<PAGE>
FORM 8-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 18, 1994
Baltimore Bancorp
___________________________________________________________________________
(Exact name of registrant as specified in its charter)
Maryland 1-9821 52-1351635
___________________________________________________________________________
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
120 East Baltimore Street, Baltimore, Maryland 21202
___________________________________________________________________________
(Address of principal executive office) (Zip Code)
Registrant's telephone number, including area code: (410) 244-3360
Not Applicable
___________________________________________________________________________
(Former name or former address, if changed since last report)
<PAGE>
Item 5. Other Events.
On January 26, 1994, the Board of Directors of Baltimore
Bancorp (the "Company") amended and restated the Company's By-laws.
The Company has designated Wednesday, April 27, 1994 as the
date of the 1994 Meeting of Stockholders and fixed the close of
business on March 18, 1994 as the record date for determining
stockholders entitled to notice of and to vote at such meeting. The
Company issued a press release on February 18, 1994 describing the
meeting and record date information and providing additional
information about the Company. Such press release is filed as
Exhibit 99 hereto and is incorporated by reference herein.
In accordance with the public disclosure provisions of
Article I, Section 1.01 and Article II, Section 2.13 of the
Company's By-laws, as amended and restated, written notices of any
nomination of directors by any stockholder for the 1994 Annual
Meeting of Stockholders and written notice of any business to be
brought by any stockholder for the 1994 Annual Meeting,
respectively, must be delivered to, or mailed to and received by,
the secretary of the Company at its principal executive offices, 120
East Baltimore Street, Baltimore, Maryland 21202, not later than
Monday, March 14, 1994. Such By-law provisions further specify the
procedures to be followed and the information required to be
furnished by any stockholder in order to make nominations of
directors at an annual meeting of stockholders or to bring business
before a meeting of stockholders.
Item 7. Financial Statements and Exhibits.
(a) Not applicable.
(b) Not applicable.
(c) Exhibits.
3(ii) Registrant's By-laws, as amended and restated.
99 Press Release dated February 18, 1994.
<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.
Baltimore Bancorp
_______________________________
(Registrant)
/s/ Joseph A. Cicero
_________________________________
Name: Joseph A. Cicero
Title: Executive Vice President and
Chief Financial Officer
Date: February 18, 1994
<PAGE>
EXHIBIT INDEX
Exhibit
Number Identity of Exhibit
3(ii) Registrant's By-laws, as amended and restated.
99 Press Release dated February 18, 1994.
<PAGE>
Exhibit 3(ii)
<PAGE>
BALTIMORE BANCORP
COMPOSITE BY-LAWS
ARTICLE I.
STOCKHOLDERS
SECTION 1.01. Annual Meeting. The Corporation shall
hold an annual meeting of its stockholders to elect directors and
transact any other business within its powers, either at 10:00
a.m. on the last Wednesday in April of each year if not a legal
holiday, or at such other time on such other day falling on or
before the 30th day thereafter as shall be set by the Board of
Directors. At an annual meeting, only such business shall be
conducted as has been properly brought before the meeting. To be
properly brought before an annual meeting, business must be (a)
specified in the notice of meeting (or any supplement thereto)
given by or at the direction of the Board of Directors, (b)
otherwise properly brought before the meeting by or at the
direction of the Board of Directors, or (c) otherwise properly
brought before the meeting by a stockholder.
For business to be properly brought before an annual
meeting by a stockholder, the stockholder must have given timely
notice thereof in writing to the Secretary of the Corporation.
To be timely, a stockholder's notice must be delivered to or
mailed and received at the principal executive offices of the
Corporation not less than 45 days nor more than 90 days prior to
the meeting; provided, however, that in the event that less than
60 days' notice or prior public disclosure of the date of the
meeting is given or made to stockholders, notice by the
stockholder to be timely must be so received not later than the
close of business on the 15th day following the day on which such
notice of the date of the annual meeting was mailed or such
public disclosure was made. A stockholder's notice to the
Secretary shall set forth as to each matter the stockholder
proposes to bring before the annual meeting (a) a brief
description of the business desired to be brought before the
annual meeting and the reasons for conducting such business at
the annual meeting, (b) the name and address, as they appear on
the Corporation's books, of the stockholder proposing such
business, (c) the class and number of shares of the Corporation
which are beneficially owned by the stockholder, and (d) any
material interest of the stockholder in such business. No later
than the tenth day following the date of receipt of a stockholder
notice pursuant to this Section 1.01, the Chairman of the Board
or the President shall, if the facts warrant, determine and
notify in writing the stockholder submitting such notice that
such notice was not made in accordance with the time limits
and/or other procedures prescribed by the By-Laws. If no such
notification is mailed to such stockholder within such ten-day
period, such stockholder notice containing a matter of business
shall be deemed to have been made in accordance with the
provisions of this Section 1.01. Notwithstanding anything in
these By-Laws to the contrary, no business shall be conducted at
an annual meeting except in accordance with the procedures set
forth in this Section 1.01.
Failure to hold an annual meeting does not invalidate
the Corporation's existence or affect any otherwise valid
corporate acts.
