section 9.
The Board of Directors shall keep complete and accurate records of their
proceedings in a minute book which shall be kept for that purpose only.
Section 10.
Whenever any Director shall so request, the vote of each Director upon a
particular question shall be recorded in the minutes.
Section 11.
The Board of Directors shall cause to be made, at least once each year, a
complete examination of the books, papers, records and affairs of the
Corporation and the loans and discounts thereof and such other matters as may
be required by law. For the accomplishment of such examination, the Board of
Directors shall have the authority to employ a Certified Public Accountant or
a firm of Certified Public Accountants. A report of each such examination shall
be reasonably made to the Board of Directors who shall thereupon take such
action thereon as shall be necessary. The report of audit shall be required to
be filed by the accountant or accountants who made the audit. A final copy of
the report shall be filed with the Department of Banking of the Commonwealth of
Pennsylvania and such other governmental agencies or departments of the
Commonwealth of Pennsylvania as shall be required by law. A final copy shall be
kept in the files of this Corporation.
Section 12.
No Director shall be entitled to any salary, as such; the Board of Directors
may, however, from time to time, fix a reasonable fee or compensation to be paid
each Director for his services in attending meetings of the Board.
Section 13.
a. No Director of the Corporation shall be personally liable for
monetary damages for any action or any failure to take any action unless:
1. The Director has breached or failed to perform the duties of
his office in good faith in a manner which he reasonably believes to be in
the best interest of the Corporation and with such care, including
reasonable inquiry, skill and diligence, as a person of ordinary prudence
would use under similar circumstances; and
2. the breach or failure to perform constitutes self-dealing,
willful misconduct or recklessness.
b. The provisions of this Section shall not apply to:
1. Any breach of performance of duty or nay failure of performance
of duty by any Director occurring prior to January 27, 1987.
2. The responsibility or liability of a Director pursuant to any
criminal statue.
3. The liability of a Director for payment of taxes pursuant to
local, state or federal law.
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Section 14.
At all meetings of the Board of Directors, a majority of the directors in
office shall constitute a quorum for the transaction of business, and the acts
of a majority of the directors present at a meeting in person at which a quorum
is present shall be the acts of the Board of Directors, except as may be
otherwise specifically provided by statute or by the Articles of Incorporation
or by these By-laws. If a quorum shall not be present in person at any meeting
of the directors, the directors present may adjourn the meeting from time to
time, without notice other than announcement at the meeting, until the quorum
shall be present or as permitted herein. Any action required or permitted to be
taken at a meeting of the Board of Directors must be taken at a meeting duly
called pursuant to these By-Laws and no meeting may be held by conference
telephone or similar communications equipment.
Section 15.
A director who is present at a meeting of the Board of Directors, or of a
committee of the Board of Directors, at which action on any corporate matter is
taken shall be presumed to have assented to the action taken unless his dissent
is entered in the minutes of the meeting or unless he files his written dissent
to the action with the Secretary before the adjournment thereof or transmits the
dissent in writing to the Secretary immediately after the adjournment of the
meeting. The right to dissent shall not apply to a director who voted in favor
of the action. Nothing in this Article III, Section 15 shall bar a director from
asserting that minutes of any meeting incorrectly omitted his dissent if,
promptly upon receipt of a copy of such minutes, he notifies the Secretary, in
writing, of the asserted omission or inaccuracy.
Section 16.
The Board of Directors may appoint a person who previously held the
position of Director to be a Director Emeritus. A Director Emeritus may attend
meetings of the Board of Directors by invitation only. A Director Emeritus may
advise the Board of Directors on any proposed corporate action, but shall not
have any voting rights. For purposes of indemnification pursuant to ARTICLE
VI-A of these By Laws, Directors Emeritus shall be deemed to be "Directors"
and the term "Director" in ARTICLE VI-A shall include in its meaning all those
holding the position of Director Emeritus.
ARTICLE IV
STANDING COMMITTEES
Section 1.
