BY-LAWS
UNITED NATIONAL BANCORP
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ARTICLE I
MEETING OF SHAREHOLDERS
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SECTION 1. ANNUAL MEETING. The annual meeting of the shareholders of United
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National Bancorp (the "Corporation") for the election of directors and for the
transaction of such other business as may properly come before the meeting shall
be held at such time and place as determined by the Board of Directors of the
Corporation (the "Board"), on the third Tuesday in April of each year or such
other date as determined by the Board. Written notice of the time, place and
purpose of such meeting shall be given at least ten (1O) business days, and not
more than sixty days, prior to the date of such meeting to each shareholder
entitled to vote at such meeting, either by personal delivery to or by mailing
such notice to each shareholder, postage prepaid, at that shareholder's address
as it appears on the books of the Corporation.
SECTION 2. SPECIAL MEETINGS. Special meetings of the shareholders may be called
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for any purpose, at any time, by the chairman, president, or the majority of the
Board. Special meetings of the shareholders shall be held at such time and place
as determined by the chairman, president or the majority of the Board, and
notice of the time, place and purpose of each special meeting shall be given in
the same manner as herein provided for the annual meeting of the shareholders.
SECTION 3. QUORUM AND VOTING. At all shareholder meetings, shareholders owning a
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majority of the outstanding shares of capital stock of the Corporation eligible
to vote at such meeting shall constitute a quorum, but less than a quorum shall
have the power to recess the meeting. An annual or special meeting may be
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recessed to such time and place as shareholders holding a majority of the
shares of capital stock present and eligible to vote at the meeting shall
determine, and no further notice of a recessed meeting need be given. Unless
otherwise required by law, these By-Laws or the Certificate of Incorporation of
the Corporation, the vote of a majority of the votes cast at a meeting by the
holders of shares entitled to vote thereon shall be the act of the shareholders.
A shareholder may vote at any meeting in person or by written proxy and a
shareholder may also be represented at any meeting by such written proxy.
Except as otherwise provided in the Certificate of Incorporation of the
Corporation or as otherwise determined by the Board in the issuance of capital
stock, each shareholder will be entitled to one vote for each share of capital
stock held by him/her with respect to each matter submitted to the shareholders
for action.
SECTION 4. RECORD DATE. The Board may fix in advance a date not more than 60
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days (nor less than 20 business days) preceding the date of any meeting of
shareholders or other corporate action or event to which it relates as a record
date for the determination of the shareholders entitled to notice of any right
to vote at any such meeting, or the shareholders entitled to the allotment or
exercise of rights for such other action as the case may be. In such case, only
shareholders of record on the date so fixed shall be entitled to notice of, and
to vote at such meeting, or to be entitled to the allotment or exercise of such
rights, as the case may be, notwithstanding any transfer of any stock on the
books of the Corporation after any such record date fixed as aforesaid. If no
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such record date has been fixed by the Board, no share of stock which has been
transferred within ten days prior to any election or meeting shall be voted on
at any election of Directors.
ARTICLE II
THE BOARD OF DIRECTORS
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SECTION 1. NUMBER AND FUNCTION. The property, affairs and business of the
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Corporation shall be managed by the Board. The number of directors, which shall
constitute the entire Board, shall not be less than five (5) nor more than
twenty-five (25) and the exact number of directors shall be fixed within said
limits from time to time by resolution of the Board adopted by the affirmative
vote of at least two-thirds of the entire Board. The total number of directors
may not be increased by more than two (2) from the number determined by the
Board in connection with the last annual election of directors. The Board of
Directors shall be divided in three classes as nearly equal in number as may be,
and designated as CLASS A, CLASS B, and CLASS C. The term of Office of each
class shall be as follows: a) For CLASS A, one year from the first election of
Class A, and then for renewal terms of three years each; b) for CLASS B, two
years from the first election of Class B, and then for renewal terms of three
years each; c) for CLASS C, three years from the first election of Class C, and
for renewal terms of three years each, so that the term of office of one class
shall expire each year.
At each annual meeting of directors subsequent to adoption of this By-Law
provision, the successors to the class of directors whose terms shall then
expire will be elected to hold office for a three-year term and until their
successors shall have been elected and qualify, except as herein otherwise
provided.
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No person who has attained the age of 72 shall be nominated for election as a
Director, except that a person serving as director who has attained the age of
72 at the time of this amendment may be elected for one more three-year term.
SECTION 2. VACANCIES AND NEWLY CREATED DIRECTORSHIPS. The directors remaining in
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office, acting by at least a two-thirds affirmative vote, may fill any vacancies
or newly created directorships in the Board, however occurring. All appointments
will assume the class in which the vacancy occurs. Any director so chosen shall
hold office until the next election of the class for which such director shall
have been chose and until a successor shall have been elected and qualified or
until earlier resignation, removal from office, retirement, death or incapacity.
