COMMUNITY BANCORP, INC.
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
April 8, 1997
________________________________________________
NOTICE IS HEREBY GIVEN that the 1997 Annual Meeting of Shareholders of
Community Bancorp, Inc. ("Corporation") will be held at the Main Office of the
Corporation, 17 Pope Street, Hudson, Massachusetts, on Tuesday, April 8, 1997
at 10 o'clock a.m., for the purpose of considering and voting upon the
following matters:
1. To fix the number of Directors who shall constitute the full
Board of Directors at eleven.
2. To elect as Directors the four individuals listed as nominees
in the Proxy Statement accompanying this notice of meeting,
who, together with the seven Directors whose terms of office do
not expire at this meeting, will constitute the full Board of
Directors.
3. To amend the Articles of Organization of the Corporation to
increase the authorized common stock, par value $2.50, of the
Corporation from 4,000,000 to 12,000,000 shares.
4. Such other matters as may properly be brought before the meeting
and any adjournment thereof.
The record date and hour for determining shareholders entitled to notice of,
and to vote at, the meeting, has been fixed at 5 o'clock p.m., March 3, 1997.
By Order of the Board of Directors,
/s/ Donald R. Hughes, Jr.
----------------------------
Donald R. Hughes, Jr., Clerk
March 19, 1997
PLEASE SIGN THE ENCLOSED FORM OF PROXY AND RETURN IT PROMPTLY IN THE ENVELOPE
PROVIDED FOR THAT PURPOSE. YOU MAY NEVERTHELESS VOTE IN PERSON IF YOU DO
ATTEND THE MEETING.
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COMMUNITY BANCORP, INC.
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
April 8, 1997
The following information is furnished in connection with the solicitation of
proxies by the management of Community Bancorp, Inc. ("Corporation"), whose
principal executive office is located at 17 Pope Street, Hudson, Massachusetts,
(Telephone: 508-568-8321), for use at the Annual Meeting of Shareholders of
the Corporation to be held on Tuesday, April 8, 1997.
As of March 3, 1996, 2,935,012 shares of common stock of the Corporation were
outstanding and entitled to be voted.
The record date and hour for determining shareholders entitled to vote has been
fixed at 5 o'clock p.m., March 3, 1997. Only shareholders of record at such
time will be entitled to notice of, and to vote at, the meeting. Shareholders
are urged to sign the enclosed form of proxy solicited on behalf of the
management of the Corporation and return it at once in the envelope enclosed
for that purpose. The proxy does not affect the right to vote in person at
the meeting and may be revoked prior to its exercise. Proxies will be voted in
accordance with the shareholder's directions.
If no directions are given, proxies will be voted to fix the number of
Directors of the Corporation at eleven; to elect Alfred A. Cardoza, Argeo R.
Cellucci, Antonio Frias and Dennis F. Murphy, Jr. to the Board of Directors of
the Corporation to serve until the Annual Meeting of Shareholders in the year
2000 and until their successors are duly elected and qualified; and to increase
the authorized common stock of the Corporation from 4,000,000 shares of common
stock, par value $2.50, to 12,000,000 shares of common stock, par value $2.50
per share.
The financial statements of the Corporation for 1996 have been mailed to the
shareholders with the mailing of this Notice and Proxy Statement.
The cost of the solicitation of proxies is being paid by the Corporation. The
Proxy Statement will be mailed to shareholders of the Corporation on or about
March 19, 1996.
<PAGE>
-2-
Determination of Number of Directors
and Election of Directors
------------------------------------
The persons named as proxies intend to vote to fix the number of Directors for
the ensuing year at eleven and vote for the election of the persons named below
as Nominees for Election at This Meeting as Directors, each to hold office
until the annual meeting held in the year indicated in the column designated
"Term of Office." If any nominee should not be available for election at the
time of the meeting, the persons named as proxies may vote for another person
in their discretion or may vote to fix the number of Directors at less than
eleven. The management does not anticipate that any nominee will become
unavailable.
The by-laws of the Corporation provide in substance that the Board of Directors
shall be divided into three classes as nearly equal in number as possible, and
that the term of office of one class shall expire and a successor class be
elected at each annual meeting of the shareholders.