At the first meeting of the Board of Directors after the annual Meeting of
Shareholders, or as soon thereafter as practicable, the Chairman of the Board of
Directors shall appoint, subject to approval by the Board, an Executive
Committee and such other Committees as shall be necessary for the expeditious
management of the business affairs of this Corporation.
Section 2.
The Executive Committee shall be comprised of the Chairman of the Board and
the President and, in addition thereto, of not less than three nor more than
seven members of the Board of Directors. The Chairman of the Board shall be the
Chairman of the Executive Committee.
Section 3.
Of all committees., except the Executive Committee, appointed in the manner
provided in this ARTICLE, the Chairman of the Board shall designate a Chairman.
Section 4.
The Chairman of the Board shall be an ex officio member of every committee;
the President shall be an ex officio member of every committee; except the Audit
Committee.
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Section 5.
As soon as practicable after the appointment of a committee, each committee
shall meet and organize, by the appointment of a secretary and such other
officers as may be necessary. A record of the proceedings of all committees
shall be kept and submitted to the Board of Directors at the regular Board
meeting immediately following such committee meeting. Committee meetings shall
be called by the Chairman and shall be held at such place and time as designated
by the Chairman in calling the meeting.
ARTICLE V
OFFICERS
Section 1.
At the annual reorganization meeting, the Board of Directors may elect a
Chairman of the Board, a Vice-Chairman of the Board, a President, one or more
Vice-Presidents, a Secretary and a Treasurer. The Board, at each reorganization
meeting, may also elect one or more Assistants to any of the aforesaid officers
as they shall deem necessary.
Section 2.
No person not a member of the Board of Directors shall be eligible for
election to the offices of Chairman of the Board of Directors, Vice Chairman of
the Board or President.
Section 3.
Any two (2) or more offices may be held by the same person except that the
same individual may not hold the Offices of President and of Treasurer.
Section 4.
The President shall be and hereby is designated as the Chief Executive
Officer.
Section 5.
The Board of Directors may, from time to time, create such other offices
and assign such duties as they shall deem to be necessary for the proper
management of the affairs of this Corporation. Any officer or agent of the
Corporation may be removed by the Board of Directors with or without cause. The
removal shall be without prejudice to the contract rights, if any, of any person
so removed. Election or appointment of any officer or agent shall not of itself
create contract rights.
Section 6. The Chairman of the Board
The Chairman of the Board shall be Chairman of the Executive Committee; he
shall preside at all meetings of shareholders, of the Board of Directors and of
the Executive Committee; he shall act in an advisory capacity to the Board of
Directors, the Executive Committee and officers of the Corporation. In the
absence of the President, the Chairman of the Board shall discharge the duties
of the President. In absence of both President and the Chairman of the Board,
the Vice-Chairman of the Board shall discharge the duties of the President.
Section 7. The President
The President shall have general supervision of the business of the
Corporation. He shall be responsible to the Board of Directors for planning,
directing, coordinating and controlling the Corporation's activities within the
scope of basic policies established and authority delegated by the Board and in
so doing, for maintaining the direction and momentum of the business of the
Corporation toward the objectives established by the Board. He shall perform
such other duties as may, from time to time, be prescribed by the Board of
Directors.
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Section 8. The Vice President
The Vice President or Vice Presidents shall perform such duties as may be
prescribed by the Chief Executive Officer.
Section 9. The Secretary
The Secretary shall keep the minutes of the meetings of the Board of
Directors and of the meetings of the shareholders. He or one of the Assistant
Secretaries shall see that proper notices are given of all meetings of which
notice is required. He shall have authority, when necessary, to attest to the
Corporate Seal when affixed to written instruments property executed on behalf
of the Corporation. Generally, he shall perform such other duties as may be
prescribed from time to time, by the Board, the Executive Committee or the
President.
Section 10. The Assistant Secretaries
The Assistant Secretaries shall perform such duties as shall be prescribed
by the President, or the Secretary.
ARTICLE VI
AUTHORITY OF EXECUTIVE OFFICERS
Section 1.