SECTION 3. ATTENDANCE BY DIRECTORS. In the event a director fails to attend at
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least seventy-five percent (75%) of all meetings combined of the board of this
corporation and of the board of any affiliate or subsidiary of this corporation
of which such individual is also a director and of any committee of any such
board in any fiscal year, such absenteeism shall constitute cause for removal
and such director may be removed from his or her position as a director upon the
vote of a majority of all the remaining directors. In the event of any such
removal, the vacancy caused thereby may also be filled by a vote of a majority
of the remaining directors.
SECTION 3. PLACE OF MEETING. The Board may hold its meetings at such place or
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places within or without the State of New Jersey as it may, from time to time,
determine.
SECTION 4. QUORUM AND VOTING. The presence at any meeting of a majority of the
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entire Board shall constitute a quorum for the transaction of business. All
questions coming before the Board shall be determined by a majority vote of the
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members present, except as otherwise provided in these By-Laws or in the
Certificate of Incorporation or applicable law.
SECTION 5. REGULAR MEETINGS. A regular meeting of the Board shall be held
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immediately following the adjournment of each annual meeting of shareholders, at
the same place where such shareholders meeting is held. Other meetings of the
Board may be held at such place and at such times as may, from time to time, be
fixed by it.
SECTION 6. SPECIAL MEETINGS. Special meetings of the Board shall be held
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whenever called by the chairman, president, or by the secretary at the request
of a majority of the entire Board.
SECTION 7. NOTICE OF MEETINGS. Subject to waiver, written notice of the time and
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place of each meeting of the Board shall be given to each director at least
three days prior to the date of each regular meeting or one day prior to each
special meeting. Notice of all meetings shall be given by personal delivery or
by first-class mail addressed to each director, postage prepaid, at his/her
residence or usual place of business, or, in the case of special meetings, by
any practicable method.
SECTION 8. CONSENT OF DIRECTORS IN LIEU OF MEETING. Any action required or
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permitted to be taken at any meeting of directors may be taken without a
meeting, without prior notice and without a vote, if a consent in writing,
setting forth the action so taken shall be signed in person by all members of
the Board.
SECTION 9. COMPENSATION. Members of the Board shall be entitled to receive
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compensation for their services as the Board shall, from time to time,
prescribe.
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SECTION 10. COMMITTEES.
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A. The Board of Directors by resolution adopted by a majority of the
entire Board may appoint an Executive Committee, Committee on Director-
Officer Nominations/Compensation, Audit Committee, Planning Committee
and one or more other Committees, each of which (with the exception of
the Audit and Long-Term, Stock-Based Incentive Plan Committees) shall
have five members who are members of the Board. And, except as
otherwise provided, each Committee shall consist of three outside
directors as herein defined, and the Chairman of the Board (herein
called COB) and one other director who may be an inside director or an
outside director. Each member shall be entitled to one vote (except
that, if the other director is an inside director, the COB and that
inside director shall collectively have only one vote which shall not
be counted in the event of a tie, or if they cannot agree). In the
absence of one, the other attending may vote.
B. To the extent provided in such resolution or in the By-Laws or
Certificate of Incorporation, each such committee shall have and may
exercise all of the authority of the Board, except that no such
Committee shall a) make, alter or repeal any By-Laws of the
Corporation: b) appoint any director, or remove any officer or
director; c) submit to shareholders any action that requires
shareholders approval, or d) amend or repeal any resolution theretofore
adopted by the Board. All Committees, except the Executive Committee,
are authorized only to make recommendations to the Board, unless
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specifically empowered by resolution of the Board or Executive
Committee to accomplish a particular non-discretionary task.
C. DEFINITION OF OUTSIDE AND INSIDE DIRECTORS: a) An OUTSIDE DIRECTOR is
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one who has no financial relationship with the Corporation other than
his/her services as a director, or as an ordinary customer, or as a
shareholder owning or controlling less than 5% of the outstanding
shares of the common stock of the Corporation; b) an INSIDE DIRECTOR is
one who is an employee of the Corporation or subsidiary, is a retired
employee of the Corporation or subsidiary, is a supplier of business or
professional services to the Corporation or subsidiary, is serving as a
director as the result of an acquisition agreement such as an employee
of the acquired subsidiary, or owns or controls 5% or more of the
outstanding shares of common stock of the Corporation.
D. THE BOARD ALONE IS EMPOWERED TO: a) fill any vacancy on any such
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committee; b) appoint one or more directors to serve as alternate
members of any such committee, to act in the absence or disability of
members of any such committee with all the powers of such absent or
disabled members; c) abolish any such committee at its pleasure; and d)
remove any director from membership on such committee at any time, with
or without cause.
