UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 5, 1998
COMMUNITY BANCORP.
(Exact name of registrant as specified in its charter)
Vermont 000-16435 03-0284070
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
Community Bancorp.
Derby Road
Derby, VT 05829
(Address of principal executive offices)
Registrant's telephone number, including area code: (802) 334-7915
Not applicable
(Former name or former address, if changed since last report)
Item 5. Other Events
On May 5, 1998, the Shareholders of Community Bancorp. (the
"Corporation") voted to amend Article Five of the Corporation's
Articles of Association to increase the number of shares the
Corporation has authority to issue from 2,000,000 to 6,000,000.
On July 7, 1998 the Board of Directors of the Corporation
voted to restate the Articles of Association to incorporate the
above amendment and other amendments previously approved by the
Shareholders.
Item 7. Exhibits
Exhibit 1 Restated Articles of Association of Community
Bancorp.
EXHIBIT 1
ARTICLES OF ASSOCIATION
OF
COMMUNITY BANCORP.
(As Restated)
July 7, 1998
ARTICLE ONE
NAME
The name of the Corporation shall be Community Bancorp.
ARTICLE TWO
OPERATING YEAR
The Corporation shall operate on a calendar year basis.
ARTICLE THREE
DURATION
The period of duration shall be perpetual.
ARTICLE FOUR
PURPOSES
The purpose or purposes for which the Corporation is organized
are:
(a) To act as a bank holding company;
(b) To transact any and all lawful business for which
Corporations may be incorporated under the Vermont Business
Corporation Act as permitted to bank holding companies;
(c) To do each and every thing necessary, suitable, or proper
for the accomplishment of any of the purposes or for the
attainment of any one or more of the objects herein enumerated
or which at any time appear conducive to or expedient for the
protection or benefit of the Corporation;
(d) To exercise all powers granted to Corporations under the
Vermont Business Corporation Act.
The foregoing clauses shall be construed as powers as well as
objects and purposes, and the matter expressed in each clause
shall, unless herein otherwise expressly provided, be in nowise
limited by reference to or inference from the terms of any other
clause, but shall be regarded as independent objects, purposes, and
powers, and shall not be construed to limit or restrict in any
manner the meaning of the general terms or the general powers of
the Corporation.
ARTICLE FIVE
STOCK
The aggregate number of shares the Corporation shall have
authority to issue is 6,000,000 shares, common, with a par value of
$2.50 per share.
ARTICLE SIX
BOARD OF DIRECTORS
The following provisions shall govern the classification,
election, appointment and removal of directors.
Section A. Subject to Section D below, the Board of Directors
shall consist of not less than 9 nor more than 25 shareholders, the
exact number to be fixed from time to time in the manner set forth
in the Bylaws. The Directors (other than directors, if any, elected
under Article Fifteen of these Articles) shall be classified, with
respect to the time for which they severally hold office, into three
classes, as nearly equal in number as possible. Upon their initial
election, the members of the first class shall hold office for a
term expiring at the next annual meeting of shareholders after their
election, the members of the second class shall hold office for a
term expiring at the second annual meeting of shareholders after
their election, and the members of the third class shall hold office
for a term expiring at the third annual meeting of shareholders after
their election. At each annual meeting of shareholders following
such initial classification and election, directors elected to succeed
those directors whose terms expire shall be elected for a term of
office to expire at the third succeeding annual meeting of shareholders
after their election.
Section B. Subject to Section D below, any vacancies in the
Board of Directors resulting from death, resignation, retirement or
removal from office of a director may be filled by the Board of
Directors, acting by a majority of the directors then in office
(other than directors, if any, elected under Article Fifteen of
these Articles), although less than a quorum. Any director chosen
to fill a vacancy as provided herein shall hold office until the
next election of the class for which such director shall have been
chosen and until his successor shall have been elected and shall
have qualified. No decrease in the number of directors shall
shorten the term of any incumbent director.
Section C. Subject to Section D below, any director, or the
entire Board of Directors, may be removed from office at any time,
but only for cause and only by the affirmative vote of the holders
of at least seventy-five percent (75%) of the combined voting power
of all the then-outstanding shares of the Corporation's capital
stock entitled to vote generally in the election of the directors
(other than directors, if any, elected under Article Fifteen of
these Articles.)