The President and such other officer(s) as may be designated by the Board
of Directors shall each have authority and power to execute and to affix the
Corporate Seal to any Power of Attorney necessary to effect the transfer of any
stocks, bonds, loans or scrip standing in the name of the Corporation in its own
right.
Section 2.
The President and such officer(s) as may be designated by the Board of
Directors shall each have the power and authority to assign any and all
registered bonds standing at any time in the name of the Corporation in its own
right, and to appoint one or more attorneys for that purpose.
Section 3.
The President and such other officer(s) as may be designated by the Board
of Directors shall each have the power and authority to transfer any policies of
insurance at any time standing in the name of the Corporation.
Section 4.
The President or any Vice-President, together with the Secretary or the
Assistant Secretaries, are authorized to do and perform such Corporate and
Official acts as are necessary in the carrying on of the business of the
Corporation, subject always to the directions of the Board of Directors and the
Executive Committee. Subject to like limitations, the said Officers are fully
empowered to make and execute all deeds, leases, releases, agreements,
contracts, bills of sale, assignments, letters of attorney or substitution and
other instruments or contracts as may be necessary or desirable for the proper
conduct of business of the Corporation; and to cause the Corporate Seal to be
affixed to any and all such instruments, and attested by the Secretary of an
Assistant Secretary and duly acknowledged.
Section 5.
"The President shall have authority to designate such of the officers
and/or employees who shall have power and authority to sign checks, drafts,
letters of credit, orders, receipts or acquittances and to endorse checks,
orders, drafts and vouchers made payable or endorsed to the Corporation."
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ARTICLE VI-A
INDEMNIFICATION
a. The Corporation shall indemnify any officer or director of the
Corporation made or threatened to be made a party to any civil, criminal,
administrative or investigative action, suit or proceeding (whether brought by
or in the name of the Corporation or otherwise) arising out of such person's
service to the Corporation or to another organization at the Corporation's
request against all expenses, (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by such person in
connection with such action, suit or proceeding. Such right to indemnification
shall not apply in relation to matters as to which such person shall be finally
adjudicated to have been guilty of willful misconduct or recklessness.
b. Expenses incurred by any officer or director in defending any civil
or criminal action, suit or proceeding shall be paid by the Corporation in
advance of the final disposition of such action, suit or proceeding upon receipt
of an undertaking, in form and scope satisfactory to Corporation, by or on
behalf of such person to repay such amount if it shall ultimately be determined
that such officer or director is not entitled to such indemnification.
c. The indemnification and advancement of expenses provided by this
Article shall not be deemed exclusive of any other rights to which a person
seeking indemnification may be entitled under any by-law, vote of shareholders
or directors, agreement or otherwise, and shall continue as to any person who
has ceased to be an officer or director of Corporation and shall ensure to the
benefit of the heirs, executors and administrators of such person.
d. The Corporation may purchase and maintain insurance, create a fund of
any nature, grant a security interest or otherwise secure or insure in any
manner its indemnification obligations, whether arising hereunder or otherwise.
e. The provisions of this ARTICLE shall not apply to any action, suit or
proceeding filed prior to January 27, 1987, or to any breach of performance of
duty or any failure of performance of duty by any officer or director occurring
prior to January 27, 1987.
ARTICLE VII
EMPLOYEES
Section 1.
a. Employees of the Corporation, other than the Officers may be
appointed or dismissed by the President, or, in his absence, by a
Vice-President. A list of employees, their duties, and salaries shall be
submitted to the Board or the Executive Committee should they, or either of
them, at any time so require.
b. The President, or any of the Officers to whom he shall delegate the
power and authority, shall assign the duties and responsibilities to the
employees.
c. Training and supervision of the employees shall be the
responsibilities of the President who may delegate these powers and duties among
the several Officers.
d. Heads of various departments within the Corporation shall be
designated, from time to time, by the Chief Executive Officer who shall define
the duties and indicate the responsibilities of such heads of departments.
e. The Chief Executive Officer shall, at all times, maintain an
organization chart of all officers and employees of the Corporation. Such chart
shall be maintained on a current basis to reflect accurately the assignment of
personnel and shall be consistent with the provisions of these by-laws.