The present number of Directors is eleven. It is proposed by the Board that at
the meeting the number of Directors who shall constitute the full Board of
Directors until the next annual meeting be fixed at eleven and that the four
nominees listed below be elected to serve until the date indicated opposite
their names. All of the nominees are currently Directors.
Opposite the name of each nominee and each continuing Director in the following
table is shown: (1) the number of shares of stock of the Corporation owned
beneficially by each such person; (2) for those persons serving as Directors of
the Corporation, the date on which such person's term of office as Director
began; (3) the term of office for which such person will serve; and (4) such
person's current principal occupation or employment.
<PAGE>
-3-
Nominees For Election at This Meeting
-------------------------------------
Has Served
on Board of
Shares of Directors
Stock Owned of the
Beneficially Corporation
as of or Its Term
March 1, Predecessor of Principal
Name 1997 (1) Since Office Occupation
---- ------------ ------------ ------ ----------
Alfred A. Cardoza 22,486 1971 2000 Director of
Corporation
and Hudson
National Bank;
Retired.
Argeo R. Cellucci 6,728 1968 2000 Director of
Corporation
and Hudson
National Bank;
President,
Cellucci
Hudson Corp.
Antonio Frias 19,858 1985 2000 Director of
Corporation
and Hudson
National Bank;
President and
Treasurer, S &
F Concrete
Contractors, Inc.
Dennis F. Murphy, Jr. 446,272 1984 2000 Chairman of
the Board of
Corporation
and Hudson
National Bank;
Director of
Corporation
and Hudson
National Bank;
President and
Treasurer,
D. Francis
Murphy Insurance
Agency, Inc.
Directors Continuing in Office
------------------------------
Has Served
on Board of
Shares of Directors
Stock Owned of the
Beneficially Corporation
as of or Its Term
March 1, Predecessor of Principal
Name 1997 (1) Since Office Occupation
---- ------------ ------------ ------ ----------
I. George Gould 127,468 1962 1999 Director of
(2) Corporation
and Hudson
National Bank;
Chairman,
Gould's, Inc.
Horst Huehmer 22,632 1980 1998 Director of
Corporation
and Hudson
National Bank;
Retired.
Donald R. Hughes, Jr. 97,822 1995 1998 Director of
(2) Corporation
and Hudson
National Bank;
Treasurer &
Clerk of the
Corporation;
Executive Vice
President &
Cashier of
Hudson
National Bank.
James A. Langway 156,899 1976 1999 Director of
(2) Corporation
and Hudson
National Bank;
President and
CEO of the
Corporation;
President &
CEO of Hudson
National Bank.
David L. Parker 28,714 1986 1999 Director of
Corporation
and Hudson
National Bank;
Chairman,
Larkin Lumber
Co.
Mark Poplin 152,764 1967 1998 Director of
Corporation
and Hudson
National Bank;
President and
Treasurer,
Poplin Supply
Co.;
Secretary,
Poplin
Furniture Co.
David W. Webster 64,177 1995 1998 Director of
Corporation
and Hudson
National Bank;
President,
Knight Fuel
Co., Inc.
<PAGE>
-4-
Notes:
1. Beneficial ownership of stock for the purpose of this
statement includes securities owned by the spouse and
minor children and any relative with the same address.
Certain Directors may disclaim beneficial ownership of
certain of the shares listed beside their names.
2. Includes 65,822 shares held by CBI ESOP as to which
Messrs. Gould, Hughes and Langway are co-trustees.
The affirmative vote of the holders of a majority of the common stock of the
Corporation present or represented and voting at the meeting is required to fix
the number of Directors. The affirmative vote of a plurality of the votes cast
by shareholders is required to elect Directors.
Proposed Increase in Authorized
Number of Shares of Common Stock
--------------------------------
The Board of Directors has unanimously adopted a resolution that, subject to
shareholder approval, the Corporation amend its Articles of Organization to
increase the number of authorized shares of the Corporation's common stock, par
value $2.50 per share, from 4,000,000 shares to 12,000,000 shares, and that the
appropriate officers of the Corporation file with the Massachusetts Secretary
of State an amendment to the Corporation's Articles of Organization to effect
the foregoing.
There are no authorized but unissued shares of the Corporation reserved for
issuance for any particular purpose. The Board of Directors has authority to
cause authorized by unissued shares to be issued for any proper corporate
purpose without further action by shareholders.