Section D. Nothing contained in Sections A through C of this
Article Seven shall be deemed to alter, amend or repeal any of the
provisions of Article Fifteen of these Articles of Association,
which confers, under circumstances described therein, on the
holders of the debentures referred to therein, the right to elect
directors in certain circumstances. During any period in which
such rights may be exercised, the provision or provisions
conferring such rights shall prevail over any provision of this
Article Seven inconsistent therewith.
ARTICLE SEVEN
AMENDMENT OF ARTICLES OF ASSOCIATION AND BYLAWS
Except as hereinafter provided for in this Article Eight, the
Bylaws of the Corporation may be altered, amended or repealed by
the directors, acting by resolution of the shareholders.
Notwithstanding any other provision of these Articles of
Association or the Bylaws of the Corporation and notwithstanding
the fact that some lesser percentage may be specified by law, the
affirmative vote of the holders of 75% or more of the combined
voting power of the then-outstanding shares of the Corporation's
capital stock entitled to vote generally in the election of
directors (other than directors, if any, elected under Article
Fifteen of these Articles) shall be required to amend, alter,
change or repeal, in whole or in part, (1) Article Seven of these
Articles of Association, or (2) Sections 3.02, 3.03, 3.04, 3.05 or
3.06 of the Corporation's Bylaws.
ARTICLE EIGHT
PREEMPTIVE RIGHTS DENIED
No holder of any shares of the capital stock of any class of
the Corporation shall have any preemptive or preferential right of
subscription to any shares of any class of stock of the Corporation
nor any obligations convertible into stock of the Corporation,
whether now or hereafter authorized, issued, or sold.
ARTICLE NINE
VOTING
The holders of the common shares of stock in this Corporation
shall have the exclusive voting rights and powers including the
exclusive right to notice of shareholders' meeting, and each
outstanding share, regardless of class, shall be entitled to one
vote on each matter submitted to a vote at a meeting of
shareholders.
Cumulative voting for the election of directors is prohibited.
ARTICLE TEN
CONTRACTS WITH INTERESTED PARTIES
A contract or transaction between the Corporation and any
other person (as used herein the term "person" means an individual,
firm, trust, partnership, joint venture, association, Corporation,
political subdivision or instrumentality, or other entity) shall
not be affected or invalidated by the fact that (a) any director,
officer, or security holder of the Corporation is also a party to,
or has a direct or indirect interest in, such contract or
transaction; or (b) any director, officer, or security holder of
the Corporation is in any way connected with such other person or
with any of its officers or directors.
Every person who may become a director of the Corporation is
hereby relieved from any liability that might otherwise exist from
contracting with the Corporation for the benefit of himself or of
any person in which he has any interest, provided that such
contract is approved by a quorum of the Board of Directors acting
in good faith and provided that the interested director is not
present when such contract is approved by the Board of Directors.
ARTICLE ELEVEN
INDEMNIFICATION
Section A. The Corporation shall indemnify any person who was
or is a party or is threatened with being made a party to any
threatened, pending, or completed action, suit, or proceeding,
whether civil, criminal, administrative, or investigative (all such
actions, suits, and proceedings and accompanying modifiers being
comprehended by the term "Proceeding") (excluding actions by, or in
the right of, the Corporation), by reason of the fact that he is or
was a director or officer of the Corporation, or is or was serving
at the request of the Corporation as a director, officer, employee,
or agent of another person. Such indemnification may be made only
against those expenses (including attorneys' fees), judgments,
fines and amounts paid in settlement actually and reasonably
incurred by such person in connection with such proceeding if (i)
he is successful on the merits; or (ii) he acted in the transaction
which is the subject of the proceeding in good faith and in a
manner he reasonably believed to be in or not opposed to the best
interest of the Corporation, and, with respect to any criminal
proceeding, he had no reasonable cause to believe his conduct was
unlawful. The termination of any proceeding by judgment, order,
settlement, conviction, or upon a plea of nolo contendre or its
equivalent, shall not, of itself, create a presumption that the
person did not act in good faith and in a manner which he
reasonably believed to be in or not opposed to the best interest of
the Corporation, nor, with respect to any criminal proceeding, that
he had reasonable cause to believe that his conduct was unlawful.