SECTION 1.02. Special Meeting. At any time in the
interval between annual meetings, a special meeting of the
stockholders may be called by the Chairman of the Board or the
President or by a majority of the Board of Directors by vote at a
meeting or in writing (addressed to the Secretary) with or
without a meeting. The Secretary shall call a special meeting of
the stockholders on the written request of the stockholders
entitled to cast at least 25 percent of all the votes entitled to
be cast at the meeting. Such a request by stockholders for a
special meeting shall state the purpose of the meeting and the
matters proposed to be acted on at it. The Secretary shall
inform the stockholders who make the request of the reasonably
estimated cost of preparing and mailing a notice of the special
meeting and on payment of these costs to the Corporation, notify
each stockholder entitled to notice of the meeting. However,
unless requested by stockholders entitled to cast a majority of
all the votes entitled to be cast at the special meeting, the
special meeting need not be called to consider any matter which
is substantially the same as a matter voted on at any special
meeting of the stockholders held during the preceding 12 months.
SECTION 1.03. Place of Meetings. Meetings of
stockholders shall be held at such place in the United States as
is set from time to time by the Board of Directors.
SECTION 1.04. Notice of Meetings; Waiver of Notice.
Not less than 20 nor more than 90 days before each stockholders'
meeting, the Secretary shall give written notice of the meeting
to each stockholder entitled to vote at the meeting and each
other stockholder entitled to notice of the meeting. The notice
shall state the time and place of the meeting and the purpose or
purposes of the meeting. Notice is given to a stockholder when
it is personally delivered to him or her, left at his or her
residence or usual place of business, or mailed to him or her at
his or her address as it appears on the records of the
Corporation. Notwithstanding the foregoing provisions, each
person who is entitled to notice waives notice if he or she
before or after the meeting signs a waiver of the notice which is
filed with the records of stockholders' meetings, or is present
at the meeting in person or by proxy.
SECTION 1.05. Quorum; Voting. Unless statute or the
Charter provides otherwise, at a meeting of stockholders the
presence in person or by proxy of stockholders entitled to cast a
majority of all the votes entitled to be cast at the meeting
constitutes a quorum, and a majority of all the votes cast at a
meeting at which a quorum is present is sufficient to approve any
matter which properly comes before the meeting, except that a
plurality of all the votes cast at a meeting at which a quorum is
present is sufficient to elect a director. In the absence of a
quorum, the stockholders present in person or by proxy, by
majority vote and without notice other than by announcement, may
adjourn the meeting from time to time until a quorum shall
attend. At any such adjourned meeting at which a quorum shall be
present, any business may be transacted which might have been
transacted at the meeting as originally notified. In the event
that at any meeting a quorum exists for the transaction of some
business but does not exist for the transaction of other
business, the business as to which a quorum is present may be
transacted by the holders of stock present in person or by proxy
who are entitled to vote thereon.
In determining whether a quorum is present at the
meeting, abstentions and broker non-votes shall be treated as
shares present and entitled to vote at the meeting. However,
abstentions and broker non-votes shall not be counted as votes
cast at the meeting in determining the number of votes cast at
the meeting.
SECTION 1.06. Adjournments. Whether or not a quorum is
present, a meeting of stockholders convened on the date for which
it was called may be adjourned from time to time by the
stockholders present in person or by proxy by a majority vote.
Any business which might have been transacted at the meeting as
originally notified may be deferred and transacted at any such
adjourned meeting at which a quorum is present. No further
notice of an adjourned meeting other than by announcement shall
be necessary if held on a date not more than 120 days after the
original record date.
SECTION 1.07. General Right to Vote; Proxies. Unless
the Charter provides for a greater or lesser number of votes per
share or limits or denies voting rights, each outstanding share
of stock, regardless of class, is entitled to one vote on each
matter submitted to a vote at a meeting of stockholders. In all
elections for directors, each share of stock may be voted for as
many individuals as there are directors to be elected and for
whose election the share is entitled to be voted. A stockholder
may vote the stock he or she owns of record either in person or
by written proxy signed by the stockholder or by his or her duly
authorized attorney in fact. Unless a proxy provides otherwise,
it is not valid more than 11 months after its date.
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SECTION 1.08. List of Stockholders; Rights of
Inspection. At each meeting of stockholders, a full, true and
complete list of all stockholders entitled to vote at such
meeting, showing the number and class of shares held by each and
certified by the transfer agent for such class or by the
Secretary, shall be furnished by the Secretary. Stockholders
shall have no right to inspect the books of account and stock
ledger of the Corporation, except as required by statute.
SECTION 1.09. Conduct of Voting. At all meetings of
stockholders, unless the voting is conducted by inspectors, the
proxies and ballots shall be received, and all questions
concerning the qualification of voters, the validity of proxies
and the acceptance or rejection of votes shall be decided by the
chairman of the meeting. If demanded by stockholders, present in
person or by proxy, entitled to cast 25% in number of votes
entitled to be cast, or if ordered by the chairman, the vote upon
any election or question shall be taken by ballot and, upon like
demand or order, the voting shall be conducted by two inspectors,
in which event the proxies and ballots shall be received, and all
questions concerning the qualification of voters and the validity
of proxies and the acceptance or rejection of votes shall be
decided by such inspectors. Unless so demanded or ordered, no
vote need be by ballot and voting need not be conducted by
inspectors. The inspectors are to be appointed by the chairman
of the meeting. No candidate for election as a director at a
meeting shall serve as an inspector thereat.