Section 2.
Except for necessary information to patrons concerning their own business,
no Director, officer or employee shall disclose any of the business of the
Corporation which is not of a public nature or required by law.
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ARTICLE VIII
SURETY BONDS
All officers and employees of the Corporation as well as any Director who is
authorized to receive payments of money or to handle negotiable securities on
behalf of the Corporation, shall, before entering upon the performance of their
duties, furnish a bond in such amount and with such surety as shall be approved
by the Board of Directors. The cost or premium on such bonds shall be paid by
the Corporation.
ARTICLE IX
DIVIDENDS
Section 1.
The Board of Directors may, from time to time, at any duly convened regular
or special meeting or by unanimous consent in writing, declare and pay dividends
upon the outstanding shares of capital stock of the corporation in cash,
property or shares of the Corporation, as long as any dividend shall not be in
violation of law and the Articles of Incorporation.
Section 2.
Before payment of any dividend, there may be set aside out of any funds of
the Corporation available for dividends such sum or sums as the Board of
Directors from time to time, in their absolute discretion, think proper as a
reserve fund to meet contingencies, or for equalizing dividends, or for the
repairing or maintaining any property of the Corporation, or for such other
purposes as the Board of Directors shall believe to be for the best interests of
the Corporation, and the Board of Directors may reduce or abolish any such
reserve in the manner in which it was created.
ARTICLE X
CERTIFICATES FOR SHARES
Section 1.
The share certificates of the Corporation shall be numbered and registered
in a share register as they are issued; shall bear the name of the registered
holder, the number and class of shares represented thereby, shall be signed by
the President or a Vice President and the Secretary or the Treasurer or any
other person properly authorized by the Board of Directors, and shall bear the
corporate seal, which seal may be a facsimile engraved or printed. Where the
certificate is signed by a transfer agent or a registrar, the signature of any
corporate officer on such certificate may be a facsimile engraved or printed. In
case any officer who has signed, or whose facsimile signature has been placed
upon, any share certificate shall have ceased to be such officer because of
death, resignation or otherwise before the certificate is issued, it may be
issued by the Corporation with the same effect as if the officer had not ceased
to be such at the date of its issue.
Section 2.
If a certificate for shares be lost or destroyed another may be issued in
its place only upon the following condition the owner shall furnish to the
Corporation:
(1) An affidavit that such share certificate or certificates have
been lost or destroyed and that the owner is unable to locate the same;
that the owner has not at any time sold, pledged or otherwise disposed of
his interest in such shares or his title to same; that the affidavit is
made for the purpose of obtaining a new share certificate or certificates.
(2) A bond, in such form and with such surety as may be approved by
the President or Vice-President and in such amount as the Board of
Directors shall determine, but, in no event less than double the amount of
the then current market value of the shares represented by the lost
certificate or certificates; the bond shall be conditioned to indemnify
against any loss by reason of the issuance of the new certificate.
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(3) An agreement to deliver to the Corporation duly endorsed the
lost certificate or certificates if found.
Section 3.
The transfer book for shares of the Corporation may be closed for such
length of time as the Directors may determine, from time to time, before the
payment of any dividends and before any annual or special meeting of
shareholders.
Section 4:
Upon surrender to the Corporation of a share certificate duly endorsed by
the person named in the certificate or by attorney duly appointed in writing
and accompanied where necessary by proper evidence of succession, assignment or
authority to transfer, a new certificate shall be issued to the person entitled
thereto and the old certificate cancelled and the transfer recorded upon the
transfer books shall be made if it would not be inconsistent with the provisions
of Article 8 of the Pennsylvania Uniform Commercial Code.
ARTICLE XI
CORPORATE SEAL
Section 1.