Section B. The Corporation shall indemnify any person who was
or is a party or is threatened with being made a party to a
proceeding by or in the right of the Corporation by reason of the
fact that he is or was a director or officer of the Corporation, or
is or was serving at the request of the Corporation as a director,
officer, employee, or agent of another person. Such
indemnification may be made against expenses (including attorneys'
fees) actually and reasonably incurred by such person in connection
with the defense of settlement of such proceeding if (i) he is
successful on the merits; or (ii) he acted in the transaction which
is the subject of the proceeding in good faith and in a manner he
reasonably believed to be in or not opposed to the best interest of
the Corporation. However, no indemnification may be made in
respect to any claim, issue, or matter in relation to which such
person shall have been adjudged to be liable for gross negligence
or misconduct in the performance of his duty to the Corporation.
Notwithstanding the foregoing exception, indemnification may be
made to the extent that the Court or administrative body in which
such proceeding was brought shall determine upon application that
despite the adjudication of liability but in view of all the
circumstances of the case, such person is fairly and reasonably
entitled to indemnification for such expenses as the Court or
administrative body shall deem proper.
Section C. Any indemnification under Section A or Section B
of this Article (other than one ordered by a court) may be made by
the Corporation only upon a determination that indemnification of
such person is proper in the circumstances because he has met the
applicable standard of conduct set forth in such Section. Such
determination shall be made by the Board of Directors by a majority
vote of a quorum consisting of directors who were not parties to
such proceeding; or, if such quorum is not obtainable (or, even if
obtainable, if a quorum of disinterested directors so directs), by
independent legal counsel in a written opinion, or by the
shareholders of the Corporation; or through such procedures as
shall be authorized in the Bylaws of the Corporation.
Section D. Expenses incurred in defending a civil or criminal
proceeding may be paid by the Corporation in advance of the final
disposition of such proceeding as authorized by the Board of
Directors or other appropriate body or party in the manner provided
in Section C of this Article Twelve only when the Corporation has
received an undertaking by or on behalf of the person who is to
receive such payment to repay such amount unless it shall
ultimately be determined that he is entitled to be indemnified by
the Corporation as authorized in this Article Twelve.
Section E. In determining whether the standard of conduct set
forth in Section A or Section B has been met, it may be determined
that a person has met the standard as to some matters but not as to
others, and the amount of indemnification may be accordingly
prorated.
Section F. The indemnification provided by Sections A through
E shall not be exclusive of any other rights to which a person may
be entitled by law, bylaw, agreement, vote of shareholders, or
otherwise.
Section G. The indemnification provided by Section A through
E shall inure to the heirs, executors and administrators of any
person entitled to indemnification under this Article.
Section H. The Corporation may purchase and maintain insurance
on any person who is or was a director or officer of the
Corporation or is or was serving at the request of the Corporation
as a director, officer, employee, or agent of another person
against any liability incurred by him in any such position, or
power to indemnify him against such liability under Sections A
through E.
ARTICLE TWELVE
REPURCHASE OF STOCK
The Corporation is authorized to purchase, directly or indirectly,
its own shares to the extent of the aggregate of the unreserved
and unrestricted earned surplus and unreserved and unrestricted
capital surplus available therefor, without submitting such
purchase to a vote of the shareholders of the Corporation.
ARTICLE THIRTEEN
AUTHORITY TO BORROW
The Board of Directors is expressly authorized, without the
consent of the stockholders, except so far as such consent is
herein or by law provided, to issue and sell or otherwise dispose
of, for any purpose, the Corporation's bonds, debentures, notes or
other securities or obligations, upon such terms and for such
consideration as the Board of Directors shall deem advisable and to
authorize and cause to be executed mortgages, pledges, charges and
liens upon all or part of the real and personal property rights,
interests and franchise of the Corporation, including contract
rights, whether at the time owned or thereafter acquired.
