COMMUNITY BANCORP, INC.
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
April 11, 2000
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: 978-568-8321), for use at the Annual Meeting
of Shareholders of the Corporation to be held on Tuesday, April 11, 2000.
As of March 1, 2000, 2,960,912 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 1, 2000. 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; and to elect Alfred A. Cardoza,
Jennie Lee Colosi, 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 2003 and until their successors are duly elected and qualified to
serve.
The financial statements of the Corporation for 1999 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 21, 2000.
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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.
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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 2000 (1) Since Office Occupation
---- ------------ ------------ ------ ----------
Alfred A. Cardoza 22,486 1971 2003 Director of
Corporation
and Community
National Bank;
Retired.
Jennie Lee Colosi 2,186 1999 2003 Director of
and Community
National Bank;
President &
Treasurer of
E T & L Cons-
Truction, Inc.
Antonio Frias 32,936 1985 2003 Director of
Corporation
and Community
National Bank;
President and
Treasurer, S &
F Concrete
Contractors, Inc.
Dennis F. Murphy, Jr. 435,808 1984 2003 Chairman of
the Board of
Corporation
and Community
National Bank;
Director of
Corporation
and Community
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 2000 (1) Since Office Occupation
---- ------------ ------------ ------ ----------
I. George Gould 114,907 1962 2002 Director of
(2) Corporation
and Community
National Bank;
Chairman,
Gould's, Inc.
Horst Huehmer 22,632 1980 2001 Director of
Corporation
and Community
National Bank;
Retired.
Donald R. Hughes, Jr. 111,919 1995 2001 Director of
(2) Corporation
and Community
National Bank;
Treasurer &
Clerk of the
Corporation;
Executive Vice
President &
Cashier of
Community
National Bank.
James A. Langway 174,314 1976 2002 Director of
(2) Corporation
and Community
National Bank;
President and
CEO of the
Corporation;
President &
CEO of Community
National Bank.
David L. Parker 34,242 1986 2002 Director of
Corporation
and Community
National Bank;
Chairman,
Larkin Lumber Co.
Mark Poplin 153,054 1967 2001 Director of
Corporation
and Community
National Bank;
President and
Treasurer,
Poplin Supply
Co.; Secretary,
Poplin
Furniture Co.
David W. Webster 70,834 1995 2001 Director of
Corporation
and Community
National Bank;
President,
Knight Fuel
Co., Inc.
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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 79,919 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.
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 21, 2000