E. COMMITTEE ACTION MUST BE REPORTED TO THE BOARD by written report.
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Actions and recommendations taken at a meeting of any such committee
shall be reported to the Board by a written report at its next meeting
following such committee meeting; except that, when the meeting of the
Board is held within two days after the committee meeting, such report
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shall, of not made at the first meeting, be made to the Board at its
second meeting following such committee meeting.
SECTION 11. EXECUTIVE COMMITTEE. The Board shall annually appoint, from its
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members, an Executive Committee. Between meetings of the Board, it shall
exercise all of the powers of the Board with respect to the affairs of the
Corporation, except those powers which are specifically denied to the committee
or reserved to at least a majority of the entire Board by the New Jersey
Business Corporation, these By-Laws or the Certificate of Incorporation.
SECTION 12.
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COMMITTEE ON DIRECTOR-OFFICER NOMINATIONS/COMPENSATION.
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This Committee shall be charged with the following responsibilities: a) to
investigate and recommend candidates for the directorships for determination by
the full Board of the formal slate to be presented to the shareholders for
election; b) to investigate and recommend candidates for Board Committees and
directorships, and officerships to fill vacancies occurring between shareholders
meetings; c) to investigate and recommend candidates for additional
directorships (not exceeding two in number) between shareholders meetings held
for the election of directors; d) to investigate and recommend candidates to the
Board of election and re-election to directorships for any corporation or
association which is a subsidiary of this Holding Corporation. On renomination
of directors, criteria such as the attendance at Board meetings and
participation on committees and Board meetings shall be considered.
SECTION 13. AUDIT COMMITTEE. The Board shall annually appoint from among its
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members an Audit Committee which shall consist of three outside directors. It
shall a) monitor compliance with Board policies and applicable laws and
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regulations; b) work with auditors of subsidiary, both internal and external, to
ensure comprehensive audit coverage; c) meet with the auditors and examiners of
subsidiary, often without management, to receive reports and findings; d)
supervise the audit function and evaluate performances; e) monitor management's
effort to correct deficiencies discovered in an audit or a supervisory
examination.
SECTION 14. LONG-TERM, STOCK-BASED INCENTIVE PLAN COMMITTEE. The Board shall
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annually appoint a Long-Term, Stock-Based Incentive Plan Committee which shall
consist of all of the OUTSIDE DIRECTORS. It shall make recommendations to the
full Board regarding the implementation and administration of the Long-Term,
Stock-Based Incentive Plan which was approved by the shareholders.
SECTION 15. STRATEGIC PLANNING COMMITTEE. It shall develop a STRATEGIC PLAN
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that contains a statement of the Board's vision of the Corporation's future.
Said plan shall be assessed periodically to take into account new opportunities
or unanticipated external developments. It shall consider whether or not the
Corporations capital and other resources are adequate to achieve the goals and
whether management has realistically assessed staff expertise and systems
adequately. It shall keep apprised of the current status of staffing and
succession. It shall provide for major operational contingencies such as the
loss of a physical plant or automated system caused by fire, flood, or other
disasters. Insurance coverage should be examined and a back-up procedure
identified.
SECTION 16. OTHER COMMITTEES. Subject to ARTICLE II, SECTION 10(A)B, the Board,
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by resolution passed by the majority of the members in attendance, making, a
quorum, may designate members to constitute one or more other committees which
shall, in each case, consist of not less than three directors, chosen from at
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least two of the three classes of directors and shall have and may have and may
exercise such powers as the Board of Directors may, by resolution, determine and
specify in the resolution appointing them.
ARTICLE III
OFFICERS
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SECTION 1. DESIGNATION. The officers of the Corporation may include a president,
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one or more executive vice presidents, senior vice presidents, vice presidents,
and assistant vice presidents, a secretary, a treasurer and such additional
officers, including a chairman, as the Board may from time to time deem
advisable.
SECTION 2. TERM OF OFFICE. The officers shall be elected by a majority vote of
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the Board annually at the first regular meeting after the annual meeting of
shareholders, and they shall hold office until their respective successors are
elected and qualify or until their death, resignation, retirement or removal.
SECTION 3. CHIEF EXECUTIVE OFFICER AND THE PRESIDENT. The chairman, or if none,
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the president, shall be the chief executive officer of the Corporation and shall
preside at all meetings of the Board and of the shareholders. The chief
executive officer shall have general supervision of the affairs of the
Corporation.