ARTICLE FOURTEEN
VOTING RIGHTS OF DEBENTURE HOLDERS
In addition to any voting rights and powers otherwise provided
in these Articles of Association or by law to holders of the
Corporation's debentures, at any time an arrearage in debenture
interest payments (as hereinafter defined) shall have existed for
at least thirty days and be continuing, upon a special meeting of
holders of the Corporation's debentures called as hereinafter
provided, the number of directors constituting the Board of
Directors of the Corporation may be increased by two and the
holders of the outstanding debentures shall have the exclusive and
special right, voting together as a single class (with each
debenture being entitled to one vote), to elect two directors of
the Corporation to fill such newly created directorships, provided
that such right shall not apply at any such meeting if or to the
extent that two members of the Board of Directors whose terms of
office do not expire at the meeting have previously been elected by
the holders of outstanding debentures as aforesaid. Such right to
elect two directors shall continue until such time as there shall
not exist any arrearage in debenture interest payments.
Each director so elected (a "Debenture Director") shall continue
to serve as such director for the lesser of (i) a period of six
months following the date on which there is no longer an arrearage
in debenture interest payments, or (ii) the full term for which
such director has been elected. Any Debenture Director may me
removed by, and shall not be removed except by, the vote of the
holders of the outstanding debentures, voting together as a single
class, at any special meeting called for that purpose. So long as
any arrearage in debenture interest payments shall exist (i) any
vacancy in the office of a Debenture Director may be filled (except
as provided in the following clause (ii))by an instrument in
writing signed by the remaining Debenture Director and filed with
the Secretary of the Corporation, and (ii) in case two such
vacancies exist or in the case of the removal of any Debenture
Director, the vacancy may be filled by the vote of the holders of
the outstanding debentures, voting together as a single class, at
any special meeting called for that purpose. Each director elected
as aforesaid by the remaining Debenture Director shall be deemed,
for all purposes hereof, to be a Debenture Director. Whenever the
term of office of the Debenture Director shall end and no arrearage
in debenture interest payments shall exist, the number of directors
constituting the Board of Directors of the Corporation
automatically shall be reduced by two.
For purposes of this Article, an "arrearage in debenture interest
payments" shall be deemed to have occurred whenever interest on the
Corporation's debentures for two or more interest periods shall be
in arrears and unpaid, in whole or in part, and, having so occurred,
such arrearage shall be deemed to exist thereafter until, but only
until, full interest on all outstanding debentures shall have been
paid, or a sufficient sum set apart for the payment of such interest,
to and including the end of the last preceding interest period.
At any time when such special voting power has vested in the
holders of debentures as herein above set forth, a proper officer
of the Corporation will, upon the written request of the holders of
record of at least 5% of the principal amount of debentures at the
time outstanding, addressed to the secretary of the Corporation,
call a special meeting of the holders of debentures for the purpose
of electing directors, with notice as provided for special meetings
of shareholders. Such meeting will be held at the earliest legally
permissible date at the principal office of the Corporation. If
such meeting has not been called by a proper officer of the
Corporation within ten days after personal service of said written
request upon the secretary of the Corporation at its principal
office, then the holders of record of at least 5% of the principal
amount of debentures at the time outstanding may designate in
writing one of their number to call such meeting at the expense of
the Corporation, and such meeting may be called by such person so
designated upon the notice required for special meetings of
shareholders and will be held at the Corporation's principal
office. Any holder of debentures so designated will be given
access to the record books of the Corporation for the purpose of
causing meetings of debenture holders to be called pursuant to
these provisions.
At any meeting or at any adjournment or adjournments thereof
held for the purpose of electing directors at which the holders of
debentures have the special right, voting separately as a class, to
elect directors as provided in this Article, the presence, in
person or by proxy, of the holders of 50% of the principal amount
of debentures at the time outstanding will be required to
constitute a quorum for the election of any director by the holders
of debentures exercising such special right. The election of
directors at any such meeting shall be by plurality vote.
ARTICLE FIFTEEN
INCORPORATOR
The incorporator is a natural person who has attained the age
of majority and is a resident of the State of Vermont.
Dated at Derby, in the County of Orleans, and State of
Vermont, this 18th day of June, 1982.
/s/ Arthur S. Judd, Jr.
Incorporator
P.O. Box 398
Derby, Vermont 05829
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.
COMMUNITY BANCORP.
Date: September 8, 1998 By: /s/ Richard C. White
Richard C. White
President