SECTION 1.10. Stockholders' Advisory Committee. The
Corporation shall have a Stockholders' Advisory Committee
("Committee") to advise the Board of Directors on the views and
interests of stockholders. A majority of the entire Board of
Directors shall meet with the Committee on a quarterly basis.
The Committee shall adopt regulations to govern its operations.
The Committee shall serve without cost to the Corporation, except
that the Committee shall be reimbursed for normal travel and
operating expenses.
The Committee shall be composed of (a) one designee from
each of the five stockholders that, as of the immediately
preceding record date, beneficially own the greatest number of
shares of the Corporation's common stock and that elect to join
the Committee ("Largest Stockholder Members") and (b) two
additional individual stockholders or their designees
("Individual Stockholder Members"), elected by a majority vote of
the Largest Stockholder Members. Largest Stockholder Members and
Individual Stockholder Members (collectively, "Members") shall be
nominated by submitting, in writing, to the Secretary of the
Corporation within 10 days following each annual meeting of
stockholders, the designee's name and proof of the nominating
holders' beneficial ownership. Members must beneficially own, or
represent beneficial owners of, at least 1,000 shares of the
common stock of the Corporation; no officer or director of the
Corporation may be a Member; no Member may serve more than three
consecutive years; vacancies shall not be filled except during the annual
reconstitution of the Committee.
The Board of Directors shall ensure the formation of the
Committee, and its annual reconstitution, within 45 days after
each annual meeting of stockholders and shall use all reasonable
efforts to facilitate its effective operation. This provision
shall not be amended or repealed without the affirmative vote of
the holders of a majority of the shares of the Corporation's
common stock entitled to vote generally in the election of
directors.
ARTICLE II.
BOARD OF DIRECTORS
SECTION 2.01. Function of Directors. The business and
affairs of the Corporation shall be managed under the direction
of its Board of Directors. All powers of the Corporation may be
exercised by or under authority of the Board of Directors, except
as conferred on or reserved to the stockholders by statute or by
the Charter or By-Laws.
SECTION 2.02. Number of Directors. The Corporation
shall have 12 directors until the 1994 annual meeting.
Thereafter, the Corporation shall have the number of directors
determined by the Board of Directors, subject to the limitations
in the Charter, but no action by the Board of Directors in
determining such number may affect the tenure of any director.
SECTION 2.03. Election and Tenure of Directors. The
directors shall be divided into three classes, as nearly equal in
number as possible, with the term of office of one of the three
classes to expire at each annual meeting. At each annual meeting
of stockholders, successors to the class of directors whose term
expires at that annual meeting shall be elected for a three-year
term or for such shorter term as determined by the Board of
Directors.
SECTION 2.04. Qualification of Directors. The
following qualification provisions shall apply to directors: (1)
no person shall be eligible to stand for election as a director
after attaining 75 years of age; (2) a director who attains 75
years of age during his or her term as a director shall cease to
be qualified as a director at the time of the annual meeting of
stockholders next following the attainment of such age; and (3) a
director who is also employed as an officer or employee of the
Corporation or any subsidiary shall cease to be qualified as a
director if such employment is terminated for any reason, unless
the Board of Directors otherwise approves in connection with such
termination.
SECTION 2.05. Removal of Director. Subject to the
rights of the holders of any class or series separately entitled
to elect one or more directors, any director, or the entire Board
of Directors, may be removed from office at any time, but only
for cause and then only by the affirmative vote of the holders of
at least 80% of the voting power of all classes of shares of
capital stock entitled to vote in the election for directors.
SECTION 2.06. Vacancy on Board. Subject to the rights
of the holders of any class or series of preferred stock then
outstanding, newly created directorships resulting from any
increase in the authorized number of directors or any vacancies
on the Board of Directors resulting from death, resignation,
retirement, disqualification, removal from office, or other cause
shall be filled by a majority vote of the stockholders or of the
directors then in office. A director so chosen by the
stockholders shall hold office for the balance of the term then
remaining. A director so chosen by the remaining directors shall
hold office until the next annual meeting of stockholders, at
which time the stockholders shall elect a director to hold office
for the balance of the term then remaining. No decrease in the
number of directors constituting the Board of Directors shall
affect the tenure of office of any director.
SECTION 2.07. Regular Meetings. After each annual
meeting of stockholders, the Board of Directors shall meet as
soon as practicable for the purpose of organization and the
transaction of other business; and in the event that no other
time or place has been designated by the Board of Directors, the
Board of Directors shall meet immediately following the close of
such meeting at the principal executive offices of the
Corporation. No notice of such meeting shall be necessary if
held as hereinabove provided. Any other regular meeting of the
Board of Directors shall be held on such date and at such place
as may be designated from time to time by the Board of Directors.