The rights of the Corporation's additional 8,000,000 shares of common stock,
par value $2.50, will be the same as the presently outstanding shares of common
stock.
The affirmative vote of the holders of a majority of the shares of common stock
of the Corporation outstanding and entitled to vote at the meeting is required
for approval of the proposal that the common stock, par value $2.50 per share,
of the Corporation, be increased from 4,000,000 to 12,000,000 shares and that
the appropriate officers of the Corporation file an amendment to the
Corporation's Articles of Organization to effect the foregoing.
If the necessary affirmative votes are received, the Corporation proposes to
make the recommended amendment to its Articles of Organization effective at the
close of business on April 8, 1997, by filing Articles of Amendment in the
Office of the Secretary of the Commonwealth of Massachusetts stating that the
amendment shall become effective at that time. Upon the filing of the Articles
of Amendment, all shareholders of the Corporation will be bound by the
amendment, whether or not they have voted in favor thereof.
The Board of Directors recommends a vote FOR the increase of the number of
authorized shares of the Corporation's common stock, and unless otherwise
directed, proxies will be voted in favor of such increase.
Other Matters
-------------
The management knows of no business which will be presented for consideration
at the meeting other than that set forth in this Proxy Statement. However, if
any such business comes before the meeting, the persons named as proxies will
vote thereon according to their best judgment.
By order of the Board of Directors
/s/ James A. Langway
--------------------
James A. Langway
President
Hudson, Massachusetts
March 19, 1997
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<PAGE>
COMMUNITY BANCORP, INC.
PROXY FOR ANNUAL MEETING OF SHAREHOLDERS
APRIL 8, 1997
KNOW ALL MEN BY THESE PRESENTS, that the undersigned shareholder of
Community Bancorp, Inc. ("Corporation") hereby nominates, constitutes and
appoints I. George Gould, David Parker and Mark Poplin, and each of them (with
full power to act alone), true and lawful attorneys, agents and proxies, with
power of substitution to each, to attend the Annual Meeting of the Shareholders
of said Corporation to be held at the Main Office of the Corporation at 17 Pope
Street, Hudson, Massachusetts on Tuesday, April 8, 1997 at 10 o'clock a.m., and
any adjournments thereof, and thereat to vote or otherwise act in respect of
all the shares of capital stock of said Corporation that the undersigned shall
be entitled to vote, with all powers the undersigned would posses if personally
present, upon the following matters:
1. To fix the number of Directors For [ ]
who shall constitute the full
Board of Directors at eleven. Withheld [ ]
2. To elect as Directors the four For [ ]
individuals listed as nominees
in the Proxy Statement accompanying Withheld [ ]
this Proxy, who, together with the
seven Directors whose terms of office
do not expire at this meeting, will
constitute the full Board of Directors.
3. To amend the Articles of Organization of For [ ]
the Corporation to increase the
authorized common stock, par value $2.50, Withheld [ ]
of the Corporation from 4,000,000 to
12,000,000 shares.
4. Such other matters as may properly For [ ]
be brought before the meeting
and any adjournments thereof. Withheld [ ]
THIS PROXY CONFERS AUTHORITY TO VOTE "FOR" THE PROPOSITIONS LISTED ABOVE UNLESS
"WITHHELD" IS INDICATED. IF ANY OF THE INDIVIDUALS LISTED AS NOMINEES FOR
DIRECTOR IN THE PROXY STATEMENT DATED MARCH 19, 1997 ACCOMPANYING NOTICE OF
SAID MEETING IS UNAVAILABLE AS A CANDIDATE, OR ANY OTHER NOMINATION IS MADE OR
ANY OTHER BUSINESS IS PRESENTED AT SAID MEETING, THIS PROXY SHALL BE VOTED IN
ACCORDANCE WITH THE JUDGEMENT OF THE PERSONS ACTING HEREUNDER UNLESS "WITHHELD"
IS INDICATED IN RESPONSE TO ITEM 4 ABOVE.
THIS PROXY IS SOLICITED ON BEHALF OF MANAGEMENT.
Dated:_____________________, 1997
_________________________________
(Signature of Shareholder)
__________________________________
(Signature of Shareholder)
When signing as attorney, executor,
administrator, trustee or guardian,
please give full title
Number of Shares___________________