The seal of the Corporation shall contain the words "Hanover Bancorp,
Inc."
Section 2.
The affixation of the corporate seal shall not be necessary to the valid
execution, assignment or endorsement by the corporation of any instrument or
other document.
ARTICLE XII
BUSINESS HOURS
The Corporation shall be open for business at such times as the Board of
Directors shall, from time to time, designate.
ARTICLE XIII
FISCAL YEAR
The fiscal year of the Corporation shall begin on the first day of January
in each year and end on the 31st day of December in each year.
ARTICLE XIV
CONTRIBUTIONS
The Board of Directors shall have authority to make charitable donations,
or any other contributions which, in the opinion of the Board of Directors, are
considered necessary or desirable, for the proper conduct and development of the
business of the Corporation.
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ARTICLE XV
NOTICES AND WAIVERS
Section 1.
Whenever written notice is required to be given to any person under the
provisions of applicable law, the Articles of Incorporation or of these By-laws,
it may be given to the person either personally or by sending a copy thereof by
first class or express mail, postage prepaid, or by telegram (with messenger
service specified), telex or TWX (with answerback received) or courier service,
charges prepaid, or by telecopies, to his address (or to his telex, TWX,
telecopier or telephone number) appearing on the books of the Corporation or, in
the case of directors, supplied by him to the Corporation for the purpose of
notice. If the notice is sent by mail, telegraph or courier service, it shall
be deemed to have been given to the person entitled thereto when deposited in
the United States mail or with a telegraph office or courier service for
delivery to that person or, in the case of telex or TWX, when dispatched. A
notice of meeting shall specify the place, day and hour of the meeting and any
other information required by any other provisions of these By-laws.
Section 2.
Whenever any written notice is required to be given under the provisions of
applicable law, the Articles of Incorporation or of these By-laws, a waiver
thereof in writing, signed by the person or persons entitled to the notice,
whether before or after the time stated therein, shall be deemed equivalent to
the giving of the notice. Except as otherwise required by these By-laws,
neither the business to be transacted at, nor the purpose of, a meeting need be
specified in the waiver of notice of the meeting. In the case of a special
meeting of shareholder, the waiver of notice shall specify the general nature of
the business to be transacted.
Section 3.
Attendance of a person at any meeting shall constitute a waiver of notice
of the meeting except where a person attends a meeting for the express purpose
of objecting, at the beginning of the meeting, to the transaction of any
business because the meeting was not lawfully called or convened.
ARTICLE XVI
EMERGENCIES
Section 1.
The Board of Directors may not adopt emergency By-Laws during any
emergency resulting from an attack on the United States, a nuclear disaster or
any other catastrophe as a result of which a quorum of the Board of Directors
cannot readily be assembled.
Section 2.
The Board of Directors, either before or during any emergency, may not
provide or modify lines of succession in the event that, during any emergency,
any or all officers or agents of the Corporation shall for any reason be
rendered incapable of discharging their duties and may not change the head
offices or designate alternate head offices and may not authorize the officers
to do so.
Section 3.
The By-Laws of this Corporation shall remain in effect during any
emergency.
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ARTICLE XVII
AMENDMENTS
Section 1.
Subject to the provisions of this ARTICLES XVII, these By-Laws may be
amended at any regular meeting of the Board of Directors or at any special
meeting of the Board of Directors called for that specific purpose. Notice of
such proposed amendment shall be given, in writing, to each Director at least
ten (10) days prior to the meeting at which such amendment or amendments are to
be voted on. The notice shall contain a complete copy of the proposed amendment.
Section 2.
These By-Laws may be amended at such meeting and after such notice as
specified in Section 1 of this ARTICLE XVII by the affirmative vote of
two-thirds of a number of Directors then constituting the Board of Directors.
Section 3.
The affirmative vote of the holders of at least seventy-five (75%) percent
of the outstanding shares of voting stock of the Corporation shall be required
to amend or repeal ARTICLE III, Section 13, and ARTICLE VI-A of these By-Laws.
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