SECTION 2.08. Special Meetings. Special meetings of
the Board of Directors may be called at any time by the Chairman
of the Board or the President or by a majority of the Board of
Directors by vote at a meeting, or in writing with or without a
meeting. A special meeting of the Board of Directors shall be
held on such date and at any place as may be designated from time
to time by the Board of Directors. In the absence of designation
such meeting shall be held on such date and at such place as may
be designated in the call.
SECTION 2.09. Notice of Meeting. Except as provided in
Section 2.07, the Secretary shall give notice to each director of
each regular and special meeting of the Board of Directors. The
notice shall state the time and place of the meeting. Notice is
given to a director when it is delivered personally to him or
her, left at his or her residence or usual place of business, or
sent by telecopy, telegraph or telephone, at least 24 hours
before the time of the meeting or, in the alternative by mail to
his or her address as it shall appear on the records of the
Corporation, at least 72 hours before the time of the meeting.
Unless the By-Laws or a resolution of the Board of Directors
provides otherwise, the notice need not state the business to be
transacted at or the purposes of any regular or special meeting
of the Board of Directors. No notice of any meeting of the Board
of Directors need be given to any director who attends, or to any
director who, in a writing executed and filed with the records of
the meeting either before or after the holding thereof, waives
such notice. Any meeting of the Board of Directors, regular or
special, may adjourn from time to time to reconvene at the same
or some other place, and no notice need be given of any such
adjourned meeting other than by announcement.
SECTION 2.10. Action by Directors. Unless statute or
the Charter or By-Laws requires a greater proportion, the action
of a majority of the directors present at a meeting at which a
quorum is present is action of the Board of Directors. A majority
of the entire Board of Directors shall constitute a quorum for
the transaction of business. In the absence of a quorum, the
directors present by majority vote and without notice other than
by announcement may adjourn the meeting from time to time until a
quorum is present. At any such adjourned meeting at which a
quorum is present, any business may be transacted which might
have been transacted at the meeting as originally notified. Any
action required or permitted to be taken at a meeting of the
Board of Directors may be taken without a meeting, if an
unanimous written consent which sets forth the action is signed
by each member of the Board and filed with the minutes of
proceedings of the Board.
SECTION 2.11. Meeting by Conference Telephone. Members
of the Board of Directors may participate in a meeting by means
of a conference telephone or similar communications equipment if
all persons participating in the meeting can hear each other at
the same time. Participation in a meeting by these means
constitutes presence in person at a meeting.
SECTION 2.12. Compensation. By resolution of the Board
of Directors a fixed sum and expenses, if any, for attendance at
each regular or special meeting of the Board of Directors or of
committees thereof, and other compensation for services as a
director, may be paid to directors. However, no director who is
an officer or employee of the Corporation or a subsidiary shall
receive compensation for serving as a director.
SECTION 2.13. Nominating Directors. Only persons who
are nominated in accordance with the procedures set forth in this
Section 2.13 shall be eligible for election as directors.
Nominations of persons for election to the Board of Directors of
the Corporation may be made at a meeting of stockholders by or at
the direction of the Board of Directors or by any stockholder of
the Corporation entitled to vote for the election of directors at
the meeting who complies with the notice procedures set forth in
this Section 2.13. Such nominations, other than those made by or
at the direction of the Board of Directors, shall be made
pursuant to timely notice in writing to the Secretary. To be
timely, a stockholder's notice shall be delivered to or mailed
and received at the principal executive offices of the
Corporation not less than 45 days nor more than 90 days prior to
the meeting; provided, however, that in the event that less than
60 days' notice or prior public disclosure of the date of the
meeting is given or made to stockholders, notice by the
stockholder to be timely must be so received not later than the
close of business on the 15th day following the day on which such
notice of the date of the meeting was mailed or such public
disclosure was made. Such stockholder's notice shall set forth
(a) as to each person whom the stockholder proposes to nominate
for election or re-election as a director, (i) the name, age,
business address and residence address of such person, (ii) the
principal occupation or employment of such person, (iii) the
class and number of shares of the Corporation which are
beneficially owned by such person, and (iv) any other information
relating to such person that is required to be disclosed in
solicitations of proxies for election of directors, or is
otherwise required, in each case pursuant to Regulation 14A under
the Securities Exchange Act of 1934, as amended (including
without limitation such person's written consent to being named
in the proxy statement as a nominee and to serving as a director
if elected); and (b) as to the stockholder giving the notice (i)
the name and address, as they appear on the Corporation's books,
of such stockholder and (ii) the class and number of shares of
the Corporation which are beneficially owned by such stockholder.
At the request of the Board of Directors, any person nominated by
the Board of Directors for election as a director shall furnish
to the Secretary that information required to be set forth in a
stockholder's notice of nomination which pertains to the nominee.