SECTION 4. THE PRESIDENT AND VICE PRESIDENTS. The president and each executive
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vice president, senior vice president and vice president shall perform such
duties and have such authority as, from time to time, may be delegated by the
chief executive officer and the Board. The Board shall determine the order of
succession to the duties of the chief executive officer. In the absence of such
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a determination, and in the event of death, inability, or a refusal to act, of
the chief executive officer, the president or, if none, the executive vice
president or, if none, the senior vice president, or, if none, the vice
presidents of the Corporation shall, in order of their election, perform the
duties and be vested with the authority of the chief executive officer.
SECTION 5. SECRETARY. The secretary shall cause notices of all meetings to be
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served as prescribed in these By-Laws; shall keep the minutes of all meetings of
the shareholders, and the Board, and all Committees of the Board, shall have
charge of the seal of the Corporation and the corporate records, and shall be
responsible of the transfer and registration of the capital stock of the
Corporation. The secretary, or any assistant secretary may attest the execution
of contracts and other instruments signed in the conduct of its business and may
affix the corporate seal thereto. The secretary shall perform such other duties
and have such other authority as may, from time to time, be delegated by the
president or by the Board.
SECTION 6. TREASURER. The Treasurer shall have the custody of the funds and
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securities of the Corporation and shall keep or cause to be kept regular books
of account for the Corporation. The treasurer shall account to the president and
the Board, whenever they may require, concerning all transactions as treasurer
and concerning the financial condition of the Corporation.
SECTION 7. REMOVAL OR SUSPENSION. Any officer may be removed or suspended, with
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our without cause.
SECTION 8. VACANCIES. A vacancy for any reason in any office may be filled upon
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recommendation of the Nominating Committee and elected by the full Board.
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ARTICLE IV
SHARES AND THEIR TRANSFER
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SECTION 1. CERTIFICATES. The certificates representing shares of capital stock
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of the Corporation shall be in such form as required by the New Jersey Business
Corporation Act.
SECTION 2. REGULATIONS. The Board may make such regulations concerning the
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issue, transfer and resignation of certificates for capital stock of the
Corporation as it may deem desirable. The person in whose name shares of capital
stock stand on the stock ledger of the Corporation shall be deemed the owner
thereof for all corporate purposes.
SECTION 3. LOST, STOLEN AND DESTROYED CERTIFICATES. In the event of the loss or
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destruction of certificates, new certificates shall be issued to take the place
thereof upon receipt by the Corporation of such bond of indemnity, or under such
regulations as shall be prescribed by the Board.
ARTICLE V
CONTRACTS, CHECKS, DRAFTS, BANK ACCOUNTS, ETC.
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SECTION 1. EXECUTION OF DOCUMENTS. Except as otherwise specifically designated
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by the Board, the Corporation may execute and deliver deeds, contracts,
mortgages, bonds, debentures, checks, drafts and other orders for the payment of
money, and other documents, by any one officer after written approval of another
officer.
SECTION 2. PROXIES IN RESPECT OF SECURITIES OF OTHER CORPORATIONS.
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Any one of the chairman, chief executive officer, president, executive vice
president, or other officer designated by the Board, shall have authority to
exercise, in the name and on behalf of the Corporation, the powers and rights,
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which the Corporation may have as the holder of securities or to appoint agents
or an agent to exercise those powers and rights; such designated officers may
instruct the person or persons so appointed as to the manner of exercising such
powers and rights; and such designated officers may execute or cause to be
executed in the name and on behalf of the Corporation and under its corporate
seal, or otherwise, such written proxies, powers of attorney or other
instruments as they may deem necessary or proper in order that the Corporation
may exercise its said powers and rights.
ARTICLE VI
BOOKS AND RECORDS
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The Books and records of the Corporation may be kept at such places within or
without the State of New Jersey as the Board may, from time to time, determine.
ARTICLE VII
CORPORATE SEAL
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The Corporate Seal shall have inscribed thereon the name of the Corporation, the
year of its incorporation and the words, "Incorporated New Jersey". The Seal may
be used by causing it or a facsimile thereof to be impressed or reproduced on a
document or instrument, or affixed thereto.
ARTICLE VIII
FISCAL YEAR
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The fiscal year of the Corporation shall be as selected by the Board, from time
to time.
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ARTICLE IX
AMENDMENTS
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SECTION 1. AMENDMENTS BY THE BOARD OF DIRECTORS. These By-Laws may be altered or
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amended by an affirmative vote of at least two-thirds of the Board at any
regular or special meeting, provided that notice of the intended alteration or
amendment be included in the notice of the meeting given to the directors
pursuant to these By-Laws not less than ten (10) days prior to the meeting.
SECTION 2. AMENDMENTS BY THE STOCKHOLDERS. By-Laws adopted or amended by the
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Board shall be subject to repeal or alteration by shareholders.
ARTICLE X
INDEMNIFICATION
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The Corporation may indemnify any director, officer, employee or agent of the
Corporation to the full extent permitted by law.
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