No later than the tenth day following the date of receipt of a
stockholder nomination submitted pursuant to this Section 2.13,
the Chairman of the Board or the President shall, if the facts
warrant, determine and notify in writing the stockholder making
such nomination that such nomination was not made in accordance
with the time limits and/or other procedures prescribed by the
By-Laws. If no such notification is mailed to such stockholder
within such ten-day period, such nomination shall be deemed to
have been made in accordance with the provisions of this
Section 2.13. No person shall be eligible for election as a
director of the Corporation unless nominated in accordance with
the procedures set forth in this Section 2.13.
ARTICLE III.
COMMITTEES
SECTION 3.01. Committees. The Board of Directors may
appoint from among its members an Executive Committee, an Audit
Committee, a Community and Public Affairs Committee, a
Compensation Committee, a Compliance Committee, a Loan Portfolio
Review Committee, a Marketing Committee, a Nominating Committee,
a Retirement Committee, a Stockholders' Liaison Committee, and
any other committees which the Board of Directors determines to
be advisable. Unless otherwise provided in this Article III,
each committee shall be composed of three or more directors. The
Board of Directors may delegate to these committees any of its
powers, except the power to declare dividends or other
distributions on stock, elect directors, issue stock other than
as provided in the next sentence, recommend to the stockholders
any action which requires stockholder approval, amend the By-
Laws, or approve any merger or share exchange which does not
require stockholder approval. If the Board of Directors has
given general authorization for the issuance of stock, a
committee of the Board, in accordance with a general formula or
method specified by the Board by resolution or by adoption of a
stock option or other plan, may fix the terms of stock subject to
classification or reclassification and the terms on which any
stock may be issued, including all terms and conditions required
or permitted to be established or authorized by the Board of
Directors.
SECTION 3.02. Executive Committee. The Executive
Committee shall be composed of not less than five nor more than
seven directors, as the Board of Directors shall deem proper, of
which the Chairman of the Board and the President shall be
members. The members of the Executive Committee shall serve at
the pleasure of the Board of Directors. The Executive Committee
shall review all significant loans and shall have and may
exercise all of the powers of the Board of Directors during
intervals between meetings thereof, except functions reserved to
the Board by Section 3.01 hereof.
Regular meetings of the Executive Committee shall be
held, without notice, at the principal executive offices of the
Corporation on the schedule established by the Board of Directors
at the first regular meeting following the annual meeting of
stockholders, or on such other schedule or at such other place as
the Executive Committee may from time to time designate. Special
meetings of the Executive Committee may be held at any time and
place upon call of the Chairman of the Board or the President or
upon any two other members of the Committee, and upon such notice
as the Committee may prescribe.
SECTION 3.03. Audit Committee. The Audit Committee
shall be composed of at least three directors, none of whom may
be an officer or other employee of the Corporation or any
subsidiary. The Audit Committee shall review the annual
financial statements of the Corporation and the scope of the
independent annual audit and internal audits. The Audit
Committee shall also review the independent accountants' letter
to management concerning the effectiveness of the Corporation's
internal financial and accounting controls and management's
response to that letter. In addition, the Audit Committee shall
review and recommend to the Board of Directors the firm to be
engaged as the Corporation's independent accountants. The Audit
Committee may also examine and consider other matters relating to
the financial affairs of the Corporation as the Audit Committee
determines appropriate.
SECTION 3.04. Community and Public Affairs Committee.
The Community and Public Affairs Committee shall review proposed
and ongoing community projects and make recommendations to the
Board of Directors for donations or other levels of support to
worthy organizations and their activities.
SECTION 3.05. Compensation Committee. The Compensation
Committee shall be composed of at least three directors, none of
whom may be an officer or other employee of the Corporation or
any subsidiary. The Compensation Committee shall review and
recommend appropriate compensation for officers and directors.
In addition, the Compensation Committee shall administer the
Corporation's stock option plans and make grants of options
thereunder to officers and employees of the Corporation and its
subsidiaries.
SECTION 3.06. Compliance Committee. The Compliance
Committee shall be composed of at least three directors, none of
whom may be an officer or other employee of the Corporation or
any subsidiary. The Compliance Committee shall monitor
compliance by the Corporation with the written agreement which
the Corporation entered into with the Federal Reserve Bank of
Richmond and the Maryland Bank Commissioner in July 1992. The
Compliance Committee shall also monitor compliance by The Bank of
Baltimore (the "Bank") with the cease and desist order which the
Bank entered into with the Federal Deposit Insurance Corporation
and the Maryland Bank Commissioner in July 1992.
SECTION 3.07. Loan Portfolio Review Committee. The
Loan Portfolio Review Committee shall review and provide advice
to management regarding the lending activities and policies of
the Corporation and its subsidiaries with particular reference to
loan quality considerations. This Committee's review shall
relate primarily to the origination and restructuring of larger
loans by the Bank.
SECTION 3.08. Marketing Committee. The Marketing
Committee shall review marketing strategies and make
recommendations to management and the Board of Directors
regarding new programs and initiatives for marketing the Bank
and its products and ensuring community identification through
the Bank's branch network.
SECTION 3.09. Nominating Committee. The Nominating
Committee shall make recommendations to the Board of Directors as
to the Board's nominees for election as directors. Nominations
for director may be submitted by stockholders to the Nominating
Committee by written statement in care of the Secretary. Such
nominations will be considered, along with those developed by the
Nominating Committee, in light of the needs of the Corporation as
well as the nominee's individual knowledge, experience and
background.
SECTION 3.10. Retirement Committee. The Retirement
Committee shall oversee the administration of the retirement
plans and benefits of the Corporation and its subsidiaries,
review the performance of their investment portfolios, and
establish investment criteria with respect to such plans and
benefits.
SECTION 3.11. Stockholders' Liaison Committee. The
Stockholders' Liaison Committee shall be composed of at least two
directors, none of whom may be an officer or other employee of
the Corporation or any subsidiary. The Stockholders' Liaison
Committee shall meet and interact with the Stockholders' Advisory
Committee created by Section 1.10.
SECTION 3.12. Committee Procedure. Each committee may
fix rules of procedure for its business. A majority of the
members of a committee shall constitute a quorum for the
transaction of business and the act of a majority of those
present at a meeting at which a quorum is present shall be the
act of the committee. The members of a committee present at any
meeting, whether or not they constitute a quorum, may appoint a
director to act in the place of an absent member. Any action
required or permitted to be taken at a meeting of a committee may
be taken without a meeting, if an unanimous written consent which
sets forth the action is signed by each member of the committee
and filed with the minutes of the committee. The members of a
committee may conduct any meeting thereof by conference telephone
in accordance with the provisions of Section 2.11.
SECTION 3.13. Emergency. In the event of a state of
disaster of sufficient severity to prevent the conduct and
management of the affairs and business of the Corporation by its
directors and officers as contemplated by the Charter and the By-
Laws, any two or more available members of the then incumbent
Executive Committee shall constitute a quorum of that Committee
for the full conduct and management of the affairs and business
of the Corporation in accordance with the provisions of Section
3.01. In the event of the unavailability, at such time, of a
minimum of two members of the then incumbent Executive Committee,
the available directors shall elect an Executive Committee
consisting of any two members of the Board of Directors, whether
or not they be officers of the Corporation, which two members
shall constitute the Executive Committee for the full conduct and
management of the affairs of the Corporation in accordance with
the aforegoing provisions of this Section. Any provisions of the
By-Laws (other than this Section) and any resolutions which are
contrary to the provisions of this Section shall be suspended
until it shall be determined by any interim Executive Committee
acting under this Section that it shall be to the advantage of
the Corporation to resume the conduct and management of its
affairs and business under all the other provisions of the By-
Laws.
ARTICLE IV.
OFFICERS
SECTION 4.01. Executive and Other Officers. The
Corporation shall have a Chairman of the Board, a President, one
or more Vice-Presidents, a Secretary, a Treasurer and such other
officers or assistant officers as may be selected by the Board of
Directors. A person may hold more than one office in the
Corporation but may not serve concurrently as both Chairman of
the Board and President or as both President and Vice-President.
The Chairman of the Board and the President shall both be
directors. Other officers may be directors.
SECTION 4.02. Chairman of the Board. The Chairman of
the Board shall preside at all meetings of the Board of Directors
and of the stockholders at which he or she shall be present. The
Chairman of the Board shall serve as the chief executive officer,
having general supervision of the business and affairs of the
Corporation. The Chairman of the Board shall also perform all
other duties as are from time to time assigned to him or her by
the Board of Directors.
SECTION 4.03. President. The President, in the absence
of the Chairman of the Board, shall preside at all meetings of
the Board of Directors and of the stockholders at which he or she
shall be present. The President shall serve as the chief
operating officer, having supervision of the operations of the
Corporation. The President shall also perform all other duties
as are from time to time assigned to him or her by the Board of
Directors or the Chairman of the Board.
SECTION 4.04. Vice-Presidents. The Vice-President or
Vice-Presidents, at the request of the Chairman of the Board or
the President, or in the President's absence or during his or her
inability to act, shall perform the duties and exercise the
functions of the President, and when so acting shall have the
powers of the President. If there be more than one Vice-
President, the Board of Directors may determine which one or more
of the Vice-Presidents shall perform any of such duties or
exercise any of such functions, or if such determination is not
made by the Board of Directors, the Chairman of the Board or the
President may make such determination; otherwise any of the Vice-
Presidents may perform any of such duties or exercise any of such
functions. The Vice-President or Vice-Presidents shall have such
other powers and perform such other duties, and have such
additional descriptive designations in their titles (if any), as
are from time to time assigned to them by the Board of Directors,
the Chairman of the Board or the President.
SECTION 4.05. Secretary. The Secretary shall keep the
minutes of the meetings of the stockholders, of the Board of
Directors and of any committees, in books provided for the
purpose. The Secretary shall see that all notices are duly given
in accordance with the provisions of the By-Laws or as required
by law. The Secretary shall be custodian of the records of the
Corporation. The Secretary may witness any document on behalf of
the Corporation, the execution of which is duly authorized, see
that the corporate seal is affixed where such document is
required or desired to be under its seal, and, when so affixed,
may attest the same; and, in general, the Secretary shall perform
all duties incident to the office of a secretary of a
corporation, and such other duties as are from time to time
assigned to him or her by the Board of Directors, the Chairman of
the Board or the President.
SECTION 4.06. Treasurer. The Treasurer shall have
charge of and be responsible for all funds, securities, receipts
and disbursements of the Corporation, and shall deposit, or cause
to be deposited, in the name of the Corporation, all moneys or
other valuable effects in such banks, trust companies or other
depositories as shall, from time to time, be selected by the
Board of Directors. The Treasurer shall render to the Chairman
of the Board, the President and the Board of Directors, whenever
requested, an account of the financial condition of the
Corporation; and, in general, the Treasurer shall perform all the
duties incident to the office of a treasurer of a corporation,
and such other duties as are from time to time assigned to him or
her by the Board of Directors, the Chairman of the Board or the
President.
SECTION 4.07. Assistant Officers. The assistant
officers of the Corporation are all officers below the office of
Vice-President, Secretary, or Treasurer. The assistant officers
shall have such duties as are from time to time assigned to them
by the Board of Directors, the Chairman of the Board or the
President.
SECTION 4.08. Election, Tenure and Removal of Officers.
The Board of Directors shall elect the officers. The Board of
Directors may from time to time authorize any committee or
officer to appoint assistant officers. All officers shall be
appointed to hold their offices during the pleasure of the Board.
The Board of Directors (or, as to any assistant officer, any
committee or officer authorized by the Board) may remove an
officer at any time. The removal of an officer does not
prejudice any of his or her contract rights. The Board of
Directors (or, as to any assistant officer, any committee or
officer authorized by the Board) may fill a vacancy which occurs
in any office for the unexpired portion of the term.
SECTION 4.09. Compensation. The Board of Directors
shall have power to fix the salaries and other compensation and
remuneration of all officers of the Corporation. It may
authorize any committee or officer, upon whom the power of
appointing assistant officers may have been conferred, to fix the
salaries, compensation and remuneration of such assistant
officers.
ARTICLE V.
STOCK
SECTION 5.01. Certificates for Stock. Each stockholder
is entitled to certificates which represent and certify the
shares of stock he or she holds in the Corporation. Each stock
certificate shall include on its face the name of the
Corporation, the name of the stockholder or other person to whom
it is issued, and the class of stock and number of shares it
represents. It shall be in such form, not inconsistent with law
or with the Charter, as shall be approved by the Board of
Directors or any officer or officers designated for such purpose
by resolution of the Board of Directors. Each stock certificate
shall be signed by the Chairman of the Board or the President and
countersigned by the Secretary or an Assistant Secretary. Each
certificate may be sealed with the actual corporate seal or a
facsimile of it or in any other form and the signatures may be
either manual or facsimile signatures. A certificate is valid
and may be issued whether or not an officer who signed it is
still an officer when it is issued.
SECTION 5.02. Transfers. The Board of Directors shall
have power and authority to make such rules and regulations as it
may deem expedient concerning the issue, transfer and
registration of certificates of stock; and may appoint transfer
agents and registrars thereof. The duties of transfer agent and
registrar may be combined.
SECTION 5.03. Record Date and Closing of Transfer
Books. The Board of Directors may set a record date or direct
that the stock transfer books be closed for a stated period for
the purpose of making any proper determination with respect to
stockholders, including which stockholders are entitled to notice
of a meeting, vote at a meeting, receive a dividend, or be
allotted other rights. The record date may not be more than 90
days before the date on which the action requiring the
determination will be taken; the transfer books may not be closed
for a period longer than one day; and, in the case of a meeting
of stockholders, the record date or the closing of the transfer
books shall be at least 20 days before the date of the meeting.
SECTION 5.04. Stock Ledger. The Corporation shall
maintain a stock ledger which contains the name and address of
each stockholder and the number of shares of stock of each class
which the stockholder holds. The stock ledger may be in written
form or in any other form which can be converted within a
reasonable time into written form for visual inspection. The
original or a duplicate of the stock ledger shall be kept at the
offices of a transfer agent for the particular class of stock,
or, if none, at the principal executive offices of the
Corporation.
SECTION 5.05. Certification of Beneficial Owners. The
Board of Directors may adopt by resolution a procedure by which a
stockholder of the Corporation may certify in writing to the
Corporation that any shares of stock registered in the name of
the stockholder are held for the account of a specified person
other than the stockholder. The resolution shall set forth the
class of stockholders who may certify; the purpose for which the
certification may be made; the form of certification and the
information to be contained in it; if the certification is with
respect to a record date or closing of the stock transfer books,
the time after the record date or closing of the stock transfer
books within which the certification must be received by the
Corporation; and any other provisions with respect to the
procedure which the Board considers necessary or desirable. On
receipt of a certification which complies with the procedure
adopted by the Board in accordance with this Section, the person
specified in the certification is, for the purpose set forth in
the certification, the holder of record of the specified stock in
place of the stockholder who makes the certification.
SECTION 5.06. Lost Stock Certificates. The Board of
Directors of the Corporation may determine the conditions for
issuing a new stock certificate in place of one which is alleged
to have been lost, stolen, or destroyed, or the Board of
Directors may delegate such power to any officer or officers of
the Corporation. In their discretion, the Board of Directors or
such officer or officers may require the owner of the certificate
to give bond, with sufficient surety, to indemnify the
Corporation against any loss or claim arising as a result of the
issuance of a new certificate.
ARTICLE VI.
FINANCE
SECTION 6.01. Checks, Drafts, Etc. All checks, drafts
and orders for the payment of money, notes and other evidences of
indebtedness, issued in the name of the Corporation, shall,
unless otherwise provided by resolution of the Board of
Directors, be signed by the Chairman of the Board, the President
or a Vice-President and countersigned by the Treasurer, an
Assistant Treasurer, the Secretary or an Assistant Secretary.
SECTION 6.02. Annual Statement of Affairs. The
Chairman of the Board shall prepare annually a full and correct
statement of the affairs of the Corporation, which statement
shall include a balance sheet and a statement of operations for
the preceding fiscal year. The statement of affairs shall be
submitted at the annual meeting of the stockholders and, within
20 days after the meeting, placed on file at the Corporation's
principal office.
SECTION 6.03. Fiscal Year. The fiscal year of the
Corporation shall be the twelve calendar months ending December
31 in each year.
SECTION 6.04. Dividends. If declared by the Board of
Directors at any meeting thereof, the Corporation may pay
dividends on its shares in cash, property, or in shares of the
capital stock of the Corporation, unless such dividend is
contrary to law or to a restriction contained in the Charter.
ARTICLE VII.
SUNDRY PROVISIONS
SECTION 7.01. Books and Records. The Corporation shall
keep correct and complete books and records of its accounts and
transactions and minutes of the proceedings of its stockholders
and Board of Directors and of any executive or other committee
when exercising any of the powers of the Board of Directors. The
books and records of the Corporation may be in written form or in
any other form which can be converted within a reasonable time
into written form for visual inspection. Minutes shall be
recorded in written form but may be maintained in the form of a
reproduction. The original or a certified copy of the By-Laws
shall be kept at the principal executive office of the
Corporation.
SECTION 7.02. Corporate Seal. The Board of Directors
shall provide a suitable seal, bearing the name of the
Corporation, which shall be in the charge of the Secretary. The
Board of Directors may authorize one or more duplicate seals and
provide for the custody thereof. If the Corporation is required
to place its corporate seal to a document, it is sufficient to
meet the requirement of any law, rule, or regulation relating to
a corporate seal to place the word "Seal" adjacent to the
signature of the person authorized to sign the document on behalf
of the Corporation.
SECTION 7.03. Bonds. The Board of Directors may
require any officer, agent, or employee of the Corporation to
give a bond to the Corporation, conditioned upon the faithful
discharge of his or her duties, with one or more sureties and in
such amount as may be satisfactory to the Board of Directors.
SECTION 7.04. Voting Upon Shares in Other Corporations.
Stock of other corporations or associations, registered in the
name of the Corporation, may be voted by the Chairman of the
Board, the President, a Vice-President, or a proxy appointed by
any of them. The Board of Directors, however, may by resolution
appoint some other person to vote such shares, in which case such
person shall be entitled to vote such shares upon the production
of a certified copy of such resolution.
SECTION 7.05. Mail. Any notice or other document which
is required by the By-Laws to be mailed shall be deposited in the
United States mails, postage prepaid.
SECTION 7.06. Execution of Documents. A person who
holds more than one office in the Corporation may not act in more
than one capacity to execute, acknowledge, or verify an
instrument required by law to be executed, acknowledged, or
verified by more than one officer.
SECTION 7.07. Amendments. Any and all provisions of
the By-Laws may be altered or repealed and new by-laws may be
adopted at any annual or special meeting of the stockholders
called for that purpose. The Board of Directors shall also have
the power, at any regular or special meeting thereof, to make and
adopt new by-laws, or to amend, alter or repeal any of the By-
Laws, except as otherwise provided by statute, the Charter or the
By-Laws.<PAGE>
Exhibit 99<PAGE>
Contact:
David L. Spilman, Treasurer
Director of Investor Relations
FOR IMMEDIATE RELEASE (800) 722-8823
_____________________
BALTIMORE BANCORP SETS DATE FOR ANNUAL MEETING
______________________________________________
Baltimore, MD, February 18, 1994 -- Baltimore Bancorp (NYSE:BBB)
announced today that its Annual Meeting of Stockholders will be
held on Wednesday, April 27, 1994, in Baltimore, Maryland.
Stockholders of record at the close of business on March 18, 1994
will be entitled to vote at the annual meeting.
Company stockholders who want to present business at the annual
meeting, or to nominate directors, are required to give notice to
Baltimore Bancorp no later than March 14, 1994. They must also
provide information detailed in the Company's bylaws by that date.
Baltimore Bancorp is $2.2 billion Baltimore-based community bank
holding company. Its principal subsidiary, The Bank of Baltimore,
founded in 1818, operates 42 offices within the
Baltimore/Annapolis/Washington market.
